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Itafos Inc. — Management Reports 2025
Nov 5, 2025
44876_rns_2025-11-05_ef67eea6-965b-415b-81a8-be59eb873249.pdf
Management Reports
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ITAFOS

Management's Discussion and Analysis of Operations and Financial Condition
For the three and nine months ended September 30, 2025 and 2024
November 5, 2025
ITAFOS
TABLE OF CONTENTS
- INTRODUCTORY NOTES... 3
- GENERAL COMPANY INFORMATION... 4
- HIGHLIGHTS... 7
- OUTLOOK... 19
- SUMMARY OF QUARTERLY RESULTS... 20
- STATEMENTS OF OPERATIONS... 21
- FINANCIAL CONDITION... 23
- NON-IFRS MEASURES... 27
- BUSINESS RISKS AND UNCERTAINTIES... 37
- CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS... 39
- CONTROLS AND PROCEDURES... 39
- OTHER DISCLOSURES... 40
ITAFOS
1. INTRODUCTORY NOTES
GENERAL INFORMATION
This management's discussion and analysis of operations and financial condition for the three and nine months ended September 30, 2025 (the "MD&A") is as of November 5, 2025 and should be read in conjunction with the Company's:
- unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2025 (the "Interim Financial Statements");
- audited consolidated financial statements for the year ended December 31, 2024 (the "2024 Consolidated Financial Statements");
- management's discussion and analysis of operations and financial condition for the year ended December 31, 2024 (the "2024 MD&A"); and
- annual information form for the year ended December 31, 2024 (the "2024 AIF").
The amounts contained herein are in thousands of US Dollars ("$") except for the number of shares, per share amounts, number of restricted share units ("RSUs") and as otherwise noted.
Except as otherwise noted, all figures herein are presented in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS"). This MD&A considers both IFRS and certain non-IFRS measures that management considers to evaluate the Company's operational and financial performance. Non-IFRS measures are a numerical measure of a company's performance, that either include or exclude amounts that are not normally included or excluded from the most directly comparable IFRS measures. Management believes that the non-IFRS measures provide useful supplemental information to investors, analysts, lenders and others. In evaluating non-IFRS measures, investors, analysts, lenders and others should consider that non-IFRS measures do not have any standardized meaning under IFRS and that the methodology applied by the Company in calculating such non-IFRS measures may differ among measures reported by other issuers. Non-IFRS measures should not be considered as a substitute for, nor superior to, measures of financial performance prepared in accordance with IFRS. Definitions and reconciliations of non-IFRS measures to the most directly comparable IFRS measures are included in Section 8 of this MD&A. Unless otherwise described, these non-IFRS measures are calculated consistently from period to period.
A copy of this MD&A and additional information relating to the Company is available under the Company's profile on Canada's System for Electronic Document Analysis and Retrieval+ ("SEDAR+") at www.sedarplus.ca and on the Company's website at www.itafos.com.
FORWARD-LOOKING INFORMATION
Cautionary statements regarding forward-looking information and risks and uncertainties affecting forward-looking information are included in Section 9 of this MD&A.
ITAFOS
2. GENERAL COMPANY INFORMATION
OVERVIEW
Itafos Inc. (the “Company”) is a phosphate and specialty fertilizer company. The Company’s businesses and projects are:
- Conda – a vertically integrated phosphate fertilizer business located in Idaho, US with production capacity as follows:
- approximately 550kt per year of monoammonium phosphate (“MAP”), MAP with micronutrients (“MAP+”), superphosphoric acid (“SPA”), merchant grade phosphoric acid (“MGA”) and ammonium polyphosphate (“APP”); and
- approximately 27kt per year of hydrofluorosilicic acid (“HFSA”);
- Arraias – a vertically integrated phosphate fertilizer business located in Tocantins, Brazil with production capacity as follows:
- approximately 500kt per year of single superphosphate (“SSP”) and SSP with micronutrients (“SSP+”); and
- approximately 40kt per year of excess sulfuric acid (220kt per year gross sulfuric acid production capacity);
- Farim – a high-grade phosphate mine project located in Farim, Guinea-Bissau; and
- Santana – a vertically integrated high-grade phosphate mine and fertilizer plant project located in Pará, Brazil.
The Company is a Delaware corporation that is headquartered in Houston, Texas. The Company’s shares trade on the Canadian TSX Venture Exchange under the ticker symbol “IFOS”. The Company’s shares also trade in the US on the OTCQX® Best Market (“OTCQX”) under the ticker symbol “ITFS”. The Company’s principal shareholder is CL Fertilizers Holding LLC (“CLF”). CLF is an affiliate of Castlelake, L.P., a global private investment firm (see Notes 1 and 7 in the Interim Financial Statements).
As of September 30, 2025 and December 31, 2024 the Company had 193,234,714 and 192,014,784 shares outstanding, respectively (see Note 16 in the Interim Financial Statements). As of November 5, 2025, the Company had 193,234,714 shares and 4,128,610 RSUs outstanding. As of September 30, 2025 and December 31, 2024, the Company did not have any other classes of voting securities outstanding.
ITAFS
BUSINESSES AND PROJECTS
Key highlights of the Company's businesses and projects are as follows:
| Item | Conda^{i} | Arraias^{ii} | Farim^{iii} | Santana |
|---|---|---|---|---|
| Ownership^{iii} | 100% | 98.4% | 100% | 99.4% |
| Location | Idaho, US | Tocantins, Brazil | Farim, Guinea-Bissau | Pará, Brazil |
| Status | Operating | Sulfuric acid; part of the beneficiation, and acidulation operating; remainder of operations idled | Construction-ready | Maintaining option |
| Mineral Reserves^{iv} | 33.7Mt at avg. 25.0% P_{2}O_{5} | Under review | 43.8Mt at avg. 30.0% P_{2}O_{5} | Under review |
| Measured and Indicated Mineral Resources^{iv,v} | 44.9Mt at avg. 24.81% P_{2}O_{5} | 79.0Mt at avg. 4.9% P_{2}O_{5} | 102.5Mt at avg. 28.53% P_{2}O_{5} | 60.4Mt at avg. 12.0% P_{2}O_{5} |
| Inferred Mineral Resources^{iv,v} | 1.5Mt at avg. 24.73% P_{2}O_{5} | 12.7Mt at avg. 3.9% P_{2}O_{5} | 31.1Mt at avg. 28.1% P_{2}O_{5} | 26.6Mt at avg. 5.6% P_{2}O_{5} |
| Mine life^{iv} | Through mid-2037 | Under review | 25 years | Under review |
| Products | MAP, MAP+, SPA, MGA, APP and HFSA | SSP, SSP+ excess sulfuric acid, Direct Application Phosphate Rock (“DAPR”), Partially Acidulated Phosphate Rock (“PAPR”), and Granulated Partially Acidulated Rock (“G-PAPR”) | Phosphate rock | SSP and excess sulfuric acid |
| Annual production capacity | 550kt MAP, MAP+, SPA, MGA, APP and 27kt HFSA | 500kt SSP and SSP+ and 40kt excess sulfuric acid (220kt gross sulfuric acid) | 1.35Mt of phosphate rock | 500kt SSP and 30kt excess sulfuric acid |
i. Conda's operations consist of its mines, beneficiation plant, sulfuric acid plant, phosphoric acid plant and granulation plant. Conda's mineral reserves, measured and indicated mineral resources (including mineral reserves), inferred mineral resources and mine life consider Rasmussen Valley, Husky 1 ("H1") and North Dry Ridge ("NDR"). Conda's measured and indicated resources (including mineral reserves) include 1.5Mt of stockpile ore.
ii. Arraias' operations consist of its mines, beneficiation plant, sulfuric acid plant, acidulation plant and granulation plant. On February 8, 2022, the Company announced the resumption of sulfuric acid production and sales at Arraias. During H1 2023, mining was restarted at the Domingos pit for the production and sale of DAPR. During Q2 2024, the acidulation plant was restarted for the production and sale of PAPR. During Q2 2025, the granulation plant was restarted for the production and sale of G-PAPR. The remainder of Arraias' operations, including part of the beneficiation plant remain idled following best practices.
iii. Arraias and Santana's non-controlling interests are represented by preferred non-voting shares issued by the Company in 2018 upon the exercise of warrants held by creditors under the 2016 Brazilian restructuring proceedings. Under the 2014 Guinea-Bissau Mining Code, the Government of Guinea-Bissau has the right to obtain, free of charge, up to a 10% interest in Farim.
iv. The Company's technical information, including mineral reserves, measured, and indicated mineral resources (including mineral reserves), inferred mineral resources and mine life, is presented as of the date of the Company's latest respective technical reports. No recovery, dilution or other similar mining parameters have been applied to the mineral resources summarized above.
v. Although the mineral resources summarized above are believed to have a reasonable expectation of being extracted economically, they are not mineral reserves and there is no certainty that all or any part of the mineral resources summarized above will be converted into mineral reserves. Mineral reserves require the application of modifying factors such as recovery, dilution or other similar mining parameters and must be supported with a minimum of a pre-feasibility study. The inferred mineral resources summarized above are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves.
ITAFOS
The Company's latest technical reports are as follows:
- Conda – the technical report titled “NI 43-101 Technical Report Itafos Conda Project, Idaho, USA” with an effective date of July 1, 2023 (the “Conda Technical Report”) as announced in the Company news release dated April 29, 2024;
- Arraias – the technical report titled “Updated Technical Report Itafós Arraias SSP Project, Tocantins State, Brazil” with an effective date of March 27, 2013;
- Farim – the technical report titled “Farim Phosphate Project - NI 43-101 Technical Report and Feasibility Study” with an effective date of May 17, 2023; and
- Santana – the technical report titled “Feasibility Study (FS) Santana Phosphate Project, Pará State, Brazil” with an effective date of October 28, 2013 (collectively with the Conda, Arraias and Farim technical reports, the “Technical Reports”).
The Company's latest Technical Reports are available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.itafos.com.
The Company's businesses and projects are described in greater detail in its 2024 AIF, which can be found under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.itafos.com.
ITAFOS
3. HIGHLIGHTS
KEY HIGHLIGHTS
For the three months ended September 30, 2025
For the three months ended September 30, 2025, the Company’s key highlights were as follows:
- sustained Environmental, Health and Safety (“EHS”) performance, including no reportable environmental releases and three recordable incidents, which resulted in a consolidated Total Recordable Incident Frequency Rate¹ (“TRIFR”) of 0.54;
- generated revenues of $152,823;
- MAP New Orleans (“NOLA”) prices averaged $859/t ($779/st) compared to $701/t ($636/st) in 2024, up 23% year-over-year due to lower phosphate supply. US supply was impacted by tariff and import restrictions, and global trade was impacted by reduced Chinese exports year-over-year;
- generated Adjusted EBITDA² of $48,896;
- recorded net income of $36,218;
- recorded basic earnings of Canadian dollars (“C$”)² C$0.26/share;
- generated free cash flow² of $(4,819);
- repaid $2,788 of debt, including $2,500 of principal under the Company’s $100,000 term loan and $30,000 letter of credit facility (the “Amended Term Loan Agreement”); and
- on August 1, 2025, the Company converted 11,111,100 performance rights received from St George Mining Limited (“St George”) as consideration for the sale of its Araxá project into ordinary shares of St George (“SGQ Shares”).
For the nine months ended September 30, 2025
For the nine months ended September 30, 2025, the Company’s key highlights were as follows:
- sustained EHS performance, including no reportable environmental releases and five recordable incidents, which resulted in a consolidated TRIFR of 0.54;
- generated revenues of $415,358;
- MAP NOLA prices averaged $759/t ($688/st) compared to $668/t ($606/st) in 2024, up 14% year-over-year due to lower phosphate supply. US supply was impacted by tariff and import restrictions, and global trade was impacted by reduced Chinese exports year-over-year;
- generated Adjusted EBITDA of $120,002;
- recorded net income of $96,908;
- recorded basic earnings of C$0.70/share;
- generated free cash flow of $37,289;
- repaid $8,271 of debt, including $7,500 of principal under the Company’s Amended Term Loan Agreement;
- on February 26, 2025, the Company completed the sale of its 100% interest in its Araxá project to a wholly-owned subsidiary of St George. St George now owns all of the outstanding securities of Itafos Araxá Mineração e Fertilizantes S.A (“Itafos Araxá”). Pursuant to the sale agreement with St George (the “Sale Agreement”), the Company received from St George the first installment cash payment of $10,000 (less withholding tax payable) and (a) 266,782,003 SGQ Shares representing 10% of St George’s outstanding share capital, (b) 86,111,025 options to acquire SGQ Shares at an exercise price of AUD$0.04, expiring two years from the date of issue; and (c) 11,111,100 performance rights, convertible into SGQ Shares for no additional consideration upon St George
¹TRIFR is a ratio measured on a 12-month rolling average calculated as the number of recordable incidents x 200,000 hours divided by the total number of hours worked considering both employees and contractors.
