AI assistant
Mineros S.A. — Management Reports 2025
May 8, 2025
48080_rns_2025-05-08_b8689d4c-9bce-47cb-a37d-b97c8feded50.pdf
Management Reports
Open in viewerOpens in your device viewer
MINEROS S.A.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS
For the three months ended March 31, 2025
(Thousands of United States Dollars)
Mineros
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
| Contents | Page |
|---|---|
| 1. OVERVIEW OF THE BUSINESS | 1 |
| 2. STRATEGY | 1 |
| 3. HIGHLIGHTS | 1 |
| 4 OUTLOOK | 7 |
| REVIEW OF OPERATIONS | 9 |
| 6 REVIEW OF FINANCIAL RESULTS | 17 |
| 7 QUARTERLY FINANCIAL AND OPERATING RESULTS | 19 |
| 8 FINANCIAL CONDITION & LIQUIDITY | 20 |
| 9 RELATED PARTIES | 25 |
| 10 NON-IFRS AND OTHER FINANCIAL MEASURES | 25 |
| 11 RISK FACTORS | 33 |
| 12 CRITICAL ACCOUNTING POLICIES AND ESTIMATES | 36 |
| 13 INTERNAL CONTROLS OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES | 36 |
| 14 CAUTIONARY NOTES AND ADDITIONAL INFORMATION | 37 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis ("MD&A") is dated May 8, 2025, and relates to the financial condition and results of operations of Mineros S.A. ("Mineros" or the "Company") for the three months ended March 31, 2025, and should be read in conjunction with the unaudited condensed interim consolidated financial statements of the Company and related notes for the periods ended March 31, 2025 and 2024, 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 ended March 31, 2025 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;
- Average realized price per ounce of gold sold; and
- Average realized price per ounce of silver sold.
Reconciliations associated with the above performance measures can be found in Section 10 – Non-IFRS and Other Financial Measures in this MD&A.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
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 (the "Luna Roja Deposit") at the Hemco Property. Mineros also holds a 20% interest in the La Pepa project (the "La Pepa Project") in Chile, an exploration project.
The Company has 50 years of experience developing and operating mining assets in Central and South America. The Company's common shares are listed on the Colombia Stock Exchange ("BVC") and on the Toronto Stock Exchange ("TSX") and trade under the symbols "Mineros: CB" and "MSA" respectively. 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 the Americas. 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 funding any investment activities and servicing the Company's debt.
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.
3. HIGHLIGHTS
3.1 Operational and Corporate Highlights for the three months ended on March 31, 2025
- Record revenue of $160,560.
- Produced 54,243 ounces of gold, 30,999 ounces from our Nicaraguan operations, 5% lower when compared with the first quarter of 2024 and 23,244 from our Colombian operations, 21% higher than the first quarter of 2024.
- Average realized price per ounce of gold sold¹ was $2,881.
- Produced 77,259 ounces of silver during the first quarter of 2025, down 68% from the same period in 2024.
- Cost of sales of $96,402.
- Cash Cost per ounce of gold sold¹ was $1,437.
- AISC per ounce of gold sold¹ was $1,685.
- Net cash flows generated by operating activities of $11,634.
- Record net profit of $38,007.
- Earnings per share of $0.13 (basic and diluted earnings).
- $81,261 in cash and cash equivalents as at March 31, 2025.
- $28,098 in loans and other borrowings as at March 31, 2025.
- Paid $7,476 in dividends in January 2025.
¹ Average realized price per ounce of gold sold, Cash Cost per ounce of gold sold, and all in sustaining costs ("AISC") per ounce of gold sold, are non-IFRS financial measures 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
Dividends declared
On March 31, 2025, the General Shareholders Assembly approved the distribution of the Company's profits by way of an annual ordinary dividend of $0.10 per share, payable quarterly, in four equal installments of $0.025, or approximately $29,974 in total for the year, calculated based on the number of shares issued and outstanding as at March 31, 2025.
The Canadian record dates and Canadian/Colombian payment dates for the ordinary and extraordinary dividends are set out in the table directly below:
| Record Date | Payment Date | ($) | Amount per share (COP$) | |
|---|---|---|---|---|
| Ordinary Dividend | April 24, 2025 | May 02, 2025 | 0.025 | 102.28 |
| July 25, 2025 | August 01, 2025 | 0.025 | 102.28 | |
| October 27, 2025 | November 04, 2025 | 0.025 | 102.28 | |
| January 26, 2026 | February 02, 2026 | 0.025 | 102.28 |
Public Tender Offer by Controlling Shareholder
On March 25, 2025, Sun Valley Investments AG ("Sun Valley") acquired 77,931,725 common shares, representing 26% of the Company's issued and subscribed shares upon settlement of a public tender offer (Oferta Publica de Adquisicion, or "OPA") made through the BVC. Immediately prior to the OPA, Sun Valley beneficially owned or exercised control or direction over 92,477,823 common shares, representing 30.85% of the issued and subscribed shares. Following the OPA settlement, Sun Valley beneficially owned or exercised control or direction over 170,409,548 common shares representing approximately 56.85% of the issued and subscribed shares.
Changes in Board of Directors and Management
At the General Shareholders Assembly, five new members were appointed to the board of directors: Andres Restrepo, Augusto López, Hernán Rodriguez, Natalia Correa and Felipe J. Martins, and four members were re-elected: Sofia Bianchi, Marco Izquierdo, Michael Doyle and Daniel Henao. All nine members of the board will hold office until they resign or until the next General Shareholders Assembly.
Effective April 8, 2025, David Londoño was appointed as President and CEO of Mineros. Mr. Londoño has more than 35 years of experience in the mining sector, and has held technical, operational and management positions in international companies such as OceanaGold Corporation, Kirkland Lake Gold Inc., AngloGold Ashanti Limited, and Barrick Gold Corp. He holds a Bachelor of Science, Mine Engineering from Universidad Nacional de Colombia, a Master of Science in Earth and Systems Engineering from Colorado School of Mines, and an MBA from Regis University.
Approval of Normal Course Issuer Bid / Repurchase of Shares
On March 31, 2025, the General Shareholders Assembly considered and approved a shareholder-proposed resolution authorizing the Company, at the discretion of the board of directors of the Company, to repurchase its common shares by way of market purchases on the Colombia Stock Exchange and/or the Toronto Stock Exchange, up to a maximum aggregate amount of US$12 million over a period not to exceed two years.
Under Colombian law, shareholders are required to approve any repurchase by a corporation of its own shares. Such approval was granted to provide the board of directors the flexibility to undertake one or more issuer bids over the next two years, at its discretion, subject to applicable rules and regulations in Canada and Colombia.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
Subsequent events
There are no material events that have occurred following the period ended March 31, 2025 which require disclosure.
3.2 Financial Highlights
The following table summarizes quarterly financial highlights for the three ended March 31, 2025 and 2024.
| Three Months Ended On March 31, | Variation | |||
|---|---|---|---|---|
| 2025 | 2024 | $ | % | |
| Revenue | 160,560 | 114,148 | 46,412 | 41 % |
| Cost of sales | (96,402) | (80,678) | (15,724) | 19 % |
| Gross Profit | 64,158 | 33,470 | 30,688 | 92 % |
| Profit for the period | 38,007 | 16,774 | 21,233 | 127 % |
| Net Profit for the period | 38,007 | 16,774 | 21,233 | 127 % |
| Basic and diluted earnings per share ($/share) | 0.13 | 0.06 | 0.07 | 127 % |
| Average realized price per ounce of gold sold ($/oz) 1 | 2,881 | 2,067 | 814 | 39% |
| Cash Cost per ounce of gold sold ($/oz) 1 | 1,437 | 1,174 | 263 | 22% |
| AISC per ounce of gold sold ($/oz) 1 | 1,685 | 1,429 | 256 | 18% |
| Adjusted EBITDA1 | 71,300 | 40,654 | 30,646 | 75 % |
| Net cash flows generated by operating activities | 11,634 | 10,105 | 1,529 | 15% |
| Net free cash flow1 | (1,080) | (1,897) | 817 | (43%) |
| ROCE1 | 40 % | 32 % | 8 % | 24% |
| Net Debt 1 | (53,163) | (14,215) | (38,948) | 274% |
| Dividends paid | 7,476 | 5,239 | 2,237 | 43 % |
- Average realized price per ounce of gold sold, Cash Cost per ounce of gold sold, AISC per ounce of gold sold, Adjusted EBITDA, net free cash flow and Net Debt are non-IFRS 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 March 31, 2025
- Revenue increased by 41% to $160,560 during the first quarter of 2025, compared with $114,148 in the first quarter of 2024, with realized gold sales of $156,272 at an average realized price per ounce of gold sold of $2,881, compared with realized gold sales of $106,962 at an average realized price per ounce of gold sold of $2,067 for the first quarter of 2024. The increase in revenue in the first quarter of 2025 is due to a 39% increase in the average realized price per ounce of gold sold, and a 5% increase in ounces of gold sold, offset by a 55% decrease in sales of silver of $3,055.
