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Denarius Metals — Management Reports 2026
Apr 1, 2026
44279_rns_2026-03-31_3b154b92-e238-4c0c-80c5-f34bd03538a5.pdf
Management Reports
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DENARIUS METALS CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2025 March 31, 2026
The following discussion and analysis of the results of operations and financial condition (“MD&A”) for Denarius Metals Corp. (the “Company” or “Denarius Metals”) should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2025 (the “Financial Statements”), which are available on the Company's web site at www.denariusmetals.com and on www.sedarplus.ca. Readers are encouraged to read the Cautionary Note Regarding Forward Looking Information included on page 33 of this MD&A. The financial information in this MD&A is derived from the Financial Statements prepared in accordance with IFRS Accounting Standards (“IFRS”). All figures contained herein are expressed in United States dollars (“USD”), except as otherwise stated.
Denarius Metals uses the following non-GAAP financial performance measures in its MD&A: realized gold and silver prices per ounce sold and total cash costs per ounce sold. Non-GAAP financial performance measures in this MD&A are identified with “[NG] ”. For a detailed description of the computation of each of the non-GAAP measures used in this MD&A, please refer to page 31. The non-GAAP financial performance measures set out in this MD&A are intended to provide additional information to investors and do not have any standardized meaning under IFRS, and therefore may not be comparable to other issuers, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Highlights
Denarius Metals has joined the list of global gold producers in 2025 with the commencement of mining operations at its Zancudo Project in Colombia. Total revenue in 2025 amounted to $1.7 million from the sale of 333 ounces of gold and 5,749 ounces of silver. During the current “early production” phase, expected to run until the third quarter of 2026 when the Company’s new 1,000 tonnes per day (“tpd”) processing plant is expected to be commissioned, mined material is being crushed onsite at Zancudo and then shipped to a local port for sale to Trafigura Pte. Ltd. (“Trafigura”) to start generating operating cash flow.
The first shipment to Trafigura was completed in June 2025 and through the end of December 2025, the Company delivered a total of 2,092 tonnes. With grades averaging 7.9 g/t gold and 222.7 g/t silver, these shipments contained approximately 532 ounces of gold and 14,977 ounces of silver resulting in the Company receiving payment for approximately 333 ounces of gold and 5,749 ounces of silver. During the current early production phase, Trafigura’s payability rates range from 30% to 70% for gold and 20% to 40% for silver, depending on the grades of the material. Trafigura’s payability rates in the early production phase reflect the additional costs they will have to incur to bring the material to a saleable condition. When the Company begins shipping concentrates to Trafigura, payability rates will increase to 86% to 90% for gold and 35% to 45% for silver, depending on the grades in the concentrates.
With an average realized gold price[NG] of $4,008 per ounce sold and total cash costs[NG] of $2,352 per ounce of gold sold, the Company generated a gross profit of $0.6 million in 2025, equivalent to approximately 41% of gold revenue.
The Zancudo Project is expected to achieve commercial production of high-grade Au-Ag concentrates by the
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end of September 2026. Site preparations for the new processing plant have made good progress to date. Civil works will commence in the second quarter of 2026 followed by installation of the plant equipment and construction of the dry-stack tailings storage facility over the summer months. Commissioning is expected to take place in the third quarter this year. The Company has recently engaged a local civil engineering and industrial construction services firm with extensive experience in extractive industries projects (the “Plant Contractor”) to build and then operate the new processing plant on a contract basis. The Plant Contractor has agreed to finance their fees for the plant installation services, valued at $3 million, through the issuance of 2,529,000 common shares of the Company at a price of CA$0.76 per share, equivalent to $1.4 million, and the balance to be settled through the processing fees to be paid to the Plant Contractor by the Company during the operation of the plant. The Company also has approximately $3.4 million of funding available from the Zancudo Prepayment Facility with Trafigura to fund the completion of the other construction activities at the Zancudo Project, including the tailings storage facility, completion of the 3.7 km access road and work programs associated with its environmental permits.
The Company announced an updated Mineral Resource estimate (“MRE”) effective as of October 31, 2025 for the Zancudo Project, incorporating the results from the 7,225 m of infill drilling campaign carried out in 2024. The updated MRE includes the conversion of 979,000 tonnes to Indicated Resources grading 6.9 g/t gold and 84 g/t silver totaling 217,000 ounces of gold and 2.7 million ounces of silver, reflecting the positive impact of the 2024 in-fill drilling campaign, which was designed with tighter spacing at 50x50 m drill centers to de-risk the near-term underground production at the Zancudo Project. The updated MRE also includes a 13% increase in tonnage in the Inferred Resources category resulting in 4.6 million tonnes grading 5.6 g/t gold and 84 g/t silver totaling 832,000 ounces of gold and 12.5 million ounces of silver. The Zancudo deposit remains open for further expansion in all directions. In early April 2026, the Company is commencing a 15,000 meters infill drilling campaign primarily designed to convert additional Inferred Resources to the Indicated category at the Brisas target, the El Castano target and the Independencia Mine followed by some brownfield drilling to test certain extensions identified in the previous drilling campaign.
On March 30, 2026, the Company announced the results of a Preliminary Economic Assessment (“PEA”) for its Zancudo Project. The PEA, based on the updated MRE for the Zancudo Project, envisions an 11-year mine life over which the Company expects to generate net revenue of $2.0 billion from the sale of approximately 466,000 payable ounces of gold and 2.2 million payable ounces of silver at a life-of-mine (“LOM”) average allin sustaining cost (“AISC”[ NG] ) of $2,477 per ounce of gold. With long-term metals prices of $4,000 per ounce for gold and $50 per ounce for silver, the LOM gross profit totals $723 million resulting in a LOM after-tax free cash flow totaling $452 million.
In Spain, the Aguablanca Project, recognized as a Strategic Project by the EU, has all the permits required to commence mining and plant operations. In late March 2026, the Company, as operator and on behalf of the Rio Narcea Recursos, S.A. (“RNR”) joint venture, closed a first tranche of $7.0 million in a private placement of five-year, 12% secured notes issued by RNR (the “RNR Notes”). Insiders of the Company, including Serafino Iacono, Executive Chairman, and Federico Restrepo-Solano, CEO/director, subscribed for a total of approximately $2.7 million of the RNR Notes. The Company expects to close a final tranche of RNR Notes for $0.5 million in early April. The Company is also currently in a process with a third party for a EUR 20 million senior secured facility to be undertaken by RNR that is expected to be finalized in the second quarter of 2026. With these financings in place, the RNR joint venture will be in a position to immediately commence the activities to re-start operations at Aguablanca with production expected to begin in the first half of 2027.
In 2025, the Company completed two LIFE Offerings and two private placements, raising total net proceeds of $16.1 million to fund ongoing operating and investing activities at its projects in Spain and Colombia and for
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general corporate purposes. As at December 31, 2025, the Company’s cash position stood at $6.9 million, up from $1.1 million at the end of 2024. The Company also has $3.4 million of additional funding available under the Zancudo Prepayment Facility with Trafigura to fund construction at its Zancudo Project. Subsequent to the end of 2025, the Company’s cash position has benefitted from the issuance of a total of 33.9 million common shares during the first three months of 2026 through the exercise of warrants and stock options yielding total cash proceeds of CA$20.9 million (equivalent to approximately $15.2 million).
The Company also took a step in June 2025 to improve its liquidity while it ramps up production at its Zancudo Project through a consent solicitation process that enables the Company to issue shares rather than using cash to settle the monthly interest payments and the quarterly gold premiums on its Convertible Debentures during the period from June 2025 through May 2026. To date, the Company has issued a total of 5,823,295 shares at an average price of CA$0.59 per share to settle the monthly interest payments from June 2025 through March 2026. The Company also issued 8,645,816 common shares at CA$0.70 per share to settle the gold premium on the Convertible Debentures Series 1 at the end of January 2026. Holders of both series of Convertible Debentures agreed to imposing a maximum price of $4,000 per ounce in the quarterly gold premium calculations which commence in 2026.
The Company reported a net loss of $10.2 million ($0.07 per share) in the fourth quarter of 2025 compared with net income of $2.1 million ($0.02 per share) in the fourth quarter of 2024. This brings the net loss for the full year in 2025 to $31.2 million ($0.27 per share) compared with a net loss of $9.9 million ($0.14 per share) in 2024. The year-over-year change in the Company’s net loss primarily reflects an increase in the non-cash loss recognized on financial instruments of $23.3 million in 2025 compared with $6.1 million in 2024. The loss on financial instruments reflects the impact of fluctuations in the gold price and the Company’s share price, both of which have increased in 2025 compared with last year, on the fair value of the Company’s Convertible Debentures. The fair value of the Convertible Debentures increased to $55.6 million at the end of 2025 compared with $29.5 million at the end of 2024.
Selected Financial Information
| Selected Financial Information | |||
|---|---|---|---|
| Fourth 2025 Operating data Gold sold (ounces) 207 Average realized gold price ($/oz sold)(1) $ 4,358 Total cash cost ($/oz sold)(1) $ 2,266 Financial data ($000’s except per share) Revenue $ 1,151 Gross profit 431 Loss from operations (2,666) Net (loss) income (10,231) Per share – basic and diluted (0.07) Exploration and capital expenditures 2,091 |
Quarter 2024 |
Year 2024 2023 - - $ - $ - $ - $ - $ - $ - - - (5,489) (4,241) (9,925) (14,436) (0.14) (0.27) 11,797 15,015 December 31, 2024 2023 |
|
| 2025 | |||
| - $ - $ - $ - - (1,236) 2,129 0.02 2,332 |
|||
| 333 | |||
| $ 4,008 | |||
| $ 2,352 | |||
| $ 1,656 | |||
| 552 | |||
| (6,755) | |||
| (31,152) | |||
| (0.27) | |||
| 7,358 | |||
| 2025 | |||
| Balance sheet($000’s): Cash and cash equivalents(1) Total assets Convertible Debentures (at fair value)(2) |
$ 6,899 112,163 55,559 |
$ 1,130 $ 7,628 81,053 89,443 29,486 22,653 |
(1) Subsequent to December 31, 2025, the Company received cash proceeds of approximately CA$20.9 million (equivalent to approximately $15.2 million) during the period from January 1 to March 30, 2026 from the exercise of warrants and stock options.
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- (2) As at December 31, 2025, 2024 and 2023, the total principal amount of Convertible Debentures issued and outstanding amounted to CA$34.2 million, CA$33.6 million and CA$20.6 million, respectively.
Description of Business
Denarius Metals is a Canadian junior company engaged in the acquisition, exploration, development and eventual operation of polymetallic mining projects in high-grade districts in Colombia and Spain. The Company is listed on Cboe Canada where it trades under the symbol “DMET”. The Company also trades on the OTCQX Market in the United States under the symbol “DNRSF”.
In Colombia, Denarius Metals commenced mining operations in the second quarter of 2025 at its 100%-owned Zancudo Project, a high-grade gold-silver deposit, which includes the historic producing Independencia mine, located in the Cauca Belt, about 30 km southwest of Medellin.
In Spain, Denarius Metals has interests in three projects focused on in-demand critical minerals. The Company owns a 21.8% interest in RNR and is the operator of its Aguablanca Project, which has been recognized by the EU as a Strategic Project. The Aguablanca Project comprises a 5,000 tpd turnkey processing plant and the rights to exploit the historic producing Aguablanca nickel-copper mine, located in Monesterio, Extremadura. The Company expects to commence operations in the next 12 months at the Aguablanca Project. Denarius Metals also owns a 100% interest in the Lomero Project, a polymetallic deposit located on the Spanish side of the prolific copper rich Iberian Pyrite Belt, approximately 88 km southwest of Aguablanca, and a 100% interest in the Toral Project, a high-grade zinc-lead-silver deposit located in the Leon Province, Northern Spain.
Outlook
Denarius Metals reached important milestones in 2025 in its emergence as a metals producer with its Zancudo Project. 2026 is shaping up to be a transformational year for the Company as production will continue to ramp up at the Zancudo Project, shifting from the current early production stage to commercial concentrate production by the end of the third quarter this year. In the current early production stage, the Company is starting to see improvement in daily mining rates which are enabling it to increase the volume of crushed material being shipping for sale to Trafigura. In February, the Company shipped 558 tonnes of material to Trafigura, up from 362 tonnes in January. Grades in the first two months of 2026 have averaged more than 10 g/t gold and 200 g/t silver. The Company in the process of installing a new mill at the Independencia Mine site that will expand its crushing capacity to handle the ramp up in tonnes mined from the ongoing development program while the construction of the new concentrate processing plant is completed this year. Based on the recently issued PEA, the Company expects payable gold and silver sold in 2026 to total approximately 10,000 ounces and 40,000 ounces, respectively.
