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Alphamin Resources Corp. Management Reports 2025
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Alphamin
RESOURCES CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS -
QUARTERLY HIGHLIGHTS
(EXPRESSED IN US DOLLARS)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
C2-202, Level 2, Office Block C, La Croisette, Grand Baie 30517, Mauritius
Phone: +230 269 4166
www.alphaminresources.com
TABLE OF CONTENTS
INTRODUCTION...2
OVERVIEW AND OUTLOOK...2
KEY OPERATING MILESTONES...3
CURRENT COMPANY OBJECTIVES...5
SELECTED CONSOLIDATED FINANCIAL INFORMATION...6
LIQUIDITY AND CAPITAL RESOURCES...7
RELATED PARTY TRANSACTIONS...8
INTERNAL CONTROL...8
RISK FACTORS...8
OTHER MD&A REQUIREMENTS...9
USE OF NON-IFRS FINANCIAL PERFORMANCE MEASURES...10
QUALIFIED PERSON...12
APPROVAL...12
Alphamin RESOURCES CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
INTRODUCTION
This Management's discussion and analysis – quarterly highlights ("Quarterly Highlights") of the financial position and results of operations of Alphamin Resources Corp. ("Alphamin," or the "Company") should be read in conjunction with the unaudited condensed consolidated interim financial statements of the Company and the notes thereto as at and for the three and six months ended June 30, 2025 and the audited annual consolidated financial statements of the Company as at and for the year ended December 31, 2024. In this discussion and analysis, unless the context otherwise dictates, a reference to the Company refers to Alphamin Resources Corp. and its subsidiaries. Additional information about Alphamin Resources Corp. is available on SEDAR+ at www.sedarplus.ca. This Quarterly Highlights is dated August 7, 2025 and information contained herein is presented as of that date, unless otherwise indicated.
This discussion and analysis contains forward-looking statements. Please refer to the cautionary language under "Forward-Looking Statements" within this report.
OVERVIEW AND OUTLOOK
FINANCIAL AND OPERATIONAL HIGHLIGHTS
- Q2 2025 contained tin production of 4,106 tonnes following a phased operational restart on 15 April 2025 (Q1 2025: 4,270 tonnes)
- Contained tin sales of 4,587 tonnes for the quarter, up 19% from the prior period
- Q2 2025 EBITDA² of US$75m (Q1 2025: US$62m)
- Strong cash flow generation with Net Cash² increasing by US$52m from the prior quarter to US$50m
- Exploration to increase with additional rigs being mobilised in Q3 2025
- Interim FY2025 dividend of CAD$0.07 per share declared on August 7, 2025
Operational and Financial Summary for the Quarter ended June 30, 2025¹
| Description | Units | Quarter ended June 2025 | Quarter ended March 2025 | Change |
|---|---|---|---|---|
| Ore Processed | Tonnes | 168,141 | 160,274 | 5% |
| Tin Grade Processed | % Sn | 3.16 | 3.55 | -11% |
| Overall Plant Recovery | % | 77 | 75 | 3% |
| Contained Tin Produced | Tonnes | 4,106 | 4,270 | -4% |
| Contained Tin Sold | Tonnes | 4,587 | 3,863 | 19% |
| EBITDA² | US$'000 | 75,066 | 61,809 | 21% |
| AISC² | US$/t sold | 16,387 | 16,279 | 1% |
| Average Tin Price Achieved | US$/t | 32,512 | 32,507 | 0% |
| Net Cash/(Net Debt)² | US$'000 | 50,276 | -1,718 | +ve |
¹Production and financial information is disclosed on a 100% basis. Alphamin indirectly owns 84.14% of its operating subsidiary to which the information relates. Totals may not add due to rounding effects. ²This is not a standardized financial measure and may not be comparable to similar financial measures of other issuers. See "Use of Non-IFRS Financial Measures" and "Liquidity and Capital Resources – Investing Activities" below for the composition and calculation of this financial measure and reconciliation to the most comparable IFRS measure, if applicable.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
Alphamin RESOURCES CORP.
