AI assistant
Capstone Copper Corp. — Interim / Quarterly Report 2025
May 1, 2025
48344_rns_2025-05-01_a6fa4edc-42e9-4bc6-a6ea-59baa5ff17f5.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
==> picture [274 x 122] intentionally omitted <==
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
March 31, 2025
(Expressed in United States (“US”) Dollars)
Capstone Copper Corp.
Condensed Interim Consolidated Statements of Financial Position As at March 31, 2025 and December 2024
unaudited - expressed in thousands of US dollars
| ASSETS | March 31, 2025 | December 31,2024 | ||
|---|---|---|---|---|
| Current | ||||
| Cash and cash equivalents | $ | 343,670 | $ | 131,593 |
| Short-term investments | 754 | 753 | ||
| Receivables_(Note 7)_ | 222,136 | 147,765 | ||
| Inventories_(Note 8)_ | 218,111 | 209,448 | ||
| Derivative assets_(Note 6)_ | 8,579 | 24,618 | ||
| Other assets_(Note 10)_ | 26,139 | 32,070 | ||
| 819,389 | 546,247 | |||
| Mineral properties, plant and equipment_(Note 9)_ | 5,714,838 | 5,718,249 | ||
| Derivative assets_(Note 6)_ | 7,933 | 11,723 | ||
| Deferred income tax assets | 55,031 | 50,475 | ||
| Other assets_(Note 10)_ | 37,461 | 38,338 | ||
| Total assets | $ | 6,634,652 | $ | 6,365,032 |
| LIABILITIES | ||||
| Current | ||||
| Accounts payable and accrued liabilities | $ | 354,708 | $ | 330,183 |
| Current portion of long-term debt_(Note 14)_ | 95,773 | 85,748 | ||
| Current portion of due to related party_(Note 12)_ | 6,486 | 6,486 | ||
| Lease liabilities_(Note 13)_ | 49,472 | 46,646 | ||
| Derivative liabilities_(Note 6)_ | 4,247 | 2,369 | ||
| Income taxes payable | 8,170 | 16,345 | ||
| Other liabilities_(Note 11)_ | 182,191 | 206,287 | ||
| 701,047 | 694,064 | |||
| Long-term debt_(Note 14)_ | 977,946 | 736,008 | ||
| Due to related party_(Note 12)_ | 241,994 | 240,589 | ||
| Deferred revenue_(Note 15)_ | 145,989 | 146,017 | ||
| Lease liabilities_(Note 13)_ | 195,757 | 200,323 | ||
| Derivative liabilities_(Note 6)_ | 573 | 1,340 | ||
| Provisions_(Note 17)_ | 241,854 | 234,761 | ||
| Deferred income tax liabilities_(Note 16)_ | 643,183 | 636,783 | ||
| Other liabilities_(Note 11)_ | 20,766 | 12,339 | ||
| Total liabilities | $ | 3,169,109 | $ | 2,902,224 |
| EQUITY | ||||
| Share capital | $ | 2,754,103 | $ | 2,753,196 |
| Other reserves | 50,353 | 47,355 | ||
| Retained earnings | 247,269 | 254,054 | ||
| Total equity attributable to equity holders of the Company | 3,051,725 | 3,054,605 | ||
| Non-controllinginterest_(Note 12)_ | 413,818 | 408,203 | ||
| Total equity | 3,465,543 | 3,462,808 | ||
| Total liabilities and equity | $ | 6,634,652 | $ | 6,365,032 |
See accompanying notes to these condensed interim consolidated financial statements.
2
Capstone Copper Corp.
Condensed Interim Consolidated Statements of Loss Three Months Ended March 31, 2025 and 2024
unaudited - expressed in thousands of US dollars, except share and per share amounts
| Revenue(Note 19) Operating costs Production costs Royalties Depletion and amortization Earnings from mining operations General and administrative expenses Exploration expenses (Note 9) Share-based compensation expense(Note 18) Income from operations Other (expense) income Foreign exchange (loss) gain Realized and unrealized losses on derivative instruments_(Note 6) Other expense (Note_ 23 ) Finance income_(Note 24) Finance expense(Note 24) Income before income taxes Income tax expense(Note 16)_ Net loss |
2025 2024 |
|---|---|
| $ 533,324$ 339,897 |
|
| (322,324) (249,036) (5,741) (4,600) (120,399) (68,188) |
|
| 84,860 18,073 |
|
| (8,443) (5,905) (525) (310) (4,163) (7,127) |
|
| 71,729 4,731 |
|
| (8,882) 12,743 (7,388) (3,738) (5,835) (4,280) 1,001 1,646 (36,683) (10,129) |
|
| 13,942 973 |
|
| (15,112) (6,739) |
|
| $ (1,170) $ (5,766) |
|
| Net loss attributable to: Shareholders of Capstone Copper Corp. Non-controllinginterest_(Note 12)_ |
$ (6,785)$ (4,837) 5,615 (929) |
| $ (1,170) $ (5,766) |
|
| Net loss per share attributable to shareholders of Capstone Copper Corp. |
|
| Loss per share - basic_(Note 20) Weighted average number of shares - basic (Note 20)_ |
$ (0.01)$ (0.01) 761,966,779 728,558,632 |
| Loss per share - diluted_(Note 20) Weighted average number of shares - diluted (Note 20)_ |
$ (0.01)$ (0.01) 761,966,779 728,558,632 |
See accompanying notes to these condensed interim consolidated financial statements.
3
Capstone Copper Corp. Condensed Interim Consolidated Statements of Comprehensive Loss Three Months Ended March 31, 2025 and 2024
unaudited - expressed in thousands of US dollars
| Net loss Other comprehensive income ("OCI") Items that will not be reclassified subsequently to profit or loss Change in fair value of marketable securities, net of tax of $nil (2024 - $nil) Total other comprehensive income for the period Total comprehensive loss Total comprehensive loss attributable to: Shareholders of Capstone Copper Corp. Non-controllinginterest_(Note 12)_ |
2025 2024 |
|---|---|
| $ (1,170) $ (5,766) |
|
| 270 69 270 69 |
|
| 270 69 |
|
| $ (900) $ (5,697) |
|
| $ (6,515)$ (4,768) 5,615 (929) |
|
| $ (900) $ (5,697) |
See accompanying notes to these condensed interim consolidated financial statements.