In Spain, the Aguablanca Project now has all the required permits to commence mining and plant operations. With RNR’s financing for the re-start activities coming together, the Company expects that it will be in a position before mid-2026 to commence the plant refurbishment and the mine dewatering program to have the Aguablanca Project ready to start production in the first half of 2027. Meanwhile, at the Lomero Project, the application for a mining license is being finalized and a scoping study encompassing the development of the underground mine and the processing of its material, leveraging the RNR plant, is proceeding. The Company expects the application for a mining license at the Toral Project to receive approval in the second half of 2026, at which point it will proceed with an update of the MRE and commence work on a scoping study.
In February 2026, the Company announced that it has entered into a strategic collaboration as joint venture
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partners with ProGrowth Ltd. Company (“ProGrowth”), a Saudi-based diversified group of companies with longstanding experience across construction and infrastructure, oil & gas, petrochemicals, mining, trading and technology-enabled services in the Kingdom of Saudi Arabia (“KSA”). This strategic collaboration will focus on a mandate to establish arrangements in the KSA for the processing, smelting and commercialization of material sourced from the Company’s Lomero and Toral Projects in Spain and to identify, acquire, develop and operate gold and nickel mining concessions within the KSA.
The Company is ramping up production from its Zancudo Project in 2026 and has started to generate cash flow from its mining operations. However, it will require additional sources of capital to fund ongoing operational requirements, and planned exploration, development and capital expenditures related to its projects in Spain and to fund the gold premiums and interest on its Convertible Debentures. The Company’s cash position has already benefitted from the exercise of warrants and stock options yielding approximately $15.2 million of cash proceeds in the first quarter of 2026. As at March 30, 2026, the Company has a total of 59.5 million unlisted warrants issued and outstanding with expiry dates between 2026 and 2030 that are exercisable at prices ranging from CA$0.60 to CA$0.85 per share. The full exercise of these warrants would generate additional cash proceeds to the Company of approximately $28 million.
Issued and Outstanding Securities
As at March 30, 2026, the Company had the following securities issued and outstanding:
| Securities Cboe Canada Symbol |
Number Shares Issuable Exercise price per share Expiry or Maturity |
|---|---|
| Common shares DMET |
195,259,061 |
| Stock options | 200,000 200,000 CA$0.55 2026 415,000 415,000 CA$4.45 2026 260,000 260,000 CA$6.50 2026 3,500,000 3,500,000 CA$0.52 2028 400,000 400,000 CA$0.59 2029 4,600,000 4,600,000 CA$0.59 2030 127,500 127,500 CA$1.00 2030 4,150,000 4,150,000 CA$0.67 2030 200,000 200,000 CA$0.83 2031 490,000 490,000 CA$4.50 2031 14,342,500 |
| Warrants Unlisted Unlisted Unlisted Unlisted Unlisted Unlisted Unlisted Unlisted Unlisted |
7,575,000 7,575,000 CA$0.60 April 4, 2026 4,135,514 4,135,514 CA$0.85 October 31, 2026 6,443,014 6,443,014 CA$0.60 May 30, 2027 3,000,000 3,000,000 CA$0.74 February 7, 2028 2,083,500 2,083,500 CA$0.60 April 30, 2028 13,138,000 13,138,000 CA$0.60 March 20, 2028 10,767,930 10,767,930 CA$0.66 June 20, 2030 11,950,000 11,950,000 CA$0.70 November 19, 2028 442,740 442,740 CA$0.50 November 19, 2028 59,535,698 |
| Convertible Debentures DMET.DB Unlisted |
CA$19,886,560 44,192,354 CA$0.45 October 19, 2029 CA$14,272,314 23,787,190 CA$0.60 May 30, 2030 CA$34,158,874 67,979,544 |
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March 2025 Private Placement of Units
On March 20, 2025, the Company closed the March 2025 Private Placement issuing a total of 13,138,000 units at CA$0.50 per unit for gross proceeds of CA$6,569,000 (equivalent to $4.6 million), of which CA$1,526,000 (equivalent to $1.1 million) was applied to settle principal and interest owed under the Brockville Promissory Notes (refer to page 26) and the balance of approximately $3.5 million was received in cash. Each unit consisted of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the Company at a price of CA$0.60 per common share at any time on or before March 20, 2028.
Issuance of Units to Settle Zancudo NSR Obligation
On April 30, 2025, the Company issued an aggregate of 2,083,500 units to a syndicate of third-party private investors in exchange for the cancellation of the obligation for the 12-month period ended March 31, 2025 totalling $750,000 related to the Minimum Payment Adjustment under the Zancudo NSR agreement (refer to page 22). Each unit consisted of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the Company at a price of CA$0.60 per common share at any time on or before April 30, 2028.
Convertible Debentures Consent Solicitation Process Completed in June 2025 and Subsequent Share Issuances to Settle Monthly Interest Payments and Gold Premium on the Convertible Debentures
On June 17, 2025, the Company announced that it received the required consents from holders to approve certain amendments (the “Amendments”) to the trust indentures for its Convertible Debentures. Holders representing 93.6% and 97.1% of the total outstanding principal amount of Convertible Debentures Series 1 due October 2029 and Convertible Debentures Series 2 due May 2030, respectively, consented to the Amendments to the trust indentures which became effective on June 18, 2025 and include:
Convertible Debentures Series 1 due October 2029 :
-
enabling the Company to issue common shares rather than using cash to settle the monthly
-
interest payments on the debentures from June 30, 2025 to May 31, 2026, inclusive;
-
enabling the Company to issue common shares rather than using cash to settle the Gold
-
Premium Payments, if any, payable on each of January 31, 2026 and April 30, 2026; and
-
implementing a maximum amount of US$4,000 per ounce for the London P.M. Fix price of
-
gold used in the Gold Premium Payment (as defined in the 2023 Indenture) calculation.
Convertible Debentures Series 2 due May 2030 :
-
enabling the Company to issue common shares rather than using cash to settle the monthly
-
interest payments on the debentures from June 30, 2025 to May 31, 2026, inclusive; and
-
implementing a maximum amount of US$4,000 per ounce for the London P.M. Fix price of
-
gold used in the Gold Premium Payment (as defined in the 2024 Indenture) calculation.
Holders of the Convertible Debentures who responded to the solicitation and consented to the Amendments received a consent fee equal to 2% of the number of Convertible Debentures they held. Consent fees were satisfied through the issuance of additional Convertible Debentures, denominated in a principal amount of CA$1.00 per Convertible Debenture, to the consenting holders and were not paid in cash. Based on the consents received, the Company issued a total of 365,560 consent fee debentures to holders of the Convertible Debentures Series 1 and 272,454 consent fee debentures to holders of the Convertible Debentures Series 2.
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Finance costs in 2025 included a total of approximately $0.8 million related to the consent solicitation process, including the fair value of the consent fee debentures issued to the holders who consented to the amendments and other expenses to carry out the consent solicitation process.
From June 30, 2025 through March 31, 2026, the Company has issued a total of 5,823,295 shares to holders of its Convertible Debentures to settle ten monthly interest payments at an average price of CA$0.59 per share. The Company issued 8,645,816 shares at CA$0.70 per share to holders of its Convertible Debentures Series 1 to settle the gold premium due at the end of January 2026.
Listed Issuer Financing Exemption (“LIFE”) Offering Completed in June 2025
On June 20, 2025, the Company completed a LIFE Offering of 12,280,309 units at CA$0.55 per unit for gross proceeds of approximately CA$6.8 million (approximately $4.9 million). Each unit consisted of one common share and one common share purchase warrant (“LIFE Offering Warrant). Each LIFE Offering Warrant entitles the holder to purchase one common share of the Company at a price of CA$0.66 per common share at any time on or before June 20, 2030. Transaction costs related to the LIFE Offering amounted to approximately $0.7 million, of which $0.4 million was allocated to the common shares and the balance was allocated to the LIFE Offering Warrants. The transaction costs include $0.2 million related to the value of the 859,621 broker warrants issued. Each broker warrant entitles the holder to purchase one common share of the Company at a price of CA$0.66 per common share at any time on or before June 20, 2030.
November 2025 LIFE Offering and Concurrent Private Placement
On November 19, 2025, the Company closed a non-brokered LIFE Offering, issuing 20,000,000 units for gross cash proceeds of CA$10.0 million (approximately $7.1 million). Concurrently, the Company also closed a nonbrokered private placement of 5,250,000 units at a price of CA$0.50 per unit for gross proceeds of CA$2.6 million (approximately $1.9 million) of which approximately CA$0.4 million (equivalent to $0.3 million) was applied to settle principal and interest owed under the Brockville Promissory Notes and the balance of approximately CA$2.2 million was received in cash. Pursuant to the LIFE Offering and the private placement, the Company issued a total of 25,250,000 units for gross proceeds of CA$12.6 million (equivalent to $9.0 million).
Each unit consisted of one common share and one-half of one common share purchase warrant (each whole warrant, a "November 2025 Warrant"). Each November 2025 Warrant entitles the holder to purchase one common share of the Company at a price of CA$0.70 per common share at any time on or before November 19, 2028. In conjunction with the LIFE Offering, the Company also issued 447,780 broker warrants. Each broker warrant entitles the holder to purchase one common share of the Company at a price of CA$0.50 per common share at any time on or before November 19, 2028.
Subsequent Event – Warrants and Stock Options Exercises in the First Quarter of 2026
Subsequent to December 31, 2025, the Company has issued a total of 33.9 million common shares during the first three months of 2026 through the exercise of warrants and stock options yielding total cash proceeds of CA$20.9 million (equivalent to approximately $15.2 million).
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Projects - Colombia
Zancudo Project, Department of Antioquia
The Zancudo Project is located in the Municipality of Titiribi, Department of Antioquia, Republic of Colombia, approximately 30 km southwest of Medellin and includes the historic producing Independencia Mine. The Zancudo Project is a high-grade gold-silver-quartz vein deposit with mineralization occurring in multiple veins that have been exploited over a strike length of 2.5 km. The average vein width is 0.35 m, with a maximum width of 3.0 m. The known vertical extent of mineralization is 400 m.
Mining of high-grade gold and silver veins was carried out in the historic Zancudo mining district from 1793 to 1948 with estimated production of between 1.4 and 2.0 Moz Au-equivalent. The Zancudo Project has access to labour, the Colombian national power grid and ample water resources. The Zancudo Project is subject to a aggregate of 3.5% NSR on future production, payable in cash.
Mining License and EIS
The Zancudo Project comprises three adjoining mining concession contracts (HDWA-02, H5911005 and C5521011) and one exploration license (HEOM-12) covering a total area of 1,054 hectares. For concession 5521, which includes the historic producing Independencia Mine, the Mining Technical Work Plan (Programa de Trabajo y Obras or “PTO”) was approved in December 2023 by the Secretary of Mines of Antioquia. This permit, along with the EIS approved by Corantioquia (the local environmental authority) at the end of 2024, allows the Company to carry mining activities within this area at the Zancudo Project.
Integration of the other two concessions and the exploration license through a Plan of Exploration and Exploitation (Plan Único de Exploración y Explotación or “PUEE”) was also approved in December 2023 by the Secretary of Mines of Antioquia.
The Company received approval for an industrial facility permit in October 2025 related to the construction and operation of its planned 1,000 tpd processing plant. Construction activities commenced immediately thereafter and the Company expects the new plant to be operational in the third quarter of 2026.
Mineral Resource Estimate
On December 18, 2025, the Company filed a technical report on SEDAR+, entitled " Technical Report for the Zancudo Gold-Silver Mineral Deposit, Municipality of Titiribí, Department of Antioquia, Republic of Colombia, South America " prepared by Resource Development Associates (“RDA”) in accordance with the Canadian Institute of Mining Metallurgy and Petroleum (“CIM”) Definition Standards incorporated by reference in National Instrument 43-101 (“NI 43-101”), with an effective date of October 31, 2025.
