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Mineros S.A. Management Reports 2024

Feb 15, 2024

48080_rns_2024-02-15_5448fc9d-50ac-435c-a2d8-fb94d1d71e7b.pdf

Management Reports

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MINEROS S.A. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

For the three months and year ended December 31, 2023 (Thousands of United States Dollars)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Contents
OVERVIEW OF THE BUSINESS 3
STRATEGY 3
HIGHLIGHTS 4
OUTLOOK 12
REVIEW OF OPERATIONS 13
REVIEW OF FINANCIAL RESULTS 23
QUARTERLY FINANCIAL AND OPERATING RESULTS 29
FINANCIAL CONDITION & LIQUIDITY 30
RELATED PARTIES 37
NON-IFRS AND OTHER FINANCIAL MEASURES 38
RISK FACTORS 50
CRITICAL ACCOUNTING POLICIES AND ESTIMATES 53
INTERNAL CONTROLS OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND
PROCEDURES 54
CAUTIONARY NOTES AND ADDITIONAL INFORMATION 55

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis (“MD&A”) is dated February 14, 2024, and relates to the financial condition and results of operations of Mineros S.A. (“Mineros” or the “Company”) for the three months and year ended December 31, 2023, and should be read in conjunction with the audited consolidated financial statements of the Company and related notes for the years ended December 31, 2023 and 2022, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). This MD&A addresses matters we consider important for an understanding of our financial condition and results of operations as at and for the three months and year ended December 31, 2023 as well as our outlook.

In this MD&A, references to “US dollars” and the symbol “$” refer to United States dollars. References to the symbol “COP$” refer to Colombian pesos. Dollar amounts are in thousands of United States dollars, except per share amounts, prices and where otherwise indicated. References to “we”, “us”, “our”, the “Company” or “Mineros”, refer to Mineros S.A. and/or one or more or all of its subsidiaries, as applicable.

This MD&A contains forward looking information. Forward looking information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such statements are made, and are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward looking information, including but not limited to the risk factors described in the ‘”Risk Factors” section of the Company’s most recent annual information form, available on SEDAR+ at www.sedarplus.com . There can be no assurance that such forward looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, prospective investors should not place undue reliance on forward looking information, which speaks only as of the date made. See Section 14 Cautionary Notes And Additional Information.

Certain monetary amounts, percentages and other figures included in this MD&A have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

The Company has included non-IFRS financial measures and non-IFRS ratios in this MD&A. Management believes that non-IFRS financial measures and non-IFRS ratios, when supplementing measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-IFRS financial measures and non-IFRS ratios do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar measures employed by other companies. This data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The following non-IFRS financial measures and non-IFRS ratios are included in this MD&A:

  • Adjusted EBITDA;

  • Cash cost (“Cash Cost”);

  • All-in sustaining costs (“AISC”);

  • Net free cash flow;

  • Return on Capital Employed (“ROCE”);

  • Net Debt; and

  • Average realized price per ounce of gold/silver sold.

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2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Reconciliations associated with the above performance measures can be found in Section 10 Non-IFRS and Other Financial Measures in this MD&A.

In the fourth quarter of 2023, in order to accommodate the transactions that occurred during the period, the Company aligned its definitions of non-IFRS measures to more accurately reflect the economic reality of its operations. Management implemented certain changes including the removal of the non-IFRS financial measure Net Debt to Adjusted EBITDA ratio and included Net Debt instead. This change aligns our non-IFRS financial measures within this MD&A to those used by the business to evaluate the performance of the Company. AISC and Cash Cost have been restated to capture cash outflows related to asset retirement obligations and environmental and rehabilitation costs. No other changes to the determination of the remaining non-IFRS financial measures have been made.

1 OVERVIEW OF THE BUSINESS

Mineros is a gold mining company headquartered in Medellín, Colombia with producing and development stage properties in Colombia and Nicaragua, including the Nechí Alluvial Property in Colombia (the “Nechí Alluvial Property'') and the Hemco Property in Nicaragua (the “Hemco Property”), which together, comprise the Company’s “Material Properties''. The Company also has a number of growth projects including the Porvenir Project (the “Porvenir Project”) and the Luna Roja deposit (“Luna Roja Deposit”) at the Hemco Property. Mineros also has the Caribe exploration target (the “Caribe Exploration Target”) at the Hemco Property in Nicaragua and holds a 20% interest in the La Pepa project (the “La Pepa Project”) in Chile, each of which are exploration projects.

The Company has close to 50 years of experience developing and operating mining assets in Central and South America. The Company is listed on the Colombia Stock Exchange ( Bolsa de Valores de Colombia , “BVC”) under the symbol “MINEROS:CB” and on the Toronto Stock Exchange (“TSX”) under the symbol “MSA”. The Company has its head office in Medellín, Colombia and a satellite office in Toronto, Canada. Further information about Mineros can be found in the Company’s regulatory filings, available on SEDAR+ at www.sedarplus.com and on the Company’s website at www.mineros.com.co.

2 STRATEGY

Mineros is focused on the development and operation of a high-quality, diversified portfolio of assets. The Company’s aim is to become a prominent intermediate gold producer through both organic and inorganic growth, diversified across Latin America. Mineros’ goal is to generate consistent returns and substantial value for our shareholders and local stakeholders through responsible development that employs and develops talented local employees and collaborates with local communities. Mineros has maintained a consistent dividend policy in the past and it is our objective to maintain our existing dividend policy, subject to the availability of cash flow after servicing the Company’s debt and funding any investment activities.

Mineros’ corporate sustainability strategy focuses on fostering the positive transformation of the communities where it operates and it is guided by the United Nations development goals.

Mineros has built constructive and collaborative relationships with local authorities in each of the jurisdictions where it operates and they have usually been receptive to the Company's needs.

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3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

3 HIGHLIGHTS

3.1 Corporate Highlights for the year ended December 31, 2023

Disposition of Minas Argentinas S.A.

On September 8, 2023, Mineros announced that it had signed a share purchase and sale agreement with Eris LLC to sell all of the outstanding shares of Mineros’ subsidiary, Minas Argentinas S.A. (“MASA”). MASA holds a 100% interest in the Gualcamayo Property in Argentina, (the “Gualcamayo Property”). The transaction was completed on September 21, 2023. The disposed business, MASA (including its main asset, the Gualcamayo Property), has been presented as a discontinued operation in the financial statements for the year ending December 31, 2023.

Temporary suspension of the main processing plant at the Hemco Property in Nicaragua

On July 31, 2023, Mineros suspended operations at the Hemco Plant, its main processing plant at the Hemco Property for two weeks. The Hemco Plant processes 89% of the material and disposal of tailings at the Hemco Property. The suspension was precautionary in nature, to allow for the swift completion of tailings detoxification capacity enhancements at the San José Tailings Dam, the primary tailings processing facility at the Hemco Property, prior to hurricane season in Nicaragua. Mineros resumed full operations at the Hemco Property on August 15, 2023 after making significant enhancements to its tailings detoxification capacity.

New Collective agreement in Colombia

On June 8, 2023, Mineros announced the signature of a collective agreement for operations at the Nechí Alluvial Property in Colombia, covering a two year period, starting May 1, 2023.

Termination of strategic alliance with Royal Road Minerals Limited

Effective May 29, 2023, Mineros announced that it terminated and, where applicable, settled all outstanding obligations under all of its agreements with Royal Road Minerals Limited (“Royal Road”).

Mineros and Royal Road terminated their strategic alliance agreements for exploration of their respective properties in Nicaragua and Colombia, and related joint ventures in respect of the Caribe Exploration Target, and the Guintar-Niverengo-Margaritas (“GNM”) Exploration Target, located in the Anzá Province, Colombia.

Royal Road relinquished its 50% joint venture interest in Caribe Exploration Target to Mineros’ subsidiary Hemco Nicaragua S.A. (“Hemco”), which now owns 100% of the Caribe Exploration Target. The 1.25% net smelter returns royalty applicable to the two concessions that host the Luna Roja Deposit, which was granted to Royal Road on May 2021 in connection with Mineros’ acquisition of Royal Road’s 50% joint venture interest in those concessions, was terminated, and provisions under the related asset purchase agreement in respect of exploration expenditures to be incurred at the Hemco Property have been released. Mineros has also relinquished its 50% joint venture interest in the GNM Exploration Target to Royal Road. Mineros and Royal Road also annulled a cooperation agreement relating to Mineros’ Gualcamayo Property in Argentina, which had no effect on the consolidated financial statements.

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4

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Positive Prefeasibility Study Results for the Porvenir Project - Hemco Property, Nicaragua

On March 16, 2023, the Company announced a new technical report on the Hemco Property, which included positive prefeasibility study (“PFS”) results for its Porvenir Project updated Mineral Resource and Mineral Reserve estimates for other deposits, significantly increasing the mine life of the Hemco Property Mineral Reserves from five to thirteen years. Highlights of the PFS results included:

  • Mineral Resource and Mineral Reserve estimates for the Porvenir Project, effective December 31, 2022:

  • 270 kt of proven mineral reserves averaging 2.70 g/t Au, 13.6 g/t Ag and 3.14% Zn, containing 23 koz Au, 118 koz Ag, and 19 Mlb Zn;

  • 5,524 kt of probable mineral reserves averaging 3.09 g/t Au, 10.2 g/t Ag and 2.96% Zn, containing 549 koz Au, 1,804 koz Ag, and 360 Mlb Zn;

  • Porvenir Project base case economics include an after-tax net present value (using a 10% discount rate) of approximately $42 million, an after-tax internal rate of return (“IRR”) of approximately 16% and a payback period of approximately 4 years from start of production in 2027, assuming $1,500/oz Au, $19.00/oz Ag, and $1.27/lb Zn;

  • The Porvenir Project will add average annual production over its nine-year mine life of 56,700 oz Au per year, along with 112,300 oz Ag per year and 38.5 Mlb Zn per year to the Hemco Property;

  • After-tax net present value (using a 5% discount rate) of $160 million at $1,650/oz Au, $20.90/oz Ag, and $1.40/lb Zn; increasing to $216 million at $1,800/oz Au, $22.80/oz Ag, and $1.52/lb Zn; and

  • IRR of 21% and after-tax payback period of 3.5-years from start of production at $1,650/oz Au, $20.90/oz Ag, and $1.40/lb Zn.

A NI 43-101 technical report on the Hemco Property, entitled “Technical Report on the Hemco Property, Región Autónoma de la Costa Caribe Norte, Nicaragua Report for NI 43-101” dated March 24, 2023, with an effective date of December 31, 2022, prepared by Sean Horan, P.Geo., Varun Bhundhoo, ing., R. Dennis Bergen, P.Eng. and Brenna J.Y. Scholey, P.Eng., all of SLR Consulting (Canada) Ltd., and Gerd Wiatzka, P.Eng. of Arcadis Canada Inc., was filed on SEDAR+ on March 31, 2023 and is available on the Company’s SEDAR+ profile at www.sedarplus.com. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

Temporary Suspension of Operations at the Nechí Alluvial Property in Colombia due to Protests

On March 10, 2023, the Company announced a temporary suspension of operations at its Nechí Alluvial Property due to protests by groups of informal miners not associated with the Company against measures taken by the national government of Colombia. On March 23, 2023, the Company announced the resumption of all temporarily suspended operations.

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5

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

3.2 Financial Highlights

The following table summarizes quarterly financial highlights for the three months and years ended December 31, 2023 and 2022:

Three Months
Ended Change Year ended Change
December 31, December 31,
2023 2022 # % 2023 2022 # %
Revenue 130,427 105,059 25,368 24% 447,290 414,937 32,353 8%
Cost of sales (82,663) (70,677) 11,986 17% (301,888) (282,918) 18,970 7%
Gross Profit 47,764 34,382 13,382 39% 145,402 132,019 13,383 10%
Profit for the period from continuing
operations
22,808 18,136 4,672 26% 74,538 56,097 18,441 33%
Loss for the year from discontinued
operations
(1,043) (38,130) 37,087 (97)% (57,324) (51,610) (5,714) 11%
Net Profit for the period 21,765 (19,994) 41,759 (209)% 17,214 4,487 12,727 284%
Basic and diluted earnings per share
from continuing operations
0.08 0.06 0.02 26% 0.25 0.19 0.06 33%
Basic and diluted earnings per share
from continuing and discontinued
0.07 (0.07) 0.14 (209)% 0.06 0.01 0.04 284%
operations
Average realized price per ounce of
gold sold ($/oz)1
1,731 (1,731) (100%) 1,938 1,794 144 8%
Average realized price per ounce of
gold sold from continuing operations ($/
oz)1
1,975 1,751 224 13% 1,937 1,800 137 8%
Average realized price per ounce of
gold sold from discontinued operations
($/oz)1
1,731 (1,731) (100%) 1,938 1,794 144 8%
Adjusted EBITDA1 53,364 40,117 13,247 33% 172,146 156,156 15,990 10%
Cash Cost per ounce of gold sold from
continuing operations ($/oz)1
1,051 993 58 6% 1,090 1,022 68 7%
All-in sustaining costs per ounce of gold
sold from continuing operations ($/oz)1
1,316 1,228 88 7% 1,299 1,219 79 7%
Net cash flows generated by operating
activities
52,932 36,602 16,330 45% 89,908 82,607 7,301 9%
Net free cash flow1 36,761 32,210 4,551 14% 49,202 35,611 13,591 38%
ROCE1 30% 25% 5% 21% 30% 25% 5% 21%
Net Debt1 (24,316) 17,517 (41,833) (239%) (24,316) 17,517 (41,833) (239%)
Dividendspaid 5,228 4,862 366 8% 20,519 22,990 (2,471) (11%)
  1. Average realized price per ounce of gold sold, average realized price per ounce of gold sold from continuing operations, average realized price per ounce of gold sold from discontinued operations, Adjusted EBITDA, Net Debt and net free cash flow are nonIFRS financial measures, and ROCE is a non-IFRS ratio, with no standardized meaning under IFRS, and therefore may not be comparable to similar measures presented by other issuers. For further information and detailed reconciliations to the most directly comparable IFRS measures, see Section 10 Non-IFRS and Other Financial Measures in this MD&A.

Financial Highlights for the three months ended December 31, 2023

  • Revenue increased by 24%: revenue totaled $130,427 during the fourth quarter of 2023, compared to $105,059 in the fourth quarter of 2022, with sales of gold of $122,530 at an

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6

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

average realized price per ounce of gold sold from continuing operations of $1,975 during the fourth quarter of 2023, compared to sales of gold of $102,579 at an average realized price per ounce of gold sold from continuing operations of $1,751 in the fourth quarter of 2022. The increase in revenue is mainly explained by a 13% increase in average realized price per ounce of gold sold from continuing operations, a 6% increase in ounces of gold sold from continuing operations and a 124% increase in Sales of silver ($2,589);

  • Cost of sales increased by 17% to $82,663 during the fourth quarter of 2023, compared to $70,677 in the fourth quarter of 2022. This increase was primarily due to higher costs related to artisanal mining of $4,082 due to higher price of gold, higher depreciation and amortization of $1,341, higher cost of services for $1,878 and labour costs of $1,545;

  • Gross Profit from continuing operations increased by 39% to $47,764 in the fourth quarter of 2023, compared to $34,382 in the fourth quarter of 2022, mainly due to higher revenue as explained above;

  • Profit for the period from continuing operations up 26%, to $22,808 or $0.08 per share during the fourth quarter of 2023 compared to $18,136 or $0.06 per share during the fourth quarter of 2022; the increase in profit is mainly explained by higher revenue and gross profit as explained above. Profit for the period was impacted by higher foreign exchange differences of $2,060, higher administrative expenses of $1,539 related to employee benefits and services, and higher taxes of $2,209;

  • Adjusted EBITDA up 33%: Adjusted EBITDA was $53,364 during the fourth quarter of 2023 compared to $40,117 during the fourth quarter of 2022, mainly explained by higher gross profit as explained above;

  • Loss for the year from discontinued operations decreased 97% , to $1,043 during the fourth quarter of 2023, compared to a loss of $38,130 during the fourth quarter of 2022, due to the sale of MASA. Loss for the fourth quarter of 2023 from discontinued operations is explained by the settlement of remaining financial derivatives for 6,000 ounces of gold, taken at the corporate level to hedge for price volatility at the Gualcamayo Property;

  • ROCE of 30% as at December 31, 2023 compared to ROCE of 25% as at December 31, 2022; the increase is mainly explained by 10% higher Adjusted EBITDA for the last 12 months, along with a 7% decrease in average capital employed, mainly explained by lower gold inventories after the sale of MASA, lower exploration and evaluation projects and lower property, plant and equipment;

  • Net Debt of $(24,316) as at December 31, 2023, compared to $17,517 as at December 31, 2022; explained by 32% higher cash and cash equivalents, along with 72% lower loans and other borrowings;

  • Dividends Paid up 8% , Dividends paid during the fourth quarter of 2023 were $5,228, compared to $4,862 in the same period of 2022, explained by an 8% higher dividend approved at the General Shareholders’ Meeting in March 2023.