4
Capstone Copper Corp.
Condensed Interim Consolidated Statements of Cash Flows Three Months Ended March 31, 2025 and 2024
unaudited - expressed in thousands of US dollars
| 2025 2024 |
|
|---|---|
| Cash provided by (used in): Operating activities Net loss Adjustments for: Depletion and amortization_(Note 21) Income tax expense(Note 16) Inventory write-down (Note 8) Share-based compensation expense(Note 18) Net finance costs(Note 24) Unrealized loss (gain) on foreign exchange and other Unrealized loss on derivatives(Note 6) Gold stream obligation(Note 23) Loss (gain) on disposal of assets Amortization of deferred revenue and variable consideration adjustments(Note 15) Income taxes paid Payments on Minto obligation(Note 17) Other payments Operating cash flow before working capital and other non-cash changes Changes in non-cash working capital(Note 21) Other non-cash changes(Note 21) Operating cash flow Investing activities Mineral properties, plant and equipment additions Finance costs capitalized on construction in progress Proceeds on disposal of assets and other Investing cash flow Financing activities Proceeds from borrowings(Note 14) Repayment of borrowings(Note 14) Net proceeds on other liabilities (Note 11) Proceeds of borrowings from related party(Note 12) Repayment of borrowings from related party(Note 12) Payment on purchase of Non-Controlling Interest ("NCI")(Note 12) Repayment of lease obligations(Note 13) Proceeds from the exercise of options Net proceeds from issuance of shares(Note 18)_ Net proceeds for settlement of derivatives Interest and finance costs paid Financing cash flow Effect of exchange rate changes on cash and cash equivalents Increase in cash and cash equivalents Cash and cash equivalents - beginningofperiod |
$ (1,170)$ (5,766) 120,399 69,571 15,112 6,739 645 (1,001) 4,163 7,127 35,682 8,483 5,150 (7,402) 10,901 2,334 1,656 600 33 (1,263) (2,330) (2,999) (22,593) (10,582) (1,408) (2,883) (165) (834) |
| 166,075 62,124 |
|
| (46,039) (22,548) 1,773 (907) |
|
| 121,809 38,669 |
|
| (107,048) (97,074) — (21,252) — 1,389 |
|
| (107,048) (116,937) |
|
| 659,744 76,500 (409,058) (258,500) 17,000 7,721 — 21,000 (1,622) — (34,600) — (17,701) (12,292) 115 641 — 252,947 3,297 408 (19,976) (3,745) |
|
| 197,199 84,680 |
|
| 117 (1,397) |
|
| 212,077 5,015 131,593 126,016 |
|
| Cash and cash equivalents - end ofperiod | $ 343,670$ 131,031 |
| Supplemental cash flow information_(Note 21)_ |
See accompanying notes to these condensed interim consolidated financial statements.
5
Capstone Copper Corp.
Condensed Interim Consolidated Statements of Changes in Equity Three Months Ended March 31, 2025 and 2024
unaudited - expressed in thousands of US dollars, except share amounts
| January 1, 2025 Shares issued on exercise of options(Note 18) Shares issued under TSUP(Note 18) Share-based compensation(Note 18) Change in fair value of marketable securities Net(loss) 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 24,850 115 — — — — — 115 — 115 231,131 792 (792) — — — — — — — — — 3,519 — — — — 3,519 — 3,519 — — — 271 — — — 271 — 271 — — — — — — (6,785) (6,785) 5,615 (1,170) |
|
| March 31, 2025 | 762,150,156 $ 2,754,103 $ 63,412 $ 4,038 $ (17,101) $ 4 $ 247,269 $ 3,051,725 $ 413,818 $ 3,465,543 |
| 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 Net loss |
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 3,066,122 415,339 950 (309) — — — — 641 — 641 — — 3,284 — — — — 3,284 — 3,284 368,572 978 (978) — — — — — — — — — — — — 687 2,129 2,816 — 2,816 56,548,000 252,947 — — — — — 252,947 — 252,947 — — — 69 — — — 69 — 69 — — — — — — (4,837) (4,837) (929) (5,766) |
|
| March 31, 2024 | 753,405,064 $ 2,706,447 $ 61,238 $ (1,237)$ (17,101)$ (18)$ 166,178 $ 2,915,507 $ 404,606 $ 3,320,113 |
See accompanying notes to these condensed interim consolidated financial statements.
6
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 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 March 31, 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 May 1, 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.
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.
7
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
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 months ended March 31, 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. The Company is in the process of assessing the impact of this new standard on the Company's financial statements.
8
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
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.
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.
9
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
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 March 31, 2025 the Company’s classification of financial instruments within the fair value hierarchy are summarized below:
| Level 1 | Level 2 | Level 3 | Total | ||
|---|---|---|---|---|---|
| Financial assets | |||||
| Short-term investments | $ | 754 $ | — $ | — $ |
754 |
| Copper cathode receivables(Note 7) | — | 39,869 | — | 39,869 | |
| Copper concentrate receivables(Note 7) | — | 116,426 | — | 116,426 | |
| Derivative assets | — | 16,512 | — | 16,512 | |
| Investment in marketable securities(Note 10) | 957 | — | — | 957 | |
| $ | 1,711 $ | 172,807 $ | — $ |
174,518 | |
| Financial liabilities | |||||
| Derivative liabilities | $ | — $ | 4,820 $ | — $ |
4,820 |
| Gold stream liability (Note 11) | — | — | 10,800 | 10,800 | |
| $ | — $ | 4,820 $ | 10,800 $ |
15,620 |
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 months ended March 31, 2025.