The database for the updated MRE includes a total of 47,329 m of diamond drilling in 194 holes, including 7,225 m in 45 holes completed in the Company’s 2024 drilling campaign. The updated MRE includes the conversion of 979,000 tonnes from Inferred Resources to Indicated Resources, reflecting the positive impact of the 2024 in-fill drilling campaign, which was designed with tighter spacing at 50x50 m drill centers to de-risk the near-term underground production at the Zancudo Project. The updated MRE also includes a 13% increase in tonnage in the Inferred Resources category. The Zancudo deposit remains open for further expansion in all directions.
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The following table summarizes the updated MRE for the Zancudo Project effective as of October 31, 2025:
==> picture [489 x 78] intentionally omitted <==
----- Start of picture text -----
Cutoff Grade Material Content
Effective Date/
AuEq Tonnes Au Ag AuEq Au Ag AuEq [(6)]
Category
(g/t) (kt) (g/t) (g/t) (g/t) (koz) (koz) (koz)
October 31, 2025 [(3,4,5)]
Indicated 3.25 979 6.90 84 7.9 217 2,657 249
Inferred 3.25 4,636 5.58 84 6.6 832 12,508 982
----- End of picture text -----
Notes:
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1) Mineral resources are not mineral reserves and do not have demonstrated economic viability. All figures have been rounded to reflect the relative accuracy of the estimates. Gold and silver assays were capped where appropriate.
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2) Scott Wilson, CPG, President of RDA is responsible for this mineral resource estimate and is an “independent Qualified Person” as such term is defined by NI 43-101.
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3) Reasonable prospects of eventual economic extraction were assessed by enclosing the mineralized material within a block model estimate. Mineralization is geologically constrained in 3D wireframe shapes that were constructed based upon geological interpretations as well as adherence to a minimum mining width appropriate for underground mining.
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4) Commonly used grade estimations techniques of Inverse Distance Cubed and Ordinary Kriging were used on a vein by vein basis, based upon sample support and vein geometry.
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5) The cutoff grade of 3.25 g/t AuEq in the current MRE considered the following factors:
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a. Metal selling prices of gold at US$2,400/oz and silver at US$28/oz;
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b. Recoveries of Au 85% and Ag 87%;
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c. Royalties of 6.7%; and
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d. Costs including mining US$105.00/t, processing US$42.00/t, general and administrative (G&A) and off-site realization (TCRC) US$21.00/t.
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6) Gold Equivalent is calculated with the formula AuEq = (Au Au Recovery (85%) * AuPrice + Ag Ag Recovery (87%) * AgPrice)) / (Au Recovery (85%) *Au Price).
Preliminary Economic Assessment
On March 30, 2026, the Company announced the results of a PEA for its the Zancudo Project. The PEA, based on the updated MRE for the Zancudo Project, envisions an 11-year mine life over which the Company expects to generate revenue of $2.0 billion from the sale of approximately 466,000 payable ounces of gold and 2.2 million payable ounces of silver at a LOM average AISC[ NG] of $2,477 per ounce of gold. With long-term metals prices of $4,000 per ounce for gold and $50 per ounce for silver, the LOM gross profit totals $723 million resulting in a LOM after-tax free cash flow totaling $452 million. The PEA is preliminary in nature and it includes Inferred Resources that are considered too speculative to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the estimates presented in the PEA will be realized. The PEA announcement will be supported by a NI 43-101 independent technical report that will be published and filed on SEDAR+ and the Company’s website on or about May 14, 2026.
Exploration Next Steps
The Company is commencing the next stage of its exploration program at the Zancudo Project in early April 2026 comprising a total of 15,000 m of diamond drilling. The drilling program will run through 2026 and will focus on four primary objectives as follows:
- Brisas target – 5,700 m of surface in-fill drilling designed to better delineate and extend the Santa Catalina ore shoot at the Brisas target. The Santa Catalina ore shoot extends from the Independencia Mine to the sector where one of the main stacked mantos, Manto Antiguo, merges into the Santa Catalina structure. The drilling program will be carried out from eight purpose-built surface drill platforms and comprises a
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total of 29 drill holes with drilling intercepts spaced at 50-meter centers to convert the current Inferred Resources to the Indicated category.
-
El Castano target – 2,000 m of surface in-fill drilling designed to upgrade the Inferred Resources associated with the Manto Antiguo structure north and west of the El Castaño Mine to the Indicated category. The drilling program will be carried out from three purpose-built surface drill platforms and comprises a total of 12 drill holes with drilling intercepts spaced at 50-meter centers to convert the current Inferred Resources to the Indicated category.
-
Independencia Mine – 4,200 m of underground step-out multi-target drilling designed to extend a set of narrow, sub-parallel, steeply dipping, high-grade gold veins up to 60 m below the current mining level.
-
Brownfield drilling – 3,200 m of surface extension drilling aimed at extending the ore-shoot associated with the Manto Antiguo structure to the southwest at the Brisas target, and testing the Mani target, which is interpreted as an upthrown block of an unknown high-grade gold structure intersected in a past drilling campaign.
Phosphates Project, Department of Boyacá
In 2023, the Company acquired 100% of the issued and outstanding shares of Emerene, a Panamanian company which owns several phosphorite mining rights in the Department of Boyacá in the central northeastern part of Colombia. Since the Company acquired the Phosphates Project, its priorities have focused its technical and financial resources in Colombia on the development of its Zancudo Project and the Company has not been able to engage in any exploration activities at the Phosphates Project. In light of the impact the lack of mining works or operations has on the Company’s ability to retain its rights to the phosphorite claims, and the Company’s current assessment of the economic potential of the Phosphates Project, it decided in 2025 to abandon the claims. Consequently, in the fourth quarter of 2025, the Company recoded an impairment charge of $1.3 million related to its investment in the Phosphates Project.
- Projects Spain
Aguablanca Project, Monesterio, Extremadura, Spain (Ni, Cu, Au, Pt, Pd, Co)
The Aguablanca Project, which is 100% owned by RNR, is located in Monesterio, Extremadura, Spain, approximately 88 km northeast from the Company’s Lomero Project. The Aguablanca Project comprises a 5,000 tpd processing plant and the rights to exploit the historic producing Aguablanca nickel-copper mine. The Aguablanca Project is the only nickel deposit in Spain and one of the few in Europe. On March 25, 2025, the Aguablanca Project was recognised by the EU as a Strategic Project under the Critical Raw Materials Act . The Company, through Alto Minerals S.L.U. (“Alto”), its wholly-owned subsidiary in Spain, owns a 21.8% equity interest in RNR. Key to the Company’s acquisition of its investment in RNR was gaining access to the RNR plant. The Company believes the RNR plant can act as the central hub for its strategy in Spain, capable of accelerating the path to production from the Lomero Project using the RNR plant’s available capacity while also giving the Company exposure to cash flow from the resumption of operations at the Aguablanca underground mine.
The Company, through Alto, and the RNR Shareholder Group have entered into a joint venture agreement (the “JV Agreement”) pursuant to which Alto has been appointed as the operator of the Aguablanca Project. RNR is a joint venture in which the Company, through Alto, has joint control. As a result, the Company is accounting for its investment in RNR using the equity method.
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Recognizing the importance of the RNR Plant to the Company’s future development of its Lomero Project, the Company and the RNR Shareholder Group agreed in the JV Agreement to negotiate and enter into the necessary agreements for Alto to process ore from the Lomero Project at the RNR Plant under mutually agreed conditions, taking into account market conditions at the time of negotiation.
As operator of the RNR joint venture, the Company arranged commercial terms in 2024 with Boliden Commercial AB, a subsidiary of Boliden AB, for the sale at market prices of 100 per cent of the nickel-copper concentrates to be produced at the Aguablanca Project. The initial term of the agreement covers the period through mid-2031 and is renewable annually thereafter. The concentrates will be shipped from Aguablanca through the Huelva Port to Boliden's state-of-the-art nickel flash smelting facilities located in Harjavalta, Finland, the only nickel sulphide smelter in the European Union.
The Aguablanca Project has an approved EIS and an updated Underground Exploitation Plan already approved by the local mining authority. In May 2025, the application for the Water Concession for the Aguablanca Project was approved for a 20-year period. With all required permits in place, RNR has commenced preparations for the activities required to restart the plant and mining operations within the next 12 months.
RNR engaged METSO in 2025 to lead the work required to refurbish Aguablanca’s 5,000 tonnes per day processing plant. METSO is a global pioneer in providing sustainable technologies, integrated solutions and services for the quarrying, mineral processing and metal refining industries. As a first step in the process, IPH commenced work in September 2025 to assess and restore basic services in the processing plant. With IPH’s work coming to completion in March 2026, METSO is preparing to carry out a Phase 1 detailed assessment of the condition of the processing facility to determine the extent of the required expenditures to be carried out in the next two phases of the refurbishment program. The reconditioning services in Phase 2 and subsequent commissioning of the plant in Phase 3 may be financed by METSO, subject to both parties finalizing terms, and will be carried out by a Portuguese company with extensive experience in industrial maintenance under the supervision of METSO. As the processing facility has been maintained in good condition, maintenance and commissioning activities to resume operation of the plant are expected to last no longer than eight months. Refurbishment work on all plant services will run in parallel with the dewatering activities.
Dewatering activities commenced in mid-2025 with the installation of a forced evaporation system to accelerate the evaporation of water from the tailings dam during the hot summer months in Spain. The next step will be for the Company to commence the dewatering of the existing open pit to gain access to the underground mine workings. The design and engineering of the dewatering system has been completed and will be carried out by a renowned Andalusian company specializing in providing dewatering solutions for the mining sector. Dewatering activities to resume operation of the underground mine will commence once project financing is arranged and are expected to last no longer than six months.
Negotiations are ongoing with Endesa, one of the three largest electricity companies in Spain, for the installation and maintenance of underground electrical connections. Once dewatering is completed, the underground assessment of ventilation, ramp access and power in the mine will commence. Construction of a new escapeway system in the underground mine will commence after dewatering of the main ramp is completed.
In addition to the potential financing to be provided by METSO, the Company is continuing its efforts, as described on page 23, as operator of the joint venture to secure additional project financing directly through RNR to fund the capital expenditures associated with startup activities at the Aguablanca Project. If the work
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all goes as currently planned, the Company expects to have the Aguablanca underground mine back in production in the first half of 2027.
Mineral Resource and Mineral Reserve Estimates
On May 23, 2024, the Company filed a technical report entitled " Technical Report and Preliminary Feasibility Study for the Aguablanca Nickel-Copper Mineral Deposit, Extremadura Region, Spain " (the “Aguablanca PFS”), with an effective date of March 24, 2024, on SEDAR+. The Aguablanca PFS was prepared by RDA and supported the Company’s announcement on April 11, 2024. In conjunction with the Aguablanca PFS, the Company announced a MRE for the Aguablanca underground mine estimated in accordance with the CIM Definition Standards for Mineral Resources and Reserves incorporated by reference in NI 43-101. The Aguablanca PFS includes detailed information on the key assumptions, parameters and methods used to estimate the MRE and the Mineral Reserves for the Aguablanca Project.
The MRE is based on 496 diamond drillholes containing 25,025 assay intervals. Drilling includes two exploration holes which were recently drilled in 2023. Outlier grades were capped prior to compositing to 24,250 two-meter intervals. Nickel, copper and cobalt mineralization was estimated using ordinary kriging techniques based on detailed variography analysis of the mineral deposit. Gold, platinum and palladium mineralization was interpolated using inverse distance estimation techniques. Three-dimensional geology models were constructed to identify the mineralized domains of the mineral deposit. Mineralization is constrained geologically to the mineralized domains to accurately reflect the is situ mineralization. The mineral resource estimate was completed using Vulcan scientific software in a 3D block model, with blocks ranging from 4x4x4 meters down to 2x2x2 meters which is a size reflective of the selective mining unit envisioned for underground mining of the deposit.
