Aya Gold & Silver Inc 6-K, filed Aug 13, 2026
Aya Gold & Silver Inc. (AYA)
6-K
2026-08-13
For: 2026-06-30
View Original
Added on
August 14, 2026
About this 6-K
Aya Gold & Silver Inc filed this 6-K on August 13, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2026.
Commission File Number: 001-43230
Aya Gold & Silver Inc.
(Translation of registrant’s name into English)
1320 boulevard Graham, suite 132, Mont-Royal, Quebec, Canada, H3P 3C8
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
☐Form 20-F ☑Form 40-F
EXHIBIT INDEX
The following documents are being furnished to the SEC as exhibits to this Form 6-K :
Exhibit No. | Description | |||||||
99.1* | ||||||||
99.2* | ||||||||
99.3* | ||||||||
99.4* | ||||||||
99.5* | ||||||||
* Filed herewith
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Aya Gold & Silver Inc.
| Date August 13, 2026 | By | /s/ Elias J. Elias | |||||||||
| Elias J. Elias | |||||||||||
| Chief Legal and Sustainability Officer & Corporate Secretary | |||||||||||
| PRESS RELEASE |  | ||||
Aya Gold & Silver Reports Q2-2026 Results and Delivers Record Operational Performance
Montreal, Quebec, August 13, 2026 - Aya Gold & Silver Inc. (TSX: AYA; NASDAQ: AYA) (“Aya” or the “Company”) today announced its financial and operational results for the second quarter ended June 30, 2026. All amounts are in U.S. dollars unless otherwise noted.
Q2-2026 Highlights
Financial Highlights
•Revenue of $97M, up 151% year-over-year ("YoY") reflecting a higher average net realized silver equivalent ("AgEq") price and higher ounces ("oz") sold.
•Average net realized silver equivalent price of $64.22/oz, up 90% YoY.
•Net income of $35M (basic EPS of $0.24 and diluted EPS of $0.23), up 305% YoY from net income of $9M (basic EPS of $0.07 and diluted EPS of $0.06) in Q2-2025.
•Operating cash flow of $48M, up 522% YoY driven by stronger production, higher realized AgEq prices and lower cash costs.
•Cash and cash equivalents of $183M supporting the development of the Boumadine Project ("Boumadine")1 compared to $136M as of December 31, 2025. This excludes $16M of restricted cash.
Operational Highlights
•Consolidated production of 1.7 million ounces ("Moz") AgEq, up 61% YoY, including 1.5 Moz Ag and 0.2 Moz AgEq2 respectively from the Zgounder Mine ("Zgounder") and the Boumadine pyrite reclaim operation3. Production at Zgounder was up 18% quarter-over-quarter ("QoQ").
•Cash costs2,4 of $16.82/oz AgEq, a 9% decrease QoQ driven by increased consolidated ounces sold.
•Record processing rate averaging 3,889 tonnes per day (“tpd”), representing a 7% increase QoQ; combined mill recovery averaged 91.2%.
•Record mining rate averaging 4,880 tpd for the combined open pit and underground operations.
Development and Exploration
•Completed approximately 50,567 metres ("m") of drilling at Boumadine and 4,440 m at Zgounder in Q2-2026. At Boumadine, drilling intersected a new mineralized parallel structure below the current resource pit shell, while results at Zgounder continued to confirm strong continuity and extensions of high-grade silver mineralization beyond current resource boundaries.
Corporate Highlights
•Aya listed on the Nasdaq under the ticker AYA (May 4, 2026).
•Aya was added to the VanEck Gold Miners ETF ("GDX") (June 16, 2026).
•Shareholders elected two new independent directors at the 2026 Annual General Meeting: Ms. Krystal Ramsden, BASc (Mineral Engineering), MA, PhD and Mr. Yves Bonin, FCPA, FCA.
•The Board appointed Ms. Ghislane Guedira, a seasoned mining executive based in Morocco, as Chair of the Board. Women now comprise 50% of Board members and all Board members, except for the CEO, are independent.
“Q2 was a record operating quarter for Aya. Zgounder delivered record mining and processing rates, demonstrating the plant’s ability to operate at sustained rates well above the nameplate capacity and in line with the updated Zgounder Technical Report. This strong operational performance is translating into lower cash costs, increased operating leverage and strong cash flow generation, while keeping us firmly on track to deliver our 2026 guidance.” said Benoit La Salle President & CEO.
"At the same time, we continue to advance our district-scale Boumadine project, including infill drilling ahead of an updated MRE and PEA. These achievements reflect the strength of our assets and the execution capabilities of our team, positioning Aya for continued growth and long-term value creation."
Financial Review
Revenue totaled $97M in Q2-2026, up 151% YoY, driven by higher average net realized price of $64.22/oz AgEq (up 90%), and increased consolidated ounces sold, of 1.5 Moz AgEq (up 32%).
Net income of $35M (basic EPS of $0.24 and diluted EPS of $0.23) increased from $9M (basic EPS of $0.07 and diluted EPS of $0.06) in the prior year. The increase was driven by stronger operating income, partly offset by a higher effective tax rate. Included in Q2-2026 net income are approximately $5M of costs, primarily related to professional fees incurred in connection with the Company's previously disclosed litigation with Duro Felguera S.A. ("DF")5, which remains ongoing, and costs associated with the Company's Nasdaq listing.
Aya generated $48M in cash flow from operating activities in the second quarter including $45M before changes in working capital. Exploration expenditures of $11M were focused on infill drilling program to support the Boumadine feasibility study, and $11M was invested in capital projects at Zgounder. Capital expenditures remained focused on mine infrastructure development and other site optimization projects to support higher throughput. Phase 2 of the tailings storage facility (TSF) was completed in early Q3-2026, as planned. Underground development continued with decline advancement and infrastructure improvements to enhance mine access, ventilation and safety, while supporting underground production and exploration at depth. The open pit is now fully operational and integrated into production.
The quarter ended in a strong financial position, including $183M in cash and cash equivalents and $16M of restricted cash. During the quarter, the Company reimbursed $15M to EBRD for the facility it had engaged and announced on May 12, 2025. The facility is now fully repaid, ahead of maturity.
Financial Highlights (in thousands of US$, except per share amounts)
Q2-2026 | Q2-2025 | Change Q2 vs Q2 | YTD 2026 | YTD 2025 | Change YTD | |||||||||||||||
Revenue - Silver (D)* | 90,321 | 38,615 | 134% | 205,095 | 72,446 | 183% | ||||||||||||||
Revenue - Pyrite (E) | 6,473 | - | NM | 8,973 | - | NM | ||||||||||||||
Revenues (F) | 96,794 | 38,615 | 151% | 214,068 | 72,446 | 195% | ||||||||||||||
Cost of Sales | 33,381 | 29,673 | 12% | 66,894 | 53,257 | 26% | ||||||||||||||
Gross Profit | 63,413 | 8,942 | 609% | 147,174 | 19,189 | 667% | ||||||||||||||
Operating Income | 53,155 | 7,669 | 593% | 130,742 | 10,995 | 1,089% | ||||||||||||||
Income before Income Taxes | 56,509 | 10,443 | 441% | 132,801 | 21,106 | 529% | ||||||||||||||
Net Income | 35,038 | 8,641 | 305% | 83,567 | 15,571 | 437% | ||||||||||||||
Operating Cash Flow | 48,402 | 7,787 | 522% | 118,573 | 15,706 | 655% | ||||||||||||||
Cash and cash equivalents | 182,808 | 113,832 | 61% | 182,808 | 113,832 | 61% | ||||||||||||||
Total Assets | 702,294 | 565,774 | 24% | 702,294 | 565,774 | 24% | ||||||||||||||
Total Non-Current Financial Liabilities | 57,107 | 83,976 | (32)% | 57,107 | 83,976 | (32)% | ||||||||||||||
Working Capital6 | 144,771 | 88,403 | 64% | 144,771 | 88,403 | 64% | ||||||||||||||
EPS | ||||||||||||||||||||
Income Per Share (EPS) - Basic | 0.24 | 0.07 | 243% | 0.58 | 0.12 | 383% | ||||||||||||||
Income Per Share (EPS) - Diluted | 0.23 | 0.06 | 283% | 0.56 | 0.11 | 409% | ||||||||||||||
*NM – Not Meaningful
Operational Review
Consolidated silver equivalent production reached 1.7 Moz AgEq, up 61% YoY, and included 1.5 Moz of silver from Zgounder and 0.2 Moz AgEq2 from the Boumadine stockpile reclaim operation launched in Q4-2025. Consolidated production was up 12% QoQ, with cash costs averaging $16.82/oz AgEq sold4.
Zgounder Silver Mine
Zgounder produced 1.5 Moz of silver in Q2-2026, an increase of 43% YoY reflecting the ramp-up of mining and milling operations. Silver production increased 18% QoQ reflecting continued operational improvements and a rebound from the seasonally lower first quarter.
Cash costs per silver ounce sold4 of $17.69 decreased 17% and 5%, respectively, from Q2-2025 and Q1-2026, driven in both cases by higher throughput, increased production volumes and efficiencies from optimization initiatives. Unit costs in the quarter also benefited from a strip ratio of 10, reflecting continued mining of ore-rich zones.
During the quarter, the mill processed 353,888 tonnes ("t") of ore (3,889 tpd), while maintaining strong mill availability and metallurgical recovery. Mining operations achieved record production rates across both underground and open-pit operations during the quarter. The Company advanced phase 2 of the tailings storage facility during the second quarter, with construction completed shortly after quarter-end. Zgounder now has approximately three years of tailings storage capacity.
The ore stockpile increased to 373,884 t during the quarter.
Boumadine Pyrite Reclaim Operation
During Q2-2026, the pyrite reclaim operation produced 187,784 oz AgEq (Au:Ag ratio of 61:1)1,2. At the end of Q2-2026, crushed inventory stood at 298,977 oz AgEq equivalent, located at various ports, awaiting shipment. Reclaimed pyrite inventory is increasing in preparation for bulk shipments in H2-2026, in addition to ongoing containerized shipments.
The reclamation and sale of the historical pyrite stockpile at Boumadine, announced on November 19, 2025, is expected to be of limited duration, lasting approximately 20 to 24 months from that date, or until the stockpile is depleted. The overall Boumadine polymetallic project remains at the exploration and evaluation stage and is not in commercial production.
Operational Highlights
Q2-2026 | Q1-2026 | Change Q2 vs Q1 | Q2-2025 | Change Q2 vs Q2 | YTD 2026 | YTD 2025 | Change YTD | |||||||||||||||||||
Zgounder | ||||||||||||||||||||||||||
Ore Mined (tonnes) | 444,106 | 411,766 | 8% | 241,288 | 84% | 855,872 | 435,949 | 96% | ||||||||||||||||||
Average Grade Mined (g/t Ag) | 137 | 135 | 1% | 138 | (1)% | 136 | 144 | (6)% | ||||||||||||||||||
Ore Processed (tonnes) | 353,888 | 326,949 | 8% | 273,471 | 29% | 680,837 | 523,214 | 30% | ||||||||||||||||||
Average Grade Processed (g/t Ag) | 141 | 140 | 1% | 140 | 1% | 141 | 151 | (7)% | ||||||||||||||||||
Combined Mill Recovery (%) | 91.2 | % | 89.4 | % | 1.8% | 86.5 | % | 4.7% | 90.3 | % | 84.4 | % | 5.9% | |||||||||||||
Milling Operations (tpd) | 3,889 | 3,633 | 7% | 3,005 | 29% | 3,762 | 2,891 | 30% | ||||||||||||||||||
Silver Produced (oz) | 1,489,526 | 1,265,012 | 18% | 1,042,317 | 43% | 2,754,538 | 2,110,970 | 30% | ||||||||||||||||||
Silver Sold (oz) (A) | 1,322,585 | 1,375,930 | (4)% | 1,140,452 | 16% | 2,698,515 | 2,202,017 | 23% | ||||||||||||||||||
Cash Costs per Silver Ounce Sold4 | 17.69 | 18.64 | (5)% | 21.26 | (17)% | 18.18 | 20.14 | (10)% | ||||||||||||||||||
Production Costs per Tonne Processed4 | 55.61 | 65.89 | (16)% | 82.41 | (33)% | 60.55 | 78.16 | (23)% | ||||||||||||||||||
Average Net Realized Silver Price ($/oz) (D/A) | 68.29 | 83.42 | (18)% | 33.86 | 102% | 76.00 | 32.90 | 131% | ||||||||||||||||||
Boumadine Reclaim Operations | ||||||||||||||||||||||||||
Ore Processed (tonnes) | 17,153 | 21,814 | (21)% | - | NM | 38,967 | - | NM | ||||||||||||||||||
Average Grade Processed (g/t Ag) | 179 | 181 | (1)% | - | NM | 180 | - | NM | ||||||||||||||||||
Average Grade Processed (g/t Au) | 2.43 | 2.50 | (3)% | - | NM | 2.47 | - | NM | ||||||||||||||||||
Silver Produced (oz) | 100,721 | 127,406 | (21)% | - | NM | 228,127 | - | NM | ||||||||||||||||||
Gold Produced (oz) | 1,414 | 1,757 | (20)% | - | NM | 3,171 | - | NM | ||||||||||||||||||
Silver Equivalent Produced (oz) | 187,784 | 227,802 | (18)% | - | NM | 415,586 | - | NM | ||||||||||||||||||
Silver Equivalent Sold (oz) (B) | 184,536 | 50,431 | 266% | - | NM | 234,967 | - | NM | ||||||||||||||||||
Cash Costs per Silver Equivalent Ounce Sold2,4 | 10.58 | 11.86 | (11)% | - | NM | 10.85 | - | NM | ||||||||||||||||||
Average Net Realized Silver Equivalent Price ($/oz) (E/B) | 35.08 | 49.57 | (29)% | - | NM | 38.19 | - | NM | ||||||||||||||||||
Consolidated Operations | ||||||||||||||||||||||||||
Silver Equivalent Produced Consolidated (oz) | 1,677,310 | 1,492,814 | 12% | 1,042,317 | 61% | 3,170,124 | 2,110,970 | 50% | ||||||||||||||||||
Silver Equivalent Sold Consolidated (oz) (C) | 1,507,121 | 1,426,361 | 6% | 1,140,452 | 32% | 2,933,482 | 2,202,017 | 33% | ||||||||||||||||||
Average Net Realized Silver Equivalent Price ($/oz) (C/F) | 64.22 | 82.22 | (22)% | 33.86 | 90% | 72.97 | 32.90 | 122% | ||||||||||||||||||
Cash Costs per Silver Equivalent Ounce Sold2,4 | 16.82 | 18.40 | (9)% | 21.26 | (21)% | 17.59 | 20.14 | (13)% | ||||||||||||||||||
*NM – Not Meaningful
2026 Development and Exploration
Zgounder
In Q2-2026, Aya completed 4,440 m of diamond drilling, bringing year-to-date drilling to 10,278 m advancing approximately 34% of its 2026 exploration program. Drilling continued to intersect high-grade silver mineralization across key near-mine targets, including previously reported intercepts of up to 1,867
g/t Ag over 6.0 m (Hole ZG-RC-26-946). Development of the 1,825-metre exploration drift advanced during the quarter, supporting H2-2026 drilling beyond the Western Fault, while regional exploration commenced at North Zgounder targeting silver-gold-copper anomalies.
Boumadine
In Q2-2026, 50,567 m of diamond drilling was completed at Boumadine, bringing year-to-date drilling to 93,394 m and advancing approximately 47% of its 2026 program. Drilling continued to confirm the continuity and high-grade nature of the Boumadine Main Trend, while identifying new parallel mineralized structures with potential to expand Mineral Resources and extend the open pit at depth. Previously reported highlights included hole BOU-DD25-745, which intersected 890 g/t AgEq over 51.5 m, along with additional high-grade intercepts.
Corporate Highlights
During the quarter, Aya achieved several corporate milestones, including the commencement of trading of its common shares on Nasdaq while maintaining its listing on the TSX. Aya was subsequently included in the VanEck Gold Miners ETF (GDX), increasing the Company’s exposure to a broader global investor base. At the 2026 Annual General Meeting, shareholders elected the Company’s Board of Directors, including new independent directors Ms. Krystal Ramsden and Mr. Yves Bonin, bringing additional expertise and perspectives to the Board. The Board also appointed Ms. Ghislane Guedira as Chair, leveraging her extensive mining, financial, and Morocco-based experience as Aya advances its growth strategy. With these appointments, women now represent 50% of Aya’s Board of Directors.
2026 Outlook
2026 operation outlook remains unchanged from the outlook disclosed in the Company’s March 31, 2026 news release.
Recent Developments
On August 6, 2026, Aya announced the completion of its acquisition of a strategic exploration portfolio comprising three mining licenses and 18 exploration permits covering approximately 259 km² across three distinct exploration projects in Morocco: Zagora, Agadir-Melloul and Goulmim. The portfolio is located within highly prospective and underexplored mineral belts in Morocco. The total consideration for the acquisition was MAD 10 million, with additional contingent payments that may become payable to the sellers, as described in the Company’s June 30, 2026 Management's Discussion and Analysis ("MD&A"). Certain customary post-closing administrative formalities in Morocco remain. For further details regarding the acquisition and the terms of the transaction, please refer to the Company’s press release dated August 6, 2026, and the Company's Q2-2026 MD&A, available on the Company's website, SEDAR+ and EDGAR.
Q2-2026 Conference Call Details
Aya will release its second quarter 2026 financial results on Thursday, August 13, 2026, after market close. Management will host a conference call on Friday, August 14, at 10 a.m. ET to discuss the results and provide a corporate update.
Participants may join the conference call via webcast or by dialing-in as follows: https://edge.media-server.com/mmc/p/dxfp7nfq
Webcast link: Instructions for obtaining conference call dial-in numbers:
1.Click on the following call link and complete the online registration form https://register-conf.media-server.com/register/BIbcd8c09fafbf44cc9a50b203d18e179d
2.Upon registering you will receive the dial-in info and a unique PIN to join the call as well as an email confirmation with the details.
3.Select a method for joining the call: a) Dial-In: A dial in number and unique PIN are displayed to connect directly from your phone; or b) Call Me: Enter your phone number and click “Call Me” for an immediate callback from the system. The call will come from a US number.
Qualified Person
The scientific and technical information contained in this press release have been reviewed and approved by David Lalonde, B. Sc, Vice-President, Exploration, and Raphaël Beaudoin, P.Eng, Vice-President, Operations of Aya, both of whom are each a “Qualified Person” as defined under National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101").
The NI 43-101 technical reports referenced herein are available under the Company’s profile on SEDAR+, on EDGAR, and on the Company’s website. For more information on the technical reports referenced herein, you may refer to section "Technical Reports" below.
About Aya Gold & Silver Inc.
Aya Gold & Silver is a Canadian precious metals mining company anchored in Morocco and active across the full mining value chain. The Company has established an exploration track record through a systematic, technology-led, data-driven approach and is focused on expanding its resource base and land package along the Anti-Atlas fault — one of Africa’s most geologically rich, underexplored and mining-friendly regions.
Aya operates Zgounder, a rare, silver-only mine, producing silver doré from its new processing facility. Aya’s growth pipeline includes the Boumadine polymetallic project, where feasibility study work is underway. The project hosts a sizable mineralized footprint, and potential for further discovery.
Led by a proven team of mining professionals, Aya is guided by a vision of responsible mining and is committed to delivering sustainable value for shareholders, employees and host communities.
For additional information, please visit Aya’s website at www.ayagoldsilver.com.
Or contact
Benoit La Salle, FCPA, MBA President & CEO benoit.lasalle@ayagoldsilver.com | Alex Ball VP, Corporate Development & IR alex.ball@ayagoldsilver.com | ||||
Forward-Looking Statements
This press release contains “forward-looking statements” or “forward looking information” within the meaning of applicable securities laws and other statements that are not historical facts. Forward-looking statements are included to provide information about management’s current expectations, estimates and projections regarding Aya’s future growth and business prospects (including the timing and development of deposits and the success of exploration activities) and other opportunities as of the date of this press release.
All statements, other than statements of historical fact included in this press release, regarding the Company’s strategy, future operations, technical assessments, prospects, plans and objectives of management are forward-looking statements that involve risks and uncertainties. Wherever possible, words such as “aim”, “anticipate”, “assume”, “believe”, “estimate”, “expect”, "goal", “guidance”, “intend”, “objective”, “plan”, "potential", “strategy”, "target", and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, or are “likely” to be taken, occur or be achieved, have been used to identify such forward-looking information. Forward-looking statements in this press release include, but are not limited to, statements with respect to: the average net silver equivalent ("AgEQ") price estimates; cash costs estimates; the development of the Company's mining assets; the potential for expansion and extension of the Company's mining assets; the 2026 guidance and operation outlook; the Company achieving its 2026 guidance; the Company's vision; the Company's expectations that cash and cash equivalents will support the development of Boumadine; the Company's commitment to delivering sustainable value for shareholders, employees and host communities; the Company's key priorities, strategies and objectives for 2026; the Company's estimate on tailings storage capacity for Zgounder; Aya's growth strategy; the updated Boumadine preliminary economic assessment (including update of the mineral resource estimate), content and timing thereof; the 2025 PEA; the Boumadine feasibility study and timing thereof; the Company's assessment of the strength of its mining assets; Boumadine operational targets, goals and timing thereof, including timing for shipment in bulk of pyrite inventory in H2-2026 and the duration of the pyrite reclaim initiative to be 20-24 months; the Company's 2026 exploration program and future drilling targets; the potential of any new mineralized structure; the completion of the post-closing formalities in Morocco following the acquisition of the portfolio of mining licences and exploration permits in Zagora, Agadir-Melloul and Goulmim; commodity prices; and the Company’s future operating results, economic performance, and objectives.
Forward-looking statements contained in this press release are based upon a number of factors, assumptions and information currently available to management that Aya believes to be reasonable at the time of the statements. Key assumptions upon which Aya’s forward-looking information is based include Aya’s ability to raise additional financing when needed and on reasonable terms; Aya’s ability to achieve current exploration, development and other objectives concerning Aya’s properties; Aya’s expectation that the current price and demand for gold and silver and other commodities will be sustained or will improve;
Aya’s ability to obtain, maintain and renew requisite licenses, permits, and necessary governmental approvals; Aya’s ability to attract and retain key personnel; general business and economic conditions, including competitive conditions in the market in which Aya operates; Aya's assumption that applicable tax rates and taxation regimes will remain substantially unchanged from current levels; Aya's assumptions that rates indices will remain within ranges consistent with current levels; Aya's assumptions with respect to the outcome of any ongoing litigation; the updated Boumadine preliminary economic assessment and the Boumadine feasibility study to be completed on the timeline anticipated; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; the Company’s ability to meet or achieve estimates, projections and forecasts; Aya's assumption that current performance is sufficient to support the achievement of the 2026 guidance; the absence of force majeure events, including natural disasters, pandemics, geopolitical disruptions, wars or other extraordinary events, that could materially affect the Company's operations or development plans; the availability of qualified contractors, equipment and supplies required to execute the Company's operational, exploration and development plans; applicable laws and regulations remain substantially unchanged from those currently in effect in Canada and Morocco; Aya's assumption that weather and environmental conditions at its operating sites will remain within ranges consistent with historical norms; the Company's ability to meet current and future obligations; the availability and cost of inputs; foreign exchange rates; Aya's ability to complete the post-closing formalities in Morocco following the acquisition of the portfolio of mining licences and exploration permits in Zagora, Agadir-Melloul and Goulmim; and other assumptions and factors generally associated with the mining industry.
Notwithstanding the foregoing, these forward-looking statements and underlying assumptions are inherently subject to significant business, economic and competitive uncertainties and contingencies which means that actual results performance, prospects and opportunities in future periods can differ materially from those expressed or implied with such forward-looking statements. A number of factors could cause actual results, performance or achievements to differ materially from the results expressed or implied in the forward-looking statements. These factors include, without limitation, Aya’s ability to execute plans relating to its Zgounder Silver Mine and the Boumadine Project, including the timing thereof; risks and hazards associated with the business of mineral exploration, development, and mining, including environmental hazards, potential unintended releases of contaminants, industrial accidents, unusual or unexpected geological or structural formations, pressures, cave-ins, and flooding; risks related to Aya’s operations in Morocco; the speculative nature of mineral exploration and development; diminishing quantities or grades of mineral reserves as properties are mined; the inability to determine, with certainty, the production of metals and cost estimates, or the prices to be received before mineral reserves or mineral resources are actually mined; inadequate or unreliable infrastructure (such as roads, bridges, power sources and water supplies); fluctuations in forward markets for silver and other commodities (such as natural gas, fuel oil and electricity); restrictions on mining in the jurisdictions in which Aya operates; change of laws and regulations governing our operation, exploration, and development activities, including international laws and legal norms, such as those relating to Indigenous peoples and human rights; the Company’s ability to mitigate the risks pertaining to fund repatriation; expectations with respect to any future pandemics on our operations, and assumptions related thereto; Aya’s ability to attract and retain qualified employees and contractors; Aya’s ability to obtain, maintain and renew necessary permits and licenses in due time and under conditions acceptable for Aya; inherent risks
associated with tailings facilities and heap leach operations, including failure or leakages; Aya’s growth strategy; Aya’s ability to obtain and maintain insurance; occupational health and safety risks; adverse publicity risks; third party risks; disruptions to Aya’s business operations; Aya’s reliance on technology and information systems; litigation risks; interest and exchange rates risks; tax risks; unforeseen expenses; public health crises; general economic conditions; commodity prices; gold and silver demand; volatility of share price; public company obligations; competition risk; policies and legislation; force majeure, including war or geopolitical disruption; climate risks; climate changes; weather disruptions; the effectiveness of our internal control over financial reporting; risks related to competition in the mining industry; changes in technology; risks associated with the use of artificial intelligence (AI); and other risks described in the Company’s documents filed with securities regulatory authorities. Further information with respect to these and other risks can be found in the “Risks and Uncertainties” section of the MD&A, and in other filings with the securities regulatory authorities, including the “Risk Factors” set forth in the Company's most recent Annual Information Form, available on SEDAR+ and on EDGAR.