Set out below are the Company’s financial assets by category:
| March 31, 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) |
$ — $ — $ 343,670 $ 343,670 754 — — 754 39,869 — — 39,869 116,426 — — 116,426 — — 33,100 33,100 16,512 — — 16,512 — 957 — 957 |
| $ 173,561 $ 957 $ 376,770 $ 551,288 |
10
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 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)_ |
$ — $ — $ 131,593 $ 131,593 753 — — 753 67,646 — — 67,646 29,331 — — 29,331 — — 27,120 27,120 36,341 — — 36,341 — 686 — 686 |
| $ 134,071 $ 686 $ 158,713 $ 293,470 |
Set out below are the Company’s financial liabilities by category:
| March 31, 2025 Fair value through profit or loss Amortized cost Total $ — $ 354,708 $ 354,708 — 1,073,719 1,073,719 — 248,480 248,480 4,820 — 4,820 — 133,831 133,831 10,800 — 10,800 $ 15,620 $ 1,810,738 $ 1,826,358 |
|
|---|---|
| Accounts payable and accrued liabilities Long-term debt(Note 14) Due to related party(Note 12) Derivative liabilities Working capital facilities (Note 11) Gold stream obligation(Note 11) |
|
| December 31,2024 | |
|---|---|
| Fair value through profit or loss Amortized cost Total |
|
| Accounts payable and accrued liabilities Long-term debt_(Note 14) Due to related party(Note 12) 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 months ended March 31, 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 Months Ended March 31, 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 March 31, 2025, the Company’s derivative financial instruments are composed of copper quotational pricing contracts, copper zero-cost collar contracts, interest rate swap 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 March 31, 2025, are as follows:
| Type | Contract description | Remaining term | Put strike | Call strike / Fixed rate |
Notional tonnes / Quantity |
MTM Value |
|---|---|---|---|---|---|---|
| Interest rate | Fixed-for-floating swaps adjusted SOFR |
April 2025 - March 2030 |
— |
1.015% | $313.9 million USD |
$15,451 |
| Interest rate | Floor options adjusted SOFR |
April 2025 - September 2025 |
— | 0% | $313.9 million USD |
|
| Foreign currency |
Foreign exchange ZCC - CLP |
April - December 2025 |
900.00 930.00 |
981.50 1,069.00 |
72.4 billion CLP |
$209 |
| Foreign currency |
Foreign exchange ZCC - CLP |
January - December 2026 |
850.00 | 965.00 1,000.00 |
20.2 billion CLP |
$(729) |
| Foreign currency |
Foreign exchange ZCC - CAD |
April - December 2025 |
1.36 1.37 |
1.42 1.44 |
$15.3 million CAD |
$(129) |
| Foreign currency |
Foreign exchange ZCC - MXN |
April - December 2025 |
18.75 19.50 |
22.00 23.20 |
281.9 million MXN |
$(71) |
| Commodity | CommodityZCC - Copper | April - December 2025 |
4.15 | 4.83 4.90 |
23,326 tonnes |
$1,008 |
| Quotational pricing contracts |
Copper time-spread swaps |
April - June 2025 | — | — | 17,071 tonnes |
$(4,047) |
| Total outstandingderivative instruments as at March 31,2025 | $11,692 |
12
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 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:
| March 31, 2025 December 31,2024 |
|
|---|---|
| Derivative financial assets: Foreign currency contracts Interest rate swap contracts Copper commodity contracts Quotational pricing contracts |
$ 53$ — 7,518 8,080 1,008 10,545 — 5,993 |
| ~~Sh~~ ~~h~~ ~~t~~ Total derivative financial assets - current Interest rate swapcontracts |
8,579 24,618 |
| 7,933 11,723 |
|
| Total derivative financial assets - non-current Derivative financial liabilities: |
$ 7,933$ 11,723 |
| Foreign currency contracts Quotationalpricingcontracts |
200 2,369 4,047 — |
| Total derivative financial liabilities - current | $ 4,247$ 2,369 |
| Foreign currencycontracts | 573 1,340 |
| Total derivative financial liabilities - non-current | $ 573$ 1,340 |
| Set out below are the Company’s realized and unrealized gains and losses on derivative financial instruments: Three months ended March 31, 2025 2024 |
|
| Unrealized (loss)/gain on derivative financial instruments: Foreign currency contracts $ 2,990$ (6,501) Copper commodity contracts (9,537) 4,134 Interest rate swapcontracts (4,355) 33 |
|
| Total unrealized loss on derivative financial instruments (10,902) (2,334) Realized gain/(loss) on derivative financial instruments: Foreign currency contracts (50) (699) Copper commodity contracts 267 (6,684) Interest rate swapcontracts 3,297 5,979 |
|
| Total realized gain/(loss) on derivative financial instruments 3,514 (1,404) |
|
| Total unrealized and realized (loss) on derivative financial instruments: $ (7,388) $ (3,738) |
* 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 19).
13
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2025 and 2024
Capstone Copper Corp.
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
7. Receivables
Details are as follows:
| Details are as follows: | ||||
|---|---|---|---|---|
| March 31, 2025 | December | 31,2024 | ||
| Copper concentrate | $ | 116,426 | $ | 67,646 |
| Copper cathode | 39,869 | 29,331 | ||
| Value added taxes and other taxes receivable | 22,082 | 19,083 | ||
| Income taxes receivable | 10,659 | 4,585 | ||
| Other receivables | 33,100 | 27,120 | ||
| Total receivables | $ | 222,136 | $ | 147,765 |
During Q2 2024, the Company came to an agreement with the issuer of the surety bond who held title to a C$10 million trust account designated for payment of future costs related to the Minto obligation, in which these funds would be released to Capstone Copper over the course of the next year. As at March 31, 2025, the remaining trust balance of C$3.7 million (US$ 2.6 million) remains in other receivables.
8. Inventories
Details are as follows:
| March 31, 2025 | December | 31,2024 | ||
|---|---|---|---|---|
| Current: | ||||
| Materials and consumables | $ | 113,250 | $ | 112,674 |
| Ore stockpiles | 16,092 | 12,546 | ||
| Work-in-progress | 25,553 | 20,961 | ||
| Finished goods - copper cathode | 8,480 | 20,708 | ||
| Finishedgoods - copper concentrate | 54,736 | 42,559 | ||
| Total inventories - current | $ | 218,111 | $ | 209,448 |
| Non-current: | ||||
| Ore stockpiles (Note 10) (i) | 15,836 | 16,366 | ||
| Total inventories - non-current | $ | 15,836 | $ | 16,366 |
i. Non-current inventory is composed of ore stockpiles at the Mantos Blancos and Mantoverde mines.
During the three months ended March 31, 2025, concentrate and cathode inventories recognized as production costs, including depletion and amortization, amounted to $442.1 million (2024 – $317.2 million).
During the three months ended March 31, 2025, the Company recorded a write-downs of $0.6 million related to Mantoverde's cathode inventories which were recorded as production costs and depletion and amortization.
During the three months ended March 31, 2024, the Company recorded recovery write-downs of $1.0 million related to Mantoverde's cathode inventories and Pinto Valley's supplies inventories which were recorded as production costs and depletion and amortization.