The following table summarizes the MRE for the Aguablanca underground mine:
| Resource Category |
Cutoff (Ni%) |
Tonnage (K tonnes) |
Grade |
Grade |
Grade |
Grade |
Grade |
Grade |
Grade |
Contained Metal | Contained Metal | Contained Metal | Contained Metal | Contained Metal | Contained Metal | Contained Metal |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ni (%) |
Cu (%) |
Co (%) |
Pd (ppm) |
Pt (ppm) |
Au (ppm) |
NiEq (%) |
Ni (Klbs) |
Cu (Klbs) |
Co (Klbs) |
Pd (Oz) |
Pt (Oz) |
Au (Oz) |
NiEq (Klb) |
|||
| Measured | 0.35% | 4,048 | 0.66 | 0.60 | 0.02 | 0.29 | 0.34 | 0.17 | 0.95 | 58,836 | 53,512 | 1,473 | 38,033 | 43,919 | 21,954 | 84,493 |
| Indicated | 0.35% | 1,273 | 0.64 | 0.52 | 0.02 | 0.27 | 0.31 | 0.14 | 0.89 | 17,986 | 14,462 | 503 | 11,060 | 12,492 | 5,760 | 24,919 |
| Measured + Indicated |
5,321 | 0.65 | **0.58 ** | 0.02 | 0.29 | 0.33 | 0.16 | 0.93 | **76,822 ** | **67,974 ** | **1,976 ** | **49,094 ** | **56,411 ** | **27,715 ** | 109,412 | |
| Inferred | 0.35% | 4 | 0.67 | 0.61 | 0.02 | 0.31 | 0.37 | 0.17 | 0.96 | 66 | 60 | 2 | 45 | 54 | 24 | 95 |
Notes:
-
Reasonable prospects of eventual economic extraction were assessed by enclosing the mineralized material in the block model estimate in a 3D wireframe shape that was constructed based upon geological interpretations as well as adherence to a minimum mining unit with geometry appropriate for underground mining.
-
The cutoff grade of 0.35% Ni considered mining costs of:
-
a. Metal selling prices Ni at $7.30/lb and Cu selling prices of $3.50/lb,
-
b. Recoveries of Ni 82.8% and Cu 93.6%, and
-
c. Costs including mining, processing, general and administrative (G&A), and off-site realization (TCRC).
-
Nickel Equivalent is estimated as ((3.50/7.30) * Cu grade) + Ni Grade.
-
Mineral resources are not mineral reserves and do not have demonstrated economic viability.
-
Mineral resources are inclusive of mineral reserves.
-
Figures may not add up due to rounding.
The mine plan in the Aguablanca PFS is based on Mineral Reserves, as summarized in the following table, which have been estimated for a combination of sub-level extraction and long-hole open stoping underground mining methods. The MRE in the table above is inclusive of the Mineral Reserves estimate, which represents approximately 89% of the tonnes in the Measured and Indicated category of the MRE.
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The following table summarizes the Mineral Reserves for the Aguablanca underground mine:
| Reserve Category |
Cutoff (Ni%) |
Tonnage (K tonnes) |
Grade | Grade | Grade | Grade | Grade | Grade | Grade | Contained Metal | Contained Metal | Contained Metal | Contained Metal | Contained Metal | Contained Metal | Contained Metal |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ni (%) |
Cu (%) |
Co (%) |
Pd (ppm) |
Pt (ppm) |
Au (ppm) |
NiEq (%) |
Ni (Klbs) |
Cu (Klbs) |
Co (Klbs) |
Pd (Oz) |
Pt (Oz) |
Au (Oz) |
NiEq (Klb) |
|||
| Proven | 0.35% | 3,650 | 0.67 | 0.61 | 0.02 | 0.29 | 0.34 | 0.17 | 0.97 | 54,051 | 49,281 | 1,343 | 34,454 | 39,798 | 19,835 | 77,678 |
| Probable | 0.35% | 1,062 | 0.67 | 0.53 | 0.02 | 0.28 | 0.31 | 0.14 | 0.92 | 15,582 | 12,452 | 429 | 9,419 | 10,578 | 4,875 | 21,553 |
| Proven + Probable |
4,713 | 0.67 | 0.59 | 0.02 | 0.29 | 0.33 | 0.16 | 0.96 | 69,633 | 61,733 | 1,772 | 43,874 | 50,375 | 24,709 | 99,231 |
Notes:
-
CIM Definition Standards were followed for Mineral Reserves
-
Mineral reserves are not additive to mineral resources
-
Mineral reserves are based on the March 24, 2024 mineral resource estimate
-
Totals may not add up due to rounding
-
Mineral reserves are reported using $7.30/lb Ni, $3.50/lb Cu, $12/lb Co, $2,000/oz Au, $900/oz Pt and $1,200/oz Pd
-
The cutoff grade of 0.35% Ni considered mining costs of:
-
a. Metal selling prices Ni at $7.30/lb and Cu selling prices of $3.50/lb,
-
b. Recoveries of Ni 82.8% and Cu 93.6%, and
-
c. Costs including mining, processing, general and administrative (G&A), and off-site realization (TCRC).
-
Mineral reserves are constrained within a mine design.
-
Units are metric tonnes, metric grams, troy ounces and imperial pounds. Contained metal are estimates of in situ material and do not account for dilution of processing losses.
Aguablanca PFS
The Aguablanca PFS supports the economic viability of the Aguablanca Project using 50% of the processing plant’s capacity and preserving the opportunity to use the remaining capacity for the planned development of the Company’s nearby Lomero Project at a later date.
Over the projected 6-year LOM, production from the mining and processing of approximately 4.8 million tonnes of material is expected to recover 43.2 million pounds of payable nickel and 34.6 million pounds of payable copper through the sale of approximately 406,359 tonnes of nickel-copper concentrates. LOM all-in sustaining costs are expected to average $4.04 per pound of payable nickel on a by-product credit basis. The Aguablanca Project incorporates local contract mining and is expected to stimulate the local economy, benefitting Extremadura and surrounding communities through direct and indirect employment at the Aguablanca Project, local sourcing of services and supplies and community programs funded by the Company. At long-term nickel and copper prices of $7.30 per pound and $3.50 per pound, respectively, total LOM undiscounted after-tax Project cash flow from mining operations on a 100% basis amounts to $105.7 million. At a 5% discount rate, the net present value of the total LOM after-tax Project cash flow on a 100% basis amounts to $83.1 million. The Aguablanca PFS has an after-tax internal rate of return of 213% and payback after 1.2 years.
Future Exploration
The Company is in the process of designing a brownfield drilling program to commence after the resumption of operations aimed at extending the life of the Aguablanca mine, focusing on expanding reserves in the known main orebodies, as well as expanding the resource footprint of the satellite mineralization of the deposit.
Lomero Project, Iberian Pyrite Belt (Cu, Zn, Au, Ag, Pb)
The Company owns a 100% interest in the Investigation Permit Nº 14,977, also identified as Rubia, covering the areas occupied by the former Lomero-Poyatos Concessions and the mine within them, Investigation Permit Nº
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14.978, also identified as Palomarejo, and Investigation Permit Nº 15.092, also identified as Cruzadillo, all located in the Iberian Pyrite Belt (“IPB”) in Southern Spain (collectively, the “Lomero Project”). The Lomero Project is owned by Alto and is subject to a 2% net smelter returns royalty granted in connection with the initial acquisition of the project in April 2021.
Rubia Permit
The Rubia Permit is an investigative mining permit covering 15 graticular blocks totalling approximately 454 hectares within the adjoining municipalities of El Cerro del Andevalo and Cortegana within Huelva, Andalucia, southern Spain. The area covered by the Rubia Permit is located approximately 85 km northwest of Seville and 60 km northeast of the port of Huelva and includes the area previously occupied by 13 mining concessions including the former Lomero-Poyatos mine. The Lomero Project is a polymetallic deposit located within the Iberian Pyrite Belt, which is one of the largest districts of pyrite-rich massive sulphide deposits in the world. In April 2023, the Company announced that it received approval from the Mining Department in Huelva for an initial three-year extension of the Rubia Permit and in late 2025, the Company filed for a second three-year extension. The Company is making preparations to file a formal application for a mining license in 2026.
Palomarejo Permit
The Company also announced in April 2023 that it was granted the Palomarejo Permit to the west of the Rubia Permit. The Palomarejo Permit covers an area of 151 hectares in the Cortegana area (Huelva), increasing the Company’s exploration area by about 30%, and is in a similar geological setting as the adjacent polymetallic Lomero-Poyatos deposit. The Palomarejo Permit has an initial three-year term and the Company has filed for an extension for another three years. The Company is making preparations to file a formal application for a mining license in 2026.
Cruzadillo Permit
In September 2025, the Company was granted the Cruzadillo Permit covering an area of approximately 60 hectares located less than 1 km from the Company’s Rubia and Palomarejo Permits. The Cruzadillo Permit is important to the Company because it also provides the Company with legal coverage by preferential right over the land between Cruzadillo and the Company’s existing Rubia and Palomarejo Permits. Through this legal coverage, referred to as “Demasias”, the Company has influence over an additional 141 hectares within the IPB.
CRI Assets
In August 2021, the Company, through Alto, entered into an agreement with the creditors of Corporation de Recursos Iberia SL (“CRI”) pursuant to which it agreed to acquire all the assets of CRI related to the Lomero Project, including, but not limited to, physical assets, lands, warehouse and exploration assets, in exchange for making payments to the creditors of CRI. CRI was involved in a bankruptcy process in Spain and, on May 23, 2024, the Commercial Court nº 12 of Madrid approved the Company’s agreement with the creditors of CRI. In aggregate, the Company agreed to pay a total of EUR 1.9 million (equivalent to approximately $2.2 million) to the creditors of CRI, including EUR 1.3 million (equivalent to $1.5 million) that will be paid in five instalments over a four-year period. Cash in trust of approximately $0.4 million was used in June 2024 to fund certain payments to the creditors of CRI and a total of approximately $0.4 million was paid in cash to the creditors of CRI in the second half of 2024. In connection with the acquisition, the Company had historically incurred $0.8 million of costs that were considered deferred acquisition costs until the completion of the transaction and
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incurred an additional $0.4 million of transaction costs during the year ended December 31, 2024. The acquisition of the CRI assets was accounted for as an asset acquisition, with the acquisition costs paid allocated primarily to the E&E assets related to the Lomero Project. The transaction costs incurred by the Company related to this transaction have been capitalized as part of the consideration amount. In 2025, the Company made further payments related to the acquisition of the CRI assets amounting to $0.2 million. As at December 31, 2025, accounts payable and accrued liabilities include $1.3 million related to the acquisition of the CRI assets.
Mineral Resource Estimate
The Lomero Project has a rich history of exploration and production to substantiate the potential for future exploitation. To date, the Company’s exploration program has principally comprised surface and validation drilling, including twinning of historical drill holes, to confirm its understanding of the existing geological model for the known Lomero-Poyatos deposit.
The current MRE, effective as of July 31, 2023, was prepared following the completion of our three-phase drilling campaign carried out from 2021 through 2023. The surface validation and in-fill drilling campaigns carried out by the Company have identified mineralization over a strike of 1 km with a vertical extension of 400 m and increased the Company’s confidence in the geological model using data validated from previous historic drilling campaigns. Drill assays also validated the lateral and horizontal continuity of the massive sulphide and semi-massive sulphide mineralized lenses and confirmed the presence of higher-grade mineralized zones within the broader resource envelope. The geological model and current MRE include the results obtained from a total of 146 holes representing 44,228 meters of drilling completed by the Company plus another 55 historical holes drilled by Cambridge Mineral Resources representing 10,053 meters.
On November 2, 2023, the Company filed the Lomero Technical Report on SEDAR+. The Lomero Technical Report includes an updated MRE for the Lomero Project, with an effective date of July 31, 2023. The updated MRE converted approximately 73% of the initial Inferred MRE prepared in 2022 to the Indicated Mineral Resources category. The updated MRE for the Lomero Project is shown in Table 1 below. The mineral resource evaluation work was completed by Mr. Benjamin Parsons, MAusIMM (CP#222568), Principal Consultant (Resource Geology) with SRK Consulting (U.S.), Inc. (“SRK”), who is an independent qualified person. The Mineral Resources have been reported based on copper equivalent (“CuEq”) with the key assumptions included in the notes to the table. In order to meet “reasonable prospects for eventual economic extraction” requirement, the Lomero deposit has been deemed amenable to both open pit and underground mining (for the remaining material which has displayed continuity above the defined cut-off grades), with the cut-off grades of 0.4% CuEq for open pit resources and 0.6% CuEq for underground resources established using benchmarked costs taken from similar deposits within the Iberian Pyrite Belt and metallurgical recoveries based on the outcomes of the initial metallurgical test work completed by the Company between 2022 and 2023.