- Cost of sales increased by 19% to $96,402 during the first quarter of 2025, compared with $80,678 in the first quarter of 2024. This increase was primarily due to: (i) higher gold price which increase the costs to purchase ore from artisanal miners by $9,615 or 61%; (ii) slight increases in operating costs across the Company's operations generally, including maintenance and materials cost of $1,194 (higher tonnage and gold produced), labour costs of $1,959, tax costs of 1,583, and an increase in depreciation and amortization of 1,585.
- Gross Profit increased by 92% to $64,158 in the first quarter of 2025, compared with $33,470 in the first quarter of 2024, due to higher gold prices combined with more ounces of gold sold.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
- Profit for the period more than doubled to $38,007 or $0.13 per share during the first quarter of 2025 from $16,774 or $0.06 per share during the first quarter of 2024.
- Adjusted EBITDA was $71,300 during the first quarter of 2025, up 75% compared with $40,654 during the first quarter of 2024, mainly due to the higher revenue.
- Net cash flow generated by operating activities was up 15%, totaling $11,634 in the first quarter of 2025, compared with $10,105 in the first quarter of 2024. The Company's net free cash flow was negative for the three months ended March 31, 2025 and totaled $1,080, an improvement from the negative free cash flow of $1,897 in the same period of 2024, mainly due to the increase in cash generated by operating activities of $1,529 and a decrease in sustaining capital expenditures of $1,219, partially offset by higher dividends paid of $2,237.
- Dividends Paid during the first quarter of 2025 were $7,476, compared with $5,239 in the same period of 2024, up 43% due to the extraordinary dividend approved at the ordinary meeting of the General Shareholders' Assembly in March 2024; and
- ROCE was 40% as at March 31, 2025 compared with ROCE of 32% as at March 31, 2024; the increase is due to the 38% higher Adjusted EBITDA for the last 12 months, along with a 20% increase in average capital employed, partially offset with a moderate increases in current assets.
- Net Debt was $(53,163) as at March 31, 2025, compared with $(14,215) as at March 31, 2024; due to 44% higher cash and cash equivalents of $81,261, together with 13% lower loans and other borrowings of $28,098, reflecting a strong cash position.
- During the first quarter of 2025, capital investments² of $21,175 were made into existing mines, and exploration and growth projects, compared with $14,363 in the first quarter of 2024; this increase of 47% is described in Section 8 under the Capital Expenditures for the three months ended March 31, 2025.
3.3 Operational Highlights for the three months ended March 31, 2025
The following table sets forth the gold produced by the operations of the Company for the three months ended March 31, 2025 and 2024 with a discussion of the operational highlights for the same periods:
| Three Months Ended March 31, | Variation | |||
|---|---|---|---|---|
| 2025 | 2024 | ounces | % | |
| Nechi Alluvial Property (Colombia) | 23,244 | 19,212 | 4,032 | 21 % |
| Hemco Property | 6,821 | 8,182 | (1,361) | (17)% |
| Artisanal Mining | 24,178 | 24,347 | (169) | (1)% |
| Nicaragua | 30,999 | 32,529 | (1,530) | (5)% |
| Total Gold Produced | 54,243 | 51,741 | 2,502 | 5 % |
| Total Silver Produced | 77,259 | 242,649 | (165,390) | (68%) |
² Capital investments refers to additions to exploration, property, plant and equipment, and intangibles (which includes asset retirement obligation amounts and leases) for the Nechi 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 7 of our unaudited condensed interim consolidated financial statements for the three months ended on March 31, 2025.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
- Gold production increased by 5% as 54,243 ounces of gold were produced during the first quarter of 2025, compared with 51,741 ounces in the first quarter of 2024. The increase in production is the result of 21% higher production at the Nechi Alluvial Property offset by a 5% lower production at the Hemco Property.
- Cash Cost & AISC: Cash Cost per ounce of gold sold in the first quarter of 2025 was $1,437 and AISC per ounce of gold sold was $1,685, compared with Cash Cost per ounce of gold sold of $1,174 and AISC per ounce of gold sold of $1,429 for the first quarter of 2024. The 22% increase in Cash Cost per ounce of gold sold is mainly explained by the 19% increase in the cost of sales, due to higher gold prices, along with a 5% increase in ounces of gold sold. The increase in AISC per ounce of gold sold is explained by the increase in the Cash Costs per ounce of gold sold, offset by a 16% decrease in sustaining capital expenditures.³
- Exploration and Evaluation Expenditures: for the three months ended March 31, 2025, the Company incurred $1,037 in capital expenditures, an increase of 66% compared with the first quarter of 2024. The increase is due to higher expenditures of $413 at the Porvenir Project, and a 44% decrease in additional expenditures due to lower expenses in the regional exploration program at the Hemco Property.
| Three Months Ended March 31, | Variation | |||
|---|---|---|---|---|
| 2025 | 2024 | $ | % | |
| E&E expenditures capitalized¹ | $ 1,037 | $ 624 | $ 413 | 66 |
| E&E expenditures expensed² | 895 | 1,604 | (709) | (44) |
| Total | $ 1,932 | $ 2,228 | $ (296) | (13) |
- Capitalized E&E expenditures are reflected in E&E projects in the consolidated statements of financial position.
- Expensed E&E expenditures are reported in the consolidated statement of profit or loss for the respective period under "Exploration expenses"
4 OUTLOOK
2025 Guidance
For 2025, we expect gold production to be between 201,000 and 223,000 ounces, building on the consistent performance of our Nicaragua underground mines and partnerships with artisanal miners and the improved performance at the Nechi Alluvial Property. We remain focused on operational excellence and delivering strong returns for our shareholders.
As gold prices continue to increase, Mineros will continue to make production decisions at its Hemco Property, similar to those made in the first quarter of 2025 to maximize gold production, which may result in a different split in production between the Company's Pioneer and Panama Mines and artisanal mining production than originally anticipated and upon which the original guidance was provided. The higher gold prices will also result in higher Cash
³ For information regarding the composition of sustaining capital expenditures, see Section 10 - Non-IFRS and Other Financial Measures – All-In Sustaining Costs.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
Costs per ounce of gold sold and AISC per ounce of gold sold at the Hemco Property as our artisanal mining partners are paid a relatively stable percentage of the spot price for gold.
The following table summarizes the Company's production in the first quarter of 2025 relative to 2025 full-year guidance:
| Production Gold Q1 2025 1 | 2025 Guidance 1 | |
|---|---|---|
| Nechi Alluvial Property | 23,244 | 81,000 - 91,000 |
| Hemco Property | 6,821 | 33,000 - 36,000 |
| Company Mines | 30,065 | 114,000 - 127,000 |
| Artisanal | 24,178 | 87,000 - 96,000 |
| Consolidated | 54,243 | 201,000 - 223,000 |
1 Production guidance for silver is not provided by the Company, as we treat it as a by-product and the volumes of silver are rather small relative to gold production.
The following table summarizes the Company's cash cost and AISC in the first quarter of 2025 relative to 2025 full-year guidance:
| Cash Cost per ounce of gold sold | Q1 2025 | 2025 Guidance ($/oz) 1 |
|---|---|---|
| Nechí Alluvial Property | 1,129 | 1,220 - 1,320 |
| Hemco Property | 1,677 | 1,420 - 1,520 |
| Consolidated | 1,437 | 1,340 - 1,430 |
| AISC per ounce of gold sold | ||
| Nechí Alluvial Property | 1,295 | 1,440 - 1,540 |
| Hemco Property | 1,855 | 1,680 - 1,780 |
| Consolidated | 1,685 | 1,650 - 1,750 |
- These measures are forward-looking non-IFRS financial measures. Guidance for 2025 Cash Cost per ounce of gold sold and AISC per ounce of gold sold assume an average realized gold price of $2,600/oz, and an exchange rate COP/USD of COP$4,200, and inflation of 6.5%. For further information concerning the equivalent historical non-IFRS financial measures, see Section 10 – Non-IFRS and Other Financial Measures in this MD&A.
We are currently maintaining our guidance on both production and costs as we are on track to meet guidance. With respect to costs, we are constantly reviewing our Cash Costs and AISC per ounce of gold sold as the volatility of gold prices continues to affect our Hemco Property.
Guidance for 2025 is forward-looking information, and readers are cautioned that actual results may vary. We refer readers to the risks and assumptions contained in Section 14 – Cautionary Notes and Additional Information – Cautionary Statement on Forward-Looking Information.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
REVIEW OF OPERATIONS
5.1 Segmented Financial and Operating Highlights
Three months ended March 31, 2025, compared with the same period in 2024
In the first quarter of 2025, the Company produced 54,243 ounces of gold, 5% higher than the 51,741 ounces of gold produced in the first quarter of 2024. The increase is mainly due to higher grades.