  • Net cash flows generated by operating activities up 45%: totaling $52,932 in the fourth quarter of 2023, compared to 36,602 in the fourth quarter of 2022, primarily explained by lower payments of suppliers of $11,112, lower payments to employees and social security

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

agencies of $9,063, partially offset with higher income tax payments of $1,377 and higher payments for premiums and claims of $1,240; and

  • Capital investments[1] down 17% to $25,242: during the fourth quarter of 2023 capital investments of $25,242 were made into existing mines, and exploration & growth projects, compared to $30,379 in the fourth quarter of 2022; the decrease is explained by the sale of MASA in September of 2023.

Financial Highlights for year ended December 31, 2023

  • Revenue increased by 8%: revenue totaled $447,290 during the year ended December 31, 2023, compared to $414,937 in the year ended December 31, 2022, with sales of gold of $425,647 at an average realized price per ounce of gold sold from continuing operations of $1,937 in the year ended December 31, 2023, compared to sales of gold of $404,799 at an average realized price per ounce of gold sold from continuing operations of $1,800 in the year ended December 31, 2022;

  • Cost of sales increased by 7%, to $301,888 in the year ended December 31, 2023, compared to $282,918 in the year ended December 31, 2022; The increase in costs is primarily due to higher cost of purchasing artisanal material of $7,801 due to higher gold prices, higher labour costs of $3,020, higher services of $2,891 and higher taxes and royalties of $2,359;

  • Gross Profit from continuing operations increased by 10%, amounting to $145,402 in the year ended December 31, 2023, compared to $132,019 in the year ended December 31, 2022; mainly due to an 8% increase in revenue, which was partially offset by a 7% increase in cost of sales as explained above;

  • Profit for the year from continuing operations up by 33% to $74,538 or $0.25 per share during the year ended December 31, 2023 compared to $56,097 or $0.19 per share during the year ended December 31, 2022; the increase in profit is mainly explained by higher gross profit as mentioned earlier, added to the receipt of an insurance payment of $4,889 related to the overturning of the Llanuras Plant in the first quarter of 2023 and its respective impairment of $4,791 recognized in 2022 and lower deferred taxes of $14,967. Profit was impacted by higher foreign exchange differences of $12,457 and higher current taxes of $5,152;

  • Adjusted EBITDA up 10%: Adjusted EBITDA was $172,146 during the year ended December 31, 2023 compared to $156,156 during the year ended December 31, 2022 due to a 8% increase in revenue, a 7% decrease in cost of sales and a 4% decrease in administrative expenses;

  • Loss for the year from discontinued operations increased by 11%, to $57,324 during the year ended December 31, 2023, compared to a loss of $51,610 during the year ended December 31, 2022, primarily due to a loss on sale of the assets of $33,254 recorded in

1Capital investments refers to additions to exploration, property, plant and equipment, and intangibles (which includes asset retirement obligation amounts and leases) for the Nechí Alluvial Property, the Hemco Property, and the La Pepa Project segments. It excludes additions to property, plant and equipment, exploration or intangibles of Mineros and other segments. For additional information as additions to exploration, property, plant and equipment, and intangibles, see Note 8 of our audited consolidated financial statements for the three months and year ended December 31, 2023.

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8

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

respect of MASA in the third quarter of 2023, compared with nil in 2022, and net loss from the Gualcamayo Property for the year of $24,070. The loss of $51,610 during the year ended December 31, 2022 includes $36,542 of impairment of assets (nil in 2023);

  • ROCE of 30% as at December 31, 2023 compared to ROCE of 25% as at December 31, 2022; the increase is mainly explained by 10% higher Adjusted EBITDA for the last 12 months, along with a 7% decrease in average capital employed, mainly explained by lower gold inventories after the sale of MASA, lower exploration and evaluation projects and lower property, plant and equipment;

  • Net Debt of $(24,316) as at December 31, 2023, compared to $17,517 as at December 31, 2022; explained by 32% higher cash and cash equivalents, along with 72% lower loans and other borrowings;

  • Dividends Paid down 11% , Dividends paid of $20,519 during the year ended December 31, 2023, compared to $22,990 in the same period of 2022, explained by an extraordinary dividend paid in April of 2022 of $0.01 per common share;

  • Net cash flows generated by operating activities up 9% totaling $89,908 in the year ended December 31, 2023, compared to $82,607 in the same period of 2022. The Company’s net free cash flow for the year ended December 31, 2023 totaled $49,202, up from $35,611 in the same period of 2022, due to higher net cash flows used in discontinued operations; and

  • Capital investments down 25% to $66,205: during the year ended December 31, 2023 capital investments of $66,205 were made into existing mines, and exploration & growth projects, compared to $88,201 in the year ended December 31, 2022. This decrease is explained in part by lower exploration capital expenditures of $7,649 and lower capital expenditures at the Gualcamayo Property of $21,219, as explained later in this MD&A.

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9

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

3.3 Operational Highlights for the three months ended December 31, 2023

Three Months
Ended December
31,
Three Months
Ended December
31,
Three Months
Ended December
31,
Change Change Year ended
December 31,
Year ended
December 31,
Change Change
2023 2022 ounces % 2023 2022 # %
Nechí Alluvial Property (Colombia) 27,920 24,986 2,934 12% 93,757 92,385 1,372 1%
Hemco Property 9,480 9,828 (348) (4)% 32,732 40,677 (7,945) (20)%
Artisanal Mining 24,639 23,783 856 4% 93,219 91,843 1,376 1%
Nicaragua 34,119 33,611 508 2% 125,951 132,520 (6,569) (5)%
Total Gold Produced from
Continuing Operations(oz)
62,039 58,597 3,442 6% 219,708 224,905 (5,197) (2)%
Gualcamayo Property (Argentina) 13,971 (13,971) (100)% 31,061 62,247 (31,186) (50)%
Total Gold Produced from
Discontinued Operations(oz)
13,971 (13,971) (100)% 31,061 62,247 (31,186) (50)%
Total Gold Produced(oz) 62,039 72,568 (10,529) (15)% 250,769 287,152 (36,383) (13)%
Total Silver Produced(oz) 198,427 93,528 104,899 112% 623,976 379,392 244,584 64%
  • Gold production increased by 6% : Excluding the results of our discontinued operations at the Gualcamayo Property, 62,039 ounces of gold were produced during the fourth quarter of 2023, compared to 58,597 ounces in the fourth quarter of 2022. The increase in production relative to the comparative quarter in 2022 is mainly a result of 12% higher production at the Nechí Alluvial Property, explained by higher average gold grade.

  • Cash Cost & AISC: Cash Cost per ounce of gold sold for our continuing operations in the fourth quarter of 2023 was $1,051 and AISC per ounce of gold sold was $1,316, compared to Cash Cost per ounce of gold sold of $993 and AISC per ounce of gold sold of $1,228 for the fourth quarter of 2022. The 6% increase in Cash Cost per ounce of gold sold is mainly explained by the 17% increase in cost of sales, due to higher gold prices, which was partially offset by the 6% increase in ounces of gold sold. The increase in AISC per ounce of gold sold is explained by the increase in cost of sales, along with a 21% increase in sustaining capital expenditures[2] , partially offset by the 6% increase in ounces of gold sold.

  • Exploration and Evaluation Expenditures: for the three months ended December 31, 2023, the Company incurred $6,368 in exploration and evaluation (“E&E”) expenditures, a decrease of 18% as compared with the fourth quarter of 2022. The decrease is mainly explained by lower exploration expenditures capitalized at the discontinued Gualcamayo Property and the abandonment of

2 For information regarding the composition of sustaining capital expenditures, see Section 10 Non-IFRS and Other Financial Measures – All-In Sustaining Costs.

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10

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

exploration targets at the discontinued Gualcamayo Property. The following table summarizes E&E expenditures for the current and comparative periods.

Three Months
Ended Change Year ended Change
December 31, December 31,
2023 2022 $ % 2023 2022 $ %
E&E expenditures capitalized1, 3 3,812 5,084 (1,272) (25)% 6,779 14,428 (7,649) (53)%
E&E expenditures expensed2 2,556 2,708 (152) (6)% 6,092 8,600 (2,508) (29)%
Total 6,368 7,792 (1,424) (18)% 12,871 23,028 (10,157) (44)%
  1. Capitalized E&E expenditures are reflected in E&E projects in the consolidated statements of financial position.

  2. Figures in the table reflect expenditures capitalized from continuing operations. E&E expenditures capitalized from discontinued operations as discussed in this MD&A are nil.

  3. Expensed E&E expenditures are reported in the consolidated statement of profit or loss for the respective period under “Exploration expenses”.

3.4 Operational Highlights for the year ended December 31, 2023

  • Gold production down 2% : Excluding the results of our discontinued Gualcamayo Property, 219,708 ounces of gold were produced during the year ended December 31, 2023, compared to 224,905 ounces in the same period of 2022. The lower production relative to the comparative period in 2022 is mainly as a result of lower production from the Hemco Property due to the temporary suspension of operations during two weeks in August, as explained in this MD&A.

  • Cash Cost & AISC: Cash Cost per ounce of gold sold in the year ended December 31, 2023 was $1,090 and AISC per ounce of gold sold was $1,299, compared to Cash Cost per ounce of gold sold of $1,022 and AISC per ounce of gold sold of $1,219 for the same period in 2022. The 7% increase in Cash Cost per ounce of gold sold was mainly explained by 7% higher cost of sales, due to higher gold prices and 2% lower ounces of gold sold. The 7% increase in AISC per ounce of gold sold is explained by the 2% decrease in ounces of gold sold and by a 12% increase in sustaining capital expenditures.

  • Exploration and Evaluation Expenditures: for the year ended December 31, 2023, the Company incurred $12,871 in E&E expenditures, a decrease of 44% as compared with the fourth quarter of 2022. The decrease for the year ended December 31, 2023 is mainly explained by lower exploration expenditures capitalized at the discontinued Gualcamayo Property and the disposals of exploration projects at the discontinued Gualcamayo Property.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

4 OUTLOOK

The following section of this MD&A represents forward looking information and users are cautioned that actual results may vary. We refer to the risks and assumptions contained in Section 14 Cautionary Notes And Additional Information - Cautionary Statement on Forward Looking Information.

Gold production guidance

The following table presents the Company's gold production guidance for 2024 and actual production for the year ended December 31, 2023. The production guidance includes production from the Company’s Material Properties and production from artisanal mining.

Actual (oz)
Guidance (oz)
Actual (oz)
Guidance (oz)
31 December
2023
2023
2024
Colombia (Nechí Alluvial)
Nicaragua (Hemco)
93,757
84,000 - 94,000
86,000 - 96,000
32,732
35,000 - 37,800
33,000 - 35,000
Total Company Mines(1) 157,550
172,000 - 194,800
118,500 - 131,000
Nicaragua (Artisanal) 93,219
90,000 - 97,200
90,000 - 98,000
Total gold production (ounces)(1) 250,769
239,000 - 262,000
209,000 - 229,000

(1) Total Company mines and total gold production for 2023 actual and 2023 guidance includes 31,061 ounces from the Gualcamayo Property, which was sold in September, 2023.

Cost outlook

The following table outlines the Company’s Cash Cost and AISC per ounce of gold sold for the year ended December 31, 2023 and cost guidance 2024. The cost guidance includes the Company’s two Material Properties and production from artisanal mining.

Actual Cash
Cost($/oz)
Cash Cost Guidance ($/oz) Cash Cost Guidance ($/oz) Actual AISC
($/oz)
AISC ($/oz) Guidance ($/oz) AISC ($/oz) Guidance ($/oz)
Country (principal mine) 31
December
2023
2023 2024 31
December
2023
2023 2024
Colombia (Nechí Alluvial) 1,046 1,010 - 1,110 $1,090 - $1,190 1,188 1,170 - 1,280 $1,280 - $1,390
Nicaragua (Hemco) 1,246 1,170 - 1,250 $1,240 - $1,320 1,414 1,350 - 1,430 $1,450 - $1,520
Consolidated (1) 1,216 1,170 - 1,270 $1,180 - $1,270 1,441 1,440 - 1,540 $1,430 - $1,530

(1) Consolidated Cash Cost per ounce of gold sold and AISC per ounce of gold sold include the Gualcamayo Property, which was sold in September, 2023. During 2023 the Gualcamayo Property had Cash Cost per ounce of gold sold of $2,088 and AISC per ounce of gold sold of $2,423.

Cash Cost and AISC per ounce of gold sold outlook were prepared assuming an average selling price of gold of $1,980/oz and inflation of 10% in Colombia and 6% in Nicaragua.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

5 REVIEW OF OPERATIONS

5.1 Segmented Financial and Operating Highlights

Three months ended December 31, 2023 as compared to 2022

In the fourth quarter of 2023, the Company produced 62,039 ounces of gold from continuing operations, 6% higher than the 58,597 ounces of gold produced from continuing operations in the fourth quarter of 2022. The increase in production relative to the comparative quarter in 2022 is mainly a result of 28% higher average gold grade at the Nechí Alluvial Property.

The following table provides the Company’s financial and operating results for the three months ended December 31, 2023 by operating segment:

Operating Segment Three Months
Ended December
Revenue Gold
Produced
Cash Cost3 AISC3
31, ($000's) (oz) ($/oz) ($/oz)
Nechí Alluvial Property (Colombia) 2023
2022
58,252
43,438
27,920
24,986
1,036
886
1,168
1,017
Hemco Property (Nicaragua) 2023
2022
71,610
61,006
34,119
33,611
1,193
1,137
1,432
1,357
Total from continuing operations 2023
2022
129,862
104,444
62,039
58,597
1,051
993
1,316
1,228
Gualcamayo Property (Argentina) 2023
2022

23,751

13,971

1,429

1,933
Total from discontinued operations 2023
2022

23,751

13,971

1,429

1,933
Total 1 2 2023 130,427 62,039 1,051 1,316
2022 105,059 72,568 1,075 1,361
  1. Operations at the Gualcamayo Property have been discontinued and have been separated from continuing operations.

  2. Total revenue includes non-mining operations and eliminations not included in the Material Properties (segments) presented, for a total net amount of $565. For more information regarding Segments, please refer to Note 7 of the audited consolidated financial statements.

  3. Cash Cost per ounce of gold sold and AISC per ounce of gold sold are non-IFRS financial measures, and therefore may not be comparable to similar measures presented by other issuers. For further information and detailed reconciliations to the most directly comparable IFRS measures, see Section 10 Non-IFRS and Other Financial Measures in this MD&A.