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Table 1: SRK CIM Compliant Mineral Resource Statement effective July 31, 2023 for the Lomero Project, Spain, reported based on Copper Equivalent (“CuEq”)[(2)]
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Average Value Material Content Metal
Mining Mass
Class Au Ag Cu Pb Zn Au Ag Cu Pb Zn CuEq CuEq
Type (Mt)
(g/t) (g/t) (%) (%) (%) (koz) (koz) (t) (t) (t) (%) (t)
OP [(4)] 5.92 2.22 23 0.74 0.45 1.02 422 4,468 43,867 26,492 60,454 1.96 115,702
Indicated UG [(5)] 1.82 2.45 28 0.41 0.50 1.07 143 1,627 7,392 9,029 19,439 1.74 31,600
Total 7.73 2.27 25 0.66 0.46 1.03 565 6,095 51,259 35,521 79,893 1.91 147,302
OP [(4)] 1.93 1.79 24 0.28 0.60 1.22 111 1,475 5,340 11,562 23,618 1.47 28,317
Inferred UG [(5)] 1.52 1.94 21 0.30 0.45 1.12 95 1,003 4,544 6,860 17,045 1.45 22,043
Total 3.45 1.86 22 0.29 0.53 1.18 206 2,478 9,884 18,422 40,662 1.46 50,359
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Notes:
(1) Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. All figures have been rounded to reflect the relative accuracy of the estimates. Gold, silver, copper, lead and zinc assays were capped where appropriate. It is assumed based on regional benchmarking that all the elements included in the CuEq calculation have a reasonable potential to be recovered and sold.
(2) The CuEq calculation has been defined using the following formula:
CuEq =((Au21.38)+(Ag0.42)+(Cu69.45)+(Pb12.68)+(Zn*25.46)/99.21)/ Cu Recovery
(3) Mineral resources are reported using an assumed CuEq cut-off grade based on metal price assumptions, variable metallurgical recovery assumptions, mining costs, processing costs, general and administrative (G&A) costs and variable NSR factors**. Mining, processing and G&A costs total US$31/t for Open Pit Mining and US$45/t for Underground Mining which includes assumptions for prices, recoveries and payabilities. The CuEq cut-off grade 0.4% CuEq (OP) and 0.6% CuEq (UG) is calculated by dividing the costs by the Cu Factor and recoveries.
-
(*) Metal price assumptions considered for the calculation of Metal Equivalent grades are: Gold (US$/oz 1,900.00), Silver (US$/oz 24.0), Copper (US$/lb 4.50), Lead (US$/lb 1.15) and Zinc (US$/lb 1.50)
-
(**) Cut-off grade calculations assume variable metallurgical recoveries as a function of grade and relative metal distribution. Average metallurgical recoveries are: Gold (35%), Silver (55%), Copper (70%), Lead (50%) and Zinc (77%).
-
(***) Cut-off grade calculations and metal equivalencies assume variable CuEq factors as a function of smelting, transportation costs and royalties (3%).
(4) Open pit (OP) mineral resources are constrained within NPV optimized pits which SRK based on assumed mining costs defined.
(5) Underground (UG) mineral resources represent all material below the proposed limiting pit shell which have been confirmed visually to form contiguous units with a minimum width of 2.5 x 2.5 x 1.25m
Toral Project, Leon Province (Zn, Pb, Ag)
The Company acquired 100% of the issued and outstanding shares (the “TMI Acquisition”) of Toral Metals Iberia S.L.U. (“TMI”, formerly Europa Metals Iberia S.L.U.) from Europa Metals Ltd. (“Europa”) on November 12, 2024. TMI owns a 100% interest in the Investigation Permit Nº 15,199 which covers the area occupied by the Toral Project in Northern Spain.
On November 30, 2022, following completion of its 2022 drilling campaign, Europa announced an updated JORC 2012 compliant MRE for the Toral Project prepared by Addison Mining Services Ltd. with an effective date of November 5, 2022. The database supporting the MRE included a total of 61,545 meters of drilling. Europa’s updated MRE for the Toral Project comprised:
-
An Indicated Mineral Resource of approximately 7Mt @ 5% Zn, 3.7% Pb and 29 g/t Ag, containing 349,000 tonnes of zinc, 260,000 tonnes of lead and 6.6 million ounces of silver, and
-
An Inferred Mineral Resource of approximately 13Mt @ 4.1% Zn, 2.3% Pb and 19 g/t Ag containing 540,000 tonnes of zinc, 300,000 tonnes of lead and 8 million ounces of silver.
The Company initially got involved in the Toral Project through a Definitive Option Agreement entered into with Europa in November 2022 pursuant to which Europa had granted two options to the Company to acquire up
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to an 80% ownership interest in TMI by carrying out a specified exploration program. The Company’s work in 2023 and 2024, including a drilling campaign comprised of approximately 6,200 meters of validation and infill drilling in nine holes completed within the project’s known Indicated Mineral Resource area, provided it with confidence in the potential for the Toral Project to become a long-life underground mining operation. Completing the acquisition of 100% of the Toral Project in late 2024 improved the Company’s flexibility to manage the development schedule for its projects in Spain without having to meet the specific obligations mandated under the Definitive Option Agreement, which was terminated on closing of the TMI Acquisition.
In October 2023, as part of the Company’s commitment under the Definitive Option Agreement, a formal application for a mining license for the Toral Project was completed and submitted to the Junta of Castille and Leon, the local mining authority. While the mining license application is being assessed, TMI’s Investigation Permit remains in effect.
In 2024 and 2025, the Company’s principal activities at the Toral Project have focused on the technical studies and other information required to support the mining license application process which is expected to reach a conclusion in the second half of 2026.
Results of Operations and Overall Performance
Revenues and Operating Costs
| Revenues and Operating Costs | |||||
|---|---|---|---|---|---|
| Fourth Quarter | Year | ||||
| ($000’s, except ounces andper oz data) | 2025 | 2024 | 2025 | 2024 | |
| Gold | |||||
| Ounces sold | 207 | - | 333 | - | |
| Average realized price ($/oz)(1) | $ 4,348 | $ | - | $ 4,008 | $ - |
| Silver | |||||
| Ounces sold | 4,055 | - | 5,749 | - | |
| Average realized price ($/oz)(1) | $ 62 | $ | - | $ 56 | $ - |
| Revenues | |||||
| Gold | $ 900 | $ | - | $ 1,336 | $ - |
| Silver | 251 | - | 320 | - | |
| Total | 1,151 | - | 1,656 | - | |
| Operating costs | 720 | - | 1,104 | - | |
| Total cash cost ($/oz)(1) | 2,266 | - | 2,352 | - |
(1) Refer to non-GAAP measures on page 31.
The Company commenced mining operations at the Zancudo Project in April 2025. During an “early production phase” until its 1,000 tpd processing plant goes into commercial operation in 2026, the Company is delivering crushed material from the Zancudo Project to port where it is being sold to Trafigura under the Company’s long-term offtake agreement. During the current early production phase, Trafigura’s payability rates range from 30% to 70% for gold and 20% to 40% for silver, depending on the grades of the material. Trafigura’s payability rates in the early production phase reflect the additional costs they will have to incur to bring the material to a saleable condition. When the processing plant becomes operational and the Company begins shipping concentrates, payability rates will increase to 86% to 90% for gold and 35% to 45% for silver.
The first shipment to Trafigura was completed in June 2025 and through the end of December 2025, the Company delivered a total of 2,092 tonnes. With grades averaging 7.9 g/t gold and 222.7 g/t silver, these
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shipments contained approximately 532 ounces of gold and 14,977 ounces of silver resulting in the Company receiving payment for approximately 333 ounces of gold and 5,749 ounces of silver. Revenue from these shipments in 2025 amounted to $1.7 million.
Operating costs associated with the shipments in 2025 comprised the contract mining fee, which is higher in the early production phase and will decrease once the contract miner opens up the new fronts currently in development that will facilitate the use of semi-mechanized mining methods, transportation costs, mine site overhead, royalties and selling costs. Total cash costs[NG] amounted to $2,352 per ounce of gold sold in 2025, resulting in a gross profit of $1,656 per ounce of gold sold, equivalent to approximately 41% of gold revenue. Total cash costs per ounce[NG] is expected to decrease once the Company begins producing and selling concentrates.
Other Profit and (Loss) Items
| Other Profit and (Loss) Items | ||||
|---|---|---|---|---|
| Fourth Quarter | Year | |||
| ($000’s) | 2025 | 2024 | 2025 | 2024 |
| G&A expenses | $ 1,478 | $ 1,248 |
$ 5,080 |
$ 4,391 |
| Share-based compensation expense | 345 | 23 | 953 | 298 |
| Finance costs (recovery) | 359 | (245) | 2,813 | 5,279 |
| Loss on financial instruments | 8,882 | 2,914 | 23,281 | 6,079 |
| Impairment charge | 1,274 | - | 1,274 | - |
| Other items: | ||||
| Loss (recovery) on settlement of Zancudo | ||||
| NSR Minimum Payment Adjustment | (415) | - | 621 | - |
| Gain on modifications of Convertible | ||||
| Debentures | - | 4,222 | - | 4,222 |
| Finder’s fee and other costs associated with | ||||
| acquisition of investment in joint venture | - | - | - | 800 |
| Gain resulting from capitalization of advances | ||||
| In joint venture | 794 | - | 794 | - |
| Gain on partial disposal of equity accounted | ||||
| joint venture | - | 1,225 | - | 1,225 |
| Recognition of accumulated foreign currency | ||||
| translation adjustment on disposal of foreign | ||||
| operation | 101 | 649 | 101 | 649 |
G&A expenses of $1.5 million in the fourth quarter of 2025, up from $1.2 million in the fourth quarter last year, brought the total G&A for 2025 to $5.1 million compared with $4.4 million for 2024. G&A expenses are generally attributed to costs associated with the corporate functions of the public company, including personnel related costs, board fees, legal and audit fees, insurance, business development, shareholder relations and investor relations program costs. The year-over-year increase G&A expenses can primarily be attributed to senior management additions in the third quarter of 2024, an increase in audit/accounting fees driven by the increase in the Company’s projects and activities, and an increase in business development, investor relations and marketing programs in 2025.
Share-based compensation expense represents the service cost of stock options and DSUs granted by the Company under its long-term incentive program to executive officers, directors, senior management and consultants. Stock options and DSUs typically vest over a one-year period following the grant date and the service cost is recognized over the vesting period. The $1.0 million expense recognized in 2025 primarily reflects service cost related to the 8,850,000 stock options granted in April and December 2025. The $0.3
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million expense recognized in 2024 primarily reflects the service cost of 4,200,000 stock options granted in May 2023 that completed their vesting in 2024.
Finance costs during the year ended December 31, 2025 amounted to $2.8 million, down from $5.3 million in 2024, and included the following major items:
-
Borrowing costs – gross borrowing costs, comprising interest and accretion, incurred in 2025 amounted to $4.4 million, of which $2.7 million was capitalized to the Zancudo Project. In 2024, gross borrowing costs amounted to $3.1 million and of which $2.2 million was capitalized. Gross borrowing costs include:
-
Interest of $2.9 million in 2025 related to the Convertible Debentures, up from $2.4 million in 2024 due to the issuance of the Convertible Debentures Series 2 in mid-2024; and,
-
Other borrowing costs in 2025 totalling approximately $1.5 million, respectively, associated with the Zancudo NSR agreement, the Zancudo Prepayment Facility, the Brockville and Zenk Promissory Notes and the short-term borrowings, compared with $0.7 million in 2024, predominantly related to the Zancudo NSR agreement.
-
Costs associated with the Convertible Debentures . In 2025, the Company incurred a total of $0.8 million of consent fees and other expenses to carry out the consent solicitation process as outlined on page 6 of this MD&A. In 2024, the Company recorded $0.6 million for a consent solicitation process completed in December 2024 and $0.3 million of finance costs associated with the issuance of the Convertible Debentures Series 2 in mid-2024.
-
Accretion of the amount payable in connection with the Company’s acquisition of its investment in RNR . The Company paid the acquisition cost for its investment in the RNR joint venture in several instalments in 2024 and then made the final payment in early 2025. As the obligation was non-interest bearing, it was initially recorded at a discounted amount on the acquisition date and then accreted with a charge to finance costs. In 2024, the Company recorded $3.4 million of accretion related to the discount in finance costs.