² Non-IFRS measure (see Section 8).
ITAFOS
reporting an Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC) compliant inferred resource of no less than 25Mt @ 3.5% Total Rare Earth Oxides ("TREO") at a cut-off of 2% TREO within five years from the date of issue. Pursuant to the Sale Agreement, St George is required to make two additional cash installment payments to the Company as follows: (a) $6,000 nine months after completion of the transaction which occurred on February 26, 2025 ("Completion"); and (b) $5,000 18 months after Completion (collectively, the "Deferred Payments"). The Company recorded a gain on disposal of a subsidiary in the amount of $27,921 (see Notes 5 and 11 in the Interim Financial Statements);
- on March 19, 2025, the Board of Directors approved a C$0.05 per share special dividend to shareholders of record as of the close of business on April 9, 2025, which was paid on April 25, 2025;
- on April 3, 2025, the Company received the vesting notice from St George related to the 11,111,100 performance rights received from St George as consideration for the sale of its Araxá project;
- on June 26, 2025, the Company announced the approval of the Company's application to trade on the OTCQX, which allowed the Company to begin trading on the OTCQX on the same day under the symbol "ITFS"; and
- on August 1, 2025, the Company converted 11,111,100 performance rights received from St George as consideration for the sale of its Araxá project into SGQ Shares.
Recent Developments
Equity interest in St George
- On October 16, 2025, the Company announced that it partially monetized its ownership interest in St George that it acquired as consideration for the sale of its Araxá project, announced in February 2025. Between October 13 and 14, 2025, the Company sold 277,893,103 SGQ Shares.
- On October 16, 2025, the Company issued an exercise notice to exercise the 86,111,025 options at AUD$0.04 per share.
- Between October 21 and 22, 2025, the Company sold the remaining 86,111,025 SGQ Shares.
- The total net proceeds received from the sale of 364,004,128 SGQ Shares was $21,753, net of the exercise price of the options.
Sale of the Araxá Project
On November 5, 2025, St George made payment of the deferred cash consideration totaling $11,000 (less withholding tax payable) due to the Company under the second and third instalments of the Sale Agreement. As a result of the payment, the Araxa project sale transaction has been completed.
Special Dividend
On November 5, 2025, the Board of Directors approved a C$0.17 per share special dividend payable on December 11, 2025 to shareholders of record as of the close of business on November 17, 2025.
ITAFOS
FINANCIAL HIGHLIGHTS
For the three and nine months ended September 30, 2025
For the three and nine months ended September 30, 2025 and 2024, the Company's financial highlights were as follows:
| (unaudited in thousands of US Dollars except as otherwise noted) | For the three months ended September 30, | For the nine months ended September 30, | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % change | 2025 | 2024 | % change | |
| Revenues | $ 152,823 | $ 119,990 | 27% | $ 415,358 | $ 353,060 | 18% |
| Gross margin | 42,003 | 33,203 | 27% | 108,573 | 104,971 | 3% |
| Adjusted EBITDA¹ | 48,896 | 38,011 | 29% | 120,002 | 113,988 | 5% |
| Net income | 36,218 | 18,286 | 98% | 96,908 | 58,209 | 66% |
| Basic earnings ($/share) | $ 0.19 | $ 0.10 | 90% | $ 0.50 | $ 0.30 | 67% |
| Basic earnings (C$/share)¹ | $ 0.26 | $ 0.13 | 100% | $ 0.70 | $ 0.41 | 71% |
| Diluted earnings ($/share) | $ 0.19 | $ 0.09 | 111% | $ 0.50 | $ 0.30 | 67% |
| Diluted earnings (C$/share)¹ | $ 0.26 | $ 0.14 | 86% | $ 0.69 | $ 0.41 | 68% |
| Maintenance capex¹ | $ 2,125 | $ 2,579 | (18%) | $ 14,560 | $ 25,671 | (43%) |
| Growth capex¹ | 19,462 | 18,515 | 5% | 45,756 | 32,032 | 43% |
| Total capex¹ | $ 21,587 | $ 21,094 | 2% | $ 60,316 | $ 57,703 | 5% |
| Free cash flow¹ | $ (4,819) | $ (22,429) | (79%) | $ 37,289 | $ 37,754 | (1%) |
- Non-IFRS measure (see Section 8). For the three months ended September 30, 2025 and 2024, the average exchange rates were C$1.3773 and C$1.3641, respectively. For the nine months ended September 30, 2025 and 2024, the average exchange rates were C$1.3988 and C$1.3604, respectively.
For the three months ended September 30, 2025 and 2024, the Company's financial highlights were explained as follows:
| Item | Q3 2025 vs Q3 2024 |
|---|---|
| Revenues | Increased primarily due to higher realized MAP and SPA prices and higher sales volumes at Conda coupled with higher sulfuric acid and dry product sales at Arraias |
| Gross Margin | Increased due to higher revenues, which were partially offset by higher sulfur and sulfuric acid costs at Conda |
| Adjusted EBITDA | Increased primarily due to the same factors that resulted in higher gross margin (see Section 8) |
| Net income | Increased primarily due to higher gross margin and fair value gain on investments, which were partially offset by higher finance expenses and higher income tax expense |
| Basic earnings (C$/share) | Increased primarily due to the same factors that resulted in higher net income |
| Maintenance capex | Decreased primarily due to timing of projects at Conda and a sulfuric acid plant turnaround in 2024 at Arraias (see Section 8) |
| Growth capex | Increased primarily due to higher activities related to the Fertilizer Restart Program at Arraias. Remained consistent year-over-year at Conda (see Section 8) |
| Free cash flow | Decreased primarily due to higher cash flows from operating activities driven by working capital movements, coupled with lower maintenance capex (see Section 8) |
ITAFOS
For the nine months ended September 30, 2025 and 2024, the Company's financial highlights were explained as follows:
| Item | 9M 2025 vs 9M 2024 |
|---|---|
| Revenues | Increased primarily due to higher realized MAP and SPA prices and higher sales volumes at Conda coupled with higher sulfuric acid and dry product sales at Arraias |
| Gross Margin | Increased primarily due to higher revenues, which were partially offset by higher sulfur and sulfuric acid costs at Conda |
| Adjusted EBITDA | Increased primarily due to the same factors that resulted in higher gross margin (see Section 8) |
| Net income | Increased primarily due to higher gross margin, the gain on the sale of the Araxá project, fair value gain on investment and lower finance expenses, which were partially offset by withholding tax expenses related to the sale of the Araxá project |
| Basic earnings (C$/share) | Increased primarily due to the same factors that resulted in higher net income |
| Maintenance capex | Decreased primarily due to a planned short turnaround in 2025 compared to a planned large scope turnaround in 2024 at Conda and no sulfuric acid plant turnaround at Arraias in 2025 compared to the prior year (see Section 8) |
| Growth capex | Increased primarily due to development activities at Conda (H1/NDR and magnesium oxide reduction initiatives), and activities related to the Fertilizer restart program at Arraias (see Section 8) |
| Free cash flow | Remained consistent year-over-year (see Section 8) |
As of September 30, 2025
As of September 30, 2025 and December 31, 2024, the Company's financial highlights were as follows:
| (unaudited in thousands of US Dollars except as otherwise noted) | September 30, 2025 | December 31, 2024 | % change |
|---|---|---|---|
| Total assets | $ 818,919 | $ 695,862 | 18% |
| Total liabilities | 379,991 | 348,033 | 9% |
| Total equity | 438,928 | 347,829 | 26% |
| Net debt^{1} | $ 6,079 | $ 26,802 | (77%) |
| Trailing 12 months Adjusted EBITDA^{1} | $ 165,475 | $ 159,461 | 4% |
| Net leverage ratio^{1} | 0.0x | 0.2x | (100%) |
- Non-IFRS measure (see Section 8).
As of September 30, 2025 and December 31, 2024, the Company's financial highlights were explained as follows:
| Item | September 30, 2025 vs December 31, 2024 |
|---|---|
| Total assets | Increased due to higher cash and cash equivalents, accounts receivable, inventories associated with the transition from the Rasmusen Valley mine to the H1/NDR mine at Conda, property, plant and equipment and mineral properties driven by H1/NDR development activities at Conda, and equity investments in St George received as consideration for the sale of the Araxá project. This increase was partially offset by depletion of mineral properties, lower deferred tax assets and other long-term assets |
| Total liabilities | Increased primarily due to higher accounts payable and accrued liabilities, provisions, contract liabilities, other long-term liabilities driven by new rail car lease liabilities at Conda, and long-term provisions. This increase was partially offset by lower long-term debt |
| Total equity | Increased primarily due to net income recorded during the period, which was partially offset by the special dividend declared in March 2025 and paid in April 2025 |
| Net debt | Decreased primarily due to higher cash and cash equivalents and lower debt (see Section 8) |
| Trailing 12 months Adjusted EBITDA | Increased primarily due to the same factors that resulted in higher Adjusted EBITDA (see Section 8) |
| Net leverage ratio | Decreased due to higher cash and cash equivalents and lower debt (see Section 8) |
ITAFS
BUSINESS HIGHLIGHTS
EHS
For the three months ended September 30, 2025 and 2024
For the three months ended September 30, 2025 and 2024, the Company's EHS highlights were as follows:
| For the three months ended September 30, 2025 | ||||
|---|---|---|---|---|
| Conda | Arraias | Farim | Consolidated | |
| Reportable environmental releases | — | — | — | — |
| Recordable incidents | 1 | 2 | — | 3 |
| For the three months ended September 30, 2024 | ||||
| Conda | Arraias | Farim | Consolidated | |
| Reportable environmental releases | — | — | — | — |
| Recordable incidents | 2 | — | — | 2 |
For the nine months ended September 30, 2025 and 2024
For the nine months ended September 30, 2025 and 2024, the Company's EHS highlights were as follows:
| For the nine months ended September 30, 2025 | ||||
|---|---|---|---|---|
| Conda | Arraias | Farim | Consolidated | |
| Reportable environmental releases | — | — | — | — |
| Recordable incidents | 3 | 2 | — | 5 |
| For the nine months ended September 30, 2024 | ||||
| Conda | Arraias | Farim | Consolidated | |
| Reportable environmental releases | — | — | — | — |
| Recordable incidents | 6 | 2 | — | 8 |
As of September 30, 2025
As of September 30, 2025, the Company's TRIFR were as follows:
| Conda | Arraias | Farim | Consolidated | |
|---|---|---|---|---|
| TRIFR¹ | 0.42 | 0.89 | 0.00 | 0.54 |
- TRIFR is a ratio measured on a 12-month rolling average calculated as the number of recordable incidents x 200,000 hours divided by the total number of hours worked considering both employees and contractors.