Year ended December 31, 2023 as compared to 2022

In the year ended December 31, 2023, the Company produced 219,708 ounces of gold from continuing operations, 2% lower than the 224,905 ounces of gold produced from continuing operations in the year ended December 31, 2022. The lower production relative to the comparative period in 2022 is mainly a result of the temporary two-week suspension of operations at the Hemco Property in August, which was partially offset by higher production at the Nechí Alluvial Property.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

The following table provides the Company’s financial and operating results for the year ended December 31, 2023 by operating segment:

Operating Segment Year ended Revenue Gold
Produced
Cash Cost3 AISC3
December 31, ($000's) (oz) ($/oz) ($/oz)
Nechí Alluvial Property (Colombia) 2023
2022
189,643
167,402
93,757
92,385
1,046
913
1,188
1,027
Hemco Property (Nicaragua) 2023
2022
256,931
246,780
125,951
132,520
1,246
1,163
1,414
1,324
Total from continuing operations 2023
2022
446,574
414,182
219,708
224,905
1,090
1,022
1,299
1,219
Gualcamayo Property (Argentina) 2023
2022
61,733
113,037
31,061
62,247
2,088
1,444
2,423
1,843
Total from discontinued 2023 61,733 31,061 2,088 2,423
operations 2022 113,037 62,247 1,444 1,843
Total 1 2 2023 447,290 250,769 1,216 1,441
2022 414,937 287,152 1,114 1,355
  1. Operations at the Gualcamayo Property have been discontinued and have been separated from continuing operations.

  2. Total revenue includes non-mining operations and eliminations not included in the Material Properties (segments) presented, for a total net amount of $716. For more information regarding Segments, please refer to Note 7 of the audited consolidated financial statements.

  3. Cash Cost per ounce of gold sold and AISC per ounce of gold sold are non-IFRS financial measures, and therefore may not be comparable to similar measures presented by other issuers. For further information and detailed reconciliations to the most directly comparable IFRS measures, see Section 10 Non-IFRS and Other Financial Measures in this MD&A.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

5.2 Mineral Property Updates

5.2.1 Operations

5.2.1.1 Nechí Alluvial Property, Colombia

Operating and financial data for the Nechí Alluvial Property were as follows:

Three Months Ended
December 31, Year ended December 31,
2023 2022 2023 2022
Operating Data
m3 of ore processed1 9,164,821 9,495,992 34,909,230 37,596,932
Gold grade (mg/m3)2 105 82 93 77
Gold Recovery Rate3 83% 97% 76% 76%
Gold Produced (oz)4 27,920 24,986 93,757 92,385
Silver Produced (oz) 2,582 2,433 8,687 9,082
Financial Data
Revenue 58,252 43,438 189,643 167,402
Cost of sales (33,969) (25,357) (117,043) (101,014)
Gross Profit 24,283 18,081 72,600 66,388
Cash Cost per ounce of gold sold ($/oz) 1,036 886 1,046 913
AISCper ounce ofgold sold($/oz) 1,168 1,017 1,188 1,027
  1. Total volume for larger scale alluvial (suction and bucket dredges) and smaller scale alluvial (mining of alluvial terraces and thirdparty contracts)

  2. Raw gold grade refers to the average grade of gold prior to refinery.

  3. Recovery rate is calculated as the % of gold recovered versus estimated amount of gold

  4. Gold produced is reported between 890 and 910 fineness, or between 89% and 91% gold in the final doré bar.

Operating and Financial Highlights: Three months ended December 31, 2023

Revenue for the fourth quarter of 2023 was 34% higher than during the fourth quarter of 2022, mainly as a result of a 13% increase in average realized price per ounce of gold sold from continuing operations and a 12% increase in gold production.

Gross profit for the fourth quarter of 2023 was 34% higher than in the fourth quarter of 2022, explained mainly by the 34% increase in revenue, which was partially offset by 34% higher cost of sales, due to higher taxes ($908) and higher intercompany royalties ($2,136) and higher costs related to environmental activities ($1,686).

Cash Cost per ounce of gold sold for the fourth quarter of 2023 was 17% higher than the same period of 2022, and AISC per ounce of gold sold was 15% higher, explained mainly by higher cost of sales as explained above, and an increase in sustaining capital expenditures of $1,037.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Operating and Financial Highlights: Year ended December 31, 2023

Revenue for the year ended December 31, 2023 was 13% higher than during the year ended December 31, 2022, mainly as a result of the 8% increase in the average realized price per ounce of gold sold, along with a 1% increase in ounces of gold sold.

Gross profit for the year ended December 31, 2023 was 9% higher that during the year ended December 31, 2022, explained by the 13% increase in revenue, which was partially offset by a 16% increase in cost of sales, explained by higher taxes ($1,621) and intercompany royalties ($5,974), costs associated with negotiating a renewed collective agreement with labour unions at the Nechí Alluvial Property ($4,504), higher environmental costs ($1,583) and higher depreciation and amortization ($1,554).

Cash Cost and AISC per ounce of gold sold for the year ended December 31, 2023 were respectively 15% higher and 16% higher than in the year ended December 31, 2022, mainly as a result of higher cost of sales as explained above and an increase in sustaining capital expenditures of $3,573.

5.2.1.2 Hemco Property, Nicaragua

Operating and financial data for the Company’s producing underground mines on the Hemco Property which exploit the Panama deposit (the “Panama Mine”), and the Pioneer deposit (the “Pioneer Mine”), and artisanal mining were as follows:

Three Months Ended
December 31, Year ended December 31,
2023 2022 2023 2022
Operating Data
Tonnes of ore milled 182,071 175,914 678,798 716,257
Gold grade (grams/tonne) 6.67 6.68 6.61 6.48
Gold Metallurgical Recovery Rate 88% 89% 88% 89%
Underground Gold Produced (oz) 9,480 9,828 32,732 40,677
Artisanal Mining Gold Production (oz) 24,639 23,783 93,219 91,843
Silver Produced (oz) 195,845 86,158 606,069 348,964
Financial Data
Revenue 71,610 61,006 256,931 246,780
Cost of sales (52,822) (47,345) (199,475) (189,655)
Gross Profit 18,788 13,661 57,456 57,125
Cash Cost per ounce of gold sold ($/oz) 1,193 1,137 1,246 1,163
AISCper ounce ofgold sold($/oz) 1,432 1,357 1,414 1,324

Operating and Financial Highlights: Three months ended December 31, 2023

Revenue for the fourth quarter of 2023 was 17% higher than during the fourth quarter of 2022, as a result of 2% higher ounces of gold sold, along with a 13% increase in average realized price per ounce of gold.

Gross profit for the fourth quarter of 2023 was 38% higher when compared to the fourth quarter of 2022, explained by higher revenue, which was partially offset by 12% higher cost of sales, mainly explained by higher purchases of artisanal material ($4,388) due to higher gold prices.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Cash Cost and AISC per ounce of gold sold for the fourth quarter of 2023 were respectively 5% and 6% higher than during the same period of 2022, explained mainly by 12% higher cost of sales as explained above.

Operating and Financial Highlights: Year ended December 31, 2023

Revenue for the year ended December 31, 2023 was 4% higher than during the same period of 2022, primarily due to a 74% increase in sold silver ounces and an 8% increase in average realized price of gold sold, which offset a 5% decrease in ounces of gold sold, given the temporary suspension of operations in July.

Gross profit for the year ended December 31, 2023 was 1% higher when compared to the same period of 2022, explained by a 4% increase in revenue, which was partially offset by a 5% increase in cost of sales, due to higher purchases of artisanal material ($9,993) due to higher average realized price of gold sold.

Cash Cost per ounce of gold sold for the year ended December 31, 2023 was 7% higher, and AISC per ounce of gold sold for the year ended December 31, 2023 was 7% higher than the same period of 2022, explained mainly by a 5% decrease in ounces of gold sold along with a 5% increase in cost of sales.

5.2.1.3 Discontinued Operations - Gualcamayo Property, Argentina

On September 8, 2023, Mineros announced that it had signed a share purchase and sale agreement with Eris LLC to sell all of the outstanding share capital of Mineros’ subsidiary, MASA. MASA holds a 100% interest in the Gualcamayo Property. The transaction closed on September 21, 2023. Pursuant to the share purchase and sale agreement: (i) prior to closing, the purchaser advanced US$4 million to fund ongoing operations of MASA and to secure exclusivity during negotiations, (ii) at closing, the purchaser assumed any and all obligations of MASA existing as at the closing date of the transaction, and Mineros paid $6.5 million to the purchaser to cover a portion of those obligations; and (iii) the purchaser assumed all of the obligations of Mineros and its subsidiaries with respect to a $30 million contingent payment that would become payable to Nomad Royalty Company Ltd. (a subsidiary of Sandstorm Gold Ltd.) (“Nomad”) should the Deep Carbonates Project ever be put into production. As of the date of this MD&A, Nomad had not yet released Mineros from such contingent payment obligations.

On closing, the Company recognized a loss on sale of assets of $33,254, which has been included in loss from discontinued operations.

5.2.2 Growth and Exploration

The Company’s exploration and growth is focused on the replacement and expansion of Mineral Resources and Mineral Reserves by completing further work at or near our operating mines, at our growth projects and at early-stage exploration targets on our under-explored property interests. We are achieving our goals through systematic exploration programs, which include surface mapping and sampling, geochemical data collection surveys, geophysical surveys and drilling.

A core component of the business strategy of the Company is to explore new targets and develop existing deposits at or near the operating mines, with the objective of increasing Mineral Resources and Mineral Reserves and advancing promising deposits towards development.

The two key growth and exploration projects the Company is advancing are the Porvenir Project and the Luna Roja Deposit, both located at the Hemco Property.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

5.2.2.1 Nechí Alluvial Property, Colombia

Near Mine Exploration, Nechí Alluvial Property Expansion

At the Nechí Alluvial Property, Mineros is exploring for alluvial gold predominantly east of the Nechí River, where the Company is currently mining within quaternary alluvial sediments.

A total of 9,567 metres in 371 holes were completed in 2023, achieving approximately 98% of the Company’s original drilling plan. A total of 3,673 metres in 131 holes were drilled in the fourth quarter of 2023, focused on infill drilling in the current production area. From the total, 1,838 metres in 65 holes of ward drilling and 1,835 metres in 66 holes of sonic drilling were completed.

In 2023, Mineros carried out its drilling campaign employing one sonic rig and six ward rigs. During the fourth quarter of 2023, the Company successfully commissioned a new sonic drilling equipment. For 2024, Mineros intends to conduct drilling operations with two sonic rigs and three ward rigs, temporarily placing three ward rigs on standby.

A 10,000 metre-drilling campaign is planned for 2024, where 5,520 metres are designed to expand the current Mineral Resources and 4,480 metres of infill drilling in the production areas. From the total, 2,740 metres of ward drilling and 7,260 metres of sonic drilling are expected to be completed.

5.2.2.2 Hemco Property, Nicaragua

Near Mine Exploration, Hemco Property Expansion

Near mine exploration is focused on the current mining operations, the Panama Mine and the Pioneer Mine. Mineralization is related to an epithermal gold system associated with multiple quartz veins.

A total of 45,001 metres diamond drill program in 160 holes was completed in 2023, 16% over the original plan. The objective of this campaign was to increase the Mineral Resources and Mineral Reserves at the Panama Mine and the Pioneer Mine. In the fourth quarter of 2023, the drill program advanced at the Panama Mine and the Pioneer Mine, with 12,647 metres of drilling completed in 46 holes. A total of 7,567 metres were drilled at the Panama Mine and 5,080 metres at the Pioneer Mine.

For 2024, the Company has planned a 41,000 metres diamond drilling campaign to expand the current Mineral Resources and Mineral Reserves. A total of 20,000 metres is planned to be drilled at the Panama Mine and 21,000 metres at the Pioneer Mine.

Porvenir Project

The Porvenir Project is a pre-development-stage project located 10.5 km southwest from the existing Hemco facilities. Mineralization consists of a volcanic hosted gold-zinc-silver system.

Mineros finished the 2023 drill campaign achieving approximately 100% of its original plan, totaling 11,088 metres of diamond drilling in 60 holes. A total of 5,988 metres of diamond drilling in 44 holes with the objective of providing material for metallurgical test work and 5,099 metres of diamond drilling in 16 holes with the aim of increasing or upgrading the category of current Mineral Resources and Mineral Reserves.

The analysis of the metallurgical campaign is ongoing, and the Company expects to receive analytical results, metallurgical test outcomes and also complete the update of the geometallurgical model in the first half of 2024.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Initial results from the infill drilling campaign appear to confirm Mineros’ view that mineralization extends below the current resource estimate and that mineralization remains open at depth.

Luna Roja Deposit

The Luna Roja Deposit is a skarn gold system, located 24 km southeast from the existing Hemco facilities. The Company is focusing on expanding the current Mineral Resources and identifying new targets surrounding the main deposit.

Mineros is still working on an internal Mineral Resources update of the Luna Roja Deposit.

In 2024, the Company plans to carry out geological mapping with a focus on geophysical anomalies and conduct internal metallurgical testing at the Hemco lab. No drilling activities are scheduled for the Luna Roja Deposit throughout the year.

Hemco Property Regional Exploration

A total of 5,114 meters of a diamond drilling over 29 holes were completed in 2023, exceeding the 2023 plan by 2%. In the fourth quarter of 2023, the drill program advanced with the aim upgrading the category of current Mineral Resources at Leticia deposit, with 2,002 metres of drilling completed in 12 holes. Also 1,571 metres in 9 holes were drilled at the Guillermina target with the objective of recognizing the mineralization laterally and at depth.

In the fourth quarter of 2023, regional surface exploration activities at the Bambanita Target progressed as expected. Mineros is in the process of analyzing and compiling this information and expects to determine the next exploration steps after interpreting the results, which is scheduled for the second quarter of 2024.

In the Rosita I concession, reconnaissance field work has been carried out and some mineralized structures have been identified through geological mapping, chip and trench sampling. More field work is planned for this area in 2024, with the objective of defining future drilling targets.

For 2024, Mineros has planned an 8,000 metre diamond drilling campaign to continue evaluating greenfield targets. A total of 6,500 metres is planned to be drilled at the Guillermina target, with the aim of better defining the mineralization and 1,500 metres at early-stage targets within the Hemco Property with the objective of testing soil and geophysical anomalies.

Caribe Exploration Target

The Caribe Exploration Target, owned 100% by Hemco, is located approximately 42 km southeast from the existing Hemco facilities. Mineralization is associated with sulphide-hydrothermal breccias.

Mineros finished the process of migrating and cataloging greenfield exploration data related to the Caribe Exploration Target into the Company's databases. The Company plans to reinterpret all the exploration project information in 2024.

5.2.2.3 La Pepa Property, Chile

The Company holds a 20% interest in the La Pepa Project. There were no changes with respect to the La Pepa Project during the year.

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19

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

5.3 Environment, Social and Governance (“ESG”) Summary Performance

Mineros continues to pursue its vision of transforming the local communities in which we operate and their surroundings in a positive, inclusive and future-oriented manner, by becoming the benchmark for responsible mining and innovation whilst maintaining the bonds of trust we have built with our stakeholders, and extending our sustainability vision throughout the value chain. At the end of 2023, Mineros achieved its goals of designing its emissions reduction strategy and updating its corporate sustainability reporting to global standards and best practices.

Health and Safety

Mineros reaffirms its commitment to provide and maintain a safe and healthy work environment in which all employees and contractors conduct themselves in a responsible and safe manner. Thus, the Company is committed to achieving a high standard of Occupational Health and Safety through the implementation of all policies, procedures, and standards and the continuous improvement of management systems, setting targets and monitoring performance. Operations at both of the Company’s Material Properties are ISO 45001 (Occupational Health and Safety Management) certified.

The following table presents the safety statistics for the year ended December 31, 2023 and the comparative period in 2022.