The following table provides the Company's financial and operating results for the three months ended March 31, 2025 by operating segment:
| Operating Segment | Three Months Ended March 31, | Revenue ($) | Gold Produced (oz) | Cash Cost^{1} ($/oz) | AISC^{1} ($/oz) |
|---|---|---|---|---|---|
| Nechí Alluvial Property (Colombia) | 2025 | 68,403 | 23,244 | 1,129 | 1,295 |
| 2024 | 41,207 | 19,212 | 1,039 | 1,240 | |
| Hemco Property (Nicaragua) | 2025 | 92,017 | 30,999 | 1,677 | 1,855 |
| 2024 | 72,785 | 32,529 | 1,273 | 1,463 | |
| Total^{2 3} | 2025 | 160,560 | 54,243 | 1,437 | 1,685 |
| 2024 | 114,148 | 51,741 | 1,174 | 1,429 |
- Cash Cost per ounce of gold sold and AISC per ounce of gold sold are non-IFRS financial measures. The composition of Cash Cost and AISC were revised in Q2 2024. The composition of Cash Cost and AISC for the Nechi Alluvial Property (Colombia) segment was revised in Q4 2024. Comparative Cash Cost per ounce of gold sold and AISC per ounce of gold sold values have been adjusted from amounts previously disclosed to reflect these changes. See Section 10 - Non-IFRS and Other Financial Measures in this MD&A.
- Consolidated calculation for revenue excludes intercompany transactions.
- Total revenue includes non-mining operations and the elimination of intercompany transactions that are not included in the Material Properties (segments) presented, for a total net amount of $140 in 2025, (2024 $156) For more information regarding segments, please refer to note 6 of our unaudited condensed interim consolidated financial statements.
5.2 Mineral Property Updates
5.2.1 Operations
5.2.1.1 Nechi Alluvial Property, Colombia
Operating and financial data for the Nechi Alluvial Property were as follows:
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Operating Data | ||
| m^{3} processed^{1 2} | 12,374,212 | 10,617,058 |
| Gold grade (mg/m^{3})^{1 3} | 69 | 80 |
| Gold Recovery Rate^{4} | 84 % | 70 % |
| Gold Produced (oz)^{5} | 23,244 | 19,212 |
| Silver Produced (oz) | 2,161 | 1,793 |
| Financial Data | ||
| Revenue | $ 68,403 | $ 41,207 |
| Cost of sales | $ (38,291) | $ (29,502) |
| Gross Profit | $ 30,112 | $ 11,705 |
| Cash Cost per ounce of gold sold ($/oz)^{6} | $ 1,129 | $ 1,039 |
| AISC per ounce of gold sold ($/oz)^{6} | $ 1,295 | $ 1,240 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
- To align with the recently published NI43-101 Technical Report, on March 31, 2025, the methodology for calculating total volume (m³ processed) and grade (Gold grade) has been updated. Previously, these figures were reported using a 2D approach that did not account for external dilution. This dilution includes material introduced from pit wall sloughing, tailings or previously processed material re-entering the dredging system. Additionally, overburden layers captured during excavation due to the operational challenges of working in submerged conditions. The revised approach is informed by reconciliation data from past operations, comparing planned (in-situ) volumes with actual (diluted) dredged volumes. For reference (2D approach): Q1-2024 - 9,081,362 m³ processed, Gold Grade: 73 mg/m³ and Q1-2025 - 9,367,316 m³ processed, Gold Grade: 85 mg/m³.
- The total volume includes both the diluted mineralized material and overburden material.
- The gold grade is reported to be between 890 and 910 fineness, or between 89% and 91% gold in the final doré bar.
- Recovery rate is based on the reconciliation factor or the percentage of gold recovered versus the estimated amount of gold.
- Gold produced is reported to be between 890 and 910 fineness, or between 89% and 91% gold in the final doré bar.
- Cash Cost per ounce of gold sold and AISC per ounce of gold sold are non-IFRS financial measures. The composition of Cash Cost and AISC were revised in Q2 2024. The composition of Cash Cost and AISC for the Nechi Alluvial Property (Colombia) segment was revised in Q4 2024. Comparative Cash Cost per ounce of gold sold and AISC per ounce of gold sold values have been adjusted from amounts previously disclosed to reflect these changes. See Section 10 - Non-IFRS and Other Financial Measures in this MD&A.
Operating and Financial Highlights: Three months ended March 31, 2025
Revenue for the first quarter of 2025 was higher compared with the same period in 2024, due to a 39% increase in the average realized price per ounce of gold combined with a 21% increase in gold production due to significant increase in recovery and higher processed volume, offset by a decrease in gold grade.
Gross profit for the first quarter of 2025 was 157% higher than in the first quarter of 2024. While revenue increased due to higher gold prices and higher gold production, this increase was partially offset by a 30% increase in the cost of sales due to an increase in i) ounces of gold sold, ii) expenses associated with formalized mining of $2,425, iii) maintenance and services of $1,864, iv) taxes of $1,592 and, v) labour costs of $1,226.
Cash Cost per ounce of gold sold for the first quarter of 2025 was 9% higher than the same period of 2024, and AISC per ounce of gold sold was 4% higher, due to higher labour and services costs and increased maintenance and materials costs, offset by a decrease in sustaining capital expenditures of $445.
Hemco Property, Nicaragua
Operating and financial data for the Company's producing underground mines for the Hemco Property which exploit the Panama deposit (the "Panama Mine"), the Pioneer deposit (the "Pioneer Mine"), and artisanal mining were as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Operating Data | ||
| Tonnes of ore milled | 189,395 | 171,576 |
| Gold grade (grams/tonne) | 5.8 | 6.7 |
| Gold Metallurgical Recovery Rate | 88 % | 88 % |
| Gold Produced (Underground) (oz) | 6,821 | 8,182 |
| Gold Production (Artisanal Mining) (oz) | 24,178 | 24,347 |
| Silver Produced (oz) | 75,098 | 240,856 |
| Financial Data | ||
| Revenue | $ 92,017 | $ 72,785 |
| Cost of sales | $ (63,147) | $ (54,389) |
| Gross Profit | $ 28,870 | $ 18,396 |
| Cash Cost per ounce of gold sold ($/oz) | $ 1,677 | $ 1,273 |
| AISC per ounce of gold sold ($/oz) | $ 1,855 | $ 1,463 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
Production from our Hemco Property was 5% lower in the first quarter of 2025, mainly due to a 13% decrease in grades. This was offset by a 10% increase in tonnes processed due to improved plant availability compared with the first quarter of 2024. Production from our artisanal mining partners is coming in at lower grades than anticipated due to higher gold prices which have made lower grade material economic. Accordingly, we have reduced underground production from the Pioneer Mine and the Panama Mine to accommodate processing of more material from artisanal miners, which is higher grade than ore mined from our underground operations notwithstanding that it is lower grade than anticipated.
Operating and Financial Highlights: Three months ended March 31, 2025
Revenue for the first quarter of 2025 was 26% higher than during the first quarter of 2024, as a result of a 39% increase in average realized price per ounce of gold sold partially offset by a 5% decrease in ounces of gold sold.
Gross profit for the first quarter of 2025 was 57% higher compared with the first quarter of 2024, due to higher revenue, which was partially offset by 16% increase in cost of sales, mainly due to the increased cost to purchase artisanal material of $4,162 given the higher gold prices and a $2,311 increase in materials.
Cash Cost per ounce of gold sold and AISC per ounce of gold sold for the first quarter of 2025 were 32% and 27% higher than during the same period of 2024, due to the lower production of gold compared with the same period in 2024, partially due to lower grades and also due to the higher price of gold increasing the costs to purchase ore from artisanal miners.
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.
Two potential growth and exploration projects the Company is reviewing are the Porvenir Project and the Luna Roja Deposit, both located at the Hemco Property.
5.2.2.1 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 8,534 metres of diamond drilling in 27 holes was completed in the first quarter of 2025, achieving approximately 28% of the 2025 drilling plan. The objective of this campaign is to increase the Mineral Resources and Mineral Reserves at the Panama Mine and the Pioneer Mine. A total of 3,564 meters were drilled at the Panama Mine and 4,970 meters at the Pioneer Mine.
The Company experienced logistical challenges with platform contractors and limited availability of drill rigs due to maintenance from the third quarter of 2024 to the first quarter of 2025. This situation is now resolved and the plan is to complete the planned drilling on schedule.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
Mineros is updating the Mineral Resources and Mineral Reserves for the Panama Mine and Pioneer Mine, scheduled to be published in late 2025.
Brownfield Exploration, Hemco Property Expansion
Brownfield exploration is centered on the Bonanza block, which encompasses the concession areas between the Panama Mine and the Pioneer Mine. The mineralization belongs to the same epithermal gold trend that comprises the Panama and Pioneer mines, characterized by multiple quartz veins.
For 2025, Mineros has planned an 18,000-metre diamond drilling campaign to mainly evaluate two brownfield targets, Cleopatra and Orpheus. Brownfield drilling activities have not yet commenced due to prioritization of drilling efforts in the Panama and Pioneer Mines.
Porvenir Project
The Porvenir Project is a pre-development stage project located 10.5km southwest of the existing Hemco Property facilities. Mineralization consists of a volcanic hosted gold-zinc-silver deposit with epithermal quartz veins of intermediate sulphidation.