ITAFS
Conda
Business Highlights
For the three and nine months ended September 30, 2025 and 2024, Conda's business highlights were as follows:
| (unaudited in thousands of US Dollars except as otherwise noted) | For the three months ended September 30, | For the nine months ended September 30, | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % change | 2025 | 2024 | % change | |
| Production volumes (tonnes) | ||||||
| MAP | 106,934 | 99,834 | 7% | 296,593 | 274,671 | 8% |
| MAP+ | 2,479 | 8,599 | (71%) | 6,387 | 18,339 | (65%) |
| SPAii | 34,647 | 36,950 | (6%) | 104,514 | 99,204 | 5% |
| MGAii | — | 94 | n/m | 792 | 539 | 47% |
| APP | — | — | n/m | — | 6,957 | n/m |
| HFSA | 1,217 | 1,646 | (26%) | 4,109 | 3,709 | 11% |
| Production volumes (tonnes) | 145,277 | 147,123 | (1%) | 412,395 | 403,419 | 2% |
| Production volumes (tonnes P2O5)i | 91,219 | 92,311 | (1%) | 262,025 | 252,090 | 4% |
| Sales volumes (tonnes) | ||||||
| MAP | 97,192 | 94,902 | 2% | 293,560 | 271,567 | 8% |
| MAP+ | 2,618 | 8,300 | (68%) | 13,411 | 21,237 | (37%) |
| SPAii | 35,896 | 31,908 | 12% | 105,355 | 95,841 | 10% |
| MGAii | — | 94 | n/m | 792 | 539 | 47% |
| APP | 47 | 23 | 104% | 47 | 9,283 | (99%) |
| HFSA | 1,475 | 1,707 | (14%) | 4,467 | 4,017 | 11% |
| Sales volumes (tonnes) | 137,228 | 136,934 | 0% | 417,632 | 402,484 | 4% |
| Sales volumes (tonnes P2O5)i | 87,473 | 84,596 | 3% | 264,044 | 249,033 | 6% |
| Realized price ($/tonne)iii | ||||||
| MAP | $ 827 | $ 679 | 22% | $ 738 | $ 687 | 7% |
| MAP+ | 867 | 710 | 22% | 793 | 736 | 8% |
| SPAii | 1,400 | 1,216 | 15% | 1,395 | 1,290 | 8% |
| MGAii | — | 1,234 | n/m | 1,455 | 1,358 | 7% |
| APP | — | 609 | n/m | 596 | 579 | 3% |
| HFSA | 758 | 852 | (11%) | 765 | 838 | (9%) |
| Revenues ($) | ||||||
| MAP | $ 80,383 | $ 64,481 | 25% | $ 216,721 | $ 186,698 | 16% |
| MAP+ | 2,271 | 5,891 | (61%) | 10,641 | 15,636 | (32%) |
| SPA | 50,256 | 38,789 | 30% | 147,010 | 123,602 | 19% |
| MGA | — | 116 | n/m | 1,152 | 732 | 57% |
| APP | — | 14 | n/m | 28 | 5,378 | (99%) |
| HFSA | 1,118 | 1,454 | (23%) | 3,416 | 3,366 | 1% |
| Revenues | $ 134,028 | $ 110,745 | 21% | $ 378,968 | $ 335,412 | 13% |
| Revenues per tonne P2O5i, iii | $ 1,532 | $ 1,309 | 17% | $ 1,435 | $ 1,347 | 7% |
| Cash costsiii | $ 86,394 | $ 71,773 | 20% | $ 255,232 | $ 210,306 | 21% |
| Cash costs per tonne P2O5i, iii | $ 988 | $ 848 | 16% | $ 967 | $ 844 | 14% |
| Cash marginiii | $ 47,634 | $ 38,972 | 22% | $ 123,736 | $ 125,106 | (1%) |
| Cash margin per tonne P2O5i, iii | $ 544 | $ 461 | 18% | $ 468 | $ 502 | (7%) |
| Adjusted EBITDAiii | $ 46,295 | $ 37,681 | 23% | $ 120,082 | $ 121,446 | (1%) |
| Maintenance capexiii | $ 2,002 | $ 2,250 | (11%) | $ 14,326 | $ 22,966 | (38%) |
| Growth capexiii | 18,055 | 18,146 | (1%) | 39,354 | 30,209 | 30% |
| Total capexiii | $ 20,057 | $ 20,396 | (2%) | $ 53,680 | $ 53,175 | 1% |
i. $\mathrm{P}_2\mathrm{O}_5$ basis considers MAP at $52\%$ , $\mathrm{MAP + }$ at $39\%$ , SPA at $100\%$ , MGA at $100\%$ , APP at $34\%$ and HFSA at $0\%$ .
ii. Presented on a $100\%$ $\mathrm{P}_2\mathrm{O}_5$ basis.
iii. Non-IFRS measure (see Section 8).
ITAFOS
For the three months ended September 30, 2025 and 2024, Conda's business highlights were explained as follows:
| Item | Q3 2025 vs Q3 2024 |
|---|---|
| Production volumes (tonnes P_{2}O_{5}) | Remained relatively consistent year-over-year with higher MAP volumes offset by lower SPA volumes |
| Sales volumes (tonnes P_{2}O_{5}) | Slightly increased due to higher MAP and SPA volumes |
| Revenues | Increased primarily due to higher realized prices for MAP and SPA products resulting from strong phosphate market dynamics |
| Cash margin per tonne P_{2}O_{5} | Increased primarily due to higher realized prices from market strength outpacing higher sulfur and sulfuric acid costs (see Section 8) |
| Adjusted EBITDA | Increased primarily due to higher cash margin per tonne P_{2}O_{5} (see Section 8) |
| Maintenance capex | Decreased primarily due to timing of projects |
| Growth capex | Remained relatively consistent year-over-year (see Section 8) |
For the nine months ended September 30, 2025 and 2024, Conda's business highlights were explained as follows:
| Item | 9M 2025 vs 9M 2024 |
|---|---|
| Production volumes (tonnes P_{2}O_{5}) | Increased primarily due to a planned short turnaround in 2025 (10 days) compared to a planned large scope turnaround in 2024 (25 days) and higher P_{2}O_{5} production from higher throughput from strong plant performance |
| Sales volumes (tonnes P_{2}O_{5}) | Increased primarily due to higher production |
| Revenues | Increased primarily due to higher realized prices for MAP and SPA products resulting from strong phosphate market dynamics and higher sales volumes |
| Cash margin per tonne P_{2}O_{5} | Decreased primarily due to higher cash costs driven by higher sulfur and sulfuric acid costs (see Section 8) |
| Adjusted EBITDA | Remained relatively consistent year-over-year (see Section 8) |
| Maintenance capex | Decreased primarily due to a planned short turnaround in 2025 compared to a planned large scope turnaround in 2024 and timing of projects |
| Growth capex | Increased primarily due to development activities at H1/NDR and magnesium oxide reduction initiatives (see Section 8) |
Completion of Mining at Rasmussen Valley
The Company completed mining at the Rasmussen Valley mine in Q3 2025 after approximately seven years in operation, with reclamation activities expected to commence in Q4 2025. Reclamation costs for the Rasmussen Valley mine are expected to be in the range of $80,000 to $100,000 with the majority of the spend to occur over the next 48 months.
Mine Life Extension
For the three and nine months ended September 30, 2025, the Company advanced activities related to the extension of Conda's mine life through the development of H1/NDR as follows:
- advanced H1/NDR capital activities including construction of rail loading facilities and mine development; and
- in June 2025, the Company received authorization from the Board of Directors to proceed with a capital project to construct a new processing facility designed to lower the magnesium content of the ore from the H1/NDR mines in order to maintain P2O5 production capacity at the plant (the "MgO Reduction Project").
ITAFS
Exploration and Appraisal Program at Conda
As capital work at H1/NDR continues with first ore shipments expected in Q4 2025, the Company is focused on identifying and pursuing opportunities to add additional resources and reserves to the project to extend mine life beyond the current NI 43-101 - Standards of Disclosures for Mineral Projects ("NI 43-101") estimate of mid-2037. To pursue this objective, the Company has commenced a multi-year, multi-lease exploration program, resource evaluation and permitting program at Conda with an expected annual cost of approximately $6-8 million.
The in-fill drilling program is focused on further delineating upside potential of the Husky 1 Lease through a targeted reserve delineation appraisal that will reduce drill spacing to 250ft on center versus current spacing at 500ft.
Initial resource delineation drilling on the Dry Ridge Lease commenced in Q3 2025, with the initial program consisting of drilling on 2,400ft centers to gain crucial geologic and metallurgical information that will be used to generate initial resource models that will drive future mine planning resource estimation and permitting studies.
Core drilling and geologic modeling of the Husky 3 and Husky 4 Leases is ahead of schedule as exploration core drilling commenced in September 2025. This initial drilling will identify the site geology and characterize the resource for future mine development along the current mine trend.
In addition to these activities, preliminary work has commenced on environmental baseline resource studies that will be required for future National Environmental Policy Act permitting and regulatory approvals. These geographically near field opportunities have the potential to extend mine life beyond the current NI 43-101 estimate of mid-2037 in an efficient manner with the objective of utilizing the current infrastructure being built out at H1/NDR.
14
ITAFS
Arraias
Business Highlights
For the three and nine months ended September 30, 2025 and 2024, Arraias' business highlights were as follows:
| (unaudited in thousands of US Dollars except as otherwise noted) | For the three months ended September 30, | For the nine months ended September 30, | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % change | 2025 | 2024 | % change | |
| Production volumes (tonnes) | ||||||
| DAPR | 80,971 | 41,743 | 94% | 116,768 | 73,357 | 59% |
| PAPR | 69,534 | 42,833 | 62% | 102,793 | 42,833 | 140% |
| G-PAPR | 40,727 | — | n/m | 43,198 | — | n/m |
| Excess sulfuric acidi | 26,164 | 28,483 | (8%) | 92,812 | 78,011 | 19% |
| Production volumes (tonnes) | 217,396 | 113,059 | 92% | 355,571 | 194,201 | 83% |
| Production volumes (tonnes P2O5)ii | 29,564 | 12,719 | 132% | 40,291 | 16,513 | 144% |
| Sales volumes (tonnes) | ||||||
| DAPR | 26,533 | 13,258 | 100% | 45,717 | 18,004 | 154% |
| PAPR | 37,451 | 30,016 | 25% | 55,795 | 30,016 | 86% |
| G-PAPR | 37,376 | — | n/m | 39,793 | — | n/m |
| Excess sulfuric acid | 24,843 | 30,284 | (18%) | 92,551 | 80,231 | 15% |
| Sales volumes (tonnes) | 126,203 | 73,558 | 72% | 233,856 | 128,251 | 82% |
| Sales volumes (tonnes P2O5)iv | 16,653 | 6,994 | 138% | 22,692 | 7,563 | 200% |
| Realized price ($/tonne)ii | ||||||
| DAPR | $ 37 | $ 51 | (27%) | $ 37 | $ 54 | (31%) |
| PAPR | 137 | $ 117 | 17% | 131 | $ 117 | 12% |
| G-PAPR | 169 | — | n/m | 167 | — | n/m |
| Excess sulfuric acid | 257 | 166 | 55% | 224 | 164 | 37% |
| Revenues ($) | ||||||
| DAPR | $ 971 | $ 682 | 42% | $ 1,705 | $ 968 | 76% |
| PAPR | 5,136 | 3,523 | 46% | 7,305 | $ 3,523 | 107% |
| G-PAPR | 6,298 | — | n/m | 6,633 | $ — | n/m |
| Excess sulfuric acid | 6,390 | 5,040 | 27% | 20,747 | $ 13,157 | 58% |
| Revenues | $ 18,795 | $ 9,245 | 103% | $ 36,390 | $ 17,648 | 106% |
| Revenues excluding excess sulfuric acid | $ 12,405 | $ 4,205 | 195% | $ 15,643 | $ 4,491 | 248% |
| Revenues per tonne P2O5ii,iv | $ 745 | $ 601 | 24% | $ 689 | $ 594 | 16% |
| Cash costsii | $ 10,337 | $ 4,898 | 111% | $ 20,797 | $ 11,711 | 78% |
| Cash costs excluding excess sulfuric acid | $ 5,862 | $ 2,033 | 188% | $ 7,636 | $ 2,138 | 257% |
| Cash costs per tonne P2O5ii,iv | $ 352 | $ 291 | 21% | $ 337 | $ 283 | 19% |
| Cash marginii | $ 8,458 | $ 4,347 | 95% | $ 15,593 | $ 5,937 | 163% |
| Cash margin excluding excess sulfuric acid | $ 6,543 | $ 2,172 | 201% | $ 8,007 | $ 2,353 | 240% |
| Cash margin per tonne P2O5ii,iv | $ 393 | $ 311 | 26% | $ 353 | $ 311 | 14% |
| Adjusted EBITDAii | $ 7,048 | $ 3,660 | 93% | $ 12,470 | $ 3,544 | 252% |
| Maintenance capexii | $ 106 | $ 324 | (67%) | $ 217 | $ 2,697 | (92%) |
| Growth capexii | 1,312 | 261 | 403% | 5,887 | 1,328 | 343% |
| Total capexii | $ 1,418 | $ 585 | 142% | $ 6,104 | $ 4,025 | 52% |
i. Sulfuric acid production volumes are presented net of production for internal consumption.
ii. Non-IFRS measure (see Section 8).
iii. $\mathrm{P}_2\mathrm{O}_5$ basis for Arraias products considers DAPR at $12\%$ , PAPR at $18\%$ , G-PAPR at $18\%$ , and excludes sulfuric acid.
iv. $\mathrm{P}_2\mathrm{O}_5$ basis for Arraias products considers DAPR at $12\%$ , PAPR at $18\%$ , G-PAPR at $18\%$ , Rock at $5\%$ , and excludes sulfuric acid.