Health and Safety KPIs Year ended December 31,
2023 2022
Nechí Alluvial Property LTIFR1 0.66 1.49
(Colombia) TRIFR2 2.64 2.46
Hemco Property LTIFR 0.34 0.13
(Nicaragua) TRIFR 1.31 0.84
Mineros LTIFR 0.49 0.64
(Weighted Average) TRIFR 1.94 1.35
  1. Lost time injury frequency rate (“LTIFR”) which refers to number of lost time injuries that occurred during the reporting period

  2. Total recordable incident frequency rate (“TRIFR”) combines all of the recorded fatalities, lost time injuries, cases or alternate work and other injuries requiring medical treatment by a medical professional

Climate change strategy

During 2023 Mineros defined its climate change strategy to focus on mitigation (emissions reduction) and adaptation (risk management). Mineros counts on climate change adaptation plans and guidelines in order to manage climate-related risks that may arise in the short, medium and long term. In addition, Mineros’ roadmaps for reducing scope 1 and 2 greenhouse gas (GHG) emissions were set at the end of the year.

Mineros’ total scope 1 and 2 GHG emissions in 2023 amounted to 78066 t CO2e. Mineros’ ambition is to set and achieve a science-based target following a net-zero trajectory by 2030. In 2024 Mineros will continue setting follow-up mechanisms and implementing the actions defined by its roadmaps.

Mineros’ actions for our carbon footprint reduction belong in two main categories: technology and nature-based solutions. Technology comprises all initiatives or projects that either increase energy efficiency, reduce energy consumption from carbon-intensive sources or reduce impacts on natural resources in general (e.g., impacts and extension of dredging). Nature-based solutions are those that protect and enhance natural carbon capture systems.

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20

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Solid waste management and circular economy

Mineros’ operations in Colombia and Nicaragua count on centers for adequate management of solid waste from its processes. In Colombia, our Circular Economy Center counts on a solid waste management system based on reuse and recycling strategies for an optimal use of resources. Mineros’ wholly-owned subsidiary, Mineros Aluvial S.A.S. BIC, was the first mining company in the country to receive the Zero Waste Certification in 2023.

In the Wastuna sanitary complex, at the Hemco Property, industrial waste generated by the Company is classified, stored and treated. At this site, more than 60% of the waste generated is used for compost, recycled, reused or sent to hazardous waste management centers.

Relationship with Artisanal Miners in Nicaragua

Mineros expands the reach of its sustainability standards through commercial agreements with artisanal mining cooperatives in Nicaragua. Through Hemco, the Company supports the “Bonanza Model” which offers economic and social benefits to artisanal miners based on a fair and dignified contractually defined relationship. These agreements include obligations for the artisanal miner cooperatives to strictly abide by applicable laws. The Municipal Artisanal Mining Commission (CMMA by its Spanish acronym) functions as the governing body for mining activities at the Hemco Property.

In 2023 Hemco released the safety model for artisanal mining on safety and risk management issues, which aims to minimize the risk of accidents through the protection and guidance of artisanal miners. The model comprises the following work streams: inspection programs, risk management training, raising awareness about insurance coverages, and innovation for safer and more accessible methods of mineral extraction.

Some remarkable results of the model to date are: the creation of networks of artisanal miner inspectors, the increase in the participation of women and the implementation of safer winches. The model encourages teamwork as a central element in minimizing risks. As at December 31, 2023, 3,533 artisanal miners held life and accident insurance.

Formalization of Small-Scale Miners in Colombia

In Colombia, as a contribution to formalization of local small-scale mining, Mineros has been working on a collaborative model, which allows for the co-existence between small and large-scale mining. Nine operating units work under this model, which employ 191 people directly and 573 people indirectly. As such, the benefited miners are now formal miners, pay taxes and royalties and operate in compliance with the Company’s environmental, labour and operational standards. The Company’s strategic goals in Colombia include increasing formalization projects.

5.4 Market Overview

Two primary macro-economic factors affecting the results of the Company’s operations are gold prices and foreign currency exchange rates.

Gold Price

The market price of gold is a primary driver of the Company’s profitability. The price of gold can fluctuate widely and is affected by a number of macroeconomic factors, including the sale or purchase of gold by central banks and financial institutions, interest rates, exchange rates, inflation or deflation, global and regional supply and

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21

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

demand and the political and economic conditions of major gold-producing and gold-consuming countries throughout the world.

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Source: Bloomberg

During the three months ended December 31, 2023, the price of gold ranged from $1,820 to $2,077 per ounce, averaging $1,977 per ounce for the period. Closing price for the quarter was $2,063, a 13% increase when compared to the price at the end of the third quarter of 2023. The fluctuation in the price of gold during the fourth quarter of the year is mainly explained by the expectation of interest rate cuts by the United States Federal Reserve. See Section 11 Risk Factors - Financial Instruments and Risks - (iii) Market Risk for information on hedging operations.

Foreign Currency Exchange Rates

Cash generated from gold sales are in US dollars, but some of the Company’s costs are denominated in Colombian pesos and Nicaraguan cordobas. Accordingly, the $/COP$ exchange rate is an important factor in the financial performance of the Company. The following graphs show the daily exchange rate of Colombian peso ($/COP$) and Nicaraguan cordoba ($/NIO) between January and December 31, 2023. See Section 11 Risk Factors - Financial Instruments and Risks - (iii) Market Risk for information on hedging operations.

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Source: Bloomberg

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22

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

6 REVIEW OF FINANCIAL RESULTS

Overview

The following table sets forth summarized results of operations for the three months and years ended December 31, 2023 and 2022, from financial information extracted from the Company’s audited consolidated financial statements, which have been prepared in accordance with IFRS, for the periods noted.

Three Months Ended December 31, Three Months Ended December 31, Year ended December 31,
2023 2022 2023 2022
Revenue 130,427 105,059 447,290 414,937
Cost of sales (82,663) (70,677) (301,888) (282,918)
GROSS PROFIT 47,764 34,382 145,402 132,019
Administrative expenses (6,730) (5,191) (18,355) (19,198)
Other income 1,082 889 6,104 1,512
Other expenses (4,152) (2,532) (10,053) (7,802)
Exploration expenses (2,556) (2,708) (6,092) (8,600)
Impairment of assets (31) (4,822)
Finance income 360 1,476 1,409 1,969
Finance expense (2,608) (2,181) (8,951) (6,812)
Foreign exchange differences (1,139) 921 (6,768) 5,689
Share of results of associates (117) (2) (117) (2)
PROFIT FOR THE
YEAR BEFORE TAX
PERIOD OR 31,904 25,023 102,579 93,953
Current tax (12,472) (8,480) (42,561) (37,409)
Deferred tax 3,376 1,593 14,520 (447)
PROFIT FOR THE PERIOD OR
YEAR
FROM
CONTINUING 22,808 18,136 74,538 56,097
OPERATIONS
Loss for the year from discontinued
operations
(1,043) (38,130) (57,324) (51,610)
NET PROFIT FOR
OR YEAR
THE PERIOD 21,765 (19,994) 17,214 4,487
Basic and diluted earnings per share
from continuingoperations
$0.08 $0.06 $0.25 $0.19
Basic and diluted earnings per share
from continuing and discontinued $0.07 $(0.07) $0.06 $0.01
operations

Review of the fourth quarter Financial Results

Profit for the period from continuing operations for the three months ended December 31, 2023 was $22,808 or $0.08 per share, a 26% increase when compared to $18,136 or $0.06 per share for the three months ended December 31, 2022, mainly explained by an increase in gross profit of 39% or $13,382 due to higher revenue of $25,368, partially offset by an increase in cost of sales of $11,986. Net profit for the period was also impacted by higher administrative expenses of $1,539, other expenses of $1,620, foreign exchange differences of $2,060 and an increase in tax expenses of $2,209.

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23

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Profit for year from continuing operations for the year ended December 31, 2023 was $74,538 or $0.25 per share, a 33% increase when compared to $56,097 or $0.19 per share for the year ended December 31, 2022. The increase in profit for period from continuing operations for the year ended December 31, 2023 is mainly explained by the 10% increase in gross profit as explained earlier, added to the receipt of an insurance payment of $4,889 related to the overturning of the Llanuras Plant in the first quarter of 2023, lower impairment of assets of $5,362, and the lower net tax expenses of $9,815, which were partially offset by a higher foreign exchange difference of $12,457.

Loss for the period from discontinued operations for the three months ended December 31, 2023 was $1,043, explained by the settlement of remaining financial derivatives for 6,000 ounces of gold, taken at the corporate level to hedge for price volatility at the Gualcamayo Property.

Loss for the period from discontinued operations for the year ended December 31, 2023 was $57,324 explained by the loss on sale of assets of the Gualcamayo Property of $33,254 and net loss from the Gualcamayo Property for the period of $24,070 (2022 $51,610). Discontinued operations accounted for $58,141 in revenue (2022: $114,062) and loss before taxes of $23,537 (2022: $48,635), During the period, there were operational challenges due to the decline in gold production which led to write off of inventories, related to gold contained on the heap leaches with low recovery rates.

The breakdown below relates to continuing operations of the Company:

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24

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Revenue

Three Months Three Months
Ended December Change Year ended Change
31, December 31,
2023 2022 # % 2023 2022 # %
Gold
Ounces sold (oz) 62,039 58,597 3,442 6% 219,708 224,905 (5,197) (2)%
Average realized price per ounce of gold
sold ($/oz)1
1,975 1,751 224 13% 1,937 1,800 137 8%
Silver
Ounces sold (oz) 198,427 88,591 109,836 124% 614,756 358,046 256,710 72%
Average realized price per ounce of silver
sold ($/oz)1
24 23 —% 24 23 1 2%
Revenue
Sales of gold 122,530 102,579 19,951 19% 425,647 404,799 20,848 5%
Sales of silver 4,669 1,969 2,700 137% 14,384 7,853 6,531 83%
Sales of metal concentrates 127,199 104,548 22,651 22% **440,031 ** 412,652 27,379 7%
Sales of electric energy 2,071 1,100 971 88% 5,346 3,895 1,451 37%
Money market hedge 591 (1,227) 1,818 148% 1,154 (2,474) 3,628 147%
Other revenue 566 638 (72) (11)% 759 864 (105) (12)%
Total Revenue 130,427 105,059 25,368 24% **447,290 ** 414,937 32,353 8%
  1. Average realized price per ounce of gold sold and average realized price per ounce of silver sold, are non-IFRS financial measures with no standardized meaning under IFRS, and therefore it may not be comparable to similar measures presented by other issuers. For further information and a detailed reconciliation to the most directly comparable IFRS measure, see Section 10 Non-Ifrs And Other Financial Measures in this MD&A.

Total revenue from continuing operations for the three months ended December 31, 2023 increased by 24% explained mainly by a 137% increase in sales of silver of $2,700. Sales of gold increased by 19%, mainly due to the 6% increase in ounces of gold sold and an increase of 13% in the average realized price per ounce of gold sold.

Total revenue from continuing operations for the year ended December 31, 2023 increased by 8%, explained by 83% higher sales of silver, which were partially offset, by a 2% decrease of ounces of gold sold.

Cost of Sales

Three Months Ended
December 31,
Three Months Ended
December 31,
Change Change Year ended
December 31,
Year ended
December 31,
Change Change
2023 2022 $ % 2023 2022 $ %
Direct mining costs 66,986 57,546 9,440 16% 246,163 231,352 14,811 6%
Depreciation and amortization 11,885 10,544 1,341 13% 43,665 41,865 1,800 4%
Taxes and royalties 3,792 2,587 1,205 47% 12,060 9,701 2,359 24%
Total Cost of Sales 82,663 70,677 11,986 17% 301,888 282,918 18,970 7%

During the fourth quarter of 2023, total cost of sales from continuing operations increased by 17% when compared to the same quarter of 2022, explained mainly by higher direct mining costs by $9,440, This increase

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25

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

was primarily due to higher costs related to artisanal mining of $4,082 due to higher gold prices, and higher maintenance and materials, services and labour costs.

For the year ended December 31, 2023, total cost of sales from continuing operations increased by 7%. The increase in costs is primarily due to higher purchases of artisanal material of $7,801 due to higher gold prices, higher labour costs of $3,020, higher services and maintenance of $1,900, higher taxes of $2,359 and higher depreciation and amortization of $1,801.

Administrative Expense

Three Months Ended Three Months Ended Year ended
December 31, Change December 31, Change
2023 2022 $ % 2023 2022 $ %
Employee benefits 2,246 1,308 938 72% 7,006 5,778 1,228 21%
Services 3,723 3,041 682 22% 9,012 10,589 (1,577) (15)%
Depreciation
amortization
and 445 382 63 16% 1,434 1,471 (37) (3)%
Taxes 186 304 (118) (39)% 545 812 (267) (33)%
Miscellaneous 130 156 (26) (17)% 358 548 (190) (35)%
Total Administrative
expenses
6,730 5,191 1,539 30% 18,355 19,198 (843) (4)%

For the year ended December 31, 2023, administrative expense decreased by 4%, mainly explained by decrease on services and taxes, partially offset with an increase in employee benefits.

Other Income

Three Months Ended Year ended
December 31, Change December 31, Change
2023 2022 $ % 2023 2022 $ %
Miscellaneous 441 861 (420) (49)% 5,244 1,596 3,648 229%
Fair value adjustment
investment property
593 593 100% 592 592 100%
Reimbursement of costs
and expenses
48 28 20 71% 268 (84) 352 (419)%
Total Other income 1,082 889 (400) (45)% 6,104 1,512 4,592 304%

For the year ended December 31, 2023, other income increased by 304%, mainly explained by the insurance claim recognition of $4,889 associated with the overturning of a floating beneficiation plant at the Nechí Alluvial Property on May 28, 2022, offset with insurance policy adjustments of $646 in May 2023, and by the recognition of a fair value adjustment on investment properties of $593 during the fourth quarter of the year.

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26

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Other Expenses

Three Months Ended Three Months Ended Year ended
December 31, Change December 31, Change
2023 2022 $ % 2023 2022 $ %
Taxes incurred 1,139 881 258 29% 2,909 2,719 190 7%
Miscellaneous 696 325 371 114% 1,714 1,269 445 35%
Community support 560 532 28 5% 1,486 1,418 68 5%
Donations 367 203 164 81% 1,141 963 178 18%
Tax on financial
movements
200 158 42 27% 778 669 109 16%
Estimated liabilities 68 (13) 81 (623%) 539 128 411 321%
Impairment of inventories 750 80 670 838% 900 244 656 269%
Corporate projects 179 132 47 36% 325 137 188 137%
Impairment of financial
instruments 193 40 153 383% 261 61 200 328%
Fair
value
adjustment
investmentproperty 194 (194) (100%) 194 (194) (100%)
Total Other Expenses 4,152 2,532 1,620 64% 10,053 7,802 2,251 29%

For the fourth quarter of 2023 other expenses increased by $1,620 mainly explained by, higher impairment of inventories of $670, higher miscellaneous expenses of $371, higher taxes incurred of $258, higher donations of $164 and higher impairments of financial instruments $153, which were partially offset by a fair value adjustment in investment property of $194.

For the year ended December 31, 2023, other expenses increased by 29% or $2,251, mainly explained by higher impairment of inventories of $656, higher miscellaneous expenses of $445, by the increase in estimated liabilities related to current legal processes of $411, higher taxes incurred of $190, along with higher donations, corporate projects and impairment of financial instruments.

Exploration Expenses

Three Months
Ended Year ended
December 31, Change December 31, Change
2023 2022 $ % 2023 2022 $ %
Exploration expenses 2,556 2,708 (152) (6)% 6,092 8,600 (2,508) (29)%
Total exploration expenses 2,556 2,708 (152) (6)% 6,092 8,600 (2,508) (29)%

For the fourth quarter of 2023, exploration expenses decreased by 6% due to lower explorations at the Nechí Alluvial Property.

For the year ended December 31, 2023 exploration expenses decreased by 29% mainly explained by a reduction of exploration activities at the GNM Exploration Target of $1,191, due to the termination of the strategic alliance agreement with Royal Road and a decrease of $823 at the Hemco Property.