The Company is progressing as planned with the update of Mineral Resources and Mineral Reserves for the Porvenir Project, aiming to maximize its value, with the prefeasibility study optimization scheduled for completion in late 2025.
Guillermina Target
The Guillermina target is an epithermal zinc-gold-silver deposit, located four kilometres west of the Pioneer deposit.
For 2025, Mineros has planned a 2,000-metre diamond drilling campaign, however, greenfield drilling activities have not yet commenced due to delays in finalizing the drilling contracts.
The Company is planning to complete an initial Mineral Resource estimate for the Guillermina Target in 2025.
Leticia Deposit
The Leticia Deposit is an epithermal gold-silver-zinc deposit, located 500m northwest of the Porvenir Project.
For 2025, Mineros has planned a 1,300-metre diamond drilling campaign, however, greenfield drilling activities have not yet commenced due to delays in finalizing the drilling contracts.
Mineros is planning to update the Mineral Resource estimate for the Leticia deposit in 2025.
Luna Roja Deposit
The Luna Roja Deposit is a skarn gold system, located 24km 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 advancing a Mineral Resource update for the Luna Roja Deposit, with publication expected in late 2025.
Hemco Property Regional Exploration
Mineros' regional greenfield exploration is focused on two areas with early-stage targets: Rosita and Bonanza districts. The Bonanza district excludes the designated brownfield area known as the Bonanza block, see Brownfield Exploration, Hemco Property Expansion.
12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
A 14,500-metre drilling campaign is planned for 2025, with approximately 6,000 metres allocated for exploration in the Rosita District and 8,500 metres in the Bonanza District. Greenfield drilling activities have not yet commenced due to delays in finalizing the drilling contracts.
Due to laboratory delays, assay results from the Okonwas Target are now expected to be fully received in the second quarter of 2025. Preliminary observations have identified multiple semi-parallel thin veins containing chalcopyrite, sphalerite, and galena, indicating gold-zinc-silver mineralization.
5.2.2.2 Nechi Alluvial Property, Colombia
Near Mine Exploration, Nechi Alluvial Property Expansion
At the Nechi Alluvial Property, Mineros is exploring for alluvial gold predominantly east of the Nechi River, where the Company is currently mining within quaternary alluvial sediments.
A total of 2,420 meters in 83 holes were completed in the first quarter of 2025, approximately 25% of the Company's original drilling plan. The drilling focused on infill drilling within the current production area, with 566 metres completed in 19 holes of ward drilling and 1,854 metres in 64 holes of sonic drilling.
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 first quarter of 2025.
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.
Mineros has published its 2024 Sustainability Report, which serves as its disclosure to stakeholders regarding the annual results of its environmental, social, and governance management, and the progress of its corporate sustainability strategy. The report is available for download at https://www.mineros.com.co/.
Mineros continues to advance the implementation of its sustainability strategy across its six lines of action: social, environmental, climate, economic, health and safety, and human rights. In social management, notable achievements include the development of 55 community development programs in the areas of entrepreneurship, infrastructure, education, health, and community strengthening. With respect to environmental management, it is important to highlight the utilization of 78% of the hazardous and non-hazardous waste from our operations due to our practices and waste management centers. We are also progressing in the formulation of corporate strategies for water and climate change, and in strengthening due diligence processes in human rights and responsible supply chain management.
A significant achievement in 2024 was the overall reduction in annual accident rates. Mineros' employees teamwork, dedication to safety and consistency in following safety protocols have directly resulted in this significant achievement.
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 the Nechi Alluvial Property and the Hemco Property (the "Material Properties") are ISO 45001 (Occupational Health and Safety Management) certified.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
The following table presents the safety statistics for the three months ended March 31, 2025, and the comparative period in 2024.
| Health and Safety KPIs | Three Months Ended On March 31, | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Nechí Alluvial Property (Colombia) | LTIFR¹ | 0.62 | 0.53 |
| TRIFR² | 3.10 | 2.10 | |
| Hemco Property (Nicaragua) | LTIFR | 0.00 | 0.13 |
| TRIFR | 1.05 | 1.08 | |
| Mineros (Weighted Average) | LTIFR | 0.28 | 0.31 |
| TRIFR | 1.95 | 1.53 |
- Lost time injury frequency rate ("LTIFR") refers to the number of lost time injuries that occurred during a reporting period.
- Total recordable incident frequency rate ("TRIFR") combines all of the recorded fatalities, lost time injuries, cases or alternate work and other injuries requiring treatment by a medical professional.
Climate change and water management strategies
Mineros counts on a corporate climate strategy, composed of climate change adaptation plans and roadmaps for reducing scope 1 and 2 greenhouse gas emissions. Mineros' actions for reducing its carbon footprint belong in two main categories: technology and nature-based solutions.
In 2024, our scope 1 and 2 CO₂ emissions amounted to 84,042 tonnes CO₂ equivalent (CO²e). Mineros' carbon reduction strategies prioritize enhancing energy efficiency and increasing the use of renewable energy in key processes, alongside the assessment of nature-based solutions and innovations aimed at making alluvial dredging more environmentally friendly and minimizing deforestation-related emissions.
Mineros currently relies on a corporate water management strategy, based on its water footprint measured under the ISO 14046:2014 standard. The Company analyzed its water footprint to identify the main impacts of its production on water scarcity and quality, thereby assisting the Company to structure its corporate water management roadmap for 2025.
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 functions as the governing body for mining activities at the Hemco Property.
In 2024, Hemco further strengthened 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 noteworthy results of the model to date are: (i) the creation of networks of artisanal miner inspectors; (ii) the increase in the participation of women; and (iii) the implementation of safer winches. The model encourages teamwork as a central element in minimizing risks. As of March 31, 2025, 4,687 artisanal miners held life and accident insurance, up by 510 since December 31, 2024.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
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. 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. As of March 31, 2025 the model has created 290 direct jobs.
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 demand and the political and economic conditions of major gold-producing and gold-consuming countries throughout the world.

Source: Bloomberg
During the first quarter of 2025, gold price had a positive performance, trading in an upward trend between $2,636.47/oz. and a maximum of $3,123.57/oz during this period. The closing price of the quarter was $3,123.57/oz, which represents an increase of 17.52% compared with the closing price for the fourth quarter of 2024 of $2,657.9/oz. The average price for the quarter was $2,861.93/oz.
Gold reached a new record high during the first quarter of 2025. The main drivers for the positive trend in gold prices during the quarter were the weakening of the US dollar and the increase in global instability, derived from the concerns over United States trade policy and tariffs and central bank purchasing. These factors combined, generated a strong upward movement in the gold price in the quarter as investors sought gold as a safe asset, thus increasing the demand for the commodity.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
See Section 11 Risk Factors – Financial Instruments and Risks – (iii) Market Risk for information on hedging operations.
Foreign Currency Exchange Rates
Cash generated from gold sales are in US dollars, but some of the Company's costs are denominated in Colombian pesos and Nicaraguan cordobas. Accordingly, the COP$/US$ 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$/US$) and Nicaraguan cordoba (NIO/US$/) between January 1, 2025 and March 31, 2025. See Section 11 Risk Factors – Financial Instruments and Risks – (iii) Market Risk for information on hedging operations.


MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
6 REVIEW OF FINANCIAL RESULTS
Overview
The following table sets forth summarized results of operations for the three months ended March 31, 2025, and for the same period in 2024, from financial information extracted from the Company's unaudited condensed interim consolidated financial statements, which have been prepared in accordance with IFRS, for the periods noted.
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue | $ 160,560 | $ 114,148 |
| Cost of sales | (96,402) | (80,678) |
| GROSS PROFIT | $ 64,158 | $ 33,470 |
| Administrative expenses | (6,371) | (4,864) |
| Other income | 373 | 1,963 |
| Other expenses | (2,230) | (1,680) |
| Exploration expenses | (895) | (1,604) |
| Finance income | 797 | 493 |
| Finance expense | (2,034) | (2,087) |
| Foreign exchange differences | (151) | 177 |
| Share of results of associates | — | (40) |
| PROFIT FOR THE PERIOD BEFORE TAX | $ 53,647 | $ 25,828 |
| Current tax | (18,869) | (10,007) |
| Deferred tax | 3,229 | 953 |
| NET PROFIT FOR THE PERIOD | $ 38,007 | $ 16,774 |
| Basic and diluted earnings per share | $ 0.13 | $ 0.06 |
Review of the first quarter financial results
Profit from operations was $38,007 or $0.13 per share for the three months ended March 31, 2025, a 126.58% increase compared with $16,774 or $0.06 per share for the three months ended March 31, 2024, mainly due to an increase in gross profit of 92% or $30,688 due to higher revenue of $46,412, which was largely offset by an increase in cost of sales of $15,724, higher current tax expenses of $8,862, and a $1,507 increase in administrative expenses explained by the costs associated with share-based payments of $1,862, offset by lower insurance expenses of $312 and maintenance of $182.
