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Steppe Gold Ltd. — Management Reports 2026
Mar 31, 2026
47470_rns_2026-03-31_12e0c55b-c072-41b1-b02c-c9bcb6505ba9.pdf
Management Reports
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STEPPE GOLD
Mongolia's Premier Precious Metals Company
Management Discussion and Analysis
2025 Results
Year Ended December 31, 2025
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
SIGNIFICANT TRANSACTION
4
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
5
NON-IFRS MEASURES
7
TECHNICAL INFORMATION
7
ADDITIONAL INFORMATION
9
GROUP OVERVIEW
9
HIGHLIGHTS
9
HEALTH AND SAFETY
10
MANAGEMENT AND BOARD CHANGES
11
GEOPOLITICAL RISKS
12
FINANCIAL OVERVIEW
12
- STATEMENT OF FINANCIAL POSITION
13 - INCOME STATEMENT
22 - CASH FLOW STATEMENT
25
RELATED PARTY TRANSACTIONS
26
SUBSEQUENT EVENTS
29
OPERATIONAL OVERVIEW
30
- GOLD MINE OPERATIONAL SUMMARY
31 - SUMMARY OF QUARTERLY RESULTS
32 - ATO PHASE 2 EXPANSION
33
EXPLORATION AND DEVELOPMENT
33
- BOROO GOLD MINE
33 - ATO GOLD MINE
33 - UUDAM KHUNDII PROPERTY
34 - BORNUUR EXPLORATION SITE
34 - NART UUL EXPLORATION SITE
34 - EXPLORATION OUTLOOK
34 - OUTLOOK
35
CRITICAL ACCOUNTING POLICIES, ESTIMATES AND ACCOUNTING CHANGES
35
- CRITICAL ACCOUNTING POLICIES AND ESTIMATES
35 - ACCOUNTING POLICIES
36
FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS
36
- CREDIT RISK
36 - LIQUIDITY RISK
36 - MARKET RISK
37 - COMMODITY PRICE RISK
38 - EMBEDDED DERIVATIVES
38 - STREAM AGREEMENT
38 - CAPITAL RISK MANAGEMENT
38 - EVOLVING CORPORATE GOVERNANCE
39 - INTERESTS OF THE CONTROLLING SHAREHOLDER
39 - SHAREHOLDER ACTIVISM
39 - OTHER RISKS AND UNCERTAINTIES
39
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
NON-IFRS PERFORMANCE MEASURES...40
- RECONCILIATION OF NON-GAAP FINANCIAL MEASURES ...40
- EBITDA ...40
- KEY PERFORMANCE INDICATORS...40
CORPORATE GOVERNANCE...41
- DISCLOSURE CONTROLS AND PROCEDURES...41
- INTERNAL CONTROL OVER FINANCIAL REPORTING ...42
- LIMITATIONS OF CONTROLS AND PROCEDURES...42
- CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING ...42
STEPPE GOLD
Management's Discussion and Analysis December 31, 2025
Management Discussion and Analysis
Steppe Gold Ltd. (the "Company" or "Steppe Gold") was incorporated under the laws of the Business Corporations Act (Ontario) by Articles of Incorporation dated October 5, 2016. The head office of the Company is located at Blue Sky Tower, 7th floor, Peace Avenue 17, Sukhbaatar District 1, Ulaanbaatar 14241, Mongolia and the mailing address of the Company is located at 342-66110 Currents Drive NW, Edmonton AB T6W 0L7.
Significant Transaction
On August 1, 2024, the Company acquired all of the shares of Boroo Gold LLC ("Boroo Gold") in exchange for 143,796,574 common shares of the Company, representing 56.88% of the common shares immediately prior to the closing date. The acquisition was completed pursuant to a share exchange agreement with Centerra Netherlands BVBA ("Centerra") and Boroo Pte Ltd. ("Boroo Singapore") (the "Boroo Gold Transaction"). At the time, Boroo Gold, based in Mongolia, was 100% owned by Centerra, which in turn, was and continues to be, indirectly owned 100% by Boroo Singapore.
Following completion of the Boroo Gold Transaction, it was determined that Boroo Singapore controlled the Company and therefore Boroo Gold, as 100% subsidiary of Boroo Singapore, would be considered for financial accounting purposes as the accounting acquirer and the Boroo Gold Transaction should be accounted for as a reverse acquisition as defined in International Financial Reporting Standards ("IFRS") 3 Business Combinations.
Under the reverse acquisition rules the entity that issues its shares to affect the transaction is determined for accounting purposes to be the acquiree (also called the accounting acquiree or legal acquirer), while the entity whose shares are acquired is, for accounting purposes, the acquirer (also called the accounting acquirer or legal acquiree). The accounting acquiree generally continues in existence as the legal entity whose shares represent the outstanding common shares of the combined company and continues to issue its own financial statements. However, the financial reporting reflects the accounting acquirer's financial information, except for its equity, which is retroactively adjusted to reflect the equity of the accounting acquiree.
The following management's discussion and analysis ("MD&A") of the financial condition and results of operations are comprised of the "Group" (as defined below) for the year ended December 31, 2025. As Boroo Gold is considered the accounting acquirer, the comparative figures for the year ended December 31, 2024, reflect the financial and operating performance of Boroo Gold up to August 1, 2024 and of the combined Group subsequent to August 1, 2024.
The MD&A constitutes management's review of the factors that affected the Company and the Group's financial and operating performance for the year ended December 31, 2025 and the year ended December 31, 2024. This discussion should be read in conjunction with the consolidated financial statements as at and for the year ended December 31, 2025, together with the notes thereto, which have been prepared in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee.
This MD&A is dated as of March 31, 2026 unless otherwise indicated.
All monetary amounts, except per unit amounts, in this MD&A are expressed in thousands of United States dollars, unless otherwise noted. Unless otherwise noted or the context indicates otherwise "we", "us", "our", the "Group" refers to the Company and its direct and indirect subsidiaries.
Certain statements in this MD&A constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws. You should carefully read "Cautionary Statement
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
Regarding Forward-Looking Information" in this MD&A and should not place undue reliance on any such forward-looking statements.
Further information about the Company and its operations is available on the Company's website at www.steppegold.com.