These factors are not intended to represent a complete list of the factors that could affect Aya. These factors should be considered carefully and prospective or existing investors should not place undue reliance on any forward-looking statements contained in them.
Forward-looking statements and other information contained herein concerning, among other things, mineral exploration and management’s general expectations concerning the mineral exploration industry, are based on estimates prepared by management using data from publicly available industry sources as well as from market research and industry analysis as well as assumptions based on data and knowledge of the industry which management believes to be reasonable, including, among other things, the ability to obtain any requisite Moroccan governmental approvals, the accuracy of mineral reserve and mineral resource estimates, silver price, exchange rates, fuel and energy costs, future economic conditions and courses of action. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While management is not aware of any misstatements regarding any industry data presented herein, mineral exploration involves risks and uncertainties, and industry data is subject to change based on various factors. Readers are cautioned that the foregoing risk factors and assumptions are not exhaustive of all risk factors and assumptions which may have been used. In addition, statements relating to “reserves” or “resources” are deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and assumptions, that the resources and reserves described can be profitably mined in the future.
All of the forward-looking statements made in this press release and the documents incorporated by reference herein are qualified by these cautionary statements, and other cautionary statements or factors contained herein. Although Aya believes its expectations are based upon reasonable assumptions and has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. As such, these risks are not exhaustive; however, they should be considered carefully. If any of these risks or uncertainties materialize, actual results may vary materially from those anticipated in the forward-looking statements found herein. Due to the risks,
uncertainties, and assumptions inherent in forward-looking statements, readers should not place undue reliance on forward-looking statements. Forward-looking statements contained herein are presented for the purpose of assisting investors in understanding Aya’s business plans, financial performance and condition, and may not be appropriate for other purposes.
The forward-looking statements and other information contained herein are made only as of the date hereof. Aya disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
Technical Reports
Boumadine Project
The preliminary economic assessment for the Boumadine project titled “Preliminary Economic Assessment for the Boumadine Polymetalic Project, Kingdom of Morocco” with an effective date November 4, 2025 and filed on SEDAR+ on December 18, 2025 (the “2025 PEA”), is based on an updated mineral resource estimate effective as of February 24, 2025, disclosed in a technical report titled “Technical Report and Updated Mineral Resource Estimate of the Boumadine Polymetallic Project, Kingdom of Morocco” dated as of March 31, 2025, and filed on SEDAR+ as of such date. The key assumptions, parameters and methods used to estimate the mineral and the identification of known legal, political, environmental or other risks that could materially affect the potential development of the mineral resources are described in the 2025 PEA.
The 2025 PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the 2025 PEA will be realized.
Zgounder Project
The Zgounder technical report for the Zgounder project titled “Technical Report – Updated Mineral Resource and Mineral Reserves Estimate of the Zgounder Silver Mine Operation, Kingdom of Morocco” dated as of December 16, 2025, and filed on SEDAR+ as of such date (the “Zgounder Technical Report”), is based on a mineral resource estimate as of June 30, 2025, and a mineral reserve estimate as of September 30, 2025. The key assumptions, parameters and methods used to estimate the mineral and the identification of known legal, political, environmental or other risks that could materially affect the potential development of the mineral resources are described in the Zgounder Technical Report.
Notes to Investors on Mineral Resources and Mineral Reserves
Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that mineral resources will be converted to mineral reserves.
Non-GAAP Measures
The Company has included certain non-GAAP financial measures and non-GAAP ratios in this press release, including “Cash costs per silver equivalent ounce sold" (“AgEq ounce”), "Production cost per
tonne”, and “Available liquidity”, to supplement its unaudited consolidated financial statements, which are prepared in accordance with IFRS. The terms IFRS and generally accepted accounting principles (“GAAP”) are used interchangeably throughout this document.
The Company believes that these measures, together with IFRS measures, provide investors with enhanced transparency and a better ability to evaluate the Company’s underlying operating performance and liquidity. Cash cost per silver equivalent ounce sold and Production cost per tonne are widely used in the mining industry as performance benchmarks. However, our non-GAAP measures do not have standardized meanings prescribed under IFRS and may not be comparable to similar measures reported by other companies. Accordingly, they should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Silver Equivalent Ounces Sold (“AgEq”)
Silver equivalent ounces are calculated by converting gold production into silver ounces using relative metal prices for the applicable reporting period. AgEq ounces allow the Company to present consolidated production and cost metrics on a comparable basis, as its operations may produce more than one metal.
AgEq ounces are provided for additional information purposes only.
Cash Costs per AgEq Ounce Sold and Production Costs per Tonne Processed
Cash costs per AgEq ounce sold and production costs per tonne processed are non-GAAP measures used by management to monitor and evaluate operating performance at both the mine and consolidated levels, in conjunction with the most directly comparable IFRS measures where applicable.
These metrics are widely reported in the mining industry as benchmarks for cost performance. Management and investors use them to assess the Company’s cost structure and operating efficiency, to compare operating performance with industry peers, and to evaluate the performance of individual mining operations within the Company’s portfolio.
Where applicable, cost metrics are calculated in a manner consistent with the guidelines published by the World Gold Council (“WGC”).
Cash Costs per AgEq Ounce Sold
Cash costs per AgEq ounce sold are calculated by:
•Starting with cost of sales as reported in the consolidated statements of comprehensive income (IFRS measure):
•Excluding non-cash items of share-based payments expense, depreciation and depletion included in cost of sales as these items do not reflect current period cash expenditures;
•Adding treatment, smelting and refining costs as management believes these costs provide a more comprehensive representation of total cash costs associated with production; and
•Dividing the resulting amount by the total AgEq ounces sold during the period.
Cash costs per AgEq ounce sold are intended to reflect the cash expenditures directly associated with production during the period and are used by management to evaluate the Company’s operating efficiency and cost performance.
Three-month periods ended | Six-month periods ended | |||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||
Zgounder Silver Mine – Morocco | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Cost of sales ("COS")7 | 31,428 | 29,673 | 64,343 | 53,257 | ||||||||||||||||
Share-based payments expense | (615) | (271) | (1,258) | (575) | ||||||||||||||||
Depreciation and depletion | (7,711) | (5,249) | (14,599) | (8,886) | ||||||||||||||||
Inventory write-down | - | (135) | - | (135) | ||||||||||||||||
Treatment, smelting and refining costs8 | 300 | 228 | 569 | 681 | ||||||||||||||||
Operating cash costs (A) | 23,402 | 24,246 | 49,055 | 44,342 | ||||||||||||||||
Total silver sales (oz) (B) | 1,322,585 | 1,140,452 | 2,698,515 | 2,202,017 | ||||||||||||||||
Cash cost per silver ounce sold (A/B) | 17.69 | 21.26 | 18.18 | 20.14 | ||||||||||||||||
Three-month periods ended | Six-month periods ended | |||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||
Boumadine Pyrite Stockpile Project – Morocco | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Cost of sales7 | 1,953 | - | 2,551 | - | ||||||||||||||||
Operating cash costs (C) | 1,952 | - | 2,550 | - | ||||||||||||||||
Total silver equivalent sales (oz of AgEq) (D) | 184,536 | - | 234,967 | - | ||||||||||||||||
Cash cost per AgEq ounce sold (C/D)2 | 10.58 | - | 10.85 | - | ||||||||||||||||
Three-month periods ended | Six-month periods ended | |||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||
Combined projects – Morocco | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Cost of sales7 | 33,381 | 29,673 | 66,894 | 53,257 | ||||||||||||||||
Share-based payments expense | (615) | (271) | (1,258) | (575) | ||||||||||||||||
Depreciation and depletion | (7,712) | (5,249) | (14,600) | (8,886) | ||||||||||||||||
Inventory write-down | - | (135) | - | (135) | ||||||||||||||||
Treatment, smelting and refining costs8 | 300 | 228 | 569 | 681 | ||||||||||||||||
Operating cash costs (E) | 25,354 | 24,246 | 51,605 | 44,342 | ||||||||||||||||
Total silver equivalent sales (oz of AgEq) (F) | 1,507,121 | 1,140,452 | 2,933,482 | 2,202,017 | ||||||||||||||||
Cash cost per AgEq ounce sold (E/F) | 16.82 | 21.26 | 17.59 | 20.14 | ||||||||||||||||
Production Costs per Tonne Processed
Production costs per tonne processed is calculated by:
•Starting with production costs (IFRS measure), less production costs of Boumadine equals production costs of Zgounder; and
•Dividing total production costs of Zgounder by the total tonnes processed during the period.
Production costs per tonne processed is used by management to assess processing efficiency, cost control relative to throughput levels, and overall operational performance.
Three-month periods ended | Six-month periods ended | |||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||
2026 | 2025 | 2026 | 2025 | |||||||||||||||||
Production costs | 20,151 | 22,537 | 41,756 | 40,893 | ||||||||||||||||
Less: Production costs Boumadine | 472 | - | 534 | - | ||||||||||||||||
Production costs Zgounder | 19,679 | 22,537 | 41,222 | 40,893 | ||||||||||||||||
Ore processed (tonnes) | 353,888 | 273,471 | 680,837 | 523,214 | ||||||||||||||||
Production Costs per Tonne Processed | 55.61 | 82.41 | 60.55 | 78.16 | ||||||||||||||||
1.The overall Boumadine polymetallic project remains at the exploration and evaluation stage and is not in commercial production. For additional details on Aya's 2025 PEA, refer to the Company’s press releases dated November 4, 2025, and December 18, 2025.
2.Cash costs per AgEq ounce sold at Boumadine were negatively impacted by changes in the gold-to-silver ratio during the quarter. As commodity prices increased, the gold-to-silver ratio compressed, reducing reported AgEq ounces and increasing unit costs on an AgEq basis. The Company’s AgEq ounces for 2026 guidance at Boumadine are calculated using an 80:1 Au:Ag ratio and assumed commodity prices of $50.00/oz silver and $4,000/oz gold, compared to an average realized ratio of approximately 61:1 during Q2-2026 and 59:1 year-to-date 2026. Had the 80:1 ratio been applied during YTD-2026, reported AgEq production would have been approximately 26,366 ounces higher in Q2-2026 and 66,229 ounces higher during year-to-date 2026. This had no impact on Zgounder cash costs per AgEq ounce sold, as Zgounder production is entirely comprised of silver.
3.Announced on November 19, 2025, the Boumadine pyrite reclaim operation is expected to be a limited duration of 20 to 24 months.
4.Non-GAAP Measures. These measures do not have standardized meanings under IFRS and may not be comparable to similar measures used by other issuers. Refer to the "Non-GAAP Measures" section in this press release for reconciliations and detailed descriptions of these measures.
5.The professional fees relate primarily to the Company's previously disclosed litigation with DF under the EPC Agreements, including ongoing appeal proceedings in Spain and arbitration proceedings before the International Chamber of Commerce. See the Company's Q2-2026 MD&A for additional information regarding these proceedings.
6.Non-GAAP Measures, consisting of current assets of $286,306 less current liabilities of $141,535 (March 31, 2026, current assets of $256,947 less current liabilities of $115,568 and June 30, 2025, current assets of $179,598 less current liabilities of $91,195).
7.As per note 12 of the FS for the total cost of sales.
8.As per note 11 of the FS for treatment, smelting and refining costs reported as net of sales.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis (“MD&A”) of the operations, results, and financial position of Aya Gold & Silver Inc. (the “Corporation” or "Aya"), dated August 13, 2026, covers the three-month ("Q2-2026" or the "Quarter") and six-month periods ("H1-2026") ended June 30, 2026. This MD&A is prepared by management and should be read in conjunction with the Corporation’s Unaudited Condensed Interim Consolidated Financial Statements (“FS”) and related notes for the three and six-month periods ended June 30, 2026. The Corporation uses certain non-GAAP financial measures in this MD&A as described under “Non-GAAP Measures".
The Corporation’s June 30, 2026, FS and the related financial information contained in this MD&A have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting" of the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), unless otherwise stated. All amounts are stated in thousands of United States dollars (“US”), except for share and per share amounts, or unless otherwise indicated. References to “C$” are to the Canadian dollar while “MAD” refers to the Moroccan Dirham.
This MD&A contains forward-looking information that is subject to risk factors set out in a cautionary note in this MD&A under “Cautionary Note Regarding Forward-Looking Information”. All information contained in the FS and this MD&A has been reviewed by the Audit Committee and approved by the Corporation’s Board of Directors. This MD&A is current as of August 13, 2026, unless otherwise stated.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 2
Contents
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 3
Business Overview
General Information
Aya is a Canadian-based precious metals mining corporation active across the full mining lifecycle; from discovery and development through to production. The Corporation operates in Morocco.
Aya’s flagship asset is the Zgounder Silver Mine, recognized for its rare, high-grade silver mineralization. The mine is located along the Anti-Atlas fault, one of North Africa’s most geologically rich and underexplored regions, known for hosting world-class silver, gold, and base metal deposits. Aya also owns an 85% interest in the Boumadine polymetallic project, which is currently at the exploration and evaluation stage, with an Updated Preliminary Economic Assessment ("Updated PEA") and feasibility study underway.
Aya is incorporated under the Canada Business Corporations Act; its financial year-end is December 31, and its common shares trade on the Toronto Stock Exchange and the Nasdaq Stock Market under the symbol “AYA”. Aya’s issued and outstanding share capital totals 144,036,168 common shares on August 13, 2026.
Geographic Overview
•The Zgounder mining permit covers 16 km². 23 Mining and exploration permits within the Zgounder Regional area encompass an additional 362 km2, bringing the total land package at and around Zgounder to 378 km².
•Boumadine's exploration portfolio includes 31 permits and licenses covering 341 km², including a 32 km² mining exploitation license. The project also benefits from an additional 600 km² of exploration authorizations.
For details and history of permitting please refer to the Corporation's latest Annual Information Form available on SEDAR+ and EDGAR.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 4
Zgounder Silver Mine
Located in Morocco’s central Anti-Atlas Mountains, the wholly owned Zgounder Silver Mine is a rare, silver-only operation. The mine is supported by proven and probable mineral reserves of 73 million ounces (“Moz”) of silver.
Commercial Operations
Following a major expansion completed in 2024, the Zgounder Silver Mine achieved commercial production on December 29, 2024, completed its ramp-up during 2025, and continues to optimize its operations in 2026. The updated mine plan released in Q4-2025 extends the operation’s life to 2036, supporting an average annual production profile of approximately 6 Moz of silver over the life of mine (“LOM”). The orebody is mined using a combination of open-pit and underground mining methods. The expansion included new mine development, plant, tailings, water storage facilities, and infrastructure improvements. Silver is produced through cyanide leaching and refined into doré bars. All of the revenue from the Zgounder Silver Mine is derived from the production and sale of silver, sold on a regular basis at prevailing market prices.
Near-Mine and Regional Exploration
Exploration is a core part of Aya’s growth strategy, focused on expanding its resource base, advancing priority targets, testing new prospective zones, and enhancing overall geological understanding of the project area. The 2026 exploration program is targeting 30,000 metres of Diamond Drill Holes ("DDH").
Technical Report and Mineral Reserves and Resources
An updated National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") technical report titled “Updated Mineral Resource and Mineral Reserves Estimate of the Zgounder Silver Mine Operation, Kingdom of Morocco” was released on December 16, 2025 (the "Zgounder Report"). The Zgounder Report is based on a Mineral Resource Estimate for Zgounder as of June 30, 2025, and a Mineral Reserve Estimate as of September 30, 2025. Additional details are provided in the "Development and Exploration" section.
Boumadine Polymetallic Project ("Boumadine Project")
Located in the Anti-Atlas region of eastern Morocco, Boumadine is a polymetallic gold-silver-zinc-lead system owned 85% by Aya and 15% by National Office of Hydrocarbons and Mines ("ONHYM"). The Boumadine Project is Aya’s most advanced development-stage asset and a key pillar of its long-term growth strategy in Morocco. The project hosts a significant mineral resource and a sizable mineralized footprint, with ongoing exploration and resource expansion drilling. The Boumadine Preliminary Economic Assessment ("2025 PEA" - See "Technical Report and Mineral Resource Estimate" subsection) contemplates a combined open-pit and underground mining operation with a processing capacity of approximately 2.9 million tonnes per year. The Boumadine Project is expected to produce three marketable concentrates (zinc, lead, and pyrite), with revenue largely derived from precious metals. Boumadine benefits from year-round access and existing regional infrastructure, which would require enhancements to support full-scale operations. Feasibility study activities are currently underway to advance development planning and optimize the project’s economics.
Aya initiated the reclaiming and commercialization of a historical pyrite stockpile at Boumadine in Q4-2025. This legacy flotation by-product contains approximately 2.30 g/t Au and 144 g/t Ag and is expected to yield approximately 2.5 million silver-equivalent ounces. Announced on November 19, 2025, the initiative is expected to last approximately 20 to 24 months from that date. The program is designed to generate near-term cash flow, demonstrate the marketability of Boumadine’s gold- and silver-rich pyrite concentrate, and align with Aya’s commitment to responsible environmental management.
Exploration
Since 2022, Aya has completed 444,039 metres ("m") of drilling at Boumadine, significantly advancing the geological model. The 2026 exploration program is targeting 200,000 m, including infill drilling (180,000 m – representing half of the planned two-year 360,000 m program) to convert inferred resources to the indicated and measured categories, as well as expanding the resource at depth and along strike. The program also includes 20,000 m of regional exploration drilling on new targets and to follow-up on the Asirem structures discovered in 2025.
Technical Report and Mineral Resource Estimate
The 2025 PEA titled "Preliminary Economic Assessmement for Boumadine Polymetallic Project, Kingdom of Morocco" is a NI 43-101 technical report (effective date November 4, 2025; filed on SEDAR+ on December 18, 2025), and is based on a Mineral Resource Estimate for Boumadine as of February 24, 2025.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 5
Q2-2026 and H1-2026 Operational Highlights
Q2-2026 | Q1-2026 | Change Q2 vs Q1 | Q2-2025 | Change Q2 vs Q2 | YTD 2026 | YTD 2025 | Change YTD | |||||||||||||||||||
Zgounder | ||||||||||||||||||||||||||
| Ore Mined (tonnes) | 444,106 | 411,766 | 8% | 241,288 | 84% | 855,872 | 435,949 | 96% | ||||||||||||||||||
| Average Grade Mined (g/t Ag) | 137 | 135 | 1% | 138 | (1)% | 136 | 144 | (6)% | ||||||||||||||||||
| Ore Processed (tonnes) | 353,888 | 326,949 | 8% | 273,471 | 29% | 680,837 | 523,214 | 30% | ||||||||||||||||||
| Average Grade Processed (g/t Ag) | 141 | 140 | 1% | 140 | 1% | 141 | 151 | (7)% | ||||||||||||||||||
| Combined Mill Recovery (%) | 91.2% | 89.4% | 1.8% | 86.5% | 4.7% | 90.3% | 84.4% | 5.9% | ||||||||||||||||||
| Milling Operations (tpd) | 3,889 | 3,633 | 7% | 3,005 | 29% | 3,762 | 2,891 | 30% | ||||||||||||||||||
| Silver Produced (oz) | 1,489,526 | 1,265,012 | 18% | 1,042,317 | 43% | 2,754,538 | 2,110,970 | 30% | ||||||||||||||||||
| Silver Sold (oz) (A) | 1,322,585 | 1,375,930 | (4)% | 1,140,452 | 16% | 2,698,515 | 2,202,017 | 23% | ||||||||||||||||||
| Cash Costs per Silver Ounce Sold1 | 17.69 | 18.64 | (5)% | 21.26 | (17)% | 18.18 | 20.14 | (10)% | ||||||||||||||||||
Production Costs per Tonne Processed1 | 55.61 | 65.89 | (16)% | 82.41 | (33)% | 60.55 | 78.16 | (23)% | ||||||||||||||||||
| Average Net Realized Silver Price ($/oz) (D/A) | 68.29 | 83.42 | (18)% | 33.86 | 102% | 76.00 | 32.90 | 131% | ||||||||||||||||||
Boumadine Reclaim Operations | ||||||||||||||||||||||||||
| Ore Processed (tonnes) | 17,153 | 21,814 | (21)% | - | NM | 38,967 | - | NM | ||||||||||||||||||
| Average Grade Processed (g/t Ag) | 179 | 181 | (1)% | - | NM | 180 | - | NM | ||||||||||||||||||
| Average Grade Processed (g/t Au) | 2.43 | 2.50 | (3)% | - | NM | 2.47 | - | NM | ||||||||||||||||||
Silver Produced (oz) | 100,721 | 127,406 | (21)% | - | NM | 228,127 | - | NM | ||||||||||||||||||
Gold Produced (oz) | 1,414 | 1,757 | (20)% | - | NM | 3,171 | - | NM | ||||||||||||||||||
| Silver Equivalent Produced (oz) | 187,784 | 227,802 | (18)% | - | NM | 415,586 | - | NM | ||||||||||||||||||
| Silver Equivalent Sold (oz) (B) | 184,536 | 50,431 | 266% | - | NM | 234,967 | - | NM | ||||||||||||||||||
Cash Costs per Silver Equivalent Ounce Sold1,2 | 10.58 | 11.86 | (11)% | - | NM | 10.85 | - | NM | ||||||||||||||||||
| Average Net Realized Silver Equivalent Price ($/oz) (E/B) | 35.08 | 49.57 | (29)% | - | NM | 38.19 | - | NM | ||||||||||||||||||
Consolidated Operations | ||||||||||||||||||||||||||
| Silver Equivalent Produced Consolidated (oz) | 1,677,310 | 1,492,814 | 12% | 1,042,317 | 61% | 3,170,124 | 2,110,970 | 50% | ||||||||||||||||||
| Silver Equivalent Sold Consolidated (oz) (C) | 1,507,121 | 1,426,361 | 6% | 1,140,452 | 32% | 2,933,482 | 2,202,017 | 33% | ||||||||||||||||||
| Average Net Realized Silver Equivalent Price ($/oz) (C/F) | 64.22 | 82.22 | (22)% | 33.86 | 90% | 72.97 | 32.90 | 122% | ||||||||||||||||||
Cash Costs per Silver Equivalent Ounce Sold1,2 | 16.82 | 18.40 | (9)% | 21.26 | (21)% | 17.59 | 20.14 | (13)% | ||||||||||||||||||
1 Non-GAAP Measures, refer to page 23.
2 Cash costs per AgEq ounce sold at Boumadine were negatively impacted by changes in the gold-to-silver ratio during the quarter. As commodity prices increased, the gold-to-silver ratio compressed, reducing reported AgEq ounces and increasing unit costs on an AgEq basis. The Corporation’s AgEq ounces for 2026 guidance at Boumadine are calculated using an 80:1 Au:Ag ratio and assumed commodity prices of $50.00/oz silver and $4,000/oz gold, compared to an average realized ratio of approximately 61:1 during Q2-2026 and 59:1 year-to-date 2026. Had the 80:1 ratio been applied during YTD-2026, reported AgEq production would have been approximately 26,366 ounces higher in Q2-2026 and 66,229 ounces higher during year-to-date 2026. This had no impact on Zgounder cash costs per AgEq ounce sold, as Zgounder production is entirely comprised of silver.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 6
Q2-2026 and H1-2026 Financial Highlights
Q2-2026 | Q1-2026 | Change Q2 vs Q1 | Q2-2025 | Change Q2 vs Q2 | YTD 2026 | YTD 2025 | Change YTD | |||||||||||||||||||
Revenue - Silver (D)* | 90,321 | 114,774 | (21)% | 38,615 | 134% | 205,095 | 72,446 | 183% | ||||||||||||||||||
Revenue - Pyrite (E) | 6,473 | 2,500 | 159% | - | NM | 8,973 | - | NM | ||||||||||||||||||
Revenues (F) | 96,794 | 117,274 | (17)% | 38,615 | 151% | 214,068 | 72,446 | 195% | ||||||||||||||||||
Cost of Sales | 33,381 | 33,515 | -% | 29,673 | 12% | 66,894 | 53,257 | 26% | ||||||||||||||||||
Gross Profit | 63,413 | 83,759 | (24)% | 8,942 | 609% | 147,174 | 19,189 | 667% | ||||||||||||||||||
Operating Income | 53,155 | 77,585 | (31)% | 7,669 | 593% | 130,742 | 10,995 | 1,089% | ||||||||||||||||||
Income before Income Taxes | 56,509 | 76,290 | (26)% | 10,443 | 441% | 132,801 | 21,106 | 529% | ||||||||||||||||||
Net Income | 35,038 | 48,533 | (28)% | 8,641 | 305% | 83,567 | 15,571 | 437% | ||||||||||||||||||
Operating Cash Flow | 48,402 | 70,175 | (31)% | 7,787 | 522% | 118,573 | 15,706 | 655% | ||||||||||||||||||
Cash and cash equivalents | 182,808 | 171,670 | 6% | 113,832 | 61% | 182,808 | 113,832 | 61% | ||||||||||||||||||
Total Assets | 702,294 | 658,387 | 7% | 565,774 | 24% | 702,294 | 565,774 | 24% | ||||||||||||||||||
Total Non-Current Financial Liabilities | 57,107 | 71,138 | (20)% | 83,976 | (32)% | 57,107 | 83,976 | (32)% | ||||||||||||||||||
Working Capital3 | 144,771 | 141,379 | 2% | 88,403 | 64% | 144,771 | 88,403 | 64% | ||||||||||||||||||
EPS | ||||||||||||||||||||||||||
Income Per Share (EPS) - Basic | 0.24 | 0.34 | (29)% | 0.07 | 243% | 0.58 | 0.12 | 383% | ||||||||||||||||||
Income Per Share (EPS) - Diluted | 0.23 | 0.33 | (30)% | 0.06 | 283% | 0.56 | 0.11 | 409% | ||||||||||||||||||
*net of treatment, smelting, and refining costs
Q2-2026 Operational Highlights:
•Consolidated silver equivalent ("AgEq") production of 1,677,310 ounces ("oz"), representing a 61% increase compared to Q2-2025, supported by fully ramped operations at Zgounder. Production also increased 12% compared to Q1-2026, reflecting continued optimization of Zgounder operations. Consolidated production included 187,784 AgEq4 oz from the Boumadine pyrite reclaim operation.