DESCRIPTION OF THE BUSINESS
Alphamin's primary business is the production and sale of high-grade tin concentrate from the Bisie Tin Mine in the Democratic Republic of the Congo ("DRC"). The Company commenced commercial production on September 1, 2019. The Bisie Tin Mine occurs within Permis de Exploitation (Mining Permit) PE13155, along with one research permit granted to Alphamin's DRC-registered subsidiary, Alphamin Bisie Mining SA ("ABM"). ABM is an 84.14% indirect controlled subsidiary of Alphamin, with the remaining 15.86% owned by the DRC government (5%) and the Industrial Development Corporation of South Africa Ltd ("IDC") (10.86%). All tenements are located within the Walikale District, North Kivu Province of the east-central DRC and lie within one of the world's principal gold and tin metallogenic provinces. The shares of Alphamin are listed on the TSX Venture Exchange ("TSX.V" - symbol AFM) in Canada, and the Johannesburg Stock Exchange AltX (symbol APH) in South Africa. For further information on the Company, readers are referred to the Company's website (www.alphaminresources.com) and to Canadian regulatory filings on SEDAR+ at www.sedarplus.ca.
KEY OPERATING MILESTONES
Operational and Financial Performance – Q2 2025
Contained tin production of 4,106 tonnes for the quarter ended June 2025 was below the targeted quarterly production of 5,000 tonnes due to the impact of the temporary cessation of operations on 13 March 2025 related to security concerns and the phased restart from 15 April 2025. The months of May and June 2025 recorded contained tin production of 3,361 tonnes which was in line with the annualised target of 20,000 tonnes. The processing facilities performed well and above target – overall plant recoveries averaged 77% during the quarter (Q1: 75%).
Q2 2025 contained tin sales of 4,587 tonnes was recorded against production of 4,106 tonnes as the sales backlog from Q1 was cleared. The average tin price achieved was in line with the prior quarter at US$32,512/t – the tin price is currently trading at around US$33,500/t.
Q2 2025 AISC per tonne of tin sold was US$16,387 (Q1: US$16,279) which was higher than under normal operating conditions due to the impact of the operational stop on 13 March 2025 and subsequent restart during the second half of April 2025. Operating expenditures included fixed costs and payroll for the full quarter as well as care and maintenance and mine restart costs while tin production recommenced in a phased manner from 15 April 2025.
EBITDA for Q2 2025 amounted to US$75m, 21% higher than the previous quarter's actual of US$62m. This increase is primarily due to additional tin sales during Q2 2025 which included clearing of the backlog experienced during the prior quarter.
The Company had US$110m in cash at 30 June 2025 after settlement of its FY2024 final DRC tax payment of US$38m at end April 2025, a reduction of its overdraft balance by US$14m to US$39m and payment of the first FY2025 provisional DRC tax instalment of US$14m. The Net Cash position of US$50m improved by US$52m from a Net Debt position of US$2m the prior quarter. During Q2 2025, the Company recommenced utilisation of a portion of its tin prepayment arrangement with offtaker Gerald Metals.
Regional security update
In Q1 2025, insurgents advanced from their previous positions and seized the cities of Goma and Bukavu, the capital cities of the North and South Kivu provinces, in eastern Democratic Republic of the Congo (DRC). On March 13, 2025 the Company announced the temporary cessation of mining operations due to insurgents' advance westwards towards the mine location and within 110km from the mine. Insurgents subsequently occupied the town of Walikale, on 20 March 2025. On April 9, 2025 the Company announced the initiation of a phased resumption of operations following the withdrawal of insurgents from the town of Walikale eastwards towards Masisi.
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
Alphamin RESOURCES CORP.
The resumption of activities exceeded expectations and the mine produced at targeted levels across each of May, June and July 2025.
The safety of the Company's employees and contractors and compliance with the DRC and international laws remains its committed focus. The Company is closely monitoring the situation as it continues to progress, and will provide further updates if required. Due to significant uncertainties in how the conflict will evolve, the risk of disruptions to the Company's mining operations remains high.
Changes to the board and new majority shareholder
Mr Brendan Lynch did not stand for re-election at the Company's AGM on June 18, 2025.
Mr. Rudolf Pretorius announced his resignation as a director of the Company on June 23, 2025. Mr Pretorius served as an appointee of Tremont Master Holdings since February 2014.
Mr. John Robertson, the previous Managing Director of ABM from September 2024 to March 2025 was appointed as a director of the Company. John is a mining professional with 30 years of experience in countries across Francoa and Anglophone Africa. John has experience in management of sites up to 3,000 people and is fluent in French.
On July 22, 2025, the Company's majority shareholder, Tremont Master Holdings, announced that it had completed the previously announced sale of common shares, representing 56% of the outstanding common shares of the Company, to Abu Dhabi-based International Resources Holding.
On 7 August 2025, the Board has appointed, subject to regulatory approval, Mr. Ravi Sharma (Chief Operating Officer of IRH) and Mr. Abhinay Khowala (Group Chief Financial Officer of IRH) as additional directors of the Company and looks forward to their respective contributions to the Company's continued success.