ITAFS
For the three months ended September 30, 2025 and 2024, Arraias' business highlights were explained as follows:
| Item | Q3 2025 vs Q3 2024 |
|---|---|
| Excess sulfuric acid production volumes (tonnes) | Decreased due to higher acid consumption with the start of PAPR and G-PAPR production |
| Excess sulfuric acid sales volumes (tonnes) | Decreased due to higher acidulation activity increasing sulfuric acid consumption and lower demand for sulfuric acid in the local market |
| Production volumes (tonnes P2O5) | Increased due to the ramp up of DAPR and PAPR production and the restart of the granulation plant to produce G-PAPR, as part of the Fertilizer Restart Program |
| Sales volumes (tonnes P2O5) | Increased due to higher production combined with higher demand of dry fertilizer products, including G-PAPR sales, compared to prior year |
| Adjusted EBITDA | Increased primarily due to sulfuric acid gross margin improvement driven by higher sales prices. In addition, the increase reflects higher sales of fertilizer products sales during Q3 2025, particularly due to the contribution from G-PAPR sales (see Section 8) |
| Maintenance capex | Decreased primarily due to a sulfuric acid plant turnaround in 2024 (see Section 8) |
| Growth capex | Increased primarily due to activities related to the Fertilizer restart program (see Section 8) |
For the nine months ended September 30, 2025 and 2024, Arraias' business highlights were explained as follows:
| Item | 9M 2025 vs 9M 2024 |
|---|---|
| Excess sulfuric acid production volumes (tonnes) | Increased due to higher customer demand |
| Excess sulfuric acid sales volumes (tonnes) | Increased due to higher production and higher demand of sulfuric acid in the local market |
| Production volumes (tonnes P2O5) | Increased driven by higher demand for fertilizer products in line with seasonal market trends. In addition, significant sales of DAPR and PAPR, along with the start of G-PAPR sales, have supported this growth |
| Sales volumes (tonnes P2O5) | Increased due to higher production combined with higher demand of fertilizer products compared to prior year |
| Adjusted EBITDA | Increased primarily due to a combination of higher sulfuric acid gross margin driven by higher sales prices and higher volume coupled with higher fertilizer products sales in 2025, driven by significant higher sales volumes including the addition of the new product G-PAPR (see Section 8) |
| Maintenance capex | Decreased primarily due to a sulfuric acid plant turnaround in 2024 (see Section 8) |
| Growth capex | Increased primarily due to activities related to the Fertilizer restart program, in particular the recommissioning of the granulation plant and the improvement in the storage capacity (see Section 8) |
Sulfuric Acid Plant
Arraias' sulfuric acid plant has a production capacity of 220,000 tonnes per year. During Q3 2025, the Company increased the average production rate to 13,280 tonnes per month versus 12,550 tonnes per month during Q3 2024 due to: (i) higher market demand, (ii) the restart of fertilizer production in 2025 with more sulfuric acid needed for internal consumption, and (iii) lower production in 2024 due to a planned 45-day plant turnaround. Arraias has secured long-term sulfuric acid offtake agreements with various local customers for its base load capacity with pricing linked to sulfur benchmarks. Based on market demand and sulfuric acid plant availability, the Company is producing additional volumes of sulfuric acid which are sold on the spot market.
The sulfuric acid plant operation is independent of the previously announced program to evaluate the potential restart of fertilizer production at Arraias (the "Fertilizer Restart Program") (formerly referred to as the Stage-Gate Restart Program).
ITAFOS
Fertilizer Restart Program
For the three and nine months ended September 30, 2025, the Company advanced activities related to the Fertilizer Restart Program at Arraias as follows:
- operated the acidulation circuit at the Arraias plant to produce PAPR branded as SuperForte Duo®, a partially acidulated phosphate product in powder similar to powder SSP;
- during Q2 2025, completed the recommissioning of the granulation plant and started the production of G-PAPR under the new brand SuperForte Gran®, as one of the last steps of the Fertilizer Restart Program;
- during Q2 2025, increased commercial and marketing activities by enhancing the Company footprint in markets around selected local geographical areas, attending several farming shows in the target region (Brasilia, Tocantins, Goias, and west Bahia) to promote the products and Company's brands, and strengthening relationships with regional customers; and
- during Q1 2025, opened a new sales branch in west of the state of Bahia to strengthen relationships with local customers.
Idling
For the three and nine months ended September 30, 2025, the remainder of Arraias' operations, including the tailings dam and part of the beneficiation plant continues to be idled following best practices.
Dutch Tax Assessment
During Q2 2025, the Company received an assessment from the Dutch tax authorities of Euro 2,225 (approximately $2,609) for 2020 income taxes related to its Dutch holding structure for the Company's Brazilian subsidiaries. During 2022 and 2023, the Company received assessments in respect of 2016, 2017, 2018 and 2019 income taxes in the aggregate amount of Euro 7,244 (approximately $8,494). The Company filed an appeal against these tax assessments, which is currently under review by the Dutch tax authorities. The Company and its legal advisors consider it more likely than not that the resolution of these assessments will be favorable to the Company. On that basis, the Company has not recognized a provision for these assessments. In the event of an unfavorable resolution, the Company estimates a potential assessment in the aggregate amount of Euro 9,469 (approximately $11,103).
Development and Exploration
Farim
For the three and nine months ended September 30, 2025, the Company maintained Farim at construction-ready state and continues to work on studies to optimize future developments.
Other
For the three and nine months ended September 30, 2025, the Company maintained the integrity of the concession of Santana.
Corporate
RSU Plan
The Company granted 773,037 RSUs to directors and officers effective as of March 26, 2025.
ITAFOS
MARKET HIGHLIGHTS
For the three and nine months ended September 30, 2025 and 2024, key phosphate fertilizer market indicators relevant to the Company's operations were as follows:
| (in US Dollars per metric tonne except as otherwise noted) | For the three months ended September 30, | For the nine months ended September 30, | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % change | 2025 | 2024 | % change | |
| MAP NOLA^{Liv} | $ 859 | $ 701 | 23% | $ 759 | $ 668 | 14% |
| MAP NOLA ($/st)^{Liv} | 779 | 636 | 22% | 688 | 606 | 14% |
| Sulfur Vancouver^{ii} | 265 | 96 | 176% | 241 | 82 | 194% |
| Sulfur Brazil^{iii} | 296 | 130 | 128% | 268 | 113 | 137% |
| Sulfuric Acid Brazil^{iii} | 160 | 156 | 3% | 156 | 139 | 12% |
i. Average of Argus and Green Markets weekly average.
ii. Average of Argus weekly and Acuity average.
iii. Average of Argus weekly average.
iv. In 2024, the Company transitioned to reporting prices from DAP NOLA to MAP NOLA due to the MAP sales agreement with key offtake customer with pricing indexed to MAP NOLA.
For the three months ended September 30, 2025 and 2024, key phosphate fertilizer market indicators relevant to the Company's operations were explained as follows:
| Item | Q3 2025 vs Q3 2024 |
|---|---|
| MAP NOLA | Increased due to tight phosphate supply dynamics in the US and lower Chinese exports |
| Sulfur Vancouver | Increased due to strong global demand |
| Sulfur Brazil | Increased due to higher global demand |
| Sulfuric Acid Brazil | Increased due to higher Sulfur inputs |
For the nine months ended September 30, 2025 and 2024, key phosphate fertilizer market indicators relevant to the Company's operations were explained as follows:
| Item | 9M 2025 vs 9M 2024 |
|---|---|
| MAP NOLA | Increased due to tight phosphate supply dynamics in the US and lower Chinese exports |
| Sulfur Vancouver | Increased due to strong global demand |
| Sulfur Brazil | Increased due to higher global demand |
| Sulfuric Acid Brazil | Increased due to higher Sulfur inputs |
For the three and nine months ended September 30, 2025 and 2024, specific factors driving the year-over-year increase in MAP NOLA were as follows:
- lower than expected Chinese exports of MAP;
- continued strong global demand, particularly from Africa, India and Brazil; and
- uncertainty surrounding US trade policy and imposition of tariffs on imported products.
ITAFS
4. OUTLOOK
MARKET OUTLOOK
Phosphate fertilizer prices were elevated in Q3 2025 compared to the previous quarter, driven by continued constraints on diammonium phosphate ("DAP") and MAP exports from China and ongoing uncertainty surrounding US trade policy, which has limited phosphate imports. While prices have moderated off the Q3 highs, prices today remain above the historical five-year average price.
Despite strong global demand, low grain and oilseed prices continue to weigh on phosphate affordability. DAP and MAP prices relative to crop values are near 20-year lows in terms of US farmer purchasing power. With a large US corn crop currently being harvested and China continuing to source soybeans from competing suppliers, US affordability challenges are expected to persist in the near term.
However, with constrained domestic supply and steady global consumption, phosphate prices are expected to remain supported at historically elevated levels in the short run.
Looking ahead, the Company anticipates a modest softening in phosphate prices through Q4 2025 due to:
- continued weak US farmer affordability offset by a typical winter price reset to stimulate retail demand ahead of the 2026 planting season;
- ongoing export restrictions from China;
- lower US MAP production; and
- ongoing uncertainty surrounding US phosphate import tariffs.
FINANCIAL OUTLOOK
The Company provides guidance on both IFRS and non-IFRS measures that management considers to evaluate the Company's operational and financial performance. Management believes that the non-IFRS measures provide useful supplemental information to investors, analysts, lenders and others. Definitions and reconciliations of non-IFRS measures to the most directly comparable IFRS measures are included in Section 8 of this MD&A.
The Company issued its original guidance for 2025 in the 2024 MD&A.
The Company revised its guidance for 2025 as follows:
| (in millions of US Dollars except as otherwise noted) | Projected FY 2025 |
|---|---|
| Sales Volumes (thousands of tonnes P₂O₅)¹ | 345-355 |
| Corporate selling, general and administrative expenses² | $15-17 |
| Maintenance capex³ | $16-20 |
| Growth capex³ | $60-70 |
| Environmental and asset retirement obligations payments | $6-8 |
i. Sales volumes reflect quantity P₂O₅ of Conda sales projections
ii. Non-IFRS measure (see Section 8).
ITAFS
BUSINESS OUTLOOK
The Company continues to focus on the following key objectives to drive long-term value and shareholder returns:
- improving financial and operational performance;
- executing on the infrastructure and civil works required for the mine development for H1/NDR and the MgO reduction project;
- identify opportunities to maximize value with overseas assets; and
- prudently identifying opportunities to return capital to shareholders.
5. SUMMARY OF QUARTERLY RESULTS
For the three months ended September 30, 2025, June 30, 2025, March 31, 2025, and December 31, 2024, the Company's summary of quarterly results was as follows:
| (unaudited in thousands of US Dollars except as otherwise noted) | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 |
|---|---|---|---|---|
| Revenues | $ 152,823 | $ 126,795 | $ 135,740 | $ 138,180 |
| Net income | 36,218 | 24,819 | 35,871 | 29,582 |
| Basic earnings ($/share) | 0.19 | 0.13 | 0.19 | 0.15 |
| Diluted earnings ($/share) | 0.19 | 0.13 | 0.18 | 0.15 |
| Total assets | $ 818,919 | $ 786,059 | $ 738,481 | $ 695,862 |
For the three months ended September 30, 2024, June 30, 2024, March 31, 2024, and December 31, 2023, the Company's summary of quarterly results was as follows:
| (unaudited in thousands of US Dollars except as otherwise noted) | September 30, 2024 | June 30, 2024 | March 31, 2024 | December 31, 2023 |
|---|---|---|---|---|
| Revenues | $ 119,990 | $ 105,064 | $ 128,006 | $ 119,038 |
| Net income (loss) | 18,286 | 16,206 | 23,717 | (48,623) |
| Basic earnings (loss) ($/share) | 0.10 | 0.08 | 0.12 | (0.26) |
| Diluted earnings (loss) ($/share) | 0.09 | 0.08 | 0.12 | (0.26) |
| Total assets | $ 666,482 | $ 604,201 | $ 585,033 | $ 587,229 |
ITAFOS
6. STATEMENTS OF OPERATIONS
For the three and nine months ended September 30, 2025, and 2024 the Company's statements of operations were as follows:
| (unaudited in thousands of US Dollars except as otherwise noted) | For the three months ended September 30, | For the nine months ended September 30, | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % change | 2025 | 2024 | % change | |
| Revenues | $ 152,823 | $ 119,990 | 27% | $ 415,358 | $ 353,060 | 18% |
| Cost of goods sold | 110,820 | 86,787 | 28% | 306,785 | 248,089 | 24% |
| Gross margin | $ 42,003 | $ 33,203 | 27% | $ 108,573 | $ 104,971 | 3% |
| Selling, general and administrative expenses | 7,938 | 6,609 | 20% | 23,916 | 21,164 | 13% |
| Operating income | $ 34,065 | $ 26,594 | 28% | $ 84,657 | $ 83,807 | 1% |
| Foreign exchange loss | (144) | (113) | 27% | (438) | (1,457) | (70%) |
| Other income (expense) | 12,935 | (457) | n/m | 14,040 | (273) | n/m |
| Gain on disposal of subsidiary | — | — | n/m | 27,921 | — | n/m |
| Finance expense, net | (1,685) | (1,340) | 26% | (6,350) | (8,092) | (22%) |
| Income before income taxes | $ 45,171 | $ 24,684 | 83% | $ 119,830 | $ 73,985 | 62% |
| Current and deferred income tax expense | 8,953 | 6,398 | 40% | 22,922 | 15,776 | 45% |
| Net income | $ 36,218 | 18,286 | 98% | $ 96,908 | 58,209 | 66% |
| Net income attributable to non-controlling interest | — | — | (n/m) | — | — | n/m |
| Net income attributable to shareholders of the Company | $ 36,218 | $ 18,286 | 98% | $ 96,908 | $ 58,209 | 66% |
| Basic earnings ($/share) | $ 0.19 | $ 0.10 | 90% | $ 0.50 | $ 0.30 | 67% |
| Basic earnings (C$/share)1 | $ 0.26 | $ 0.13 | 100% | $ 0.70 | $ 0.41 | 71% |
| Diluted earnings ($/share) | $ 0.19 | $ 0.09 | 111% | $ 0.50 | $ 0.30 | 67% |
| Basic earnings (C$/share)1 | $ 0.26 | $ 0.14 | 86% | $ 0.69 | $ 0.41 | 68% |
- Non-IFRS measure (see Section 8). For the three months ended September 30, 2025 and 2024, the average exchange rates were C$1.3773 and C$1.3641, respectively. For the nine months ended September 30, 2025 and 2024, the average exchange rates were C$1.3988 and C$1.3604, respectively.