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27

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Impairment of Assets

Three Months Ended Year ended
December 31, Change December 31, Change
2023 2022 $ % 2023 2022 $ %
Property, plant and
equipment (31) 31 (100)% (4,822) 4,822 (100)%
Intangibles assets 100% 100%
Total impairment (31) 31 (100)% (4,822) 4,822 (100)%

The impairment of property, plant and equipment of $4,822 recognized for the year ended December 31, 2022 relates to damage to the Llanuras Plant sustained in a storm with unusually heavy rains and strong winds in the area of the Nechí Alluvial Property.

Finance Income

Three Months Ended Three Months Ended Year ended
December 31, Change December 31, Change
2023 2022 $ % 2023 2022 $ %
Interest 352 1,409 (1,057) (75)% 1,302 1,772 (470) (27)%
Fiduciaryrights 8 67 (59) (88)% 107 197 (90) (46%)
Total Finance income 360 1,476 (1,116) (76)% 1,409 1,969 (560) (28)%

For the three months ended December 31, 2023 finance income decreased by 76% or $1,116, mainly explained by lower interest rates related to investments in financial instruments.

For the year ended December 31, 2023, finance income decreased by 28% or $560 explained by a decrease in interest rate related to investment in financial instruments over the period.

Finance Expense

Three Months Ended Three Months Ended Year ended
December 31, Change December 31, Change
2023 2022 $ % 2023 2022 $ %
Interest 2,590 1,937 653 34% 8,731 6,344 2,387 38%
Bank expenses 10 15 (5) (33)% 45 73 (28) (38)%
Miscellaneous 8 229 (221) (97)% 175 395 (220) (56)%
Total Finance expense 2,608 2,181 427 20% 8,951 6,812 2,139 31%

The 20% increase in the fourth quarter of 2023, is mainly due to an increase in interest expense of $653.

For the year ended December 31, 2023, finance expense increased by 31% or $2,139 mainly explained by the increase in interest of $2,387, when compared to the same period in 2022, due to $1,680 higher interest for accretions related to asset retirement obligations and environmental provisions. Additionally, there were higher financial interests of $708.

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28

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Share of result of associates

Three Months Ended Year ended
December 31, Change December 31, Change
2022
2021
$ % 2022 2021 $ %
Share of results of
associates
(117)
(2)
(115) 5750% (117) (2) (115) 5750%
Total share of results
of associates
(117)
(2)
(115) 5750% (117) (2) (115) 5750%

The change of $115 is explained by accounting for a 20% share of the results of Minera Cavancha SpA, the associate company that holds the La Pepa Project.

Total income tax

Three Months Ended Three Months Ended Year ended
December 31, Change December 31, Change
2023 2022 $ % 2023 2022 $ %
Current tax (12,472) (8,480) (3,992) 47% (42,561) (37,409) (5,152) 14%
Deferred tax 3,376 1,593 1,783 112% 14,520 (447) 14,967 (3348)%
Total income tax (9,096) (6,887) (2,209) 32% (28,041) (37,856) 9,815 (26)%

The 32% increase in income tax from continuing operations in the fourth quarter of 2023 as compared to the fourth quarter of 2022 is due to higher profit before taxes during the fourth quarter of 2023. Deferred tax increased by $1,783, mainly due to foreign exchange rate differences that affected property, plant and equipment, tax credits in Colombia and Nicaragua, amortization of intangibles and due to provisions.

The 26% decrease in income tax from continuing operations for the year ended December 31, 2023 as compared to the same period of 2022 is mainly explained by the increase in deferred tax of $14,967, related to foreign exchange rate differences which impacted property, plant, and equipment, as well as tax credits. Total income was also impacted by higher current tax expenses of $5,152, due to higher profit before taxes in 2023.

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29

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

7 QUARTERLY FINANCIAL AND OPERATING RESULTS

The following table sets forth selected quarterly financial information for each of the eight most recent quarters:

2023 2023 2023 2023 2023 2022 2022 2022
Q4 Q3 Q2 Q1 Q4 Q3
Q2
Q1
Financial
Results
from
continuing operations3
Revenue
130,427
101,371
116,623
98,869
Net profit for the period
21,765
(32,507)
12,552
15,404
Basic and diluted earnings per
share from continuing and
discontinued operations ($)
0.07
(0.11)
0.04
0.05
Net cash flows generated by
operating activities
52,932
4,324
30,154
2,498
Adjusted EBITDA1
53,364
33,379
47,649
37,754
Dividends Paid
5,228
5,241
5,213
4,837
Expenditures
on
mining
interests (cash basis) from
continuing operations3
Sustaining capital expenditures2
9,822
5,646
4,938
4,972
Sustaining exploration2
337
256
160
132
Operating
Results
from
continuing operations3
Gold Produced (oz)
62,039
50,196
56,864
50,609
Gold Sold (oz)
62,039
50,196
56,864
50,609
Average realized price per ounce
of gold sold ($/oz)1
1,975
1,921
1,960
1,882
Silver Produced (oz)
198,427
135,776
149,030
131,523
Average realized price per ounce
of silver sold ($/oz)1
24
24
25
23
Cash Cost per ounce of gold sold
($/oz)1
1,051
1,202
1,065
1,055
AISC per ounce of gold sold ($/
oz) 1
1,316
1,407
1,225
1,252
105,059
99,727
109,747
100,404
(19,994)
2,610
11,399
10,472
(0.07)
0.01
0.04
0.03
36,602
22,849
17,853
5,303
40,117
37,403
43,803
34,833
4,862
5,655
7,875
4,598
7,130
3,866
4,612
3,818
1,265
1,569
996
597
58,597
56,930
57,532
51,846
58,597
56,930
57,532
51,846
1,751
1,719
1,859
1,879
88,591
84,427
89,723
95,305
23
20
23
25
993
989
1,004
1,111
1,228
1,160
1,198
1,298
  1. Figures under each set of results have been restated to reflect continuing operations of the Company (removal of amounts pertaining to discontinued operations). Each previous quarter shown has been restated to this effect.

  2. Average realized price per ounce of gold sold, average realized price per ounce of silver sold, Adjusted EBITDA, Cash Cost per ounce of gold sold and AISC per ounce of gold sold are non-IFRS financial measures. For further information and detailed reconciliations to the most directly comparable IFRS measures, see Section 10 Non-IFRS And IFRS and Other Financial Measures in this MD&A.

  3. For further information regarding the composition of sustaining capital expenditures and sustaining exploration, see Section 10 NonIfrs And Other Financial Measures – All-In Sustaining Costs in this MD&A.

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30

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

8 FINANCIAL CONDITION & LIQUIDITY

Balance Sheet Review

As at 31
December,
As at 31
December,
Change
2023 2022 $ %
Total Current assets 144,341 189,751 (45,410) (24)%
Total Non-current assets 349,416 379,792 (30,376) (8)%
Total assets 493,757 569,543 (75,786) (13)%
Total current liabilities 84,765 134,581 (49,816) (37)%
Total non-current liabilities 63,435 88,409 (24,974) (28)%
Total liabilities 148,200 222,990 (74,790) (34)%
Total equity 345,557 346,553 (996) 0%

Assets

Total current assets decreased by $45,410, mainly explained by the disposal of the Gualcamayo Property which led to a decrease in current assets of $69,243, which were partially offset by an increase in income tax assets of $2,652, higher other assets of $3,769 and higher cash and cash equivalents of $7,327.

Total non-current assets decreased by $30,376. The decrease in total non-current assets is mainly explained by the disposal of the Gualcamayo Property, which caused a reduction of property, plant and equipment of $28,887 and lower exploration and evaluation projects of $3,102 related to the abandonment of exploration projects at the Gualcamayo Property earlier in the year.

Liabilities

Total current liabilities decreased by $49,816, mainly explained by lower trade and other payables related to the disposal of the Gualcamayo Property of $26,327 and loans and other borrowings of $11,251.

Total non-current liabilities decreased by $24,974 mainly explained by lower provisions related to the disposal of the Gualcamayo Property of $23,156, offset partially by the recognition of reclamation and rehabilitation obligations at the Nechí Alluvial Property and deferred tax liabilities of $13,207

Working Capital

As at December 31, 2023, the Company had cash and cash equivalents of $57,118 and working capital, defined as current assets less current liabilities, was $59,576 (December 31, 2022: $55,170). The Company has sufficient cash on hand, available credit, and liquidity to fully manage its business. The sale of the Gualcamayo Property has not impacted and will not impact the Company’s ability to meet its working capital requirements.

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31

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

As at 31 As at 31
December, December,
2023 2022
Total Current assets 144,341 189,751
Total current liabilities 84,765 134,581
Working capital 59,576 55,170
Cash and cash equivalents 57,118 49,791
Loans and other borrowings(current and non current) 32,802 47,020

Net change in working capital was $4,406 for the three months ended December 31, 2023. Working capital for the period was impacted by an increase of $49,816 in current liabilities which was partially offset by higher current assets of $45,410, as explained above under Balance Sheet Review.

Cash Flow Analysis

The following table summarizes the Company’s cash flow activity for the following periods:

Three Months Ended Three Months Ended Year ended December Year ended December
December 31, 31,
2023 2022 2023 2022
Cash Flow
Net cash flows generated by operating activities 52,932 36,602 89,908 82,607
Net cash flows used in investing activities (17,784) (12,243) (46,920) (59,303)
Net cash flows used in financingactivities (10,084) (9,290) (45,841) (43,344)
Decrease in cash and cash equivalents before effect of
exchange rate changes
25,064 15,069 (2,853) (20,040)
Effect of foreign exchange rate changes (879) 2,305 10,180 6,701
Cash and cash equivalents at beginningof theyear 32,933 32,417 49,791 63,130
Cash and cash equivalents at end of theperiod 57,118 49,791 57,118 49,791

Net cash flows generated by operating activities for the fourth quarter of 2023 increased by $16,330 explained mainly by lower payments to suppliers of $14,330 and lower payments to employees of $9,063 after the sale of the Gualcamayo Property, which were partially offset with a $1,240 increase in payment for premiums and claims and $1,377 of higher income tax paid. Net cash flows generated by operating activities include cash flows from (used in) operating activities of $(10,181) (2022: $(9,232)) from the Gualcamayo Property which was sold on September 21, 2023.

Net cash flows used in investing activities during the fourth quarter of 2023 increased by $5,541 compared to the fourth quarter of 2022, due to $5,153 lower cash received from the sale of equity or debt instruments, and lower cash on the sale of financial instruments of $3,410. Cash flows used in investing activities include cash flows from (used in) investing activities of $5,961 (2022: $6,948) from the Gualcamayo Property which was sold on September 21, 2023.

For the fourth quarter of 2023, Net cash flows used in financing activities increased by $794, when compared to the same quarter of 2022, explained mostly by lower payments of loans and other borrowings and interests of $8,648, partially offset by lower proceeds from borrowings of $9,587. Cash flows used in financing activities include cash used in financing activities of $2,835 (2022: $(37)) from the Gualcamayo Property which was sold on September 21, 2023.

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32

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Net cash flows generated by operating activities for the year ended December 31, 2023 increased by $7,301 when compared to the same period of 2022, explained mainly by lower cash received from sales of goods of $9,726 and higher payments to suppliers for goods and services of $12,921, which were partially offset by a decrease in payments to employees and social security agencies of $15,190, by higher cash receipts from commissions and other revenue of $8,514 and a decrease of $11,259 in income tax paid. Cash flows generated by operating activities include cash flows from (used in) operating activities of $(12,763) (2022: $(653)) from the Gualcamayo Property which was sold on September 21, 2023.

Net cash flows used in investing activities during the year ended December 31, 2023 decreased by $12,383 compared to the same period of 2022, due to $11,843 lower cash used in purchases of property, plant and equipment and purchases of intangible assets and exploration projects, due to a decrease of $3,565 in proceeds from the sale of other entities equity or debt. Cash flows used by investing activities include cash flows from (used in) investing activities of $5,801 (2022: $(6,584)) from the Gualcamayo Property which was sold on September 21, 2023.

Net cash flows used in financing activities during the year ended December 31, 2023 increased by $2,497, when compared to the same period of 2022, explained mostly by higher payments of borrowings, payments of lease liabilities and interest paid of $15,023, partially offset by an increase in proceeds from loans and other borrowings of $10,055. Cash flows used in financing activities include cash used in financing activities of $6,415 (2022: $(984)) from the Gualcamayo Property which was sold on September 21, 2023.

Capital Expenditures

Capital expenditures by country for the three months and years ended December 31, 2023 and 2022 include non-cash transactions such as leasing and asset retirement obligations and were as follows:

Three Months Ended
December 31, Year ended December 31,
2023 2022 2023 2022
Additions to Exploration Projects
Nechi Alluvial Property (Colombia) 337 343 1,203 1,445
Hemco Property (Nicaragua) 3,475 2,982 5,576 7,390
Gualcamayo Property (Argentina)2 1,759 5,593
Total Additions to Exploration Projects 3,812 5,084 6,779 14,428
Additions to property, plant and equipment
and intangibles
Nechi Alluvial Property (Colombia) 5,896 5,588 16,210 13,544
Hemco Property (Nicaragua) 15,534 14,032 35,529 31,323
Gualcamayo Property (Argentina)2 5,675 7,687 28,906
Total Additions to property, plant and
equipment and intangibles1
$21,430 $25,295 $59,426 $73,773
  1. Does not include additions to property, plant and equipment, exploration or intangibles of the Mineros and others segments. For additional information as additions to exploration, property, plant and equipment, and intangibles. See Note 8 of our audited consolidated financial statements for the three months and years ended December 31, 2023 and 2022.

  2. Operations discontinued on September 21, 2023.

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33

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Capital Expenditures: Three months ended December 31, 2023

During the fourth quarter of 2023, the mining operations had capital expenditures of $25,242: $6,233 at the Nechí Alluvial Property and $19,009 at the Hemco Property.

At the Nechí Alluvial Property, the majority of the $6,233 in capital expenditures were related to expansion projects of $1,821, maintenance and sustaining expenditures of $4,065 and exploration of $337.

At the Hemco Property, expenditures of $19,009, were mainly related to expansion projects of $3,778, maintenance and sustaining expenditures of $5,714, mining vehicles leases of $1,511, exploration of $3,475, and non-cash transaction asset retirement obligation of $3,225.

Capital Expenditures: Year ended December 31, 2023

During the year ended December 31, 2023, the mining operations had capital expenditures of $66,205: $17,413 at the Nechí Alluvial Property, $41,105 at the Hemco Property and $7,687 at the Gualcamayo Property, which was sold on September 21, 2023.

At the Nechí Alluvial Property, the majority of the $17,413 in capital expenditures were related to expansion projects of $2,536, maintenance and sustaining expenditures of $13,351, leases of $309 and exploration of $1,203.

At the Hemco Property, expenditures of $41,105, were mainly due to exploration of $5,576, expansion projects of $11,605, maintenance and sustaining expenditures of $5,714, mining vehicles leases of $7,412 and noncash transaction asset retirement obligation of $3,225.

At the Hemco Property, a project to increase the capacity of the San José tailings dam started in Q4 2023. The capital expenditures for this project are estimated to be between $29 and $33 million. The increase in capacity of the tailings dam will add approximately 7 years of continued production to the main beneficiation facility at Hemco and is estimated to be completed by mid 2025.

Commitments

In the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. The following table summarizes the remaining contractual maturities of the Company’s

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34

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

financial liabilities and operating and capital commitments as at December 31, 2023, shown in contractual undiscounted cash flows:

Within 1 Year 1 to 3 Years 4 to 5 Years Over 5 Years Total
Financial Liabilities
Trade and other payables 29,402 29,402
Bank Loans 7,774 8,752 16,526
Other financial liabilities 5,701 5,701
42,877 8,752 51,629
Other Commitments
Reclamations and closure cost
obligations 2,588 10,018 13,433 53,034 79,073
Minimum rental and lease liabilities 8,409 9,857 2,003 20,269
10,997 19,875 15,436 53,034 99,342
Total 53,874 28,627 15,436 53,034 150,971

Capital Resource Management

The Company’s objectives of capital management are to safeguard the entity’s ability to support normal operating requirements on an ongoing basis, continue the development and exploration of its mineral properties, and support its current expansion plans.