Zgounder Silver Mine
•Produced 1,489,526 oz of silver ("Ag"), an increase of 43% from Q2-2025, mainly driven by the ramp-up of operations. Production increased 18% compared to Q1-2026, reflecting a rebound from the seasonally lower first quarter and continued operational optimization initiatives.
•Mill feed grade of 141 g/t Ag, up 1% compared to both Q2-2025 and Q1-2026.
•Processed 353,888 tonnes (3,889 tpd); milling rate increased 29% from Q2-2025 and 7% from Q1-2026. Additional crushing capacity was provided by a contractor to support higher throughput. Plant availability was 97% and mill recovery was 91.2%.
•Mined 444,106 tonnes (4,880 tpd) at 137 g/t Ag, compared with 241,288 tonnes (2,652 tpd) in Q2-2025 and 411,766 tonnes (4,575 tpd) in Q1-2026. The average grade mined remained consistent with both Q2-2025 and Q1-2026.
3 Non-GAAP Measures, consisting of current assets of $286,306 less current liabilities of $141,535 (March 31, 2026, current assets of $256,947 less current liabilities of $115,568 and June 30, 2025, current assets of $179,598 less current liabilities of $91,195).
4 Cash costs per AgEq ounce sold at Boumadine were negatively impacted by changes in the gold-to-silver ratio during the quarter. As commodity prices increased, the gold-to-silver ratio compressed, reducing reported AgEq ounces and increasing unit costs on an AgEq basis. The Corporation’s AgEq ounces for 2026 guidance at Boumadine are calculated using an 80:1 Au:Ag ratio and assumed commodity prices of $50.00/oz silver and $4,000/oz gold, compared to an average realized ratio of approximately 61:1 during Q2-2026 and 59:1 year-to-date 2026. Had the 80:1 ratio been applied during YTD-2026, reported AgEq production would have been approximately 26,366 ounces higher in Q2-2026 and 66,229 ounces higher during year-to-date 2026. This had no impact on Zgounder cash costs per AgEq ounce sold, as Zgounder production is entirely comprised of silver.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 7
•Open-pit operations achieved a mining rate of 3,437 tpd of ore at 141 g/t Ag with a strip ratio of 10, while underground operations achieved an average mining rate of 1,444 tpd at 129 g/t Ag.
Boumadine Pyrite Reclaim
•Produced 100,721 oz of silver and 1,414 oz of gold, down 21% and 20%, respectively, compared to Q1-2026. Silver equivalent production totaled 187,784 AgEq oz, down 18% from Q1-2026, based on a realized Ag:Au ratio of 61:15.
•Material reclaimed and crushed totaled 17,153 tonnes at average grades of 179 g/t Ag and 2.43 g/t Au.
Exploration
•Completed 50,567 m of exploration drilling at Boumadine and 4,440 m at Zgounder.
Q2-2026 Financial Highlights:
•Revenue of $96,794, up 151% from Q2-2025, reflecting higher silver equivalent ounces sold and stronger average net realized prices. Compared with Q1-2026, revenue declined 17%, primarily due to lower average net realized silver equivalent prices, which decreased to $64.22/oz from $82.22/oz in Q1-2026, partially offset by higher silver equivalent ounces sold.
•Cost of sales totaled $33,381, representing a 12% increase from Q2-2025, primarily reflecting higher sales volumes. Cash costs were $16.82 per silver equivalent ounce sold,6, down 21% from Q2-2025 and 9% from Q1-2026. Lower unit costs were primarily driven by a strip ratio of 10 during the quarter, compared to 14 in Q2-2025, reflecting continued mining of ore-rich zones during construction of the tailings storage facility.
•Gross profit of $63,413 up from $8,942 in Q2-2025.
•Net income of $35,038 (diluted EPS of $0.23), compared to net income of $8,641 (diluted EPS of $0.06) in Q2-2025. This compares to net income of $48,533 (diluted EPS of $0.33) in Q1-2026.
•Cash flow from operations of $48,402 compared to $7,787 in Q2-2025 and $70,175 in Q1-2026.
•Fully repaid the $15 million Boumadine Project loan with the European Bank for Reconstruction and Development ("EBRD") ahead of its contractual maturity date.
H1-2026 Operational Highlights:
•Consolidated silver equivalent ("AgEq") production of 3,170,124 ounces ("oz"), representing a 50% increase compared to H1-2025 supported by fully ramped operations and continued optimization of Zgounder operations. Consolidated production included 415,586 AgEq oz from the Boumadine pyrite reclaim operation.
Zgounder Silver Mine
•Produced 2,754,538 oz of silver ("Ag"), an increase of 30% from H1-2025, mainly driven by fully ramped operations and optimization initiatives.
•Mill feed grade of 141 g/t Ag, down 7% compared to H1-2025.
•Processed 680,837 tonnes (3,762 tpd); milling rate increased 30% from H1-2025; plant availability of 98% and mill recovery of 90.3%.
5 Cash costs per AgEq ounce sold at Boumadine were negatively impacted by changes in the gold-to-silver ratio during the quarter. As commodity prices increased, the gold-to-silver ratio compressed, reducing reported AgEq ounces and increasing unit costs on an AgEq basis. The Corporation’s AgEq ounces for 2026 guidance at Boumadine are calculated using an 80:1 Au:Ag ratio and assumed commodity prices of $50.00/oz silver and $4,000/oz gold, compared to an average realized ratio of approximately 61:1 during Q2-2026 and 59:1 year-to-date 2026. Had the 80:1 ratio been applied during YTD-2026, reported AgEq production would have been approximately 26,366 ounces higher in Q2-2026 and 66,229 ounces higher during year-to-date 2026. This had no impact on Zgounder cash costs per AgEq ounce sold, as Zgounder production is entirely comprised of silver.
6 Non-GAAP Measures, refer to page 23.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 8
•Mined 855,872 tonnes (4,729 tpd) at 136 g/t Ag, compared with 435,949 tonnes (2,409 tpd) in H1-2025. Open-pit operations achieved a mining rate of 3,203 tpd, while underground operations achieved an average mining rate of 1,526 tpd, up 100% and 88%, respectively, compared to H1-2025.
Boumadine Pyrite Reclaim
•Produced 228,127 oz of silver and 3,171 oz of gold during H1-2026. Silver equivalent production totaled 415,586 AgEq oz, based on a realized Ag:Au ratio of 59:17. No production was reported in H1-2025, as production commenced in Q4-2025.
•Material reclaimed and crushed totaled 38,967 tonnes at average grades of 180 g/t Ag and 2.47 g/t Au.
Exploration
•Exploration drilling totaled 93,394 m at Boumadine and 10,278 m at Zgounder.
H1-2026 Financial Highlights:
•Revenue of $214,068, up 195% from H1-2025, driven by a 122% increase in average net realized prices to $72.97/oz from $32.90/oz in H1-2025 and a 33% increase in silver equivalent ounces sold.
•Cost of sales of $66,894, with a cash cost of $17.59 per silver equivalent ounce sold7,8, down 13% from H1-2025, driven by higher throughput, increased production levels and operating efficiencies. Cash costs per silver equivalent ounce sold also benefited from a lower strip ratio, reflecting a focus on mining ore-rich zones during tailings storage facility construction, as well as the normalization of operations following first-quarter weather-related disruptions.
•Gross profit of $147,174, up from 19,189 in H1-2025.
•Net income of $83,567 (diluted EPS of $0.56), compared to net income of $15,571 (diluted EPS of $0.11) in H1-2025.
•Cash flow from operations of $118,573 compared to $15,706 in H1-2025.
•Fully repaid the $15 million Boumadine Project loan with EBRD ahead of its contractual maturity date.
7Cash costs per AgEq ounce sold at Boumadine were negatively impacted by changes in the gold-to-silver ratio during the quarter. As commodity prices increased, the gold-to-silver ratio compressed, reducing reported AgEq ounces and increasing unit costs on an AgEq basis. The Corporation’s AgEq ounces for 2026 guidance at Boumadine are calculated using an 80:1 Au:Ag ratio and assumed commodity prices of $50.00/oz silver and $4,000/oz gold, compared to an average realized ratio of approximately 61:1 during Q2-2026 and 59:1 year-to-date 2026. Had the 80:1 ratio been applied during YTD-2026, reported AgEq production would have been approximately 26,366 ounces higher in Q2-2026 and 66,229 ounces higher during year-to-date 2026. This had no impact on Zgounder cash costs per AgEq ounce sold, as Zgounder production is entirely comprised of silver.
8 Non-GAAP Measures, refer to page 23.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 9
Silver Equivalent Production Chart
Recent Developments
Acquisition of SA Strategy SARL
Subsequent to the period-end, the Corporation, through its wholly-owned subsidiary Aya International Development Holdings SPV Ltd, completed the acquisition of 100% of the issued share capital of SA Strategy SARL, a Moroccan company holding a portfolio of 21 mining exploitation and exploration licenses located in the Errachidia, Guelmim and Agadir regions of Morocco, from its two individual founding shareholders. Certain customary post-closing administrative formalities in Morocco remain in progress.
Total fixed cash and debt assumption for the transaction was MAD 10 million (equivalent to approximately $1,070). In addition, the sellers are entitled to: (i) MAD 2 million (equivalent to approximately $215) for each 25 Moz silver-equivalent tranche of Measured and Indicated resources established in a future NI 43-101 technical report in respect of the mining titles owned by SA Strategy SARL (the "Mining Titles"); (ii) an amount equal to 1% of the after-tax net present value, as determined in a future NI 43-101 pre-feasibility study in respect of the Mining Titles, payable upon publication of such study; and (iii) a 2% net smelter return royalty on future commercial production from the Mining Titles, of which the first 1% may be repurchased by SA Strategy SARL for $5 million and the remaining 1% may be repurchased for a maximum purchase price of $15 million.
Management has preliminarily assessed the transaction as an asset acquisition rather than a business combination under IFRS 3, Business Combinations, as substantially all of the fair value of the gross assets acquired is concentrated in a group of similar identifiable assets comprising the mining licenses, and no organized workforce or substantive processes were acquired.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 10
Operating Results
Q2-2026 Zgounder Silver Mine Operations
In Q2-2026, 353,888 tonnes of ore were processed. Mill availability for the quarter was 97%, with an average processed grade of 141 g/t Ag. Throughout the quarter, the milling rate continued to stabilize and increase. A contractor was mobilized with a mobile crusher to reduce the plant crusher feed size, resulting in increased throughput. Recovery was 91.2%, on target. Daily throughput averaged 3,889 tpd, producing 1,489,526 oz of silver during the quarter. The addition of a permanent tertiary crusher unit within the existing crushing circuit is expected to be completed in early 2027. Until then, the crushing contractor will remain onsite, ensuring higher mill throughput.
The total mining rate for the quarter reached a record average of 4,880 tpd, for a total of 444,106 tonnes of ore mined, at a grade of 137 g/t Ag. Open pit mining achieved a record mining rate of 3,437 tpd.
In Q2-2026, 312,732 tonnes (3,437 tpd) of ore were mined from the open pit at an average grade of 141 g/t Ag and a strip ratio of 10. Underground, 131,374 tonnes (1,444 tpd) were mined at an average grade of 129 g/t Ag.
At the end of the quarter, the stockpile stood at 373,884 tonnes of ore at an average grade of 117 g/t Ag, representing an increase compared to the previous quarter. The stockpile will continue to increase as we anticipate slowing underground mining rates in the next 12-18 months as we focus on development of lower levels. The stockpile will decrease beginning in 2027.
During the quarter, a portion of the open pit waste was used, and trucking capacity was utilized to haul the waste to build phase two of the Tailings Storage Facility ("TSF"). The mining team therefore focused on ore-rich zones to meet production requirements. With phase 2 of the TSF complete, and additional hauling capacity available, the strip ratio is expected to increase in H2-2026 as waste areas within the mine plan will be mined.
During the next quarters, underground development is expected to accelerate with the development of sub levels (1925 to 1775), to liberate upper levels (2050-1975) which will be mined within open pit operations. The decline ramp has reached Level 1775 and continues to advance toward deeper levels.
Figure 1 - Zgounder Open Pit
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 11
Capital Projects
The site services team completed phase 2 of the TSF in early Q3-2026, as planned and on budget. Other ongoing capital projects include the installation of an ore sorter aimed at processing marginal ore which is currently considered as waste. The ore sorter is expected to be commissioned in Q4-2026. A tertiary crusher was ordered with construction and installation to be completed early 2027. Finally, extra housing for staff and a mine office are under construction.
The open pit is in full operation and integrated in production.
Underground development continues to progress, with new, deeper mining levels being established down to level 1850. The decline ramp has advanced to level 1775, and a new ventilation raise connecting levels 1925 and 1825 was commissioned in Q1-2026. Construction of an emergency access raise between levels 1925 and 1850 commenced during the quarter and is expected to be completed in Q3-2026, enhancing access and safety for the lower mining levels. Construction of an additional ventilation raise between levels 1825 and 1750 is expected to commence before the end of Q3-2026. The decline design for all lower levels has been completed, and the decline ramp is expected to reach level 1700 by year-end, with further advancement to level 1600 and beyond planned in 2027 as geological resources continue to be defined. Underground production development is currently focused on mining below level 1900, down to level 1825. Development of an extension to level 1825 is also underway to support exploration at depth west of the Zgounder River.
Q2-2026 Boumadine Reclaim Operations
In late 2025, Aya commenced the reclamation and sale of its historical pyrite stockpile at the Boumadine Project. During Q2-2026, a total of 17,153 tonnes were reclaimed and crushed, at grades of 179 g/t Ag and 2.43 g/t Au. A total of 1,414 oz of gold and 100,721 oz of silver were recovered, representing 187,784 oz of silver equivalent9 for Q2-2026.
At the end of Q2-2026, crushed inventory stood at 298,977 oz AgEq equivalent, located at various ports, awaiting shipment. Reclaimed pyrite inventory is increasing in preparation of bulk shipments in H2-2026. Meanwhile, containerized shipments are ongoing. Pyrite exports are expected to accelerate in H2-2026 to meet guidance for the year.
As announced on November 19, 2025, the initiative is expected to continue for approximately 20–24 months from the start of operations. The overall Boumadine Polymetallic Project remains at the exploration and evaluation stage and is not in commercial production.
Development and Exploration
Aya is advancing a comprehensive 2026 exploration and development program at Zgounder and Boumadine, targeting approximately 30,000 metres of drilling at Zgounder and 200,000 metres at Boumadine to expand the resource base and support long-term growth. Activities include near-mine and regional exploration at Zgounder, as well as an extensive drilling and technical program at Boumadine to advance resource conversion and feasibility work.
Zgounder Silver Mine
Drilling Activity
In Q2-2026, Aya completed 4,439 m of diamond drilling, bringing year-to-date drilling to 10,278 m, representing approximately 51% of its planned 2026 exploration program. Drilling focused on near-mine targets in the open-pit area, central zone and near the Western Fault to define extensions of high-grade silver mineralization and support potential resource growth. Results continued to demonstrate strong continuity of mineralization, with notable intercepts including 1,330 g/t Ag over 4.6 m (Hole DZG-SF-26-740) in the central area, 1,867 g/t Ag over 6.0 m (Hole ZG-RC-26-946) and 739 g/t Ag and over 10.0 m (Hole ZG-RC-26-942) in the open-pit area. Development of the exploration drift at the 1,825-metre level advanced during the quarter, supporting planned drilling west of the Western Fault in the second half of 2026.
9 Cash costs per AgEq ounce sold at Boumadine were negatively impacted by changes in the gold-to-silver ratio during the quarter. As commodity prices increased, the gold-to-silver ratio compressed, reducing reported AgEq ounces and increasing unit costs on an AgEq basis. The Corporation’s AgEq ounces for 2026 guidance at Boumadine are calculated using an 80:1 Au:Ag ratio and assumed commodity prices of $50.00/oz silver and $4,000/oz gold, compared to an average realized ratio of approximately 61:1 during Q2-2026 and 59:1 year-to-date 2026. Had the 80:1 ratio been applied during YTD-2026, reported AgEq production would have been approximately 26,366 ounces higher in Q2-2026 and 66,229 ounces higher during year-to-date 2026. This had no impact on Zgounder cash costs per AgEq ounce sold, as Zgounder production is entirely comprised of silver.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 12
Regional drilling started on the 10th of July with an RC campaign at North Zgounder targeting strong Ag-Au-Cu anomalies and showings.
Mapping and Target Generation
Detailed geological mapping and prospecting are being carried out on Tourchkal, Zgounder North and Zgounder Far East permits. Several drill targets have been identified on these permits supporting future drilling in 2026.
Technical Report
The Zgounder Report is prepared in accordance with NI 43-101 and is available on Aya’s website, SEDAR+ and EDGAR. It incorporates updated mineral resources and reserves estimates as well as a revised life-of-mine plan extending to 2036.
Boumadine
Drilling Activity
In Q2-2026, Aya completed 50,567 m of diamond drilling, bringing year-to-date drilling to 93,394 m, representing approximately 47% of its planned 2026 program. Drilling during the quarter confirmed the high-grade nature and continuity of the Boumadine Main Trend, which remains open in all directions. In addition, hole BOU-DD25-745, located south of the Main Trend, intersected a new mineralized parallel structure approximately 70 m below the current resource pit shell, including 890 g/t AgEq over 51.5 m. This new structure has the potential to increase the Mineral Resources and extend the depth of the open pit and will require follow-up drilling upward and laterally to fully assess its potential. These results build on the new mineralized parallel structure identified in the first quarter, approximately 500 m east of the Main Trend, where initial drilling intersected mineralization within a broader massive sulphide interval at depth, including 115 g/t AgEq over 2.5 m and 331 g/t AgEq over 0.8 m (BOU-DD25-707). Other notable drill results during Q2-2026 included 665 g/t AgEq over 20.4 m (BOU-DD25-746), 746 g/t AgEq over 14.9 m (BOU-DD26-790), and 511 g/t AgEq over 9.4 m (BOU-DD26-786).
Permitting, Mapping and Targeting
In Q2-2026, the Corporation continued mapping and prospecting, developing new targets which will be tested in 2026 and beyond.
Aya has filed a request to renew the Boumadine Mining License (LE-383661), which expired on May 16, 2026. The renewal process is underway, with the required fees paid and the inspection by the Moroccan Directorate of Mines completed. Based on the progress of the renewal process, the Corporation does not anticipate any issues with the application. Upon approval, the license is expected to be renewed for a 10-year renewable term in accordance with the Moroccan mining code.
Boumadine Preliminary Economic Assessment
The 2025 PEA is available on the Corporation's website, SEDAR+ and EDGAR. The 2025 PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the 2025 PEA will be realized.
Updated Boumadine Preliminary Economic Assessment
The Corporation continues to advance the Updated PEA for the Boumadine Project, which is expected to be released in the second half of 2026. The Updated PEA is expected to incorporate an updated mineral resource model, a revised mine plan, and updated metal price and concentrate payable assumptions reflecting current market conditions.
Note Regarding the Use of Mineral Resources and Mineral Reserves
The key assumptions, parameters and methods used to estimate the mineral resources for Boumadine and mineral resources and reserves for Zgounder, and the identification of known legal, political, environmental or other risks that could materially affect the potential development of the mineral resources and reserves are described in the 2025 PEA and the Zgounder Report. Mineral resources are not mineral reserves and do not have demonstrated economic viability.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 13
Overview of Financial Performance
For the three and six-month periods ended June 30, 2026 and 2025, (in thousands of dollars):
| Three-month periods ended | Six-month periods ended | |||||||||||||||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||||||||||||||
2026 | 2025 | Variance | 2026 | 2025 | Variance | |||||||||||||||||||||||||||
Revenues | 96,794 | 38,615 | 151% | 214,068 | 72,446 | 195% | (1) | |||||||||||||||||||||||||
Cost of sales | 33,381 | 29,673 | 12% | 66,894 | 53,257 | 26% | (2) | |||||||||||||||||||||||||
Gross profit | 63,413 | 8,942 | 609% | 147,174 | 19,189 | 667% | (3) | |||||||||||||||||||||||||
General and administrative expenses | 7,881 | 2,939 | 168% | 11,364 | 5,821 | 95% | (4) | |||||||||||||||||||||||||
General and administrative expenses - Share-based payments | 2,377 | 4,149 | (43)% | 5,068 | 8,188 | (38)% | (5) | |||||||||||||||||||||||||
Other operating income | - | (5,815) | NM | - | (5,815) | NM | ||||||||||||||||||||||||||
Operating income | 53,155 | 7,669 | 593% | 130,742 | 10,995 | 1,089% | ||||||||||||||||||||||||||
Net finance income | 3,599 | 3,101 | 16% | 2,665 | 10,438 | (74)% | (6) | |||||||||||||||||||||||||
Share of loss in associate, net of tax | (245) | (327) | 25% | (606) | (327) | (85)% | ||||||||||||||||||||||||||
Net income before income taxes | 56,509 | 10,443 | 441% | 132,801 | 21,106 | 529% | ||||||||||||||||||||||||||
Income tax expense | 21,471 | 1,802 | 1092% | 49,234 | 5,535 | 790% | (7) | |||||||||||||||||||||||||
Net income for the period | 35,038 | 8,641 | 305% | 83,567 | 15,571 | 437% | (8) | |||||||||||||||||||||||||
Income per share (diluted) | 0.23 | 0.06 | 283% | 0.56 | 0.11 | 409% | (8) | |||||||||||||||||||||||||
*NM – Not Meaningful
Three-month period ended June 30, 2026, compared to the three-month period ended June 30, 2025
1.Revenues totaled $96,794 in Q2-2026 compared to $38,615 in Q2-2025, driven by a 32% increase in silver equivalent ounces sold to 1,507,121 oz in Q2-2026 from 1,140,452 oz in Q2-2025, including 184,536 AgEq oz sold from the Boumadine pyrite reclaim operation compared to no sales from the operation in Q2-2025. Compared to Q2-2025, when the Zgounder Silver Mine was continuing to ramp up following the achievement of commercial production on December 29, 2024, ore processed increased by 29% year-over-year from 273,471 tonnes in Q2-2025 to 353,888 tonnes in Q2-2026. Furthermore, average net realized silver equivalent price per ounce sold increased by 90% to $64.22 per AgEq oz in Q2-2026 compared to $33.86 per AgEq oz in Q2-2025.
2.Cost of sales in Q2-2026 increased by 12% compared to Q2-2025, driven by the increase in tonnes mined, milled and resulting ounces sold and a larger depreciation expense on a larger asset base. Production costs decreased despite significantly higher mining and processing volumes and relatively consistent average grades, primarily reflecting lower open-pit stripping costs as the strip ratio decreased to 10 in Q2-2026 from 14 in Q2-2025 while the Corporation focused on the phase two of the TSF rather than waste stripping activities. Production costs also benefited from lower underground mining costs, primarily as a result of underground development being significantly lower than originally planned. Depreciation expense increased by $2,463 compared to Q2-2025, reflecting the expanded depreciable asset base and higher production under the units-of-production depreciation method, with ounces mined increasing from 1,029,645 in Q2-2025 to 1,961,510 in Q2-2026. Higher process throughput contributed to increased production and sales. Unit production costs were lower in Q2-2026 compared to Q2-2025. Royalties were $2,904 in Q2-2026 compared to $1,158 in Q2-2025, reflecting higher sales, representing 3% of revenue.