Cautionary Statement Regarding Forward-Looking Information
This MD&A contains certain forward-looking information and statements which may not be based on fact, including, without limitation, statements regarding the Group's expectations in respect of: future financial position; the realization of the bonds entered into by the Group; the repayment of the bonds to be applied to debt reduction and working capital needs; compliance with key covenants of the Group's contracts; the repayment of the Triple Flag Gold Prepay Loan; certain amendments to the EPC contract; business strategy of the Group; future exploration and production, including, but not limited to, tracking the depth of ore body continuation within the mining licenses of the Boroo and Ulaanbulag hard-rock deposits; increasing reserves; mineral resource potential; exploration drilling; permitting; access to capital; reagent supply chain operations; events or developments that the Group expects to take place in the future; the expected results of exploration activities; resumption of gas supply in Mongolia and Russia; the estimation of mineral resources; the ability to identify new mineral resources and convert mineral resources into mineral reserves; ability to raise additional capital and complete future financings; capital expenditures and costs, including forecasted costs; increase of capital expenditures with new fleet additions; use and repayment of loan proceeds; future loan agreements; the Group's pledge of certain licenses, movable properties and immovable properties; the ability of the Group to comply with environmental, safety and other regulatory requirements; future prices of precious metals; the production and construction schedule of, and the ability of the Group to obtain all necessary approvals and permits in connection with, the development of the Altan Tsagaan Ovoo ("ATO") Project (the "ATO Project") or the ATO Gold Mine and development of the Boroo Gold Mine and Ulaanbulag Gold Mine ("Boroo Project"); approval from the MRPAM for the reserve report of the Boroo hard-rock gold deposit and the updated feasibility study of the Ulaanbulag deposit; the renegotiation of the Phase 2 Expansion financing terms with stakeholders and the potential success of such negotiations; the negotiation and success thereof with stream and finance partners; the Group's future outlook and anticipated events, such as the Group's board and management team; the potential for value creation to the Group's shareholders; anticipated gold production of Boroo Gold and combined gold production of the Group; capital expenditures of the Group; the anticipated cash flow of the Group; discussion of future plans, projections, objectives, estimates and forecasts and the timing related thereto; and the Company's intention of retaining the Trinity One Metals Ltd (formerly Aranjin Resources Ltd.) common shares. All statements, other than statements of historical facts, are forward-looking information and statements.
The words "believe", "expected", "outlook", "projected", "anticipated", "continue", "goal", "future", "focus", "forecasted", "estimate", "exploring", "intends", "opportunity", "potential", "proposed", "may", "will", "could", "would" and similar expressions identify forward-looking information and statements.
Such forward-looking information and statements are based upon a number of estimates and assumptions that, while considered reasonable by the Group as of the date of such information and statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions relate to, among other things: general economic and market conditions; gold prices; the ability of the Group to maintain normal operations during the Russia-Ukraine war and as a result of related sanctions, military action and reactions to ongoing developments by global financial markets; the impacts of the developments in the geopolitical landscape on the Company's operations; the exchange of written witness statements and evidentiary briefs for the arbitration hearing scheduled for June 2026; recovery of historical investments and damages related to the Gatsuurt Project; delays in financing for the ATO Phase 2 Expansion and impact on the planned start date; achievement of the objectives of planned wells based on drilling analysis results; completion of a four-hole exploration drilling program at the Blue Hill prospect at the Uudam Khundii exploration
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
site; prospecting exploration planned at Bornuur exploration site; expansion of the company's production profile; successful negotiations regarding the ATO Phase 2 Expansion; Company's ability to receive financing on acceptable terms; fluctuation of instruments due to changes in market interest rates; the issuance of new shares, debt and acquisition of disposal of assets to facilitate management of the Company's capital requirements; effect of the concentration of ownership affecting Company's ability to pursue transactions and the ability of other shareholders to influence corporate decisions; likelihood of a change of control transaction; shareholder activism and demands related to governance and impact on Company's operations; detection of error or fraud of internal controls over financing reporting; the accuracy of mineral resources and mineral reserve statements and the other estimates and assumptions contained in the ATO Technical Report and BG Technical Report; material adverse effects on the business, properties and assets of the Group; and discrepancies between actual and estimated production and test results, mineral reserves and resources and metallurgical recoveries.
Readers are cautioned that forward-looking information and statements are not guarantees of future performance. There can be no assurance that such information and statements will prove to be accurate and actual results and future events could differ materially from those presented in such information and statements. Forward-looking information and statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking information and statements. Such risks include, but are not limited to: the integration of the Company and Boroo Gold and the benefits and progress thereof; that the integration process may result in loss of key employees and the disruption of ongoing business, stakeholder, customer and employee relationships that may adversely affect the Company's performance; the failure to reach favorable negotiation terms with the Group's stream and finance partners, including, but not limited to, the terms of the financing of the Phase 2 Expansion; the expected growth in reserves and resources through organic exploration at current and nearby operations; potential acquisitions of the Group; the recoverability of the bonds issued by Boroo Singapore; the timing of a revised feasibility study; the impact of any pending litigation and settlement thereof; a significant portion of the Company's business is carried on through subsidiaries, including foreign subsidiaries, accordingly, any limitation on the transfer of cash or other assets between the parent corporation and such entities, or among such entities, could restrict the Company's ability to fund its operations and projects efficiently; as Boroo Singapore beneficially owns approximately 56.88% of the Company's outstanding Common Shares and since ownership is governed by the Boroo Investor Rights Agreement, the influence of Boroo Singapore on the Company's governance and operations; the Company's compliance with evolving corporate governance and public disclosure regulations, imposed by various governmental and self-regulatory organizations, has increased compliance costs and risks, potentially adversely affecting its share price, while also diverting management's focus and increasing administrative expenses; the volatility of the price of gold; uncertainty of mineral resources; exploration potential; mineral grades and mineral recovery estimates; delays in exploration and development plans; insufficient capital to complete development and exploration plans; risks inherent with mineral acquisitions; delays in obtaining government approvals or permits; financing of additional capital requirements; commercial viability of mineral deposits; cost of exploration and development programs; risks associated with competition in the mining industry; risks associated with the ability to retain key executives and personnel; the impact of the Russia-Ukraine war and related sanctions; title disputes and other claims; the risk that insurance may not be available to the Group on reasonable terms or at all; changes in governmental and environmental regulation that results in increased costs; the Company's failure to adhere to representations, warranties, affirmative and negative covenants under the Stream Agreement, which could give rise to an event of default under the Stream Agreement; risk of increases in the anticipated total capital and operating costs relating to development and operation of the ATO Project and the Group's ability to meet such costs; cost of environmental expenditures and potential environmental liabilities; and accidents and labour disputes. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking information and statements.