Mr. Sharma is the Chief Operating Officer at International Resources Holding. With 36 years in the mining industry, he has worked across multiple continents gaining extensive experience in a range of commodities. He is a JORC Competent Person and an NI 43 101 Qualified Person for Mineral Resource Estimates.
Mr. Khowala is the Group Chief Financial Officer at International Resources Holding. He is a finance professional with over 20 years of experience in financial management, strategic planning, and corporate governance across the mining and logistics sectors. Mr. Khowala is a qualified Chartered Accountant from The Institute of Chartered Accountants of India.
Interim FY2025 Dividend
On August 7, 2025, the Board has declared an interim FY2025 cash dividend of CAD$0.07 per share on the common shares (approximately US$65 million in the aggregate) (the "Dividend"). The Dividend will be payable on September 15, 2025 to shareholders of record as of the close of business on August 29, 2025.
The Board intends to review the possibility of a further top-up FY2025 dividend in November 2025, taking account of the Company's financial position and prevailing market conditions.
Exploration Update
Alphamin's exploration strategy focuses on three key objectives:
- Increase the Mpama North and Mpama South Resource base and life of mine
- Discover the next tin deposit in close proximity to the Bisie mine
- Ongoing grassroots exploration in search of remote tin deposits on the large prospective land package
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
Alphamin RESOURCES CORP.
Exploration drilling at Mpama North and Mpama South re-commenced during Q4 2024.
Mpama South
A single rig surface drilling campaign at Mpama South targeting both down-dip, up-dip and strike extensions is underway with seven holes completed to date. The first two holes to the far south of the current mineralised zone designed to test the lower grade southern extents did not intersect visual tin mineralisation. The subsequent holes were carried out 50-80m below the current resource boundary and at depth. The first of these holes (BGH191A) intercepted multiple narrow cassiterite veins 82m below the current Resource boundary over three zones of 9.04 m, 0.86m and 1.04m that potentially extends the mineralised system. The next four of these drillholes (BGH192, BGH193, BGH194 and BGH195) were completed with BGH192 intersecting visible cassiterite veins, BGH193 not intersecting any visible cassiterite, BGH194 intercepted visible cassiterite veins further north of BGH193 and below the current Resource and BGH195 recently completed did not intersect visible cassiterite.
The Board has approved the mobilisation of a second surface drill rig at Mpama South, which is expected to commence drilling by late September 2025.
Mpama North
A single rig exploration campaign of geological fan drilling from underground at Mpama North on the northern open extensions of the mineralised zone started in Q4 2024. This campaign was aimed at better understanding the geological structure in this area. These eight holes totalling 1,525m, intersected a number of chlorite alteration zones associated with tin mineralisation as well as minor cassiterite veins. One hole in particular intersected wide zones of massive sulphides which are frequently used as a hanging wall marker horizon potentially indicating further cassiterite mineralisation at depth.
The next drill holes at Mpama North targeted an extension to mineralisation at depth along strike to the north. The first of these drillholes (MNUD008A) was completed in early January 2025 and intersected a thick chlorite altered zone of visual tin cassiterite approximately 20m north of the previously most northerly Resource drillhole and some 200m below the bottom of the current mining echelon. The second of these planned drillholes (MNUD009) also intersected a thick zone of significant visual tin cassiterite a further ~20m north of drillhole MNUD008A. The third drillhole on strike was completed in Q1 2025 without a visual cassiterite intersection.
A dedicated surface drill rig is being mobilised to site to commence with drilling during August 2025 for extensions of the Mpama North deposit at depth. The Board has approved the mobilisation of a second surface drill rig at Mpama North, which is expected to commence drilling in approximately two months time.
The Company expects to release external laboratory assays for exploration drilling to date during Q3 2025.
CURRENT COMPANY OBJECTIVES
Alphamin’s strategic objectives are:
- To continue mining safely with due regard to the health of our employees and the impact on the environment.
- To consistently produce and sell 20,000 tonnes of tin per annum at a competitive cost and to continue with bi-annual dividend distributions, subject to cash availability and market conditions.
- Increase the intensity of our exploration efforts to significantly add to the current life of mine through drilling campaigns as well as a focus on grassroots exploration in search of tin deposits in close proximity to the Bisie mine.