3.Gross profit for the quarter was $63,413 compared to $8,942 in Q2-2025, representing an increase of 609%. The increase was primarily driven by higher average net realized silver equivalent price per ounce and increased sales volumes. Lower cash costs in Q2-2026 of $16.82 compared to cash cost of $21.26 in Q2-2025, also contributed to the improvement with additional savings of $6,687.
4.General and administrative expenses increased by 168% or $4,942 in Q2-2026 compared with Q2-2025. This increase was primarily attributable to professional fees related to the DF litigation, reporting issuer costs associated with the Corporation's Nasdaq listing, and increased salaries and benefits reflecting an increase of the corporate workforce to support the related U.S. reporting requirements, as well as other strategic initiatives.
5.General and administrative expenses - Share-based payments expense decreased by 43% or $1,772 in Q2-2026 compared with Q2-2025. The decrease was driven by a lower non-cash expense related to share-based payments expense in Q2-2026
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 14
related to the August 2024 stock option issuance. Under the vesting attribution method, a higher proportion of the total expense is recognized in the earlier periods of the vesting schedule. As a result, share-based payments expense was higher in Q2-2025, with a natural decline in Q2-2026 as a greater portion of the expense had already been recognized in prior periods.
6.Net finance income increased by 16%, or $498, in Q2-2026 primarily due to higher interest income and lower finance costs on long-term debt, partially offset by lower foreign exchange gains compared to Q2-2025. During Q2-2026, the Canadian dollar depreciated by 2% against the U.S. dollar, resulting in foreign exchange gain of approximately $4,400. By comparison, Q2-2025 benefited from foreign exchange gain of approximately $5,300 driven by a 7% appreciation of the MAD against the U.S. dollar. Notably, as the intercompany advances to our Moroccan subsidiaries and the long-term debt in ZMSM are denominated in U.S. dollars, fluctuations in exchange rates generated foreign exchange losses in the Moroccan entities, partially offset by foreign exchange gains in the Canadian entity resulting from the appreciation of the U.S. dollar against the Canadian dollar. The reduction in foreign exchange gain in Q2-2026 was offset by an increase in interest income in Q2-2026 compared to Q2-2025 of approximately $849 due to a higher cash balance during the period. The quarter included a decrease in interest costs related to the EBRD loan, due to a lower outstanding loan balance following the first principal repayment of $14,285 on the Zgounder expansion loan, which was made in January 2026.
7.Income tax expense in Q2-2026 was $21,471, compared to $1,802 in Q2-2025, primarily due to higher net taxable income at the Zgounder Silver Mine and the increase in the Moroccan corporate income tax rate applicable to taxpayers with annual taxable income exceeding MAD 100 million, under which the Zgounder Silver Mine was taxed at 35% in Q2-2026 compared to 31.25% in Q2-2025. Together, these factors accounted for $20,852 of the increase, as well as $621 of accrued withholding taxes on interest accruing on outstanding intercompany advances to Moroccan subsidiaries. The increase in taxable income reflects higher revenue generated from the increase in the average net realized silver equivalent price per oz sold, as well as higher operating income at the Zgounder Silver Mine, together with sales generated by the pyrite reclamation operations at Boumadine, which are carried out through a separate Moroccan subsidiary.
8.Net income of $35,038 (diluted EPS of $0.23) was recorded in Q2-2026 compared to net income of $8,641 (diluted EPS of $0.06) in Q2-2025.
Six-month period ended June 30, 2026, compared to the six-month period ended June 30, 2025
1.Revenues totaled $214,068 in H1-2026 compared to $72,446 in H1-2025, driven by a 33% increase in silver equivalent ounces sold to 2,933,482 oz in H1-2026 from 2,202,017 oz in H1-2025, including 234,967 AgEq oz sold from the Boumadine pyrite reclaim operation compared to no sales from this operation in H1-2025. Compared to H1-2025, when the Zgounder Silver Mine was continuing to ramp up following the achievement of commercial production on December 29, 2024, ore processed increased by 30% year-over-year from 523,214 tonnes in H1-2025 to 680,837 tonnes in H1-2026. Furthermore, average net realized silver equivalent price per ounce sold increased by 122% to $72.97 per AgEq oz in H1-2026 compared to $32.90 per AgEq oz in H1-2025.
2.Cost of sales in H1-2026 increased by 26% compared to H1-2025, driven by the increase in tonnes mined, milled and resulting ounces sold and higher depreciation expense on a larger asset base. Production costs remained relatively stable despite significantly higher mining and processing volumes and slightly lower average grades, primarily reflecting lower open-pit stripping costs as the strip ratio decreased to 10 in H1-2026 from 14 in H1-2025 while the Corporation focused on the phase two of the TSF rather than waste stripping activities. Production costs also benefited from lower underground mining costs, primarily as a result of underground development being significantly lower than originally planned. Depreciation expense increased by $5,714 compared to H1-2025, reflecting the expanded depreciable asset base and higher production under the units-of-production depreciation method, with ounces mined increasing from 2,039,006 in H1-2025 to 3,745,317 in H1-2026. Lower processed grades in H1-2026 compared to H1-2025 required higher throughput to ensure silver production. The higher throughput resulted in increased production and revenues. Cash costs per silver equivalent ounce sold improved in H1-2026 compared to H1-2025. Royalties were $6,400 in H1-2026 compared to $2,173 in H1-2025, reflecting higher sales, representing 3% of revenue.
3.Gross profit in H1-2026 was $147,174 compared to $19,189 in H1-2025, representing an increase of 667%. The increase was primarily driven by higher average net realized silver equivalent price per ounce and increased sales volumes. Lower cash costs in H1-2026 of $17.59 compared to cash cost of $20.14 in H1-2025, also contributed to the improvement with additional savings of $7,467.
4.General and administrative expenses increased by 95% or $5,543 in H1-2026 compared with H1-2025. This increase was primarily attributable to higher professional fees related to the DF litigation, reporting issuer costs associated with the Corporation's Nasdaq listing and increased salaries and benefits reflecting the expansion of the head office workforce to support the Nasdaq listing and related U.S. public company requirements, as well as other strategic initiatives.
5.General and administrative expenses - Share-based payments decreased by 38% or $3,120 in H1-2026 compared with H1-2025. The decrease was driven by a lower non-cash expense related to share-based payments expense in H1-2026
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 15
related to the August 2024 stock purchase option issuance. Under the vesting attribution method, a higher proportion of the total expense is recognized in the earlier periods of the vesting schedule. As a result, share-based payments expense was higher in H1-2025, with a natural decline in H1-2026 as a greater portion of the expense had already been recognized in prior periods.
6.Net finance income decreased by 74% or $7,773 in H1-2026 primarily due to lower foreign exchange gains in H1-2026 compared to H1-2025. During H1-2026, the 3.7% depreciation of the Canadian dollar against the U.S. dollar generated a foreign exchange gain of approximately $8,500, partially offset by foreign exchange losses of approximately $4,100 resulting from the depreciation of the MAD against the U.S. dollar. By comparison, H1-2025 benefited from a foreign exchange gain of approximately $24,000, mainly driven by the 12% appreciation of the MAD against the U.S. dollar on U.S. dollar-denominated intercompany advances and long-term debt, partially offset by a $9,000 loss from the 5% depreciation of the U.S. dollar against the Canadian dollar. The reduction in foreign exchange gains in H1-2026 was offset by an increase in interest income of approximately $1,478 in H1-2026 compared to H1-2025 due to a higher cash balance during the period. The period included a decrease in interest costs tied to the EBRD loan of $1,068 due to a lower outstanding loan balance following the first principal repayment of $14,285 on the Zgounder expansion loan, which was made in January 2026.
7.Income tax expense in H1-2026 was $49,234, compared to $5,535 in H1-2025, primarily due to higher net taxable income at the Zgounder Silver Mine and the increase in the Moroccan corporate income tax rate applicable to taxpayers with annual taxable income exceeding MAD 100 million, under which the Zgounder Silver Mine was taxed at 35% in H1-2026 compared to 31.25% in H1-2025. Together, these factors accounted for $47,950 of the increase, as well as $1,285 of accrued withholding taxes on interest accruing on outstanding intercompany advances to Moroccan subsidiaries. The increase in taxable income reflects higher revenue generated from the increase in the average net realized silver equivalent price per oz sold, as well as higher operating income at the Zgounder Silver Mine, together with sales generated by the pyrite reclamation operations at Boumadine, which are carried out through a separate Moroccan subsidiary.
8.Net income of $83,567 (diluted EPS of $0.56) was recorded in H1-2026 compared to net income of $15,571 (diluted EPS of $0.11) in H1-2025.
Summary of Quarterly Results
Selected Quarterly Information
Revenues | Net income (loss) | Income (loss) per share (diluted) | |||||||||
Quarter ended | $ | $ | $ | ||||||||
| June 30, 2026 | 96,794 | 35,038 | 0.23 | ||||||||
| March 31, 2026 | 117,274 | 48,533 | 0.33 | ||||||||
| December 31, 2025 | 75,320 | 18,287 | 0.12 | ||||||||
| September 30, 2025 | 54,337 | 12,422 | 0.09 | ||||||||
| June 30, 2025 | 38,615 | 8,641 | 0.06 | ||||||||
| March 31, 2025 | 33,831 | 6,931 | 0.05 | ||||||||
| December 31, 202410 | 9,338 | (29,983) | (0.20) | ||||||||
| September 30, 2024 | 11,024 | (263) | 0.00 | ||||||||
Revenues in Q2-2026 were $96,794 compared to $117,274 in Q1-2026. The Corporation increased AgEq ounces sold to 1,507,121 AgEq ounces, including 184,536 AgEq ounces sold from the Boumadine pyrite reclaim operation in Q2-2026 compared to 1,426,361 AgEq ounces, including 50,431 AgEq ounces sold from the operation in Q1-2026, an increase of 6%. This higher sales volume was offset by a lower average net realized silver equivalent price per AgEq ounce, which decreased to $64.22 per AgEq ounce in Q2-2026 from $82.22 per AgEq ounce in Q1-2026, a decrease of 17%, resulting in lower revenues during the quarter. Cost of sales remained stable despite higher ounces sold, primarily due to lower cash costs per ounce sold during the quarter. The lower average net realized silver equivalent price per AgEq ounce reduced the gross profit margin to
10 In the quarter ended December 31, 2024, loss per share had previously been calculated using total net loss rather than net loss attributable to Aya shareholders. The comparative EPS amounts have been adjusted from previously reported $(0.23) to $(0.20) to reflect the net loss attributable to Aya shareholders in the quarter ended December 31, 2024. This adjustment affects only the presentation of loss per share and has no impact on the Corporation's net loss, total equity, cash flows, or financial position in the quarter.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 16
66% in Q2-2026 from 71% in Q1-2026, resulting in lower income before income taxes. This decline was partially offset by lower income tax expense for the quarter.
Revenues in Q1-2026 were $117,274 compared to $75,320 in Q4-2025. The Corporation sold 1,426,361 AgEq ounces, including 50,431 AgEq oz sold from the Boumadine pyrite reclaim operation in Q1-2026 compared to 1,290,023 AgEq ounces, including 172,129 AgEq oz sold from the operation in Q4-2025. This increase in ounces sold, combined with the higher average net realized silver equivalent price per ounce, which increased to $82.22 per AgEq ounce in Q1-2026 from $58.39 per AgEq ounce in Q4-2025, resulted in higher revenues during the quarter. Cost of sales remained stable. Lower unit production costs resulting from higher ounces sold during Q1-2026 were offset by higher royalty expenses, reflecting higher sales, and increased depreciation expense during the quarter. As a result of the increase in silver price, the gross profit margin improved from 57% in Q4-2025 to 71% in Q1-2026, mainly driven by the higher net realized silver equivalent price and lower unit cash costs during the quarter. The increase in gross profit contributed to higher net income. Furthermore, interest income was higher due to an increased cash and cash equivalents balance. However, the increase in net income before taxes was offset by higher income tax expense for the quarter.
Revenues in Q4-2025 were $75,320 compared to $54,337 in Q3-2025. The Corporation sold 1,290,023 oz of silver in Q4-2025 compared to 1,363,511 oz in Q3-2025. The decrease in sales volume due to timing was largely offset by the higher average net realized silver equivalent price, which rose to $58.39 per ounce in Q4-2025 from $39.85 per ounce in Q3-2025, more than offsetting the lower sales volume and resulting in higher revenues during the quarter. Cost of sales remained stable. Lower production costs resulting from the decrease in ounces sold during Q4-2025 were offset by higher royalty expenses, reflecting higher silver prices, and increased amortization expenses during the quarter. As a result of the increase in silver prices, the gross profit improved in Q4-2025, from 39% to 57% as sales greatly increased and cost of sales were stable during the quarter. The gross profit increase contributed to the increase in net income. Furthermore, the quarter experienced a decrease in general and administration expenses from lower share-based payment expenses. This non-cash expense is from the accounting treatment applied to share purchase options issued in August 2024. However, the increase in net income before taxes was offset by an increased tax expense for the quarter.
Revenues in Q3-2025 were $54,337 compared to $38,615 in Q2-2025. The Corporation sold 1,363,511 oz of silver in Q3-2025 compared to 1,140,452 oz in Q2-2025. The average net realized price for silver also rose to $39.85 per ounce in Q3-2025, up from $33.86 per ounce in Q2-2025, further supporting revenue growth. The rise in cost of sales was mainly attributed to the increased volume of ore processed to support higher oz sold. The higher average grade of 146 g/t in Q3-2025 compared to 140 g/t in Q2-2025 contributed positively to operating performance, partially offsetting the impact of higher volumes on total costs. As a result, cash costs decreased to $20.79/oz in Q3-2025 from $21.26/oz in Q2-2025, reflecting improved operating efficiencies and stronger grades. Other operating income decreased to $nil in Q3-2025 compared to Q2-2025, which included a net impairment recovery of $3,987 and a $1,828 gain on sale of assets, primarily related to the Amizmiz property transaction completed in April 2025.
Revenues in Q2-2025 were $38,615 compared to $33,831 in Q1-2025. The Corporation sold 1,140,452 oz of silver in Q2-2025 compared to 1,061,565 oz in Q1-2025. The average net realized price for silver also rose to $33.86 per ounce in Q2-2025, up from $31.87 per ounce in Q1-2025, further supporting revenue growth. The rise in the cost of sales was mainly attributed to the increased volume of ore that was mined and processed to produce the ounces sold given the lower ore grade which stood at 140 g/t in Q2-2025 compared to 163 g/t in Q1-2025. This consequently led to an increase in unit costs. A $1,611 increase in depreciation expense in Q2-2025 compared to Q1-2025 is reflected by the 12% increase in ounces extracted and approximately doubling the amount of additions, as well as transfers from assets under construction to mining assets in production in Q2-2025. Other operating Income increased by 100% in Q2-2025 compared to Q1-2025 as it includes a net impairment recovery of $3,987 and a $1,828 gain on sale of assets, mainly related to the Amizmiz property transaction completed in April 2025.
Revenues in Q1-2025 were $33,831 compared to $9,338 in Q4-2024. The Corporation sold 1,061,565 oz of silver in Q1-2025 compared to 337,733 oz in Q4-2024, benefiting from a full quarter of operational ramp-up at the new Zgounder plant, which reached commercial production on December 29, 2024. Additionally, the average net realized silver price increased to $31.87 per ounce in Q1-2025, up from $27.65 per ounce in Q4-2024, further contributing to the increase in revenue. The cost of sales increased primarily due to the higher volume of silver processed and sold and a $1,685 increase in depreciation expense in Q1-2025 compared to Q4-2024, driven by the start of depreciation of the new Zgounder plant. In addition, tax expense rose significantly to $3,734 in Q1-2025 compared to a tax recovery of $(1,867) in Q4-2024 reflecting the sharp increase in taxable income generated by the Corporation’s Moroccan subsidiary.
Revenues in Q4-2024 were $9,338 compared to $11,024 in Q3-2024. The Corporation sold 337,733 oz compared to 403,957 oz of silver in Q3-2024. In addition, the cost of sales increased in proportion to the oz sold due to an increase in operational costs associated with the finalization of the expansion, mine ramp-up, additional staff, training and health and safety activities that have accelerated in Q4-2024 since the new Zgounder plant reached commercial production on December 29, 2024. In addition, an impairment charge of $27,350 related to the Tijirit Project owned by the Corporation at 75% was taken in Q4-2024. (See Note 7 of the Q4-2024 FS).
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 17
Revenues in Q3-2024 were $11,024 compared to $13,678 in Q2-2024. The Corporation sold 403,957 oz compared to 521,971 oz of silver in Q2-2024. The 23% reduction in oz sold is mainly explained by the average grade processed that came in lower at 161 g/t compared to 196 g/t in Q2-2024, partially offset by higher average selling prices. The cost of sales rose in line with the increase in ounces sold due to higher operational costs from expansion preparation, mine ramp-up, and health and safety activities in Q3-2024, as the new Zgounder plant neared completion.
Liquidity and Capital Resources
As at June 30, 2026, the Corporation had working capital of $144,771 compared to $112,400 as at December 31, 2025,11 including cash and cash equivalents of $182,808 ($136,322 on December 31, 2025). The Corporation generated $118,573 in operating cash flow, principally from the Zgounder operation during H1-2026. The Corporation ensures that there is sufficient capital to meet short-term business requirements, after taking into account cash flows from operations and the Corporation’s holdings of cash. The Corporation believes that these sources will be sufficient to meet its obligations for at least the next 12 months. The Corporation's principal sources of financing in the past have been equity, debt financing and cash flows from operations. The success of equity and debt financing is dependent on capital markets, the attractiveness of mining companies to investors, and metal prices. To facilitate its growth and to continue its exploration, development, expansion activities and to support its ongoing operations the Corporation may be required to raise further equity or debt financing in the capital markets. The Corporation continues to assess financing alternatives, including equity or debt or a combination of both, to fund future growth, including the development of the Boumadine Project.
As part of its $100 million financing with EBRD, the Corporation is required to maintain $16,250 in the debt service reserve account. As these funds are not available for general corporate use, these amounts are recorded as restricted cash on the consolidated statement of financial position.
The following table summarizes the Corporation’s cash flow activity during the three and six-month periods ended June 30, 2026, and 2025:
| Three-month periods ended | Six-month periods ended | |||||||||||||
| (used in) | June 30, | June 30, | ||||||||||||
2026 | 2025 | 2026 | 2025 | |||||||||||
Operating cash flow before changes in working capital | 44,935 | (1,390) | 108,853 | 7,355 | ||||||||||
Change in non-cash operating working capital items | 3,467 | 9,177 | 9,720 | 8,351 | ||||||||||
Net cash flow from operating activities | 48,402 | 7,787 | 118,573 | 15,706 | ||||||||||
Net cash flow used in investing activities | (21,672) | (13,012) | (38,002) | (28,966) | ||||||||||
Net cash flow (used in) from financing activities | (15,279) | 99,539 | (32,510) | 94,835 | ||||||||||
Effect of exchange rate changes on cash in foreign currencies | (313) | 1,199 | (1,575) | 1,313 | ||||||||||
Net change in cash and cash equivalents | 11,138 | 95,513 | 46,486 | 82,888 | ||||||||||
Cash and cash equivalents, beginning of the period | 171,670 | 18,319 | 136,322 | 30,944 | ||||||||||
Cash and cash equivalents, end of period | 182,808 | 113,832 | 182,808 | 113,832 | ||||||||||
Operating
During the three-month period ended June 30, 2026, the Corporation generated operating cash flow before changes in working capital items of $44,935, compared to negative operating cash flow before changes in working capital items of $1,390 for the same prior-year period. The increase was mainly driven by higher net income in Q2-2026 compared to Q2-2025.
During the six-month period ended June 30, 2026, operating cash flow before changes in working capital items was $108,853, compared to $7,355 for the same prior-year period. The increase was mainly driven by higher net income in H1-2026 compared to H1-2025. See the Overview of Financial Performance section.
The operating cash flow in the three-month period ended June 30, 2026, was positively impacted by changes of $3,467 in working capital items, primarily driven by increases in accounts payable and income tax payable. The increase in accounts payable was mainly attributable to an additional three months of accrued interest on long-term debt (paid subsequent to
11 Non-GAAP Measures, consisting of current assets of $286,306 less current liabilities of $141,535 (December 31, 2025, current assets of $232,450 less current liabilities of $120,050).
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 18
quarter-end), as well as higher professional fees related to the DF litigation. The increase in income tax payable was primarily driven by higher taxable income in the ZMSM entity. These increases in working capital were partially offset by higher trade and other receivables, resulting from the timing of client payments. Inventories also increased, mainly due to the accumulation of approximately 90 days of ore on the stockpile, higher mining supplies, and silver bar inventories.
During the six-month period ended June 30, 2026, operating cash flow was positively impacted by a $9,720 change in working capital items, primarily driven by increases in accounts payable and income tax payable, as well as a decrease in trade and other receivables. The increase in accounts payable was mainly attributable to higher professional fees related to the DF litigation and other operational expenses. The increase in income tax payable was primarily driven by higher taxable income at the Zgounder operating entity. The decrease in trade and other receivables in H1-2026 resulted from the timing of client payments. These increases in working capital were partially offset by higher sales taxes receivable, driven by the increase in general expenses, and increase in inventory resulting from higher ore stockpiles and mining supplies.
Investing
During the three-month period ended June 30, 2026, the Corporation used cash of $21,672 in investing activities compared to $13,012 in Q2-2025. During the six-month period ended June 30, 2026, the Corporation used cash of $38,002 in investing activities compared to $28,966 in H1-2025. The variance in both periods was largely due to higher investments in exploration and evaluation assets mainly related to the Boumadine Project, where $10,556 was invested in Q2-2026 ($24,621 in H1-2026) compared to $3,499 in Q2-2025 ($11,319 in H1-2025). At Boumadine, a multi-phase infill and regional drilling program (approximately 200,000 metres total for 2026) is underway, as the Corporation is advancing the project following the 2025 PEA.
Financing
During the three-month period ended June 30, 2026, the Corporation used cash of $15,279 in financing activities compared to cash generated of $99,539 in Q2-2025, primarily due to a voluntary prepayment of $15,000 on the Boumadine Loan, which is now fully repaid and borrowing costs of $602 associated with the repayment of long-term debt ($nil in Q2-2025). These cash outflows were partially offset by proceeds of $523 from the exercise of options of during the quarter ($nil in Q2-2025). The year-over-year variance was primarily attributable to proceeds of $105,218 from the issuance of common shares, partially offset by share issuance costs of $5,490 in Q2-2025.
During the six-month period ended June 30, 2026, the Corporation used cash of $32,510 in financing activities compared to cash generated of $94,835 in H1-2025, primarily due to the first of seven scheduled principal repayments of $14,286 and a voluntary prepayment of $15,000 on the Boumadine Loan, which is now at zero, for a total of $29,286 and borrowing costs of $5,679 associated with the repayment of long-term debt. This decrease in cash was offset by the proceeds from exercise of options in H1-2026 of $2,825. In H1-2025, cash was generated from a financing of share issuance of $105,218, less share issue costs of $5,490 and less a first payment of borrowing costs on long-term debt of $4,626.
Financing Sources
Financing sources for amounts received during the last 8 quarters | ||||||||||||||
Date | Type | Financings | Gross Amounts ($) | General description of the use of proceeds | ||||||||||
| June 18, 2025 | Short Form Prospectus | Common shares | 105,218 | The net proceeds of the financing after deductions of the financing costs, are being used to advance its business objectives including for the advancement of its exploration program at Boumadine, the exploration program at Zgounder Regional, and for working capital and general corporate purposes. | ||||||||||
| From July 3, 2024 to June 30, 2026 | Share purchase Options exercised | Common shares | 3,883 | The net proceeds from the exercise of options are being used to fund general administrative expenses, investing activities and other working capital needs. | ||||||||||
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 19
Use of Proceeds
June 18, 2025, Financing - $105.2 million
On June 18, 2025, the Corporation closed a bought deal financing and issued 10,767,795 common shares of the Corporation at a price of C$13.35 per common share for gross proceeds of approximately C$143,750 ($105,218).