14
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2025 and 2024
Capstone Copper Corp.
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
9. Mineral Properties, Plant and Equipment
Details are as follows:
| Details are as follows: | ||
|---|---|---|
| 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 Depletion and amortization |
$ 1,590,945 $ 456,961 $ 888,945 $ 2,353,985 $ 255,596 $ 171,817 $ 5,718,249 — 43,623 24,182 4,642 11,167 36,052 119,666 — — — (33) — — (33) 5,523 — — — — — 5,523 17,217 3,489 (16,902) 20,887 (772) (23,919) — (31,595) (35,878) — (51,583) (9,511) — (128,567) |
|
| At March 31, 2025, net | $ 1,582,090 $ 468,195 $ 896,225 $ 2,327,898 $ 256,480 $ 183,950 $ 5,714,838 |
|
| At March 31, 2025: Cost Accumulated amortization and impairment |
$ 2,212,751 $ 710,036 $ 896,225 $ 4,145,972 $ 408,528 $ 183,950 $ 8,557,462 (630,661) (241,841) —(1,818,074) (152,048) —(2,842,624) |
|
| Net carrying amount | $ 1,582,090 $ 468,195 $ 896,225 $ 2,327,898 $ 256,480 $ 183,950 $ 5,714,838 |
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 (2023 - $72.2 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 March | |||
| 31, | |||
| 2025 | 2024 | ||
| Exploration capitalized to mineral properties | $ | 6,511$ |
2,303 |
| Greenfield exploration expensed to the statement | |||
| of loss | 525 | 310 | |
| $ | 7,036$ |
2,613 |
Exploration capitalized to mineral properties during the period ended March 31, 2025 and 2024, relates to brownfield exploration at the Mantoverde, Mantos Blancos and Cozamin mines. Greenfield exploration expenses during the period ended March 31, 2025 and 2024 related primarily to exploration efforts in Chile.
15
Notes to the Condensed Interim Consolidated Financial Statements
Capstone Copper Corp.
Three Months Ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
As at March 31, 2025, the Revolving Credit Facility ("RCF") (Note 14) was secured by the Pinto Valley, Cozamin and Mantos Blancos mineral properties, and plant and equipment with a net carrying value of $2,155.8 million (December 31, 2024 – $2,133.1 million).
10. Other Assets
Details are as follows:
| March 31, 2025 | December | 31,2024 | ||
|---|---|---|---|---|
| Current: | ||||
| Prepaids | $ | 20,886 | $ | 24,418 |
| Other | 5,253 | 7,652 | ||
| Total other assets - current | $ | 26,139 | $ | 32,070 |
| Non-current: | ||||
| Prepayments | $ | 18,045 | $ | 18,045 |
| Ore stockpiles_(Note 8)_ | 15,836 | 16,366 | ||
| Value added taxes and other taxes receivable | 939 | 1,155 | ||
| Investments in marketable securities | 957 | 686 | ||
| Other | 1,684 | 2,086 | ||
| Total other assets - non-current | $ | 37,461 | $ | 38,338 |
11. Other Liabilities
Details are as follows:
| March 31, 2025 | December | 31,2024 | ||
|---|---|---|---|---|
| Current: | ||||
| Current portion of share-based payment obligations (Note 17) | $ | 5,673 | $ | 7,714 |
| Current portion of payable on purchase of NCI | — | 44,488 | ||
| Current portion of deferred revenue_(Note 15)_ | 11,405 | 11,389 | ||
| Current portion of Minto obligation_(Note 17)_ | 18,408 | 18,049 | ||
| Working capital facilities | 133,831 | 117,049 | ||
| Current portion of Gold stream obligation(Note 15) | 5,711 | 2,644 | ||
| Other | 7,163 | 4,954 | ||
| Total other liabilities - current | $ | 182,191 | $ | 206,287 |
| Non-current: | ||||
| Retirement benefit liabilities | $ | 5,234 | $ | 5,083 |
| Withholding tax payable in relation to the prior year’s payment to | ||||
| NCI holder | 10,400 | — | ||
| Gold stream obligation(Note 15) | 5,089 | 7,256 | ||
| Other | 43 | — | ||
| Total other liabilities - non-current | $ | 20,766 | $ | 12,339 |
16
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
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 three months ended March 31, 2025, the Company utilized $27 million from its working capital facilities and repaid $10 million.
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 of withholding tax payable to the Chilean government has been recognized as a longterm liability as it is payable in April 2026. During the three months ended March 31, 2025, $0.5 million (March 31, 2024 - $0.5 million) of accretion was recorded in finance expense in the consolidated statements of loss.
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 March 31, 2025 was a liability of $10.8 million (December 31, 2024 - $9.9 million).
12. Non-Controlling Interest
As part of the financing for the MVDP, Mitsubishi Materials Corporation ("MMC") acquired a 30% non-controlling interest in Mantoverde S.A., and agreed to make an additional $20 million contingent payment upon satisfaction of certain technical requirements relating to the expansion of the tailings storage facility.
In addition to the contingent arrangement, MMC agreed to provide a $60 million Cost Overrun Facility ("COF") in exchange for additional offtake of copper concentrate production under a 10-year contract (Note 25). The COF initially carried an interest rate of 3-month US$ 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 March 31, 2025, including accrued interest of $21.5 million (December 31, 2024 - $18.4 million), was $248.5 million (December 31, 2024 - $247.1 million). The interest rate on the shareholder loans as at March 31, 2025 was three-month adjusted SOFR of 4.31% (December 31, 2024 - 4.65%) plus 2.65% (December 31, 2024 - 2.65%) payable on the principal balance.