ITAFOS
For the three months ended September 30, 2025 and 2024, the Company's statements of operations were explained as follows:
| Item | Q3 2025 vs Q3 2024 |
|---|---|
| Revenues | Increased primarily due to higher MAP and SPA realized prices and higher sales volumes at Conda coupled with higher sulfuric acid and dry product sales at Arraias |
| Cost of goods sold | Increased primarily due to higher sulfur and sulfuric acid costs at Conda |
| Selling, general and administrative expenses | Increased primarily due to higher selling, general and administrative expenses at Arraias due to ramp up activities related to the Fertilizer Restart Program |
| Other income (expense) | Increase primarily due to fair value gain on investments in Q3 2025 |
| Finance expense, net | Increased due to higher capitalized interest related to development activities at H1/NDR at Conda in Q3 2024 |
| Current and deferred income tax expense | Increased primarily due to higher taxable income |
For the nine months ended September 30, 2025 and 2024, the Company's statements of operations were explained as follows:
| Item | 9M 2025 vs 9M 2024 |
|---|---|
| Revenues | Increased primarily due to higher MAP and SPA realized prices and higher sales volumes at Conda coupled with higher sulfuric acid and dry product sales at Arraias |
| Cost of goods sold | Increased primarily due to higher sulfur and sulfuric acid costs at Conda |
| Selling, general and administrative expenses | Increased primarily due to higher share-based payment expenses due to share price appreciation |
| Other income (expense) | Increased primarily due to fair value gain on investments in 2025 |
| Gain on disposal of subsidiary | Increased due to the gain recorded on the sale of the Araxá project |
| Finance expense, net | Decreased due to capitalized interest related to development activities at H1/NDR at Conda |
| Current and deferred income tax expense | Increased primarily due to withholding tax expenses in connection with the sale of the Araxá project and higher taxable income |
ITAFS
7. FINANCIAL CONDITION
LIQUIDITY
As of September 30, 2025, the Company had cash and cash equivalents of $86,681; liquidity of $166,681; and working capital of $219,302. Liquidity and working capital are non-IFRS measures (see Section 8).
In June 2025, the Company received authorization from the Board of Directors to proceed with the MgO Reduction Project. The MgO Reduction Project is designed to lower the magnesium content of the ore from the H1/NDR mines in order to maintain $\mathrm{P}_2\mathrm{O}_5$ production capacity at the plant. Total capital expenditures for the project are estimated to be between $80 and $95 million and are expected to be incurred from the second half of 2025 into 2027.
The Company believes it has sufficient cash and liquidity to fund its general working capital requirements together with other material estimated costs associated with the Company advancing its planned operations and expenses.
The Company closely monitors potential risks to its operations, including factors that could impact production or demand for its products as such factors could have a material impact on the Company's cash flow from operations, which could result in a cash shortfall unless otherwise remedied.
The Company relies primarily on Conda to sustain its operations. In turn, Conda relies on key suppliers and customers. With respect to suppliers, Conda's ammonia requirements and a majority of its sulfuric acid requirements have historically been met by single suppliers under respective long-term supply agreements. With respect to customers, a majority of Conda's sales have historically been to one key customer under a long-term MAP offtake agreement. Consequently, any material disruption to the operations of such key suppliers or key customer, or Conda's inability to maintain its business relationship with any such suppliers or customer, has the potential of materially adversely affecting the Company's overall production, sales or results of operations.
As of September 30, 2025, $80,000 remained available under the Amended ABL Facility to be drawn by the Company subject to certain terms and conditions.
FINANCIAL COVENANTS
The Amended Term Loan Agreement includes financial covenants that require the Company to comply with certain ratios and thresholds. The principal financial covenants in the Amended Term Loan Agreement require the Company not to exceed a specified Consolidated Total Net Leverage Ratio and to maintain a minimum specified Consolidated Interest Coverage Ratio as at the end of each fiscal quarter (as such terms are defined in the Amended Term Loan Agreement). As of September 30, 2025, the Company was in compliance with all financial covenants related to the Amended Term Loan Agreement.
The Amended ABL Facility includes a springing financial covenant that applies if availability under the Amended ABL Facility falls below a specified level. The principal springing financial covenant in the Amended ABL Facility, if applicable, requires the Company to maintain a specified Minimum Fixed Charge Coverage Ratio at the end of each fiscal quarter (as defined in the Amended ABL Facility agreement). As of September 30, 2025, the springing financial covenants related to the Amended ABL Facility were not applicable.
The Company is currently projecting compliance with its financial covenants. Any significant reductions to global fertilizer pricing trends, product demand, or other factors that could reduce cash flow from operations could result in a financial covenant default, unless otherwise remedied.
ITAFOS
SUMMARY BALANCE SHEETS
As of September 30, 2025, and December 31, 2024, the Company's summary balance sheets were as follows:
| (unaudited in thousands of US Dollars) | September 30, 2025 | December 31, 2024 | % change |
|---|---|---|---|
| Cash and cash equivalents | $ 86,681 | $ 74,372 | 17% |
| Current assets (including cash and cash equivalents) | $ 346,946 | $ 256,701 | 35% |
| Non-current assets | 471,973 | 439,161 | 7% |
| Total assets | $ 818,919 | $ 695,862 | 18% |
| Current liabilities (excluding current portion of debt) | $ 116,596 | $ 69,741 | 67% |
| Non-current liabilities (excluding long-term debt) | 172,632 | 180,325 | (4%) |
| Debt (current and long-term) | 90,763 | 97,967 | (7%) |
| Total liabilities | $ 379,991 | $ 348,033 | 9% |
| Shareholders' equity | $ 438,928 | $ 347,829 | 26% |
| Non-controlling interest | — | — | n/m |
| Total equity | $ 438,928 | $ 347,829 | 26% |
As of September 30, 2025, and December 31 2024, the Company's summary balance sheets were explained as follows:
| Item | September 30, 2025 vs December 31, 2024 |
|---|---|
| Current assets (including cash and cash equivalents) | Increased primarily due to higher cash and cash equivalents, accounts receivables, inventories associated with the transition from the Rasmusen Valley mine to the H1/NDR mine at Conda, equity investments in St George received as consideration for the sale of the Araxá project, and other current assets |
| Non-current assets | Increased primarily due to higher property, plant and equipment and higher mineral properties driven by H1/NDR development activities at Conda, which were partially offset by depletion of mineral properties, lower deferred tax assets and other long-term assets |
| Current liabilities (excluding current portion of debt) | Increased primarily due to higher accounts payable and accrued liabilities and provisions |
| Non-current liabilities (excluding long-term debt) | Decreased primarily due to lower long-term provisions, which were partially offset by higher long-term liabilities related to rail car lease liabilities at Conda |
| Debt (current and long-term) | Decreased primarily due to the repayment of principal debt outstanding under the Amended Term Loan |
| Total equity | Increased primarily due to net income recorded during the period, which was partially offset by the special dividend declared in March 2025 |
As of September 30, 2025 and December 31, 2024, the Company did not have any significant off-balance sheet arrangements.
Conda's operating and environmental permits require certain obligations related to environmental and reclamation activities to be guaranteed. As of September 30, 2025, Conda's guarantee requirements were $120,304 and Conda had surety bonds in place for the full amount of these guarantee requirements. As of September 30, 2025, the Company posted letters of credit in the aggregate amount of $12,539 under the $30,000 letter of credit facility (the "Amended LC Facility") as collateral for Conda's surety bonds.
ITAFS
CAPITAL RESOURCES
As of September 30, 2025, and December 31, 2024, the Company's capital resources were as follows:
| (unaudited in thousands of US Dollars) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Total equity | $ 438,928 | $ 347,829 |
| Net debt¹ | 6,079 | 26,802 |
| Capital resources | $ 445,007 | $ 374,631 |
¹ Non-IFRS measure (see Section 8).
In order to maintain or adjust its capital structure, the Company may, upon approval from its Board of Directors, issue shares, or undertake other activities as deemed appropriate under specific circumstances.
DIVIDENDS
Over the three most recently completed financial years (2022-2024), the Company did not pay any dividends or make any other distributions on its securities. The Company's ability to pay dividends or make other distributions on its securities is currently limited under the Company's debt agreements. Any future dividends or other distributions on its securities would be made at the discretion of the Company's Board of Directors, subject to the limitations under the aforementioned debt agreements and any restrictions set forth in the Company's charter.
On March 19, 2025, the Board of Directors approved a C$0.05 per share special dividend to shareholders of record as of the close of business on April 9, 2025, which was paid on April 25, 2025.
SUMMARY CASH FLOWS
For the three and nine months ended September 30, 2025 and 2024, the Company's summary cash flows were as follows:
| (unaudited in thousands of US Dollars) | For the three months ended September 30, | For the nine months ended September 30, | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % change | 2025 | 2024 | % change | |
| Cash and cash equivalents, beginning of period | $ 98,055 | $ 59,107 | 66% | $ 74,372 | $ 30,753 | 142% |
| Cash flows from operating activities | 19,753 | 6,342 | 211% | 85,884 | 88,853 | (3%) |
| Cash flows used by investing activities | (24,572) | (28,771) | (15%) | (48,595) | (51,099) | (5%) |
| Cash flows from (used) by financing activities | (6,892) | 28,245 | (124%) | (26,152) | (2,329) | 1023% |
| Effect of foreign exchange of non-US Dollar denominated cash | 337 | 371 | (9%) | 1,172 | (884) | n/m |
| Cash and cash equivalents, end of period | $ 86,681 | $ 65,294 | 33% | $ 86,681 | $ 65,294 | 33% |
For the three months ended September 30, 2025, the Company's summary cash flows were explained as follows:
| Item | Q3 2025 vs Q3 2024 |
|---|---|
| Cash flows from operating activities | Increased primarily driven by working capital movements and the same factors that resulted in higher Adjusted EBITDA |
| Cash flows used by investing activities | Decreased primarily due to lower maintenance capex |
| Cash flows from (used) by financing activities | Decreased primarily due to proceeds received from debt refinancing in Q3 2024 |
ITAFOS
For the nine months ended September 30, 2025, the Company's summary cash flows were explained as follows:
| Item | 9M 2025 vs 9M 2024 |
|---|---|
| Cash flows from operating activities | Decreased primarily driven by unfavorable working capital movements |
| Cash flows used by investing activities | Decreased primarily due to proceeds received from the sale of the Araxá project in 2025 and higher interest received, which were partially offset by higher growth capex |
| Cash flows used by financing activities | Increased primarily due to proceeds received from debt refinancing in Q3 2024 and dividends paid to shareholders in Q2 2025, which were partially offset by reduced principal amortization after debt refinancing in Q3 2024 |
CONTRACTUAL OBLIGATIONS
As of September 30, 2025, the Company's contractual obligations were as follows:
| (unaudited in thousands of US Dollars) | Within 1 year | Years 2 and 3 | Years 4 and 5 | After 5 years | Total |
|---|---|---|---|---|---|
| Debt | $ 11,048 | $ 81,041 | $ 670 | — | $ 92,759 |
| Interest payments | 8,509 | 7,269 | 33 | — | 15,811 |
| Accounts payable and accrued liabilities | 82,092 | — | — | — | 82,092 |
| Provisions | 30,805 | 73,297 | 26,298 | 47,961 | 178,361 |
| Leases | 2,744 | 8,485 | 5,507 | 12,863 | 29,599 |
| Contractual obligations | $ 135,198 | $ 170,092 | $ 32,508 | $ 60,824 | $ 398,622 |
The Company records provisions when it is probable that obligations have been incurred and the amounts can be reasonably estimated. The Company's provisions include environmental and asset retirement obligations ("ARO") liabilities and legal contingencies.