Fluctuations in commodity and currency prices can affect cash flows and influence liquidity indicators. For this reason, a rolling forecast is made to monitor market volatility and make financial hedges or financing decisions if required.

The main drivers that create volatility to cash flows are the gold price and the Colombian peso/US dollar exchange rate. To mitigate such fluctuations and stabilize cash flows, the Company undertakes hedging operations. The Company’s hedging policy aims to cover the gold price for operations with the highest Cash Cost per ounce of gold sold. Exchange rate hedges cover up to 50% of projected cash flows for Colombia. Hedging is not performed for terms longer than eighteen months. Nicaragua’s currency is not hedged since more than 50% of the obligations in this property are stated in US dollars.

There are currently no demands, commitments or uncertainties that could significantly affect the Company’s liquidity. However, the Company’s future growth plans may include significant investments for the acquisition and/or development of new assets and/or its assets in Nicaragua or Colombia. In the management of capital, the Company includes components of equity, short-term and long-term loans and other borrowings, net of cash and cash equivalents and short-term investments, summarized as follows:

As at December. 31, As at December. 31,
2023 2022
Equity 345,557 346,553
Loans and Other Borrowings 32,802 47,020
Total Capitalization 378,359 393,573
Less: Cash and cash equivalents (57,118) (49,791)
Less: Current investment (6) (116)
Net Capitalization 321,235 343,666

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

The Company manages its capital structure and adjusts it taking into account changes in its economic environment and the risk characteristics of the Company’s assets. The Company has in place a planning, budgeting and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives.

Liquidity Outlook

As at December 31, 2023, the Company has $53,874 in scheduled debt repayments due in the next 12 months related to trade and other payables, bank loans, lease liabilities, other financial liabilities (dividends) and reclamation and closure costs.

We believe that the Company’s existing cash and cash equivalents balance of $57,118, available credit, and expected net cash flows generated by operating activities based on current assumptions (noted in Section 4 Outlook) will be sufficient to fund the Company’s normal operating requirements and capital commitments on an ongoing basis.

Financial Instruments

In order to provide protection for the higher Cash Cost ounces and to increase cash flow certainty, the Company put in place a short-term Gold Revenue Protection Strategy by entering into zero-cost collar contracts whereby it purchased a series of gold put option contracts and sold a series of gold call option contracts with equal and offsetting values at inception. For further information regarding collar contracts see “Section 11 Risk Factors - Financial Instruments and Risks - (iii) - Market Risk”.

Off-Balance Sheet Arrangements

Change in other commitments associated with the acquisition of Royal Road’s 50% interest of the Luna Roja exploration target

On May 29, 2023, Mineros and Royal Road announced the termination of their strategic alliance agreements in Nicaragua and Colombia. As part of the termination agreement, the 1.25% net smelter returns royalty applicable to the two concessions that host the Luna Roja Deposit, which was granted to Royal Road on May 2021 in connection with Mineros’ acquisition of Royal Road’s 50% joint venture interest in those concessions was terminated.

Change in other commitments associated with the acquisition of the Gualcamayo Property

As of the date of this MD&A, Mineros is currently in talks with Nomad and Eris LLC. to transfer its obligation of paying a contingent consideration of $30 million to Nomad upon the commercial operation of the Deep Carbonates Project to Eris LLC.

As of the date of this MD&A, Nomad had not yet released Mineros from such contingent payment obligations. Whilst the assignment is completed Eris LLC is responsible to Mineros for the contingent payment as this obligation is guaranteed with a pledge over 100% of MASA’s shares.

Contingencies

Due to the size, complexity, and nature of the Company’s operations, various legal and tax matters arise in the ordinary course of business. The Company accrues for such items when a liability is both probable and the

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36

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

amount can be reasonably estimated. The Company’s management is of the opinion that these matters will not have a material effect on the Company’s financial statements.

For additional information regarding provisions, please refer to Note 20 of the audited consolidated financial statements.

Outstanding Share Data

As at the date of this MD&A, the Company had 299,737,402 common shares issued and outstanding. The common shares trade on the BVC under the symbol MINEROS:CB and on the TSX under the symbol MSA.

9 RELATED PARTIES

Transactions

During the period, the Company or its subsidiaries entered into the following commercial transactions with parties that are not members of the Company's corporate structure, but that are related parties of certain members of the Board of Directors:

  • Paid insurance premiums to Axa Colpatria Seguros S.A. of $4,925 as at December 31, 2023, compared to $1,911 as at December 31, 2022.

  • Paid Banco Colpatria Multibanca $370 as at December 31, 2023 for hedging operations, compared to $2,104 as at December 31, 2022.

Axa Colpatria Seguros S.A. and Banco Colpatria Multibanca are related to Mercantil Colpatria S.A., a principal shareholder of the Company. Three of the Company’s directors, Eduardo Pacheco Cortés, Nicolás Durán Martínez and José Fernando Llano Escandón are executive officers of Mercantil Colpatria S.A.

Balances

There were no balances due to the Company’s directors and officers as at December 31, 2023.

Transactions with Fundación Mineros

The values recorded for operations carried out with Fundación Mineros in the indicated period are shown below:

Description
2023
2022
Description
2023
2022
Description
2023
2022
Donations 583 575

The transactions carried out with Fundación Mineros are intended to contribute to the development of its social and economic purpose in the geographical areas where the Company's mining activity is carried out. Expenses for donations are certified by Fundación Mineros for subsequent income tax deductibility.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

10 NON-IFRS AND OTHER FINANCIAL MEASURES

The Company has included certain non-IFRS financial measures and non-IFRS ratios in this MD&A. Management believes that non-IFRS financial measures and non-IFRS ratios, when supplementing measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-IFRS financial measures and non-IFRS ratios do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar measures employed by other companies. This data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. For a discussion of the use of non-IFRS financial measures and reconciliations thereof to the most directly comparable IFRS measures, see below.

EBIT, EBITDA and Adjusted EBITDA

The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use the earnings before interest and tax (“ EBIT” ), earnings before interest, tax, depreciation and amortization (“ EBITDA ”), and adjusted earnings before interest, tax, depreciation and amortization (“ Adjusted EBITDA ”), which excludes certain non-operating income and expenses, such as financial income or expenses, hedging operations, exploration expenses, impairment of assets, foreign currency exchange differences, and other expenses (principally, donations, corporate projects and taxes incurred). The Company believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results because it is consistent with the indicators management uses internally to measure the Company’s performance, and is an indicator of the performance of the Company’s mining operations.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

The following table sets out the calculation of EBIT, EBITDA and Adjusted EBITDA to Net profit for the three months and years ended December 31, 2023 and 2022:

Three Months Ended Three Months Ended Year ended December Year ended December
December 31, 31,
2023 2022 2023 2022
Net Profit For The Period Or Year 21,765 (19,994) 17,214 4,487
Less: Interest income (352) (1,409) (1,302) (1,772)
Add: Interest expense 1,557 1,394 5,118 4,408
Add: Current tax1 12,472 8,480 42,561 37,409
Add/less: Deferred tax1 (3,376) (1,593) (14,520) 447
EBIT 32,066 (13,122) 49,071 44,979
Add: Depreciation and amortization 12,330 10,926 45,099 43,335
EBITDA 44,396 (2,196) 94,170 88,314
Less: Other income2 (1,082) (889) (6,104) (1,512)
Less: Share of results investments in
associates
117 2 117 2
Less: Finance income (excluding interest
income)
(8) (67) (107) (197)
Add: Finance expense (excluding interest
expense)
1,051 787 3,833 2,404
Add: Other expenses 4,152 2,532 10,053 7,802
Add: Exploration expenses 2,556 2,708 6,092 8,600
Add: (Impairment) reversal of Assets 31 4,822
Less: Foreign exchange differences 1,139 (921) 6,768 (5,689)
Add: Loss for the period from discontinued
operations4
1,043 38,130 57,324 51,610
Adjusted EBITDA 53,364 40,117 172,146 156,156
  1. For additional information regarding taxes, see Note 15 of our audited consolidated financial statements, for the three months and years ended December 31, 2023 and 2022

  2. For additional information regarding other income, see Note 11 of audited consolidated financial statements, for the three months and years ended December 31, 2023 and 2022.

  3. The reconciliation above does not include adjustments for share of results of investments in associates, or (impairment) reversal of assets, because there would be a nil adjustment for the three months and years ended December 31, 2023 and 2022.

  4. Composition of Adjusted EBITDA has been revised to include loss for the year from discontinued operations.

Cash Cost

The objective of Cash Cost is to provide stakeholders with a key indicator that reflects as close as possible the direct cost of producing and selling an ounce of gold.

The Company reports Cash Cost per ounce of gold sold which is calculated by deducting revenue from silver sales, depreciation and amortization, environmental rehabilitation provisions and adding back the used assets retirement obligations and the used environmental and rehabilitation liabilities to cost of sales, and dividing the difference by the number of gold ounces sold. Production Cash Cost includes mining, milling, mine site security, royalties, and mine site administration costs, and excludes non-cash operating expenses. Cash Cost per ounce of gold sold is a non-IFRS financial measure used to monitor the performance of our gold mining operations

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

and their ability to generate profit, and is consistent with the guidance methodology set out by the World Gold Council.

The following table provides a reconciliation of Cash Cost per ounce of gold sold on a by-product basis to cost of sales for the three months and years ended December 31, 2023 and 2022:

Three Months
December
Ended
31,
Year ended December 31,
2023 2022 2023 2022
Cost of sales 82,663 70,677 301,888 282,918
Less: Cost of sales of non-mining operations1 (257) (125) (751) (603)
Less: Depreciation and amortization (11,885) (10,544) (43,665) (41,864)
Less: Sales of silver (4,669) (1,974) (14,384) (7,858)
Less: Environmental rehabilitation provision2 (1,846) (160) (4,788) (3,206)
Add: Use of environmental and rehabilitation
liabilities
1,137 303 1,137 303
Add: Use of Retirement obligations 81 11 81 190
Cash Cost from continuing operations 65,224 58,188 239,518 229,880
Gold sold (oz) from continuing operations 62,039 58,597 219,708 224,905
Cash Cost per ounce of gold sold ($/oz) from
continuing operations
$1,051 $993 $1,090 $1,022
Cash Cost from discontinued operations 19,517 66,262 90,636
Gold sold (oz) from discontinued operations 13,660 31,737 62,781
Cash Cost per ounce of gold sold ($/oz) from
discontinued operations
$0 $1,429 $2,088 $1,444
Cash Cost 65,224 77,705 305,780 320,516
Gold sold (oz) 62,039 72,257 251,445 287,686
Cash Costper ounce ofgold sold($/oz) $1,051 $1,075 $1,216 $1,114
  1. Refers to cost of sales incurred in the Company’s “Others” segment. See Note 8 of our audited consolidated financial statements for the three months and years ended December 31, 2023 and 2022. The majority of this amount relates to the cost of sales of latex.

  2. For additional information regarding environmental rehabilitation provision, please refer to Note 32 of the consolidated financial statements for the year ended December 31, 2023 and 2022.

The following table provides a reconciliation of Cash Cost per ounce of gold sold on a by-product basis to cost of sales, before and after the change of definition of this metric, modified to capture cash outflows related to

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40

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

asset retirement obligation and environmental rehabilitation provisions, for the three months and year ended December 31, 2022:

Three Months Ended Year ended
December 31, 2022 December 31, 2022
Cash Cost per ounce of gold sold ($/oz) - Previously
reported
1,073 1,124
Adjustments ($/oz)
Less: Environmental rehabilitation provision (3) (12)
Add: Use of environmental and rehabilitation liabilities 5 1
Add: Use of Retirement obligations 1
Cash Costper ounce ofgold sold($/oz) - restated 1,075 1,114

All-in Sustaining Costs

The objective of AISC is to provide stakeholders with a key indicator that reflects as close as possible the full cost of producing and selling an ounce of gold. AISC per ounce of gold sold is a non-IFRS ratio that is intended to provide investors with transparency regarding the total costs of producing one ounce of gold in the relevant period.

The Company reports AISC per ounce of gold sold on a by-product basis. The methodology for calculating AISC per ounce of gold sold is set out below and is consistent with the guidance methodology set out by the World Gold Council. The World Gold Council definition of AISC seeks to extend the definition of total Cash Cost by deducting administrative expenses, Cost of sales of non-mining operations, sustaining exploration, sustaining leases and leaseback and sustaining capital expenditures. Non-sustaining costs are primarily those related to new operations and major projects at existing operations that are expected to materially benefit the current operation. The determination of classification of sustaining versus non-sustaining requires judgment by management. AISC excludes current and deferred income tax payments, finance expenses and other expenses. Consequently, these measures are not representative of all of the Company’s cash expenditures. In addition, the calculation of AISC does not include depreciation and amortization cost or expense as it does not reflect the impact of expenditures incurred in prior periods. Therefore, it is not indicative of the Company’s overall profitability. Other companies may quantify these measures differently because of different underlying principles and policies applied. Differences may also occur due to different definitions of sustaining versus nonsustaining.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

The following table provides a reconciliation of AISC per ounce of gold sold to cost of sales for the three months and years ended December 31, 2023 and 2022:

Three Months
December
Ended
31,
Year ended December 31,
2023 2022 2023 2022
Cost of sales 82,663 70,677 301,888 282,918
Less: Cost of sales of non-mining operations1 (257) (125) (751) (603)
Less: Depreciation and amortization (11,885) (10,544) (43,665) (41,864)
Less: Sales of silver (4,669) (1,974) (14,384) (7,858)
Less: Sales of electric energy (2,071) (1,099) (5,346) (3,895)
Less: Environmental rehabilitation provision2 (1,846) (160) (4,788) (3,206)
Add: Use of environmental and rehabilitation
liabilities
1,137 303 1,137 303
Add: Use of Retirement obligations 81 11 81 190
Add: Administrative expenses 6,730 5,191 18,355 19,198
Less:
Depreciation
and
amortization
administrative expenses3
of (445) (382) (1,434) (1,471)
Add: Sustaining leases and leaseback4 2,070 1,678 7,995 6,689
Add: Sustaining exploration5 337 1,265 885 4,427
Add: Sustainingcapital expenditures6 9,822 7,130 25,378 19,426
AISC from continuing operations 81,667 71,971 285,351 274,254
Gold sold (oz) from continued operations 62,039 58,597 219,708 224,905
All-in sustaining costs per ounce of gold
sold($/oz) from continuing operations
$1,316 $1,228 $1,299 $1,219
AISC from discontinued operations 26,402 76,911 115,682
Gold sold (oz) from discontinued operations 13,660 31,737 62,781
All-in sustaining costs per ounce of gold
sold($/oz) from discontinued operations
$0 $1,933 $2,423 $1,843
AISC 81,667 98,373 362,262 389,936
Gold sold (oz) 62,039 72,257 251,445 287,686
All-in sustaining costs per ounce of gold
sold($/oz)
$1,316 $1,361 $1,441 $1,355
  1. Cost of sales of non-mining operations is the cost of sales excluding cost incurred by non-mining operations and the majority of this cost comprises cost of sales of latex.

  2. For additional information regarding environmental rehabilitation provision, please refer to Note 32 of the audited consolidated financial statements for the year ended December 31, 2023 and 2022.

  3. Depreciation and amortization of administrative expenses is included in the administrative expenses line on the audited consolidated financial statements, and is mainly related to depreciation for corporate office spaces and local administrative buildings at the Hemco Property.

  4. Represents most lease payments as reported on the audited consolidated financial statements of cash flows and is made up of the principal component of such cash payments, less non-sustaining lease payments. Lease payments for new development projects and capacity projects are classified as non-sustaining.

