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Capstone Copper Corp. — Interim / Quarterly Report 2025
Oct 30, 2025
48344_rns_2025-10-30_8182c8e0-52ed-461d-9c5d-51c95a85980f.pdf
Interim / Quarterly Report
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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
September 30, 2025
(Expressed in United States (“US”) Dollars)
Capstone Copper Corp.
Condensed Interim Consolidated Statements of Financial Position As at September 30, 2025 and December 2024
unaudited - expressed in thousands of US dollars
| ASSETS | September 30, 2025 | December 31,2024 | ||
|---|---|---|---|---|
| Current | ||||
| Cash and cash equivalents | $ | 309,271 |
$ | 131,593 |
| Short-term investments | 832 | 753 | ||
| Receivables_(Note 7)_ | 247,723 | 147,765 | ||
| Inventories_(Note 8)_ | 262,486 | 209,448 | ||
| Derivative assets_(Note 6)_ | 306 | 24,618 | ||
| Other assets_(Note 10)_ | 22,159 | 27,660 | ||
| 842,777 | 541,837 | |||
| Mineral properties, plant and equipment_(Note 9)_ | 6,032,528 | 5,718,249 | ||
| Derivative assets_(Note 6)_ | — | 11,723 | ||
| Deferred income tax assets | 60,886 | 50,475 | ||
| Other assets_(Note 10)_ | 38,348 | 42,748 | ||
| Total assets | $ | 6,974,539 |
$ | 6,365,032 |
| LIABILITIES | ||||
| Current | ||||
| Accounts payable and accrued liabilities_(Note 12)_ | $ | 424,677 |
$ | 330,183 |
| Current portion of long-term debt_(Note 15)_ | — | 85,748 | ||
| Current portion of due to related party_(Note 13)_ | 6,487 | 6,486 | ||
| Lease liabilities_(Note 14)_ | 68,914 | 46,646 | ||
| Derivative liabilities_(Note 6)_ | 17,009 | 2,369 | ||
| Income taxes payable | 27,127 | 16,345 | ||
| Other liabilities_(Note 11)_ | 186,756 | 206,287 | ||
| 730,970 | 694,064 | |||
| Long-term debt_(Note 15)_ | 963,263 | 736,008 | ||
| Due to related party_(Note 13)_ | 244,819 | 240,589 | ||
| Deferred revenue_(Note 16)_ | 143,240 | 146,017 | ||
| Lease liabilities_(Note 14)_ | 214,476 | 200,323 | ||
| Derivative liabilities_(Note 6)_ | 192 | 1,340 | ||
| Provisions_(Note_18_)_ | 249,116 | 234,761 | ||
| Deferred income tax liabilities | 651,743 | 636,783 | ||
| Other liabilities_(Note 11)_ | 15,071 | 12,339 | ||
| Total liabilities | $ | 3,212,890 |
$ | 2,902,224 |
| EQUITY | ||||
| Share capital | $ | 2,755,142 |
$ | 2,753,196 |
| Other reserves | 52,923 | 47,355 | ||
| Retained earnings | 519,332 | 254,054 | ||
| Total equity attributable to equity holders of the Company | 3,327,397 | 3,054,605 | ||
| Non-controllinginterest_(Note 13)_ | 434,252 | 408,203 | ||
| Total equity | 3,761,649 | 3,462,808 | ||
| Total liabilities and equity | $ | 6,974,539 |
$ | 6,365,032 |
See accompanying notes to these condensed interim consolidated financial statements.
2
Capstone Copper Corp.
Condensed Interim Consolidated Statements of Income Three and Nine Months Ended September 30, 2025 and 2024
unaudited - expressed in thousands of US dollars, except share and per share amounts
| Revenue(Note 20) Operating costs Production costs Royalties_(Note 24) Depletion and amortization Earnings from mining operations General and administrative expenses Exploration expenses (Note 9)_ |
Revenue(Note 20) Operating costs Production costs Royalties_(Note 24) Depletion and amortization Earnings from mining operations General and administrative expenses Exploration expenses (Note 9)_ |
Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 |
|---|---|---|
| $ 598,439$ 419,390$ 1,674,924$ 1,152,340 |
||
| (329,643) (278,814) (960,816) (772,137) (8,387) (5,128) (21,994) (14,837) (128,891) (71,519) (368,674) (210,854) |
||
| 131,518 63,929 323,440 154,512 |
||
| (9,089) (8,221) (25,800) (22,388) (436) (88) (3,296) (563) 209,476 — 209,476 — (7,418) (4,106) (15,239) (15,808) |
||
| Impairment reversal on mineral properties(Note 9) | ||
| Share-based compensation expense(Note 19) Income from operations Other income (expense) Foreign exchange gain (loss) (Note 27) Realized and unrealized losses on derivative instruments_(Note 6)_ |
||
| 324,051 51,514 488,581 115,753 |
||
| 4,603 (5,381) (9,128) 3,836 (1,801) (328) (7,800) (8,206) — — — 7,261 (10,457) (3,002) (15,247) (11,367) 1,908 1,225 5,866 4,020 (36,979) (10,328) (113,828) (29,145) |
||
| Minto obligation recovery (expense)(Note 18) | ||
| Other expense (Note 25 |
) | |
| Finance income_(Note 26) Finance expense(Note 26) Income before income taxes Income tax expense(Note 17)_ Net income |
||
| 281,325 33,700 348,444 82,152 |
||
| (18,864) (16,709) (57,117) (43,436) |
||
| $ 262,461$ 16,991$ 291,327$ 38,716 |
||
| Net income attributable to: Shareholders of Capstone Copper Corp. Non-controllinginterest_(Note 13)_ |
$ 248,094$ 12,518$ 265,278$ 37,026 14,367 4,473 26,049 1,690 |
|
| $ 262,461$ 16,991$ 291,327$ 38,716 |
||
| Net income per share attributable to shareholders of Capstone Copper Corp. |
||
| Earnings per share - basic_(Note 21) Weighted average number of shares - basic (Note 21)_ |
$ 0.33$ 0.02$ 0.35$ 0.05 762,261,156 758,258,475 750,885,473 746,857,323 |
|
| Earnings per share - diluted_(Note 21) Weighted average number of shares - diluted (Note 21) _ |
$ 0.32$ 0.02$ 0.35$ 0.05 763,894,972 760,049,404 751,854,904 748,464,308 |
See accompanying notes to these condensed interim consolidated financial statements.
3
Capstone Copper Corp.
Condensed Interim Consolidated Statements of Comprehensive Income Three and Nine Months Ended September 30, 2025 and 2024
unaudited - expressed in thousands of US dollars
| Net income Other comprehensive income (loss) ("OCI") Items that will not be reclassified subsequently to profit or loss Change in fair value of marketable securities, net of tax of $nil and $nil (2024 - $nil and $nil) Total other comprehensive income (loss) for the period Total comprehensive income |
Three months ended September Nine months ended September 2025 2024 2025 2024 |
|---|---|
| $ 262,461$ 16,991$ 291,327$ 38,716 |
|
279 (215) 584 167 |
|
279 (215) 584 167 |
|
| $ 262,740$ 16,776$ 291,911$ 38,883 |
|
| Total comprehensive income attributable to: Shareholders of Capstone Copper Corp. Non-controllinginterest_(Note 13)_ |
$ 248,373$ 12,303$ 265,862$ 37,193 14,367 4,473 26,049 1,690 |
| $ 262,740$ 16,776$ 291,911$ 38,883 |
See accompanying notes to these condensed interim consolidated financial statements.
4
Capstone Copper Corp.
Condensed Interim Consolidated Statements of Cash Flows Three and Nine Months Ended September 30, 2025 and 2024
unaudited - expressed in thousands of US dollars
| Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 |
|
|---|---|
| Cash provided by (used in): Operating activities Net income Adjustments for: Net finance costs_(Note 26) Depletion and amortization (Note 22) Income tax expense(Note 17) Impairment reversal on mineral properties (Note 9) Inventory write-down(Note 8) Share-based compensation expense(Note 19) Unrealized loss (gain) on foreign exchange and other(Note 27) Unrealized loss (gain) on derivatives(Note 6) Gold stream obligation(Note 25) Gain on extinguishment of debt(Note 15) Loss (gain) on disposal of assets Amortization of deferred revenue(Note 16) Minto obligation recovery Net Income taxes paid Payments on Minto obligation(Note 18) Other payments/(receipts) Operating cash flow before working capital and other non-cash changes Changes in non-cash working capital(Note 22) Other non-cash changes(Note 22) Operating cash flow Investing activities Mineral properties, plant and equipment additions(Note 22) Finance costs capitalized on construction in progress(Note 22) Proceeds on disposal of assets and other Investing cash flow Financing activities Proceeds from borrowings(Note 15) Repayment of borrowings(Note 15) Proceeds from working capital facilities(Note 11) Repayments of working capital facilities(Note 11) Proceeds of borrowings from related party(Note 13) Repayment of borrowings from related party(Note13) Payment on purchase of Non-Controlling Interest ("NCI")(Note 13) Repayment of lease obligations(Note 14) Proceeds from the exercise of options Net proceeds from issuance of shares(Note 19)_ Net proceeds for settlement of derivatives Interest and finance costs paid, including Upfront financing fees Financing cash flow Effect of exchange rate changes on cash and cash equivalents (Decrease in) increase in cash and cash equivalents Cash and cash equivalents - beginningofperiod |
$ 262,461$ 16,991$ 291,327$ 38,716 35,071 9,103 107,962 25,125 128,891 72,243 368,674 214,439 18,864 16,709 57,117 43,436 (209,476) — (209,476) — 4,476 (782) 8,018 (2,273) 7,418 4,106 15,239 15,808 (657) 7,719 6,718 1,373 1,948 6,055 26,869 (1,163) 1,922 600 4,325 1,300 — — (5,431) — 2,176 — 2,266 (1,263) (3,879) (4,088) (9,683) (11,217) — — — (7,261) (10,879) (6,482) (42,768) (19,558) (7,786) (5,244) (10,808) (13,433) 681 (40) (674) (2,068) |
| 231,231 116,890 609,675 281,961 |
|
| (83,567) (31,856) (110,310) (51,783) 5,755 2,015 12,247 2,079 |
|
| 153,419 87,049 511,612 232,257 |
|
| (132,264) (105,980) (361,310) (321,180) — (19,288) — (60,258) (30) 103 (79) 1,518 |
|
| (132,294) (125,165) (361,389) (379,920) |
|
| 34,000 33,000 1,053,000 157,500 — (22,070) (886,603) (320,570) 52,068 35,000 137,639 90,000 (46,000) — (99,000) (10,000) — 9,000 — 42,000 (1,622) (1,622) (4,865) (1,622) — — (34,600) — (19,572) (17,132) (56,413) (43,817) 454 1,611 700 3,680 — — — 252,947 — 1,450 18,701 (3,643) (41,809) (1,484) (101,132) (5,750) |
|
| (22,481) 37,753 27,427 160,725 |
|
| (172) 292 28 (1,298) |
|
| (1,528) (71) 177,678 11,764 310,799 137,851 131,593 126,016 |
|
| Cash and cash equivalents - end ofperiod | $ 309,271$ 137,780$ 309,271$ 137,780 |
Supplemental cash flow information (Note 22)
See accompanying notes to these condensed interim consolidated financial statements.
5
Capstone Copper Corp.
Condensed Interim Consolidated Statements of Changes in Equity Nine Months Ended September 30, 2025 and 2024
unaudited - expressed in thousands of US dollars, except share amounts
| January 1, 2025 Shares issued on exercise of options(Note 19) Shares issued under TSUP(Note 19) Share-based compensation(Note 19) Change in fair value of marketable securities Net income |
Attributable to equityholders of the Company Number of shares Share capital Reserve for equity settled share-based transactions Revaluation reserve Foreign currency translation reserve Share purchase reserve Retained earnings Total attributable to equity holders Non- controlling interest Total equity |
|---|---|
| 761,894,175 $ 2,753,196 $ 60,685 $ 3,767 $ (17,101) $ 4 $ 254,054 $ 3,054,605 $ 408,203 $ 3,462,808 168,108 700 — — — — — 700 — 700 271,141 1,246 (1,246) — — — — — — — — — 6,230 — — — — 6,230 — 6,230 — — — 584 — — — 584 — 584 — — — — — — 265,278 265,278 26,049 291,327 |
|
| September 30, 2025 | 762,333,424 $ 2,755,142 $ 65,669 $ 4,351 $ (17,101) $ 4 $ 519,332 $ 3,327,397 $ 434,252 $ 3,761,649 |
| Balance - January 1, 2024 Shares issued on exercise of options Share-based compensation Shares issued under TSUP (Note 18) Settlement of share units Shares issued under the Offering Change in fair value of marketable securities Acquisition of Compania Minera Sierra Norte S.A (Note 25) Net income |
Number of shares Share capital Reserve for equity settled share-based transactions Revaluation reserve Foreign currency translation reserve Share purchase reserve Retained earnings Total attributable to equity holders Non- controlling interest Total equity |
| 696,073,153 2,451,572 59,241 (1,306) (17,101) (705) 168,886 2,660,587 405,535 3,066,122 1,923,270 4,654 (974) — — — — 3,680 — 3,680 — — 5,655 — — — — 5,655 — 5,655 1,189,071 3,892 (3,892) — — — — — — — — — — — — 709 2,262 2,971 — 2,971 56,548,000 252,947 — — — — — 252,947 — 252,947 — — — 167 — — — 167 — 167 6,139,358 40,000 — — — — — 40,000 — 40,000 — — — — — — 37,026 37,026 1,690 38,716 |
|
| September 30, 2024 | 761,872,852 $ 2,753,065 $ 60,030 $ (1,139)$ (17,101)$ 4 $ 208,174 $ 3,003,033 $ 407,225 $ 3,410,258 |
See accompanying notes to these condensed interim consolidated financial statements.