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
Non-IFRS Measures
Certain non-IFRS measures are included in this MD&A, including earnings before interest, taxation, depreciation and amortization ("EBITDA") and all-in sustaining cost ("AISC"), which are non-IFRS performance measurements. Cash costs and AISC are included because these statistics are widely accepted as the standard of reporting cash costs of production in North America. These performance measurements do not have a meaning within IFRS and, therefore, amounts presented may not be comparable to similar data presented by other mining companies. These performance measurements should not be considered in isolation as a substitute for measures of performance in accordance with IFRS.
Certain other key measures for ATO are included below:
- Mineral Reserves estimates are set out in the ATO Technical Report and effective August 27, 2022, and are based on the Measured and Indicated Resource Estimate by R. Rankin, QP.
- ATO and Mungu Mineral Reserves are set out in the ATO Technical Report and are effective as of August 27, 2022.
- Mineral Reserves are included in Mineral Resources.
- Mineral Reserves are reported in accordance with JORC and Canadian Institute of Mining, Metallurgy and Petroleum and National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") guidelines.
- Ore dilution is 3% and ore loss is 2%.
- Contained metal estimates have not been adjusted for metallurgical recoveries.
- The open pit mineral reserves are estimated using a cut-off grade of 0.40 g/t AuEq for oxide material and 0.43 g/t AuEq for transition and fresh material.
- Mineral reserves are contained within an optimised pit shell based on a gold price of $1,700 per ounce.
- A conversion factor of 31.103477 grams per troy ounce and a conversion factor of 453.59237 grams per pound are used in the resource and reserves estimates.
- AuEq has been calculated using the following metal prices: $1,700/oz gold, $20/oz silver, $1,970/t lead, $2,500/t zinc.
- Oxide AuEq calculation: $$AUEQ_{(g/t)} = Au_{(g/t)} + \frac{Ag_{(g/t)} \times 21 \times 0.4}{1,610 \times 0.7}$$
- Transition and fresh AuEq calculation: $$AuEq_{(g/t)} = Au_{(g/t)} + \frac{Ag_{(g/t)} \times 21 \times 0.858}{1,610 \times 0.8} + \frac{Pb_{(%)} \times 1,970 \times 0.88}{1,610 \times 0.8} + \frac{Zn_{(g/t)} \times 2515 \times 0.88}{1,610 \times 0.8}$$
- Totals may not match due to rounding.
- The mineral reserves are stated as dry tonnes processed at the crusher.
ATO Technical Information
Following the release of the "Altan Tsagaan Ovoo Project (ATO) 2022 Mineral Resources & Reserves Report (NI 43-101)" on March 13, 2023 (the "ATO Technical Report"), the technical information contained herein relating to mineral reserve estimates of the ATO Project is based on, and fairly represents, information compiled by Grant Walker, Be (Mining) MAusIMM CP(Mining). Mr. Walker is independent within the meaning of NI 43-101, as a full-time employee of Xenith Consulting Pty Ltd. Mr. Walker has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration and to the activity for which he is undertaking to qualify as a "Qualified Person" under NI 43-101.
The technical information contained herein relating to the ATO Project mineral resource estimates is based on, and fairly represents, information compiled by Robin Rankin, MSc DIC MAusIMM CP(Geo). Mr. Rankin is independent within the meaning of NI 43-101, as a full-time employee of GeoRes. Mr.
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
Rankin has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration and to the activity which he is undertaking to qualify as a "Qualified Person" under NI 43-101. The technical and geological sections of this MD&A was approved by Enkhtuvshin Khishigsuren, former exploration consultant of the Company who was a "Qualified Person" as defined in NI 43-101 and was employed by the Company at the time the work was performed. The effective date of the current mineral resource estimate is August 27, 2022.
All mineral reserve and resources have been estimated in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum and NI 43-101.
The Qualified Persons were not aware of any other factors, including environmental, title, economic, market or political, which could generally influence the resources and reserves reported herein for the ATO Project.
Factors that could alter the resources and reserves (but in all cases relatively insignificantly in the Qualified Persons' view) were changes in grade cut-off; bulk density; gold equivalent (through variations in world metals prices); geological model; JORC classification; and mining method with depth (possibly a factor at the deeper Mungu deposits where underground mining would be considered, and which would have a higher-grade cut-off).
Boroo and Ulaanbulag Technical Report
On June 21, 2024, the Company filed an amended technical report for the Boroo and Ulaanbulag Gold Project titled "Boroo and Ulaanbulag Gold Project 2024 Mineral Resources & Reserves Technical Report (Amended NI 43-101)" with an effective date of February 1, 2024 (the "BG Technical Report"). The BG Technical Report was prepared for Boroo Gold by Game Mine, LLC ("Game Mine") in accordance with NI 43-101. The technical information contained therein relating to Mineral Reserve estimates of the Boroo and Ulaanbulag Project are based on, and fairly represents, information compiled by Tuvshinbayar Batbayar, MAusIMM (CP). Mr. Tuvshinbayar is an independent consultant within the meaning of NI 43-101, as a consultant for Game Mine. Mr. Tuvshinbayar has sufficient experience which is relevant to the style of mineralization, types of deposits, technical and geoscientific content under consideration and to the activity for which he is undertaking to qualify as a "Qualified Person" under NI 43-101.
The effective date of the current Mineral Resource estimate is February 1, 2024. All mineral reserve and resources have been estimated in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum and NI 43-101. Proven and Probable Mineral Reserves at Boroo gold deposit are estimated to contain 24.3 million tonnes (Mt) grading $0.72\mathrm{g/t}$ Au for a total of 567 thousand ounces (Koz) of contained Au metal. Proven and Probable Mineral Reserves at Ulaanbulag gold deposit are estimated to contain 6.2 million tonnes (Mt) grading $0.66\mathrm{g/t}$ Au for a total of 130 thousand ounces (Koz) of contained Au metal.
Certain other key measures for Boroo Gold Mine and Ulaanbulag Gold Mine are included below:
- Mineral Reserve estimates are set out in the BG Technical Report and effective February 1, 2024, and are based on the Measured and Indicated Resource Estimate by Tuvshinbayar Batbayar.
- Boroo and Ulaanbulag Mineral Reserves are set out in the BG Technical Report and are effective as of February 1, 2024.
- Mineral Resources that are not Mineral Reserves have no demonstrated economic viability.
- Mineral Reserves are reported in accordance with JORC and Canadian Institute of Mining, Metallurgy and Petroleum and NI 43-101 guidelines.
- No mining Dilution Factor was applied.
- The cut-off grade used to report the reserves has been chosen by Game Mine at greater than 0.1 g/t gold for heap leach ore and greater than 0.43, 0.46 and 0.52 g/t gold for milling depends on mill recovery domain.