Below is an update, in tabular form, reflecting the use of the funds as of June 30, 2026, compared to the budgeted amounts initially set out in the prospectus:
Principal use | Earmarked usage | Actual usage | ||||||
$ (million) | $ (million) | |||||||
Boumadine exploration and development | 58.6 | 50.5 | ||||||
Zgounder regional and other projects | 7.3 | 1.8 | ||||||
General corporate purposes12 | 39.3 | 12.4 | ||||||
Total | 105.2 | 64.7 | ||||||
Financial Position
The following table details the changes to the statements of financial position as at June 30, 2026, compared to December 31, 2025:
| As at June 30, 2026 | As at December 31, 2025 | Variance | |||||||||
Cash and cash equivalent | 182,808 | 136,322 | 34% | ||||||||
Trade and other receivables | 25,199 | 33,811 | (25)% | ||||||||
Sales taxes receivable | 26,303 | 22,864 | 15% | ||||||||
Inventories | 45,543 | 34,595 | 32% | ||||||||
Deposit in trust | - | 314 | NM | ||||||||
| Restricted cash | - | 1,750 | NM | ||||||||
Prepaid expenses and security deposits | 6,163 | 2,794 | 121% | ||||||||
| Equity investment | 290 | - | NM | ||||||||
Total current assets | 286,306 | 232,450 | 23% | ||||||||
Restricted cash | 16,410 | 16,412 | —% | ||||||||
Non-refundable deposits to suppliers | 4,891 | 3,390 | 44% | ||||||||
Deferred tax assets | 3,540 | 5,187 | (32)% | ||||||||
| Investment in associate | 6,363 | 6,969 | (9)% | ||||||||
| Deferred financing fees | - | 173 | NM | ||||||||
Property, plant, and equipment | 247,751 | 251,973 | (2)% | ||||||||
Exploration and evaluation assets | 137,033 | 115,179 | 19% | ||||||||
Total assets | 702,294 | 631,733 | 11% | ||||||||
Total current liabilities | 141,535 | 120,050 | 18% | ||||||||
Lease liabilities | 2,020 | 1,009 | 100% | ||||||||
Long-term debt | 55,087 | 83,606 | (34)% | ||||||||
Asset retirement obligations | 3,063 | 3,244 | (6)% | ||||||||
Total liabilities | 201,705 | 207,909 | (3)% | ||||||||
Total equity | 500,589 | 423,824 | 18% | ||||||||
Total liabilities and equity | 702,294 | 631,733 | 11% | ||||||||
*NM: Not Meaningful
12 Includes $5.5 million in share issue costs related to the June 18, 2025, C$143.8 million financing.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 20
Assets
The change in the Corporation’s cash and cash equivalents balance on June 30, 2026, compared to the amount held on December 31, 2025, is detailed in the Liquidity and Capital Resources section.
During H1-2026, trade and other receivables decreased by $8,612 compared to December 31, 2025, as a result of the reduction in the quantity of ounces included in trade receivables at the end of June 30, 2026.
The increase in sales taxes receivable of $3,439 in H1-2026 compared to December 31, 2025, reflects the accumulation of an additional six months of recoverable sales taxes, partially offset by collections of approximately $5,000 during the period.
The increase in inventory of $10,948 in H1-2026 was primarily due to higher ore stockpiles at Zgounder in preparation of a decreased underground mining rate in the coming quarters.
The increase in prepaid expenses and security deposits of $3,369 in H1-2026 compared to December 31, 2025, was due to the execution of numerous contracts at the beginning of the fiscal year which will amortize over the year.
The change in non-current assets balance on June 30, 2026, compared to the amount held on December 31, 2025, is detailed in the Liquidity and Capital Resources section.
Liabilities and Equity
The current liabilities increased by 18% between June 30, 2026, and December 31, 2025, primarily due to an increase in income tax payable of $14,732 in Morocco, reflecting higher taxable income. Accounts payable and accrued liabilities also increased by $6,248 mainly as a result of higher operating activity and timing of payments to suppliers. Non-current liabilities decreased by 32%, primarily due to principal repayments on the long-term debt financing the Zgounder expansion and the Boumadine Project.
The change in total equity was primarily attributable to net income of $83,567, driven mainly by an increase in operating income, partially offset by a currency translation loss of $15,984 recognized during the six-month period ended June 30, 2026, as the Canadian dollar depreciated relative to the US dollar during the period. Additional contributors included $6,696 of share-based payments expense and $2,825 in proceeds from the exercise of 1,382,540 stock options during H1-2026.
Capital Management
The Corporation defines capital as long-term debt and equity. When managing capital, the Corporation’s objectives are to:
•Ensure sufficient liquidity to pursue its strategy of organic growth combined with strategic acquisitions;
•Ensure the externally imposed capital requirements relating to debt obligations are being met;
•Increase the value of the Corporation’s assets; and
•Achieve optimal returns to shareholders.
These objectives are achieved by operating its assets efficiently, identifying the right exploration and evaluation projects, adding value to these projects, and ultimately taking them to production or obtaining sufficient proceeds from their disposal. Management adjusts the capital structure as necessary to support the acquisition, exploration and evaluation and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Corporation’s management team to sustain the future development of the business. As at June 30, 2026, managed capital is $573,421 (December 31, 2025 - $525,828) representing long-term debt and total equity before non-controlling interest. To facilitate the management of its capital requirements, the Corporation prepares long-term cash flow projections that consider various factors, including successful capital deployment, general industry conditions and economic factors. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Corporation, is reasonable. There have been no changes in the Corporation’s capital management approach during the period.
| As at June 30, 2026 | As at December 31, 2025 | |||||||
| Long-term debt (including current portion) | 83,658 | 112,177 | ||||||
| Total equity before non-controlling interests | 489,763 | 413,651 | ||||||
| 573,421 | 525,828 | |||||||
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 21
Commitments and Contingency
The Corporation had the following undiscounted contractual obligations at June 30, 2026:
Payments due by period | Less than 1 year | 1-3 Years | 4-5 years | After 5 Years | Total | ||||||||||||
Contractual obligations | $ | $ | $ | $ | $ | ||||||||||||
Accounts payable and accrued liabilities* | 75,655 | - | - | - | 75,655 | ||||||||||||
Long-term debt | 28,571 | 57,143 | - | - | 85,714 | ||||||||||||
Interest on long-term debt** | 5,254 | 3,575 | - | - | 8,829 | ||||||||||||
Balance of purchase price payable | 1,596 | - | - | - | 1,596 | ||||||||||||
Lease liabilities | 427 | 594 | 403 | 143 | 1,567 | ||||||||||||
Asset retirement obligations | - | - | - | 3,532 | 3,532 | ||||||||||||
| 111,503 | 61,312 | 403 | 3,675 | 176,893 | |||||||||||||
* Includes interest on long-term debt of $3,106 payable on July 19, 2026.
** The interest on the long-term debt with EBRD has been calculated using the SOFR+5% (8.68%) rate as at June 30, 2026 for the EBRD Tranche and at 1% for the Climate Investment Funds tranche. The interest on the additional Boumadine Project long-term debt with EBRD has been calculated using the same rate which is SOFR+5% (8.68%) rate as at June 30, 2026.
Royalties
As per the terms of the property purchase agreements, the Corporation is committed to pay the following royalties:
•3.0% royalty to ONHYM on revenue from the Zgounder property or $2,710 for the three-month periods ended June 30, 2026 ($1,158 for three-month period ended June 30, 2025);
•3.0% royalty to ONHYM on revenue from the Boumadine property or $194 for the three-month periods ended June 30, 2026 ($nil for the three-month period ended June 30, 2025); and
•2.5% royalty to Ouiselat Mines on revenue from the Azegour property.
•All royalty agreements are payable in perpetuity.
Contingent Liability
In March 2025, Aya sought the enforcement of certain securities it had received in connection with the EPC Agreements before the International Chamber of Commerce. On August 5, 2025, the Corporation received net proceeds of $7,219 in connection with the enforcement of liquidated damages against Duro Felguera S.A. ("DF") from such securities. Subsequent to the disbursement of funds, DF sought to suspend the application and reverse the underlying decision allowing the execution of the performance bonds before different tribunals in Spain. Their action seeking the suspension of the execution in another jurisdiction was rejected on October 22, 2025. The appeal procedure and Aya's response to the appeal have been filed, and the court of appeal dismissed DF’s opposition with costs.
In parallel, on March 31, 2025, Aya received a Request for Arbitration Notice from DF seeking payments under the EPC Agreements of approximately $1,700 and €2,800 as well as declaratory relief as regards to the above mentioned liquidated damages, for a total amount of approximately $13,500. The Request for Arbitration was filed with the International Chamber of Commerce. On April 7, 2026, Aya filed its statement of defense and counterclaim, asserting a full defense against all claims advanced by DF and seeking their dismissal in their entirety, together with an order for payment of damages in the amount of $13,000.
Management has reviewed the facts and circumstances of the case, together with external legal counsel, and believes that it is not probable that the Corporation will be required to repay any portion of the funds received, in the course of the appeal procedures in Spain, as well as the subsequent claim seeking damages. Accordingly, no provision has been recognized in the consolidated financial statements as at June 30, 2026. However, since the outcome of the appeal and subsequent claim cannot be determined with certainty at this time, any potential repayment, if required, would be recognized in the period in which the obligation becomes probable and can be reliably measured.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 22
"EPC Agreements" mean the multi-currency fixed price EPC contract, composed of a supply agreement and a services agreement, for a total of approximately $78,000 (based on the then applicable exchange rate between Euro, MAD and USD), between ZMSM on one part, and DF and its affiliates on the second part, for the engineering, design, manufacturing, construction, delivery, erection, start-up and commissioning of a new 2,000 tpd processing plant at the Zgounder Silver Mine, entered on November 30, 2022. The EPC Agreements' price is fixed based on the USD, Euro and MAD.
Non-GAAP Measures
The Corporation has included certain non-GAAP financial measures and non-GAAP ratios in this MD&A, including “Cash costs per silver equivalent ounce sold" (“AgEq ounce”), "Production cost per tonne”, and “Available liquidity”, to supplement its unaudited consolidated financial statements, which are prepared in accordance with IFRS. The terms IFRS and generally accepted accounting principles (“GAAP”) are used interchangeably throughout this MD&A.
The Corporation believes that these measures, together with IFRS measures, provide investors with enhanced transparency and a better ability to evaluate the Corporation’s underlying operating performance and liquidity. Cash cost per silver equivalent ounce sold and Production cost per tonne are widely used in the mining industry as performance benchmarks. However, our non-GAAP measures do not have standardized meanings prescribed under IFRS and may not be comparable to similar measures reported by other companies. Accordingly, they should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Silver Equivalent Ounces Sold (“AgEq”)
Silver equivalent ounces are calculated by converting gold production into silver ounces using relative metal prices for the applicable reporting period. AgEq ounces allow the Corporation to present consolidated production and cost metrics on a comparable basis, as its operations may produce more than one metal.
AgEq ounces are provided for additional information purposes only.
Cash Costs per AgEq Ounce Sold and Production Costs per Tonne Processed
Cash costs per AgEq ounce sold and production costs per tonne processed are non-GAAP measures used by management to monitor and evaluate operating performance at both the mine and consolidated levels, in conjunction with the most directly comparable IFRS measures where applicable.
These metrics are widely reported in the mining industry as benchmarks for cost performance. Management and investors use them to assess the Corporation’s cost structure and operating efficiency, to compare operating performance with industry peers, and to evaluate the performance of individual mining operations within the Corporation’s portfolio.
Where applicable, cost metrics are calculated in a manner consistent with the guidelines published by the World Gold Council (“WGC”).
Cash Costs per AgEq Ounce Sold
Cash costs per AgEq ounce sold are calculated by:
•Starting with cost of sales as reported in the consolidated statements of comprehensive income (IFRS measure):
•Excluding non-cash items of share-based payments expense, depreciation and depletion included in cost of sales as these items do not reflect current period cash expenditures;
•Adding treatment, smelting and refining costs as management believes these costs provide a more comprehensive representation of total cash costs associated with production; and
•Dividing the resulting amount by the total AgEq ounces sold during the period.
Cash costs per AgEq ounce sold are intended to reflect the cash expenditures directly associated with production during the period and are used by management to evaluate the Corporation’s operating efficiency and cost performance.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 23
| Three-month periods ended | Six-month periods ended | |||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||
Zgounder Silver Mine – Morocco | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Cost of sales ("COS")13 | 31,428 | 29,673 | 64,343 | 53,257 | ||||||||||||||||
Share-based payments expense | (615) | (271) | (1,258) | (575) | ||||||||||||||||
Depreciation and depletion | (7,711) | (5,249) | (14,599) | (8,886) | ||||||||||||||||
Inventory write-down | - | (135) | - | (135) | ||||||||||||||||
Treatment, smelting and refining costs14 | 300 | 228 | 569 | 681 | ||||||||||||||||
Operating cash costs (A) | 23,402 | 24,246 | 49,055 | 44,342 | ||||||||||||||||
Total silver sales (oz) (B) | 1,322,585 | 1,140,452 | 2,698,515 | 2,202,017 | ||||||||||||||||
Cash cost per silver ounce sold (A/B) | 17.69 | 21.26 | 18.18 | 20.14 | ||||||||||||||||
| Three-month periods ended | Six-month periods ended | |||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||
Boumadine Pyrite Stockpile Project – Morocco | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Cost of sales13 | 1,953 | - | 2,551 | - | ||||||||||||||||
Operating cash costs (C) | 1,952 | - | 2,550 | - | ||||||||||||||||
Total silver equivalent sales (oz of AgEq) (D) | 184,536 | - | 234,967 | - | ||||||||||||||||
Cash cost per AgEq ounce sold (C/D)15 | 10.58 | - | 10.85 | - | ||||||||||||||||
| Three-month periods ended | Six-month periods ended | |||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||
Combined projects – Morocco | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Cost of sales13 | 33,381 | 29,673 | 66,894 | 53,257 | ||||||||||||||||
Share-based payments expense | (615) | (271) | (1,258) | (575) | ||||||||||||||||
Depreciation and depletion | (7,712) | (5,249) | (14,600) | (8,886) | ||||||||||||||||
Inventory write-down | - | (135) | - | (135) | ||||||||||||||||
Treatment, smelting and refining costs14 | 300 | 228 | 569 | 681 | ||||||||||||||||
Operating cash costs (E) | 25,354 | 24,246 | 51,605 | 44,342 | ||||||||||||||||
Total silver equivalent sales (oz of AgEq) (F) | 1,507,121 | 1,140,452 | 2,933,482 | 2,202,017 | ||||||||||||||||
Cash cost per AgEq ounce sold (E/F) | 16.82 | 21.26 | 17.59 | 20.14 | ||||||||||||||||
Production Costs per Tonne Processed
Production costs per tonne processed is calculated by:
•Starting with production costs (IFRS measure), less production costs of Boumadine equals production costs of Zgounder; and
•Dividing total production costs of Zgounder by the total tonnes processed during the period.
Production costs per tonne processed is used by management to assess processing efficiency, cost control relative to throughput levels, and overall operational performance.
13 As per note 12 of the FS for the total cost of sales.
14 As per note 11 of the FS for treatment, smelting and refining costs reported as net of sales.
15 Cash costs per AgEq ounce sold at Boumadine were negatively impacted by changes in the gold-to-silver ratio during the quarter. As commodity prices increased, the gold-to-silver ratio compressed, reducing reported AgEq ounces and increasing unit costs on an AgEq basis. The Corporation’s AgEq ounces for 2026 guidance at Boumadine are calculated using an 80:1 Au:Ag ratio and assumed commodity prices of $50.00/oz silver and $4,000/oz gold, compared to an average realized ratio of approximately 61:1 during Q2-2026 and 59:1 year-to-date 2026. Had the 80:1 ratio been applied during YTD-2026, reported AgEq production would have been approximately 26,366 ounces higher in Q2-2026 and 66,229 ounces higher during year-to-date 2026. This had no impact on Zgounder cash costs per AgEq ounce sold, as Zgounder production is entirely comprised of silver.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 24
| Three-month periods ended | Six-month periods ended | |||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||
2026 | 2025 | 2026 | 2025 | |||||||||||||||||
Production costs16 | 20,151 | 22,537 | 41,756 | 40,893 | ||||||||||||||||
Less: Production costs Boumadine | 472 | - | 534 | - | ||||||||||||||||
Production costs Zgounder | 19,679 | 22,537 | 41,222 | 40,893 | ||||||||||||||||
Ore processed (tonnes) | 353,888 | 273,471 | 680,837 | 523,214 | ||||||||||||||||
Production Costs per Tonne Processed | 55.61 | 82.41 | 60.55 | 78.16 | ||||||||||||||||
Available Liquidity
Available liquidity is a non-IFRS measure used by Management to monitor its cash. Available liquidity is comprised of cash and undrawn amounts under available credit facilities. The Corporation uses available liquidity to measure the liquidity required to satisfy its lenders, fund capital expenditures and support operations. This measure does not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other companies.
As at June 30, 2026 | As at December 31, 2025 | |||||||
Cash | 182,808 | 136,322 | ||||||
Undrawn amount under long-term debt | - | 10,000 | ||||||
Available liquidity | 182,808 | 146,322 | ||||||
Risks and Uncertainties
The Corporation is exposed to a range of risks and uncertainties inherent to its business that may significantly impact its financial and operational performance and the valuation of its common shares. These include, among others, risks related to mining operations, project development, commodity price volatility, and regulatory, geopolitical and economic conditions in the jurisdictions in which it operates.
In addition, the Corporation may be impacted by supply chain constraints and inflationary pressures affecting the cost and availability of key inputs, including fuel, energy, consumables and equipment. Such factors, which may be influenced by broader geopolitical and economic conditions, could impact on the timing and cost of procurement and, in turn, the Corporation’s operations and development activities.
Management monitors these risks on an ongoing basis and implements mitigation strategies where possible; however, many of these factors are outside of the Corporation’s control.
For a comprehensive discussion of these risks and uncertainties, refer to the Corporation’s MD&A for the year ended December 31, 2025, and the Annual Information Form for the year ended December 31, 2025, available on SEDAR+, EDGAR and on the Corporation’s website at www.ayagoldsilver.com.
16 As per Note 12 of the FS for the total cost of sales.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 25
Other Financial Information
Share Purchase Options
The following table reflects the share purchase options issued and outstanding as at the date of this MD&A:
Expiry date | Number of options | Exercise Price | ||||||
Number | C$ | |||||||
July 1, 2030 | 2,890,944 | 1.43 | ||||||
March 3, 2031 | 314,667 | 4.75 | ||||||
May 12, 2031 | 88,300 | 7.69 | ||||||
August 23, 2034 | 4,870,000 | 15.63 | ||||||
| November 10, 2035 | 500,000 | 14.45 | ||||||
| 8,663,911 | ||||||||
Outstanding Share Data
Number of shares outstanding (diluted) | |||||
| Outstanding as of August 13, 2026 | 144,036,168 | ||||
| Shares reserved for issuance pursuant to share purchase options | 8,663,911 | ||||
| Shares reserved for issuance pursuant to deferred share units | 235,230 | ||||
| Shares reserved for issuance pursuant to restricted share units | 934,350 | ||||
| Shares reserved for issuance pursuant to performance share units | 80,174 | ||||
| 153,949,833 | |||||
Off-Balance Sheet Arrangements
As at June 30, 2026, the Corporation had no material off-balance sheet arrangements such as contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that generate financing, liquidity, market or credit risk to the Corporation, other than commitments, contingent liabilities and interest, as disclosed in this MD&A and the FS.
Related Party Disclosures
During the three and six-month periods ended June 30, 2026 and 2025, the following related party transaction occurred in the normal course of operations for management and consulting fees to Groupe Conseils Grou, La Salle Inc., a company owned by the President and Chief Executive Officer, in the amount of $258 and $518 for the three and six month periods ended June 30, 2026, respectively ($233 and $449 for the three and six month periods ended June 30, 2025, respectively). As at June 30, 2026, $250 (December 31, 2025 - $391) was due to that company.
Remuneration of Key Management Personnel of the Corporation
Key management included members of the Board of Directors and executive officers of the Corporation. During the three and six-month periods ended June 30, 2026 and 2025 the remuneration awarded to key management personnel (including the amounts above) was as follows:
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 26
| Three-month periods ended | Six-month periods ended | |||||||||||||
| June 30, | June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| $ | $ | $ | $ | |||||||||||
| Salaries and benefits | 489 | 472 | 877 | 822 | ||||||||||
| Management consulting and professional fees | 376 | 333 | 746 | 636 | ||||||||||
| Share-based payments expense* | 1,940 | 3,306 | 4,116 | 6,610 | ||||||||||
| 2,805 | 4,111 | 5,739 | 8,068 | |||||||||||
* Share-based payments expense represent a non-cash expense related to the vesting of equity-based awards granted to directors and executive officers, including share purchase options, restricted share units, performance share units and deferred share units.
Accounting Policies, Judgements and Estimates
Critical Accounting Judgements and Estimates
The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions about future events that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting year. Although these estimates are based on management’s best knowledge of the amount, events or actions, actual results may differ from these estimates.
In preparing the Corporation’s FS for the three and six-month periods ended June 30, 2026 and 2025, the Corporation applied the same critical accounting judgments and estimates disclosed in Note 4 of its audited consolidated financial statements for the year ended December 31, 2025, except for this accounting policy that was adopted during the six-month period ended June 30, 2026.
Performance share units ("PSU")
The Corporation grants PSUs to certain officers and employees. PSUs vest over a three-year performance period based solely on the Corporation’s relative performance ranking against a defined peer group, expressed in quartiles over the performance period, with the number of shares issued ranging from 0% to 200% of the PSUs granted.
The fair value of PSUs is determined at the grant date using a Monte Carlo simulation model and is recognized as share-based payments expense over the vesting period, with a corresponding increase to contributed surplus. The grant date fair value reflects the probability-weighted outcome of the market-based performance condition. The valuation also incorporates market-based modifiers, including the impact of the Corporation’s share price performance over the performance period, where applicable. Accordingly, share-based payments expense is not adjusted for actual performance outcomes. The expense is adjusted only for estimated forfeitures.
Upon vesting, the amount previously recognized in contributed surplus is reclassified to share capital.
Management’s Report on Internal Controls and Financial Reporting
Disclosure Controls and Procedures
The Corporation’s board, officers and management are responsible for establishing and maintaining disclosure controls and procedures (DC&P) for the Corporation. Disclosure controls and procedures are designed to provide reasonable assurance that material information regarding our reports filed or submitted under securities legislation fairly presents the financial information of the Corporation and to ensure that required information is gathered and communicated to the Corporation’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) as is appropriate to permit timely decisions regarding public disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 27
and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Internal Controls over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) as defined in NI 52-109. A Corporation’s ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable generally accepted accounting principles.
A Corporation’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Corporation are being made only in accordance with authorizations of management and directors of the Corporation; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Corporation’s assets that could have a material effect on the financial statements. It should be noted that a control system, no matter how well conceived or operated, can only provide reasonable assurance, not absolute assurance, that the objectives of the control system are met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There were no changes to the Corporation’s ICFR for the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Corporation’s ICFR.
Additional Information and Continuous Disclosure
Additional information about the Corporation, including the FS for the period ended June 30, 2026 and the Annual Information Form dated March 30, 2026, is available on SEDAR+ at www.sedarplus.ca, EDGAR at www.sec.gov/edgar and on the Corporation’s website at www.ayagoldsilver.com.
Technical Information
David Lalonde, B. Sc, Vice-President Exploration, designated as a Qualified Person under NI 43-101 for Aya has reviewed and approved the technical content of this document.
Cautionary Note to United States Investors Concerning Estimates of Mineral Reserves and Resources
This Management’s Discussion and Analysis has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ materially from the requirements of United States securities laws applicable to U.S. companies. Information concerning our mineral properties has been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from SEC requirements applicable to domestic United States issuers. Accordingly, the
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 28
disclosure in this Management’s Discussion and Analysis regarding our mineral properties is not comparable to the disclosure of United States issuers subject to the SEC’s mining disclosure requirements.
Cautionary Note Regarding Forward-Looking Information
Certain statements in this MD&A referred herein as “forward-looking statements” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical facts, contained or incorporated by reference in this MD&A, that address circumstances, events, activities or developments that could, or may occur, are forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and assumptions and accordingly, actual results could differ materially from those expressed or implied in such statements. Forward-looking statements can generally be identified with words such as “aim”, “anticipate”, “assume”, “believe”, “estimate”, “expect”, "goal", “guidance”, “intend”, “objective”, “plan”, "potential", “strategy”, "target", and similar expressions or statements to the effect that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.
Forward-looking statements in this MD&A include, but are not limited to, statements with respect to Aya’s future growth and growth strategy; anticipated financial and operational performance and results; business prospects and opportunities (including the timing and development of new deposits and the success of exploration activities); strategic plans; Aya’s 2026 guidance and corporate outlook; continued Zgounder optimization in 2026; Zgounder operations targets, goals and timing thereof, including the addition of a permanent tertiary crusher unit and timing for completion in early 2027, the crushing contractor to remain onsite ensuring higher mill throughput, increase in the inventory of stockpile, slowing underground rates in the next 12-18 months, stockpile to decrease in the beginning of 2027, increase of strip ratio in H2-2026, areas within mine plan to be mined (including waste areas), and underground development acceleration; Boumadine operations targets, goals and timing thereof, including reclaim operations of historical pyrite stockpile, pyrite exports to accelerate in H2-2026, the 2026 pyrite exports guidance, the duration of the pyrite reclaim initiative to be 20-24 months; capital projects, their timing and budget; expected production, cash cost and operating costs; Aya’s ability to sustain capital; commodity prices; Boumadine’s expected silver-equivalent ounces yield; development of the Boumadine Project; the Boumadine preliminary economic assessment referred to as the 2025 PEA in this MD&A; the completion and content of an updated preliminary economic assessment for the Boumadine Project referred to as the Updated PEA in this MD&A, and timing thereof; the Boumadine Project advancing to feasibility study and timing thereof; mineral resources and mineral reserves; Aya's exploration and development programs; the Boumadine Project drilling plans and targets; the Zgounder drilling plans; life of mine of the Corporation's mining assets; Aya’s expansion plans; mineral resource and mineral reserve estimates; Aya’s expected silver production; Aya’s estimated silver recovery; Aya’s ability to cover short-term and long-term cash requirements; Aya's belief that its current capital resources are sufficient to meet its anticipated obligations over the next 12 months; Aya’s ability to raise further equity or debt financing in the capital markets, including to fund the development of the Boumadine Project; Aya's intended use of proceeds from financings; market price and demand for gold and silver; government relations; preliminary results from exploration programs; Aya’s ability and commitment to conduct business in a way that safeguards public health and the environment; Aya’s ability to receive, maintain and renew licenses and permits from appropriate governmental authorities; the Corporation's anticipation with respect to the application for renewal of the Boumadine Mining License LE-383661 and renewed term for said license; exchange rates; interests rates based on floating rates indices, including SOFR; any Corporation's obligations or commitments due or payable in the future; the estimated project cash flows and economic viability of exploration and expansion projects; the potential of any new mineralized structure; the completion of the post-closing formalities in Morocco with respect to the SA Strategy SARL acquisition; Aya's objectives with respect to capital management; and the outcome of any ongoing litigation.