ALPHAMIN
RESOURCES CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
- Maintaining a balanced distribution of value amongst key stakeholders, notably provincial and national government through legislated taxes, importantly our local communities from our committed social spend of 4% of on-mine operating expenditure, shareholders and debt providers.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
| Q2 2025 | Q1 2025 | Variance | Q2 2025 | Q2 2024 | Variance | ||
|---|---|---|---|---|---|---|---|
| Revenue | $'000 | 144,187 | 120,486 | 20% | 144,187 | 103,861 | 39% |
| Cost of sales | $'000 | (76,912) | (66,300) | 16% | (76,912) | (52,803) | 46% |
| Gross profit | $'000 | 67,274 | 54,186 | 24% | 67,274 | 51,058 | 32% |
| General and administrative | $'000 | (9,437) | (8,184) | 15% | (9,437) | (7,241) | 30% |
| Operating profit/(loss) | $'000 | 57,837 | 46,001 | 26% | 57,837 | 43,817 | 32% |
| Other | |||||||
| Profit/(Loss) on foreign exchange | $'000 | 289 | (94) | -408% | 289 | (139) | -307% |
| Interest expense | $'000 | (1,464) | (1,658) | -12% | (1,464) | (3,656) | -60% |
| Interest income | $'000 | 233 | 5 | 4213% | 233 | 4 | 5094% |
| Profit before taxes | $'000 | 56,896 | 44,255 | 29% | 56,896 | 40,027 | 42% |
| Current income tax expense | $'000 | (12,641) | (25,198) | -50% | (12,641) | (19,913) | -37% |
| Deferred tax movement | $'000 | (6,259) | 9,315 | -167% | (6,259) | 2,395 | -361% |
| NET profit^{1} | $'000 | 37,996 | 28,372 | 34% | 37,996 | 22,508 | 69% |
| Cost of Sales | Q2 2025 | Q1 2025 | Variance | Q2 2025 | Q2 2024 | Variance | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Treatment costs | $'000 | (10,074) | (8,518) | 18% | (10,074) | (6,988) | 44% |
| Transport and selling costs | $'000 | (14,967) | (13,476) | 11% | (14,967) | (13,853) | 8% |
| Mine operating costs | $'000 | (29,180) | (30,801) | -5% | (29,180) | (24,613) | 19% |
| Inventory movement | $'000 | (4,366) | 3,402 | -228% | (4,366) | 6,123 | -171% |
| Royalties | $'000 | (3,893) | (3,004) | 30% | (3,893) | (2,649) | 47% |
| Depreciation, depletion and amortization | $'000 | (14,433) | (13,904) | 4% | (14,433) | (10,822) | 33% |
| Cost of sales total | $'000 | (76,912) | (66,300) | 16% | (76,912) | (52,803) | 46% |
| Q2 2025 | Q1 2025 | Variance | Q2 2025 | Q2 2024 | Variance | ||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Tonnes processed | t | 168,141 | 160,274 | 5% | 168,141 | 166,676 | 1% |
| Tin grade processed | t | 3.16% | 3.55% | -11% | 3.16% | 3.20% | -1% |
| Recoveries | t | 77% | 75% | 3% | 77% | 75% | 3% |
| Payable tin produced | t | 4,107 | 4,270 | -4% | 4,107 | 4,028 | 2% |
| Payable tin Sold | t | 4,587 | 3,863 | 19% | 4,587 | 3,245 | 41% |
| Average tin price achieved | $/t | 32,512 | 32,507 | 0% | 32,512 | 32,314 | 1% |
| Revenue | $'000 | 144,187 | 120,486 | 20% | 144,187 | 103,861 | 39% |
| Off mine costs | $'000 | (28,934) | (24,998) | 16% | (28,934) | (23,491) | 23% |
| Net on mine revenue | $'000 | 115,253 | 95,488 | 21% | 115,253 | 80,370 | 43% |
| Operating and administrative costs | $'000 | (38,372) | (38,605) | -1% | (38,372) | (30,966) | 24% |
| IFRS 15 - Finance Cost net off against revenue | $'000 | 1,809 | 2,104 | -14% | 1,809 | ||
| Concentrate stock movement (excluding depreciation) | $'000 | (3,624) | 2,823 | -228% | (3,624) | 4,837 | -175% |
| EBITDA^{1,2} | $'000 | 75,066 | 61,809 | 21% | 75,066 | 54,242 | 38% |
| Reconciliation of operating profit to EBITDA | Q2 2025 | Q1 2025 | Variance | Q2 2025 | Q2 2024 | Variance | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Operating Profit | $'000 | 57,837 | 46,001 | 26% | 57,837 | 43,817 | 32% |
| Adjustments; | |||||||
| Depreciation, depletion & amortisation | $'000 | 14,433 | 13,904 | 4% | 14,433 | 10,822 | 33% |
| Depreciation in stock movement | $'000 | 742 | (579) | -228% | 742 | (1,286) | -158% |
| IFRS 15 - Finance Cost net off against revenue | $'000 | 1,809 | 2,104 | -14% | 1,809 | ||
| Share based payments in G&A | $'000 | 198 | 318 | -38% | 198 | 716 | -72% |
| Depreciation in G&A | $'000 | 47 | 62 | -24% | 47 | 172 | |
| EBITDA^{1,2} | $'000 | 75,066 | 61,809 | 21% | 75,066 | 54,242 | 38% |
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
Alphamin
RESOURCES CORP.