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
- Reporting cut-off grade for Ulaanbulag Mineral Resources is 0.1 g/t Au (include both heap leach and milling ore).
- Mineral reserves are contained within an optimized pit shell based on a gold price of $1,750 per ounce.
- A conversion factor of 31.103477 grams per troy ounce and a conversion factor of 453.59237 grams per pound are used in the resource and reserves estimates.
- Au has been calculated using the following metal prices: $1,750/oz gold.
- Totals may not match due to rounding.
- The Mineral Reserves are stated as dry tonnes processed at the crusher.
Additional Information
Additional information regarding the Company, including the Company's annual information form for the year ended December 31, 2025, can be found on SEDAR+ at www.sedarplus.ca and www.steppegold.com.
Group Overview
The Group is a precious metals exploration, development and production company focused on operations in Mongolia. As at December 31, 2025, the Group's principal assets include: (i) the ATO Gold Mine, an open pit operation located in Dornod province; (ii) the Boroo Gold Mine, an open pit mine and processing operation located in Selenge province; and (iii) the Ulaanbulag Gold Mine, located approximately 21 km from the Boroo Gold Mine.
The Group also holds three exploration properties: (i) the Bornuur exploration site; (ii) the Uudam Khundii exploration site, and (iii) the Nart Uul exploration site, which was acquired in December 2025.
Fourth Quarter and Year Ended December 31, 2025 Highlights
(all figures in US$000's unless stated otherwise, except per unit figures which are in US$)
- Production and Sales: For the three months and year ended December 31, 2025, the Group produced 29,401 and 76,059 ounces of gold, respectively, and sold 37,337 and 75,927 ounces of gold. Silver production totaled 5,150 ounces for the quarter and 18,428 ounces for the year, with sales of 28,507 and 52,207 ounces, respectively.
- Revenue: Revenue for the three months and year ended December 31, 2025 was $160,037 and $254,130, respectively, driven by gold and silver sales, as well as third-party ore processing.
- Pricing: Average realized gold prices were $4,179 per ounce for the quarter and $3,258 per ounce for the year. All sales were at spot prices following the expiry of the forward sales contract in June 2025.
- Profitability: Adjusted EBITDA was $122,369 for the quarter and $173,918 for the year, reflecting strong operating performance supported by higher gold prices.
- Costs: Site all-in sustaining costs ("AISC") were $1,044 per ounce for the quarter and $1,215 per ounce for the year, with total AISC of $1,158 and $1,357 per ounce, respectively.
- Inventory: Inventory decreased during the year, primarily due to a write-down of approximately $31,402, reflecting updated recoverability estimates for heap leach pad and gold in circuit inventories based on technical work and metallurgical analysis performed in 2025 at the ATO mine. The updated estimates resulted in a reduction in expected recoverable ounces
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
and associated carrying values.
- Financial Position: The Group transitioned to a net cash position of $35,169 as at December 31, 2025, compared to a net debt position of $150,086 as at December 31, 2024, reflecting higher cash balances, bond investments and debt repayments during the year.
- Liquidity and Capital Structure: As at December 31, 2025, the Group reported working capital of $107,336, including bond investments of $103,781 maturing on December 31, 2026, which are expected to support near-term liquidity requirements.
The Group's liquidity is supported by ongoing production and commodity prices, with 2026 performance expected to reflect continued operations at existing assets, subject to operational conditions and the timing of Phase 2 development.
The Group continues to engage with Trade and Development Bank of Mongolia to restructure its debt facilities to better align repayment terms with expected cash flows and bond maturity. Liquidity may fluctuate based on operating performance, capital expenditures, and financing outcomes, and may be impacted by restrictions on the transfer of funds within the Group.
- Operations: Gold production increased in the fourth quarter, supported by higher grades at the Boroo Project. Full-year production remained broadly consistent with the prior year.
- ATO Operations: The ATO oxide phase is largely depleted, with residual leaching ongoing. Cash flows from ATO have been prioritized toward essential operating costs and maintaining operations.
- Growth and Exploration: Higher gold prices continue to support exploration activities. Following exploration activities at the Boroo and Ulaanbulag Gold Mines, the Company identified additional mineralization within the licensed areas, resulting in an extension of the life of mine. Updated reserve reports and feasibility studies for both mines were approved in the fourth quarter of 2025 by Mongolian local authorities.
- ATO Phase 2 Expansion: The Group continues to advance the Phase 2 Expansion, including progress under the turnkey engineering, procurement and construction ("EPC") contract and with consulting partners, with a focus on increasing processing capacity and improving recoveries. The Group is also progressing permitting and infrastructure planning activities, which remain subject to regulatory approvals and associated uncertainties.
A revised feasibility study is underway and is expected to be completed in the second half of 2026. The Group is actively evaluating financing options, including ongoing discussions with project finance partners and Triple Flag Precious Metals Corp., and the structure of existing stream arrangements remains a key consideration in assessing project economics and financing terms. The timing of development remains dependent on securing project financing and obtaining required permits, and delays in these processes may impact the planned development schedule.
- Mining Activity: During the quarter, 1,356,929 tonnes of ore were mined and 425,240 tonnes of ore milled, with an average gold grade of 2.44 g/t. For the year, 3,829,105 tonnes of ore were mined and 1,792,179 tonnes of ore milled, with an average gold grade of 1.55 g/t.
Health and Safety
The Group prioritises the health and safety of its employees above all, and implements stringent measures and continuous training to uphold the highest standards of safety across its operations. The Group's commitment to health and safety extends through all operations.
STEPPE GOLD
Management's Discussion and Analysis December 31, 2025
As at December 31, 2025, the Company recorded one minor injury case (first-aid case), resulting in zero Lost-Time Injury (LTI), and a Lost Time Injury Frequency (LTIF) rate of 0.00 per 200,000 man-hours worked, compared to an LTIF of 0.00 during the previous year.
This achievement highlights our operations teams' strong commitment to stringent safety protocols and continuous training initiatives, reflecting our ongoing dedication to maintaining a safe and healthy workplace environment.
The Group remains committed to the continuous improvement of its safety systems by embracing new technologies and fostering a safety-first culture, striving towards a zero-incident workplace. A proactive and comprehensive approach to health and safety continues to be integral to the Group's operational excellence and long-term sustainability.
Preventative measures are in place to ensure the well-being of employees and contractors.
Management and Board Changes
In an effort to streamline the executive management roles at Steppe Gold, the Company announced the following changes during the three months ended December 31, 2025 and subsequent to the reporting period.