Forward-looking statements contained in this MD&A are based upon a number of factors, assumptions and information currently available to management that Aya believes to be reasonable at the time of the statements. Key assumptions upon which Aya’s forward-looking information is based include Aya’s ability to raise additional financing when needed and on reasonable terms; Aya’s ability to achieve current exploration, development and other objectives concerning Aya’s properties; Aya’s expectation that the current price and demand for gold and silver and other commodities will be sustained or will improve; Aya’s ability to obtain, maintain and renew requisite licenses, permits, and necessary governmental approvals; Aya’s ability to attract and retain key personnel; general business and economic conditions, including competitive conditions in the market in which Aya operates; Aya's assumption that applicable tax rates and taxation regimes will remain substantially unchanged from current levels; Aya's assumptions that rates indices will remain within ranges consistent with current levels; Aya's assumptions with respect to the outcome of any ongoing litigation; the Updated PEA and the Boumadine Project feasibility study to be completed on the timeline anticipated; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; the Corporation’s ability to meet or achieve estimates, projections and forecasts; the absence of force majeure events, including natural disasters, pandemics, geopolitical disruptions, wars or other extraordinary events, that
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 29
could materially affect the Corporation's operations or development plans; the availability of qualified contractors, equipment and supplies required to execute the Corporation's operational, exploration and development plans; applicable laws and regulations remain substantially unchanged from those currently in effect in Canada and Morocco; Aya's assumption that weather and environmental conditions at its operating sites will remain within ranges consistent with historical norms; the Corporation's ability to meet current and future obligations; the availability and cost of inputs; foreign exchange rates; Aya's ability to complete the post-closing formalities in Morocco with respect to the acquisition of SA Strategy SARL; and other assumptions and factors generally associated with the mining industry.
Notwithstanding the foregoing, these forward-looking statements and underlying assumptions are inherently subject to significant business, economic and competitive uncertainties and contingencies which means that actual results performance, prospects and opportunities in future periods can differ materially from those expressed or implied with such forward-looking statements. A number of factors could cause actual results, performance or achievements to differ materially from the results expressed or implied in the forward-looking statements. These factors include, without limitation, Aya’s ability to execute plans relating to its Zgounder Silver Mine and the Boumadine Project, including the timing thereof; risks and hazards associated with the business of mineral exploration, development, and mining, including environmental hazards, potential unintended releases of contaminants, industrial accidents, unusual or unexpected geological or structural formations, pressures, cave-ins, and flooding; risks related to Aya’s operations in Morocco; the speculative nature of mineral exploration and development; diminishing quantities or grades of mineral reserves as properties are mined; the inability to determine, with certainty, the production of metals and cost estimates, or the prices to be received before mineral reserves or mineral resources are actually mined; inadequate or unreliable infrastructure (such as roads, bridges, power sources and water supplies); fluctuations in forward markets for silver and other commodities (such as natural gas, fuel oil and electricity); restrictions on mining in the jurisdictions in which Aya operates; change of laws and regulations governing our operation, exploration, and development activities, including international laws and legal norms, such as those relating to Indigenous peoples and human rights; the Corporation’s ability to mitigate the risks pertaining to fund repatriation; expectations with respect to any future pandemics on our operations, and assumptions related thereto; Aya’s ability to attract and retain qualified employees and contractors; Aya’s ability to obtain, maintain and renew necessary permits and licenses in due time and under conditions acceptable for Aya; inherent risks associated with tailings facilities and heap leach operations, including failure or leakages; Aya’s growth strategy; Aya’s ability to obtain and maintain insurance; occupational health and safety risks; adverse publicity risks; third party risks; disruptions to Aya’s business operations; Aya’s reliance on technology and information systems; litigation risks; interest and exchange rates risks; tax risks; unforeseen expenses; public health crises; general economic conditions; commodity prices; gold and silver demand; volatility of share price; public company obligations; competition risk; policies and legislation; force majeure, including war or geopolitical disruption; climate risks; climate changes; weather disruptions; the effectiveness of our internal control over financial reporting; risks related to competition in the mining industry; changes in technology; risks associated with the use of artificial intelligence (AI); and other risks described in the Corporation’s documents filed with securities regulatory authorities. Further information with respect to these and other risks can be found in the “Risks and Uncertainties” section of this MD&A, and in other filings with the securities regulatory authorities, including the “Risk Factors” set forth in the Corporation's most recent Annual Information Form, available on SEDAR+ and on EDGAR.
These factors are not intended to represent a complete list of the factors that could affect Aya. These factors should be considered carefully and prospective or existing investors should not place undue reliance on any forward-looking statements contained in them.
Forward-looking statements and other information contained herein concerning, among other things, mineral exploration and management’s general expectations concerning the mineral exploration industry, are based on estimates prepared by management using data from publicly available industry sources as well as from market research and industry analysis as well as assumptions based on data and knowledge of the industry which management believes to be reasonable, including, among other things, the ability to obtain any requisite Moroccan governmental approvals, the accuracy of mineral reserve and mineral resource estimates, silver price, exchange rates, fuel and energy costs, future economic conditions and courses of action. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While management is not aware of any misstatements regarding any industry data presented herein, mineral exploration involves risks and uncertainties, and industry data is subject to change based on various factors. Readers are cautioned that the foregoing risk factors and assumptions are not exhaustive of all risk factors and assumptions which may have been used. In addition, statements relating to “reserves” or “resources” are deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and assumptions, that the resources and reserves described can be profitably mined in the future.
All of the forward-looking statements made in this MD&A and the documents incorporated by reference herein are qualified by these cautionary statements, and other cautionary statements or factors contained herein. Although Aya believes its expectations are based upon reasonable assumptions and has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 30
anticipated in such information. As such, these risks are not exhaustive; however, they should be considered carefully. If any of these risks or uncertainties materialize, actual results may vary materially from those anticipated in the forward-looking statements found herein. Due to the risks, uncertainties, and assumptions inherent in forward-looking statements, readers should not place undue reliance on forward-looking statements. Forward-looking statements contained herein are presented for the purpose of assisting investors in understanding Aya’s business plans, financial performance and condition, and may not be appropriate for other purposes.
The forward-looking statements and other information contained herein are made only as of the date hereof. Aya disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q2-2026 31
Management’s responsibilities over financial reporting
The Condensed Interim Consolidated Financial Statements of Aya Gold & Silver Inc. (the "Corporation" or "Aya") are the responsibility of the Corporation’s management. The condensed interim consolidated financial statements are prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting" of the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and reflect management’s best estimates and judgment based on information currently available at the date the financial statements are available for issuance.
The Board of Directors is responsible for ensuring management fulfills its responsibilities. The Audit Committee reviews the results of the condensed interim consolidated financial statements prior to their submission to the Board of Directors for approval.
AYA GOLD & SILVER INC.
1320 Boulevard Graham, Suite 132, Mont-Royal, Quebec, Canada H3P 3C8
Email : info@ayagoldsilver.com | www.ayagoldsilver.com
Condensed Interim Consolidated Statements of Financial Position
(Expressed in thousands of US dollars - unaudited)
| June 30, 2026 | December 31, 2025 | |||||||
| $ | $ | |||||||
| ASSETS | ||||||||
| Current | ||||||||
Cash and cash equivalents (Note 16) | 182,808 | 136,322 | ||||||
| Trade and other receivables | 25,199 | 33,811 | ||||||
| Sales taxes receivable | 26,303 | 22,864 | ||||||
Inventories (Note 4) | 45,543 | 34,595 | ||||||
| Prepaid expenses and security deposits | 6,163 | 2,794 | ||||||
| Equity instruments investment | 290 | - | ||||||
| Deposit in trust | - | 314 | ||||||
| Restricted cash | - | 1,750 | ||||||
| 286,306 | 232,450 | |||||||
| Non-current | ||||||||
Restricted cash (Note 16) | 16,410 | 16,412 | ||||||
Non-refundable deposits to suppliers | 4,891 | 3,390 | ||||||
Deferred tax assets | 3,540 | 5,187 | ||||||
| Investment in associate | 6,363 | 6,969 | ||||||
Property, plant and equipment (Note 5) | 247,751 | 251,973 | ||||||
Exploration and evaluation assets (Note 6) | 137,033 | 115,179 | ||||||
Deferred financing fees | - | 173 | ||||||
| TOTAL ASSETS | 702,294 | 631,733 | ||||||
| LIABILITIES | ||||||||
| Current | ||||||||
| Accounts payable and accrued liabilities | 75,655 | 69,407 | ||||||
Current portion of long-term debt (Note 7) | 28,571 | 28,571 | ||||||
| Income tax payable | 34,630 | 19,898 | ||||||
Balance of purchase price payable | 1,596 | 1,643 | ||||||
| Current portion of lease liabilities | 666 | 357 | ||||||
Options contracts (Note 16) | 417 | 174 | ||||||
| 141,535 | 120,050 | |||||||
| Non-current | ||||||||
Lease liabilities | 2,020 | 1,009 | ||||||
Long-term debt (Note 7) | 55,087 | 83,606 | ||||||
Asset retirement obligations | 3,063 | 3,244 | ||||||
| TOTAL LIABILITIES | 201,705 | 207,909 | ||||||
| EQUITY | ||||||||
Share capital (Note 8) | 439,944 | 431,426 | ||||||
| Equity reserves | 11,691 | 26,672 | ||||||
| Retained earnings (deficit) | 38,128 | (44,447) | ||||||
| 489,763 | 413,651 | |||||||
Non-controlling interests | 10,826 | 10,173 | ||||||
| TOTAL EQUITY | 500,589 | 423,824 | ||||||
| TOTAL LIABILITIES AND EQUITY | 702,294 | 631,733 | ||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
On behalf of the Board,
| Benoit La Salle /s/ | Yves Grou /s/ | |||||||
| President, CEO, Director | Director | |||||||
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 1 | ||||
Condensed Interim Consolidated Statements of Comprehensive Income
(Expressed in thousands of US dollars, except share and per share amounts - unaudited)
| Three-month periods ended | Six-month periods ended | |||||||||||||
| June 30, | June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| $ | $ | $ | $ | |||||||||||
Revenue (Note 11) | 96,794 | 38,615 | 214,068 | 72,446 | ||||||||||
Cost of sales (Note 12)(1) | 33,381 | 29,673 | 66,894 | 53,257 | ||||||||||
| Gross profit | 63,413 | 8,942 | 147,174 | 19,189 | ||||||||||
| Expenses | ||||||||||||||
General and administrative expenses (Note 13)(2) | 7,881 | 2,939 | 11,364 | 5,821 | ||||||||||
General and administrative expenses – Share-based payments (Note 13)(2) | 2,377 | 4,149 | 5,068 | 8,188 | ||||||||||
| Net impairment recovery | - | (3,987) | - | (3,987) | ||||||||||
| Gain on sale of Amizmiz project | - | (1,828) | - | (1,828) | ||||||||||
| Operating income | 53,155 | 7,669 | 130,742 | 10,995 | ||||||||||
Net finance income (Note 13) | 3,599 | 3,101 | 2,665 | 10,438 | ||||||||||
Share of loss in associate, net of tax | (245) | (327) | (606) | (327) | ||||||||||
| Net income before income taxes | 56,509 | 10,443 | 132,801 | 21,106 | ||||||||||
Income tax expense | 21,471 | 1,802 | 49,234 | 5,535 | ||||||||||
| Net income | 35,038 | 8,641 | 83,567 | 15,571 | ||||||||||
| Net income attributable to | ||||||||||||||
Equity holders of Aya Gold & Silver Inc. | 34,588 | 8,824 | 82,914 | 15,754 | ||||||||||
Non-controlling interests | 450 | (183) | 653 | (183) | ||||||||||
| Net income | 35,038 | 8,641 | 83,567 | 15,571 | ||||||||||
| Other comprehensive (loss) income | ||||||||||||||
| Items that will subsequently be reclassified to net income | ||||||||||||||
Foreign currency translation adjustment | (6,692) | 13,095 | (15,965) | 14,757 | ||||||||||
| Net change in fair value of equity instruments investment | - | - | (19) | - | ||||||||||
| Comprehensive income | 28,346 | 21,736 | 67,583 | 30,328 | ||||||||||
Basic income per common share (Note 18) | 0.24 | 0.07 | 0.58 | 0.12 | ||||||||||
Diluted income per common share (Note 18) | 0.23 | 0.06 | 0.56 | 0.11 | ||||||||||
Weighted average number of shares - basic (Note 18) | 143,728,187 | 132,411,701 | 143,435,559 | 131,598,544 | ||||||||||
Weighted average number of shares - diluted (Note 18) | 148,402,711 | 137,929,209 | 148,054,428 | 137,132,280 | ||||||||||
(1) Included in cost of sales is share-based payments expense of $615 and $1,258 during the three and six month periods ended June 30, 2026, respectively ($271 and $575 during the three and six month periods ended June 30, 2025, respectively).
(2) For the three and six month periods ended June 30, 2026, general and administrative expense has been disaggregated as two separate line items, and the comparative financial information has been reclassified to conform to the current year presentation (Note 13). This reclassification has no effect on the 2025 reported net income.
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 2 | ||||
Condensed Interim Consolidated Statements of Changes in Equity
(Expressed in thousands of US dollars - unaudited)
| Share Capital | Equity Reserves | ||||||||||||||||||||||||||||
| Number of issued and outstanding shares | Share capital | Contributed surplus (a) | Accumulated other comprehensive (loss) income (b) | Equity Reserves | (Deficit) retained earnings attributable to equity holders of Aya Gold & Silver Inc. | Non-controlling interests | Total equity | ||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
Balance as at December 31, 2025 | 142,014,007 | 431,426 | 39,159 | (12,487) | 26,672 | (44,447) | 10,173 | 423,824 | |||||||||||||||||||||
Exercise of share purchase options | 1,382,540 | 4,561 | (1,736) | - | (1,736) | - | - | 2,825 | |||||||||||||||||||||
Share issued for vested units (Note 8) | 519,057 | 3,957 | (3,957) | - | (3,957) | - | - | - | |||||||||||||||||||||
Share-based payments expense (Note 9) | - | - | 6,696 | - | 6,696 | - | - | 6,696 | |||||||||||||||||||||
| Deferred tax relating to share issue costs | - | - | - | - | - | (339) | - | (339) | |||||||||||||||||||||
| 143,915,604 | 439,944 | 40,162 | (12,487) | 27,675 | (44,786) | 10,173 | 433,006 | ||||||||||||||||||||||
| Net income | - | - | - | - | - | 82,914 | 653 | 83,567 | |||||||||||||||||||||
| Other comprehensive loss | - | - | - | (15,984) | (15,984) | - | - | (15,984) | |||||||||||||||||||||
| Comprehensive (loss) income | - | - | - | (15,984) | (15,984) | 82,914 | 653 | 67,583 | |||||||||||||||||||||
Balance as at June 30, 2026 | 143,915,604 | 439,944 | 40,162 | (28,471) | 11,691 | 38,128 | 10,826 | 500,589 | |||||||||||||||||||||
Balance as at December 31, 2024 | 130,770,053 | 323,148 | 26,152 | (27,092) | (940) | (75,732) | 5 | 246,481 | |||||||||||||||||||||
Exercise of share purchase options | 20,000 | 36 | (16) | - | (16) | - | - | 20 | |||||||||||||||||||||
Share issued for vested units (Note 8) | 334,386 | 2,145 | (2,145) | - | (2,145) | - | - | - | |||||||||||||||||||||
| Share-based payments expense (Note 9) | - | - | 9,276 | - | 9,276 | - | - | 9,276 | |||||||||||||||||||||
Share issuance (Note 8) | 10,767,795 | 105,218 | - | - | - | - | - | 105,218 | |||||||||||||||||||||
| Share issue costs, net of tax of $1,407 | - | - | - | - | - | (4,083) | - | (4,083) | |||||||||||||||||||||
| 141,892,234 | 430,547 | 33,267 | (27,092) | 6,175 | (79,815) | 5 | 356,912 | ||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | 15,754 | (183) | 15,571 | |||||||||||||||||||||
| Other comprehensive income | - | - | - | 14,757 | 14,757 | - | - | 14,757 | |||||||||||||||||||||
| Comprehensive income | - | - | - | 14,757 | 14,757 | 15,754 | (183) | 30,328 | |||||||||||||||||||||
Balance as at June 30, 2025 | 141,892,234 | 430,547 | 33,267 | (12,335) | 20,932 | (64,061) | (178) | 387,240 | |||||||||||||||||||||
a)Contributed surplus reserve records the cumulative amounts of compensation expense recognized under IFRS 2 Share-Based Payment with respect to share purchase options granted, restricted share units, performance share units and deferred share units issued but not yet exercised.
b)Accumulated other comprehensive (loss) income reserve records the gains and losses arising from the translation of the Corporation and its subsidiaries' Financial Statements to the presentation currency.
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 3 | ||||
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in thousands of US dollars - unaudited)
| Three-month periods ended | Six-month periods ended | |||||||||||||
| June 30, | June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| Cash flows provided by (used in) | $ | $ | $ | $ | ||||||||||
| OPERATING ACTIVITIES | ||||||||||||||
| Net income | 35,038 | 8,641 | 83,567 | 15,571 | ||||||||||
| Adjustments for: | ||||||||||||||
Depreciation and depletion of property, plant and equipment | 7,757 | 5,298 | 14,762 | 8,978 | ||||||||||
Share-based payments expense (Note 9) | 2,992 | 4,420 | 6,326 | 8,763 | ||||||||||
| Gain on foreign currency translation | (3,458) | (11,883) | (1,660) | (21,735) | ||||||||||
Finance costs on long-term debt (Note 13) | 2,072 | 2,524 | 4,170 | 5,238 | ||||||||||
Share of loss in associate (Note 6) | 245 | 327 | 606 | 327 | ||||||||||
Accretion expense (Note 13) | 55 | 44 | 109 | 86 | ||||||||||
| Deferred income taxes | 386 | (5,013) | 1,197 | (4,101) | ||||||||||
Change in fair value of options contracts (Note 16) | (152) | (68) | (224) | (92) | ||||||||||
| Net impairment recovery | - | (3,987) | - | (3,987) | ||||||||||
| Gain on sale of Amizmiz project | - | (1,828) | - | (1,828) | ||||||||||
| Write-down of inventory | - | 135 | - | 135 | ||||||||||
| 44,935 | (1,390) | 108,853 | 7,355 | |||||||||||
Changes in working capital items (Note 17) | 3,467 | 9,177 | 9,720 | 8,351 | ||||||||||
| 48,402 | 7,787 | 118,573 | 15,706 | |||||||||||
| INVESTING ACTIVITIES | ||||||||||||||
Net change in restricted cash (Note 7) | - | 104 | 1,750 | 104 | ||||||||||
| Deposits to suppliers for capital expenditures | (1,438) | (928) | (2,790) | (2,335) | ||||||||||
| (9,678) | (8,275) | (12,365) | (15,002) | |||||||||||
Additions to exploration and evaluation assets | (10,556) | (3,499) | (24,621) | (11,319) | ||||||||||
| Deposit in trust | - | - | 314 | - | ||||||||||
Equity investment | - | - | (290) | - | ||||||||||
| Additions to mining rights | - | (414) | - | (414) | ||||||||||
| (21,672) | (13,012) | (38,002) | (28,966) | |||||||||||
| FINANCING ACTIVITIES | ||||||||||||||
Payment of lease liabilities | (200) | (104) | (370) | (202) | ||||||||||
| Deferred financing assets | - | (85) | - | (85) | ||||||||||
Repayment of long-term debt principal (Note 7) | (15,000) | - | (29,286) | - | ||||||||||
Payment of borrowing costs on long-term debt (Note 7) | (602) | - | (5,679) | (4,626) | ||||||||||
Proceeds from exercise of share purchase options (Note 9) | 523 | - | 2,825 | 20 | ||||||||||
| Proceeds from share issuance | - | 105,218 | - | 105,218 | ||||||||||
| Share issue costs | - | (5,490) | - | (5,490) | ||||||||||
| (15,279) | 99,539 | (32,510) | 94,835 | |||||||||||
| Effect of exchange rate changes on cash in foreign currencies | (313) | 1,199 | (1,575) | 1,313 | ||||||||||
| Net change in cash and cash equivalents | 11,138 | 95,513 | 46,486 | 82,888 | ||||||||||
| Cash and cash equivalents, beginning of period | 171,670 | 18,319 | 136,322 | 30,944 | ||||||||||
| Cash and cash equivalents, end of period | 182,808 | 113,832 | 182,808 | 113,832 | ||||||||||
Supplemental cash flow information (Note 17)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 4 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
1. GENERAL INFORMATION
Aya Gold & Silver Inc. (“Aya” or the “Corporation”) is a Canadian-based precious metals mining corporation active across the full mining lifecycle; from discovery and development through to production. The Corporation operates in Morocco.
Aya’s flagship asset is the Zgounder Silver Mine, recognized for its rare, high-grade silver mineralization. The mine is located along the Anti-Atlas fault, one of North Africa’s most geologically rich and underexplored regions, known for hosting world-class silver, gold, and base metal deposits. Aya also owns an 85% interest in the Boumadine polymetallic project, which is currently at the exploration and evaluation stage.
Aya is incorporated under the Canada Business Corporations Act; its financial year-end is December 31, and its common shares trade on the Toronto Stock Exchange and the Nasdaq Stock Market under the symbol “AYA”.
2. BASIS OF PRESENTATION
Statement of compliance
The consolidated financial statements of the Corporation have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
The Board of Directors approved and authorized for issue these consolidated financial statements on August 13, 2026.
Basis of measurement
The consolidated financial statements have been prepared on a historical cost basis, except for:
(i)Option contracts, which are accounted for at fair value;
(ii)Share-based payment arrangements, which are measured at fair value on grant date;
(iii)Asset retirement obligations, which are measured at the discounted estimated cost of future remediation;
(iv)Lease liabilities, which are initially measured at the present value of minimum lease payments;
(v)Non-controlling interest which is initially measured at the proportionate share of the acquiree’s identifiable net assets as at the date of acquisition;
(vi)Investment in an associate: the Corporation accounts for its investment in an associate using the equity method. Under the equity method, the Corporation’s investment in associate is initially recognized at cost and subsequently increased or decreased to recognize the Corporation's share of net income/loss and other comprehensive income/loss of the investee, after any adjustments necessary to give effect to uniform accounting policies, any other movement in the investee's reserves, and for impairment losses after the initial recognition date. The Corporation's share of earnings or losses of its investee is recognized in the Corporation’s statement comprehensive income during the year; and
(vii)Equity instruments investment, which is measured at fair value using quoted market prices in active markets and the changes in fair value are accounted for in other comprehensive income pursuant to an election made by the Company for equity instruments investment that is not held for trading purposes.
3. MATERIAL ACCOUNTING POLICIES, ESTIMATES AND JUDGEMENTS
Consolidation, functional and presentation currency
The functional currency of Aya is the Canadian dollar. The functional currency of the Corporation and its subsidiaries have remained unchanged during the reporting year. The Corporation’s presentation currency is the US dollar.
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 5 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
3. MATERIAL ACCOUNTING POLICIES, ESTIMATES AND JUDGEMENTS (continued)
Material accounting policies
These condensed interim consolidated financial statements have been prepared following the same accounting policies and methods of computation as the audited annual consolidated financial statements for the year ended December 31, 2025 except for this accounting policy that was adopted during the period ended June 30, 2026.
Performance share units ("PSU")
The Corporation grants PSUs to certain officers and employees. PSUs vest over a three-year performance period based solely on the Corporation’s relative performance ranking against a defined peer group, expressed in quartiles over the performance period, with the number of shares issued ranging from 0% to 200% of the PSUs granted.
The fair value of PSUs is determined at the grant date using a Monte Carlo simulation model and is recognized as share-based payments expense over the vesting period, with a corresponding increase to contributed surplus. The grant date fair value reflects the probability-weighted outcome of the market-based performance condition. The valuation also incorporates market-based modifiers, including the impact of the Corporation’s share price performance over the performance period, where applicable. Accordingly, share-based payments expense is not adjusted for actual performance outcomes. The expense is adjusted only for estimated forfeitures.