6
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
1. Nature of Operations
The accompanying condensed interim consolidated financial statements for Capstone Copper Corp. (the "Company" or "Capstone Copper") have been prepared as at September 30, 2025. The Company is listed on the Toronto Stock Exchange, and, effective February 2, 2024, on the Australian Securities Exchange (“ASX”) as an ASX Foreign Exempt Listing.
Capstone Copper Corp., through a wholly owned Chilean subsidiary, Mantos Copper S.A., owns and operates the Mantos Blancos mine, located forty-five kilometers northeast of Antofagasta, Chile and the 70%-owned Mantoverde mine, through a Chilean subsidiary, Mantoverde S.A., located fifty kilometers southeast of Chanaral, Chile.
The Company is also engaged in the production of and exploration for base metals in the United States (“US”), Mexico, and Chile, with a focus on copper. Pinto Valley Mining Corp. (“Pinto Valley”), a wholly owned US subsidiary, owns and operates the Pinto Valley mine located in Arizona, US. Capstone Gold, S.A. de C.V. (“Capstone Gold”), a wholly owned Mexican subsidiary, owns and operates the Cozamin mine located in Zacatecas, Mexico, and has a portfolio of exploration properties in Mexico.
Minera Santo Domingo SCM, a wholly owned Chilean subsidiary of the Company, holds the fully permitted Santo Domingo copper-iron-gold-cobalt development project in the Atacama region of Chile, 35km northeast of Mantoverde. Capstone Copper Corp., owns 100% of the shares in Compania Minera Sierra Norte S.A ("Sierra Norte"). The Sierra Norte land package covers over 7,000 hectares in Region III, Chile and is located approximately twenty kilometers northwest of the Santo Domingo project. Capstone Mining Chile SpA, a wholly owned Chilean subsidiary, performs early stage exploration for base metal deposits in Chile.
The Company's head office, registered and records office and principal address are located at 2100 - 510 West Georgia Street, Vancouver, British Columbia, Canada and the Company is incorporated in British Columbia.
These condensed interim consolidated financial statements were approved by the Board of Directors and authorized for issuance on October 30, 2025.
2. Basis of preparation and consolidation
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting using the same accounting policies and methods of application as the audited annual consolidated financial statements of Capstone for the year ended December 31, 2024, which were prepared in accordance with IFRS Accounting Standards®. The condensed interim consolidated financial statements have been prepared under the historical cost convention, except for certain financial instruments which are measured at fair value. The policies were consistently applied to all of the periods presented, except as noted below.
These condensed interim consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company as at and for the year ended December 31, 2024.
Certain comparative figures have been reclassified to conform with changes in the presentation of the current year. These reclassifications had no effect on the previously reported operating cash flow, net income and net equity for the comparative period.
7
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
3 Material Accounting Policy Information, Estimates and Judgments
The Company’s management makes judgments in its process of applying the Company’s accounting policies in the preparation of these condensed interim consolidated financial statements. In addition, the preparation of the financial data requires that the Company’s management makes assumptions and estimates of the impacts of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from estimates as the estimation process is inherently uncertain.
Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting impacts on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.
In preparing the Company’s condensed interim consolidated financial statements for the three and nine months ended September 30, 2025, the Company applied the critical judgments and estimates disclosed in Note 3 of its consolidated financial statements for the year ended December 31, 2024.
- 4 Adoption of New and Revised IFRS and IFRS Not Yet Effective
New IFRS Pronouncements
Issued but not yet effective
In April 2024, the IASB issued a new IFRS accounting standard to improve financial reporting, IFRS 18 Presentation and Disclosure in Financial Statements, which replaces IAS 1 Presentation of Financial Statements.
IFRS 18 introduces new requirements relating to the presentation of the statement of profit or loss, the classification of income and expenses, and the disclosure of management-defined performance measures. The key changes introduced by IFRS 18 include a revised structure for the statement of profit or loss, requiring income and expenses to be classified into operating, investing, and financing categories, with separate sections for income taxes and discontinued operations and by specifying certain defined totals and subtotals. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified.
The standard also enhances the aggregation and disaggregation of information in the financial statements and notes to improve transparency, introduces mandatory disclosures for unusual items, and requires entities to disclose and reconcile management-defined performance measures to the closest IFRS-defined subtotal, along with explanations of their relevance and calculation methods.
The standard is effective for reporting periods beginning on or after January 1, 2027, including interim financial statements. Retrospective application is required and early application is permitted. The Company is assessing the effect of this new standard on our consolidated financial statements.
In May 2024, the IASB issued Amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments, which updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they solely meet the payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance (ESG)-linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs, and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. These amendments become effective January 1, 2026 with early application permitted.
8
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
The Company is in the process of assessing the impact of this new standard on the Company's financial statements.
5. Acquisition of Compania Minera Sierra Norte S.A
In August 2024, the Company completed the acquisition of Compania Minera Sierra Norte, S.A. ("Sierra Norte"). On the closing of the transaction, Inversiones Alxar S.A. and Empresas COPEC S.A., collectively the "sellers" received the equivalent of US$40 million of shares of the Company. This resulted in the issuance of 6,139,358 Capstone Copper common shares.
The fair value of Capstone Copper common shares issued was determined using the 10-day VWAP between the date the Share Purchase Agreement was signed and the closing date of the transaction and the exchange rate of 1.3809 CAD/USD.
The purchase consideration was calculated as follows:
| Fair value of 6,139,358 common shares issued bythe Company | 40,000 |
|---|---|
| Totalpurchase consideration | 40,000 |
Management determined that substantially all of the fair value of the gross assets acquired is concentrated in the Sierra Norte mineral development and exploration property and therefore accounted for the transaction as an asset acquisition.
For asset acquisitions settled with equity, entities are required to record the net assets acquired based on the fair value of the assets received in exchange for the equity issued, unless that fair value cannot be reliably estimated. In accordance with IFRS 2 Share-based Payments , the Company measured the transaction based on the fair value of the shares issued at the acquisition date, as this was considered the most reliable indicator of the fair value of the consideration transferred.
| Fair value of assets acquired were as follows : |
Fair value of assets acquired were as follows : |
|
|---|---|---|
| Cash and cash equivalents | 70 | |
| Plant & equipment | 11 | |
| Receivables and other assets | 1,373 | |
| Mineral development and explorationproperty | 38,546 | |
| Total assets acquired and liabilities assumed, net | 40,000 |
[6.] Financial Instruments
Fair value of financial instruments
Certain of the Company's financial assets and liabilities are measured at fair value on a recurring basis and classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Certain non-financial assets and liabilities may also be measured at fair value on a non-recurring basis. There are three levels of fair value hierarchy that prioritize the inputs to the valuation techniques used to measure fair value, with Level 1 having the highest priority. The levels and valuations techniques used to value the financial assets and liabilities are as follows:
Level 1 – Fair values measured using unadjusted quoted prices in active markets for identical instruments.
9
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Short-term investments and marketable securities are valued using quoted market prices in active markets. Accordingly, these items are included in Level 1 of the fair value hierarchy.
Level 2 – Fair values measured using directly or indirectly observable inputs, other than those included in Level 1.
Derivative instruments are included in Level 2 of the fair value hierarchy as they are valued using pricing models or discounted cash flow models. These models require a variety of inputs, including, but not limited to, market prices, forward price curves, yield curve and credit spreads. These inputs are obtained from or corroborated with the market. Also, included in Level 2 are receivables from provisional pricing on copper concentrate and cathode sales because they are valued using quoted market prices derived based on forward curves for the respective commodities and published priced assessments.
Level 3 – Fair values measured using inputs that are not based on observable market data.
As of September 30, 2025 the Company’s classification of financial instruments within the fair value hierarchy are summarized below:
| summarized below: | |||||
|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | ||
| Financial assets | |||||
| Short-term investments | $ | 832 $ | — $ | — $ |
832 |
| Copper cathode receivables(Note 7) | — | 4,824 | — | 4,824 | |
| Copper concentrate receivables(Note 7) | — | 195,147 | — | 195,147 | |
| Derivative assets | — | 306 | — | 306 | |
| Investment in marketable securities(Note 10) | 1,261 | — | — | 1,261 | |
| $ | 2,093 $ | 200,277 $ | — $ |
202,370 | |
| Financial liabilities | |||||
| Derivative liabilities | $ | — $ | 17,201 $ | — $ |
17,201 |
| Gold stream liability (Note 11) | — | — | 11,703 | 11,703 | |
| $ | — $ | 17,201 $ | 11,703 $ |
28,904 |
The Company’s policy for determining when a transfer occurs between levels in the fair value hierarchy is to assess the impact at the date of the event or the change in circumstances that could result in a transfer. There were no transfers between Level 1, Level 2 and Level 3 during the three and nine months ended September 30, 2025.
Set out below are the Company’s financial assets by category:
| Set out below are the Company’s financial assets | by category: |
|---|---|
| September 30, 2025 | |
| Fair value through profit or loss Fair value through OCI Amortized cost Total |
|
| Cash and cash equivalents Short-term investments Copper cathode receivables(Note 7) Copper concentrate receivables(Note 7) Other receivables(Note 7) Derivative assets Investment in marketable securities(Note 10) |
$ — $ — $ 309,271 $ 309,271 832 — — 832 4,824 — — 4,824 195,147 — — 195,147 — — 29,915 29,915 306 — — 306 — 1,261 — 1,261 |
| $ 201,109 $ 1,261 $ 339,186 $ 541,556 |
10
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
| December 31,2024 | |
|---|---|
| Fair value through profit or loss Fair value through OCI Amortized cost Total |
|
| Cash and cash equivalents Short-term investments Copper concentrate receivables_(Note 7) Copper cathode receivables(Note 7) Other receivables(Note 7) Derivative assets Investment in marketable securities(Note 10)_ Derivative assets - non-current |
$ — $ — $ 131,593 $ 131,593 753 — — 753 67,646 — — 67,646 29,331 — — 29,331 — — 27,120 27,120 36,341 — — 36,341 — 686 — 686 11,723 — — 11,723 |
| $ 145,794 $ 686 $ 158,713 $ 305,193 |
Set out below are the Company’s financial liabilities by category:
| Accounts payable and accrued liabilities(Note 12) Long-term debt(Note 15) Due to related party(Note 13) Derivative liabilities Working capital facilities(Note 11) Gold stream obligation(Note 11) |
September 30, 2025 Fair value through profit or loss Amortized cost Total $ — $ 424,677 $ 424,677 — 963,263 963,263 — 251,306 251,306 17,201 — 17,201 — 129,712 129,712 11,703 — 11,703 $ 28,904 $ 1,768,958 $ 1,797,862 December 31,2024 |
|
|---|---|---|
| Fair value through profit or loss Amortized cost Total |
||
| Accounts payable and accrued liabilities Long-term debt_(Note 15) Due to related party(Note 13) Derivative liabilities Working capital facilities(Note11) Payable on purchase of non-controlling interest(Note 11) Gold stream obligation(Note 11)_ |
$ — $ 330,183 $ 330,183 — 821,756 821,756 — 247,075 247,075 3,709 — 3,709 — 117,049 117,049 — 44,488 44,488 9,900 9,900 |
|
| $ 13,609 $ 1,560,551 $ 1,574,160 |
There have been no changes during the three and nine months ended September 30, 2025, in how the Company categorizes its financial assets and liabilities by fair value through profit or loss, fair value through OCI, or amortized cost.
11
Notes to the Condensed Interim Consolidated Financial Statements Three and Nine Months Ended September 30, 2025 and 2024
Capstone Copper Corp.