Bataa Tumur-Ochir stepped down as a Chief Executive Officer and Chairman of the Board of the Company effective December 16, 2025. Tserenbadam Dugeree who is the Chief Executive Officer of the operational subsidiaries in Mongolia, has been appointed as a Chief Executive Officer of the Group. Dulguun Erdenebaatar, who is a director of the Company and a member of the Board, has been appointed as a Chairman of the Board of the Company.
Jeremy South stepped down as Chief Financial Officer of the Company effective March 10, 2026. Ariuntsetseg Batsaikhan who has served as a Financial Controller of the Company since 2018 has been appointed as Interim Chief Financial Officer of the Company.
Dulguun Erdenebaatar – Chairman of the Board
Mr. Erdenebaatar was appointed as a director of the Company, following the completion of the acquisition of Boroo Gold, and appointed Chairman on December 17, 2025. Over the past 10 years, he has specialized in metals and mining sector mergers and acquisitions, project development, and operational efficiency. Mr. Erdenebaatar holds an M.Sc. in Mega Project Management from Said Business School, Oxford University, UK.
Tserenbadam Dugeree – Chief Executive Officer
Mr. Dugeree holds bachelor's and master's degrees in law, finance, and accounting, with experience in mining, banking, and legal sectors. He was an executive in banking and finance from 2004 to 2015, led the Legal Department at Erdenet Mining Corporation SOE until 2019, and has been Chief Executive Officer of Boroo Gold since 2021. In August 2024, he was appointed as a Chief Operating Officer and a board member at Steppe Gold and appointed as a Chief Executive Officer on December 17, 2025. Mr. Dugeree also serves on the Banking Lawyers Association board and FRC Mongolia's Monitoring Committee.
Ariuntsetseg Batsaikhan – Interim Chief Financial Officer
Ms. Batsaikhan was appointed as Interim Chief Financial Officer on February 24, 2026 and has served as Financial Controller of the Company since 2018. She brings over 15 years of finance experience in the mining industry and has industry experience at Deloitte and extensive expertise in financial
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
reporting, internal controls, and compliance for publicly listed companies, including oversight of financial statements, MD&A and regulatory filings. Ms. Batsaikhan holds a BSc (Hons) in Applied Accounting from Oxford Brookes University and an ACCA Advanced Diploma in Accounting and Business.
Geopolitical Risks
The Group's operations are located in Mongolia, a landlocked country positioned between China and Russia. Ongoing geopolitical tensions, including the continued conflict between Russia and Ukraine and related international sanctions, contribute to regional and global economic uncertainty.
The Group is reliant on imported fuel, a significant portion of which is sourced from Russia. While fuel supply has remained generally stable, periodic disruptions and pricing volatility have occurred. The Government of Mongolia continues to engage with relevant counterparties to support continuity of supply; however, the timing and extent of any future disruptions remain uncertain.
These geopolitical developments may impact the Group through potential supply chain disruptions, increased input costs (including fuel and consumables), foreign exchange volatility and broader market instability. Broader geopolitical tensions may also contribute to volatility in commodity prices, supply chains and financial markets, which could indirectly impact the Group's operations.
Management continues to closely monitor developments in the geopolitical landscape to minimise any exposure that may negatively impact operations.
Financial Overview
On August 1, 2024, the Company completed the Boroo Gold Transaction, which was accounted for as a reverse acquisition under IFRS 3, with Boroo Gold identified as the accounting acquirer.
As at December 31, 2025, the Group reported a net cash position of $35,169, compared to net debt of $150,086 at December 31, 2024. This improvement was driven by higher cash balances and the inclusion of bond investments maturing on December 31, 2026. During the year ended December 31, 2025, the Group made significant debt repayments, including loan principal, interest payments and partial repayment of the BORO bond.
The Group's financial position continues to reflect a concentration in bond investments, which are expected to be realized at maturity and applied toward debt reduction and working capital requirements. The Group is actively engaged in discussions with TDB to restructure its debt facilities to better align with its cash flow profile.
Operationally, gold production increased in the fourth quarter of 2025, while full year production remained consistent with the prior year. Inventory decreased during the year, primarily due to a write-down following updated recoverability estimates based on technical work performed in 2025.
Total liabilities decreased during the year, reflecting debt repayments and income tax payments, partially offset by revaluation of the streaming liability and other financing-related adjustments.
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
Statement of Financial Position
| (US$ 000's) | Year ended December 31, 2025 | Year ended December 31, 2024 | Year ended December 31, 2023 |
|---|---|---|---|
| Cash | 68,295 | 47,132 | 14,903 |
| Inventories | 35,202 | 62,761 | 20,852 |
| Other current assets | 9,944 | 8,853 | 4,881 |
| Investment in bonds | 103,781 | 97,050 | 156,442 |
| Non-current assets | 141,156 | 136,348 | 50,217 |
| Total Assets | 358,378 | 352,144 | 247,295 |
| Short-term loans | 63,154 | 19,590 | 82,603 |
| Other current liabilities | 46,732 | 45,184 | 43,995 |
| Non-current Liabilities | 105,667 | 177,305 | 17,516 |
| Total Liabilities | 215,553 | 242,079 | 144,114 |
| Total Shareholders' Equity | 142,825 | 110,065 | 103,181 |
Cash
The Group reported cash of $68,295 as at December 31, 2025 compared to cash of $47,132 as at December 31, 2024. The increase in cash for the year ended December 31, 2025 of $21,163 was driven from $114,328 generated from operating activities, partially offset by $25,508 used in investing activities and $67,657 used in financing activities. The cash used in financing activities primarily consisted of loan repayments and interest payments related to TDB loans, TDB Leasing – MIK (as defined below), BORO bond and partial repayment of the Triple Flag Gold Prepay Loan.
The Group's net (cash)/debt position for the reporting periods are as follows:
| (US$ 000's) | Year ended December 31, 2025 | Year ended December 31, 2024 |
|---|---|---|
| Payables & other liabilities* | 10,762 | 13,162 |
| Triple Flag Gold Prepay Loan | 7,207 | 6,914 |
| Short-term loans | 63,154 | 19,590 |
| BORO bond | 14,300 | 43,000 |
| Long-term loans | 41,484 | 114,552 |
| Total debt | 136,907 | 197,218 |
| Cash | 68,295 | 47,132 |
| Investment in bonds | 103,781 | - |
| Total liquid assets | 172,076 | 47,132 |
| Net (cash)/debt | (35,169) | 150,086 |
- Dividend payable to parent company, Stream Agreement, convertible debenture, asset retirement obligation, tax payables and lease liabilities are excluded from the net debt calculation.