Upon vesting, the amount previously recognized in contributed surplus is reclassified to share capital.
4. INVENTORIES
| June 30, 2026 | December 31, 2025 | |||||||
| $ | $ | |||||||
| Mining supplies | 21,721 | 20,549 | ||||||
| Silver ingots | 4,109 | 3,809 | ||||||
| Silver & gold concentrate | 486 | 93 | ||||||
| Silver in circuit | 963 | 700 | ||||||
| Ore stockpile | 18,264 | 9,444 | ||||||
| 45,543 | 34,595 | |||||||
For the three and six month periods ended June 30, 2026, the Corporation recognized $27,232 and $55,269, respectively ($28,440 and $49,404 for the three and six month periods ended June 30, 2025, respectively) of inventory costs in cost of sales.
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 6 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
5. PROPERTY, PLANT AND EQUIPMENT
The majority of properties, plant and equipment are located in Morocco and are related to the Zgounder mine.
| Mining equipment | Mining assets in production | Assets under construction | Right-of-use assets | Total | |||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||
| Cost | |||||||||||||||||
As at December 31, 2025 | 13,005 | 271,323 | 10,008 | 2,005 | 296,341 | ||||||||||||
| Additions | 322 | 3,539 | 12,556 | 1,701 | 18,118 | ||||||||||||
| Transfers | 52 | 9,167 | (9,219) | - | - | ||||||||||||
| Disposals | - | (990) | - | - | (990) | ||||||||||||
Asset retirement obligations | - | (113) | - | - | (113) | ||||||||||||
| Foreign exchange | (384) | (8,004) | (341) | (94) | (8,823) | ||||||||||||
As at June 30, 2026 | 12,995 | 274,922 | 13,004 | 3,612 | 304,533 | ||||||||||||
| Accumulated depreciation and depletion | |||||||||||||||||
| As at December 31, 2025 | 5,016 | 38,428 | - | 924 | 44,368 | ||||||||||||
| Depreciation and depletion | 729 | 13,884 | - | 320 | 14,933 | ||||||||||||
| Disposals | - | (990) | - | - | (990) | ||||||||||||
| Foreign exchange | (158) | (1,337) | - | (34) | (1,529) | ||||||||||||
As at June 30, 2026 | 5,587 | 49,985 | - | 1,210 | 56,782 | ||||||||||||
| Net carrying amounts | |||||||||||||||||
At December 31, 2025 | 7,989 | 232,895 | 10,008 | 1,081 | 251,973 | ||||||||||||
At June 30, 2026 | 7,408 | 224,937 | 13,004 | 2,402 | 247,751 | ||||||||||||
Assets under construction at June 30, 2026 are located in Morocco and represent expenditures for the construction and development of assets which the Corporation expects to put into production by the end of 2026.
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 7 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
6. EXPLORATION AND EVALUATION ASSETS AND INVESTMENT
During the six-month period ended June 30, 2026, changes in exploration and evaluation assets were as follows:
| June 30, 2026 | ||||||||
| $ | ||||||||
| Rights on mining properties | ||||||||
| Balance, beginning of the period | 6,792 | |||||||
Foreign exchange | (269) | |||||||
| Balance, end of the period | 6,523 | |||||||
| Deferred exploration and evaluation expenses | ||||||||
| Balance, beginning of the period | 108,387 | |||||||
| Additions: | ||||||||
Drilling, sampling, geology, and others | 24,844 | |||||||
| Capitalized borrowing costs | 851 | |||||||
| Foreign exchange | (3,572) | |||||||
| Balance, end of the period | 130,510 | |||||||
| Total | 137,033 | |||||||
All exploration and evaluation assets are located in Morocco and relate to the Boumadine, Imiter Bis, Azegour, Tirzzit, and Zgounder Regional projects. The following schedule represents the Corporation’s exploration and evaluation expenses by property:
| June 30, 2026 | |||||||||||||||||
| Boumadine | Zgounder Regional | Tirzzit | Others | Total | |||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||
| Opening Balance | 99,155 | 9,782 | 4,743 | 1,499 | 115,179 | ||||||||||||
| Drilling, sampling, geology, and others | 24,409 | 435 | - | - | 24,844 | ||||||||||||
| Capitalized borrowing costs | 851 | - | - | - | 851 | ||||||||||||
| Foreign exchange | (3,338) | (302) | (164) | (37) | (3,841) | ||||||||||||
| Closing Balance | 121,077 | 9,915 | 4,579 | 1,462 | 137,033 | ||||||||||||
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 8 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
7. LONG-TERM DEBT
European Bank for Reconstruction and Development loan - Zgounder Expansion
On January 19, 2023, the Corporation entered into a credit agreement for a secured project financing loan with the European Bank for Reconstruction and Development (the “EBRD Loan”) to provide financing for the Zgounder expansion of up to $100,000.
The loan consists of a $92,000 loan provided by the EBRD (“EBRD Tranche”) and an $8,000 tranche (pari-passu with the EBRD) by the Climate Investment Funds (“CTF”) (“CTF Tranche”), managed by the EBRD. Amounts borrowed under the loan incur interest at a rate of SOFR plus 5% for the EBRD Tranche and 1% for the CTF Tranche. Payments are made bi-annually on January 19 and July 19. The loan's first principal payment was paid in January as per the loan agreement.
The EBRD Loan is guaranteed by the Corporation and secured by the assets of the Corporation and pledges of the securities of the Corporation's subsidiary, ZMSM. The loan is subject to adherence to financial and non-financial covenants. As at June 30, 2026, ZMSM was in compliance with its financial covenants.
On January 20th, 2026, financial completion, as defined in the EBRD Loan was declared, liberating the cost overrun account and replaced with a debt service reserve account of a fixed amount of $16,250 for the duration of the loan, which continues to be classified as restricted cash.
European Bank for Reconstruction and Development loan - Boumadine project
On June 23, 2025, the Corporation entered into another separate credit agreement for a corporate financing loan with EBRD for up to $25,000 to fund the exploration and development activities at the Boumadine project (the "Boumadine Loan"). Amounts borrowed under the loan incur interest at a rate of SOFR plus 5% per annum, with interest payable semi-annually on January 19 and July 19. The Boumadine Loan was unsecured.
During Q2-2026, the Corporation voluntarily repaid the Boumadine Loan in full prior to its contractual maturity date. The repayment included the outstanding principal of $15,000, together with a prepayment fee of $450 and unwinding costs of $23, which were recognized in finance costs. Accordingly, no amounts were outstanding under the loan as at June 30, 2026.
Both loans have been recorded at amortized cost, net of transaction costs, and are accreted to face value over the life of the debt instruments using the effective interest rate method.
| June 30, 2026 | December 31, 2025 | |||||||
$ | $ | |||||||
| Balance, beginning of the period | 116,708 | 99,928 | ||||||
| Drawdown in cash | - | 15,000 | ||||||
Repayment of debt principal | (29,286) | - | ||||||
Payments of interest and fees | (5,679) | (9,002) | ||||||
| Interest expense | 5,021 | 10,990 | ||||||
| Transaction costs | - | (208) | ||||||
| Balance, end of the period | 86,764 | 116,708 | ||||||
| Current portion of long-term debt | (28,571) | (28,571) | ||||||
Interest payable and commitment charges, presented in accounts payable and accrued liabilities | (3,106) | (4,531) | ||||||
| Long-term debt | 55,087 | 83,606 | ||||||
The contractual repayments of principal related to the long-term debt for the forthcoming years, excluding interest:
Carrying Amount | Contractual cash flows | 2026 | 2027 | 2028 | 2029 | |||||||||||||||
$ | $ | $ | $ | $ | $ | |||||||||||||||
| Long-term debt (excluding interest) | 83,658 | 85,714 | 14,285 | 28,571 | 28,571 | 14,287 | ||||||||||||||
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 9 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
8. SHARE CAPITAL
Authorized
Unlimited number of common shares without par value.
Common Shares
As at June 30, 2026, the Corporation had 143,915,604 issued and outstanding common shares (December 31, 2025 - 142,014,007).
Transactions during the six-month period ended June 30, 2026:
•A total of 1,217,540 (of which 1,117,540 by directors and officers of the Corporation) share purchase options were exercised at a strike price of C$1.43 for total proceeds of C$1,741 ($1,246) and ascribed value reclassification of C$1,432 ($1,025) from contributed surplus to share capital.
•A total of 130,000 share purchase options were exercised at a strike price of C$15.63 for total proceeds of C$2,032 ($1,461) and ascribed value reclassification of C$854 ($614) from contributed surplus to share capital.
•A total of 35,000 share purchase options were exercised by a director of the Corporation at a strike price of C$4.75 for total proceeds of C$166 ($118) and ascribed value reclassification of C$137 ($97) from contributed surplus to share capital.
•A total of 388,102 common shares were issued upon vesting of restricted share units during the period at an issued average price of C$10.62 for an ascribed value reclassification of C$4,123 ($2,964) from contributed surplus to share capital.
•A total of 130,955 common shares were issued upon vesting of deferred share units during the period at an issued price of C$10.67 for an ascribed value reclassification of C$1,398 ($993) from contributed surplus to share capital.
During the period in which the options were exercised, the Corporation’s minimum share price was C$22.85 ($16.43) while the maximum was C$28.12 ($19.92).
Transactions during the six-month period ended June 30, 2025:
•A total of 20,000 share purchase options were exercised at a strike price of C$1.43 for total proceeds of C$29 ($20) and ascribed value reclassification of C$23 ($16) from contributed surplus to share capital.
•A total of 322,386 common shares were issued upon vesting of restricted share units during the period at an issued average price of C$8.96 for an ascribed value reclassification of C$2,889 ($2,061) from contributed surplus to share capital.
•A total of 12,000 common shares were issued upon vesting of deferred share units during the period at an issued price of C$10.00 for an ascribed value reclassification of C$120 ($84) from contributed surplus to share capital.
•On June 18, 2025, the Corporation closed its bought deal financing and issued 10,767,795 common shares at a price of C$13.35 per share for total consideration of C$143,750 ($105,218).
During the period in which the options were exercised, the Corporation’s minimum share price was C$8.96 ($6.29) while the maximum was C$13.26 ($9.70).
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 10 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
9. SHARE-BASED PAYMENTS
The outstanding share purchase options and their exercise price in Canadian dollars as at June 30, 2026 and as at December 31, 2025 are summarized as follows:
| Six-month period ended | Year ended | |||||||||||||
| June 30, 2026 | December 31, 2025 | |||||||||||||
| Number | C$ (1) | Number | C$ (1) | |||||||||||
| Balance, beginning of the period | 10,069,451 | 9.30 | 9,589,451 | 9.02 | ||||||||||
| Granted | - | - | 500,000 | 14.45 | ||||||||||
| Exercised | (1,382,540) | 2.85 | (20,000) | 1.43 | ||||||||||
| Balance, end of the period | 8,686,911 | 10.33 | 10,069,451 | 9.30 | ||||||||||
| Exercisable | 4,853,578 | 6.26 | 6,236,118 | 5.51 | ||||||||||
(1)Weighted average exercise price in Canadian dollars.
The following table reflects the share purchase options that could be exercisable for an equal number of common shares:
| June 30, 2026 | |||||||||||
| Expiry Date | Number outstanding | Number exercisable | Exercise price C$ | ||||||||
| July 1, 2030 | 2,903,944 | 2,903,944 | 1.43 | ||||||||
| March 3, 2031 | 324,667 | 324,667 | 4.75 | ||||||||
| May 12, 2031 | 88,300 | 88,300 | 7.69 | ||||||||
| August 23, 2034 | 4,870,000 | 1,536,667 | 15.63 | ||||||||
| November 10, 2035 | 500,000 | - | 14.45 | ||||||||
| 8,686,911 | 4,853,578 | ||||||||||
| December 31, 2025 | |||||||||||
| Expiry Date | Number outstanding | Number exercisable | Exercise price C$ | ||||||||
| July 1, 2030 | 4,121,484 | 4,121,484 | 1.43 | ||||||||
| March 3, 2031 | 359,667 | 359,667 | 4.75 | ||||||||
| May 12, 2031 | 88,300 | 88,300 | 7.69 | ||||||||
| August 23, 2034 | 5,000,000 | 1,666,667 | 15.63 | ||||||||
| November 10, 2035 | 500,000 | - | 14.45 | ||||||||
| 10,069,451 | 6,236,118 | ||||||||||
Share-based payments expense of $2,094 and $4,208 were recognized during the three and six month periods ended June 30, 2026, respectively ($3,571 and $7,013 during the three and six month periods ended June 30, 2025, respectively) included in the following line items:
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 11 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
9. SHARE-BASED PAYMENTS (continued)
| Three-month periods ended | Six-month periods ended | |||||||||||||
| June 30, | June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| $ | $ | $ | $ | |||||||||||
| General and administrative expenses | 1,482 | 3,165 | 2,978 | 6,216 | ||||||||||
| Cost of sales | 490 | 196 | 985 | 384 | ||||||||||
| Property, plant and equipment | - | 59 | - | 116 | ||||||||||
| Exploration and evaluation assets | 122 | 151 | 245 | 297 | ||||||||||
| 2,094 | 3,571 | 4,208 | 7,013 | |||||||||||
Restricted share units ("RSU")
The RSU Plan provides for a maximum number of common shares available combined with the number of common shares issuable under all share compensation arrangements, shall not exceed 10% of the Corporation’s issued and outstanding common shares. The RSUs are time-based awards and all the amount of RSUs granted will vest upon the continuous employment of the Participants on the third anniversaries of the RSU grant, starting from the date of the grant or such other period not exceeding three years determined by the Board of Directors.
The outstanding RSUs as at June 30, 2026 and as at December 31, 2025 are as follows:
| Six-month period ended | Year ended | |||||||||||||
| June 30, 2026 | December 31, 2025 | |||||||||||||
| Number | C$(2) | Number | C$(2) | |||||||||||
| Balance, beginning of the period | 1,186,870 | 10.76 | 1,120,750 | 9.97 | ||||||||||
| Granted | 153,496 | 22.42 | 413,210 | 11.47 | ||||||||||
| Settled | (388,102) | 10.62 | (324,202) | 8.96 | ||||||||||
| Forfeited | (12,539) | 15.93 | (22,888) | 10.63 | ||||||||||
| Balance, end of the period | 939,725 | 12.64 | 1,186,870 | 10.76 | ||||||||||
| Vested | - | - | - | - | ||||||||||
(2)Weighted average fair value in Canadian dollars at grant date.
Share-based payments expense of $719 and $1,698 were recognized during the three and six month periods ended June 30, 2026, respectively, ($832 and $1,715 during the three and six month periods ended June 30, 2025, respectively) as included in the following line items:
| Three-month periods ended | Six-month periods ended | |||||||||||||
| June 30, | June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| $ | $ | $ | $ | |||||||||||
| General and administrative expenses | 545 | 709 | 1,317 | 1,424 | ||||||||||
| Cost of sales | 117 | 75 | 252 | 191 | ||||||||||
| Property, plant and equipment | - | 10 | - | 21 | ||||||||||
| Exploration and evaluation assets | 57 | 38 | 129 | 79 | ||||||||||
| 719 | 832 | 1,698 | 1,715 | |||||||||||
Performance share units ("PSU")
During the six-month period ended June 30, 2026 the Corporation began issuing PSUs designed for the benefit of certain officers and employees. PSUs are issued within the RSU Plan. Eligible participants are entitled to receive shares contingent upon the attainment of specified performance criteria over a vesting period determined by the Board of Directors. The number
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 12 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
9. SHARE-BASED PAYMENTS (continued)
of shares receivable shall be 0% to 200% of the PSUs awarded. The determination of the final number of shares is subject to the relative performance of the Corporation’s share price against that of the selected peers, as established by the relevant performance criteria. The applicable multiplier is determined by the degree to which the established performance objectives have been fulfilled.
PSU grants, when vested, can be settled in cash or common shares at the Corporation's sole discretion. The PSUs are accounted for as equity settled instruments as the Company does not expect any cash settlements.
During the six-month period ended June 30, 2026, the Corporation granted 80,174 PSUs at C$22.95 to officers and employees. The fair value was determined to be $2,128 by using a risk-neutral Monte Carlo simulation based on a correlation to the designated peers. The model used historical share price volatility ranging from 33% to 81% for the group, and a Canadian risk-free annual interest rate of 2.85%. The fair value is being recognized over the vesting period.
The outstanding PSUs as at June 30, 2026 and as at December 31, 2025 are as follows:
| Six-month period ended | Year ended | |||||||||||||
| June 30, 2026 | December 31, 2025 | |||||||||||||
| Number | C$(3) | Number | C$(3) | |||||||||||
| Balance, beginning of the period | - | - | - | - | ||||||||||
| Granted | 80,174 | 22.95 | - | - | ||||||||||
| Balance, end of the period | 80,174 | 22.95 | - | - | ||||||||||
| Vested | - | - | - | - | ||||||||||
(3) Weighted average fair value in Canadian dollars at grant date.
| January 20, 2026 | |||||
| Awards Granted | 80,174 | ||||
| Weighted average fair value of awards | 26.55 C$ | ||||
| Grant Price | 22.95 C$ | ||||
| Volatility | 33.2% - 80.9% | ||||
| Risk Free Rate | 2.85% | ||||
| Dividend Yield | 0% | ||||
| Expected Life | 3 years | ||||
Share-based payments expense of $99 and $258 were recognized during the three and six month periods ended June 30, 2026, respectively ($nil during the three and six month periods ended June 30, 2025, respectively) as included in the following line items:
| Three-month periods ended | Six-month periods ended | |||||||||||||
| June 30, | June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| $ | $ | $ | $ | |||||||||||
| General and administrative expenses | 86 | - | 225 | - | ||||||||||
| Cost of sales | 8 | - | 21 | - | ||||||||||
| Exploration and evaluation assets | 5 | - | 12 | - | ||||||||||
| 99 | - | 258 | - | |||||||||||
Deferred share units ("DSU")
The DSU Plan provides for a maximum number of common shares available and reserved for issuance to 10% of the Corporation’s issued and outstanding common shares. All the amount of DSUs granted will be settled on termination of service.
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 13 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
9. SHARE-BASED PAYMENTS (continued)
Pursuant to the terms of the DSU Plan, Directors will receive, on the second December after the termination date, common shares of the Corporation issued from treasury. The outstanding DSU’s as at June 30, 2026 and as at December 31, 2025 are as follows:
| Six-month period ended | Year ended | |||||||||||||
| June 30, 2026 | December 31, 2025 | |||||||||||||
| Number | C$(4) | Number | C$(4) | |||||||||||
| Balance, beginning of the period | 424,597 | 10.78 | 457,124 | 9.85 | ||||||||||
| Granted | 33,777 | 21.65 | 99,430 | 13.98 | ||||||||||
| Settled | (130,955) | 10.67 | (131,957) | 9.97 | ||||||||||
| Balance, end of the period | 327,419 | 11.95 | 424,597 | 10.78 | ||||||||||
| Exercisable | 92,189 | 10.85 | - | - | ||||||||||
(4) Weighted average fair value in Canadian dollars at grant date.
Share-based payments expense of $264 and $548 were recognized in general and administrative expenses during the three and six month periods ended June 30, 2026, respectively ($275 and $548 during the three and six month periods ended June 30, 2025, respectively).
10. SEGMENTED INFORMATION
All of the Corporation’s operations are within the mining industry and its major products are precious metals ingots and concentrate which are refined or smelted into pure silver and sold to global metal brokers. An operating segment is defined as a component of the Corporation that:
•Engages in business activities from which it may earn revenues and incur expenses;
•Whose operating results are reviewed regularly by the entity’s executive management; and
•For which discrete financial information is available.
For the three and six-month periods ended June 30, 2026 and 2025, the Corporation's operating segments include the production segment, with its Zgounder silver project in Morocco. In 2025, the Corporation started the reclaiming and sale of its historical pyrite stockpile at Boumadine which represents a separate segment in 2025. All other properties are in the "non-producing properties" segment (i.e. referred to as Exploration, evaluation and development segment) for the three and six-month periods ended June 30, 2026 and 2025. Corporate consists primarily of the Corporation’s corporate assets including cash and corporate expenses which are not allocated to operating segments.
Management evaluates segment performance based on segment operating income. Therefore, finance income and expense items and income taxes are not allocated to the segments. Significant information relating to the Corporation’s operating segments is summarized in the tables below.
| June 30, 2026 | |||||||||||
Total non-current assets | Total assets | Total liabilities | |||||||||
$ | $ | $ | |||||||||
| Production - Zgounder | 252,113 | 472,678 | 186,038 | ||||||||
| Exploration, evaluation and development - Boumadine | 121,755 | 129,421 | 13,018 | ||||||||
| Exploration, evaluation and development - Others | 15,968 | 15,977 | 80 | ||||||||
| Corporate | 26,152 | 84,218 | 2,569 | ||||||||
| Total per consolidated statement of financial position | 415,988 | 702,294 | 201,705 | ||||||||
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 14 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
10. SEGMENTED INFORMATION (continued)
| December 31, 2025 | |||||||||||
Total non-current assets | Total assets | Total liabilities | |||||||||
$ | $ | $ | |||||||||
| Production - Zgounder | 257,333 | 386,910 | 178,390 | ||||||||
| Exploration, evaluation and development - Boumadine | 99,692 | 102,123 | 23,464 | ||||||||
| Exploration, evaluation and development - Others | 16,042 | 16,047 | 2,165 | ||||||||
| Corporate | 26,216 | 126,653 | 3,890 | ||||||||
| Total per consolidated statement of financial position | 399,283 | 631,733 | 207,909 | ||||||||
As at June 30, 2026, all production and exploration, evaluation and development segments are located in Morocco. Corporate is based in Canada.
| Three-month periods ended June 30, 2026 and 2025 | Revenue | Cost of sales | G&A expenses | Other operating income | Operating income (loss) | |||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
Production - Zgounder | 2026 | 90,321 | 31,428 | 4,518 | - | 54,375 | ||||||||||||||
| 2025 | 38,615 | 29,673 | 935 | - | 8,007 | |||||||||||||||
| Exploration - Boumadine | 2026 | 6,473 | 1,953 | 39 | - | 4,481 | ||||||||||||||
| 2025 | - | - | - | - | - | |||||||||||||||
| Exploration - Others | 2026 | - | - | - | - | - | ||||||||||||||
| 2025 | - | - | - | (5,815) | 5,815 | |||||||||||||||
| Corporate unallocated costs | 2026 | - | - | 5,701 | - | (5,701) | ||||||||||||||
| 2025 | - | - | 6,153 | - | (6,153) | |||||||||||||||
| Consolidated | 2026 | 96,794 | 33,381 | 10,258 | - | 53,155 | ||||||||||||||
| 2025 | 38,615 | 29,673 | 7,088 | (5,815) | 7,669 | |||||||||||||||
| Six-month periods ended June 30, 2026 and 2025 | Revenue | Cost of sales | G&A expenses | Other operating income | Operating income (loss) | |||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
Production - Zgounder | 2026 | 205,095 | 64,343 | 5,420 | - | 135,332 | ||||||||||||||
| 2025 | 72,446 | 53,257 | 1,700 | - | 17,489 | |||||||||||||||
| Exploration - Boumadine | 2026 | 8,973 | 2,551 | 64 | - | 6,358 | ||||||||||||||
| 2025 | - | - | - | - | - | |||||||||||||||
| Exploration - Others | 2026 | - | - | - | - | - | ||||||||||||||
| 2025 | - | - | 50 | (5,815) | 5,765 | |||||||||||||||
| Corporate unallocated costs | 2026 | - | - | 10,948 | - | (10,948) | ||||||||||||||
| 2025 | - | - | 12,259 | - | (12,259) | |||||||||||||||
| Consolidated | 2026 | 214,068 | 66,894 | 16,432 | - | 130,742 | ||||||||||||||
| 2025 | 72,446 | 53,257 | 14,009 | (5,815) | 10,995 | |||||||||||||||
Corporate is mainly unallocated items from the Corporation's head office that comprises of corporate assets (mainly cash and restricted cash), liabilities and expenses for the three and six-month periods ended June 30, 2026 and 2025.
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 15 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
11. ADDITIONAL INFORMATION ON THE NATURE OF REVENUE
The following is a breakdown of the nature of revenue included in sales for the three and six-month periods ended June 30, 2026 and 2025.
| Three-month periods ended | Six-month periods ended | |||||||||||||
| June 30, | June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| $ | $ | $ | $ | |||||||||||
| Silver ingots | 90,621 | 38,843 | 205,664 | 67,717 | ||||||||||
| Silver concentrate | - | - | - | 5,410 | ||||||||||
| Pyrite concentrate | 6,473 | - | 8,973 | - | ||||||||||
Gross revenue from precious metals | 97,094 | 38,843 | 214,637 | 73,127 | ||||||||||
| Less: treatment, smelting, and refining costs | (300) | (228) | (569) | (681) | ||||||||||
| 96,794 | 38,615 | 214,068 | 72,446 | |||||||||||
The Corporation’s sales are with three clients (2025 – two clients) located in Switzerland.