  5. Sustaining exploration: Exploration expenses and exploration and evaluation projects as reported on the audited consolidated financial statements, less non-sustaining exploration. Explorations are classified as either sustaining or non-sustaining based on a determination of the type and location of the exploration expenditure. Exploration expenditures within the footprint of operating mines are considered costs required to sustain current operations and so are included in sustaining costs. Exploration expenditures focused on new ore bodies near existing mines (i.e. brownfield), new exploration projects (i.e. greenfield) or for other generative exploration activity not linked to existing mining operations are classified as non- sustaining.

  6. Sustaining capital expenditures: Represents the capital expenditures at existing operations including, periodic capitalized stripping and underground mine development costs, ongoing replacement of mine equipment and overhaul of existing equipment, and is

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42

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

calculated as total additions to property, plant and equipment (as reported on the consolidated statements of cash flows), less nonsustaining capital. Non-sustaining capital represents capital expenditures for major projects, including projects at existing operations that are expected to materially benefit the operation and provide a level of growth, as well as enhancement capital for significant infrastructure improvements at existing operations. Non-sustaining capital expenditures during the three months and years ended December 31, 2023 are primarily related to major projects at the Hemco Property and the Nechí Alluvial Property. The sum of sustaining capital expenditures and non-sustaining capital expenditures is reported as the total of additions of property plant and equipment in the audited consolidated financial statements .

The following table provides a reconciliation of AISC per ounce of gold sold on a by-product basis to cost of sales, before and after the change of definition of this metric, modified to capture cash outflows related to asset retirement obligation and environmental rehabilitation provisions, for the three months and years ended December 31, 2022:

Three Months Ended Year ended
December 31, 2022 December 31, 2022
All-in sustaining costs per ounce of gold sold ($/oz) -
Previously reported
1,359 1,364
Adjustments ($/oz)
Less: Environmental rehabilitation provision (2) (11)
Add: Use of environmental and rehabilitation liabilities 4 1
Add: Use of Retirement obligations 1
All-in sustaining costs per ounce of gold sold ($/oz)
restated
1,361 1,355

Cash Cost and All-in Sustaining Costs by Operating Segment

The following table provides a reconciliation of Cash Cost per ounce of gold sold and AISC per ounce of gold sold by operating segment[1] to cost of sales, for the three months and years ended December 31, 2023 and 2022:

1 For additional information regarding segments (Material Properties), see Note 8 of our audited consolidated financial statements for the three months and years ended December 31, 2023 and 2022.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Three months ended December 31, 2023

Nechi Alluvial HEMCO
Cost of sales 33,969 52,822
Less: Depreciation and amortization (4,265) (7,583)
Less: Sales of silver (61) (4,608)
Less: Environmental rehabilitation provision (1,846)
Add: Use of environmental and rehabilitation liabilities 1,137
Add: Use of Retirement obligations 81
Cash Cost 28,934 40,712
AISC Adjustments
Less: Depreciation and amortization of administrative expenses (4) (7)
Less: Sales of electric energy (2,071)
Add: Administrative expenses 799 897
Add: Sustaining leases and Leaseback 547 1,523
Add: Sustaining exploration 337
Add: Sustainingcapital expenditure 4,075 5,747
AISC 32,617 48,872
Gold sold(oz) 27,920 34,119
Cash Costper ounce ofgold sold($/oz) $1,036 $1,193
All-in sustaining costsper ounce ofgold sold($/oz) $1,168 $1,432

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44

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Three months ended December 31, 2022

Gualcamayo
Nechi Alluvial HEMCO (Discontinued
operation)
Cost of sales 25,357 47,345 22,221
Less: Depreciation and amortization (3,296) (7,213) (2,598)
Less: Sales of silver (56) (1,918) (106)
Less: Environmental rehabilitation provision (160)
Add: Use of environmental and rehabilitation liabilities 303
Add: Use of Retirement obligations 11
Cash Cost 22,148 38,225 19,517
AISC Adjustments
Less: Depreciation and amortization administrative expenses (3) (49)
Less: Sales of electric energy (1,099)
Add: Administrative expenses 437 1,297 640
Add: Sustaining leases and Leaseback 410 1,268 1,621
Add: Sustaining exploration 167 1,098 1,652
Add: Sustainingcapital expenditure 3,345 3,785 2,972
AISC 25,405 45,624 26,402
Gold sold(oz) 24,986 33,611 13,660
Cash Costper ounce ofgold sold($/oz) $886 $1,137 $1,429
All-in sustaining costsper ounce ofgold sold($/oz) $1,017 $1,357 $1,933

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45

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Year ended December 31, 2023

Gualcamayo
Nechi Alluvial HEMCO (Discontinued
operation)
Cost of sales 117,043 199,475 74,589
Less: Depreciation and amortization (15,129) (28,425) (8,110)
Less: Sales of silver (196) (14,188) (217)
Less: Environmental rehabilitation provision (4,788)
Add: Use of environmental and rehabilitation liabilities 1,137
Add: Use of Retirement obligations 81
Cash Cost 98,067 156,943 66,262
AISC Adjustments
Less: Depreciation and amortization of administrative expenses (15) (43)
Less: Sales of electric energy (5,346)
Add: Administrative expenses 2,449 3,174 1,586
Add: Sustaining leases and Leaseback 2,004 5,991 4,556
Add: Sustaining exploration 841 44
Add: Sustainingcapital expenditure 13,364 12,014 4,507
AISC 111,364 178,123 76,911
Gold sold(oz) 93,757 125,951 31,737
Cash Costper ounce ofgold sold($/oz) $1,046 $1,246 $2,088
All-in sustaining costsper ounce ofgold sold($/oz) $1,188 $1,414 $2,423

Note: The Gualcamayo Property was sold as part of the disposition of MASA. Results in the table reflect results from January 1, 2023 to September 21, 2023 and solely pertain to the discontinued operation.

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46

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Year ended December 31, 2022

Gualcamayo
Nechi Alluvial HEMCO (Discontinued
operation)
Cost of sales 101,014 189,655 104,983
Less: Depreciation and amortization (13,576) (28,088) (13,945)
Less: Sales of silver (196) (7,662) (402)
Less: Environmental rehabilitation provision (3,206)
Add: Use of environmental and rehabilitation liabilities 303
Add: Use of Retirement obligations 190
Cash Cost 84,339 154,095 90,636
AISC Adjustments
Less: Depreciation and amortization of administrative expenses (12) (95)
Less: Sales of electric energy (3,895)
Add: Administrative expenses 1,828 3,579 2,214
Add: Sustaining leases and Leaseback 2,049 4,640 4,601
Add: Sustaining exploration 910 3,517 5,486
Add: Sustainingcapital expenditure 9,677 9,749 12,745
AISC 94,896 175,485 115,682
Gold sold(oz) 92,385 132,520 62,781
Cash Costper ounce ofgold sold($/oz) $913 $1,163 $1,444
All-in sustaining costsper ounce ofgold sold($/oz) $1,027 $1,324 $1,843

Net Free Cash Flow

The Company uses the financial measure “net free cash flow”, which is a non-IFRS financial measure, to supplement information regarding cash flows generated by operating activities. The Company believes that in addition to IFRS financial measures, certain investors and analysts use this information to evaluate the Company’s performance with respect to its operating cash flow capacity to meet recurring outflows of cash.

Net free cash flow is calculated as cash flows generated by operating activities less non-discretionary sustaining capital expenditures and interest and dividends paid related to the relevant period.

The following table sets out the calculation of the Company’s net free cash flow to net cash flows generated by operating activities for the three months and years ended December 31, 2023 and 2022:

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47

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Three Months Ended
31,
Three Months Ended
31,
December Year ended December 31, Year ended December 31,
2023 2022 2023 2022
Net cash flows generated by operating
activities
52,932 36,602 89,908 82,607
Non-discretionary items:
Sustaining capital expenditures (9,822) (7,130) (25,378) (19,426)
Interest paid (1,121) (1,632) (7,572) (5,233)
Dividends paid (5,228) (4,862) (20,519) (22,990)
Net cash flows used in (generated from)
discontinued operations1
9,232 12,763 653
Net free cash flow $ 36,761 $ 32,210 $ 49,202 $ 35,611
  1. Composition of net free cash flow has been revised to exclude net cash flows used in (generated from) discontinued operations.

Return on Capital Employed

The Company uses ROCE as a measure of long-term operating performance to measure how effectively management utilizes the capital it has provided. This non-IFRS ratio is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The calculation of ROCE, expressed as a percentage, is Adjusted EBIT (calculated in the manner set out in the table below) divided by the average of the opening and closing capital employed for the 12 months preceding the period end. Capital employed for a period is calculated as total assets at the beginning of that period less total current liabilities. The following table sets out the calculation of ROCE as at December 31, 2023 and 2022.

Three Months Ended Three Months Ended Year ended December 31, Year ended December 31,
December 31, 2023 2023
2023 2022 2023 2022
Adjusted EBITDA (last 12 months) 172,146 156,156 172,146 156,156
Less: Depreciation and amortization(last 12 months) (45,099) (43,335) (45,099) (43,335)
Adjusted EBIT(A) 127,047 112,821 127,047 112,821
Total assets at the beginning of the period 569,543 580,046 569,543 580,046
Less: Total current liabilities at the beginningof theperiod (134,581) (110,601) (134,581) (110,601)
Opening Capital Employed(B) 434,962 469,445 434,962 469,445
Total assets at the end of the period 493,757 569,543 493,757 569,543
Less: Current liabilities at the end of theperiod (84,765) (134,581) (84,765) (134,581)
Closing Capital employed(C) 408,992 434,962 408,992 434,962
Average Capital employed(D)= (B) +(C) /2 421,977 452,204 421,977 452,204
ROCE(A/D) 30% 25% 30% 25%

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Net Debt

Net Debt is a non IFRS financial measure that provides insight regarding the liquidity position of the Company. The calculation of net debt shown below is calculated as nominal undiscounted debt including leases, less cash and cash equivalents. The following sets out the calculation of Net Debt as at December 31, 2023 and 2022.

December 31,
2023 2022
Loans and other borrowings 32,802 56,322
Less: Cash and cash equivalents (57,118) (38,805)
Net Debt (24,316) 17,517

Average Realized Price

The Company uses “average realized price per ounce of gold” and “average realized price per ounce of silver”, which are non-IFRS financial measures. Average realized metal price represents the revenue from the sale of the underlying metal as per the statement of operations, adjusted to reflect the effect of trading at holding level (parent Company) on the sales of gold purchased from subsidiaries. Average realized prices are calculated as the revenue related to gold and silver sales divided by the number of ounces of metal sold. The following table sets out the reconciliation of average realized metal prices to sales of gold and sales of silver for the three months and years ended December 31, 2023 and 2022:

Three Months Ended December 31, Three Months Ended December 31, Year ended December 31,
2023 2022 2023 2022
Sales of gold from continuing operations 122,530 102,579 425,647 404,799
Gold sold from continuing operations (oz) 62,039 58,597 219,708 224,905
Average realized price per ounce of gold
sold from continuing operations($/oz)
1,975 1,751 1,937 1,800
Sales of gold from discontinued operations 23,645 61,516 112,635
Gold sold (oz) from discontinued operations 13,660 31,737 62,781
Average realized price per ounce of gold
sold from discontinued operations($/oz)
1,731 1,938 1,794
Average realized price per ounce of gold
sold($/oz)
1,975 1,747 1,937 1,799
Sales of silver from continuing operations 4,669 2,080 14,529 8,260
Silver sold from continuing operations (oz) 198,427 88,591 614,756 358,046
Average realized price per ounce of
silver sold from continuing operations ($/ 24 23 24 23
oz)
Sales of silver from discontinued operations 106 217 402
Silver
sold
(oz)
from
discontinued
operations
4,937 9,220 21,346
Average realized price per ounce of
silver sold ($/oz) from discontinued 21 24 19
operations
Average realized price per ounce of
silver sold($/oz)
24 23 24 23

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49

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

11 RISK FACTORS

Readers of this MD&A should consider the information included in the Company’s audited consolidated financial statements and related notes for the year ending December 31, 2023. The nature of the Company’s activities and the locations in which it works mean that the Company’s business generally is exposed to significant risk factors, many of which are beyond its control. The Company examines the various risks to which it is exposed and assesses any impact and likelihood of those risks. The risks that affect the financial statements specifically, and the risks that are reasonably likely to affect them in the future which are incorporated by reference in this MD&A, are discussed below. Additional risk factors and details with respect to risk factors that may affect the Company’s ability to achieve the expectations set forth in this MD&A are described in the “Risk Factors” section of the Company’s most recent annual information form, available on SEDAR+ at www.sedarplus.com, to which readers are referred, and which are incorporated by reference in this MD&A.

Financial Instruments and Risks

The Company thoroughly examines the various financial instruments and risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include credit risk, liquidity risk, currency risk, commodity price risk and interest rate risk. The Company manages its exposure to financial risks, including credit risk, liquidity risk, currency risk, interest rate risk and price risk, in accordance with its Risk Management Policy. The Board of Directors oversees management’s risk management practices by setting trading parameters and reporting requirements.

The Financial Risk Management Policy provides a framework for the Company to manage the risks it is exposed to in various markets and to protect itself against adverse price movements. All transactions undertaken were to support the Company’s ongoing business. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes.

The following describes the types of risks to which the Company is exposed and its objectives and policies for managing those risk exposures.

(i) Credit Risk

The Company is subject to credit risk as a result of the potential incapacity of debtors to fulfill their obligations, or upon the eventual loss that could arise due to non-fulfillment of the financial obligations acquired by the issuers of the financial instruments in which the Company has investments. The Company has adopted the policy of trading only with solvent companies. The credit exposures of the Company and the credit ratings of its counterparties are continuously monitored.

In connection with customers, the main debtors are evaluated annually in respect of their conditions and liquidity and solvency indicators; the conditions established with customers for the payment of exports are in cash and the amounts thereof are paid upon delivery of production to the customers or refineries with whom the Company works.

The Company deposits or invests its liquidity surpluses in recognized financial institutions, with minimum ratings of <A- for international investments and for national ones in issuers with ratings not lower than AA/DP1. Additionally, conservative credit policies are established and the market conditions they operate in are permanently evaluated by means of quantitative and qualitative evaluations of risk ratings for commercial, investment and credit operations.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

The Company does not have any guarantee to cover credit risks associated with its financial assets. The Company’s maximum exposure to credit risk was as follows:

As at 31 As at
December, December. 31,
2023 2022
Cash and cash equivalents 57,118 49,791
Short Term Investments 6 116
Accounts receivable arising from sales of metal concentrates 3,671 13,659
Derivative financial instruments, net (161) (3,943)
Total 60,634 59,623

(ii) Liquidity Risk

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Company’s short-, medium- and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecasts and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The maturity of liabilities is disclosed in Note 5 of our audited consolidated financial statements for the year ended December 31, 2023 and 2022. All other financial liabilities disclosed in this note mature within one year and do not accrue interest.

During the year ended December 31, 2023, the Company generated net cash flows generated by operating activities, one of the Company’s main sources of liquidity, of $89,908 (as at December 31, 2022: $82,607). By the end of December 31, 2023, the Company held cash and cash equivalents of $57,118 (December 31, 2022: $49,791). At December 31, 2023, the Company’s working capital, defined as current assets less current liabilities, was $59,576 (December 31, 2022: $55,170).

(iii) Market Risk

Currency risk

Cash is generated from gold sales in US dollars, but some of the Company’s costs are denominated in Colombian pesos and to a lesser extent in Nicaraguan cordobas. Accordingly, the $/COP$ exchange rate is an important factor in the financial performance of the Company.