As of September 30, 2025, the Company had environmental and ARO liabilities, assets and net liabilities by segment as follows:
| (unaudited in thousands of US Dollars) | Liabilities | Assets | Net Liabilities |
|---|---|---|---|
| Conda | $ 172,509 | $ 45,244 | $ 127,265 |
| Arraias | 5,163 | 4,982 | 181 |
| Development and exploration | 401 | — | 401 |
| Corporate | — | — | — |
| Environmental and ARO | $ 178,073 | $ 50,226 | $ 127,847 |
ITAFS
8. NON-IFRS MEASURES
DEFINITIONS
The Company defines its non-IFRS measures as follows:
| Non-IFRS measure | Definition | Most directly comparable IFRS measure | Why the Company uses the measure |
|---|---|---|---|
| EBITDA | Earnings before interest, taxes, depreciation, depletion and amortization | Net income (loss) and operating income (loss) | EBITDA is a valuable indicator of the Company's ability to generate operating income |
| Adjusted EBITDA | EBITDA adjusted for non-cash, extraordinary, non-recurring and other items unrelated to the Company's core operating activities | Net income (loss) and operating income (loss) | Adjusted EBITDA is a valuable indicator of the Company's ability to generate operating income from its core operating activities normalized to remove the impact of non-cash, extraordinary and non-recurring items. The Company provides guidance on Adjusted EBITDA as useful supplemental information to investors, analysts, lenders, and others |
| Basic earnings (C$/share) | Basic earnings per share denominated in US dollars ($/share) divided by the average exchange rate C$/$ during the period. | Basic earnings ($/share) | The Company considers that basic earnings (C$/share) is a useful indicator to investors given that the Company's shares primarily trade in C$ |
| Diluted earnings (C$/share) | Diluted earnings per share denominated in US dollars ($/share) divided by the average exchange rate C$/$ during the period. | Diluted earnings ($/share) | The Company considers that diluted earnings (C$/share) is a useful indicator to investors given that the Company's shares primarily trade in C$ |
| Trailing 12 months Adjusted EBITDA | Adjusted EBITDA for the current and preceding three quarters | Net income (loss) and operating income (loss) for the current and preceding three quarters | The Company uses the trailing 12 months Adjusted EBITDA in the calculation of the net leverage ratio (non-IFRS measure) |
| Total capex | Additions to property, plant, and equipment and mineral properties adjusted for additions to asset retirement obligations, additions to right-of-use assets and capitalized interest | Additions to property, plant and equipment and mineral properties | The Company uses total capex in the calculation of total cash capex (non-IFRS measure) |
| Maintenance capex | Portion of total capex relating to the maintenance of ongoing operations | Additions to property, plant and equipment and mineral properties | Maintenance capex is a valuable indicator of the Company's required capital expenditures to sustain operations at existing levels |
| Growth capex | Portion of total capex relating to the development of growth opportunities | Additions to property, plant and equipment and mineral properties | Growth capex is a valuable indicator of the Company's capital expenditures related to growth opportunities. |
| Total cash capex | Total capex less accrued capex | Additions to property, plant and equipment and mineral properties | The Company uses total cash capex in the calculation of cash growth capex (non-IFRS measure) |
| Cash maintenance capex | Maintenance capex less accrued maintenance capex | Additions to property, plant and equipment and mineral properties | The Company uses cash maintenance capex in the calculation of cash growth capex |
ITAFS
| Non-IFRS measure | Definition | Most directly comparable IFRS measure | Why the Company uses the measure |
|---|---|---|---|
| (non-IFRS measure) | |||
| Cash growth capex | Growth capex less accrued growth capex | Additions to property, plant and equipment and mineral properties | The Company uses cash growth capex in the calculation of free cash flow (non-IFRS measure). |
| Net debt | Debt less cash and cash equivalents plus deferred financing costs (does not consider lease liabilities) | Current debt, long-term debt and cash and cash equivalents | Net debt is a valuable indicator of the Company's net debt position as it removes the impact of deferring financing costs. |
| Net leverage ratio | Net debt divided by trailing 12 months Adjusted EBITDA | Current debt, long-term debt and cash and cash equivalents; net income (loss) and operating income (loss) for the current and preceding three quarters | The Company's net leverage ratio is a valuable indicator of its ability to service its debt from its core operating activities. |
| Working capital | Current assets less current liabilities | Current assets and current liabilities | Working capital is a valuable indicator of the Company's liquidity |
| Liquidity | Cash and cash equivalents plus undrawn committed borrowing capacity | Cash and cash equivalents | Liquidity is a valuable indicator of the Company's liquidity |
| Free cash flow | Cash flows from operating activities, which excludes payment of interest expense, plus cash flows from investing activities | Cash flows from operating activities and cash flows from investing activities | Free cash flow is a valuable indicator of the Company's ability to generate cash flows from operations after giving effect to required capital expenditures to sustain operations at existing levels. Free cash flow is a valuable indicator of the Company's cash flow available for debt service or to fund growth opportunities. The Company provides guidance on free cash flow as useful supplemental information to investors, analysts, lenders, and others. |
| Realized price | Revenues divided by sales volumes | Revenues | The Company uses realized price to assess operational performance |
| Revenues per tonne P2O5 | Revenues divided by sales volumes presented on P2O5 basis | Revenues | The Company uses revenues per tonne P2O5 in the calculation of cash margin per tonne P2O5 (non-IFRS measure). |
| Cash costs | Cost of goods sold less net realizable value adjustments, depreciation, depletion and amortization | Cost of goods sold | The Company uses cash costs in the calculation of cash costs per tonne P2O5 (non-IFRS measure). |
| Cash costs per tonne P2O5 | Cash costs divided by sales volumes presented on P2O5 basis | Cost of goods sold | The Company uses cash costs per tonne P2O5 in the calculation of cash margin per tonne P2O5 (non-IFRS measure). |
| Cash margin | Revenues less cash costs | Gross margin | The Company uses cash margin in the calculation of cash margin per tonne P2O5 (non-IFRS measure). |
| Cash margin per tonne P2O5 | Revenues per tonne P2O5 less cash costs per tonne P2O5 | Gross margin | Cash margin per tonne P2O5 is a valuable indicator of the Company's ability to generate margin on sales across its various phosphate and specialty fertilizer products normalized on a per tonne P2O5 basis. |
| Corporate selling, general and administrative expenses | Corporate selling, general and administrative less share-based payments expense. | Selling, general and administrative expenses | The Company uses corporate selling, general and administrative expenses to assess corporate performance. |
ITAFS
EBITDA, ADJUSTED EBITDA AND TRAILING 12 MONTHS ADJUSTED EBITDA
For the three months ended September 30, 2025 and 2024
For the three months ended September 30, 2025 the Company had EBITDA and Adjusted EBITDA by segment as follows:
| (unaudited in thousands of US Dollars) | Conda | Arraias | Development and exploration | Corporate | Total |
|---|---|---|---|---|---|
| Net income (loss) | $ 23,863 | $ 5,798 | $ (362) | $ 6,919 | $ 36,218 |
| Finance (income) expense, net | 1,196 | (153) | — | 642 | 1,685 |
| Current and deferred income tax expense | 7,755 | — | — | 1,198 | 8,953 |
| Depreciation and depletion | 13,230 | 859 | — | 78 | 14,167 |
| EBITDA | $ 46,044 | $ 6,504 | $ (362) | $ 8,837 | $ 61,023 |
| Unrealized foreign exchange loss | — | 70 | 54 | — | 124 |
| Share-based payment expense | — | — | — | 658 | 658 |
| Transaction costs | — | — | — | 26 | 26 |
| Other (income) expense, net | 251 | 474 | — | (13,660) | (12,935) |
| Adjusted EBITDA | $ 46,295 | $ 7,048 | $ (308) | $ (4,139) | $ 48,896 |
| (unaudited in thousands of US Dollars) | Conda | Arraias | Development and exploration | Corporate | Total |
| --- | --- | --- | --- | --- | --- |
| Operating income (loss) | $ 33,067 | $ 6,189 | $ (308) | $ (4,883) | $ 34,065 |
| Depreciation and depletion | 13,230 | 859 | — | 78 | 14,167 |
| Realized foreign exchange gain | (2) | — | — | (18) | (20) |
| Share-based payment expense | — | — | — | 658 | 658 |
| Transaction costs | — | — | — | 26 | 26 |
| Adjusted EBITDA | $ 46,295 | $ 7,048 | $ (308) | $ (4,139) | $ 48,896 |
ITAFOS
For the three months ended September 30, 2024, the Company had EBITDA and Adjusted EBITDA by segment as follows:
| (unaudited in thousands of US Dollars) | Conda | Arraias | Development and exploration | Corporate | Total |
|---|---|---|---|---|---|
| Net income (loss) | $ 17,928 | $ 3,271 | $ (11) | $ (2,902) | $ 18,286 |
| Finance (income) expense, net | 1,083 | (139) | 1 | 395 | 1,340 |
| Current and deferred income tax expense (recovery) | 8,573 | — | — | (2,175) | 6,398 |
| Depreciation and depletion | 9,658 | 458 | 3 | 82 | 10,201 |
| EBITDA | $ 37,242 | $ 3,590 | $ (7) | $ (4,600) | 36,225 |
| Unrealized foreign exchange loss | — | 54 | 60 | — | 114 |
| Share-based payment expense | — | — | — | 734 | 734 |
| Transaction costs | — | — | — | 481 | 481 |
| Other expense | 439 | 16 | 2 | — | 457 |
| Adjusted EBITDA | $ 37,681 | $ 3,660 | $ 55 | $ (3,385) | $ 38,011 |
| (unaudited in thousands of US Dollars) | Conda | Arraias | Development and exploration | Corporate | Total |
| --- | --- | --- | --- | --- | --- |
| Operating income (loss) | $ 28,021 | $ 3,202 | $ 52 | $ (4,681) | $ 26,594 |
| Depreciation and depletion | 9,658 | 458 | 3 | 82 | 10,201 |
| Realized foreign exchange gain | 2 | — | — | (1) | 1 |
| Share-based payment expense | — | — | — | 734 | 734 |
| Transaction costs | — | — | — | 481 | 481 |
| Adjusted EBITDA | $ 37,681 | $ 3,660 | $ 55 | $ (3,385) | $ 38,011 |
ITAFOS
For the nine months ended September 30, 2025 and 2024
For the nine months ended September 30, 2025 the Company had EBITDA and Adjusted EBITDA by segment as follows:
| (unaudited in thousands of US Dollars) | Conda | Arraias | Development and exploration | Corporate | Total |
|---|---|---|---|---|---|
| Net income (loss) | $ 67,279 | $ 10,278 | $ (1,224) | $ 20,575 | $ 96,908 |
| Finance (income) expense, net | 3,666 | (458) | — | 3,142 | 6,350 |
| Current and deferred income tax expense | 19,771 | — | — | 3,151 | 22,922 |
| Depreciation and depletion | 28,604 | 2,152 | — | 232 | 30,988 |
| EBITDA | $ 119,320 | $ 11,972 | $ (1,224) | $ 27,100 | $ 157,168 |
| Unrealized foreign exchange (gain) loss | — | (188) | 318 | — | 130 |
| Share-based payment expense | — | — | — | 4,535 | 4,535 |
| Transaction costs | — | — | — | 130 | 130 |
| Other (income) expense, net | 762 | 686 | — | (43,409) | (41,961) |
| Adjusted EBITDA | $ 120,082 | $ 12,470 | $ (906) | $ (11,644) | $ 120,002 |