The Company’s Convertible Debentures are financial liabilities and have been designated at fair value through profit and loss (“FVTPL”). Driven by an increase in gold prices and the Company’s share price, the Company recognized a loss on financial instruments of $8.9 million in the fourth quarter of 2025 for the change in fair values of the Convertible Debentures bringing the cumulative loss for 2025 to $23.3 million. In the fourth quarter last year, the Company recognized a loss on financial instruments of $2.9 million which brought the cumulative loss for 2024 to $6.1 million.
Since the Company acquired the Phosphates Project in 2023, it has prioritized its technical and financial resources in Colombia on the development of its Zancudo Project and has not engaged in any exploration activities at the Phosphates Project. In light of the impact of the lack of historical mining works or operations on the Company’s ability to retain its rights to the phosphorite claims, and the Company’s current assessment of the economic potential of the Phosphates Project, it decided to abandon the claims. Consequently, in the fourth quarter of 2025, the Company recoded an impairment charge of $1.3 million related to its investment in the Phosphates Project.
Other items recorded in 2025 and 2024 are as follows:
- In 2025, the Company recognized a $0.6 million loss on settlement of the Zancudo NSR Minimum Payment Adjustment . As discussed on page 6 of this MD&A, the Company issued an aggregate of 2,083,500 units to a syndicate of third-party private investors in exchange for the cancellation of a total obligation of $750,000 for the Minimum Payment Adjustment for the 12-month period ended March 31, 2025 under the Zancudo NSR agreement. The loss represents the excess of the total fair value of
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the securities issued by the Company over the amount of the Zancudo NSR obligation.
-
In December 2024, as described on page 6 of this MD&A, the Company carried out a consent solicitation process to make amendments to certain terms of its Convertible Debentures. The change in the fair value triggered by these amendments resulted in the recognition of a gain on modifications of Convertible Debentures in 2024 of $4.2 million.
-
In 2024, the Company incurred a total of $0.8 million of one-time costs associated with the acquisition of its investment in the RNR joint venture , including due diligence costs and a finder's fee of EUR 200,000 to an unrelated third party, of which EUR 100,000 was paid in cash in April 2024 and the balance of EUR 100,000 was settled through the issuance of 231,123 common shares of the Company in October 2024.
-
On December 29, 2025, the Company and the RNR Shareholder Group formally capitalized advances each of the parties had made to the joint venture up to the end of 2024. As a result, the Company’s ownership in RNR increased to 21.8% and the Company recognized a gain of $0.8 million resulting from its increased equity interest in the net assets of the joint venture.
-
On December 27, 2024, the Company sold a 29% interest in the RNR joint venture back to the RNR Shareholder Group in exchange for a EUR 14.5 million (equivalent to $15.1 million) reduction in the remaining amount payable associated with its initial acquisition and recognized a gain on partial disposition of equity accounted joint venture in the amount of $1.2 million.
-
In 2025 and 2024, the recorded income of $0.1 million and $0.6 million, respectively, from the recognition of accumulated foreign currency translation adjustments previously included in accumulated other comprehensive loss on the balance sheet. The recognition of this income was triggered by the disposals of foreign operations, represented by the abandonment of the Phosphate Project in 2025 and the partial disposition of a 29% interest in the RNR joint venture in 2024.
Net loss
The Company reported a net loss of $10.2 million ($0.07 per share) in the fourth quarter of 2025 compared with net income of $2.1 million ($0.02 per share) in the fourth quarter of 2024. This brings the net loss for the full year in 2025 to $31.2 million ($0.27 per share) compared with a net loss of $9.9 million ($0.14 per share) in 2024. The year-over-year change in the Company’s net loss primarily reflects an increase in the non-cash loss recognized on financial instruments of $23.3 million in 2025 compared with $6.1 million in 2024. The loss on financial instruments reflects the impact of fluctuations in the gold price and the Company’s share price, both of which have increased in 2025 compared with last year, on the fair value of the Company’s Convertible Debentures. The fair value of the Convertible Debentures increased to $55.6 million at the end of 2025 compared with $29.5 million at the end of 2024.
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Summary of Quarterly Results
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| $000’s except ounces, per ounce | ||||||||
| and per share data | 4th Qtr | 3rd Qtr | 2nd Qtr | 1st Qtr | 4th Qtr | 3rd Qtr | 2nd Qtr | 1st Qtr |
| Operating data | ||||||||
| Gold sold (ounces) | 207 | 113 | 13 | - | - | - | - | - |
| Average realized gold | ||||||||
| price ($/oz sold)(1) | $ 4,348 | $ 3,469 | $ 3,303 | $ - | $ - | $ - | $ - | $ - |
| Total cash cost ($/oz sold)(1) | 2,266 | 2,522 | 2,260 | - | - | - | - | - |
| Financial data | ||||||||
| Revenue | $ 1,151 | $ 456 | $ 49 | $ - | $ - | $ - | $ - | $ - |
| Gross profit | 431 | 107 | 14 | - | - | - | - | - |
| Loss from operations | (2,666) | (1,394) | (1,413) | (1,282) | (1,236) | (1,080) | (1,773) | (1,400) |
| Net (loss) income | (10,231) | (11,666) | (5,012) | (4,243) | 2,129 | (9,466) | 8,523 | (11,111) |
| Per share - basic and diluted | (0.07) | (0.09) | (0.05) | (0.04) | 0.02 | (0.14) | 0.13 | (0.18) |
| Exploration and capital expenditures | 2,091 | 2,064 | 2,076 | 1,127 | 2,332 | 3,601 | 3,002 | 2,862 |
(1) Refer to non-GAAP measures on page 31.
Results of operations can vary significantly by quarter as a result of a number of factors. The Company’s level of activity and expenditures during a specific quarter are influenced by the level of working capital, the availability of external financing, the time required for ongoing administration and maintenance of the Company and its exploration and mining projects.
The Company issued the Convertible Debentures Series 1 in the fourth quarter of 2023 and followed up with the issuance of the Convertible Debentures Series 2 in the second quarter of 2024. The Convertible Debentures are financial liabilities and have been designated at FVTPL. Changes in assumptions used in the determination of fair value estimates for the Convertible Debentures including, but not limited to, volatility factors, risk-free rates, stock price, credit spreads, gold futures curve and liquidity discounts may also generate losses or gains on financial instruments that cause the results of operations to vary significantly by quarter.
The quarterly net income (loss) is also impacted by an increase in finance costs of the Company starting in the fourth quarter of 2023 primarily reflecting (i) the issuance of the Convertible Debentures and (ii) the recognition of non-cash accretion on the amount payable for the acquisition of the RNR investment.
Liquidity and Capital Resources
The Company’s capital management objective is to have sufficient capital to be able to execute its business plan and to service its debt obligations. The Company manages its capital structure, and makes adjustments to it, in the light of changes in economic conditions and the risk characteristics of the underlying mining and E&E assets. The continued exploration and development of the Company’s mining and E&E assets is dependent on the ability of the Company to secure sufficient funds through operations or other sources. Such funds may not be available on acceptable terms or at all. Subject to market conditions, the Company may complete additional private placements to fund its operating and investing activities as the need arises. When practicable, the Company may also continue to consider using equity to settle certain obligations to preserve its cash resources during the ramp up period for its projects.
In 2025, the Company raised a total of $16.1 million of net proceeds through three equity private placements completed in March, June and November to fund the ongoing operating and investing requirements at its projects in Spain and Colombia and for general corporate purposes. The Company also settled a total of $1.4
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million of Brockville Promissory Notes with common shares and warrants in conjunction with these private placements in lieu of using cash. Funding for the Zancudo Project in 2025 was also sourced from the Zancudo Prepayment Facility with Trafigura and short-term borrowing facilities in Colombia.
Potential sources of future liquidity for the Company reside within its current issued and outstanding securities. Subsequent to December 31, 2025, the Company issued a total of 33.9 million common shares during the first three months of 2026 through the exercise of warrants and stock options yielding total cash proceeds of CA$20.9 million (equivalent to approximately $15.2 million). The Company currently has a total of 59.5 million unlisted warrants issued and outstanding as at March 30, 2026, as summarized on page 5 of this MD&A, with expiry dates between 2026 and 2030 that are exercisable at prices ranging from CA$0.60 to CA$0.85 per share. The Company’s closing share price on Cboe Canada on March 30, 2026 was CA$0.99 per share and over the last 52 weeks has ranged between CA$0.41 and CA$1.17 per share. The full exercise of these warrants would generate total cash proceeds to the Company of approximately CA$39.0 million (equivalent to approximately $28 million). The Company’s Convertible Debentures have exercise prices of CA$0.45 per share for Series 1 and CA$0.60 per share for Series 2. Exercise of the conversion option by the holders could also result in substantial financial savings to the Company. That being said, the exercise of the warrants or the conversion option on the Convertible Debentures is solely at the discretion of the holders of the securities.
Trafigura Prepayment Financing Related to Zancudo Project
In April 2024, the Company signed a commercial agreement with Trafigura for the sale at market prices of 100% of the high-grade gold-silver concentrates to be produced at its Zancudo Project over the next eight years. In conjunction with this offtake arrangement, the Company executed the Zancudo Prepayment Facility on February 7, 2025 with Trafigura pursuant to which the Company will receive up to a total of $9.0 million from Trafigura in three advances as the Company reaches certain milestones related to construction activities at its Zancudo Project. Advances under the Zancudo Prepayment Facility bear interest at the three-month SOFR plus 6% (March 27, 2026 – 9.7%). Interest is being capitalized during a Grace Period ending June 30, 2026. Borrowings under the Zancudo Prepayment Facility will be repaid, with interest, over a 26-month period following the Grace Period. The Zancudo Prepayment Facility is secured by certain assets of the Company related to its Zancudo Project.
On February 21, 2025, the Company received the first advance of $2.5 million under the Zancudo Prepayment Facility. In October 2025, the Company received the second advance of $2.5 million following approval of the industrial facility permit for its Zancudo Project from Corantioquia, the local environmental authority in Colombia.
On signing of the Zancudo Prepayment Facility, the Company issued 3,000,000 common share purchase warrants to Trafigura with an exercise price of CA$0.74 per common share that will expire on February 7, 2028.
Zancudo NSR
A portion of the funding raised in 2024 for construction at the Zancudo Project was sourced through the sale in March 2024 of a 3% NSR on future production from the Zancudo Project, receiving gross net proceeds of $4.7 million.
The Zancudo NSR agreement includes a Minimum Payment Adjustment which is calculated on an annual basis, commencing March 31, 2025, until the Zancudo Project reaches commercial production as defined in the Zancudo NSR agreement. The Minimum Payment Adjustment is to be paid in cash to the Zancudo NSR
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holders and represents the difference between $750,000 and the aggregate amount of actual Zancudo NSR paid to the Zancudo NSR holders during the preceding 12-month period. Once commercial production is achieved, the Minimum Payment Adjustment is cancelled. For the 12-month period ended March 31, 2025, the Company was obligated to pay the full Minimum Payment Adjustment of $750,000 as the Zancudo Project was not in production and did not pay any royalties. On April 30, 2025, the Company settled its Minimum Payment Adjustment obligation, as described on page 6, through the issuance of common shares and warrants to the Zancudo NSR holders in lieu of making the required cash payments. With the commencement of production at the Zancudo Project starting in the second quarter of 2025, the Company paid approximately $40,000 of royalties to the Zancudo NSR holders in 2025. As such, the Company expects that it will have to make a top up payment to the Zancudo NSR holders in April 2026 to satisfy its Minimum Payment Adjustment obligation as of March 31, 2026.
The Zancudo NSR agreement also includes a provision that if commercial production, as defined in the Zancudo NSR agreement, has not been achieved by the Zancudo Project by March 31, 2029, then the Zancudo NSR holders may elect to sell to the Company, and the Company shall be obligated to purchase, the Zancudo NSR for an amount equal to the upfront cash payment totaling $5.0 million (the “Put Option”). Once commercial production has been achieved, the Put Option is also cancelled.
Based on the Company’s projected ramp up in mining operations and production at the Zancudo Project in the next 12 months, the Company expects to achieve the commercial production level specified in the Zancudo NSR agreement prior to March 31, 2027, thereby cancelling both the Minimum Payment Adjustment and the Put Option prior to that date.
Aguablanca Project Re-Start and Related Financing
As described elsewhere in this MD&A, the Company’s strategy includes a planned re-start of operations at the Aguablanca Project within the next 12 months. Pursuant to the new RNR shareholders agreement entered into with the RNR Shareholders Group at the end of 2024, the Company advanced a total of $3.2 million in 2025 to the RNR joint venture to fund overhead and site related costs. In the first three months of 2026, the Company has made further advances amounting to a total of $0.5 million. The RNR shareholders agreement specifies that these advances will be repaid to the Company, with interest, from future cash flows from the Aguablanca Project within five years of the re-start of operations.