12. ADDITIONAL INFORMATION ON THE NATURE OF COST OF SALES
The following is a breakdown of the nature of cost of sales for the three and six-month periods ended June 30, 2026 and 2025.
| Three-month periods ended | Six-month periods ended | |||||||||||||
| June 30, | June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| $ | $ | $ | $ | |||||||||||
| Production costs | 20,151 | 22,537 | 41,756 | 40,893 | ||||||||||
Share-based payments expense (Note 9) | 615 | 271 | 1,258 | 575 | ||||||||||
| Freight outbound | 1,999 | 323 | 2,880 | 595 | ||||||||||
| Inventory write-down | - | 135 | - | 135 | ||||||||||
| Royalties | 2,904 | 1,158 | 6,400 | 2,173 | ||||||||||
| Depreciation and depletion | 7,712 | 5,249 | 14,600 | 8,886 | ||||||||||
| 33,381 | 29,673 | 66,894 | 53,257 | |||||||||||
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 16 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
13. ADDITIONAL INFORMATION ON THE NATURE OF COMPREHENSIVE INCOME COMPONENTS
The following is a breakdown of the nature of expenses included in general and administrative expenses and finance expense for the three and six-month periods ended June 30, 2026 and 2025.
| Three-month periods ended | Six-month periods ended | |||||||||||||
| June 30, | June 30, | |||||||||||||
General and administrative expenses | 2026 | 2025 | 2026 | 2025 | ||||||||||
| $ | $ | $ | $ | |||||||||||
| Salaries and benefits | 1,494 | 1,168 | 3,015 | 2,297 | ||||||||||
| Consulting fees | 538 | 603 | 1,230 | 1,176 | ||||||||||
Investor relations | 435 | 338 | 815 | 615 | ||||||||||
Depreciation | 45 | 49 | 162 | 92 | ||||||||||
Office | 476 | 302 | 830 | 594 | ||||||||||
Professional fees | 4,376 | 389 | 4,729 | 948 | ||||||||||
Reporting issuer costs | 517 | 90 | 583 | 99 | ||||||||||
| General and administrative expenses | 7,881 | 2,939 | 11,364 | 5,821 | ||||||||||
General and administrative expenses - Share-based payments expense (Note 9) | 2,377 | 4,149 | 5,068 | 8,188 | ||||||||||
| 10,258 | 7,088 | 16,432 | 14,009 | |||||||||||
| Three-month periods ended | Six-month periods ended | |||||||||||||
| June 30, | June 30, | |||||||||||||
Net finance income (expense) | 2026 | 2025 | 2026 | 2025 | ||||||||||
| $ | $ | $ | $ | |||||||||||
| Change in fair value of options contracts | 152 | 68 | 224 | 92 | ||||||||||
Finance costs on long-term debt | (2,072) | (2,524) | (4,170) | (5,238) | ||||||||||
| Interest income | 1,147 | 298 | 2,285 | 807 | ||||||||||
| Gain on foreign exchange | 4,427 | 5,303 | 4,435 | 14,863 | ||||||||||
| Accretion expense | (55) | (44) | (109) | (86) | ||||||||||
| 3,599 | 3,101 | 2,665 | 10,438 | |||||||||||
| Three-month periods ended | Six-month periods ended | |||||||||||||
| June 30, | June 30, | |||||||||||||
Expenses recognized for employee benefits (including capitalized amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||
| $ | $ | $ | $ | |||||||||||
Salaries and fringe benefits | 7,092 | 5,707 | 13,560 | 10,234 | ||||||||||
Share-based payments (Note 9) | 2,912 | 4,403 | 6,164 | 8,728 | ||||||||||
| 10,004 | 10,110 | 19,724 | 18,962 | |||||||||||
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 17 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
14. CAPITAL MANAGEMENT
The Corporation defines capital as long-term debt and total equity. When managing capital, the Corporation’s objectives are to:
•Ensure sufficient liquidity to pursue its strategy of organic growth combined with strategic acquisitions;
•Ensure the externally imposed capital requirements relating to debt obligations are being met;
•Increase the value of the Corporation’s assets; and
•Achieve optimal returns to shareholders.
These objectives are achieved by operating its assets efficiently, identifying the right exploration and evaluation projects, adding value to these projects, and ultimately taking them to production or obtaining sufficient proceeds from their disposal. Management adjusts the capital structure as necessary to support the acquisition, exploration and evaluation and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Corporation’s management team to sustain the future development of the business. As at June 30, 2026, managed capital is $573,421 (December 31, 2025 - $525,828) representing long-term debt and total equity before non-controlling interest. To facilitate the management of its capital requirements, the Corporation prepares long-term cash flow projections that consider various factors, including successful capital deployment, general industry conditions and economic factors. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Corporation, is reasonable. There have been no changes in the Corporation’s capital management approach during the period.
| June 30, | December 31 | |||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Long-term debt (including current portion) | 83,658 | 112,177 | ||||||
| Total equity before non-controlling interest | 489,763 | 413,651 | ||||||
| 573,421 | 525,828 | |||||||
15. FINANCIAL RISK MANAGEMENT
The Corporation is exposed to various financial risks resulting from both its operations and its investment activities. There were no changes to the financial objectives, policies and processes during the three and six-month periods ended June 30, 2026 and 2025. The Corporation’s main financial risks exposure and its financial risks management policies are as follows:
Credit risk
Credit risk refers to the risk of an unexpected loss if a party to a financial instrument fails to meet its contractual obligations. The Corporation’s financial assets exposed to credit risk are primarily composed of cash and cash equivalents, trade and other receivables and restricted cash. The Corporation’s cash, cash equivalents and restricted cash are mostly held with reputable Canadian or Moroccan banks.
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 18 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
15. FINANCIAL RISK MANAGEMENT (continued)
Credit risk arises from the possibility that its customers may experience financial difficulties and be unable to fulfil their obligations. The Corporation has a high degree of customer concentration, with more than 95% of its silver and gold ore sales made to a single client, which represents the vast majority of the trade receivables. As a result, in the event that this counterparty becomes insolvent or otherwise unable to meet its payment obligations, the Corporation’s revenues and cash flows could be materially adversely affected. Given the substantial value associated with each delivery, any delay in payment or default could have a significant financial impact, and the Corporation may be required to seek alternative purchasers on less favorable terms. To mitigate such credit risk, the Corporation requires that it is paid the majority of what it is owed on transfer of property and deals with creditworthy counterparties. The Corporation does not rely on external credit ratings, as its counterparties are generally not rated; instead, it obtains and reviews available financial information, including annual audited financial statements, and maintains ongoing communication with its customers to monitor credit risk. As at June 30, 2026, $nil of the trade receivables were overdue by more than 30 days (2025 – $nil). In management's opinion, the maximum credit risk exposure for all of the Corporation's current financial assets is the carrying value of those assets.
Commodity price risk
The Corporation’s profitability is exposed to commercial risks notably those linked to the price of silver and gold. The Corporation does not have financial instruments to hedge exposures to silver and gold price fluctuations.
Liquidity risk
Liquidity risk refers to the risk that the Corporation will not be able to meet its financial obligations as they fall due. The Corporation’s liquidity and operating results may be adversely affected if the Corporation’s access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Corporation. The organization has instituted a comprehensive planning and budgeting process designed to ascertain the financial resources necessary to sustain its standard operational requirements and developmental initiatives. Over the years, the Corporation generates cash flow from its financing activities.
As part of its $100,000 financing with EBRD (Note 7), the Corporation is required to maintain $16,250 in restricted cash for a debt service reserve account.
The Corporation currently intends to take into account the anticipated cash flows generated from operational activities to contribute to its business commitments.
The following are the contractual maturities of financial liabilities and other liabilities, including interest payable that is included in accounts payable as at June 30, 2026:
Carrying Amount | Contractual cash flows | 0-12 months | 12-24 months | More than 24 months | |||||||||||||
$ | $ | $ | $ | $ | |||||||||||||
Accounts payable & accrued liabilities | 75,655 | 75,655 | 75,655 | - | - | ||||||||||||
Long-term debt (excluding interest) (Note 7) | 83,658 | 85,714 | 28,571 | 28,571 | 28,572 | ||||||||||||
Balance of purchase price payable | 1,596 | 1,596 | 1,596 | - | - | ||||||||||||
Lease liabilities | 2,686 | 3,042 | 805 | 724 | 1,513 | ||||||||||||
| 163,595 | 166,007 | 106,627 | 29,295 | 30,085 | |||||||||||||
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 19 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
15. FINANCIAL RISK MANAGEMENT (continued)
The following are the contractual maturities of financial and other liabilities as at December 31, 2025:
Carrying Amount | Contractual cash flows | 0-12 months | 12-24 months | More than 24 months | |||||||||||||
$ | $ | $ | $ | $ | |||||||||||||
Accounts payable & accrued liabilities | 69,407 | 69,407 | 69,407 | - | - | ||||||||||||
Long-term debt (excluding interest) (Note 7) | 112,177 | 115,000 | 28,571 | 43,571 | 42,858 | ||||||||||||
| Balance of purchase price payable | 1,643 | 1,643 | 1,643 | - | - | ||||||||||||
| Lease liabilities | 1,366 | 1,567 | 427 | 336 | 804 | ||||||||||||
| 184,593 | 187,617 | 100,048 | 43,907 | 43,662 | |||||||||||||
Foreign currency risk
In the normal course of operations, the Corporation is exposed to currency risk due to business transactions in foreign countries denominated in a currency other than the functional currency of each entity in the group, being the Canadian dollar for all the entities within the consolidated group except for AGSM, ZMSM, BGM and AGS, for which the functional currency is the Moroccan dirham and for AGS Group Services for which the functional currency is the US dollar.
Foreign currency denominated financial assets and liabilities which expose the Corporation to currency risk are presented below.
The Corporation enters into option contracts to mitigate some of the risk of fluctuations in the exchange rate of its holdings of US dollars. Changes in the fair value of the contracts and the corresponding gains or losses are recorded quarterly and are included in the fair value adjustment on option contracts on the consolidated statement of comprehensive income (loss). Management does not apply hedge accounting. The Corporation’s management strategy is to reduce the risk of fluctuations associated with foreign exchange rate changes. The foreign currency option contracts are held to maturity and are either exercised for a net profit or loss; or expire at no obligation to the Corporation.
The fair value of option contracts, which represents the amount that would be received/(paid) by the Corporation if the contracts were terminated at June 30, 2026 was $(417) (December 31, 2025 - $(174)).
Balances in the table below are denominated in US dollars, the presentation currency of the Corporation:
| June 30, 2026 | USD | EUR | CAD | MAD | Others | Total | ||||||||||||||
$ | $ | $ | $ | $ | $ | |||||||||||||||
Cash and cash equivalents | 124,150 | 16 | 21 | - | 4 | 124,191 | ||||||||||||||
Restricted cash | 16,250 | - | - | - | - | 16,250 | ||||||||||||||
| Trade and other receivables | 24,669 | - | - | - | - | 24,669 | ||||||||||||||
| Current portion of long-term debt | (28,571) | - | - | - | - | (28,571) | ||||||||||||||
Long-term debt | (57,143) | - | - | - | - | (57,143) | ||||||||||||||
Accounts payable and accrued liabilities | (4,355) | (675) | (465) | - | (1,900) | (7,395) | ||||||||||||||
Balance of purchase price payable | - | - | - | (1,596) | - | (1,596) | ||||||||||||||
| 75,000 | (659) | (444) | (1,596) | (1,896) | 70,405 | |||||||||||||||
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 20 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
15. FINANCIAL RISK MANAGEMENT (continued)
| December 31, 2025 | USD | EUR | CAD | MAD | Others | Total | ||||||||||||||
$ | $ | $ | $ | $ | $ | |||||||||||||||
Cash and cash equivalents | 65,408 | 8 | - | - | - | 65,416 | ||||||||||||||
Restricted cash | 18,000 | - | - | - | - | 18,000 | ||||||||||||||
| Trade and other receivables | 32,504 | - | - | - | - | 32,504 | ||||||||||||||
| Current portion of long-term debt | (28,571) | - | - | - | - | (28,571) | ||||||||||||||
| Long-term debt | (86,429) | - | - | - | - | (86,429) | ||||||||||||||
Accounts payable and accrued liabilities | (6,503) | (1,257) | (175) | (22) | (49) | (8,006) | ||||||||||||||
Balance of purchase price payable | - | - | - | (1,643) | - | (1,643) | ||||||||||||||
| (5,591) | (1,249) | (175) | (1,665) | (49) | (8,729) | |||||||||||||||
The impact on net income and equity of a 10% increase or decrease in foreign currencies on the Corporation’s financial instruments based on balances on June 30, 2026 would be approximately $7,041 (December 31, 2025 - $873).
16. FINANCIAL INSTRUMENTS
The classification of financial instruments is summarized as follows, as at June 30, 2026 and 2025:
| Financial Assets | Classification | June 30, 2026 | December 31, 2025 | ||||||||
| $ | $ | ||||||||||
Cash and cash equivalents | Financial assets at amortized cost | 182,808 | 136,322 | ||||||||
| Trade and other receivables | Financial assets at amortized cost | 25,199 | 33,811 | ||||||||
| Deposit in trust | Financial assets at amortized cost | - | 314 | ||||||||
| Restricted cash | Financial assets at amortized cost | 16,410 | 18,162 | ||||||||
| Equity instruments investment | Fair value through other comprehensive income | 290 | - | ||||||||
| 224,707 | 188,609 | ||||||||||
As at June 30, 2026, cash equivalents included in cash and cash equivalents was $nil (December 31, 2025 - $10,039).
| Financial Liabilities | Classification | June 30, 2026 | December 31, 2025 | ||||||||
| $ | $ | ||||||||||
Current portion of long-term debt (Note 7) | Financial liabilities at amortized cost | 28,571 | 28,571 | ||||||||
Long-term debt (Note 7) | Financial liabilities at amortized cost | 55,087 | 83,606 | ||||||||
| Accounts payable and accrued liabilities | Financial liabilities at amortized cost | 75,655 | 69,407 | ||||||||
Balance of purchase price payable | Financial liabilities at amortized cost | 1,596 | 1,643 | ||||||||
| Options contracts | Fair value through profit & loss | 417 | 174 | ||||||||
| 161,326 | 183,401 | ||||||||||
Fair value of financial instruments
Current financial instruments that are not measured at fair value consist of cash, cash equivalents, trade and other receivables, restricted cash, equity investment, accounts payable and accrued liabilities, balance of purchase price payable and long-term debt. Their carrying values are considered a reasonable approximation of their fair value because of their short-term maturity. The long-term debt is predominantly subject to a variable interest rate. As a result, the carrying value is considered to be its fair value.
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 21 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
16. FINANCIAL INSTRUMENTS (continued)
Current financial instruments that are measured at fair value consist of equity instruments investment and options contracts.
Fair value hierarchy
The following table classifies financial assets and liabilities that are recognized on the consolidated statement of financial position at fair value in a hierarchy that is based on significance of the inputs used in making the measurements. The levels in the hierarchy are:
Level 1:Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2:Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
Level 3:Inputs for the asset or liability that are not based on observable market data.
As at June 30, 2026, the following represents the classification of instruments measured at fair value :
Level 1 | Level 2 | Level 3 | Total | |||||||||||
$ | $ | $ | $ | |||||||||||
Option contracts | - | (417) | - | (417) | ||||||||||
| Equity instruments investment | 290 | - | - | 290 | ||||||||||
As at December 31, 2025, the following represents the classification of instruments measured at fair value :
Level 1 | Level 2 | Level 3 | Total | |||||||||||
$ | $ | $ | $ | |||||||||||
Option contracts | - | (174) | - | (174) | ||||||||||
The Corporation’s foreign currency option contracts are not traded in active markets. The fair value of these instruments has been determined using observable forward exchange rates. The effects of non-observable inputs are not significant for foreign contract positions.
The Corporation’s equity instruments investment is measured at fair value, determined based on quoted market prices for the underlying security traded in an active market at the reporting date.
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 22 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
17. SUPPLEMENTAL CASH FLOW INFORMATION
| Three-month periods ended | Six-month periods ended | |||||||||||||
| June 30, | June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| $ | $ | $ | $ | |||||||||||
| Trade and other receivables | (7,054) | 212 | 7,784 | (9,300) | ||||||||||
| Sales taxes receivable | (800) | (4,152) | (4,161) | (3,920) | ||||||||||
| Income tax receivable | - | 1,482 | - | 3,597 | ||||||||||
| Inventories | (10,427) | (3,850) | (12,136) | (3,009) | ||||||||||
| Prepaid expenses and security deposits | (557) | (2,145) | (3,515) | (1,706) | ||||||||||
| Accounts payable and accruals | 7,681 | 12,741 | 6,187 | 17,467 | ||||||||||
| Income tax payable | 14,624 | 4,889 | 15,561 | 5,222 | ||||||||||
| Changes in working capital items | 3,467 | 9,177 | 9,720 | 8,351 | ||||||||||
| Non-cash transactions | ||||||||||||||
| Additions of new lease right-of-use assets | 825 | - | 1,701 | 83 | ||||||||||
| Addition of new lease liabilities | (825) | - | (1,701) | (83) | ||||||||||
| Net change in deposits to suppliers for capital expenditures | 832 | (604) | 1,165 | 1,507 | ||||||||||
| Capitalized asset retirement obligations | 140 | 53 | (113) | 286 | ||||||||||
| Change in accounts payable and accrued liabilities related to PP&E | (601) | (3,132) | 2,887 | (7,306) | ||||||||||
| Change in accounts payable and accrued liabilities related to E&E assets | 2,532 | 2,129 | 688 | 3,027 | ||||||||||
| Share-based payments expense in PP&E additions | - | 69 | - | 137 | ||||||||||
| Share-based payments expense in E&E additions | 184 | 189 | 386 | 376 | ||||||||||
| Investment in associate | - | 7,931 | - | 7,931 | ||||||||||
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 23 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
18. INCOME PER COMMON SHARE
Basic income per share is the net income available to common shareholders divided by the weighted average number of common shares outstanding during the period and DSUs. Diluted net income per share adjusts basic net income per share for the effects of potential dilutive common shares such as options and RSUs.
The calculations for basic and diluted income per share for the three and six-month periods ended June 30, 2026 and 2025 are as follows:
| Three-month periods ended | Six-month periods ended | |||||||||||||
| June 30, | June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| $ | $ | $ | $ | |||||||||||
| Net income attributed to Aya Gold & Silver Inc. shareholders | 34,588 | 8,641 | 82,914 | 15,571 | ||||||||||
| Weighted average number of shares – basic | 143,728,187 | 132,411,701 | 143,435,559 | 131,598,544 | ||||||||||
| Impact of dilutive securities | ||||||||||||||
Stock options, RSUs and PSUs | 4,674,524 | 5,517,508 | 4,618,868 | 5,533,736 | ||||||||||
| Weighted average number of shares – diluted | 148,402,711 | 137,929,209 | 148,054,428 | 137,132,280 | ||||||||||
| Income per share - basic | 0.24 | 0.07 | 0.58 | 0.12 | ||||||||||
| Income per share - diluted | 0.23 | 0.06 | 0.56 | 0.11 | ||||||||||
Weighted average number of shares - diluted excludes the effects of 3,833,333 share purchase options as at June 30, 2026 as they were anti-dilutive (June 30, 2025 - 5,000,000 share purchase options were excluded).
19. RELATED PARTY TRANSACTIONS
During the three and six-month periods ended June 30, 2026 and 2025, the following related party transaction occurred in the normal course of operations for management and consulting fees to Groupe Conseils Grou, La Salle Inc., a company owned by the President and Chief Executive Officer of the Corporation, in the amount of $258 and $518 for the three and six month periods ended June 30, 2026, respectively ($233 and $449 for the three and six month periods ended June 30, 2025, respectively). As at June 30, 2026, $250 (December 31, 2025 - $391) was due to that company.
Remuneration of key management personnel of the Corporation
Key management included members of the Board of Directors and executive officers of the Corporation. During the three and six-month periods ended June 30, 2026 and 2025 the remuneration awarded to key management personnel (including the amounts above) was as follows:
| Three-month periods ended | Six-month periods ended | |||||||||||||
| June 30, | June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| $ | $ | $ | $ | |||||||||||
| Salaries and benefits | 489 | 472 | 877 | 822 | ||||||||||
| Management consulting and professional fees | 376 | 333 | 746 | 636 | ||||||||||
| Share-based payments expense* | 1,940 | 3,306 | 4,116 | 6,610 | ||||||||||
| 2,805 | 4,111 | 5,739 | 8,068 | |||||||||||
* Share-based payments expense represent a non-cash expense related to the vesting of equity-based awards granted to directors and executive officers, including share purchase options, restricted share units, performance share units and deferred share units.
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 24 | ||||
Notes to Condensed Interim Consolidated Financial Statements
June 30, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
20. CONTINGENT LIABILITY
In March 2025, Aya sought the enforcement of certain securities it had received in connection with the EPC Agreements before the International Chamber of Commerce. On August 5, 2025, the Corporation received net proceeds of $7,219 in connection with the enforcement of liquidated damages against Duro Felguera S.A. ("DF") from such securities. Subsequent to the disbursement of funds, DF sought to suspend the application and reverse the underlying decision allowing the execution of the performance bonds before different tribunals in Spain. Their action seeking the suspension of the execution in another jurisdiction was rejected on October 22, 2025. The appeal procedure and Aya's response to the appeal have been filed, and the court of appeal dismissed DF’s opposition with costs.
In parallel, on March 31, 2025, Aya received a Request for Arbitration Notice from DF seeking payments under the EPC Agreements of approximately $1,700 and €2,800 as well as declaratory relief as regards to the above mentioned liquidated damages, for a total amount of approximately $13,500. The Request for Arbitration was filed with the International Chamber of Commerce. On April 7, 2026, Aya filed its statement of defense and counterclaim, asserting a full defense against all claims advanced by DF and seeking their dismissal in their entirety, together with an order for payment of damages in the amount of $13,000.
Management has reviewed the facts and circumstances of the case, together with external legal counsel, and believes that it is not probable that the Corporation will be required to repay any portion of the funds received. Accordingly, no provision has been recognized in the consolidated financial statements as at June 30, 2026. However, since the outcome of the appeal and subsequent claim cannot be determined with certainty at this time, any potential repayment, if required, would be recognized in the period in which the obligation becomes probable and can be reliably measured.
"EPC Agreements" mean the multi-currency fixed price EPC contract, composed of a supply agreement and a services agreement, for a total of approximately $78,000 (based on the then applicable exchange rate between Euro, MAD and USD), between ZMSM on one part, and DF and its affiliates on the second part, for the engineering, design, manufacturing, construction, delivery, erection, start-up and commissioning of a new 2,000 tpd processing plant at the Zgounder Silver Mine, entered on November 30, 2022. The EPC Agreements' price is fixed based on the USD, Euro and MAD.
21. SUBSEQUENT EVENT
Acquisition of SA Strategy SARL
Subsequent to the period-end, the Corporation, through its wholly-owned subsidiary Aya International Development Holdings SPV Ltd, completed the acquisition of 100% of the issued share capital of SA Strategy SARL, a Moroccan company holding a portfolio of 21 mining exploitation and exploration licenses located in the Errachidia, Guelmim and Agadir regions of Morocco. Certain customary post-closing administrative formalities in Morocco remain in progress.
Total fixed cash and debt assumption for the transaction was MAD 10 million (equivalent to approximately $1,070). In addition, the sellers are entitled to: (i) MAD 2 million (equivalent to approximately $215) for each 25 Moz silver-equivalent tranche of Measured and Indicated resources established in a future NI 43-101 technical report in respect of the mining titles owned by SA Strategy SARL (the "Mining Titles"); (ii) an amount equal to 1% of the after-tax net present value, as determined in a future NI 43-101 pre-feasibility study in respect of the Mining Titles, payable upon publication of such study; and (iii) a 2% net smelter return royalty on future commercial production from the Mining Titles, of which the first 1% may be repurchased for $5 million and the remaining 1% may be repurchased for a maximum purchase price of $15 million.
Management has preliminarily assessed the transaction as an asset acquisition rather than a business combination under IFRS 3, Business Combinations, as substantially all of the fair value of the gross assets acquired is concentrated in a group of similar identifiable assets comprising the mining licenses, and no organized workforce or substantive processes were acquired.
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q2-2026 | 25 | ||||
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Ugo Landry-Tolszczuk, acting in the capacity of Chief Financial Officer of Aya Gold &
Silver Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Aya Gold & Silver Inc. (the “issuer”) for the interim period ended June 30, 2026.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013 COSO Framework) Published by the Committee of Sponsoring Organizations of the Treadway Commission.
1
5.2 ICFR – material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2026, and ended on June 30, 2026, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: August 13, 2026
//s// Ugo Landry-Tolszczuk
______________________
Chief Financial Officer
2
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Benoit La Salle, acting in the capacity of Chief Executive Officer of Aya Gold &
Silver Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Aya Gold & Silver Inc. (the “issuer”) for the interim period ended June 30, 2026.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013 COSO Framework) Published by the Committee of Sponsoring Organizations of the Treadway Commission.
1
5.2 ICFR – material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2026, and ended on June 30, 2026, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: August 13, 2026
//s// Benoit La Salle
_______________________
Chief Executive Officer
2