17
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 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 | — | 21,000 | 21,000 | |||||
| Interest expense | 1,097 | 2,864 | 3,961 | |||||
| Interest repayments | (1,109) | — | (1,109) | |||||
| Balance, March 31, 2024 | $ | 59,988 | $ | 159,735 | $ | 219,723 | ||
| Additions | — | 21,000 | 21,000 | |||||
| Repayment | (3,243) | — | (3,243) | |||||
| Interest expense | 3,257 | 9,583 | 12,840 | |||||
| Interest repayments | (3,245) | — | (3,245) | |||||
| Balance, December 31, 2024 | $ | 56,757 | $ | 190,318 | $ | 247,075 | ||
| Repayment | (1,622) | — | (1,622) | |||||
| Interest expense | 907 | 3,027 | 3,934 | |||||
| Interest repayments | (907) | — | (907) | |||||
| Balance, March 31, 2025 | $ | 55,135 | $ | 193,345 | $ | 248,480 | ||
| Less: currentportion | (6,486) | — | (6,486) | |||||
| Non-currentportion | $ | 48,649 | $ | 193,345 | $ | 241,994 |
Included in accounts receivable is $5.5 million owed to Mitsubishi Materials Corporation ("MMC"), a related party, (December 31, 2024 - $5.4 million payable).
| Year ended March 31, | Year ended December 31, | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Opening balance | $ | 408,203$ | 405,535 |
| Share of comprehensiveprofit for theperiod | 5,615 | 2,668 | |
| Non-controllinginterest | $ | 413,818$ | 408,203 |
18
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
13. Lease Liabilities
Details are as follows:
| Details are as follows: | ||
|---|---|---|
| Total | ||
| Balance, December 31, 2023 | $ | 136,499 |
| Additions | 46,728 | |
| Payments | (12,292) | |
| Accretion expense | 2,667 | |
| Foreign currencytranslation adjustment | 32 | |
| Balance, March 31, 2024 | $ | 173,634 |
| Additions | 111,607 | |
| Payments | (50,397) | |
| Accretion expense | 12,991 | |
| Foreign currencytranslation adjustment | (866) | |
| Balance, December 31, 2024 | $ | 246,969 |
| Additions (Note 9) | 11,167 | |
| Payments | (17,701) | |
| Accretion expense | 4,778 | |
| Foreign currencytranslation adjustment | 16 | |
| Balance, March 31, 2025 | $ | 245,229 |
| Less: currentportion | (49,472) | |
| Non-currentportion | $ | 195,757 |
19
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
14. Long-Term Debt
Details of the long-term debt balances are as follows:
| Mantoverde | |||||||
|---|---|---|---|---|---|---|---|
| Development | Senior Unsecured | Revolving Credit | |||||
| Project Facility | Notes | Facility | Total | ||||
| Balance, December 31, | |||||||
| 2023 | $ | 526,579 | $ | 472,077 $ |
998,656 | ||
| Additions | — | — | 76,500 $ | 76,500 | |||
| Repayments | — | — | (258,500) $ | (258,500) | |||
| Financing fee | |||||||
| amortization | (229) | — | 175 $ | (54) | |||
| Deferred financingfee | — | — | (67)$ | (67) | |||
| Balance, March 31, 2024 | $ | 526,350 | $ | — | $ | 290,185 $ |
816,535 |
| Additions | — | 113,000 | 113,000 | ||||
| Repayments | (28,398) | — | (79,000) | (107,398) | |||
| Financing fee | |||||||
| amortization | (692) | — | 373 | (319) | |||
| Deferred financingfee | — | — | (62) | (62) | |||
| Balance, December 31, | |||||||
| 2024 | $ | 497,260 | $ | — | $ | 324,496 $ |
821,756 |
| Additions | 600,000 | 69,000 | 669,000 | ||||
| Repayments | (14,058) | — | (395,000) | (409,058) | |||
| Capitalized financing | |||||||
| fee | — | (9,256) | — | (9,256) | |||
| Financing fee | |||||||
| amortization | (227) | — | 1,504 | 1,277 | |||
| Balance, March 31, 2025 | $ | 482,975 | $ | 590,744 | $ | — $ |
1,073,719 |
| Less: currentportion | (95,773) | — | — | (95,773) | |||
| Non-currentportion | $ | 387,202 | $ | 590,744 | $ | — $ |
977,946 |
Mantoverde Development Project Facility
In order to fund the construction of MVDP, the Company 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). These project finance facilities are subject to affirmative, financial and restrictive covenants that include obligations to maintain the security interests in favour of the lenders over substantially all of the Mantoverde assets, insurance coverage, maintenance of offtake agreements, environmental and social compliance, restrictions on new financial indebtedness, distributions and dispositions, and compliance with certain financial ratios. As at March 31, 2025, the Company was in compliance with these covenants.
At March 31, 2025, $477.5 million was outstanding on the MVDP Facility with $5.5 million recognized as an adjustment to record the debt at its fair value as required as part of the accounting for the business combination with Mantos (December 31, 2024 - $491.6 million and $5.7 million). This fair value adjustment amortizes down to zero over the duration of the MVDP Facility.
20
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Interest on borrowings under the MVDP Facility is payable quarterly. As a result of Interest Rate Benchmark Reform, the Company has completed the transition from LIBOR to an adjusted SOFR for its MVDP debt financing Facility. The transition resulted in a variable rate of SOFR compounded daily to a 3-month period plus 0.2616% per annum, with margins unchanged (i.e., 1.65% for the Covered Facility and, with respect to the Uncovered Facility, a rate of 3.75% and, with respect to the ECA Direct Facility, a rate of 4.00% pre-completion of the MVDP, and decreasing to 3.50% and 3.75% respectively post-completion of the MVDP). Pursuant to the Covered Facility, an export credit agency guaranteed premium of 2.05% per annum is also payable quarterly and calculated over amounts outstanding under the Covered Facility. The MVDP Facility is secured by a comprehensive security package covering substantially all of the Mantoverde assets. The amortization period of the MVDP Facility commenced on September 30, 2024 and continues until December 2030 for the Uncovered Facility and December 2032 for the Covered Facility and ECA Direct Facility.
To mitigate the risk of movements in interest rates, and in compliance with a covenant in the MVDP Facility, a subsidiary of the Company entered into a fixed-for-floating SOFR swap at 1.015% with floating rate of daily SOFR, compounded to a quarterly rate, plus 0.2616% adjustment. The fixed-for-floating swap notional represents the notional amount as of the reporting period. The derivative instruments are a series of quarterly contracts, with notional amounts in line with planned quarterly balances based on expected project finance debt drawdown and expected amortization.
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 provides 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 $9.3 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 6.94%.
21
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
Revolving Credit Facility
The RCF has an aggregate commitment of $700 million, matures in September 2027, and bears interest on a sliding scale based on adjusted term SOFR plus a margin ranging from 2.000% to 2.875%.
On March 25, 2025, the Company repaid the outstanding balance on the RCF; however, the facility remains fully available.