The following tables relate to the operations of the Company.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
Revenue
| Three Months Ended March 31, | Variation | |||
|---|---|---|---|---|
| 2025 | 2024 | # | % | |
| Gold | ||||
| Ounces sold (oz) | 54,243 | 51,741 | 2,502 | 5 % |
| Average realized price per ounce of gold sold ($/oz) 1 | 2,881 | 2,067 | 814 | 39 % |
| Silver | ||||
| Ounces sold (oz) | 77,259 | 242,649 | (165,390) | (68)% |
| Average realized price per ounce of silver sold ($/oz) 1 | 33 | 23 | 10 | 43 % |
| Revenue | ||||
| Sales of gold | $ 156,272 | $ 106,962 | $ 49,310 | 46 % |
| Sales of silver | 2,539 | 5,594 | (3,055) | (55)% |
| Sales of metal | $ 158,811 | $ 112,556 | $ 46,255 | 41 % |
| Sales of electric energy | 1,609 | 1,435 | 174 | 12 % |
| Other revenue | 140 | 157 | (17) | (11)% |
| Total Revenue | $ 160,560 | $ 114,148 | $ 46,412 | 41 % |
- 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.
For the three months ended March 31, 2025 total revenue increased by 41% mainly because sales of gold increased by 46%, due to an increase in the average realized price per ounce of gold sold of 39% and the increase in ounces gold sold of 5%, partially offset by the decrease in ounces of silver of 55% or $3,055.
Cost of Sales
| Three Months Ended March 31, | Variation | |||
|---|---|---|---|---|
| 2025 | 2024 | $ | % | |
| Direct mining costs | $ 78,961 | $ 66,172 | $ 12,789 | 19 % |
| Depreciation and amortization | 13,269 | 11,684 | 1,585 | 14 % |
| Taxes and royalties | 3,702 | 2,119 | 1,583 | 75 % |
| Cost of electric energy | 470 | 703 | (233) | (33)% |
| Total Cost of Sales | $ 96,402 | $ 80,678 | $ 15,724 | 19 % |
During the first quarter of 2025, total cost of sales increased by 19% compared with the same quarter of 2024, explained mainly by: (i) the higher price of gold increasing the costs to purchase ore from artisanal miners by $9,615; (ii) slight increases in operating costs across the Company's operations generally, such us maintenance and materials cost of $1,194, labour costs of $1,959, taxes of 1,583, and an increase in depreciation & amortizations of $1,585.
18
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
Total income tax
| Three Months Ended March 31, | Variation | |||
|---|---|---|---|---|
| 2025 | 2024 | $ | % | |
| Current tax | $ (18,869) | $ (10,007) | $ (8,862) | 89 % |
| Deferred tax | 3,229 | 953 | 2,276 | 239 % |
| Total income tax | $ (15,640) | $ (9,054) | $ (6,586) | 73 % |
Current tax expense increased 73% in the three months ended on March 31, 2025 compared with the same period of 2024 due to higher profits before taxes. Deferred tax increased period over period by $2,276. This increase is explained by the change in the tax value of assets and liabilities in Colombia that fluctuates as the exchange rate changes. The revaluation of the US dollar for the period was 7%.
From the total deferred tax income for the period ended March 31, 2025 of $3,229 (2024: $953), temporary difference in property, plant and equipment accounted for $614 (2024: $(5)), and other assets for $533 (2024: $105), which were offset by differences in loans and other borrowings and current and non-current liabilities for a net of $2,082 (2024: $853).
7 QUARTERLY FINANCIAL AND OPERATING RESULTS
The following table sets forth selected quarterly financial information for each of the eight most recent quarters:
| 2025 | 2024 | 2023 | 2023 | |||||
|---|---|---|---|---|---|---|---|---|
| Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | |
| Financial Results^{1} | ||||||||
| Revenue^{1} | 160,560 | 150,158 | 140,876 | 133,384 | 114,148 | 130,427 | 101,371 | 116,623 |
| Net profit for the period^{1} | 38,007 | 23,195 | 28,507 | 18,076 | 16,774 | 21,765 | (32,507) | 12,552 |
| Basic and diluted earnings per share from continuing and discontinued operations ($) | 0.13 | 0.08 | 0.10 | 0.06 | 0.06 | 0.07 | (0.11) | 0.04 |
| Net cash flows generated by operating activities | 11,634 | 73,221 | 53,751 | 7,115 | 10,105 | 52,932 | 4,324 | 30,154 |
| Adjusted EBITDA^{1 2} | 71,300 | 56,895 | 62,903 | 49,647 | 40,654 | 53,364 | 33,379 | 47,649 |
| Dividends Paid | 7,476 | 7,475 | 7,476 | 7,473 | 5,239 | 5,228 | 5,241 | 5,213 |
| Expenditures on mining interests (cash basis) from continuing operations^{1 2} | ||||||||
| Sustaining capital expenditures^{3} | 4,486 | 8,313 | 6,592 | 5,515 | 5,705 | 9,822 | 5,646 | 4,938 |
| Sustaining exploration^{3} | 78 | 31 | 42 | 74 | 44 | 337 | 256 | 160 |
| Operating Results from continuing operations^{1} | ||||||||
| Gold Sold (oz) | 54,243 | 54,189 | 53,612 | 53,703 | 51,741 | 62,039 | 50,196 | 56,864 |
| Average realized price per ounce of gold sold ($/oz)^{2} | 2,881 | 2,662 | 2,477 | 2,327 | 2,067 | 1,975 | 1,921 | 1,964 |
| Silver Sold (oz) | 77,259 | 112,142 | 186,724 | 224,096 | 242,649 | 198,427 | 135,776 | 149,030 |
| Average realized price per ounce of silver sold ($/oz)^{2} | 33 | 31 | 30 | 29 | 23 | 24 | 24 | 24 |
| Cash Cost per ounce of gold sold ($/oz)^{2 4} | 1,437 | 1,408 | 1,235 | 1,304 | 1,174 | 1,018 | 1,180 | 1,044 |
| AISC per ounce of gold sold ($/oz)^{2 4} | 1,685 | 1,775 | 1,481 | 1,514 | 1,429 | 1,316 | 1,407 | 1,225 |
- 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.
- 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 Other Financial Measures in this MD&A
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
- For further information regarding the composition of sustaining capital expenditures and sustaining exploration, see Section 10 Non-IFRS and Other Financial Measures – All-In Sustaining Costs in this MD&A.
- The composition of Cash Cost and AISC were revised in Q2 2024. Comparative Cash Cost per ounce of gold sold and AISC per ounce of gold sold values have been adjusted from amounts previously disclosed to reflect these changes. See Section 10 - Non-IFRS and Other Financial Measures in this MD&A.
The revenue from operations is primarily driven by two key factors: gold production and gold prices. Over recent quarters, there has been a notable increase in gold prices, while production levels have remained relatively consistent.
Net profit for the period is primarily influenced by revenue and the cost of sales. Cost of sales consists of: i) artisanal mining costs at the Hemco Property which are closely tied to gold prices, thereby any increase in gold prices raises the costs of sales related to artisanal mining; and ii) operational costs at both the Nechi Alluvial Property and the Hemco Property that are dependent on production levels.
8 FINANCIAL CONDITION & LIQUIDITY
Balance Sheet Review
| As at March 31, 2025 | As at December 31, 2024 | Variation | ||
|---|---|---|---|---|
| $ | % | |||
| Total Current assets | $ 217,182 | $ 192,265 | $ 24,917 | 13 % |
| Total Non-current assets | 401,670 | 389,771 | 11,899 | 3 % |
| Total assets | $ 618,852 | $ 582,036 | $ 36,816 | 6 % |
| Total current liabilities | 133,482 | 106,022 | 27,460 | 26 % |
| Total non-current liabilities | 68,235 | 67,460 | 775 | 1 % |
| Total liabilities | $ 201,717 | $ 173,482 | $ 28,235 | 16 % |
| Total equity | $ 417,135 | $ 408,554 | $ 8,581 | 2 % |
Assets
Total current assets increased by $24,917, mainly due to an increase in trade and other receivables of $34,036 corresponding to the last shipment of gold partially offset by a decrease of $15,149 in cash and cash equivalents due to the payment of a quarterly dividend of $7,476. Income tax assets and other tax assets also increased by $6,097 and $3,689 respectively.
Total non-current assets increased by $11,899, due to an increase in property, plant, and equipment of $11,497 and an increase of $1,157 in inventories. The increase was offset by a decrease of $2,399 in intangible assets.
Liabilities
Total current liabilities increased by $27,460, principally due to an increase in other financial liabilities of $22,513, and income tax liabilities of $8,062, partially offset by a decrease of $2,938 in trade and other payables and a decrease of $2,480 in employee benefits. Historically, dividend payment liabilities constitute a significant proportion of the Company's current liabilities. Other financial liabilities are usually greatest at the end of the quarter in which dividends are declared at the ordinary meeting of the General Shareholders Assembly. This outstanding amount then declines through the following quarters, ending the year at its lowest amount.