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Financial instruments and related risks
The Company’s activities expose it to financial risks of varying degrees of significance which could affect its ability to achieve its strategic objectives for growth and shareholder returns. The principal financial risks to which the Company is exposed are commodity price risk, credit risk, foreign exchange risk, liquidity risk and interest rate risk. The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework and reviews the Company’s policies on an ongoing basis. There have been no significant changes in the Company’s exposure to these financial risks.
Derivative instruments
As at September 30, 2025, the Company’s derivative financial instruments are comprised of copper quotational pricing contracts, copper zero-cost collar contracts and foreign currency zero-cost collars ("ZCC").
The Company operates on an international basis and therefore foreign exchange risk exposures arise from transactions denominated in a foreign currency. The Company's foreign exchange risk arises primarily with respect to the Chilean Peso ("CLP"), the Chilean Unidad de Fometo ("UF"), the Mexican Peso ("MXN") and the Canadian dollar ("CDN"). The UF is an artificial inflation-indexed monetary unit used in Chile to denominate certain contracts. The Company's cash flows from Chilean and Mexican operations are exposed to foreign exchange risk, as commodity sales are denominated in US dollars and a certain portion of operating and capital expenses is denominated in local currencies. As such, the Company may use foreign exchange forward and swap contracts and ZCCs to mitigate changes in foreign exchange rates.
The Company's outstanding derivative instruments as of September 30, 2025, are as follows:
| Type | Contract description |
Remaining term | Put strike | Call strike / Fixed rate |
Notional tonnes / Quantity |
MTM Value |
|---|---|---|---|---|---|---|
| Foreign currency |
Foreign exchange ZCC - CLP |
October - December 2025 |
900.00 930.00 |
981.50 1,069.00 |
23.3 billion CLP |
$(40) |
| Foreign currency |
Foreign exchange ZCC - CLP |
January - December 2026 |
850.00 | 965.00 1,000.00 |
20.5 billion CLP |
$(641) |
| Foreign currency |
Foreign exchange ZCC - CAD |
October - December 2025 |
1.36 1.37 |
1.42 1.44 |
5.1 million CAD |
$2 |
| Foreign currency |
Foreign exchange ZCC - MXN |
October - December 2025 |
18.75 19.50 |
22.00 23.85 |
126.6 million MXN |
$304 |
| Commodity | Commodity ZCC - Copper |
October - December 2025 |
4.15 | 4.83 4.90 |
9,643 tonnes | $(909) |
| Quotational pricing contracts |
Copper time- spread swaps |
October - December 2025 |
— | — | 35,795 tonnes |
$(15,611) |
| Total outstanding derivative instruments as at September 30, 2025 | $(16,895) |
12
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Set out below are the Company’s derivative financial assets and financial liabilities:
| September 30, 2025 December 31,2024 |
|
|---|---|
| Derivative financial assets: Foreign currency contracts Interest rate swap contracts Copper commodity contracts Quotational pricing contracts |
$ 306$ — |
| — 8,080 — 10,545 — 5,993 |
|
| ~~Sh~~ ~~h~~ ~~t~~ Total derivative financial assets - current Interest rate swapcontracts |
306 24,618 |
| — 11,723 |
|
| Total derivative financial assets - non-current | $ —$ 11,723 |
| Derivative financial liabilities: | |
| Foreign currency contracts | 489 2,369 909 — 15,611 — |
| Copper commodity contracts | |
| Quotationalpricingcontracts | |
| Total derivative financial liabilities - current | $ 17,009$ 2,369 |
| Foreign currencycontracts | 192 1,340 |
| Total derivative financial liabilities - non-current | $ 192$ 1,340 |
| Set out below are the Company’s realized and unrealized gains and losses on derivative financial instruments: Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Unrealized (loss)/gain on derivative financial instruments: Foreign currency contracts $ (1,017)$ 4,242$ 3,332$ 1,978 Copper commodity contracts (931) — (11,454) 13,484 Interest rate swapcontracts — (10,297) (18,747) (14,299) Total unrealized loss on derivative financial instruments (1,948) (6,055) (26,869) 1,163 Realized gain/(loss) on derivative financial instruments: Foreign currency contracts 147 152 101 (396) Copper commodity contracts — — 267 (26,641) Interest rate swapcontracts — 5,575 18,701 17,668 Total realized gain/(loss) on derivative financial instruments 147 5,727 19,069 (9,369) Total unrealized and realized (loss) gain on derivative financial instruments: $ (1,801) $ (328) $ (7,800) $ (8,206) |
* Amounts above do not include unrealized and realized gains and losses related to the Company's quotational pricing contracts as these amounts are included in pricing and volume adjustments on copper concentrate sales (Note 20).
13
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
7. Receivables
Details are as follows:
| Details are as follows: | ||||
|---|---|---|---|---|
| September | 30, 2025 | December | 31,2024 | |
| Copper concentrate | $ | 195,147 | $ | 67,646 |
| Copper cathode | 4,824 | 29,331 | ||
| Value added taxes and other taxes receivable | 17,682 | 19,083 | ||
| Income taxes receivable | 155 | 4,585 | ||
| Other receivables | 29,915 | 27,120 | ||
| Total receivables | $ | 247,723 | $ | 147,765 |
[8.] Inventories
Details are as follows:
| Details are as follows: | ||||
|---|---|---|---|---|
| September | 30, 2025 | December | 31,2024 | |
| Current: | ||||
| Materials and consumables | $ | 138,881 | $ | 112,674 |
| Ore stockpiles | 37,187 | 12,546 | ||
| Work-in-progress | 28,680 | 20,961 | ||
| Finished goods - copper cathode | 14,611 | 20,708 | ||
| Finishedgoods - copper concentrate | 43,127 | 42,559 | ||
| Total inventories - current | $ | 262,486 | $ | 209,448 |
| Non-current: | ||||
| Ore stockpiles (Note 10) (i) | 13,060 | 16,366 | ||
| Total inventories - non-current | $ | 13,060 | $ | 16,366 |
- i. Non-current inventory is composed of ore stockpiles at the Mantos Blancos and Mantoverde mines.
During the three and nine months ended September 30, 2025, the Company recorded write-downs of $5.6 million and $10.1 million related to Mantoverde's cathode and Mantos Blancos cathode inventories respectively, which were recorded as production costs and depletion and amortization. During the three and nine months ended September 30, 2025, the Company recorded recovery write-downs of $1.1 million and $2.1 million related to Mantoverde's cathode inventories which was recorded as production costs and depletion and amortization.
During the three and nine months ended September 30, 2024, the Company recorded recovery write-downs of $nil million and $2.7 million related to Mantoverde's cathode inventories which were recorded as production costs.
14
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
9. Mineral Properties, Plant and Equipment
Details are as follows:
| Mineralproperties | Mineralproperties | ||
|---|---|---|---|
| Depletable Non- depletable Subject to amortization Producing mineral properties Deferred stripping Mineral exploration and development properties Plant & equipment Right of use assets |
|||
| At January 1, 2025, net Additions Disposals Rehabilitation provision adjustments Reclassifications and transfers Impairment reversal Depletion and amortization |
$ 1,590,945 $ 456,961 $ 888,945 $ 2,353,985 $ 255,596 $ 171,817 $ 5,718,249 — 159,691 80,829 23,679 78,069 142,895 485,163 — — — (2,055) — — (2,055) 2,516 — — — — — 2,516 52,216 14,123 (48,841) 93,632 323 (111,504) (51) — — 209,476 — — — 209,476 (92,745) (99,271) — (158,995) (29,759) — (380,770) |
||
| At September 30, 2025, net |
$ 1,552,932 $ 531,504 $ 1,130,409 |
$ 2,310,246 $ 304,229 $ 203,208 $ 6,032,528 |
|
| At September 30, 2025: Cost Accumulated amortization and impairment |
$ 2,244,745 $ 832,992 $ 1,130,409 (691,813) (301,488) — |
$ 4,246,224 $ 477,890 $ 203,208 $ 9,135,468 (1,935,978) (173,661) —(3,102,940) |
|
| Net carryingamount | $ 1,552,932 $ 531,504 $ 1,130,409 |
$ 2,310,246 $ 304,229 $ 203,208 $ 6,032,528 |
The Company achieved commercial production at MVDP in September 2024. In making this determination, management considered a number of factors, including completion of substantially all the construction development activities in accordance with design and a production ramp up period where mill throughput, in terms of tonnes of ore, equalled an average of 75% of nameplate capacity over a 30-day period. Depletion and amortization on MVDP commenced on October 1, 2024.
During the year ended December 31, 2024, the Company capitalized $76.4 million of finance costs to construction in progress, at a weighted average interest rate of 7.8%. Interest expense is no longer being capitalized, as the MVDP has achieved commercial production.
The Company’s exploration costs were as follows:
| The Company’s exploration costs were as follows: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three months | ended | Nine months ended | ||||||
| September | 30, | September 30, | ||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Exploration capitalized to mineral properties | $ | 9,160 | $ | 1,248 | $ | 25,263 | $ | 6,415 |
| Greenfield exploration expensed to the statement | ||||||||
| of income | 436 | 88 | 3,296 | 563 | ||||
| $ | 9,596 | $ | 1,336 | $ | 28,559 | $ | 6,978 |
Exploration capitalized to mineral properties during the period ended September 30, 2025 and 2024, relates to brownfield exploration at the Mantoverde, Mantos Blancos and Cozamin mines. Greenfield exploration expenses during the period ended September 30, 2025 and 2024 related primarily to exploration efforts in Chile.
15
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
As at September 30, 2025, the Revolving Credit Facility ("RCF") (Note 15) was secured by the Pinto Valley, Cozamin, Mantoverde and Mantos Blancos mineral properties, and plant and equipment with a net carrying value of $5,259.3 million (December 31, 2024 – $2,165.1 million).
Mineral property impairment reversal
On October 15[th] , 2025, the Company entered into a binding investment agreement with an unrelated third-party investor under which the investor will acquire a 25% non-controlling interest in the Santo Domingo Project for $225 million. Closing is conditional upon the project reaching a Final Investment Decision (“FID”). The agreement also provides for contingent payments of up to $60 million upon achievement of specified post-FID milestones.
In contemplation of the conditions that led to the investment agreement, the Company concluded that there was sufficient information to indicate that cumulative impairment losses of $209.4 million previously recognized for the Santo Domingo cash-generating units (“CGU”) no longer existed or had decreased. As a result, the Company calculated the recoverable amount of the CGU. To estimate the recoverable amount at September 30, 2025, management determined the fair value less costs of disposal (FVLCD) using a market approach, based on the price agreed in the executed investment agreement between knowledgeable, arm’s-length parties. This valuation was adjusted for $58.5 million of additional design and engineering expenditures to further de-risk the project and bring it to a FID.
Management also considered the potential range of FID timing within the limits of the investment agreement. Based on this evaluation, the recoverable amount of the CGU was estimated at approximately $841.5 million. As at September 30, 2025, the Santo Domingo CGU had a carrying amount of $503.6 million.
Based on this market evidence and updated assumptions, the Company recognized an impairment reversal of $209.4 million during the period. The reversal is limited to the amount of the previous impairment and does not increase the carrying amount above the level that would have been determined had no impairment been recognized previously.
Valuation Technique and Key Assumptions
The recoverable amount was determined using a market approach to fair value less costs of disposal (FVLCD), based directly on the price agreed in the executed investment agreement. adjusted for additional expenditures as noted above. The principal assumption affecting the recoverable amount is the expected expenditures to FID.
16
Notes to the Condensed Interim Consolidated Financial Statements
Capstone Copper Corp.
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
10. Other Assets
Details are as follows:
| Details are as follows: | ||||
|---|---|---|---|---|
| September | 30, 2025 | December | 31,2024 | |
| Current: | ||||
| Prepaids | $ | 17,881 | $ | 20,008 |
| Other | 4,278 | 7,652 | ||
| Total other assets - current | $ | 22,159 | $ | 27,660 |
| Non-current: | ||||
| Prepayments | $ | 18,046 | $ | 18,045 |
| Ore stockpiles_(Note 8)_ | 13,060 | 16,366 | ||
| Value added taxes and other taxes receivable | 1,374 | 1,155 | ||
| Investments in marketable securities | 1,261 | 686 | ||
| Deposits and other | 4,607 | 6,496 | ||
| Total other assets - non-current | $ | 38,348 | $ | 42,748 |
11. Other Liabilities
Details are as follows:
| Details are as follows: | ||||
|---|---|---|---|---|
| September | 30, 2025 | December | 31,2024 | |
| Current: | ||||
| Current portion of share-based payment obligations (Note 18) | $ | 11,055 | $ | 7,714 |
| Withholding tax payable in relation to the payment to NCI holder | 10,400 | — | ||
| Current portion of payable to purchase of NCI | — | 44,488 | ||
| Current portion of deferred revenue_(Note 16)_ | 11,438 | 11,389 | ||
| Current portion of Minto obligation (Note 18) | 10,363 | 18,049 | ||
| Working capital facilities | 129,712 | 117,049 | ||
| Current portion of Gold stream obligation_(Note 16)_ | 3,770 | 2,644 | ||
| Other | 10,018 | 4,954 | ||
| Total other liabilities - current | $ | 186,756 | $ | 206,287 |
| Non-current: | ||||
| Retirement benefit liabilities | $ | 5,236 | $ | 5,083 |
| Gold stream obligation_(Note 16)_ | 7,933 | 7,256 | ||
| Other | 1,902 | — | ||
| Total other liabilities - non-current | $ | 15,071 | $ | 12,339 |
Working capital facilities
Two of the Company’s Chilean subsidiaries entered into a series of short-term working capital facilities to support general working capital management. The aggregate balance of these facilities, included above, reflects accrued interest as at the end of the reporting period. During the nine months ended September 30, 2025, the Company drew $137.6 million from its working capital facilities and repaid $99.0 million.