The interest rate at March 31, 2025 was one-month adjusted term SOFR of 4.425% plus 2.125% (December 2024 - adjusted term SOFR of 4.58% plus 2.125%) with a standby fee of 0.478% (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 Mantoverde mine property and the Santo Domingo development project property.
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 March 31, 2025.
Surety Bonds
As at March 31, 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 17 ).
15. 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 loss 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 2.7 million silver ounces since contract inception until March 31, 2025.
22
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2025 and 2024
Capstone Copper Corp.
(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. If completion has not been achieved on or before the third anniversary date of receiving the early deposit, and early deposit delay payment will be triggered that would require 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. In the fourth quarter of 2023, the Company recorded an obligation under the gold stream of $7.1 million. During the three month ended March 31, 2025, the obligation increased by $1.7 million, resulting in a the total obligation of $10.8 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 | 1,669 | 649 | 2,318 | |
| Recognized as revenue on deliveryof silver | (2,330) | — | (2,330) | |
| Balance, March 31, 2025 | $ | 118,544 $ | 38,850 $ | 157,394 |
| Less: currentportion(Note 11) | (11,405) | — | (11,405) | |
| Non-currentportion | $ | 107,139 $ | 38,850 $ | 145,989 |
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.
23
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
16. 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:
| income tax rates to earnings before income taxes. | These differences result from the | following items: | following items: | following items: |
|---|---|---|---|---|
| Three months ended March | ||||
| 31, | ||||
| 2025 | 2024 | |||
| Income before income taxes | $ | 13,942 |
$ |
973 |
| Canadian federal andprovincial income tax rates | 27.00 | % | 27.00 % | |
| Income tax expense based on the above rates | 3,764 | 263 | ||
| Increase (decrease) due to: | ||||
| Non-deductible expenditures | 1,818 | 1,981 | ||
| Effects of different statutory tax rates on losses | ||||
| (income) of subsidiaries | 2,225 | (145) | ||
| Mexican and Chilean mining royalty taxes | 4,474 | 903 | ||
| Current period losses for which deferred tax | ||||
| assets (were) were not recognized | 277 | 3,093 | ||
| Withholding taxes | 1,000 | 368 | ||
| Foreign exchange and other translation | ||||
| adjustments | 177 | (940) | ||
| Other | 1,377 | 1,216 | ||
| Income tax expense | $ | 15,112 |
$ |
6,739 |
| Current income and mining tax expense | $ | 13,269 |
$ |
6,749 |
| Deferred income tax expense(recovery) | 1,843 | (10) | ||
| Income tax expense | $ | 15,112 |
$ |
6,739 |
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 months and year ended December 31, 2024, 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.
24
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
17 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 18) | — | — | — | 644 | 644 | |||
| Change in estimates | — | (116) | 1,024 | — | 908 | |||
| Interest expense from discounting | ||||||||
| obligations | 2,790 | 233 | 390 | — | 3,413 | |||
| Settlements during the period | (82) | (1,408) | (260) | (4,806) | (6,556) | |||
| Currency translation adjustments | 5,477 | (305) | 1,362 | 468 | 7,002 | |||
| Balance, March 31, 2025 | $ | 202,651 $ |
19,832 |
$ | 36,701 | $ | 6,751 $ 265,935 |
|
| Less: Current portion included within | ||||||||
| other liabilities(Note 11) | — | (18,408) | — | (5,673) | (24,081) | |||
| Totalprovisions - non-current | $ | 202,651 $ |
1,424 |
$ | 36,701 | $ | 1,078 $ 241,854 |
|
| Balance, January 1, 2024 | $ | 214,197 $ |
41,186 |
$ | 35,360 | $ | 9,787 $ 300,530 |
|
| Share-based payment expense | ||||||||
| (Note 18) | — | — | — | 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) | |||
| Currencytranslation adjustments | (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. In estimating the provision, the Company has made assumptions regarding the timing of cash outflows and discount rate. Due to the associated uncertainty of the timing of cash outflows, it is possible that estimates may need to be revised.
25
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
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 March 31, 2025, the Company has made cumulative payments of $31.5 million (December 31, 2024 - $30.1 million) to the Yukon Government for reclamation work performed.
18. 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:
| Options | Weighted average | ||
|---|---|---|---|
| outstanding | exerciseprice(C$) | ||
| Outstanding,December 31,2024 | 2,430,307 | $ | 6.46 |
| Granted | 1,458,477 | 8.40 | |
| Exercised | (24,850) | 6.67 | |
| Expired | — | — | |
| Forfeited | (12,870) | 6.82 | |
| Outstanding,March 31,2025 | 3,851,064 | $ | 7.19 |
26
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2025 and 2024
Capstone Copper Corp.
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
As at March 31, 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 - $6.97 $7.25 8.4 |
Outstanding Outstanding& exercisable Number of options Weighted average exercise price(C$) Weighted average remaining life(years) Number of options Weighted average exercise price(C$) Weighted average remaining life(years) 88,811 $ 3.80 1.3 88,811 $ 3.80 1.3 33,548 4.55 2.4 33,548 4.55 2.4 202,637 5.11 1.9 202,637 5.11 1.9 1,177,085 6.34 2.4 929,873 6.42 2.3 890,506 $ 7.25 3.9 296,825 $ 7.25 3.9 1,458,477 $ 8.40 4.9 — $ — — 3,851,064 $ 7.19 3.7 1,551,694 $ 6.22 2.5 |
|---|---|
During the three months ended March 31, 2025, the total fair value of options granted was $4.6 million (2024 – $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 months ended March 31, 2025, the weighted average share price of the 0.02 million options exercised during the period was C$8.25 (2024 - 0.4 million options at $7.71).
Weighted average assumptions used in calculating the fair values of options granted during the period were as follows:
| Three months ended | March 31, | |
|---|---|---|
| 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.
27
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2025 and 2024
Capstone Copper Corp.
(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 months ended March 31, 2025, the total fair value of DSUs and RSUs granted under the SUP was $10.9 million (2024 – $8.8 million), and had a weighted average grant-date fair value of C$8.40 (2024 – C$7.25) per unit. No PSUs have been granted during the three months ended March 31, 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 months ended March 31, 2025, the total fair value of units granted under the TSUP $9.1 million (2024 – $4.6 million), and had a weighted average grant-date fair value of C$7.44 (2024 – C$4.53) per unit.