Total non-current liabilities increased by $775, mainly due to the net effect of an increase in provisions and employee benefits offset by lower deferred tax and loans and other borrowings.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
Working Capital
As at March 31, 2025, the Company had cash and cash equivalents of $81,261 and working capital, defined as current assets less current liabilities, equal to $83,700 (December 31, 2024: $86,243). The Company has sufficient cash on hand, available credit, and liquidity to fully manage its business.
| As at March 31, 2025 | As at December 31, 2024 | |
|---|---|---|
| Total Current assets | $ 217,182 | $ 192,265 |
| Total current liabilities | 133,482 | 106,022 |
| Working capital | $ 83,700 | $ 86,243 |
| Cash and cash equivalents | 81,261 | 96,410 |
| Loans and other borrowings (current and non current) | 28,098 | 25,927 |
Working capital decreased by $2,543 during the quarter ended March 31, 2025. Working capital for the period was affected by an increase in current assets of $24,917, which was offset by an increase in current liabilities of $27,460, 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 March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash Flow | ||
| Net cash flows generated by operating activities | $ 11,634 | $ 10,105 |
| Net cash flows used in investing activities | (14,175) | (10,339) |
| Net cash flows used in financing activities | (12,578) | (10,915) |
| Increase (decrease) in cash and cash equivalents before effect of exchange rate changes | $ (15,119) | $ (11,149) |
| Effect of foreign exchange rate changes | (30) | (93) |
| Cash and cash equivalents at beginning of the period | 96,410 | 57,118 |
| Cash and cash equivalents at end of the period | $ 81,261 | $ 45,876 |
Net cash flows generated by operating activities for the first quarter of 2025 increased by $1,529 mainly due to $27,156 corresponding to higher receipts from sales of goods during the quarter offset by higher payments to suppliers of $16,016, higher payments of income tax of $8,419 and higher payments to employees and social securities for $2,806.
Net cash flows used in investing activities during the first quarter of 2025 increased by $3,836 compared with the first quarter of 2024, due to increased purchases of property, plant and equipment of $4,401 offset with higher sales of financial instruments of $556.
For the first quarter of 2025, net cash flows used in financing activities increased by $1,663, compared with the same quarter of 2024, explained mostly by higher dividends of $2,237, offset by lower payments of interest of $306 and lower payments of borrowings and lease liabilities of $144 and $187 respectively.
21
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
Capital Expenditures
Capital expenditures by country for the three months ended March 31, 2025, and 2024 include non-cash transactions such as leasing and asset retirement obligations and were as follows:
| Three Months Ended On March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Additions to Exploration Projects | $ | $ |
| Nechi Alluvial Property (Colombia) | $ 126 | $ 44 |
| Hemco Property (Nicaragua) | 911 | 580 |
| Total Additions to Exploration Projects | $ 1,037 | $ 624 |
Additions to property, plant and equipment and intangibles
| Nechi Alluvial Property (Colombia) | $ 3,858 | $ 2,947 |
|---|---|---|
| Hemco Property (Nicaragua) | 16,280 | 10,792 |
| Total Additions to property, plant and equipment and intangibles1 | $ 20,138 | $ 13,739 |
- Does not include additions to property, plant and equipment, exploration or intangibles of the Mineros corporate head office and other segments. For additional information on additions to exploration, property, plant and equipment, and intangibles. See note 6 of our unaudited condensed interim consolidated financial statements for the three ended March 31, 2025, and 2024.
Capital Expenditures: Three months ended March 31, 2025
During the first quarter of 2025, the Company's operations spent $21,175. Of these capital expenditures $3,984 was spent at the Nechí Alluvial Property and $17,191 was spent at the Hemco Property.
At the Nechí Alluvial Property, the majority of the $3,984 in capital expenditures were related to expansion projects of $1,866, maintenance and sustaining expenditures of $1,992, and exploration of $126.
At the Hemco Property, expenditures of $17,191, were mainly related to expansion projects of $7,993 which includes $5,399 for the expansion of the San Jose tailings dam, and maintenance and sustaining expenditures of $2,412, mining vehicles leases of $5,793, and exploration of $911 related to the Porvenir Project.
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 financial liabilities and operating and capital commitments as at March 31, 2025, shown in contractual undiscounted cash flows:
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
| Within 1 Year | 1 to 3 Years | 4 to 5 Years | Over 5 Years | Total | |
|---|---|---|---|---|---|
| Financial Liabilities | |||||
| Trade and other payables | $ 30,633 | $ — | $ — | $ — | $ 30,633 |
| Bank Loans | 6,550 | 587 | — | — | 7,137 |
| Other financial liabilities | 30,468 | — | — | — | 30,468 |
| $ 67,651 | $ 587 | $ — | $ — | $ 68,238 | |
| Other Commitments | |||||
| Reclamations and closure cost obligations | $ 4,504 | $ 27,775 | $ 4,482 | $ 16,451 | $ 53,212 |
| Minimum rental and lease liabilities | 10,476 | 8,872 | — | — | 19,348 |
| $ 14,980 | $ 36,647 | $ 4,482 | $ 16,451 | $ 72,560 | |
| Total | $ 82,631 | $ 37,234 | $ 4,482 | $ 16,451 | $ 140,798 |
Capital Resource Management
The Company's objectives for 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. 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 in 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 from time to time. 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 contracts are entered into for terms no longer than eighteen months. Nicaragua's currency is not hedged since more than 50% of the obligations for Hemco Property are 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 March 31, 2025 | As at December 31, 2024 | |
|---|---|---|
| Equity | $ 417,135 | $ 408,554 |
| Loans and Other Borrowings | 28,098 | 25,927 |
| Total Capitalization | $ 445,233 | $ 434,481 |
| Less: Cash and cash equivalents | (81,261) | (96,410) |
| Less: Current investment | (6) | (2,951) |
| Net Capitalization | $ 363,966 | $ 335,120 |
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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
Liquidity Outlook
As at March 31, 2025, the Company has $82,631 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 $81,261, 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 per ounce of gold sold 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
Commitments associated with the acquisition of the Gualcamayo Property
The purchase price for the acquisition of the Gualcamayo Property in 2018 comprised cash consideration of $31.1 million, a contingent consideration of $30 million to be paid by Mineros to Nomad Royalty Company Ltd. (a subsidiary of Sandstorm Gold Ltd.)("Nomad") on the date of the commercial operation of the Deep Carbonates Project, and the grant of a 2% NSR royalty at the Gualcamayo Property on metal produced after an initial 396,000 ounces (capped at $50 million of total payments (excluding the Deep Carbonates Project)) and the grant of a 1.5% uncapped NSR royalty on the Deep Carbonates Project to Minas Argentinas S.A.
Nomad has not yet released Mineros from such contingent payment obligations. As a result of the sale of the Gualcamayo Property, Eris is responsible to Mineros for the contingent payment and this obligation is guaranteed with a pledge over 100% of MASA's shares.
Management has not recognized any contingent asset and liability in determining the total consideration of the transaction of the purchase and subsequent sale, because commercial production at the Deep Carbonates Project was assessed as remote as of March 31, 2025.
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 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, see note 19 of our unaudited condensed interim consolidated financial statements for the three months ended on March 31, 2025.
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.
24
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
9 RELATED PARTIES
Transactions
All related party transactions were incurred in the normal course of operations and carried out on an arm's length basis under similar conditions for transactions entered into with third parties. The transactions are recorded at the amount agreed upon by the related parties.
The following have been deemed related parties due to the fact that Axa Colpatria Seguros S.A is a subsidiary of Mercantil Colpatria which was a former shareholder of Mineros, holding greater than 20% of the issued and outstanding shares of Mineros. Mr Eduardo Pacheco, the majority owner of Mercantil Colpatria was Chairman of the Board of Directors until March 31, 2025. Accordingly, the sole related party transaction for the periods ended March 31, 2025 and 2024 was the payment by Mineros Group of insurance premiums to Axa Colpatria Seguros S.A of $nil compared with $888 in the three month period ended March 31, 2024.
Balances
There were no balances due to the Company's directors and officers as at March 31, 2025.
Transactions with Fundación Mineros
The values recorded for operations carried out with Fundación Mineros in the indicated period are shown below:
| Three Months Ended March 31, | ||
|---|---|---|
| Description | 2025 | 2024 |
| Donations | $ 209 | $ 87 |
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.
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 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 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'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
management uses internally to measure the Company's performance and is an indicator of the performance of the Company's mining operations.
The following table sets out the calculation of EBIT, EBITDA and Adjusted EBITDA to Net Profit for three months ended March 31, 2025, and 2024:
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| ($) | ($) | |
| Net Profit For The Period | $ 38,007 | $ 16,774 |
| Less: Interest income | (792) | (487) |
| Add: Interest expense | 1,974 | 2,039 |
| Add: Current tax 1 | 18,869 | 10,007 |
| Add/less: Deferred tax 1 | (3,229) | (953) |
| EBIT | $ 54,829 | $ 27,380 |
| Add: Depreciation and amortization | 13,513 | 12,048 |
| EBITDA | $ 68,342 | $ 39,428 |
| Less: Other income | (373) | (1,656) |
| Add: Share of results of associates | — | 40 |
| Less: Finance income (excluding interest income) | (5) | (6) |
| Add: Finance expense (excluding interest expense) | 60 | 48 |
| Add: Other expenses | 2,230 | 1,680 |
| Add: Exploration expenses | 895 | 1,297 |
| Less: Foreign exchange differences | 151 | (177) |
| Adjusted EBITDA2 | $ 71,300 | $ 40,654 |
- For additional information regarding taxes, see note 13 of our unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025 and 2024.