17
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Payable on purchase of Non-Controlling Interest ("NCI")
During March 2025, $34.6 million of the final installment of $45 million cash consideration was paid to KORES. The remaining $10.4 million represents withholding taxes payable to the Chilean IRS has been recognized as a short-term liability as it is payable in April 2026. During the three and nine months ended September 30, 2025, $nil and $0.5 million (September 30, 2024 - $0.5 million and $1.5 million) of accretion was recorded in finance expense in the consolidated statements of income.
Gold stream obligation
During the fourth quarter of 2023, the Company recognized an obligation related to a completion test on the Santo Domingo gold stream. The fair value of the embedded derivative at September 30, 2025 was a liability of $11.7 million (December 31, 2024 - $9.9 million).
12 Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities are comprised of the following:
| September | 30, 2025 | December | 31,2024 | |
|---|---|---|---|---|
| Current: | ||||
| Trade payables | $ | 350,307 | $ | 261,136 |
| Unbilled goods and services | 34,272 | 36,805 | ||
| Accrued interest | 1,224 | 1,833 | ||
| Commodity taxes payable | 8,892 | 7,405 | ||
| Payroll and employee related | 27,600 | 21,654 | ||
| Other | 2,382 | 1,350 | ||
| Total accountspayable and accrued liabilities | $ | 424,677 | $ | 330,183 |
13. Non-Controlling Interest
In 2022, Mitsubishi Materials Corporation ("MMC") acquired a 30% non-controlling interest in Mantoverde S.A.
In addition to the contingent arrangement, MMC agreed to provide a $60 million Cost Overrun Facility ("COF") in exchange for additional offtake of copper concentrate production under a 10-year contract (Note 23). The COF initially carried an interest rate of 3-month US$ LIBOR plus 1.70% and amortizing over 37 quarters from September 30, 2024. As a result of Interest Rate Benchmark Reform, the Company completed the transition from LIBOR to an adjusted secured overnight financing rate ("SOFR") with MMC. The transition resulted in a variable rate of SOFR compounded daily to a 3-month period plus 0.2616% per annum, with margins unchanged.
In addition to the COF, MMC advanced its pro-rata share of funding requests, which amounted to an additional $171.9 million, to Mantoverde in the form of shareholder loans forming part of the financing for the MVDP. Total funds advanced by MMC at September 30, 2025, including accrued interest of $27.5 million (December 31, 2024 - $18.4 million), was $251.3 million (December 31, 2024 - $247.1 million). The interest rate on the shareholder loans as at September 30, 2025 was three-month adjusted SOFR of 4.29% (December 31, 2024 - 4.65%) plus 2.65% (December 31, 2024 - 2.65%) payable on the principal balance.
In June 2025, Mantoverde S.A obtained a term loan which is fully guaranteed by MMC. In exchange for their guarantee, the Company pays a guarantee fee to MMC, calculated at 0.2% of the outstanding loan balance.
Included in accounts receivable is $3.5 million owed by Mitsubishi Materials Corporation ("MMC"), a related party, (December 31, 2024 - $5.4 million payable).
18
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Details of the due to related party balances are as follows:
| COF | Shareholder Loans | Shareholder Loans | Total | |||||
|---|---|---|---|---|---|---|---|---|
| Balance, December 31, 2023 | $ | 60,000 | $ | 135,871 | $ | 195,871 | ||
| Additions | — | 42,000 | 42,000 | |||||
| Repayment | (1,622) | — | (1,622) | |||||
| Interest expense | 3,364 | 9,310 | 12,674 | |||||
| Interest repayments | (3,364) | — | (3,364) | |||||
| Balance, September 30, 2024 | $ | 58,378 | $ | 187,181 | $ | 245,559 | ||
| Additions | — | — | — | |||||
| Repayment | (1,621) | — | (1,621) | |||||
| Interest expense | 990 | 3,137 | 4,127 | |||||
| Interest repayments | (990) | — | (990) | |||||
| Balance, December 31, 2024 | $ | 56,757 | $ | 190,318 | $ | 247,075 | ||
| Repayment | (4,865) | — | (4,865) | |||||
| Interest expense | 2,652 | 9,096 | 11,748 | |||||
| Interest repayments | (2,652) | — | (2,652) | |||||
| Balance, September 30, 2025 | $ | 51,892 | $ | 199,414 | $ | 251,306 | ||
| Less: currentportion | (6,487) | — | (6,487) | |||||
| Non-currentportion | $ | 45,405 | $ | 199,414 | $ | 244,819 |
| Nine months ended | |||
|---|---|---|---|
| September 30, | Year ended December 31, | ||
| 2025 | 2024 | ||
| Opening balance | $ | 408,203$ | 405,535 |
| Share of comprehensiveprofit for theperiod | 26,049 | 2,668 | |
| Non-controllinginterest | $ | 434,252$ | 408,203 |
19
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
14. Lease Liabilities
Details are as follows:
| Details are as follows: | ||
|---|---|---|
| Total | ||
| Balance, December 31, 2023 | $ | 136,499 |
| Additions | 158,549 | |
| Payments | (43,817) | |
| Accretion expense | 10,679 | |
| Exchange difference | (490) | |
| Balance, September 30, 2024 | $ | 261,420 |
| Additions Payments |
(214) (18,872) |
|
| Accretion expense | 4,979 | |
| Exchange difference | (344) | |
| Balance, December 31, 2024 | $ | 246,969 |
| Additions (Note 9) | 78,069 | |
| Payments | (56,413) | |
| Accretion expense | 14,280 | |
| Exchange difference | 485 | |
| Balance, September 30, 2025 | $ | 283,390 |
| Less: currentportion | (68,914) | |
| Non-currentportion | $ | 214,476 |
20
Notes to the Condensed Interim Consolidated Financial Statements
Capstone Copper Corp.
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
15. Long-Term Debt
Details of the long-term debt balances are as follows:
| Mantoverde | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Development | Mantoverde Term | Senior Unsecured | Revolving Credit | ||||||
| Project Facility | Loan | Notes | Facility | Total | |||||
| Balance, | |||||||||
| December 31, | |||||||||
| 2023 | $ | 526,579 |
— | — | $ | 472,077 $ | 998,656 | ||
| Additions | — | — | — | $ | 157,500 $ | 157,500 | |||
| Repayments | (12,070) | — | — | $ | (308,500) $ | (320,570) | |||
| Financing fee | |||||||||
| amortization | $ | (690) |
— | — | $ | 481 $ | (209) | ||
| Deferred | |||||||||
| financingfee | — | — | — | $ | (146)$ | (146) | |||
| Balance, | |||||||||
| September 30, | |||||||||
| 2024 | $ | 513,819 |
— | — | $ | 321,412 $ | 835,231 | ||
| Additions | — | — | $ | 32,000 $ | 32,000 | ||||
| Repayments | $ | (16,328) |
— | — | $ | (29,000) $ | (45,328) | ||
| Capitalized | |||||||||
| financing fee | — | — | — | $ | 67 $ | 67 | |||
| Financing fee | |||||||||
| amortization | $ | (231) |
— | — | $ | 17 $ | (214) | ||
| Balance, | |||||||||
| December 31, | |||||||||
| 2024 | $ | 497,260 |
— | — | $ | 324,496 $ | 821,756 | ||
| Additions | — | $ | 145,000 | $ | 600,000 | $ | 308,000 $ | 1,053,000 | |
| Repayments | $ | (491,602) |
— | — | $ | (395,001) $ | (886,603) | ||
| Capitalized | |||||||||
| financing fee(1) | — | $ | (7,236) | $ | (11,433) | $ | (3,036) $ | (21,705) | |
| Gain on | |||||||||
| extinguishment | |||||||||
| of debt | $ | (5,431) |
— | — | — $ | (5,431) | |||
| Financing fee | |||||||||
| amortization | $ | (227) |
189 | $ | 567 | $ | 1,717 $ | 2,246 | |
| Balance, | |||||||||
| September 30, | |||||||||
| 2025 | $ | — |
$ | 137,953 | $ | 589,134 | $ | 236,176 $ | 963,263 |
| Less: current | |||||||||
| portion | — | — | — | — | — | ||||
| Non-current | |||||||||
| portion | $ | — |
$ | 137,953 | $ | 589,134 | $ | 236,176 $ | 963,263 |
(1) Capitalized financing fees on the Mantoverde term loan include upfront fees paid to the financial institution, legal fees, and stamp tax on both the term loan which represents MMC's 30% and Capstone's internal 70% which was funded using a portion of the proceeds from the Senior Unsecured Notes.
21
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Mantoverde Development Project Facility
In order to fund the construction of MVDP, the Company had secured a senior secured amortizing project debt facility in an aggregate amount of $520 million (the "MVDP Facility", comprising the “Covered Facility” $250 million, the “Uncovered Facility” $210 million, and the “ECA Direct Facility” $60 million). In June 2025, the Company fully repaid the $477.5 million that was outstanding on the facilities and closed out the associated interest rate swap.
Senior Unsecured Notes
On March 25, 2025, the Company completed an offering of $600 million aggregate principal amount of senior unsecured notes due March 2033 (the “Senior Notes”). The Senior Notes bear interest at 6.75%, payable semiannually in March and September of each year.
The Senior Notes are guaranteed on an unsecured basis by each of the Company’s subsidiaries that provide a guarantee of the RCF.
The Senior Notes are subject to the following early redemption options by the Company:
-
On or after March 31, 2028, the Company has the option, in whole or in part, to redeem the Senior Notes at a price ranging from 103.375% to 100% of the principal amount together with accrued and unpaid interest, if any, to the date of redemption, with the rate decreasing based on the length of time the Senior Notes are outstanding;
-
Before March 31, 2028, the Company may redeem, in whole but not in part, the Senior Notes at 100% of the principal amount plus a “make whole” premium, plus accrued and unpaid interest, if any, to the date of redemption; and
-
At any time before March 31, 2028, the Company may redeem up to 40% of the original principal amount of the Senior Notes with the proceeds of certain equity offerings at a redemption price of 106.750% of the principal amount of the Senior Notes, together with accrued and unpaid interest, if any, to the date of redemption.
Upon the occurrence of specific kinds of change of control triggering events, each holder of the Senior Notes will have the right to cause the Company to repurchase some or all of its Senior Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.
The Company incurred transaction costs of $11.4 million related to the issuance of the Senior Notes. The Senior Notes are recognized as financial liabilities, net of unamortized transaction costs, and measured at amortized cost using an effective interest rate of 7.07%.
Revolving Credit Facility
On May 6, 2025, the Company amended its corporate RCF. The amended RCF was increased to an aggregate commitment of $1.0 billion, plus a $200 million accordion option available 180 days after closing, and matures in May 2029. The amended RCF bears interest on a sliding scale based on adjusted term SOFR plus a margin ranging from 1.75% to 2.75% depending on the total net leverage ratio. The amended RCF became effective on June 30, 2025 after all the required closing conditions were met.
The interest rate at September 30, 2025 was one-month adjusted term SOFR of 4.263% plus 2.000% (December 2024 - adjusted term SOFR of 4.58% plus 2.125%) with a standby fee of 0.450% (2024 – 0.478%) payable on the undrawn balance (adjustable in certain circumstances).
The RCF is secured against the present and future real and personal property, assets and undertakings of Capstone Copper other than defined excluded entities which comprise the Santo Domingo development project property.
22
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
The RCF requires Capstone Copper to maintain certain financial ratios relating to debt and interest coverage. Capstone Copper was in compliance with these covenants as at September 30, 2025.
Mantoverde Term Loan
In June 2025, Mantoverde obtained a term loan of a principal amount of $145.0 million, maturing in June 2032. The term loan bears interest at three-month term SOFR plus a margin of 2.75%. As at September 30, 2025, a principal balance of $145.0 million was outstanding, with unamortized deferred financing fees of $7.0 million netted against the borrowings. The proceeds were used to repay MMC's 30% share of MVDP project finance facilities.