The Company, as operator, has been tasked with coordinating the financing on behalf of the RNR joint venture to fund the capital cost of the re-start activities which are currently estimated to total approximately EUR 22 million (equivalent to approximately $25 million). In late March 2026, the Company, as operator and on behalf of the Rio Narcea Recursos, S.A. (“RNR”) joint venture, closed a first tranche of $7.0 million in a private placement of RNR Notes. Insiders of the Company, including Serafino Iacono, Executive Chairman, and Federico Restrepo-Solano, CEO and a director, subscribed for a total of approximately $2.7 million of the RNR Notes. The Company expects to close a final tranche of RNR notes for $0.5 million in early April 2026. The Company is also currently in a process with a third party for a EUR 20 million senior secured facility to be undertaken by RNR that is expected to be finalized in the second quarter of 2026. With these financings in place, the RNR joint venture will be in a position to immediately commence the activities to re-start operations at the Aguablanca Project without the need for additional advances from the Company. Production at Aguablanca is expected to commence in the first half of 2027.
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Going Concern and Working Capital Deficit
The Company commenced mining operations at its Zancudo Project in April 2025 and recorded its first revenues from production in June 2025. Gross profit from production in 2025 was $0.6 million. In 2025, the Company reported a net loss of $31.2 million, including a non-cash loss on financial instruments of $23.3 million, and net cash used in operating activities of $4.7 million.
As at December 31, 2025, the Company has cash and cash equivalents of $6.9 million and a working capital deficiency of $53.8 million (2024 - $32.5 million), including $55.6 million for the Convertible Debentures (2024 - $29.5 million). The Convertible Debentures are carried at fair value through profit or loss. The principal amount of the Convertible Debentures issued and outstanding at the end of 2025 is CA$34.2 million (equivalent to $24.9 million) and they are not repayable in cash within the next 12 months. However, the Company must commence paying quarterly gold premiums, as described on page 27, in cash on the Convertible Debentures starting in June 2026 of up to 30.6% per quarter on the principal amount for Series 1 and up to 25% per quarter on the principal amount for Series 2.
Subsequent to December 31, 2025, the Company’s cash position was bolstered during the first three months of 2026 through the issuance of a total of 33.9 million common shares through the exercise of warrants and stock options yielding total cash proceeds of CA$20.9 million (equivalent to approximately $15.2 million).
The Company is generating cash flow from its mining operations which is expected to increase as it continues the ramp up of its Zancudo mining operations to reach commercial production in 2026. The Company also has approximately $3.4 million of financing available through the Zancudo Prepayment Facility to fund construction at the Zancudo Project. However, it will require additional sources of capital to fund ongoing operational requirements, planned exploration, development and capital expenditures related to its mineral property and E&E assets, and to pay the gold premiums and interest on its Convertible Debentures. To continue as a going concern, the Company must generate sufficient operating cash flow to fund these requirements or secure new funding. There can be no assurance that these initiatives will be successful. These material uncertainties cast significant doubt as to the ability of the Company to meet its business plan and obligations as they come due and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern.
The Company believes that the going concern assumption is appropriate for the Financial Statements and that it will be able to fund its operational requirements, planned exploration and capital programs and its debt service on the Convertible Debentures during the current year and beyond. There is no guarantee that the Company will be successful in its endeavors and no certainty as to the timing of the Company’s impending exploration and development programs, the ramp up in mining operations at the Zancudo Project or the commencement of mining operations at the Aguablanca Project. Should the going concern assumption not be appropriate and the Company is not able to realize its assets and settle its liabilities, the Financial Statements of the Company would require adjustments to the amounts and classifications of assets and liabilities, and these adjustments could be material.
Operating activities
Net cash used in operating activities in 2025 amounted to $4.7 million, up from $4.0 million in 2024, primarily reflecting the Company’s G&A expenses, net of amortization, of $4.9 million (2024 – $4.2 million). In 2025, the Company’s operating cash flow benefitted from the gross profit of $0.6 million from the sale of its gold and silver production from its Zancudo Project (2024 - $nil) and finance income of approximately $0.1 million (2024 - $0.2 million), offset by a $0.5 million increase in non-cash working capital items. In 2024, operating cash flow
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also reflected the $0.8 million finder’s fee and other costs associated with the acquisition of the Company’s investment in the RNR joint venture, offset by a $0.8 million decrease in non-cash working capital items.
Investing activities
Net cash used in investing activities in 2025 amounted to $10.9 million compared with $22.1 million in 2024, including:
-
$7.4 million, down from $11.8 million in 2024, for expenditures on the Company’s mineral property, plant and equipment and E&E assets as detailed by project in the table below. Activity over the last 2 years has focused primarily on the Zancudo Project which commenced mining operations in the second quarter of 2025 and is ramping up operations in 2026 as it completes the construction of its new processing plant.
-
$3.1 million of advances to the RNR joint venture in 2025 to fund overhead and site related costs while the Company, in its role as operator, coordinates the financing for the RNR joint venture (see page 23).
-
to facilitate the restart activities for the Aguablanca Project in 2026. In 2024, the Company paid $1.4 million of capital contributions toward funding of the RNR joint venture.
-
$0.3 million for the final payment in 2025 to the RNR Shareholder Group in connection with the Company’s acquisition of its equity interest in the RNR joint venture. In 2024, the Company paid $8.4 million related to the acquisition of its joint venture interest.
-
$0.2 million paid in 2025 in connection with the acquisition of the CRI assets at the Lomero Project as described on page 14. In 2024, the Company paid $0.4 million related to the acquisition of the CRI assets and $0.1 million of deferred acquisition costs.
Total E&E and capital expenditures by project over the trailing eight quarters is as follows:
| Colombia Zancudo Project $ 4,583 $ 1,464 $ 1,161 $ 1,247 $ 711 Spain Lomero Project 2,041 476 617 626 322 Toral Project 734 151 268 221 94 |
$ 8,903 $ 1,513 $ 2,931 $ 2,132 $ 2,327 2,158 804 494 561 299 736 15 176 309 236 |
|---|---|
| Total expenditures $7,358 $2,091 $2,046 $2,094 $1,127 |
$11,797 $2,332 $3,601 $3,002 $2,862 |
Financing activities
Net cash provided by financing activities in 2025 was $21.1 million, including total net proceeds of $16.1 million from the 2025 Private Placement and two LIFE Offerings. The Company also received $4.9 million of net proceeds from the first two advances under the Zancudo Prepayment Facility from Trafigura and $1.3 million of funding from short-term borrowings associated with the Zancudo Project. Interest paid in 2025 amounted to $1.4 million, of which $0.5 million related to the Convertible Debentures Series 2 was funded by a reduction in cash in trust.
Pursuant to a modification to the terms of the Convertible Debentures in June 2025, as outlined on page 6, the Company issued a total of 1,947,458 common shares in 2025 to settle interest totaling $1.7 million on the Convertible Debentures for the months of June through December 2025. Subsequent to December 31, 2025,
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the Company issued another 1,513,187 common shares during the three months ended March 31, 2026 to settle the monthly interest payments on the Convertible Debentures totaling $0.7 million and issued 8,645,816 common shares to settle the $4.5 million quarterly gold premium on the Convertible Debentures Series 1 due at the end of January 2026. The Company will continue to use common shares (i) to settle the monthly interest obligations for the Convertible Debentures for April and May 2026 and (ii) to settle the quarterly gold premium payable on the Convertible Debentures Series 1 due at the end of April 2026.
Net cash provided by financing activities in 2024 was $20.0 million, including $9.7 million of net proceeds received from the issuance of the Convertible Debentures Units, $4.7 million of net proceeds received from the sale of the 3% NSR on Zancudo, $5.9 million from private placements and $1.6 million from the exercise of warrants and options. Cash in trust provided $0.9 million of cash in 2024, reflecting the portion of the proceeds set aside on issuance of the Convertible Debentures to fund the first 12 months’ interest payments. As at December 31, 2024, cash in trust included $0.5 million that was used in 2025 to fund the monthly interest payments on the Convertible Debentures Series 2 through May 2025.
Related Party Transactions
Key management personnel
Key management personnel during the year ended December 31, 2025 comprised the Company’s Executive Chairman, Chief Executive Officer, Chief Financial Officer, General Counsel & Secretary and the non-executive directors. In addition to their short-term employee benefits, comprised of salaries or director fees, as applicable, executive officers and non-executive directors also received share-based compensation through participation in the Company’s long-term incentive program, which includes the stock option plan and the DSU plan.
During the year ended December 31, 2025, the Company granted a total of 5,725,000 stock options to its key management personnel and a total of 268,656 DSUs to its non-executive directors. During the year ended December 31, 2024, the Company granted a total of 400,000 stock options to two new non-executive directors. All stock options and DSUs granted in 2025 and 2024 were subject to a one-year vesting period.
Key management personnel compensation comprised the following:
| 2025 | 2024 | ||
|---|---|---|---|
| Salaries, benefits and directors’ fees | $ 1,088 | $ | 950 |
| Share-based compensation issued | 870 | 255 | |
| $1,958 | $ | 1,205 |
Other related party transactions
In December 2024, Brockville International Holdings Ltd. (“Brockville”), an entity controlled by the Executive Chairman of the Company, advanced CA$0.7 million (equivalent to $0.5 million) to the Company by way of a promissory note (“Brockville Promissory Note”) maturing June 30, 2025. The proceeds were used by the Company toward the funding for the remaining acquisition payments totalling EUR 0.5 million owing to the RNR Shareholder Group (Note 5) in connection with the Company’s acquisition of a 21% equity interest in RNR. In January and February 2025, the Company received two additional advances from Brockville totalling CA$0.8 million (equivalent to approximately $0.6 million) on the same terms and conditions as the first Brockville Promissory Note. The proceeds of these additional Brockville Promissory Notes were used by the Company to fund an advance to RNR and for general corporate purposes. These Brockville Promissory Notes
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were settled in March 2025 in conjunction with the Company’s non-brokered private placement (page 6). Interest on the Brockville Promissory Notes was incurred at a rate of 12% per annum.
In May 2025, Brockville advanced CA$0.4 million (equivalent to $0.3 million) to the Company by way of an unsecured promissory note due October 31, 2025 on the same terms and conditions as the previous Brockville Promissory Notes. The proceeds were used to fund certain expenditures at the Zancudo Project while the Company awaited receipt of the second advance under the Zancudo Prepayment Facility. In October 2025, the maturity date for this Brockville Promissory Note was extended to November 30, 2025. At Brockville’s request, the Company then settled this promissory note in conjunction with the Company’s November 2025 LIFE Offering.
The Company also received an advance in May 2025 of $0.6 million from Zenk Capital Private Fund, an entity controlled by the Chief Executive Officer of the Company, by way of an unsecured promissory note due November 30, 2025 to fund the payment of certain accounts payable at the Lomero Project and to fund an advance to RNR. Interest on the Zenk Promissory Notes was incurred at a rate of 12% per annum. The Company repaid this promissory note in cash in November 2025.
These transactions, occurring in the normal course of operations, are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
Financial Instruments
The nature of the acquisition, exploration, development and operation of mineral properties exposes the Company to risks associated with fluctuations in commodity prices, foreign currency exchange rates and credit risk. The Company may at times enter into risk management contracts to mitigate these risks. It is the Company’s policy that no speculative trading in derivatives shall be undertaken.
The Company may at times hold financial instruments, derivatives and/or contracts containing embedded derivatives, which are recorded on its consolidated balance sheet at fair value with gains and losses in each period included in profit (loss) and in other comprehensive income (loss), as appropriate. The most significant of these instruments are the Convertible Debentures.