| AISC per tonne of contained tin produced | Q2 2025 | Q1 2025 | Variance | Q2 2025 | Q2 2024 | Variance | |
|---|---|---|---|---|---|---|---|
| On mine operating costs | $'000 | 38,372 | 38,605 | -1% | 38,372 | 30,966 | 24% |
| Tonnes of contained tin sold | t | 4,587 | 3,863 | 19% | 4,587 | 3,245 | 41% |
| Tonnes of contained tin produced | t | 4,107 | 4,270 | -4% | 4,107 | 4,028 | 2% |
| On mine costs per tonne produced | $/t | 9,343 | 9,041 | 3% | 9,343 | 7,688 | 22% |
| Off mine costs per tonne sold | $/t | 6,308 | 6,471 | -3% | 6,308 | 7,239 | -13% |
| Sustaining capex per tonne produced | $/t | 736 | 767 | -4% | 736 | 629 | 17% |
| AISC 1,2 | $/t | 16,387 | 16,279 | 1% | 16,387 | 15,556 | 5% |
Profit for the six months ("H1 2025") and three months ("Q2 2025) ended June 30, 2025, compared to the six months ("H1 2024") and three months ("Q2 2024") ended June 30, 2024
The profit before tax for H1 2025 and Q2 2025 was US$101m and US$57m compared to US$78m and US$40m in H1 2025 and Q2 2024, respectively. The increased profitability from 2024 to 2025 is attributed to both higher production and sales volumes as a result of the addition of production from the Mpama South plant which completed in May 2024 as well as slightly higher tin prices. H1 2025 was negatively impacted by the mine evacuation and temporary cessation of mine activities in mid-March 2025 due to regional security issues. On April 9, 2025, the company announced a phased resumption of operations.
The average tin price achieved per tonne sold in Q2 2025 was $32,512 compared to $32,314 in Q2 2024. The Q1 2025 average tin price achieved was $32,507 which was significantly higher than the Q1 2024 average tin price achieved of $26,863.
AISC increased by 1% from Q1 2025 to Q2 2025 and 5% compared to Q2 2024. The on mine cost per tonne sold increased by 3% since the previous quarter and increased by 22% since Q2 2024. The increase from Q2 2024 to Q2 2025 is due to the impact of the operational stop from 13 March 2025 whereby operating expenditure included fixed costs and payroll for the full months of March and April 2025, as well as higher diesel prices, annual payroll increases and costs relating to the evacuation and resumption of mining activities.
Off mine costs per tonne of tin sold have decreased by 3% since the previous quarter and decreased by 13% since Q2 2024. The decrease is mainly as a result of reduced marketing fees following the amended offtake agreement previously disclosed.
LIQUIDITY AND CAPITAL RESOURCES
Cash on hand increased from US$29.7m at the end of December 2024 to US$109.8m as at June 30, 2025 (US$37.7m at the end of Q2 2024).
The Net Cash² position improved from a Net Debt of US$49.5m at the end of December 2024 to Net Cash of US$50.3m at the end of Q2 2025.
Operating activities
Net Cash generated from operating activities in H1 2025 and Q2 2025 was US$105.4m and $56.8m compared to US$105m in H1 2024 and US$36.1m in Q2 2024. Net Cash generated during H1 2025 and H1 2024 has remained flat despite increased operational cash generation due to US$52m in DRC tax payments made in H1 2025 compared to US$3m in H1 2024. The DRC tax payment variance is as a result of DRC provisional tax payments in FY2023 exceeding the actual tax charge for that year and hence no final tax payment having been due in April 2024. The Company expects to pay provisional tax payments of US$39m during H2 2025.
Investing activities
Cash used in investing activities was US$4.2m in Q2 2025 and US$17.2m in Q2 2024. The decrease was mainly related to the Mpama South project having been completed in May 2024. Capital
7
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
Alphamin RESOURCES CORP.
expenditures are expected to be lower in 2025 because of expansion projects having been completed but exploration expenditures are expected to increase in H2 2025.