This risk is managed by means of OTC derivative financial instruments, for which the underlying item is the US dollar/Colombian peso pair (based on the Tasa Representativa de Mercado - TRM), entered into for the purpose of reducing the variability of the cash flows in pesos generated by the volatility of the US dollar/ Colombian peso. Derivatives are not entered into for speculative purposes and are used to guarantee the exchange rate of a portion of the payments in foreign currency planned for the following year.

Foreign exchange forward contracts

It is the policy of the Company to enter into foreign exchange forward contracts to manage the foreign currency risk associated with anticipated sales and purchase transactions within 50% of the exposure generated.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

For the hedges of highly probable forecast sales and purchases, as the critical terms (i.e. the notional amount, life and underlying) of the foreign exchange forward contracts and their corresponding hedged items are the same, the Company performs a qualitative assessment of effectiveness and it is expected that the value of the forward contracts and the value of the corresponding hedged items will systematically change in opposite direction in response to movements in the underlying exchange rates.

The Company entered into zero-cost collar option contracts whereby it purchased a series of US dollar to Colombian peso put option contracts and sold a series of US dollar to Colombian peso call option contracts with equal and offsetting values at inception (referred to as the “forward contracts”). The Company may hedge up to 50% of its peso denominated expected cash flows. The details of the forward contracts 2023 and 2022 are as follows:

Company
Year
Type
Contracts
Amount
Maturity
Company
Year
Type
Contracts
Amount
Maturity
Company
Year
Type
Contracts
Amount
Maturity
Company
Year
Type
Contracts
Amount
Maturity
Company
Year
Type
Contracts
Amount
Maturity
Company
Year
Type
Contracts
Amount
Maturity
Price($/oz)
Mineros
Aluvial
2022 Put/Call 12 24,000 Jan - Dec 2023 Min: 4,100
Max: 5,737
Mineros
Aluvial
2022 Put/Call 24 48,000 Jan - Dec 2023 Min: 4,350
Max: 6,233
  1. Minimum and maximum prices are weighted averages of different put and call options.

As at December 31, 2023, there were no collar contracts for Mineros or the Hemco Property. The Company was primarily exposed to currency risk through financial assets and liabilities, income and other taxes receivables (payables) and deferred income tax assets and liabilities denominated in foreign currencies.

Interest rate risk

This risk is not managed, due to the high cost and the limited offer of financial instruments available to manage this type of risk in the local market. The asset positions of the Company’s investment portfolio are used to leverage treasury, for which reason the Company remains invested in local fixed-yield investments.

The Company monitors interest rate behavior, in order to secure favorable interest rates when possible. In addition the Company has kept conservative debt levels, the Net Debt was $(24,316) as at December 31, 2023 and $17,517 as at December 31, 2022.

Commodity price risk

Due to its economic activity, the Company sells gold in the international precious metals market. These sales represent close to 95% of the Company's operating income, and consequently, exposure to variations in the price of gold is high.

This risk is managed by contracting OTC derivative financial instruments, whose underlying is the commodity itself, its modality is with delivery and its objective is to reduce the variability of operating income generated by the volatility of the price of gold. Derivatives are not for speculative purposes and are used to guarantee the price of a portion of the planned sales for the following year.

The derivatives in place are zero-cost collar contracts whereby it purchased a series of gold put option contracts and sold a series of gold call option contracts with equal and offsetting values at inception (referred to as the “commodity contracts”). The Company’s strategy is to remain hedged on gold production by initiating a

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

price protection program in order to ensure it can profitably extend operations at various operating mines. The details of the commodity contracts for the years 2023 and 2022 are as follows:

Company Year
Type
Contracts
Ounces
Maturity
Year
Type
Contracts
Ounces
Maturity
Year
Type
Contracts
Ounces
Maturity
Year
Type
Contracts
Ounces
Maturity
Year
Type
Contracts
Ounces
Maturity
Price(US/Oz) (1)
Hemco 2023 Put/Call 6 9,000 Jan - Jun 2024 Min: 1,950
Max: 2,173
Hemco 2022 Put/Call 24 12,000 Jan - Dec 2023 Min: 1,700
Max: 1,820
Hemco 2022 Put/Call 12 3,000 Jan -Jun 2023 Min: 1,650
Max: 1,760
Mineros S.A. 2022 Put/Call 24 12,000 Jan - Dec 2023 Min: 1,700
Max: 1,820
Mineros S.A. 2022 Put/Call 12 6,000 Jan -Jun 2023 Min: 1,650
Max: 1,760
Mineros S.A. 2022 Put/Call 12 3,000 Jan -Jun 2023 Min: 1,750
Max: 1,809
Mineros S.A. 2022 Put/Call 24 12,000 Jan - Dec 2023 Min: 1,800
Max: 1,884
  1. Minimum and maximum prices are weighted averages of different put and call options.

The resulting fair values of the outstanding commodity contracts as at December 31, 2023 have been recognized, on a net basis, in derivative liabilities on the Mineros statement of financial position. These derivative instruments were not designated as hedges by the Company and are marked-to-market at the end of each reporting period with the mark-to market adjustment recorded in the statement of loss. The commodity contracts are marked-to-market using a Black and Scholes valuation model which uses quoted observable inputs and are classified as Level 2 in the fair value hierarchy. Details are as follows:

Item
31/12/2023
31/12/2022
Item
31/12/2023
31/12/2022
Item
31/12/2023
31/12/2022
Gain (Loss) on Money market hedge(1) 1,154 (2,474)
Loss on realized gold sales hedge(2) (5,860) 1,526
Realized hedge Loss, net (4,706) (948)
  1. Gain and loss recognized as revenue in the statement of profit or loss.

  2. Balance included in sales of gold.

12 CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's audited consolidated financial statements for the year ended December 31, 2023 and 2022 are prepared in accordance with IFRS. The recent accounting pronouncements and significant accounting policies applied are described in Note 3 and Note 4, respectively, to the Company's audited consolidated financial statements for the year ended December 31, 2023 and 2022.

In preparing our audited consolidated financial statements in accordance with IFRS, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Critical accounting estimates represent estimates that are uncertain and for which changes in those estimates could materially impact the Company's consolidated financial statements. Actual future outcomes may differ

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

from present estimates. Management reviews its estimates and assumptions on an ongoing basis using the most current information available.

The critical judgments and key sources of estimation uncertainties in the application of accounting policies during the quarters ended December 31, 2023 and 2022 are disclosed in Note 3 to the Company's audited consolidated financial statements for the three months and year ended December 31, 2023 and 2022.

13 INTERNAL CONTROLS OVER FINANCIAL REPORTING AND DISCLOSURE

CONTROLS AND PROCEDURES

The Company’s disclosure controls and procedures (“DC&P”) have been designed to provide reasonable assurance that information required to be disclosed in the Company’s annual and interim filings, as such terms are defined under National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings and other reports filed or submitted under Canadian securities law is recorded, processed, summarized and reported within the time periods specified by those laws, and that material information is gathered and communicated to the Company’s management including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

An evaluation of the effectiveness of the Company’s DC&P, as defined under the rules of the Canadian Securities Administration, was conducted as at December 31, 2023, under the supervision of the CEO and CFO and with the participation of management. Based on the results of that evaluation, the CEO and CFO concluded that the information required to be disclosed in the Company’s annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported in accordance with securities legislation.

Internal Control over Financial Reporting

The CEO and CFO are responsible for designing internal controls over financial reporting (“ICFR”) or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. ICFR should include those policies and procedures that establish the following:

  • Maintenance of records in reasonable detail, that accurately and fairly reflect the transactions and dispositions of assets;

  • Reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable IFRS;

  • Receipts and expenditures are only being made in accordance with authorizations of management or the Board of Directors; and

  • Reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

The Company’s management, under supervision of the CEO and CFO, assessed the effectiveness of the Company’s ICFR based on the criteria established in Internal Control – Integrated Framework (2013) issued by The Committee of Sponsoring Organizations of the Treadway Commission and concluded that as at December 31, 2023, the Company’s ICFR was effective.

There has been no change in the Company’s ICFR that has materially affected, or is reasonably likely to materially affect, its ICFR during the period covered by this MD&A.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

Limitations of Disclosure Controls and Procedures and Internal Control over Financial Reporting

The Company’s management, including the CEO and CFO, believe that any ICFR and DC&P, no matter how well designed and operated, can have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that any design will not succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Additionally, management is required to use judgment in evaluating DC&P and ICFR.

14 CAUTIONARY NOTES AND ADDITIONAL INFORMATION

Cautionary Statement on Forward Looking Information

This MD&A contains “forward looking information” within the meaning of applicable Canadian securities laws. Forward looking information includes statements that use forward looking terminology such as “may”, “could”, “would”, “will”, “should”, “intend”, “target”, “plan”, “expect”, “budget”, “estimate”, “forecast”, “schedule”, “anticipate”, “believe”, “continue”, “potential”, “view” or the negative or grammatical variation thereof or other variations thereof or comparable terminology. Such forward looking information includes, without limitation, statements with respect to the Company’s outlook for 2023; Mineral Reserve and Mineral Resource estimates; estimates for future mineral production and sales; the Company’s expectations, strategies and plans for the Material Properties; the Company’s planned exploration, development and production activities; statements regarding the projected exploration and development of the Company’s growth projects; adding or upgrading Mineral Resources and developing new mineral deposits; estimates of future capital and operating costs; the costs and timing of future exploration and development; the timing, receipt and maintenance of necessary approvals, licenses and permits from applicable governments, regulators or third parties; estimates for future prices of gold and other minerals; future financial or operating performance and condition of the Company and its business, operations and properties, including expectations regarding liquidity, capital structure, competitive position and payment of dividends; expectations regarding future currency exchange rates; and any other statement that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements.

Forward looking information is based upon estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this MD&A including, without limitation, assumptions about: favourable equity and debt capital markets; the ability to raise any necessary additional capital on reasonable terms to advance the production, development and exploration of the Company’s properties and assets; future prices of gold and other metal prices; the timing and results of exploration and drilling programs, and technical and economic studies; the development of the Porvenir Project; completion of its drilling programs; the accuracy of any Mineral Reserve and Mineral Resource estimates; the geology of the Material Properties being as described in the applicable technical reports; production costs; the accuracy of budgeted exploration and development costs and expenditures; the price of other commodities such as fuel; future currency exchange rates and interest rates; operating conditions being favourable such that the Company is able to operate in a safe, efficient and effective manner; political and regulatory stability; the receipt of governmental, regulatory and third party approvals, licenses and permits on favourable terms; obtaining required renewals for existing approvals, licenses and permits on favourable

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

terms; requirements under applicable laws; sustained labour stability; stability in financial and capital goods markets; inflation rates; availability of labour and equipment; positive relations with local groups, including artisanal mining cooperatives in Nicaragua, and the Company’s ability to meet its obligations under its agreements with such groups; and satisfying the terms and conditions of the Company’s current loan arrangements. While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward looking information. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct.

Forward looking information involves known and unknown risks, uncertainties and other factors, and does not guarantee future performance. Risks and uncertainties that may cause actual results or developments to be materially different from those expressed in forward looking information include, without limitation:

  • gold prices are volatile and may be lower than expected;

  • changes in regulation may increase the Company’s costs of doing business, restrict its operations or result in the imposition of fines, revocation of permits or facilities shutdowns;

  • there may be material differences between the Company’s estimates of Mineral Reserves and the mineral quantities that are actually recovered, and mineral grades may prove to be lower than expected;

  • the Company may fail to obtain, renew, or maintain in effect necessary permits and licenses, or comply with the law;

  • risks associated with environmental management and compliance;

  • the Company may be unable to replace depleted Mineral Reserves;

  • cost and timing of exploration, development, and production;

  • the Company’s geological, metallurgical, engineering, title, environmental, social, governmental, economic and financial assessments may prove materially incorrect;

  • energy supply interruptions or increases in energy costs may materially and adversely affect our results of operations;

  • the Company may experience failures of information systems or security breaches;

  • future acquisitions may require significant expenditures and may result in inadequate returns;

  • the Company may fail to implement its business strategy;

  • opposition to mining may arise;

  • title to the Company’s properties may be disputed;

  • the Company may become subject to legal proceedings or tax reassessments, which may be costly;

  • the Company may be unable to hire, retain, and motivate highly skilled personnel as required;

  • the Company may fail to maintain satisfactory health and safety conditions and labour relations, and may experience labour disruptions;

  • actual production, capital and operating costs may be different than those anticipated, especially during mining cycle peaks, or as a result of higher than anticipated inflation or labour costs;

  • geological, hydrological and climatic events could suspend mining operations or increase costs;

  • infrastructure failures;

  • equipment and supply shortages;

  • the Company may be subject to employee and contractor misconduct;

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

  • the Company will incur increased costs as a result of complying with the reporting requirements, rules and regulations affecting Canadian public issuers;

  • political, economic, environmental, tax, security, and other risks associated with operating in emerging markets;

  • risks and uncertainties relating to economic and political conditions in Colombia, Nicaragua, and Chile;

  • the Company’s properties may be nationalized or expropriated for less than their fair value; and

  • • the Company may experience conflicts with artisanal and small-scale miners.

Although the Company has attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward looking information, there may be other factors that cause actions, events, conditions, results, performance or achievements to differ from those anticipated, estimated or intended.

For further information of these and other risk factors, please see the ‘‘Risk Factors” section of the Company’s annual information form dated March 30, 2023, available on SEDAR+ at www.sedarplus.com. For clarity, Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability and inferred resources are considered too geologically speculative for the application of economic considerations.

The Company cautions that the foregoing lists of important assumptions and factors are not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward looking information contained herein. 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. Accordingly, readers should not place undue reliance on forward looking information.

Forward looking information contained herein is made as of the date of this MD&A and the Company disclaims any obligation to update or revise any forward looking information, whether as a result of new information, future events or results or otherwise, except as and to the extent required by applicable securities laws.

Industry and Market Data

This MD&A includes market, industry and economic data which was obtained from various publicly available sources and other sources believed by the Company to be true. Although the Company believes it to be reliable, the Company has not independently verified any of the data from third party sources referred to in this MD&A, or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained the underlying economic and other assumptions relied upon by such sources. The Company believes that its market, industry and economic data is accurate and that its estimates and assumptions are reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market, industry and economic data used in this MD&A are not guaranteed, and the Company does not make any representation as to the accuracy or completeness of such information.

Note to U.S. Investors Concerning Estimates of Indicated and Inferred Resources

Disclosure regarding Mineral Reserve and Mineral Resource estimates included in this MD&A was prepared in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, and “mineral resource” are Canadian mining terms as defined in NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION

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For the three months and year ended December 31, 2023

(“CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves (the “CIM Definition Standards”), adopted by the CIM Council, as amended.

In 2019, the United States Securities and Exchange Commission (“SEC”) adopted amendments to its disclosure rules (the “SEC Modernization Rules”) to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Securities Exchange Act of 1934, as amended, which are codified in Regulation S-K subpart 1300. Under the SEC Modernization Rules, the historical property disclosure requirements for mining registrants included in SEC Industry Guide 7 have been replaced. As a non-reporting issuer under United States securities laws, the Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Definition Standards. The SEC Modernization Rules include the adoption of terms describing mineral reserves and mineral resources that are substantially similar to the corresponding terms under the CIM Definition Standards. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”. In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be substantially similar to the corresponding CIM Definition Standards.

Shareholders resident in the United States are cautioned that while terms are substantially similar to CIM Definition Standards, there are differences in the definitions and standards under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as “proven reserves”, “probable reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 will be the same as the reserve or resource estimates prepared under the standards adopted under the SEC Modernization Rules.

Qualified Person

Scientific and technical information contained in this MD&A has been reviewed and approved by Luis Fernando Ferreira de Oliveira, MAusIMM CP (Geo), Mineral Resources and Reserves Manager for Mineros S.A., who is a qualified person within the meaning of NI 43-101.

Additional Information

Additional information relating to the Company, including the Company’s most recent annual information form, is available on SEDAR+ at www.sedarplus.com.

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