As of December 31, 2025, the outstanding aggregate principal value of the Convertible Debentures is CA$34.2 million and the carrying value is $55.6 million. The Convertible Debentures bear interest at 12% per annum, payable monthly. In addition to the interest, the Convertible Debentures will pay a quarterly gold premium starting in 2026. The gold premiums will represent a percentage equal to 25% of (i) the amount, if any, by which the London Bullion Market Association Gold Price (the “Spot Price”) on the respective measurement dates exceeds a prescribed floor price (Convertible Debentures Series 1 - $1,800 per ounce; Convertible Debentures Series 2 - $2,000 per ounce) divided by (ii) the respective floor price. The quarterly gold premium payments will be equal to the gold premium multiplied by the principal amount of the Convertible Debentures. The Company has not entered into any instruments to hedge against the market movement of gold. To reduce the risk that rising gold prices will result in higher gold premiums to be paid, the Company implemented, through the consent solicitation process completed in mid-2025, a maximum of $4,000 per ounce (the “Maximum Spot Price”) for the Spot Price to be used in the gold premium calculations. As current gold prices are above the Maximum Spot Price, the Company has capped its risk associated with the gold premiums. Further information about the Company’s financial instruments, derivatives and contracts containing embedded derivatives and associated risks is outlined in Note 15 to the Financial Statements.
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Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
Critical Accounting Estimates
The preparation of the consolidated financial statements requires management to make significant estimates and assumptions in determining carrying values. Estimates are continuously evaluated and are based on management’s best knowledge of the relevant facts and circumstances, having regard to prior experience, but actual results may differ significantly from the amounts included in the consolidated financial statements. The critical estimates applied in the preparation of the Company’s Financial Statements are consistent with those applied and disclosed in Note 4 to the Financial Statements.
E&E assets
The Company has incurred E&E costs during the year at its Lomero and Toral Projects. Management is required to apply judgment in determining whether technical feasibility and commercial viability can be demonstrated for mineral properties. The technical feasibility and commercial viability is based on management’s evaluation of the geological properties of a mineral deposit based on information obtained through evaluation activities, including metallurgical testing, resource and reserve estimates and economic assessment of whether the mineral deposit can be mined economically. Once technical feasibility and commercial viability of a mineral property can be demonstrated, exploration costs will be assessed for impairment and reclassified to development projects within mineral properties.
Indicators of Impairment
The carrying amounts of mineral property, plant and equipment, E&E assets, development assets and the investment in joint venture are assessed for any impairment indicators such as events or changes in circumstances which indicate that the carrying value may not be recoverable. If there are indicators of impairment, an exercise is undertaken to determine whether the carrying amounts are in excess of their recoverable amount.
The Company considers both internal and external sources of information in assessing whether there are any indications that long-lived assets are impaired. A key assumption used in the factors considered is the expected economic performance of the assets. External sources of information the Company considers include changes in the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of its long-lived assets. Internal sources of information the Company considers include the manner in which mineral property, plant and equipment are being used or are expected to be used, which includes management judgment, and in respect of exploration assets, the right to explore in the specific area has or will expire in the future and is not expected to be renewed, substantive expenditures are neither budgeted or planned, exploration has not led to the discovery of commercially viable quantities of mineral resources or sufficient data exists that although development of a specific area is likely to proceed, the carrying amount of the assets is unlikely to be recovered.
Recoverability of advances to joint venture
The recoverability of advances to joint venture are expected to be repaid following the joint venture securing project financing or achieving commercial production. Management assesses expected credit losses
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considering: (i) project development risks and timelines; and (ii) financing market conditions. Management has concluded no expected credit loss allowance is required at December 31, 2025.
Convertible Debentures
The Convertible Debentures have been designated at FVTPL. Fair values have been determined based on valuation methodologies that capture all of the features of the Convertible Debentures to arrive at the value of these Convertible Debentures. The fair value estimates are based on numerous assumptions including, but not limited to, volatility factors, risk-free rates, liquidity discount, stock price and credit spreads. The fair value estimates may differ from actual fair values and these differences may be significant and could have a material impact on the Company’s financial position and results of operations.
Provision for decommissioning
The Company assesses its provision for decommissioning when new material information becomes available. Mining and exploration activities are subject to various laws and regulations governing the protection of the environment. In general, these laws and regulations are continually changing, and the Company has made, and intends to make in the future, expenditures to comply with such laws and regulations.
Share-based payments
The factors affecting stock-based compensation include estimates of when stock options might be exercised and share price volatility. The timing of exercise of options is out the Company’s control and will depend upon a variety of factors, including the market value of the Company’s shares and financial objectives of the sharebased instrument holders. The Company uses historical data to determine volatility in accordance with appropriate fair value methodology. However, the future volatility is uncertain, and the model has its limitations.
Recent Accounting Pronouncements
New accounting standards issued but not yet effective
IFRS 18 – Presentation and Disclosure in Financial Statements
On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in the Financial Statements (“IFRS 18”) replacing IAS 1. IFRS 18 introduces categories and defined subtotals in the statement of profit or loss, disclosures on management-defined performance measures, and requirements to improve the aggregation and disaggregation of information in the financial statements. The adoption of IFRS 18 will not affect net income, but it will change how income and expenses are presented. Items of income and expenses in the statement of operations will be classified into three new categories of operating, investing, and financing, with new subtotals presented. As a result of IFRS 18, amendments to IAS 7 Statement of Cash Flows were also issued to require that entities use the operating profit subtotal as the starting point for the indirect method of reporting cash flows from operating activities and also to remove presentation alternatives for interest and dividends paid and received. Similarly, amendments to IAS 33 Earnings per Share were issued to permit disclosure of additional earnings per share figures using any other component of the statement of profit or loss, provided the numerator is a total or subtotal defined under IFRS 18. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted. The Company is currently assessing the impact of the standard on its financial statements.
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Disclosure Controls and Procedures and Internal Controls Over Financial Reporting
Internal controls over financial reporting
The Company's management, including the Chief Executive Officer and Chief Financial Officer, are responsible for establishing adequate internal controls over financial reporting that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. In addition, management, including the Chief Executive Officer and Chief Financial Officer, are responsible for establishing that adequate disclosure controls and procedures have been designed to provide reasonable assurance that all material information required to be disclosed by the Company is accumulated and communicated to senior management as appropriate and recorded, processed, summarized and reported to allow timely decisions with respect to required disclosure, including in its annual filings, interim filings or other reports filed or submitted by it under securities legislation.
As of the end of the period covered by this MD&A and the accompanying financial statements, the Company's management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of its internal control over financial reporting. In making this assessment, management used the criteria specified in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer, have concluded that the Company’s internal control over financial reporting was effective as at December 31, 2025. In addition, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's disclosure controls and procedures and internal controls over financial reporting were effective as of December 31, 2025.
Changes in internal controls
During the three months ended December 31, 2025, there were no changes in the Company's internal controls over financial reporting that materially affected or are reasonably likely to materially affect the Company's internal controls over financial reporting.
Limitations of controls and procedures
The Company's management, including the Chief Executive Officer and Chief Financial Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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Non-GAAP Measures
The Company has included non-GAAP measures in this MD&A such as average realized gold and silver prices per ounce sold, total cash cost (by-product) per ounce sold and AISC per ounce sold. These non-GAAP measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
These measures do not have any standardized meaning prescribed under IFRS and therefore may not be comparable to other issuers. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company’s underlying performance of its core operations and its ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Non-GAAP measures referred to in this MD&A are defined and calculated as follows:
-
“ Average realized gold and silver prices per ounce sold ” is calculated by dividing gold or silver revenue, as applicable, by the respective number of ounces sold.
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“ Total cash costs per ounce sold ” is calculated on a by-product basis by deducting revenues from silver sales from operating costs and dividing the sum by the number of gold ounces sold. Operating costs include mining, transportation, mine site overhead, royalties and selling costs.
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“ AISC per ounce sold ”, as incorporated in the PEA for the Zabcudo Project, includes total cash costs, as defined above, and adds the sum of sustaining capital and exploration expenditures, dividd by the number of gold ounces sold.
The following tables reconcile the Company’s average realized gold and silver prices and total cash costs, all on a per ounce sold basis, as disclosed in this MD&A for the quarters and the year ended December 31, 2025:
| $000’s, except ounce and per | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Year |
|---|---|---|---|---|---|
| ounce data | 2025 | 2025 | 2025 | 2025 | 2025 |
| Revenues | |||||
| Gold | $ - | $ 44 | $ 392 | $ 900 | $ 1,336 |
| Silver | - | 5 | 64 | 251 | 320 |
| $- | $49 | $456 | $1,151 | $1,656 | |
| Ounces sold | |||||
| Gold | - | 13 | 113 | 207 | 333 |
| Silver | - | 138 | 1,556 | 4,055 | 5,749 |
| Average realized price ($/oz sold) | |||||
| Gold | $ - | $ 3,303 | $ 3,469 | $ 4,348 | $ 4,008 |
| Silver | - | 36 | 41 | 62 | 56 |
| $000’s, except ounce and per | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Year |
| ounce data | 2025 | 2025 | 2025 | 2025 | 2025 |
| Gold ounces sold | - | 13 | 113 | 207 | 333 |
| Operating costs | $ - | $ 35 | $ 349 | $ 720 | $ 1,104 |
| Less: silver revenue | - | (5) | (64) | (251) | (320) |
| Total cash costs on a | |||||
| by-product credit basis | $- | $30 | $285 | $469 | $784 |
| Total cash costs per ounce | |||||
| ofgold sold | $ - | $ 2,260 | $ 2,522 | $ 2,266 | $ 2,352 |
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Risks and Uncertainties
Exploration, development and mining of precious and other metals involve numerous inherent risks as a result of the economic conditions in the various areas of operation. As such, the Company is subject to several financial, operational and political risks that could have a significant impact on its profitability and levels of operating cash flows. Although the Company assesses and minimizes these risks by applying high operating standards, including careful management and planning of its facilities, hiring qualified personnel and developing their skills through training and development programs, these risks cannot be eliminated.
Such risks include:
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General
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Limited operating history
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Negative operating cash flow and dependence on third-party financing
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Uncertainty of additional financing
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Competitive conditions
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Title to properties
-
Property commitments
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Risks related to the cyclical nature of the resource exploration business
-
Conflicts of interest
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Permits and licenses
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Environmental and other regulatory requirements
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Decommissioning and reclamation
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Climate change risks
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Legal and litigation
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Foreign currency translation
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Taxation
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Uninsured and uninsurable risks
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Volatility of share price
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Sales of a significant number of common shares could suppress share price
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Liquidity
-
No known mineral reserves or mineral resources
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Exploration risks
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Corruption and bribery laws
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Shareholder activism
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Public corporation obligations
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Community relations
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Reliance upon key personnel
-
Colombia specific
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Emerging market country
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Economic and political developments
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Decline in economic growth
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Extensive controls & changes in laws or regulations
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Corruption
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Money laundering and other illegal and improper activities
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Delays in obtaining environmental and other licenses
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Seizure or expropriation of assets
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Protection on mining rights
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-
Local legal and regulatory systems
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Colombia is a less developed country
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Guerilla and other criminal activity
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US – Colombia tensions
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Spain specific
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Economic, political and regulatory environment
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Macroeconomic and financials risks
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Political fragmentation and public response capacity
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Environmental, climate and biodiversity risks
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Water, permits and social license to operate
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Geopolitical conflicts and Spain’s indirect exposure
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International trade and dependence on the European environment
If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the Company is currently aware or which it considers to be material in relation to the Company's business actually occur, the Company's assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected. In such circumstances, the prices of the Company's securities could decline and investors may lose all or part of their investment.
Readers are encouraged to read and consider the risk factors listed above which are more specifically described under the caption “Risk Factors” in the Company’s Annual Information Form dated as of March 31, 2026 which is available for view under Denarius Metals’ profile on SEDAR+ at www.sedarplus.ca. Such risk factors could materially affect the future operating results of the Company and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.
Cautionary Note Regarding Forward Looking Statements
Certain statements in this MD&A constitute forward-looking information. Often, but not always, forward-looking statements use words or phrases such as: "expects", "does not expect" or "is expected", "anticipates" or "does not anticipate", "plans" or "planned", "estimates" or "estimated", "projects" or "projected", "forecasts" or "forecasted", "believes", "intends", "likely", "possible", "probable", "scheduled", "positioned", "goal", "objective" or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such forward-looking statements, including but not limited to statements with respect to anticipated business plans or strategies, including future exploration activities that may be carried out by the Company, involve known and unknown risks, uncertainties and other factors which may cause the actual actions, events and results to be materially different from estimated actions, events or results expressed or implied by such forward-looking statements. The Company believes the expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “ Risk Factors ” in the Company’s Annual Information Form dated as of March 31, 2026 which is available for view under Denarius Metals’ profile on SEDAR+ at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws.
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