The decrease in net debt as at December 31, 2025 was primarily driven by the inclusion of investment in bonds in the net debt calculation in the current year, repayments of loans and the BORO bond, as well as improved operating cash flows supported by higher revenue from gold production, reflecting stronger gold prices during the year.
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
Inventories
The Group's inventories balance as at December 31, 2025 and December 31, 2024 were as follows:
| (US$ 000's) | Year ended December 31, 2025 | Year ended December 31, 2024 |
|---|---|---|
| Ore stockpiles | 16,389 | 21,813 |
| Heap leach pad inventory | 4,292 | - |
| Gold-in-circuit | 2,942 | 32,502 |
| Finished goods | 40 | 51 |
| 23,663 | 54,366 | |
| Consumables and supplies | 20,334 | 18,951 |
| Provision for inventory obsolescence | (8,795) | (10,556) |
| 11,539 | 8,395 | |
| Total inventories | 35,202 | 62,761 |
The Group's inventory as at December 31, 2025 was $35,202, compared to $62,761 as at December 31, 2024. The decrease was primarily due to a $31,402 non-cash write-down of heap leach pad inventory and gold in circuit recognized in cost of sales following updated recoverability estimates based on 2025 technical work. Inventories include warehouse consumables, ore stockpiles, heap leach pad inventory, gold in circuit and finished gold included in finished goods.
Stockpiles of ore included 46,208 ounces valued at $16,389 at December 31, 2025, compared to 33,433 ounces valued at $21,813 as at December 31, 2024. Heap leach pad inventory and gold in circuit included 6,177 ounces valued at $7,234 as at December 31, 2025, compared to 23,106 ounces valued at $32,502 at December 31, 2024. This decrease in heap leach pad inventory and gold in circuit was primarily attributable to a non-cash write-down recognized during the year following a reassessment of recoverable ounces based on updated metallurgical and technical data.
Finished goods inventory represents gold ounces located at the mine sites, bars still under assay at the Mongolian Agency for Standardization and Metrology ("MASM") and gold inventory extracted from silver bars. The Company considers silver inventory to be a by-product in addition to the primary product gold. Therefore, the finished goods inventory excludes the by-product.
As at December 31, 2025, the Group's carrying balance of consumables was $11,539 compared to $8,395 as at December 31, 2024. During the year ended December 31, 2025, the Company recognized a net reversal of inventory write-downs of $247 (December 31, 2024: net write-down of $1,232), primarily related to slow-moving and obsolete spare parts, based on a review of inventory aging and operational requirements. The write-down and reversals were recognized in the finance cost.
Other Current Assets
As at December 31, 2025, the Group's other current assets amounted to $9,944 (December 31, 2024: $8,853) which primarily related to the current portion of receivables for the sale of Aurifera Tres Cruces SA ("ATC") of $2,114 and prepayments and other receivables of $7,830.
Included in receivables is an amount of $47,606 due from Centerra Gold Mongolia LLC ("CGM"), relating to funding provided for the Gatsuurt project in Mongolia. The receivable is non-interest bearing and unsecured. In 2019, the Supreme Court of Mongolia upheld the revocation of CGM's mineral licences for the Gatsuurt project, resulting in significant uncertainty regarding recoverability. Accordingly, the Group recognized a full impairment of $47,606 in prior periods due to a significant increase in credit risk.
Notwithstanding the impairment, Boroo Singapore is pursuing international arbitration under applicable investment protection agreements and may seek recovery of historical investments and damages related
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
to the project. While the outcome of these proceedings remains uncertain, the Group may recover a portion or all of the impaired amount in the future.
Investment in Bonds
The Group currently holds four bonds which are issued by Boroo Singapore. The realisation of these bonds, which are due for redemption on December 31, 2026, is reliant on operations of Minera Boroo Misquichilca SA ("MBM"), a gold mining company with operations located in Peru, which is a $100\%$ owned subsidiary of Boroo Singapore.
IFRS 9 – Financial Instruments requires a company to reassess impairment of financial instruments based on expected credit loss model and adjust the impairment allowances where necessary. An assessment was performed as at December 31, 2024 and there were no impairment factors identified and concluded that the bonds are considered fully recoverable under current conditions. As of December 31, 2025, there were no impairment factor identified.
The below is the continuity table of the investment in bonds:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Balance, beginning of the year | 97,050 | 156,442 |
| Accrued interest income | 6,731 | 3,455 |
| Offset with Dividends declared | - | (65,000) |
| Reversal of credit loss allowance | - | 2,153 |
| Total investment in bonds | 103,781 | 97,050 |
At December 31, 2025, Boroo Gold held four bonds issued by Boroo Singapore as follows:
| Bond | Initial Investment | Additional Investment | Interest Rate | Original Maturity | Amended Maturity | Principal Balance |
|---|---|---|---|---|---|---|
| 1 | $40,000 | - | 8% | Dec 31, 2025 | Dec 31,2026 | $1,000 |
| 2 | $100,000 | - | 12.5% | Dec 31, 2025 | Dec 31,2026 | $51,337 |
| 3 | $8,000 | $1,500 | 10% | Dec 31, 2025 | Dec 31,2026 | $1,000 |
| 4 | $5,000 | $1,300 | 13.4% | Dec 31, 2025 | Dec 31,2026 | $1,000 |
| Principal balance | $54,337 | |||||
| Interest receivable balance | $49,444 | |||||
| Total balance as at December 31, 2025 | $103,781 |
Non-Current Assets
At December 31, 2025, non-current assets amounted to $141,156, compared to the balance of$ 136,348 at December 31, 2024. The increase in non-currents assets was mainly due to an increase in property, plant and equipment, which was partially offset by impairment of equipment under construction. Non-current assets are comprised of property plant and equipment of $138,486 primarily related to the plant and equipment at the mine sites of ATO and Boroo Projects of $62,569, equipment under construction for the ATO Phase 2 development of $54,100, mineral property of $20,491, asset retirement cost of $619 and right-of-use-assets of $707. The remaining balance relates to exploration and evaluation assets of $1,643 pertaining to the Company's 80% interest in the Uudam Khundii project through Corundum Geo LLC, long term investments of $225, and deferred tax asset of $802.
Long-term investments at December 31, 2025 consisted of 30,000 common shares in TDB and 1,071,806 common shares in Trinity One Metals Ltd. (formerly Aranjin Resources Ltd.). As of December 31, 2025, the amounts attributable to the investment in shares was $225 (December 31, 2024: $ 317).