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: | ||
|---|---|---|
| Three months ended | March 31, | |
| 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 months ended March 31, 2025 and 2024.
28
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
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 | 1,201,424 |
— | 254,304 |
931,242 |
| Forfeited | — | (35,106) |
— | — |
— |
| Settled | — | (817,616) |
— | (35,015) |
(196,116) |
| Outstanding,March 31,2025 | 615,276 | 2,272,389 |
161,947 | 1,053,773 |
2,696,969 |
Share-based compensation expense:
| Three months ended March | Three months ended March | ||
|---|---|---|---|
| 31, | |||
| 2025 | 2024 | ||
| Share-based compensation expense related to | |||
| stock options | $ | 1,121$ |
574 |
| Share-based compensation expense related to | |||
| RSUs and PSUs (TSUP) | 2,398 | 2,489 | |
| Share-based compensation expense related to | |||
| DSUs,RSUs and PSUs(SUP) | 644 | 4,064 | |
| Total share-based compensation expense | $ | 4,163$ |
7,127 |
19. Revenue
The Company’s revenue breakdown by metal is as follows:
| Three months ended March | Three months ended March | ||
|---|---|---|---|
| 31, | |||
| 2025 | 2024 | ||
| Copper concentrate | $ | 410,394$ |
245,137 |
| Copper cathode | 94,943 | 104,125 | |
| Gold | 20,021 | (773) | |
| Silver | 11,171 | 8,935 | |
| Molybdenum | 12 | 602 | |
| Zinc | — | (2) | |
| Totalgross revenue | 536,541 | 358,024 | |
| Less: treatment and selling costs | (12,304) | (16,656) | |
| Less:pricingand volume adjustments | 9,087 | (1,471) | |
| Revenue | $ | 533,324$ |
339,897 |
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 months ended March 31, 2025, included $96.3 million related to deliveries under MMC's offtake contract.
29
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
20. Loss Per Share
Loss per share, calculated on a basic and diluted basis, is as follows:
| Three months ended March | Three months ended March | ||
|---|---|---|---|
| 31, | |||
| 2025 | 2024 | ||
| Loss per share | |||
| Basic and diluted | **(0.01) ** | (0.01) | |
| Net loss | |||
| Loss attributable to common shareholders - basic | |||
| and diluted | $ | (6,785) $ |
(4,837) |
| Weighted average shares outstanding- basic | 761,966,779 | 728,558,632 | |
| Dilutive securities | |||
| Stock options | — | — | |
| TSUP units | — | — | |
| Weighted average shares outstanding- diluted | 761,966,779 | 728,558,632 | |
| Potentially dilutive securities excluded (as anti- | |||
| dilutive) | |||
| Stock options | 1,458,477 | 4,085,564 | |
| TSUP units | 762,906 | 3,801,605 |
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.
21. Supplemental Cash Flow Information
The changes in non-cash working capital items are composed as follows:
| Three months ended March | Three months ended March | ||
|---|---|---|---|
| 31, | |||
| 2025 | 2024 | ||
| Receivables | $ | (67,472)$ |
(18,616) |
| Inventories | (1,140) | (5,706) | |
| Other assets | 5,932 | 285 | |
| Accounts payable and accrued liabilities | 19,087 | 3,453 | |
| Other liabilities | **(2,446) ** | (1,964) | |
| Net change in non-cash workingcapital | $ | (46,039) $ |
(22,548) |
30
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 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 March | Three months ended March | Three months ended March | |||
|---|---|---|---|---|---|
| 31, | |||||
| 2025 | 2024 | ||||
| VAT receivable | $ | 217 |
$ | 218 | |
| Other non-current assets | 659 | (451) | |||
| Other non-current liabilities | 897 | (674) | |||
| Net change in other non-cash items | $ | 1,773 |
$ | (907) |
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 ):
| Mineral Properties, Plant and Equipment (Note 9): | |||||
|---|---|---|---|---|---|
| Three months ended March | |||||
| 31, | |||||
| 2025 | 2024 | ||||
| Depreciation and depletion per mineral | |||||
| properties, plant and equipment(Note 9) | 128,567 | 67,058 | |||
| Non-cash inventory write-down (reversal) | 325 | (334) | |||
| Change in depreciation and depletion capitalized | |||||
| to inventory, capitalized stripping and | |||||
| construction inprogress | **(8,493) ** | 2,847 | |||
| Depreciation and depletion expense | $ | 120,399 |
$ | 69,571 |
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 March | Three months ended March | |||
|---|---|---|---|---|
| 31, | ||||
| 2025 | 2024 | |||
| Additions / expenditures on mining interests | ||||
| (Note 9) | (119,666) | (169,991) | ||
| Lease additions_(Note 13)_ | 11,167 | 46,728 | ||
| Changes in workingcapital and other items (i) | 1,451 | 4,937 | ||
| Expenditures on mininginterests | $ | (107,048) $ |
(118,326) |
i. The changes in working capital relate to the movement in accounts payable and prepayments related primarily to capital expenditures.
22. 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.
31
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
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 6.6 million silver ounces from contract inception until March 31, 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 12).
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.
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.
32
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2025 and 2024
Capstone Copper Corp.
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
23. Other Income (Expense)
Details are as follows:
| Three months ended March | Three months ended March | ||
|---|---|---|---|
| 31, | |||
| 2025 | 2024 | ||
| Care and maintenance expense | $ | (106)$ |
(112) |
| Gold stream obligation | (1,656) | (600) | |
| Restructuring costs | — | (412) | |
| Loss (gain) on disposal of assets and other | (33) | 1,263 | |
| Miscellaneous other income(expense) | **(4,040) ** | (4,419) | |
| Total other income(expense) | $ | (5,835) $ |
(4,280) |
24. Finance Income and Costs
Details of finance income and costs are as follows:
| Three months ended March | Three months ended March | ||
|---|---|---|---|
| 31, | |||
| 2025 | 2024 | ||
| Interest income | $ | 1,001$ |
1,646 |
| Interest on Senior Unsecured Notes | (666) | — | |
| Interest on RCF | (5,758) | (8,417) | |
| Interest on MVDP facility | (9,176) | (10,899) | |
| Interest on other liabilities | (1,790) | (425) | |
| Commitment and guarantee fees | (1,393) | (1,420) | |
| Interest on shareholder loans and COF | (3,934) | (3,960) | |
| Lease liability interest_(i)_ | (4,778) | (1,008) | |
| Accretion of deferred revenue | (2,318) | (2,344) | |
| Accretion on decommissioning & restoration provisions | (2,790) | (2,296) | |
| Accretion on payable on purchase of NCI | (512) | (522) | |
| Accretion on Minto obligation and other provisions | (623) | (907) | |
| Amortization of financing fees | (1,504) | (175) | |
| Other interest | **(1,603) ** | 694 | |
| Sub-total | $ | (35,844) $ |
(30,033) |
| Less interest and accretion on leases capitalized to construction | |||
| inprogress | 162 | 21,550 | |
| Total finance cost,net | $ | (35,682) $ |
(8,483) |
i. A portion of accretion on leases has been capitalized to construction in progress.