- The reconciliation above does not include adjustments for (impairment) reversal of assets, because there would be a nil adjustment for the three months ended March 31, 2025 and 2024.
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 including cash used for retirement obligations and environmental and rehabilitation and sales of electric energy. This total is divided by the number of gold ounces sold. 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 and their ability to generate profit, and is consistent with the guidance methodology set out by the World Gold Council.
26
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
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 ended March 31, 2025, and 2024:
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cost of sales | $ 96,402 | $ 80,678 |
| Less: Cost of sales of non-mining operations¹ | — | (195) |
| Less: Depreciation and amortization | (13,269) | (11,684) |
| Less: Sales of silver | (2,539) | (5,594) |
| Less: Sales of electric energy | (1,609) | (1,435) |
| Less: Environmental rehabilitation provision | (1,380) | (1,186) |
| Add: Use of environmental and rehabilitation liabilities | 312 | 142 |
| Add: Use of Retirement obligations | 45 | 25 |
| Cash Cost | $ 77,962 | $ 60,751 |
| Gold sold (oz) | 54,243 | 51,741 |
| Cash Cost per ounce of gold sold ($/oz) | $ 1,437 | $ 1,174 |
- Refers to cost of sales incurred in the Company's "Others" segment. See note 6 of our unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025 and 2024. The majority of this amount relates to the cost of sales of latex.
Changes in Composition of Cash Cost
The composition of Cash Cost was revised in the second quarter of 2024 to deduct revenue from sales of electric energy from cost of sales to better reflect the costs to produce an ounce of gold. Values for prior periods have been adjusted from amounts previously disclosed to reflect these changes.
Changes in Composition of Cash Cost - Nechi Alluvial Property (Colombia) Segment
The composition of Cash Cost for the Nechi Alluvial Property (Colombia) segment was revised in the fourth quarter of 2024 to exclude an intercompany royalty, which reduces Cash Cost and Cash Cost per ounce of gold sold for that segment. The Company notes that guidance provided for the Nechi Alluvial Property (Colombia) segment has always excluded the intercompany royalty, even though disclosure of historical Cash Cost performance for the segment did not, which resulted in an inconsistency in reporting of this measure between guidance and historical measures. Disclosure of Cash Cost and Cash Cost per ounce of gold sold for the Nechi Alluvial Property (Colombia) segment has been adjusted from amounts previously disclosed in historical MD&A to reflect this change. For greater certainty, this change does not affect Cash Cost and Cash Cost per ounce of gold sold of the Company on a consolidated basis, or for any other segment.
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 cost of sales of non-mining operations and adding administrative expenses, 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 the Company's cash expenditures. In addition, the calculation of AISC does not include
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
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 non-sustaining.
The following table provides a reconciliation of AISC per ounce of gold sold to cost of sales for the three months ended March 31, 2025, and 2024:
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cost of sales | $ 96,402 | $ 80,678 |
| Less: Cost of sales of non-mining operations 1 | — | (195) |
| Less: Depreciation and amortization | (13,269) | (11,684) |
| Less: Sales of silver | (2,539) | (5,594) |
| Less: Sales of electric energy | (1,609) | (1,435) |
| Less: Environmental rehabilitation provision | (1,380) | (1,186) |
| Add: Use of environmental and rehabilitation liabilities | 312 | 142 |
| Add: Use of Retirement obligations | 45 | 25 |
| Add: Administrative expenses | 6,371 | 4,864 |
| Less: Depreciation and amortization of administrative expenses 2 | (244) | (364) |
| Add: Sustaining leases and leaseback 3 | 2,734 | 2,942 |
| Add: Sustaining exploration 4 | 78 | 44 |
| Add: Sustaining capital expenditures 5 | 4,486 | 5,705 |
| AISC from continuing operations | $ 91,387 | $ 73,942 |
| Gold sold (oz) from continued operations | 54,243 | 51,741 |
| AISC per ounce of gold sold from continuing operations ($/oz) | $ 1,685 | $ 1,429 |
| AISC | $ 91,387 | $ 73,942 |
| Gold sold (oz) | 54,243 | 51,741 |
| AISC per ounce of gold sold ($/oz) | $ 1,685 | $ 1,429 |
- 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.
- Depreciation and amortization of administrative expenses is included in the administrative expenses line on the unaudited condensed consolidated interim financial statements and is mainly related to depreciation for corporate office spaces and local administrative buildings at the Hemco Property.
- Represents most lease payments as reported in the unaudited consolidated financial statements of cash flows and is made up of the principal of such cash payments, less non-sustaining lease payments. Lease payments for new development projects and capacity projects are classified as non-sustaining.
- Sustaining exploration: Exploration expenses and exploration and evaluation projects as reported in the unaudited consolidated interim financial statements, less non-sustaining exploration. Exploration expenditures 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.
- 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 calculated as total additions to property, plant and equipment (as reported on the consolidated statements of cash flows), less non-sustaining 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 ended March 31, 2025, are primarily related to major projects at the
28
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
Hemco Property and the Nechi 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 unaudited condensed interim consolidated financial statements.
Changes in Composition of AISC - Nechi Alluvial Property (Colombia) Segment
The composition of AISC for the Nechi Alluvial Property (Colombia) segment was revised in the fourth quarter of 2024 to exclude an intercompany royalty, which reduces AISC and AISC per ounce of gold sold for that segment. The Company notes that guidance provided for the Nechi Alluvial Property (Colombia) segment has always excluded the intercompany royalty, even though disclosure of historical AISC performance for the segment did not, which resulted in an inconsistency in reporting of this measure between guidance and historical measures. Disclosure of AISC and AISC per ounce of gold sold for the Nechi Alluvial Property (Colombia) segment has been adjusted from amounts previously disclosed in historical MD&A to reflect this change. For greater certainty, this change does not affect AISC and AISC per ounce of gold sold of the Company on a consolidated basis, or for any other segment.
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 segment¹ to cost of sales, for the three months ended March 31, 2025, and 2024.
Three months ended March 31, 2025
| Nechi Alluvial | Hemco | |
|---|---|---|
| Cost of sales | $ 38,291 | $ 63,147 |
| Less: Depreciation and amortization | (4,480) | (8,740) |
| Less: Sales of silver | (67) | (2,472) |
| Less: Sales of electric energy | (1,609) | — |
| Less: Intercompany royalty | (4,831) | — |
| Less: Environmental rehabilitation provision | (1,380) | — |
| Add: Use of environmental and rehabilitation liabilities | 312 | — |
| Add: Use of Retirement obligations | — | 45 |
| Cash Cost | $ 26,236 | $ 51,980 |
| AISC Adjustments | ||
| Less: Depreciation and amortization of administrative expenses | (4) | (24) |
| Add: Administrative expenses | 1,106 | 990 |
| Add: Sustaining leases and Leaseback | 683 | 2,051 |
| Add: Sustaining exploration | 78 | — |
| Add: Sustaining capital expenditure | 1,992 | 2,494 |
| AISC | $ 30,091 | $ 57,491 |
| Gold sold (oz) | 23,244 | 30,999 |
| Cash Cost per ounce of gold sold ($/oz) | $ 1,129 | $ 1,677 |
| AISC per ounce of gold sold ($/oz) | $ 1,295 | $ 1,855 |
¹ For additional information regarding segments (Material Properties), see note 6 of our unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025, and 2024.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
Three months ended March 31, 2024
| Nechí Alluvial | Hemco | |
|---|---|---|
| Cost of sales | $ 29,502 | $ 54,389 |
| Less: Depreciation and amortization | (4,168) | (7,459) |
| Less: Sales of silver | (39) | (5,555) |
| Less: Sales of electric energy | (1,435) | — |
| Less: Intercompany royalty | (2,861) | — |
| Less: Environmental rehabilitation provision | (1,186) | — |
| Add: Use of environmental and rehabilitation liabilities | 142 | — |
| Add: Use of Retirement obligations | — | 25 |
| Cash Cost | $ 19,955 | $ 41,400 |
| AISC Adjustments | ||
| Less: Depreciation and amortization administrative expenses | (4) | (7) |
| Add: Administrative expenses | 681 | 691 |
| Add: Sustaining leases and Leaseback | 601 | 2,341 |
| Add: Sustaining exploration | 44 | — |
| Add: Sustaining capital expenditure | 2,553 | 3,152 |
| AISC | $ 23,830 | $ 47,577 |
| Gold sold (oz) | 19,212 | 32,529 |
| Cash Cost per ounce of gold sold ($/oz) | $ 1,039 | $ 1,273 |
| AISC per ounce of gold sold ($/oz) | $ 1,240 | $ 1,463 |
Reconciliation of Cash Cost per ounce of gold sold and AISC per ounce of gold - Nechi Alluvial Segment (Colombia)
The following tables provide a reconciliation of the calculation of Cash Cost per ounce of gold sold and the AISC per ounce of gold sold for the Nechi Alluvial Property (Colombia) segment for the three months ended March 31, 2025, reflecting changes made to the composition of those measures in the 2024 financial year and to align with the manner in which guidance is reported.