| (unaudited in thousands of US Dollars) | Conda | Arraias | Development and exploration | Corporate | Total |
| --- | --- | --- | --- | --- | --- |
| Operating income (loss) | $ 91,484 | $ 10,318 | $ (906) | $ (16,239) | $ 84,657 |
| Depreciation and depletion | 28,604 | 2,152 | — | 232 | 30,988 |
| Realized foreign exchange loss | (6) | — | — | (302) | (308) |
| Share-based payment expense | — | — | — | 4,535 | 4,535 |
| Transaction costs | — | — | — | 130 | 130 |
| Adjusted EBITDA | $ 120,082 | $ 12,470 | $ (906) | $ (11,644) | $ 120,002 |
ITAFOS
For the nine months ended September 30, 2024, the Company had EBITDA and Adjusted EBITDA by segment as follows:
| (unaudited in thousands of US Dollars) | Conda | Arraias | Development and exploration | Corporate | Total |
|---|---|---|---|---|---|
| Net income (loss) | $ 69,911 | $ 1,780 | $ (239) | $ (13,243) | $ 58,209 |
| Finance (income) expense, net | 3,470 | (597) | 2 | 5,217 | 8,092 |
| Current and deferred income tax expense (recovery) | 22,343 | — | — | (6,567) | 15,776 |
| Depreciation and depletion | 24,419 | 1,653 | 13 | 250 | 26,335 |
| EBITDA | $ 120,143 | $ 2,836 | $ (224) | $ (14,343) | $ 108,412 |
| Unrealized foreign exchange (gain) loss | — | 1,704 | (260) | — | 1,444 |
| Share-based payment expense | — | — | — | 1,591 | 1,591 |
| Transaction costs | — | — | — | 708 | 708 |
| Non-recurring compensation expenses | — | — | — | 1,560 | 1,560 |
| Other (income) expense, net | 1,303 | (996) | 6 | (40) | 273 |
| Adjusted EBITDA | $ 121,446 | $ 3,544 | $ (478) | $ (10,524) | $ 113,988 |
| (unaudited in thousands of US Dollars) | Conda | Arraias | Development and exploration | Corporate | Total |
| --- | --- | --- | --- | --- | --- |
| Operating income (loss) | $ 97,030 | $ 1,891 | $ (491) | $ (14,623) | $ 83,807 |
| Depreciation and depletion | 24,419 | 1,653 | 13 | 250 | 26,335 |
| Realized foreign exchange gain | (3) | — | — | (10) | (13) |
| Share-based payment expense | — | — | — | 1,591 | 1,591 |
| Transaction costs | — | — | — | 708 | 708 |
| Non-recurring compensation expenses | — | — | — | 1,560 | 1,560 |
| Adjusted EBITDA | $ 121,446 | $ 3,544 | $ (478) | $ (10,524) | $ 113,988 |
As of September 30, 2025 and December 31, 2024
As of September 30, 2025 and December 31, 2024, the Company had trailing 12 months Adjusted EBITDA as follows:
| (unaudited in thousands of US Dollars) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| For the three months ended September 30, 2025 | $ 48,896 | $ — |
| For the three months ended June 30, 2025 | 31,827 | — |
| For the three months ended March 31, 2025 | 39,279 | — |
| For the three months ended December 31, 2024 | 45,473 | 45,473 |
| For the three months ended September 30, 2024 | — | 38,011 |
| For the three months ended June 30, 2024 | — | 32,810 |
| For the three months ended March 31, 2024 | — | 43,167 |
| Trailing 12 months Adjusted EBITDA | $ 165,475 | $ 159,461 |
ITAFS
TOTAL CAPEX AND CASH CAPEX
For the three months ended September 30, 2025 and 2024
For the three months ended September 30, 2025, the Company had capex and cash capex by segment as follows:
| (unaudited in thousands of US Dollars) | Conda | Arraias | Development and exploration | Corporate | Total |
|---|---|---|---|---|---|
| Additions to property, plant and equipment | $ 24,002 | $ 712 | $ 28 | $ 17 | $ 24,759 |
| Additions to mineral properties | (1,346) | 943 | 67 | — | (336) |
| Additions to property, plant and equipment related asset retirement obligations | (533) | (128) | — | — | (661) |
| Additions to right-of-use assets | — | (109) | — | — | (109) |
| Capitalized interest in property, plant, and equipment and mineral properties | (2,066) | — | — | — | (2,066) |
| Total capex | $ 20,057 | $ 1,418 | $ 95 | $ 17 | $ 21,587 |
| Accrued capex | 3,800 | — | — | — | 3,800 |
| Total cash capex | $ 23,857 | $ 1,418 | $ 95 | $ 17 | $ 25,387 |
| Maintenance capex | $ 2,002 | $ 106 | $ — | $ 17 | $ 2,125 |
| Accrued maintenance capex | 467 | — | — | — | 467 |
| Cash maintenance capex | $ 2,469 | $ 106 | $ — | $ 17 | $ 2,592 |
| Growth capex | $ 18,055 | $ 1,312 | $ 95 | $ — | $ 19,462 |
| Accrued growth capex | 3,333 | — | — | — | 3,333 |
| Cash growth capex | $ 21,388 | $ 1,312 | $ 95 | $ — | $ 22,795 |
For the three months ended September 30, 2024, the Company had capex and cash capex by segment as follows:
| (unaudited in thousands of US Dollars) | Conda | Arraias | Development and exploration | Corporate | Total |
|---|---|---|---|---|---|
| Additions to property, plant and equipment | $ 11,633 | $ 710 | $ — | $ 5 | $ 12,348 |
| Additions to mineral properties | 18,738 | — | 108 | — | 18,846 |
| Additions to property, plant and equipment related asset retirement obligations | (7,261) | (120) | — | — | (7,381) |
| Additions to right-of-use assets | — | (5) | — | — | (5) |
| Capitalized interest in property, plant, and equipment and mineral properties | (2,714) | — | — | — | (2,714) |
| Total capex | $ 20,396 | $ 585 | $ 108 | $ 5 | $ 21,094 |
| Accrued capex | 8,152 | — | — | — | 8,152 |
| Total cash capex | $ 28,548 | $ 585 | $ 108 | $ 5 | $ 29,246 |
| Maintenance capex | $ 2,250 | $ 324 | $ — | $ 5 | $ 2,579 |
| Accrued maintenance capex | 9,623 | — | — | — | 9,623 |
| Cash maintenance capex | $ 11,873 | $ 324 | $ — | $ 5 | $ 12,202 |
| Growth capex | $ 18,146 | $ 261 | $ 108 | $ — | $ 18,515 |
| Accrued growth capex | (1,471) | — | — | — | (1,471) |
| Cash growth capex | $ 16,675 | $ 261 | $ 108 | $ — | $ 17,044 |
ITAFOS
For the nine months ended September 30, 2025 and 2024
For the nine months ended September 30, 2025, the Company had capex and cash capex by segment as follows:
| (unaudited in thousands of US Dollars) | Conda | Arraias | Development and exploration | Corporate | Total |
|---|---|---|---|---|---|
| Additions to property, plant and equipment | $ 64,685 | $ 6,116 | $ 49 | $ 17 | $ 70,867 |
| Additions to mineral properties | 7,151 | 1,168 | 481 | — | 8,800 |
| Additions to asset retirement obligations | (1,541) | (760) | — | — | (2,301) |
| Additions to right-of-use assets | (11,710) | (420) | (15) | — | (12,145) |
| Capitalized interest in property, plant, and equipment and mineral properties | (4,905) | — | — | — | (4,905) |
| Total capex | $ 53,680 | $ 6,104 | $ 515 | $ 17 | $ 60,316 |
| Accrued capex | (2,112) | — | — | — | (2,112) |
| Total cash capex | $ 51,568 | $ 6,104 | $ 515 | $ 17 | $ 58,204 |
| Maintenance capex | $ 14,326 | $ 217 | $ — | $ 17 | $ 14,560 |
| Accrued maintenance capex | (108) | — | — | — | (108) |
| Cash maintenance capex | $ 14,218 | $ 217 | $ — | $ 17 | $ 14,452 |
| Growth capex | $ 39,354 | $ 5,887 | $ 515 | $ — | $ 45,756 |
| Accrued growth capex | (2,004) | — | — | — | (2,004) |
| Cash growth capex | $ 37,350 | $ 5,887 | $ 515 | $ — | $ 43,752 |
For the nine months ended September 30, 2024, the Company had capex and cash capex by segment as follows:
| (unaudited in thousands of US Dollars) | Conda | Arraias | Development and exploration | Corporate | Total |
|---|---|---|---|---|---|
| Additions to property, plant and equipment | $ 32,475 | $ 3,725 | $ (2) | $ 8 | $ 36,206 |
| Additions to mineral properties | 29,585 | — | 495 | — | 30,080 |
| Additions to asset retirement obligations | (6,171) | 646 | — | — | (5,525) |
| Additions to right-of-use assets | — | (346) | 2 | — | (344) |
| Capitalized interest in property, plant, and equipment and mineral properties | (2,714) | — | — | — | (2,714) |
| Total capex | $ 53,175 | $ 4,025 | $ 495 | $ 8 | $ 57,703 |
| Accrued capex | (4,911) | — | — | — | (4,911) |
| Total cash capex | $ 48,264 | $ 4,025 | $ 495 | $ 8 | $ 52,792 |
| Maintenance capex | $ 22,966 | $ 2,697 | $ — | $ 8 | $ 25,671 |
| Accrued maintenance capex | (23) | — | — | — | (23) |
| Cash maintenance capex | $ 22,943 | $ 2,697 | $ — | $ 8 | $ 25,648 |
| Growth capex | $ 30,209 | $ 1,328 | $ 495 | $ — | $ 32,032 |
| Accrued growth capex | (4,888) | — | — | — | (4,888) |
| Cash growth capex | $ 25,321 | $ 1,328 | $ 495 | $ — | $ 27,144 |
ITAFOS
NET DEBT AND NET LEVERAGE RATIO
As of September 30, 2025 and December 31, 2024, the Company had net debt and net leverage ratio as follows:
| (unaudited in thousands of US Dollars except as otherwise noted) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Current debt | $ 11,048 | $ 11,163 |
| Long-term debt | 79,715 | 86,804 |
| Cash and cash equivalents | (86,681) | (74,372) |
| Deferred financing costs related to the Credit Facilities | 1,997 | 3,207 |
| Net debt | $ 6,079 | $ 26,802 |
| Trailing 12 months Adjusted EBITDA | $ 165,475 | $ 159,461 |
| Net leverage ratio | 0.0x | 0.2x |
WORKING CAPITAL
As of September 30, 2025 and December 31, 2024, the Company had working capital as follows:
| (unaudited in thousands of US Dollars) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Cash and cash equivalents | $ 86,681 | $ 74,372 |
| Accounts receivable | 42,696 | 41,270 |
| Inventories, net | 177,229 | 131,813 |
| Investments | 21,648 | — |
| Other current assets | 18,692 | 9,246 |
| Accounts payable and accrued liabilities | (82,092) | (60,005) |
| Provisions | (30,805) | (6,252) |
| Current debt | (11,048) | (11,163) |
| Contract liabilities | (955) | (626) |
| Other current liabilities | (2,744) | (2,858) |
| Working capital | $ 219,302 | $ 175,797 |
LIQUIDITY
As of September 30, 2025 and December 31, 2024, the Company had liquidity as follows:
| (unaudited in thousands of US Dollars) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Cash and cash equivalents | $ 86,681 | $ 74,372 |
| ABL Facility undrawn borrowing capacity | 80,000 | 80,000 |
| Liquidity | $ 166,681 | $ 154,372 |
FREE CASH FLOW
For three and nine months ended September 30, 2025 and 2024 the Company had free cash flow as follows:
| (unaudited in thousands of US Dollars) | For the three months ended September 30, | For the nine months ended September 30, | ||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Cash flows from operating activities | $ 19,753 | $ 6,342 | $ 85,884 | $ 88,853 |
| Cash flows used by investing activities | (24,572) | (28,771) | (48,595) | (51,099) |
| Free cash flow | $ (4,819) | $ (22,429) | $ 37,289 | $ 37,754 |
ITAFOS
REVENUES PER TONNE P₂O₅, CASH COSTS AND CASH COSTS PER TONNE P₂O₅, CASH MARGIN AND CASH MARGIN PER TONNE P₂O₅
For the three and nine months ended September 30, 2025 and 2024, Conda had revenues per tonne P₂O₅, cash costs and cash cost per tonne P₂O₅, cash margin and cash margin per tonne P₂O₅ as follows:
| (unaudited in thousands of US Dollars except as otherwise noted) | For the three months ended September 30, | For the nine months ended September 30, | ||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Revenues | $ 134,028 | $ 110,745 | $ 378,968 | $ 335,412 |
| Cost of goods sold | 99,624 | 81,431 | 283,836 | 234,725 |
| Depreciation and depletion | $ (13,230) | $ (9,658) | (28,604) | $ (24,419) |
| Cash costs | $ 86,394 | $ 71,773 | $ 255,232 | $ 210,306 |
| Cash margin | $ 47,634 | $ 38,972 | $ 123,736 | $ 125,106 |
| Sales volumes (tonnes P₂O₅)¹ | 87,473 | 84,596 | 264,044 | 249,033 |
| Revenues per tonne P₂O₅ | $ 1,532 | $ 1,309 | $ 1,435 | $ 1,347 |
| Cash costs per tonne P₂O₅ | $ 988 | $ 848 | $ 967 | $ 844 |
| Cash margin per tonne P₂O₅ | $ 544 | $ 461 | $ 468 | $ 502 |
- P₂O₅ basis for Conda’s products considers MAP at 52%, MAP+ at 39%, SPA at 100%, MGA at 100%, APP at 34% and HFSA at 0%.