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
Liabilities
Total liabilities for the Group amounted to $215,553 as at December 31, 2025, compared to $242,079 as at December 31, 2024. The decrease was primarily attributable to income tax payment of $42,028, repayment of the BORO bond totalling $28,700, loan, lease and interest repayments of totalling $57,288 including the Triple Flag Gold Prepay loan repayment. These decreases were partially offset by revaluations associated with the streaming arrangement liability of $35,789, income tax payable increase of $37,775, Triple Flag Gold Prepay loan of $3,200 and convertible debenture derivative of $2,969 for the year ended December 31, 2025.
The table below shows the breakdown of total liabilities:
| (US$ 000's) | December 31, 2025 $ | December 31, 2024 $ |
|---|---|---|
| Amounts payable and other liabilities | 10,762 | 13,162 |
| Dividend payable | - | 2,001 |
| Lease liability | 633 | 616 |
| Due to Boroo Singapore | 945 | - |
| Triple Flag Gold Prepay Loan | 7,207 | 6,914 |
| Loans and borrowings | 104,638 | 134,142 |
| BORO Bond | 14,300 | 43,000 |
| Asset retirement obligation | 17,070 | 16,970 |
| Streaming arrangement in default | 8,265 | - |
| Streaming arrangement liability | 31,967 | 4,443 |
| Convertible debenture - derivative and liability | 6,046 | 2,857 |
| Current tax liability | 13,720 | 17,973 |
| Balance end of period | 215,553 | 242,078 |
Triple Flag Gold Prepay Loan
On March 15, 2024, Steppe Gold entered into the Triple Flag Gold Prepay Loan agreement with Triple Flag for an advance of $5,000 (the "Triple Flag Gold Prepay Loan"). The loan term requires repayment by the Company over five months, beginning on August 15, 2024, through five equal monthly deliveries of 530 ounces of gold, totalling 2,650 ounces. On February 11, 2025, the Company received a further $3,032 from the ATC sale receivable amount and the proceeds were applied to 1,000 ounces of gold repayment related to the Triple Flag Gold Prepay Loan.
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Balance, beginning of the period | 6,914 | - |
| PPA fair value of gold prepay loan | - | 6,505 |
| Repayments | (2,907) | - |
| Fair value movement for the period | 3,200 | 409 |
| Balance, end of the period | 7,207 | 6,914 |
The Triple Flag Gold Prepay Loans were revalued using the London Bullion Market Association gold price and a loss on fair value revaluation of $3,200 was recognized in the consolidated statements of income and comprehensive income for the year ended December 31, 2025 (December 31, 2024: $409).
16
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
On March 31, 2025, the Company was served with a Statement of Claim filed in the Ontario Superior Court of Justice in connection with a contractual dispute by Triple Flag, naming the Company as the defendant. In the Statement of Claim, Triple Flag seeks delivery of 1,650 troy ounces of refined gold or contractual damages of approximately $5,000. The Company delivered a Statement of Defence on May 7, 2025. The Company is currently engaged in discussions with Triple Flag to resolve the outstanding balance related to the Gold prepay agreement.
Loans Payable
Total loans and interest payables outstanding with TDB and Mongolian Mortgage Corporation HFC LLC ("MIK") at December 31, 2025 was $104,638 (December 31, 2024: $134,142), split between the current portion of $63,154 and the long-term portion totaling $41,484.
Details of loans payable outstanding at December 31, 2025 and December 31, 2024 were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| ATO Phase 2 loan (i) | 49,600 | 49,577 |
| TDB Line of Credit – USD (ii) | - | 20,000 |
| TDB Line of Credit – MNT (ii) | - | 1,982 |
| TDB Gold II loan (iii) | 2,154 | 2,152 |
| TDB Blue Sky office loan (iv) | 1,603 | 2,045 |
| TDB Leasing – MIK (v) | 47,734 | 48,734 |
| TDB Jarden apartment loan (vi) | - | 365 |
| TDB Green Loan (vii) | - | 455 |
| TDB New fleet loan (viii) | - | 5,068 |
| Loan interest payable | 3,547 | 3,764 |
| Balance end of period | 104,638 | 134,142 |
| Less: current portion | (63,154) | (19,590) |
| Long-term portion | 41,484 | 114,552 |
(i) On July 2023, Steppe Gold signed a binding term sheet with TDB, and affiliated entities, for $150,000 in financing ("ATO Phase 2 Loan") to fund the construction and completion of the ATO Phase 2 Expansion (the "Phase 2 Expansion"). The terms of the financing were comprised of three tranches of $50,000 each for a total of $150,000, expected to be funded in line with the planned construction of the ATO Phase 2 Expansion. In August 2023, Steppe Gold signed a loan agreement for the first tranche of $50,000, which incurs interest at a rate of 13.40% per annum for a term of 48 months, repayable in five equal installments every six months from August 30, 2025, to August 30, 2027.
Subsequent to December 31, 2025, on March 12, 2026, the Company reached an agreement with TDB to defer the first installment of $9,600 to August 9, 2026, with the remaining $40,000 to be paid in four equal semi-annual installments between August 9, 2026, and August 9, 2028.
As at December 31, 2025, a total of $49,600 was drawn under the ATO Phase 2 Loan (December 31, 2024: $49,577) with $9,600 of the loan classified as a current liability (December 31, 2024: $10,000). Terms of the second and third tranches remain subject to negotiation with TDB and affiliated entities. Steppe Mongolia's licenses, movable properties and immovable properties were pledged under the ATO Phase 2 Loan agreement.
(ii) In January 2024, Boroo Gold entered into a credit agreement with TDB that provides up to a maximum of $20,000 in financing at an interest rate of 15% per annum and up to a
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
maximum of $30,000 equivalent MNT in financing at an interest rate of 18% per annum for a period of 60 months. At December 31, 2024, there was $20,000 outstanding pursuant to the USD credit loan and $1,982 outstanding pursuant to the MNT credit loan. As at December 31, 2025, the loan balances were fully repaid.
(iii) In November 2021, Steppe Gold entered into a loan agreement with TDB for MNT 170 billion ($59,700) (the "TDB Gold II Loan") which is a covenant light loan and incurs interest of 9% per annum for a term of 36 months facilitated under the Central Bank of Mongolia "Gold 2" program. The funds under the TDB Gold II Loan were advanced based on a conditional agreement between the Central Bank of Mongolia and TDB, which was completed on November 10, 2021. In order to secure the obligations under the TDB Gold II Loan, the Company provided a pledge of its licenses, movable properties and immovable properties. An intercreditor agreement governs the priority and ranking of charges between TDB and Triple Flag. As at December 31, 2025, a total of MNT 162.5 billion was repaid and the remaining balance was MNT 7.5 billion ($2,154). The repayment date for the remaining balance was extended to August 30, 2025 with an interest rate of 18% per annum.