Financing activities
Cash outflows from financing activities decreased from US$37.6m in H1 2024 to $16.1m in H1 2025 as a result of not declaring a final FY2024 dividend in April 2025 and a reduction of US$14m in the overdraft facility. The overdraft facility will be further reduced by US$14m to US$25m during July 2025 and US$2.4m in debt was repaid to Tremont Master Holdings following the change of control in July 2025.
Liquidity outlook
The market price for tin has been volatile over the past few years. It is currently trading at around US$33,500/t, amid significant macroeconomic uncertainty. The 2025 financial year was due to be the Company's first full year of post expansion production, but production guidance was reduced from 20,000 tonnes to 17,500 tonnes due to the security related mine evacuation in mid March. As a result of the stoppage, the Board resolved not to declare a final FY2024 dividend. Following the successful restart of the mine, the outlook for the remainder of the year is positive, with comparatively low capital expenditures forecasted. Dividend distributions will continue to be considered semi-annually based on excess free cash after taking account of DRC tax payments, the security situation in proximity to the mine, exploration plans, the short-term tin price outlook, capital commitments and the Company's gearing position.
RELATED PARTY TRANSACTIONS
For the quarter ended June 30, 2025, US$12,000 was paid to Adansonia Management Services Limited for corporate secretarial services performed by Mrs. Zain Madarun. Adansonia Management Services Limited is owned by Adansonia Holdings Limited, which is ultimately owned by Rudolf Pretorius, a former Director of the Company who resigned on June 23, 2025, and Mrs. Zain Madarun, Company Secretary and a Director. All potential conflicts have been disclosed via the Company's interest register.
US$34,725 was paid to Pangea (Pty) Ltd relating to management fees and office rent. Maritz Smith, the Company's Chief Executive Officer, is a director of Pangea.
INTERNAL CONTROL
In accordance with National Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), the Chief Executive Officer and Chief Financial Officer of the Company will file a Venture Issuer Basic Certificate with respect to the financial information contained in the unaudited condensed consolidated financial statements and respective accompanying Management's Discussion and Analysis.
In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109.
RISK FACTORS
An investment in the securities of the Company is highly speculative and involves numerous and significant risks. Such investment should be undertaken only by investors whose financial resources are sufficient to enable them to assume these risks and who have no need for immediate liquidity in their investment. Prospective investors should carefully consider the risk factors that have affected, and which in the future are reasonably expected to affect, the Company and its financial position. Please refer to the section entitled "Risk and Uncertainties" in the Company's Annual MD&A for the fiscal year ended December 31, 2024, available on SEDAR+ at www.sedarplus.ca, and elsewhere in these Quarterly Highlights, for a description of these risk factors.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
Alphamin RESOURCES CORP.
OTHER MD&A REQUIREMENTS
Risks and Uncertainties
The Company operates in an area with significant security risks for property and personnel. While the Company remains of the view that security risks are manageable, it announced a mine evacuation late Q1 2025 due to security concerns. The safety of Alphamin's people remains its highest priority and regional security risks remain high.
The Company depends on uninterrupted production and continued access, in terms of both logistical and government approvals, to import required supplies and consumables and export its production to meet its financial obligations and growth target timelines and any failure to receive such uninterrupted access could materially adversely affect the Company's revenues, cash flows, results of operations, financial position and liquidity.
A number of significant fines and penalties have been received from various governmental authorities. The Company is disputing these as it believes it to be substantially compliant and does not expect material settlements.
As a matter of course, various tax authorities in the DRC issue draft assessments adjusting revenue and denying costs and other items, along with customs-related claims for alleged non-compliance or incorrect coding on certain filings. Upon receipt of such draft assessments, the Company engages with the tax authorities to defend its filing positions. As at June 30, 2025, there are various ongoing technical discussions and challenges as well as Company initiated court proceedings to defend its tax position, the ultimate outcome of which remains uncertain, and therefore there remains a risk that the outcome could materially impact the recognised balances within the next financial year. It is impractical to provide further sensitivity estimates of potential downside variances.
As disclosed annually in the Company's risk factors, the DRC tax authorities may determine that capital gains tax is due from a DRC mining title holder when there has been a direct or indirect sale. The buyer is required to withhold any applicable tax from the purchase price and provide this amount to the DRC mining title holder for remittance to tax authorities. In connection with the indirect change of control in July 2025 (see "Key Operating Milestones - Changes to board and new majority shareholder" above), ABM engaged with its tax advisors which, based on information provided by Tremont Master Holdings and an opinion from its international and DRC tax advisor, determined no capital gain arose on the indirect change of control in terms of the DRC tax law. ABM accordingly submitted a nil tax return to the DRC tax authorities. While ABM is confident with the tax filing there remains a risk that it could be challenged which would require payment of a deposit in order to initiate court proceedings, as is the case with any disputed tax matter in the DRC.