Finance income (expense) are as follows:
| Finance income (expense) are as follows: | ||||
|---|---|---|---|---|
| Three months ended | March 31, | |||
| 2025 | 2024 | |||
| Finance income | $ | 1,001 | $ | 1,646 |
| Finance cost | **(36,683) ** | (10,129) | ||
| Total finance cost,net | $ | **(35,682) ** | $ | (8,483) |
33
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements Three Months Ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
25. 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.
| Three months ended March 31, 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) |
$ 157,301 $ 106,963 $ 86,497 $ 59,633 $ — $ — 410,394 73,351 14,306 7,286 — — — 94,943 — 234 1,653 9,284 — — 11,171 — — 12 — — — 12 18,570 — 1,451 — — — 20,021 (6,850) (1,468) (3,721) (265) — — (12,304) 10,544 1,618 6,159 1,006 —(10,240) 9,087 |
| Net revenue Production costs Royalties Depletion and amortization |
252,916 121,653 99,337 69,658 — (10,240) 533,324 (145,283) (66,464) (86,662) (23,915) — — (322,324) (2,156) (1,806) (766) (1,013) — — (5,741) (42,865) (46,606) (20,875) (9,842) — (211) (120,399) |
| Income (loss) from mining operations General and administrative expenses Exploration expenses Share-based compensation expense |
62,612 6,777 (8,966) 34,888 — (10,451) 84,860 — — — (29) (11) (8,403) (8,443) — — — — (323) (202) (525) — — — — — (4,163) (4,163) |
| Income (loss) from operations Realized and unrealized gains (losses) on derivative instruments Foreign exchange gain (loss) and other expenses Net finance(costs) income |
62,612 6,777 (8,966) 34,859 (334) (23,219) 71,729 (1,057) — — — — (6,331) (7,388) (5,581) (5,456) (970) (274) (1,608) (828) (14,717) (18,716) (3,852) (1,777) (2,148) (602) (8,587) (35,682) |
| Income (loss) before income taxes Income tax(expense) recovery |
37,258 (2,531) (11,713) 32,437 (2,544) (38,965) 13,942 (11,557) 1,451 3,435 (11,998) — 3,557 (15,112) |
| Total net income(loss) | $ 25,701 $ (1,080) $(8,278) $ 20,439 $ (2,544) $(35,408) $ (1,170) |
| Mineral properties, plant & equipment additions |
$ 40,448 $ 36,354 $ 20,579 $ 5,190 $ 16,292 $ 803 $ 119,666 |
- i. Intersegment 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.
34
Capstone Copper Corp.
Notes to the Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of US dollars, except share and per share amounts)
| Three months ended March 31,2024 | |
|---|---|
| Mantoverde Mantos Blancos Pinto Valley Cozamin Santo Domingo Other Total |
|
| Revenue Copper concentrate Copper cathode Silver Gold Molybdenum Zinc Treatment and selling costs Pricingand volume adjustments |
$ — $ 78,905 $ 117,947 $ 48,285 $ — $ — $ 245,137 83,226 15,217 5,682 — — — $ 104,125 — 186 1,445 7,304 — — $ 8,935 — — (773) — — — $ (773) — — 602 — — — $ 602 — — — (2) — — $ (2) (516) (3,863) (9,490) (2,787) — — $ (16,656) 83 (2,336) 3,315 76 — (2,609)$ (1,471) |
| Net revenue Production costs Royalties Depletion and amortization |
82,793 88,109 118,728 52,876 — (2,609) 339,897 (80,712) (67,154) (75,757) (25,413) — — (249,036) (827) (2,203) (552) (1,018) — — (4,600) (16,739) (20,260) (20,966) (10,223) — — (68,188) |
| (Loss) income from mining operations General and administrative expenses Exploration expenses Share-based compensation expense |
(15,485) (1,508) 21,453 16,222 — (2,609) 18,073 — — (16) (33) (24) (5,832) (5,905) — — — (5) (15) (290) (310) — — — — — (7,127) (7,127) |
| (Loss) income from operations Unrealized and realized gain on derivative instruments Foreign exchange gain (loss) and other expenses Net finance costs |
(15,485) (1,508) 21,437 16,184 (39) (15,858) 4,731 4,673 — — — — (8,411) (3,738) 7,019 2,509 (1,036) (309) (437) 717 8,463 (616) (1,524) (1,128) (2,328) (521) (2,366) (8,483) |
| (Loss) income before income taxes Income tax(expense)recovery |
(4,409) (523) 19,273 13,547 (997) (25,918) 973 1,313 (637) (2,684) (4,010) — (721) (6,739) |
| Total net (loss) income Mineral properties, plant & equipment additions |
$ (3,096) $ (1,160) $ 16,589 $ 9,537 $ (997) $ (26,639) $ (5,766) 116,406 25,922 14,839 6,558 5,163 1,103 169,991 |
| As at March 31, 2025 | |
|---|---|
| Mantoverde Mantos Blancos Pinto Valley Cozamin Santo Domingo Other Total |
|
| Mineral properties, plant and equipment |
$ 3,026,207 $ 1,085,468 $ 836,336 $ 234,034 $ 524,112 $ 8,681 $ 5,714,838 |
| Total assets | $ 3,339,391 $ 1,237,110 $ 953,330 $ 286,845 $ 534,879 $ 283,097 $ 6,634,652 |
| Total liabilities | $ 1,517,968 $ 459,787 $ 230,229 $ 240,521 $ 60,713 $ 659,891 $ 3,169,109 |
| 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 |
35