For the three and nine months ended September 30, 2025 and 2024 Arraias had revenues, cash costs and cash margin as follows:
| (unaudited in thousands of US Dollars except as otherwise noted) | For the three months ended September 30, | For the nine months ended September 30, | ||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Revenues | $ 18,795 | $ 9,245 | $ 36,390 | $ 17,648 |
| Less: excess sulfuric acid | 6,390 | 5,040 | 20,747 | 13,157 |
| Revenues excluding excess sulfuric acid | $ 12,405 | $ 4,205 | $ 15,643 | $ 4,491 |
| Cost of goods sold | 11,196 | 5,356 | 22,949 | 13,364 |
| Depreciation and depletion | (859) | (458) | (2,152) | (1,653) |
| Cash costs | $ 10,337 | $ 4,898 | $ 20,797 | $ 11,711 |
| Less: excess sulfuric acid | 4,475 | 2,865 | 13,161 | 9,573 |
| Cash costs excluding excess sulfuric acid | $ 5,862 | $ 2,033 | $ 7,636 | $ 2,138 |
| Cash margin | $ 8,458 | $ 4,347 | $ 15,593 | $ 5,937 |
| Cash margin excluding excess sulfuric acid | $ 6,543 | $ 2,172 | $ 8,007 | $ 2,353 |
| Sales volumes (tonnes P₂O₅)¹ | 16,653 | 6,993 | 22,692 | 7,563 |
| Revenues per tonne P₂O₅ | $ 745 | $ 601 | $ 689 | $ 594 |
| Cash costs per tonne P₂O₅ | $ 352 | $ 291 | $ 337 | $ 283 |
| Cash margin per tonne P₂O₅ | $ 393 | $ 311 | $ 353 | $ 311 |
- P₂O₅ basis for Arraias products considers DAPR at 12%, Rock at 5%, and excludes sulfuric acid.
ITAFOS
CORPORATE SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
For the three and nine months ended September 30, 2025 and 2024, the Company had corporate selling, general and administrative expenses as follows:
| For the three months ended September 30, | For the nine months ended September 30, | |||
|---|---|---|---|---|
| (unaudited in thousands of US Dollars) | 2025 | 2024 | 2025 | 2024 |
| Selling, general and administrative expenses | $ 4,883 | $ 4,681 | $ 16,239 | $ 14,623 |
| Share-based payments expense | (658) | (734) | (4,535) | (1,591) |
| Corporate selling, general and administrative expenses | $ 4,225 | $ 3,947 | $ 11,704 | $ 13,032 |
9. BUSINESS RISKS AND UNCERTAINTIES
FORWARD-LOOKING INFORMATION
This MD&A contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Except for statements of historical fact relating to the Company, information contained herein may constitute forward-looking information. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "estimates", "intends", "believes", "forecasts", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "should", "intent", "might" or "will be taken", "occur" or "be achieved" or other similar words.
Forward-looking information contained herein may include, without limitation, statements with respect to the Company's:
- mission, strategy and outlook;
- ability to carry out and complete any plan or project, including completing the MgO Reduction Project;
- ability to achieve future operational and financial results;
- ability to own and operate its operating projects;
- ability to develop and complete its development projects;
- ability to obtain necessary permits and licenses;
- ability to secure financing;
- expectations around commodity markets;
- expectations around Mineral Reserves and Mineral Resources, including those stipulated in technical reports;
- expectations around current estimates and potential increases of mine life; and
- expectations around environmental and ARO obligations.
Management believes that forward-looking information provides useful information to investors, analysts, lenders and others. In evaluating forward-looking information, investors, lenders and others should consider that forward-looking information may not be appropriate for other purposes and are cautioned not to put undue reliance on forward-looking information. Forward-looking information contained in this MD&A is based on the opinions, assumptions and estimates of management some of which are set out herein, which management believes are reasonable as of the date the statements are made. Such opinions, assumptions and estimates are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in forward-looking information.
37
ITAFOS
These factors include risks and uncertainties relating to:
- commodity price risks;
- operating risks;
- safety risks;
- mineral reserves and mineral resources risks;
- mine development and completion risks;
- foreign operations risks;
- regulatory risks;
- environmental risks;
- asset retirement obligations risks;
- weather risks;
- climate change risks;
- currency risks;
- inflation risks
- competition risks;
- counterparty risks;
- financing risks;
- additional capital risks;
- credit risks;
- key personnel risks;
- impairment risks;
- cybersecurity risks;
-
transportation risks;
-
infrastructure risks;
- equipment and supplies risks;
- concentration risks;
- litigation risks;
- permitting and licensing risks;
- land title and access rights risks;
- insurance and uninsured risks;
- malicious acts risks;
- stock price volatility risks;
- technological advancement and innovation risks;
- artificial intelligence risks;
- tax risks, including import and export tariffs;
- foreign subsidiaries risks;
- reputation damage risks;
- controlling shareholder risks;
- conflicts of interest risks;
- epidemics, pandemics and public health risks;
- geopolitical risks;
- environmental justice risks;
- internal controls over financial reporting risks;
- anti-corruption laws risks; and
- non-governmental organizations ("NGO") risks.
Additionally, all of the forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions referred to below and elsewhere in this document. Although we believe that these assumptions are reasonable, having regard to our experience and our perception of historical trends, the assumptions set forth below are not exhaustive of the factors that may affect any of the forward-looking statements and the reader should not place undue reliance on these assumptions and such forward-looking statements. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty. Additional key assumptions that have been made in relation to the operation of our business as currently planned and our ability to achieve our business objectives include the Company's expectations and assumptions with respect to the following: commodity prices; operating results; operational safety; changes to the Company's mineral reserves and resources; timing of expected permitting; optionality for further mine life extension through ownership of the H2/Freeman Ridge leases and potential third party mineral purchase agreements; changes to mine development and completion; changes to regulation; the impact of weather and climate change; risks related to asset retirement obligations, general economic changes, including inflation and foreign exchange rates; the actions of the Company's competitors and counterparties; financing, liquidity, credit and capital; the loss of key personnel; impairment; cybersecurity; transportation and infrastructure; changes to equipment and suppliers; concentration risk adverse litigation; changes to permitting and licensing; geopolitical risks; loss of land title and access rights; changes to insurance and uninsured risks; the potential for malicious acts; market and stock price volatility; changes to technology, innovation or artificial intelligence; changes to tax laws, including import and export tariffs; the risk of operating in foreign jurisdictions; the risks posed by a controlling shareholder and other conflicts of interest; risks related to reputational damage; the risk associated with epidemics, pandemics and public health; the risks associated with environmental justice; and any risks related to internal controls over financial reporting.
Although the Company has attempted to identify crucial 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 as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information.
38
ITAFOS
The reader is cautioned not to place undue reliance on forward-looking information. Factors that may cause actual results to differ materially from expected results described in forward-looking statements include, but are not limited to, the risk factors set out herein. Readers are cautioned that the list of risks set out herein is not exhaustive.
The forward-looking information included herein is expressly qualified by this cautionary statement and is made as of the date hereof. Management undertakes no obligation to publicly update or revise any forward-looking information except as required by applicable securities laws. Certain statements included herein may be considered "financial outlook" for the purposes of applicable securities laws. Financial outlook is provided for the purposes of assisting the reader in understanding the Company's financial performance and measuring progress towards management's objectives and the reader is cautioned that it may not be appropriate for other purposes.
The risks and uncertainties affecting the forward-looking information contained in this MD&A are described in greater detail in the 2024 AIF.
For the three months ended September 30, 2025, there have been no material changes to the risks and uncertainties that have materially affected, or are reasonably likely to materially affect, the Company's forward-looking information.
10. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The process of preparing financial statements in conformity with IFRS requires the Company to make certain estimates based on judgments and assumptions that could have an impact on the amounts of the assets, liabilities, revenues and expenses reported each period. Each of these estimates varies with respect to the level of judgment involved and the potential impact on the Company's reported financial results and disclosures. Estimates are based on historical experience, and other factors, including information available at a point in time and expectations of future events, that are considered reasonable under the circumstances at the time the Company prepares its financial statements. If the Company's financial condition, change in financial condition or results of operations would be materially impacted by a different estimate or a material change in estimate from period to period, estimates are deemed critical. By their nature, these estimates are subject to measurement uncertainty, and changes in these estimates may affect the financial statements of future periods (see Note 4 in the 2024 Consolidated Financial Statements).
11. CONTROLS AND PROCEDURES
The Company maintains controls and procedures, including disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR") as defined in National Instrument 52-109. The Company's DC&P are intended to provide reasonable assurance that information required to be disclosed by the Company in its filings is communicated, processed, and reported accurately and timely. The Company's ICFR is intended to provide reasonable assurance regarding the reliability of the Company's financial reporting and preparation of consolidated financial statements for external purposes in accordance with IFRS.
The design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, no matter how well designed, there are inherent limitations in any internal control system. These inherent limitations include the possibility of human error, assumptions used in prevention or detection of control issues, circumvention of controls and procedures, collusion of two or more people, unauthorized overriding of controls or the risk that controls may become inadequate due to changes in conditions. Accordingly, even controls and procedures determined to be properly designed and effective can only provide reasonable, not absolute, assurance of achieving their objectives.
ITAFOS
The Company has identified certain risks in its controls and procedures related to segregation of duties resulting from limited administrative staffing and certain manual tasks. The Company is mitigating such risks through various cost-effective measures, including automated processes, compensating or mitigating controls, and increased management oversight.
For the three months ended September 30, 2025, there were no changes to the Company's controls and procedures that have materially affected, or are reasonably likely to materially affect, the Company's DC&P and ICFR.
12. OTHER DISCLOSURES
QUALIFIED PERSON
Unless otherwise indicated, the responsible Qualified Person, as defined by NI 43-101, who has reviewed and approved the technical information sourced from the latest respective technical reports and contained in this MD&A regarding Mineral Resources for Conda and Farim is Jerry DeWolfe, Professional Geologist (P.Geo.) with the Association of Professional Engineers and Geoscientists of Alberta. Mr. DeWolfe is a full-time employee of WSP Canada Inc. (WSP; formerly known as Golder Associated Ltd.) and is independent of the Company.
Unless otherwise indicated, the responsible Qualified Person, as defined by NI 43-101, who has reviewed and approved the technical information sourced from the latest respective technical reports and contained in this MD&A regarding Mineral Reserves for Conda and Farim is Terry Kremmel, Professional Engineer (P.E.) licensed by the States of Missouri and North Carolina. Mr. Kremmel is a full-time employee of WSP USA, Inc. and is independent of the Company.
Unless otherwise indicated, the responsible Qualified Person, as defined by NI 43-101, who has reviewed and approved the technical information sourced from the latest respective technical reports and contained in this MD&A regarding Mineral Resources for Arraias and Santana is Carlos Guzmán, FAusIMM (229036), Principal Mining Engineer, RM (Chilean Mining Commission). Mr. Guzmán is a full-time employee of NCL Brasil Engenharia Ltda. and is independent of the Company.
Complete information on the verification procedures, quality assurance program, quality control procedures, parameters and methods and other factors that may materially affect scientific and technical information presented in this MD&A and definitions of certain terms used herein may be found in the Technical Reports which are available on the Company's website at www.itafos.com and on the Company's profile on SEDAR+ at www.sedarplus.ca.