The loan has no scheduled repayments for the first eight fiscal quarters and thereafter, the Company will repay the loan in (a) nineteen quarterly amortization payments, each equal to 3.6842% of the initial amount of the loan; and (b) a balloon payment of the remaining 30% of the initial amount of the loan outstanding on the maturity date. The loan can be prepaid at any time without penalty.
The term loan is guaranteed by Mitsubishi Materials Corp. ("MMC") in exchange for a guarantee fee of 0.2% on the outstanding principal balance.
Surety Bonds
As at September 30, 2025, the Company has in place seven surety bonds totaling $266.6 million to support various reclamation and other obligation bonding requirements. These comprise $182.0 million securing reclamation obligations at Pinto Valley, $4.0 million provided as security as part of a power supply agreement at Pinto Valley, $1.9 million related to the construction of a port for the Santo Domingo development project in Chile, $31.9 million at Mantoverde, and $46.8 million at Mantos Blancos, respectively, securing reclamation obligations. The Company is also an Indemnitor to the surety bond provider for the surety bond obligations of Minto Metals Corp. ("Minto Metals") ( Note 18).
16. Deferred Revenue
Silver Precious Metals Purchase Arrangement ("Silver PMPA")
On February 19, 2021, a subsidiary of the Company, concluded the Silver PMPA with Wheaton Precious Metals ("Wheaton") whereby Capstone Copper received an upfront cash consideration of $150 million against delivery of 50% of the silver production from the Cozamin mine until 10 million ounces have been delivered, thereafter dropping to 33% of silver production for the remaining life of mine. In addition to the upfront cash consideration of $150 million, as silver is delivered under the terms of the Silver PMPA, the Company receives cash payments equal to 10% of the spot silver price at the time of delivery for each ounce delivered to Wheaton. The Silver PMPA is effective December 1, 2020. Wheaton has been provided certain security in support of the Company’s obligations under the Silver PMPA.
The Company recorded the upfront cash consideration received of $150 million as deferred revenue and recognizes amounts in revenue as silver is delivered under the Silver PMPA. Capstone Copper determines the amortization of deferred revenue to the consolidated statements of income on a per unit basis using the estimated total number of silver ounces expected to be delivered over the life of the Cozamin mine. The amortization rate requires the use of proven and probable mineral reserves and certain mineral resources which management is reasonably confident will be transferred to mineral reserves. The Company estimates the current portion of deferred revenue based on deliveries anticipated over the next twelve months. Cozamin has delivered 3.0 million silver ounces since contract inception until September 30, 2025.
23
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three and Nine Months Ended September 30, 2025 and 2024 (tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Gold Precious Metals Purchase Arrangement ("Gold PMPA")
On April 21, 2021, a subsidiary of the Company received an early deposit of $30 million ("the Early Deposit") in relation to the Gold PMPA at Santo Domingo with Wheaton effective March 24, 2021. As completion was not achieved on or before the third anniversary date of receiving the early deposit, an early deposit delay payment was triggered that requires the Company to sell and deliver 104 ounces of refined gold per month until the earlier of: the month completion is achieved, the month in which the early deposit is repaid to Wheaton or the month which refined gold is first sold and delivered to Wheaton. A gold stream obligation was recorded in other liabilities, and during the nine months ended September 30, 2025, the obligation increased by $1.8 million, resulting in a total obligation of $11.7 million (December 31, 2024 - $9.9 million).
Additional deposits of $260 million are to be received under the Gold PMPA over the Santo Domingo development project construction period, subject to sufficient financing having been obtained to cover total expected capital expenditures and other customary conditions, for total consideration of $290 million (collectively "the Deposit"). Wheaton will receive 100% of the gold production from the Company's Santo Domingo development project until 285,000 ounces have been delivered, thereafter dropping to 67% of the gold production for the remaining life of mine.
In addition to the deposits of $290 million, as gold is delivered under the terms of the Gold PMPA, Capstone Copper receives cash payments equal to 18% of the spot gold price at the time of delivery for each ounce delivered to Wheaton, until the Deposit has been reduced to zero, thereafter increasing to 22% of the spot gold price upon delivery. Wheaton has been provided certain security in support of the Company’s obligations under the Gold PMPA. The initial term of the Gold PMPA is 20 years.
Details of changes in the balance of deferred revenue are as follows:
| Silver PMPA | Gold PMPA | Total | ||
|---|---|---|---|---|
| Balance, December 31, 2023 | $ | 123,989 $ | 35,769 $ | 159,758 |
| Accretion expense | 7,120 | 2,432 | 9,552 | |
| Recognized as revenue on delivery of silver | (16,089) | — | (16,089) | |
| Variable consideration adjustment | 4,185 | — | 4,185 | |
| Balance, December 31, 2024 | $ | 119,205 $ | 38,201 $ | 157,406 |
| Accretion expense | 5,007 | 1,948 | 6,955 | |
| Recognized as revenue on deliveryof silver | (9,683) | — | (9,683) | |
| Balance, September 30, 2025 | $ | 114,529 $ | 40,149 $ | 154,678 |
| Less: currentportion(Note 11) | (11,438) | — | (11,438) | |
| Non-currentportion | $ | 103,091 $ | 40,149 $ | 143,240 |
Consideration from the PMPAs is considered variable, as silver and gold stream revenues can be subject to cumulative adjustments when the number of ounces to be delivered under the contracts changes. As a result of changes in the Company's mineral reserve and resource estimate at the Cozamin mine during the fourth quarter of 2024, the amortization rate by which deferred revenue is drawn down into income was adjusted and, as required, a variable rate adjustment was made for all prior period deferred revenues since the inception of the Silver PMPA.
24
Notes to the Condensed Interim Consolidated Financial Statements
Capstone Copper Corp.
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
17. Income Taxes
Income tax expense differs from the amount that would result from applying the Canadian federal and provincial income tax rates to earnings before income taxes. These differences result from the following items:
| Three months | Three months | ended | Nine months ended | Nine months ended | Nine months ended | |||
|---|---|---|---|---|---|---|---|---|
| September | 30, | September 30, | ||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Income before income taxes | $ | 281,325 | $ | 33,700 | $ | 348,444 | $ | 82,152 |
| Canadian federal andprovincial income tax rates | 27.00 % | 27.00 % | 27.00 % | 27.00 % | ||||
| Income tax expense based on the above rates | 75,958 | 9,099 | 94,080 | 22,181 | ||||
| Increase (decrease) due to: | ||||||||
| Non-deductible expenditures | 1,211 | 619 | 3,255 | 3,804 | ||||
| Effects of different statutory tax rates on losses | ||||||||
| (income) of subsidiaries | 1,161 | (1,022) | 4,817 | (3,376) | ||||
| Mexican and Chilean mining royalty taxes | (4,407) | 1,354 | 8,659 | 4,133 | ||||
| Current period losses for which deferred tax | ||||||||
| assets were not recognized | 1,588 | 3,316 | 3,934 | 9,314 | ||||
| Non-recognition of tax liabilities related to impairment reversal Withholding taxes |
(56,559) 1,396 |
— — |
(56,559) 3,158 |
— — |
||||
| Adjustments to tax estimates in prior years | 2,321 | — | 2,321 | — | ||||
| Foreign exchange and other translation | ||||||||
| adjustments | (1,159) | 1,322 | (2,929) | 3,164 | ||||
| Other | (2,646) | 2,021 | (3,619) | 4,216 | ||||
| Income tax expense | $ | 18,864 | $ | 16,709 | $ | 57,117 | $ | 43,436 |
| Current income and mining tax expense | $ | 28,021 | $ | 8,666 | $ | 55,274 | $ | 27,004 |
| Deferred income tax(recovery)expense | (9,157) | 8,043 | 1,843 | 16,432 | ||||
| Income tax expense | $ | 18,864 | $ | 16,709 | $ | 57,117 | $ | 43,436 |
During the fourth quarter of 2024, Mexico's Senate approved an increase in the Special Tax on Mining Profits from 7.5% to 8.5% and an increase on the Extraordinary Tax on Revenues from the Sale of Gold, Silver and Platinum from 0.5% to 1%.
In June 2024, Canada enacted the Global Minimum Tax ("GMT") that was developed within the framework of the Organization for Economic Co-operation and Development ("OECD")'s Pillar Two Model rules, with effect from January 1, 2024. To date, the government of Chile and the government of Mexico, have not indicated whether they intend to enact GMT legislation. The United States has indicated that they do not intend to enact GMT legislation. For the three and nine months ended September 30, 2025, the Company has not accrued any GMT as part of its current income tax expense.
The Company applied the mandatory temporary exception to the recognition and disclosure for deferred taxes related to OECD Pillar Two income taxes under IAS 12 Income Taxes . No current taxes related to the GMT have been recorded, as the Company falls within the safe harbour provisions provided within the framework.
25
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
18 Provisions
The reclamation and closure cost obligations relate to the operations of the Pinto Valley, Cozamin, Mantos Blancos and Mantoverde mines.
Details of changes in the balances are as follows:
| Details of changes in the balances are as | follows: | follows: | ||||||
|---|---|---|---|---|---|---|---|---|
| Reclamation | ||||||||
| & closure | Other | Share-based | ||||||
| cost | Minto | closure | payment | |||||
| obligations | obligation | provisions | obligations | Total | ||||
| Balance, January 1, 2025 | $ | 194,466 $ |
21,428 |
$ | 34,185 | $ | 10,445 $ 260,524 |
|
| Share-based payment expense | ||||||||
| (Note 19) | — | — | — | 9,009 | 9,009 | |||
| Change in estimates | — | 150 | 3,124 | — | 3,274 | |||
| Interest expense from discounting | ||||||||
| obligations | 8,566 | 674 | 1,177 | — | 10,417 | |||
| Settlements during the period | (113) | (10,808) | (1,922) | (4,971) | (17,814) | |||
| Effect of foreign exchange | 2,484 | 768 | 1,708 | 164 | 5,124 | |||
| Balance, September 30, 2025 | $ | 205,403 $ |
12,212 |
$ | 38,272 | $ | 14,647 $ 270,534 |
|
| Less: Current portion included within | ||||||||
| other liabilities(Note 11) | — | (10,363) | — | (11,055) | (21,418) | |||
| Totalprovisions - non-current | $ | 205,403 $ |
1,849 |
$ | 38,272 | $ | 3,592 $ 249,116 |
|
| Balance, January 1, 2024 | $ | 214,197 $ |
41,186 |
$ | 35,360 | $ | 9,787 $ 300,530 |
|
| Share-based payment expense | ||||||||
| (Note 19) | — | — | — | 9,662 | 9,662 | |||
| Change in estimates | (14,398) | (300) | 7,965 | — | (6,733) | |||
| Interest expense from discounting | ||||||||
| obligations | 8,876 | 1,599 | 1,638 | — | 12,113 | |||
| Settlements during the year | (952) | (19,730) | (6,160) | (7,899) | (34,741) | |||
| Effect of foreign exchange | (13,257) | (1,327) | (4,618) | (1,105) | (20,307) | |||
| Balance,December 31,2024 | $ | 194,466 $ |
21,428 |
$ | 34,185 | $ | 10,445 $ 260,524 |
|
| Less: Current portion included within | ||||||||
| other liabilities_(Note 11)_ | — | (18,049) | — | (7,714) | (25,763) | |||
| Totalprovisions - non-current | $ | 194,466 $ |
3,379 |
$ | 34,185 | $ | 2,731 $ 234,761 |
Minto Obligation
In June 2019, the Company completed the sale of its 100% interest in the Minto mine to Pembridge Resources PLC ("Pembridge"). In conjunction with the sale, Minto Metals Corp. ("Minto Metals") posted a surety bond to cover potential future reclamation liabilities. While this surety bond is outstanding, the Company remains an indemnitor to the surety bond provider for Minto Metal's surety bond obligations in the Yukon.
In May 2023, Minto Metals announced that it had ceased all operations at the Minto mine located within the Selkirk First Nation's territory in central Yukon Territories and that the Yukon Government assumed care and control of the site. As Minto Metals had defaulted on the surety bond, in Q2 2023 Capstone Copper recognized an initial liability of approximately $55 million (C$72 million) related to the Company's obligations towards the issuer of the surety bond.
26
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
In estimating the provision, including the portion expected to be incurred within the next 12 months, the Company has made assumptions regarding the timing of cash outflows and the discount rate. Due to the associated uncertainty of the timing of cash outflows, it is possible that estimates may need to be revised.
The Company's exposure on calls against the surety bond is capped at approximately C$72 million therefore the timing of cash outflows and changes in the C$:US$ exchange rate are the largest contributors to the measurement uncertainty.