Cash Cost Reconciliation
| Three Months Ended March 31, 2024 | |
|---|---|
| Cash Cost per ounce of gold sold ($/oz) - Previously reported | $ 1,262 |
| Adjustments ($/oz) | |
| Less: Intercompany royalty | (149) |
| Less: Sales of electric energy | (75) |
| Cash Cost per ounce of gold sold ($/oz) restated | $ 1,039 |
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
AISC Reconciliation
| Three Months Ended On March 31, 2024 | |
|---|---|
| AISC per ounce of gold sold ($/oz) - Previously reported | $ 1,389 |
| Adjustments ($/oz) | |
| Less: Intercompany royalty | (149) |
| AISC per ounce of gold sold ($/oz) restated | $ 1,240 |
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 ended March 31, 2025, and 2024:
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Net cash flows generated by operating activities | $ 11,634 | $ 10,105 |
| Non-discretionary items: | ||
| Sustaining capital expenditures | (4,486) | (5,705) |
| Interest paid | (752) | (1,058) |
| Dividends paid | (7,476) | (5,239) |
| Net free cash flow | $ (1,080) | $ (1,897) |
Return on Capital Employed ("ROCE")
The Company uses ROCE as a measure of long-term operating performance to measure how effectively management utilizes the capital it is 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
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
period end. Capital employed for a period is calculated as total assets at the beginning of that period less total current liabilities.
| Three Months Ended On March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Adjusted EBITDA (last 12 months) | $ 240,745 | $ 175,046 |
| Less: Depreciation and amortization (last 12 months) | (50,013) | (46,205) |
| Adjusted EBIT (A) | $ 190,732 | $ 128,841 |
| Total assets at the beginning of the period | $ 582,036 | $ 493,757 |
| Less: Total current liabilities at the beginning of the period | (106,022) | (84,765) |
| Opening Capital Employed (B) | $ 476,014 | $ 408,992 |
| Total assets at the end of the period | $ 618,852 | $ 500,585 |
| Less: Current liabilities at the end of the period | (133,482) | (105,075) |
| Closing Capital employed (C) | $ 485,370 | $ 395,510 |
| Average Capital employed (D)= (B) + (C) /2 | $ 480,692 | $ 402,251 |
| ROCE (A/D) | 40 % | 32 % |
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 March 31, 2025 and 2024.
| March 31, | ||
|---|---|---|
| 2025 ($) | 2024 ($) | |
| Loans and other borrowings | $ 28,098 | $ 31,661 |
| Less: Cash and cash equivalents | (81,261) | (45,876) |
| Net Debt | $ (53,163) | $ (14,215) |
Average Realized Price
The Company uses "average realized price per ounce of gold sold" and "average realized price per ounce of silver sold", 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 the holding company 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
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
table sets out the reconciliation of average realized metal prices to sales of gold and sales of silver for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Sales of gold ($) | $ 156,272 | $ 106,962 |
| Gold sold (oz) | 54,243 | 51,741 |
| Average realized price per ounce of gold sold ($/oz) | $ 2,881 | $ 2,067 |
| Average realized price per ounce of gold sold ($/oz) | $ 2,881 | $ 2,067 |
| Sales of silver ($) | $ 2,539 | $ 5,594 |
| Silver sold (oz) | 77,259 | 242,649 |
| Average realized price per ounce of silver sold ($/oz) | $ 33 | $ 23 |
11 RISK FACTORS
Readers of this MD&A should consider the information included in the Company's unaudited condensed interim consolidated financial statements and related notes for the three months ended March 31, 2025. The nature of the Company's activities and the locations in which it works means 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
In connection with customers, the main creditors are evaluated annually in respect of their financial condition, liquidity and solvency. The terms established with customers for payment of exports are cash upon delivery of production to the customer or refinery, as applicable.
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.
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 March 31, 2025 ($) | As at December 31, 2024 ($) | |
|---|---|---|
| Cash and cash equivalents | $ 81,261 | $ 96,410 |
| Short Term Investments | 6 | 2,951 |
| Accounts receivable arising from sales of metal concentrates | 38,047 | 4,522 |
| Total | $ 119,314 | $ 103,883 |
(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 16 of our unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025 and 2024.. All other financial liabilities disclosed in this note mature within one year and do not accrue interest.
During the three months ended on March 31, 2025, the Company generated net cash flows generated by operating activities, one of the Company's main sources of liquidity, of $11,634 (as at March 31, 2024: $10,105). As at March 31, 2025, the Company held cash and cash equivalents of $81,261 (December 31, 2024: $96,410). As at March 31, 2025, the Company's working capital, defined as current assets less current liabilities, was $83,700 (December 31, 2024: $86,243).
(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 US dollar/Colombian peso 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.
34
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
Given the actual fluctuation of foreign exchange, the Company paused its use of forward contracts during the first quarter of 2024 and has not yet resumed hedging foreign exchange.
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.
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.
Given the actual fluctuation of foreign exchange, the Company paused its use of forward contracts during the first quarter of 2024 and has yet to resume.
As at March 31, 2025, there were no collar contracts for Mineros or Hemco. 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 $(53,163) as at March 31, 2025 and $(14,215) as at March 31, 2024.
Commodity price risk
Due to its economic activity, the Company sells gold in the international precious metals market. These sales represent close to 95% of the Company's operating income, and consequently, exposure to variations in the price of gold is high.
This risk is managed by contracting OTC derivative financial instruments, which are based on the commodity itself. These instruments, structured for delivery, aim to reduce the variability of operating income caused by gold price volatility. Derivatives are not used for speculative purposes and are used to guarantee the price of a portion of the planned sales for the following year.
Historically, Mineros has implemented a strategy of establishing low or no cost collars (the "Gold Collars"). The Gold Collars are established by selling call options and purchasing put options on a number of ounces of gold, which number is not to exceed anticipated production for the period. Any premium paid for the entry is included as part of the fair value and is settled in cash on a net basis as the monthly contracts mature.
For the three months ended March 31, 2025, the Company did not have any Gold Collars in place on any of its gold production. The details of the Gold Collars entered into in 2024 are as follows:
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
& RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
| Company | Year | Type | Contracts | Ounces | Maturity | Price ($/oz)1 |
|---|---|---|---|---|---|---|
| Hemco | 2024 | Put/Call | 3 | 4,500 | Apr-Jun | Min: 1,950 |
| Max: 2,173 |
- Minimum and maximum prices are weighted averages of different put and call options.
For the three months ended March 31, 2025, the Company did not have any Gold Collars in place on any of its gold production. For the three months ended March 31, 2024, the Company recorded no amount for net hedge settlements. Had there been a gain or loss it would have been included in realized gains and losses on gold derivative financial instruments.
| March 31, 2025 | March 31, 2024 | |
|---|---|---|
| Loss on realized gold sales hedge(1) | $ — | $ 29 |
| Realized hedge loss, net | $ — | $ 29 |
- Balance included in sales of gold.
12 CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company's unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025 and 2024 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 unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025 and 2024.
In preparing our unaudited condensed interim 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 unaudited condensed interim consolidated financial statements Actual future outcomes may differ 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 years ended March 31, 2025, and 2024 are disclosed in note 3 to the Company's unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025 and 2024.
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.
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 to provide reasonable assurance regarding the reliability of financial reporting and
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
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 acquisitions 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, has designed 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.
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.
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 2025; guidance for future mineral production; 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; anticipated payment of dividends; metallurgical test outcomes; adding or upgrading Mineral Resources and Mineral Reserves, and developing new mineral deposits; guidance 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; expectations of community involvement; 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,
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
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 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 and social management and compliance;
- the Company may be unable to replace depleted Mineral Reserves;
- costs 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 and contemplated acquisitions may require significant expenditures and may reduce expected returns;
- the Company may fail to implement its business strategy;
- the Company may be affected by anti-mining actions and campaigns;
- titles 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 health and safety incidents and labour disruptions;
38
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
- 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, labour costs, and changes in trade conditions;
- geological, hydrological and climatic events could suspend mining operations or increase costs;
- the Company may experience critical infrastructure failures;
- the Company may become subject to local and global supply chain disruptions;
- the Company may become subject to employee and contractor misconduct;
- political, economic, tax, security, and other risks and uncertainties associated with operating in emerging markets;
- public order conditions in mining areas may worsen;
- illegal mining may occur on our properties, and measures to control illegal mining may be ineffective;
- the Company may be subject to negative publicity;
- 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 31, 2025, available from the Company's website at www.mineros.com.co and 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.
39
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
For the three months ended March 31, 2025
Table of Contents
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 ("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 the Company's website at www.mineros.com.co and on SEDAR+ at www.sedarplus.com.
40