ABM's disputed tax matters in the DRC, including the capital gains tax matter should ABM be determined to be liable for this tax and unable to recover a claim from the buyer and/or seller, can be significant and adverse tax court rulings could have a material adverse effect on the Company's cash flow, results of operations and financial condition. To date, ABM has been successful in defending its disputed tax matters in court.
In addition to the above, readers are directed to other risk factors facing the Corporation and its business and mining operations, as disclosed in Alphamin's Management's Discussion and Analysis for the year ended December 31, 2024 filed on and available at www.sedarplus.ca.
Outstanding share data
| Balance as at: | June 30, 2025 | August 7, 2025 |
|---|---|---|
| Common shares outstanding | 1,276,910,479 | 1,276,710,479 |
| Options outstanding | 10,200,000 | 10,200,000 |
| Options exercisable | 4,800,000 | 4,800,000 |
| SAR Equivalent Shares (SARES) outstanding | 15,706,742 | 15,706,742 |
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
SARES with remaining dividend entitlements 4,541,668
4,541,668
Alphamin RESOURCES CORP.
USE OF NON-IFRS FINANCIAL PERFORMANCE MEASURES
This Quarterly Highlights refers to the following non-IFRS financial performance measures: Earnings before interest, taxes, depreciation and amortization ("EBITDA"), Net Debt and All-In Sustaining Cost ("AISC").
These measures are not recognized under IFRS as they do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. We use these measures internally to evaluate the underlying operating performance of the Company for the reporting periods presented. The use of these measures enables us to assess performance trends and to evaluate the results of the underlying business of the Company. We understand that certain investors, and others who follow the Company's performance, also assess performance in this way.
We believe that these measures reflect our performance and are useful indicators of our expected performance in future periods. This data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
EBITDA
EBITDA provides insight into our overall business performance (a combination of cost management and growth) and is the corresponding flow drivers towards the objective of achieving industry-leading returns. This measure assists readers in understanding the ongoing cash generating potential of the business including liquidity to fund working capital, servicing debt, pay taxes and funding capital expenditures and investment opportunities. EBITDA is profit before net finance expense, foreign exchange gains or losses, income taxes and depreciation, depletion, and amortization. See "Selected Consolidated Financial Information" and "Liquidity and Capital Resources – Investing Activities" for the calculation of our EBITDA and a reconciliation to operating profit.
Net Debt
Net debt demonstrates how our debt is being managed and is defined as total current and non-current portions of interest-bearing debt and lease liabilities less cash and cash equivalents.
NET CASH/(DEBT) RECONCILIATION
| June 30, 2025 USD | December 31, 2024 USD | |
|---|---|---|
| Bank overdraft | (39,125,963) | (52,767,202) |
| Lease liabilities | (4,932,153) | (5,641,000) |
| Debt | (15,426,637) | (15,388,780) |
| Total debt | (59,484,753) | (73,796,982) |
| Less: cash and cash equivalents | 109,760,601 | 29,676,340 |
| Net cash/(debt) | 50,275,848 | (44,120,642) |
Cash Costs
This measures the cash costs to produce and sell a tonne of contained tin. This measure includes mine operating production expenses such as mining, processing, administration, indirect charges (including surface maintenance and camp and head office costs), and smelting, refining and freight, distribution and royalties. Cash Costs do not include depreciation, depletion, and amortization, reclamation expenses, capital sustaining, borrowing costs and exploration expenses. On mine costs, exclusive of
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
Alphamin
RESOURCES CORP.
stock movement, are calculated on a cost per tonne produced basis, off mine costs are calculated on a cost per tonne sold basis.
AISC
This measures the cash costs to produce and sell a tonne of contained tin plus the capital sustaining costs to maintain the mine, processing plant and infrastructure. This measure includes the Cash Cost per tonne and capital sustaining costs together divided by tonnes of contained tin produced. All-In Sustaining Cost per tonne does not include depreciation, depletion, and amortization, reclamation, borrowing costs, foreign exchange gains and losses, exploration expenses and expansion capital expenditures.