As at September 30, 2025, the Company has made cumulative payments of $40.9 million (C$54.6 million) (December 31, 2024 - $30.1 million) to the Yukon Government for reclamation work performed.
19. Share Capital
Authorized
An unlimited number of common voting shares without par value.
On February 8, 2024, the Company and Orion Fund JV Limited, Orion Mine Finance Fund II LP and Orion Mine Finance (Master) Fund I-A LP (collectively, “Orion”) closed a bought deal financing with a syndicate of underwriters ("the Offering"). Pursuant to the Offering, the Underwriters purchased on a bought deal basis from the Company and Orion, a total of 68,448,000 common shares of Capstone Copper (“Common Shares”) at a price of C$6.30 per Common Share (the "Offering Price"), which included the exercise in full of the Underwriters' overallotment option of 8,928,000 Common Shares from the Company, for aggregate gross proceeds under the Offering of C$431,222,400.
In connection with the Offering, 56,548,000 Common Shares were issued by the Company for gross proceeds to the Company of C$356.3 million and 11,900,000 shares were sold by Orion for gross proceeds to Orion of C$75.0 million. The Company did not receive any proceeds from the secondary sale, which were paid directly to Orion.
In August 2024, the Company acquired Compania Minera Sierra Norte, S.A. ("Sierra Norte"). On the closing of the transaction, the equivalent of US$40 million of shares of the Company was issued. This resulted in the issuance of 6,139,358 Capstone Copper common shares. Refer to Note 5 for further details on the acquisition.
Stock options
Pursuant to the Company’s amended stock option plan, directors may authorize the granting of options to directors, officers and employees of the Company to a maximum of 10% of the issued and outstanding common shares at the time of grant, with a maximum of 5% of the Company’s issued and outstanding shares reserved for any one person annually. Options granted under the plan have a term not to exceed five years, with the vesting term at the discretion of the Board. The exercise price of options granted are denominated in C$.
The continuity of stock options issued and outstanding is as follows:
| The continuity of stock options issued and outstanding | is as follows: | ||
|---|---|---|---|
| Options | Weighted average | ||
| outstanding | exerciseprice(C$) | ||
| Outstanding,December 31,2024 | 2,430,307 | $ | 6.46 |
| Granted | 1,458,477 | 8.40 | |
| Exercised | (168,108) | 6.07 | |
| Expired | — | — | |
| Forfeited | (18,740) | 6.82 | |
| Outstanding,September 30,2025 | 3,701,936 | $ | 7.24 |
27
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
As at September 30, 2025, the following options were outstanding and outstanding and exercisable:
| Exerciseprices(C$) $3.47 - $3.90 $4.43 - $4.72 $5.08 - $5.79 $6.00 - $6.61 $6.62- $6.79 $7.25 $8.40 |
Outstanding Outstanding& exercisable Number of options Weighted average exercise price(C$) Weighted average remaining life(years) Number of options Weighted average exercise price(C$) Weighted average remaining life(years) 61,540 $ 3.75 0.9 61,540 $ 3.75 0.9 19,568 $ 4.43 2.1 19,568 $ 4.43 2.1 202,637 $ 5.11 1.4 202,637 $ 5.11 1.4 760,431 $ 6.04 2.2 513,219 $ 6.05 2.1 342,107 $ 6.97 1.4 342,107 $ 6.97 1.4 857,176 $ 7.25 3.4 263,495 $ 7.25 3.4 1,458,477 $ 8.40 4.4 — $ — — 3,701,936 $ 7.24 3.2 1,402,566 $ 6.24 2.0 |
|---|---|
During the three and nine months ended September 30, 2025, the total fair value of options granted was $nil and $4.6 million (2024 – $nil and $2.9 million) and had a weighted average grant-date fair value of C$3.70 (2024 – C$4.59) per option. During the three and nine months ended September 30, 2025, the weighted average share price of the 0.10 million and 0.17 million options exercised during the period was C$9.59 and C$8.99 (2024 - 0.8 million and 1.9 million options at C$10.24 and C$9.14).
Weighted average assumptions used in calculating the fair values of options granted during the period were as follows:
| follows: | ||
|---|---|---|
| Nine months ended | September | |
| 30, | ||
| 2025 | 2024 | |
| Risk-free interest rate | 2.52 % | 3.35 % |
| Expected dividend yield | nil | nil |
| Expected share price volatility | 53 % | 60 % |
| Expected forfeiture rate | 7.48 % | 6.51 % |
| Expected life | 4.1years | 3.7years |
Other share-based compensation plans
Under the Share Unit Plan (“SUP”), the Company grants PSUs and RSU. PSUs granted to executives vest after three years and are subject to a performance measure of 0% to 200%. RSUs granted to executives and employees vest 1/3 per year starting on the first anniversary of the grant date. Under the Director’s Deferred Share Unit Plan, the Company grants DSUs. DSUs granted to directors vest upon issuance but are not redeemable until cessation of service on the Board.
Under the SUP, PSU and RSU obligations can be settled in cash, shares delivered from a Share Purchase Trust or a combination thereof, as determined by and at the discretion of the Human Resources and Compensation Committee of the Company’s Board of Directors. DSU obligations, under the Director’s Deferred Share Unit Plan, are redeemed in cash.
Deferred Share Units
The Company has established a Deferred Share Unit Plan (the “DSU Plan”) whereby DSUs are issued to directors as long-term incentive compensation. DSUs issued under the DSU Plan are fully vested upon issuance and entitle the holder to a cash payment only following cessation of service on the Board of Directors. The value of the DSUs when converted to cash will be equal to the number of DSUs granted multiplied by the quoted market value of a Capstone Copper common share at the time the conversion takes place.
28
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Compensation expense related to DSUs is recorded immediately and is adjusted at each reporting period to reflect the change in quoted market value of the Company’s common shares. DSU obligations, under the DSU Plan, are redeemed in cash.
Restricted Share Units and Performance Share Units
The Company has established a Share Unit Plan (the “Plan”) whereby RSUs and PSUs are issued as long-term incentive compensation. RSUs are issued to employees. PSUs are issued to executives.
RSUs issued under the Plan entitle the holder to a cash payment, shares delivered from a Share Purchase Trust or a combination thereof, at the end of the vesting period equal to the number of RSUs granted, multiplied by the quoted market value of a Capstone Copper common share on the completion of the vesting period. RSUs granted to employees vest 1/3 per year over their three-year term.
PSUs issued under the Plan entitle the holder to a cash payment, shares delivered from a Share Purchase Trust or a combination thereof, at the end of a three-year performance period equal to the number of PSUs granted, adjusted for a performance factor and multiplied by the quoted market value of a Capstone Copper common share on the completion of the performance period. The performance factor can range from 0% to 200% and is determined by comparing the Company’s total shareholder return to those achieved by a peer group of companies.
Compensation expense related to RSUs and PSUs is recorded over the three-year vesting period. The amount of compensation expense is adjusted at each reporting period to reflect the change in quoted market value of the Company’s common shares, the number of RSUs and PSUs expected to vest, and in the case of PSUs, the expected performance factor. RSU and PSU obligations, under the Share Unit Plan, can be settled in cash, shares delivered from a Share Purchase Trust or a combination thereof, as determined by and at the discretion of the Human Resources and Compensation Committee of the Company’s Board of Directors.
During the three and nine months ended September 30, 2025, the total fair value of DSUs and RSUs granted under the SUP was $0.2 million and $10.9 million (2024 – $0.01 million and $8.8 million), and had a weighted average grant-date fair value of $8.35 and C$8.40 (2024 – $8.42 and C$7.25) per unit. No PSUs have been granted during the three and nine months ended September 30, 2025.
PSUs and RSU’s awarded to executives have been granted under a Treasury Share Unit Plan (“TSUP”). Treasury PSUs granted to executives vest after three years and are subject to a performance measure of 0% to 200%. Treasury RSUs granted to executives vest 1/3 per year starting on the first anniversary of the grant date. Canadian based executives are able to retain the PSUs and RSUs after vesting and elect when to redeem the units within 10 years of the grant date. Under the TSUP, PSU and RSU obligations can be settled in shares from treasury or cash, at the election of the Company.
During the three and nine months ended September 30, 2025, the total fair value of units granted under the TSUP was $0.4 million and $9.1 million (2024 – $nil and $4.6 million), and had a weighted average grant-date fair value of $8.61 and C$7.44 (2024 – $nil and C$4.53) per unit.
29
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Weighted average assumptions used in calculating the fair values of units granted under the TSUP during the period were as follows:
| period were as follows: | ||
|---|---|---|
| Nine months ended | September | |
| 30, | ||
| 2025 | 2024 | |
| Risk-free interest rate | 2.82 % | 3.08 % |
| Expected dividend yield | nil | nil |
| Expected share price volatility | 53 % | 61 % |
| Expected forfeiture rate | 5.52 % | 1.66 % |
| Expected life | 8years | 8.2years |
No Capstone Copper shares were purchased by the Share Purchase Trust during the three and nine months ended September 30, 2025 and 2024.
The continuity of DSUs, RSUs, and PSUs issued and outstanding is as follows:
| Share Unit Plan | Treasury Share | Unit Plan | |||
|---|---|---|---|---|---|
| DSUs | RSUs | PSUs | RSUs | PSUs | |
| Outstanding,December 31,2024 | 525,094 | 1,923,687 |
161,947 | 834,484 |
1,961,843 |
| Granted | 90,182 | 1,229,271 |
— | 277,533 |
954,471 |
| Forfeited | — | (170,519) |
— | — |
— |
| Settled | — | (848,486) |
— | (35,025) |
(236,116) |
| Outstanding,September 30,2025 | 615,276 | 2,133,953 |
161,947 | 1,076,992 |
2,680,198 |
Share-based compensation expense:
| Share-based compensation expense: | |||||||
|---|---|---|---|---|---|---|---|
| Three months | ended | Nine months ended | |||||
| September | 30, | September 30, | |||||
| 2025 | 2024 | 2025 | 2024 | ||||
| Share-based compensation expense related to | |||||||
| stock options | $ | 724$ | 558 | $ | 2,324 | $ | 1,717 |
| Share-based compensation expense related to | |||||||
| RSUs and PSUs (TSUP) | 764 | 596 | 3,906 | 3,942 | |||
| Share-based compensation expense related to | |||||||
| DSUs,RSUs and PSUs(SUP) | 5,930 | 2,952 | 9,009 | 10,149 | |||
| Total share-based compensation expense | $ | 7,418$ | 4,106 | $ | 15,239 | $ | 15,808 |
30
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
20. Revenue
The Company’s revenue breakdown by metal is as follows:
| Three months | ended | Nine months ended | Nine months ended | ||
|---|---|---|---|---|---|
| September | 30, | September 30, | |||
| 2025 | 2024 | 2025 | 2024 | ||
| Copper concentrate | $ | 445,192$ | 301,945$ | 1,281,378$ | 845,366 |
| Copper cathode | 107,400 | 107,677 | 304,095 | 324,225 | |
| Gold | 27,163 | 9,200 | 73,630 | 9,062 | |
| Silver | 13,978 | 10,807 | 36,623 | 31,363 | |
| Molybdenum | 1,169 | (74) | 1,181 | 1,686 | |
| Zinc | — | — | — | — | |
| Lead | — | — | — | — | |
| Totalgross revenue | 594,902 | 429,555 | 1,696,907 | 1,211,702 | |
| Less: treatment and selling costs | (10,670) | (19,200) | (37,117) | (52,658) | |
| Less:pricingand volume adjustments | 14,207 | 9,035 | 15,134 | (6,704) | |
| Revenue | $ | 598,439$ | 419,390$ | 1,674,924$ | 1,152,340 |
Pricing and volume adjustments represent mark-to-market adjustments on initial estimates of provisionally priced sales, offsetting realized and unrealized changes to fair value for time swaps, and adjustments to originally invoiced weights and assays.
Revenue from a related party, included in the above amounts, for the three and nine months ended September 30, 2025, included $88.9 million and $270.3 million related to deliveries under MMC's offtake contract.
31
Notes to the Condensed Interim Consolidated Financial Statements
Capstone Copper Corp.
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
21. Earnings Per Share
Earnings per share, calculated on a basic and diluted basis, is as follows:
| Three months ended | Three months ended | Three months ended | Nine months ended | Nine months ended | Nine months ended | ||
|---|---|---|---|---|---|---|---|
| September 30, | September 30, | ||||||
| 2025 | 2024 | 2025 | 2024 | ||||
| Earnings per share | |||||||
| Basic | $ | 0.33$ |
0.02$ | 0.35$ |
0.05 | ||
| Diluted | 0.32 | 0.02 | 0.35 | 0.05 | |||
| Netgain | |||||||
| Income attributable to common shareholders - | |||||||
| basic and diluted | $ | 248,094$ |
12,518$ | 265,278$ |
37,026 | ||
| Weighted average shares outstanding- basic | 762,261,156 | 758,258,475 | 750,885,473 | 746,857,323 | |||
| Dilutive securities | |||||||
| Stock options | 656,521 | 791,828 | 307,997 | 705,495 | |||
| TSUP units | 977,295 | 999,101 | 661,434 | 901,490 | |||
| Weighted average shares outstanding- diluted | 763,894,972 | 760,049,404 | 751,854,904 | 748,464,308 | |||
| Potentially dilutive securities excluded (as anti- | |||||||
| dilutive) | |||||||
| Stock options | — | — | 1,458,477 | — | |||
| TSUP units | — | — | 809,364 | — |
For periods where the Company records a loss, Capstone Copper calculates diluted loss per share using the basic weighted average number of shares. If the diluted weighted average number of shares were used, the result would be a further reduction in the loss per share.
22. Supplemental Cash Flow Information
The changes in non-cash working capital items are composed as follows:
| Three months | ended | Nine months ended | Nine months ended | ||
|---|---|---|---|---|---|
| September | 30, | September 30, | |||
| 2025 | 2024 | 2025 | 2024 | ||
| Receivables | $ | (81,674)$ | (47,195)$ | (94,237)$ | (43,369) |
| Vendor financing_(i)_ | (25,571) | — | (25,571) | — | |
| Inventories | (24,578) | (13,654) | (51,439) | (32,324) | |
| Other assets | 3,257 | (796) | 5,501 | (8,811) | |
| Accounts payable and accrued liabilities | 40,920 | 29,817 | 54,606 | 37,409 | |
| Other liabilities | 4,079 | (28) | 830 | (4,688) | |
| Net change in non-cash workingcapital | $ | (83,567) $ | (31,856) $ | (110,310) $ | (51,783) |
- i. During Q3 2025, the Group derecognized $25,571 of accounts receivables previously transferred under an arrangement accounted for as a financing in Q2 2025. The related liability was settled through a noncash extinguishment against the receivable. This transaction had no impact on cash flows in Q3 2025.
32
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
The changes in other non-cash items are composed as follows:
| Three months | ended | Nine months ended | Nine months ended | Nine months ended | ||
|---|---|---|---|---|---|---|
| September | 30, | September 30, | ||||
| 2025 | 2024 | 2025 | 2024 | |||
| VAT receivable | $ | 1$ | —$ | (218) | $ | 218 |
| Other non-current assets | 4,549 | 1,260 | 7,097 | 1,806 | ||
| Other non-current liabilities | 1,205 | 755 | 5,368 | 55 | ||
| Net change in other non-cash items | $ | 5,755$ | 2,015$ | 12,247 | $ | 2,079 |
Below is a reconciliation of depreciation in operating cash-flows in the consolidated statement of cash-flows to the Mineral Properties, Plant and Equipment (Note 9):
| Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 |
|
|---|---|
| Depreciation and depletion per mineral properties, plant and equipment(Note 9) Non-cash inventory write-down (reversal) Change in depreciation and depletion capitalized to inventory, capitalized stripping and construction inprogress |
252,203 72,541 380,770 213,881 — (260) 157 (1,111) (123,312) (38) (12,253) 1,669 |
| Depreciation and depletion expense | $ 128,891$ 72,243$ 368,674$ 214,439 |
Below is a reconciliation of additions in investing cash-flows in the consolidated statement of cash-flows to the Mineral Properties, Plant and Equipment (Note 9):
| Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 |
|
|---|---|
| Additions / expenditures on mining interests (Note 9) Lease additions_(Note 14) Changes in workingcapital and other items (i)_ |
(185,461) (219,941) (485,163) (584,516) |
| 25,568 60,477 78,069 158,549 |
|
| 27,629 34,196 45,784 44,529 |
|
| Expenditures on mininginterests | $ (132,264) $ (125,268) $ (361,310) $ (381,438) |
i. The changes in working capital relate to the movement in accounts payable and prepayments related primarily to capital expenditures.
33
Notes to the Condensed Interim Consolidated Financial Statements Three and Nine Months Ended September 30, 2025 and 2024
Capstone Copper Corp.
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
23. Commitments
Royalty Agreements
Under the terms of the December 2003 option agreement with Grupo Minera Bacis S.A. de C.V. (“Bacis”), a subsidiary of the Company assumed a 100% interest in the Cozamin mine with a 3% net smelter royalty paid to Bacis on all payable metal sold from production on the property covered by the agreement.
In connection with the financing of the Mantos Blancos Debottlenecking Development Project, Mantos Copper S.A. entered into a royalty agreement with Southern Cross Royalties Limited ("Southern Cross"). Southern Cross is entitled to a 1.525% net smelter royalty on copper production. The royalty is for a period initially through January 1, 2035 that may be extended by Southern Cross at its sole discretion through the duration of the mining rights and is subject to the Company's option to reduce the royalty amount by 50% any time after January 1, 2023, subject to a one-time payment.
Agreement with Osisko Bermuda Limited ("Osisko")
Pursuant to a long-term streaming agreement made in 2015, that covers the life of mine, the Company delivers 100% of the payable silver sold by Mantos Blancos to Osisko Bermuda Limited ("Osisko"). Osisko pays a cash price of 8% of the spot price at the time of each delivery, in addition to an upfront acquisition price previously paid. After 19.3 million ounces of silver have been delivered under the agreement, the stream will be reduced to 40%. Mantos Blancos has delivered 7.1 million silver ounces from contract inception until September 30, 2025.
Agreement with Jetti Resources, LLC (“Jetti”)
Under the terms of the 2019 agreement, the Company is required to make quarterly royalty payments to Jetti based on an additional net profits calculation resulting from cathode production at the Pinto Valley mine. The initial term of the agreement is ten years, renewable for 5-year terms thereafter.
Offtake agreements
The Company entered into an offtake agreement with Boliden Commercial AB (“Boliden”) for 75,000 tonnes of copper concentrates in each contract year. The offtake agreement expires ten years after the commencement of commercial production at the MVDP, subject to potential extension if less than 750 thousand tonnes of copper concentrates have been delivered at the contract term.
MMC agreed to provide a $60 million COF in exchange for additional offtake of copper concentrate production under a 10-year contract. The offtake agreement includes Mantoverde agreeing to sell 30% of its annual copper production per year delivered for its equivalent in copper concentrates, plus an additional amount of 30,000 tonnes of copper concentrate as a result of fully utilizing the COF that was provided by MMC in connection with the MVDP. The agreement between MMC and Mantoverde to sell 30% of its annual copper production is for the duration of the Mantoverde commercial mine life. The amount payable for copper is based on average LME prices, subject to certain terms (Note 13).
Construction of wastewater treatment plant
On January 31, 2025, the Company signed a 35-year agreement with Empresa Concesionaria de Servicios Sanitarios S.A. ("ECONSSA") to secure a long-term water supply by reusing treated wastewater from Antofagasta and increasing water recycling at the Mantos Blancos mine. The project involves a third-party constructing a wastewater treatment plant, expected to be operational in 2028. The agreement entails future capital commitments in 2028 and 2033 proportionate to the Company's share of treated wastewater from the plant, potential cost savings from increased water reuse, and long-term supply security for the mine.
34
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Other
The Company has contractual agreements extending until 2026 and 2033 to purchase water for operations at Mantos Blancos.
The Company has contractual agreements for the purchase of power for operations at Mantos Blancos and Mantoverde, extending until 2038 and 2039, respectively. The Company also entered into a contractual agreement for access to a power transmission plant for the Santo Domingo development project, for a period of 12 years from the date the transmission facility construction was completed, in Q4 2023.
24. Royalties
| Royalties | ||||||
|---|---|---|---|---|---|---|
| Three months | ended | Nine months ended | ||||
| September | 30, | September 30, | ||||
| 2025 | 2024 | 2025 2024 |
||||
| Royalties paid to third parties Royalties Ad-valorem |
$ | (4,289) $ (4,098) |
(2,897) (2,231) |
$ |
(10,814) $ (9,129) (11,180) (5,708) |
|
| Total royalties | $ | (8,387) $ |
(5,128) | $ | (21,994) $ (14,837) |
25. Other Income (Expense)
Details are as follows:
| Details are as follows: | |||||
|---|---|---|---|---|---|
| Three months | ended | Nine months ended | |||
| September | 30, | September 30, | |||
| 2025 | 2024 | 2025 | 2024 | ||
| Care and maintenance expense | $ | (82)$ | (188)$ | (276)$ | (2,313) |
| Gold stream obligation | (1,922) | (600) | (4,325) | (1,300) | |
| Restructuring costs | — | — | — | (422) | |
| Gain on extinguishment of debt_(Note 15)_ | — | — | 5,431 | — | |
| (Loss) gain on disposal of assets and other | (2,176) | — | (2,266) | 1,263 | |
| Collective bargaining costs | (2,071) | — | (4,901) | — | |
| Miscellaneous other expense | **(4,206) ** | (2,214) | **(8,910) ** | (8,595) | |
| Total other income(expense) | $ | (10,457) $ | (3,002) $ | (15,247) $ | (11,367) |
35
Notes to the Condensed Interim Consolidated Financial Statements
Capstone Copper Corp.
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
26. Finance Income and Costs
Details of finance income and costs are as follows:
| Three months | Three months | ended | Nine months ended | Nine months ended | Nine months ended | ||||
|---|---|---|---|---|---|---|---|---|---|
| September | 30, | September 30, | |||||||
| 2025 | 2024 | 2025 | 2024 | ||||||
| Interest income | $ | 1,908 | $ | 1,225 | $ | 5,866 | $ | 4,020 | |
| Interest on Senior Unsecured Notes | (9,801) | — | (20,891) | — | |||||
| Interest on RCF | (3,528) | (6,283) | (9,097) | (21,097) | |||||
| Interest on MVDP facility/Term loan | (2,618) | (11,380) | (20,192) | (33,420) | |||||
| Interest on working capital facilities Commitment and guarantee fees |
(1,449) (1,015) |
(1,007) (1,639) |
(4,802) (5,103) |
(1,458) (4,388) |
|||||
| Interest on shareholder loans and COF | (3,917) | (4,372) | (11,748) | (12,576) | |||||
| Lease liability interest_(i)_ | (5,196) | (3,129) | (14,280) | (5,926) | |||||
| Accretion of deferred revenue | (2,319) | (2,344) | (6,955) | (7,032) | |||||
| Accretion on decommissioning & restoration | |||||||||
| provisions | (3,286) | (2,871) | (9,743) | (8,741) | |||||
| Accretion on payable on purchase of NCI | — | (535) | (512) | (1,480) | |||||
| Accretion on Minto obligation and other | |||||||||
| provisions | 81 | (377) | (674) | (1,300) | |||||
| Amortization of financing fees | (965) | (162) | (2,246) | (348) | |||||
| Other interest | (3,123) | (1,329) | (8,063) | (3,529) | |||||
| Sub-total | $ | **(35,228) ** | $ | (34,203) | $ | **(108,440) ** | $ | (97,275) | |
| Less interest and accretion on leases capitalized | |||||||||
| to construction inprogress | 157 | 25,100 | 478 | 72,150 | |||||
| Total finance cost,net | $ | **(35,071) ** | $ | (9,103) | $ | **(107,962) ** | $ | (25,125) |
i. A portion of accretion on leases has been capitalized to construction in progress.
Finance income (expense) are as follows:
| Three months | ended | Nine | months ended | months ended | September | ||
|---|---|---|---|---|---|---|---|
| September | 30, | 30, | |||||
| 2025 | 2024 | 2025 | 2024 | ||||
| Finance income | $ | 1,908$ | 1,225 | $ | 5,866 | $ | 4,020 |
| Finance cost | **(36,979) ** | (10,328) | **(113,828) ** | (29,145) | |||
| Total finance cost,net | $ | (35,071) $ | (9,103) | $ | **(107,962) ** | $ | (25,125) |
27 Foreign Exchange
Details of foreign exchange (loss) gain are as follows:
| Details of foreign exchange (loss) gain are as | follows: | ||||
|---|---|---|---|---|---|
| Three months | ended | Nine months ended | |||
| September | 30, | September 30, | |||
| 2025 | 2024 | 2025 | 2024 | ||
| Unrealized foreign exchange gain (loss) | $ | 657$ | (7,719)$ | (6,718)$ | (1,373) |
| Realized foreign exchangegain(loss) | 3,946 | 2,338 | **(2,410) ** | 5,209 | |
| Total foreign exchangegain(loss) | $ | 4,603$ | (5,381) $ | (9,128) $ | 3,836 |
36
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
28. Segmented Information
The Company is engaged in mining, exploration and development of mineral properties, and has operating mines in the US, Chile and Mexico. The Company has six reportable segments as identified by the individual mining operations of Pinto Valley (US), Mantos Blancos (Chile), Mantoverde (Chile), Cozamin (Mexico), as well as the Santo Domingo development project (Chile) and Other. Early stage exploration, other and corporate operations are reported in the Other segment. Intercompany revenue and expense amounts have been eliminated within each segment in order to report on the basis that management uses internally for evaluating segment performance. Total assets and liabilities do not reflect intercompany balances, which have been eliminated on consolidation. Segments are operations reviewed by the CEO, who is considered to be the chief operating decision maker.