Sustaining capital expenditures are defined as those expenditures which do not increase payable mineral production at a mine site and excludes all expenditures at the Company's projects and certain expenditures at the Company's operating sites which are deemed expansionary in nature. The following table reconciles sustaining capital expenditures to the Company's total capital expenditures:
| Q2 2025 | Q1 2025 | Variance | Q2 2025 | Q2 2024 | Variance | ||
|---|---|---|---|---|---|---|---|
| Additions to plant and equipment | $'000 | 3,509 | 5,203 | -33% | 3,509 | 17,462 | -80% |
| Expansion capital expenditures | $'000 | 486 | 1,928 | -75% | 486 | 14,929 | -97% |
| Sustaining capital expenditures | $'000 | 3,023 | 3,275 | -8% | 3,023 | 2,533 | 19% |
FORWARD-LOOKING STATEMENTS
This Quarterly Highlights contains certain forward-looking statements and information relating to the Company that are based on the beliefs of its management as well as assumptions made by and information currently available to the Company. When used in this document, the words "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. This Quarterly Highlights may contain forward-looking statements relating to, among other things, expected contained tin production guidance for fiscal 2025; anticipated reduction in the Company's overdraft facility in July 2025; targeted annual tin production; expected increase in exploration activities and costs in H2 2025; expected timing for the release of assay results from exploration drilling; expected quantum and timing for provisional tax payments in H2 2025; expectations for capital expenditures during the remainder of fiscal 2025; anticipated timing of possible future dividend declaration; anticipated exploration activities and the Company's liquidity position, outlook for the remainder of fiscal 2025 and capital expenditures. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Such factors include, without limitation: risks of security related incidents which may impact operations or safety of the Company's people, especially considering the high levels of security related incidents and current instability in the North-Kivu province within which the Company operates; price volatility in the spot and forward markets for tin and other commodities; the economic and other effects of outbreaks of illness, including the outbreak of mpox globally and in the eastern DRC; ongoing capital requirements and the availability and management of capital resources; additional funding requirements; fluctuations in the international currency markets and in the rates of exchange of the currencies of the Democratic Republic of Congo (DRC) and the United States of America (US); discrepancies between actual and estimated tin production levels and the costs thereof; differences between actual and estimated reserves and resources especially inferred resources which inherently carry a low level of confidence and between actual and estimated metallurgical recoveries; changes in national and local government legislation in the DRC or any other country in which Alphamin currently or may in the future conduct business; taxation; controls, regulations and political or economic developments in the countries in which Alphamin does or may conduct business; the speculative nature of mineral exploration and development, including the risks of obtaining and maintaining the validity and enforceability of the necessary licenses and permits and complying with the permitting requirements of each jurisdiction in which Alphamin operates, including, but not limited to: obtaining the necessary permits; the lack of certainty with respect to foreign legal systems, which may not be immune from the influence of political pressure, corruption or other factors that are inconsistent with the rule of law; the uncertainties inherent
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
Alphamin RESOURCES CORP.
to current and future legal challenges Alphamin is or may become a party to; diminishing quantities or grades of reserves and resources; competition; loss of key employees; inclement weather conditions; availability of power, water, transportation routes and other required infrastructure for the mine; general economic conditions and inflation and rising costs of labour, supplies, fuel and equipment; actual results of current exploration or reclamation activities; uncertainties inherent to mining economic studies; changes in project parameters as the operation continues to be refined; accidents; labour disputes and strikes; defective title to mineral claims or property or contests over claims to mineral properties; risks, uncertainties and unanticipated delays associated with obtaining and maintaining necessary licenses, permits and authorisations, complying with permitting requirements, including those associated with the environment. In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental events and hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and losses of processed tin (and the risk of inadequate insurance or inability to obtain insurance to cover these risks), as well as "Risk Factors" included elsewhere in this Quarterly Highlights and Alphamin's public disclosure documents filed on and available at www.sedarplus.ca.
QUALIFIED PERSONS
Mr. Clive Brown, Pr. Eng., B.Sc. Engineering (Mining), is a qualified person (QP) as defined in National Instrument 43-101 and has reviewed and approved the scientific and technical information contained in these Quarterly Highlights except for the section under "Key Operating Milestones – Exploration Update". He is a Principal Consultant and Director of Bara Consulting Pty Limited, an independent technical consultant to the Company.
Mr. Jeremy Witley, Pr. Sci. Nat., BSc. (Hons) Mining Geology, MSc (Eng), is a qualified person (QP) as defined in National Instrument 43-101 and has reviewed and approved the scientific and technical information contained in the section "Key Operating Milestones – Exploration Update". He is Head of Mineral Resources at the MSA Group (Pty) Ltd, an independent technical consultant to the Company.
APPROVAL
The Board of Directors of the Company has approved the disclosure contained in this Quarterly Highlights. Readers of this Quarterly Highlights and other filings can review and obtain copies of the Company's filings from SEDAR+ at www.sedarplus.ca and copies will also be provided upon request.