37
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Operating segment details are as follows:
| Three months ended September 30, 2025 | |
|---|---|
| Mantoverde Mantos Blancos Pinto Valley Cozamin Santo Domingo Other Total |
|
| Revenue Copper concentrate Copper cathode Silver Molybdenum Gold Treatment and selling costs Pricing and volume adjustments(ii) |
$ 146,900 $ 153,331 $ 91,835 $ 53,126 $ — $ — $ 445,192 84,116 19,102 4,182 — — — 107,400 — 861 1,776 11,341 — — 13,978 — — 1,169 — — — 1,169 28,012 — (849) — — — 27,163 (6,967) (1,836) (1,557) (310) — — (10,670) 17,482 6,493 2,624 1,476 — (13,868) 14,207 |
| Net revenue Production costs Royalties Depletion and amortization |
269,543 177,951 99,180 65,633 — (13,868) 598,439 (139,512) (84,651) (77,357) (28,099) — (24) (329,643) (2,380) (4,419) (270) (1,318) — — (8,387) (50,574) (55,071) (13,387) (9,255) — (604) (128,891) |
| Income (loss) from mining operations General and administrative expenses Exploration expenses Impairment reversal on mineral properties Share-based compensation expense |
77,077 33,810 8,166 26,961 — (14,496) 131,518 — — (1) (19) (107) (8,962) (9,089) (182) 198 — (5) (148) (299) (436) — — — — 209,476 — 209,476 (267) (800) (57) — — (6,294) (7,418) |
| Income (loss) from operations Realized and unrealized (losses) gains on derivative instruments Other (expense) income - net Net finance costs |
76,628 33,208 8,108 26,937 209,221 (30,051) 324,051 — — — — — (1,801) (1,801) (71) 514 (3,835) (1,473) (1,814) 825 (5,854) (11,506) (3,504) (2,318) (2,313) (541) (14,889) (35,071) |
| Income (loss) before income taxes Income tax(expense) recovery |
65,051 30,218 1,955 23,151 206,866 (45,916) 281,325 (3,787) (10,021) (2,417) (7,113) — 4,474 (18,864) |
| Total net income(loss) | $ 61,264 $ 20,197 $ (462) $ 16,038 $ 206,866 $(41,442) $ 262,461 |
| Mineral properties, plant & equipment additions |
$ 43,631 $ 59,507 $ 59,468 $ 5,543 $ 15,927 $ 1,385 $ 185,461 |
i. Intersegment sales and transfers are eliminated in the table above.
ii. Included in pricing and volume adjustments are realized and unrealized (losses) gains on the Company's quotational pricing copper contracts. Other revenue is related to the net changes on quotational period hedges.
38
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
| Three months ended September 30,2024 | |
|---|---|
| Mantoverde Mantos Blancos Pinto Valley Cozamin Santo Domingo Other Total |
|
| Revenue Copper concentrate (iiii) Copper cathode Silver Molybdenum Gold Treatment and selling costs Pricingand volume adjustments |
$ 54,946 $ 74,422 $ 118,294 $ 54,283 $ — $ — $ 301,945 85,328 15,603 6,746 — — — $ 107,677 — (215) 2,234 8,788 — — $ 10,807 — — (74) — — — (74) 6,666 — 2,534 — — — 9,200 (4,504) (3,627) (8,182) (2,887) — — (19,200) 5,902 2,895 1,787 284 — (1,833) 9,035 |
| Net revenue Production costs Royalties Depletion and amortization |
148,338 89,078 123,339 60,468 — (1,833) 419,390 (97,562) (72,627) (82,019) (26,606) — — (278,814) (1,359) (2,199) (421) (1,149) — — (5,128) (14,868) (30,387) (15,974) (10,290) — — (71,519) |
| Income (loss) from mining operations General and administrative expenses Exploration expenses Share-based compensation expense |
34,549 (16,135) 24,925 22,423 — (1,833) 63,929 — — — (33) (87) (8,101) (8,221) — — 2 (13) (2) (75) (88) — — — — — (4,106) (4,106) |
| Income (loss) from operations Unrealized and realized gains on derivative instruments Other (expense) income - net Net finance costs |
34,549 (16,135) 24,927 22,377 (89) (14,115) 51,514 (4,725) — — — — 4,397 (328) (2,606) (3,135) (613) (143) (730) (1,156) (8,383) (2,568) (3,020) (1,364) (2,171) (518) 538 (9,103) |
| Income (loss) before income taxes Income tax expense recovery |
24,650 (22,290) 22,950 20,063 (1,337) (10,336) 33,700 (9,246) 8,140 (3,771) (8,944) — (2,888) (16,709) |
| Total net income (loss) Mineral properties, plant & equipment additions |
$ 15,404 $ (14,150) $ 19,179 $ 11,119 $ (1,337) $ (13,224) $ 16,991 81,477 76,964 48,409 5,974 1,546 5,571 219,941 |
39
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
| Nine months ended September 30, 2025 | |
|---|---|
| Mantoverde Mantos Blancos Pinto Valley Cozamin Santo Domingo Other Total |
|
| Revenue Copper concentrate Copper cathode Silver Molybdenum Gold Treatment and selling costs Pricing and volume adjustments (ii) |
$ 467,683 $ 372,519 $ 273,752 $ 167,424 $ — $ — 1,281,378 234,137 53,451 16,507 — — — 304,095 — 2,017 4,934 29,672 — — 36,623 — — 1,181 — — — 1,181 71,029 — 2,601 — — — 73,630 (21,768) (4,966) (8,635) (1,748) — — (37,117) 27,296 8,580 6,186 2,744 —(29,672) 15,134 |
| Net revenue Production costs Royalties Depletion and amortization |
778,377 431,601 296,526 198,092 — (29,672) 1,674,924 (422,205) (216,332) (245,806) (75,747) — (726) (960,816) (6,972) (10,659) (1,489) (2,874) — — (21,994) (150,152) (139,243) (48,990) (29,258) — (1,031) (368,674) |
| Income (loss) from mining operations General and administrative expenses Exploration expenses Impairment reversal on mineral properties Share-based compensation expense |
199,048 65,367 241 90,213 — (31,429) 323,440 — — (1) (65) (157) (25,577) (25,800) (1,084) (780) — (16) (711) (705) (3,296) — — — — 209,476 — 209,476 (401) (1,291) (1,135) (475) (106) (11,831) (15,239) |
| Income (loss) from operations Realized and unrealized (losses) gains on derivative instruments Foreign exchange (loss) gain and other expenses Net finance(costs) |
197,563 63,296 (895) 89,657 208,502 (69,542) 488,581 (45) — — — — (7,755) (7,800) (7,371) (4,933) (5,892) (2,215) (4,217) 253 (24,375) (48,846) (11,260) (5,724) (6,581) (1,703) (33,848) (107,962) |
| Income (loss) before income taxes Income tax(expense) recovery |
141,301 47,103 (12,511) 80,861 202,582 (110,892) 348,444 (26,889) (14,637) 3,004 (25,842) — 7,247 (57,117) |
| Total net income(loss) | $ 114,412 $ 32,466 $(9,507) $ 55,019 $ 202,582 $(103,645) $ 291,327 |
| Mineral properties, plant & equipment additions |
$ 123,378 $ 148,436 $ 149,279 $ 17,177 $ 42,831 $ 4,062 $ 485,163 |
- i. Inter-segment sales and transfers are eliminated in the table above.
ii. Included in pricing and volume adjustments are realized and unrealized gains (losses) on the Company's quotational pricing copper contracts. Other revenue is related to the net changes on quotational period hedges.
40
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
| Nine months ended September 30,2024 | |
|---|---|
| Mantoverde Mantos Blancos Pinto Valley Cozamin Santo Domingo Other Total |
|
| Revenue Copper concentrate (iii) Copper cathode Silver Molybdenum Gold Zinc Treatment and selling costs Pricingand volume adjustments |
$ 54,946 $ 231,780 $ 398,086 $ 160,554 $ — $ — $ 845,366 253,778 49,905 20,542 — — — $ 324,225 — 302 5,875 25,186 — — $ 31,363 — — 1,686 — — — $ 1,686 6,666 — 2,396 — — — $ 9,062 — — — — — — $ — (5,327) (10,802) (28,039) (8,490) — — $ (52,658) 5,819 (900) 1,866 2 — (13,491)$ (6,704) |
| Net revenue Production costs Royalties Depletion and amortization |
315,882 270,285 402,412 177,252 — (13,491) 1,152,340 (248,780) (208,521) (238,327) (76,509) — — (772,137) (3,014) (6,682) (1,781) (3,360) — — (14,837) (46,989) (75,811) (57,219) (30,835) — —(210,854) |
| Income (loss) from mining operations General and administrative expenses Exploration expenses Share-based compensation expense |
17,099 (20,729) 105,085 66,548 — (13,491) 154,512 — — (54) (74) (133) (22,127) (22,388) — — 1 (30) (17) (517) (563) — — — — — (15,808) (15,808) |
| Income (loss) from operations Unrealized and realized gain on derivative instruments Foreign exchange gain (loss) and other expenses Net finance costs |
17,099 (20,729) 105,032 66,444 (150) (51,943) 115,753 (3,243) — — — — (4,963) (8,206) 2,349 (4,281) (3,900) 156 (1,273) 6,679 (270) (5,139) (6,357) (3,492) (6,765) (1,568) (1,804) (25,125) |
| Income (loss) before income taxes Income tax(expense)recovery |
11,066 (31,367) 97,640 59,835 (2,991) (52,031) 82,152 (4,939) 10,124 (17,158) (24,909) — (6,554) (43,436) |
| Total net income (loss) Mineral properties, plant & equipment additions |
$ 6,127 $ (21,243) $ 80,482 $ 34,926 $ (2,991) $ (58,585) $ 38,716 298,589 163,776 86,616 18,562 9,579 7,394 584,516 |
| As at September 30, 2025 | |
|---|---|
| Mantoverde Mantos Blancos Pinto Valley Cozamin Santo Domingo Other Total |
|
| Mineral properties, plant and equipment |
$ 2,989,612 $ 1,106,658 $ 933,838 $ 229,169 $ 760,076 $ 13,175 $ 6,032,528 |
| Total assets | $ 3,442,428 $ 1,308,852 $ 1,061,506 $ 286,092 $ 777,151 $ 98,510 $ 6,974,539 |
| Total liabilities | $ 1,204,235 $ 495,828 $ 294,117 $ 242,512 $ 83,931 $ 892,267 $ 3,212,890 |
| As at December 31,2024 | |
|---|---|
| Mantoverde Mantos Blancos Pinto Valley Cozamin Santo Domingo Other Total |
|
| Mineral properties, plant and equipment |
$ 3,036,851 $ 1,094,793 $ 831,741 $ 238,600 $ 507,820 $ 8,444 $ 5,718,249 |
| Total assets | $ 3,286,662 $ 1,212,455 $ 957,907 $ 284,552 $ 521,552 $ 101,904 $ 6,365,032 |
| Total liabilities | $ 1,491,755 $ 432,979 $ 252,840 $ 237,969 $ 66,485 $ 420,196 $ 2,902,224 |
41
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
29. Subsequent Events
On October 13, 2025, Capstone entered into an agreement with fund entities managed by Orion Resources Partners LP (“Orion”) pursuant to which Orion will acquire a 25% interest in the Santo Domingo Project (the “Project” or “Santo Domingo”) and the Sierra Norte Project (“Sierra Norte”) for total cash consideration of up to $360 million (the “Transaction”). The main terms of the investment are as follows:
-
$300 million as an initial cash contribution that consists of $225 million upon Final Investment Decision (“FID”) and $75 million matching contribution within six months of FID,
-
Orion will also fund its pro-rata share of future equity capital contributions,
-
Up to $60 million in contingent cash considerations payable to Capstone upon the achievement of certain milestones,
Concurrent with the transaction, Capstone and Orion entered into an equity subscription agreement pursuant to which Orion will subscribe for common shares of the Company for cash consideration of $10 million at a price representing a 5% premium to the five-day volume-weighted average price, prior to announcement and subject to approval by the Toronto Stock Exchange.
42