On October 7, 2025, TDB filed a civil claim against Steppe Gold LLC seeking payment of approximately $2,189, representing the loan principal, accrued interest and penalty interest owed to TDB under a breach of contractual obligation. Subsequent to the year end, on February 23, 2026, the Company reached an agreement with TDB to fully repay the outstanding loan in installments by July 31, 2026. Steppe Mongolia's licenses, movable properties and immovable properties were pledged under the TDB Gold II Loan agreement.
(iv) In July 2019, Boroo Gold entered into a loan agreement with TDB for gross proceeds of $3,104, incurring interest at a rate of 14.4% per annum and repayable over a term of 180 months, to finance the purchase of office property (the "TDB Blue Sky office loan"). Boroo Gold pledged the office property as collateral for this loan. As at December 31, 2024, the Company had total payables of $2,045, compared to $1,603 as at December 31, 2025.
(v) In April 2021, Boroo Gold entered into a loan agreement with TDB Leasing LLC for gross proceeds of $55,000, incurring interest at a rate of 12.3% per annum for an initial period of 33 months ("TDB Leasing – MIK"). In 2024, the maturity date of the loan was extended until December 31, 2026 and the interest rate revised to 14.8% per annum. In addition, in 2024, the loan agreement was transferred to MIK. A repayment of $1,000 was made in June 2025, with the balance repayable on the maturity date. Interest payable on this loan at December 31, 2025 was $1,761 (December 31, 2024: $3,142) with principal of $47,734 (December 31, 2024: 48,734). Subsequent to the year end, on January 14, 2026, a repayment of $1,000 was made to MIK.
(vi) In November 2020, Boroo Gold entered into a loan agreement with TDB for MNT 1.7 billion ($507) for the purpose of acquiring a property (the "TDB Jarden apartment loan"). The loan incurs interest at a rate of 14.4% per annum and is repayable over a period of 180 months. As at December 31, 2025, the loan balance was fully repaid (December 31, 2024: payable $365).
(vii) In March 2022, Boroo Gold entered into a loan agreement under the Green Loan Program with TDB for MNT 2 billion ($592) for the purpose of carrying out green projects and programs that are environmentally friendly, mitigate climate change, and reduce greenhouse gas emissions (the "TDB Green Loan"). The loan incurred interest at a rate of 12% per annum and was fully repaid as at December 31, 2025 (December 31, 2024: $455).
(viii) In January 2024, Boroo Gold entered into an equipment loan agreement with TDB (the "TDB
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
New Fleet loan") for MNT 20 billion (\$5,915) for the purpose of acquiring equipment for Boroo Gold's business operation. The loan incurred interest at a rate of 18% per annum and was fully repaid as at December 31, 2025 (December 31, 2024: \$5,068).
BORO Bond
On December 5, 2024, Boroo Gold issued a "BORO" bond offering in the Mongolian domestic over-the-counter market with a third-party Mongolian mortgage provider totalling \$43,000 to finance working capital and improvements in equipment for operations (the "Bond Agreement"). The bond incurs interest at a rate of 12.3% per annum, payable on a semi-annual basis, and the maturity date is March 5, 2027.
Within the framework of the Bond Agreement, Boroo Gold's real estate for office use, mineral exploitation licenses, and income from current and savings accounts (current and future) in commercial banks have been pledged. Boroo Gold has guaranteed that funds will be used for the purposes outlined in the Securities Prospectus (as defined in the Bond Agreement).
On November 7, 2025, the Company entered into an early repayment agreement with MIK and repaid principal of \$28,700 along with accrued interest of \$1,355. As at December 31, 2025, accrued and payable interest on the BORO bond was \$113 (December 31, 2024: \$377), and the outstanding payable balance was \$14,300 (December 31, 2024: \$43,000).
Subsequent to the year end, on February 9, 2026 and on March 26, 2026 the Company made repayments of \$4,300 and \$10,000 to MIK, respectively. As a result of these repayments, the BORO bond payable has been fully repaid.
Stream Arrangement
Steppe Gold entered into a stream arrangement (see the section "Stream Agreement") with Triple Flag in 2017 and amended the arrangement in 2019 to sell gold and silver produced from the ATO Project. Under the terms of the Stream Agreement, Triple Flag advanced \$28,000 to Steppe Gold and Steppe Investments Limited ("Steppe BVI") is obligated to sell annually to Triple Flag 25% of the gold and 50% of the silver produced, subject to an annual cap of 7,125 ounces of gold and 59,315 of silver, from the ATO Project until such time as Steppe BVI has sold an aggregate of 46,000 ounces of gold and 375,000 ounces of silver, respectively. As of December 31, 2025, the Company sold a total of 30,080 ounces of gold and 114,285 ounces of silver to Triple Flag.
The Stream Agreement is recorded at fair value at each reporting date as the Company has determined the obligation is a derivative liability to be carried at fair value through profit or loss ("FVTPL"). The fair value is determined by an independent valuation consultant and amounted to \$31,967 as at December 31, 2025 (December 31, 2024: \$4,443).
As at December 31, 2024, Phase 2 production was not included in the measurement of the stream liability, as the project had not reached a sufficient level of technical and economic certainty to support the inclusion of probability-weighted future cash flows. Accordingly, the valuation at that date was based solely on the ATO Phase 1 production.
The fair value of the Stream Agreement as at December 31, 2025 was determined using a discounted cash flow model based on the contractual terms of the arrangement and estimated future metal deliveries. The valuation incorporates key assumptions including commodity price forecasts, a discount rate reflecting the risks associated with the expected cash flows, and the potential development of ATO Phase 2, which has been included on a probability-weighted basis. Key inputs include gold price assumptions ranging from approximately \$3,000 to \$3,996 per ounce, a discount rate of 27.5%, and a probability weighting of approximately 55% applied to ATO Phase 2.
While recent production at ATO has been limited as the Company focuses on equipment issues, the Company is delayed on certain delivery obligations under the Stream Agreement and is actively working with its lenders, and with Triple Flag, to address this matter.
STEPPE GOLD
Management's Discussion and Analysis
December 31, 2025
The Group has not made deliveries under the Stream Agreement since October 21, 2024 and was in default of its delivery obligations as at December 31, 2025. As at that date, 1,637 ounces of gold and 15,486 ounces of silver remained undelivered under the agreement. The estimated market value of undelivered metals of $8,265 has been recognized as a stream arrangement in default in the consolidated statement of financial position.
In October 2025, Triple Flag initiated confidential arbitration proceedings against Steppe Investments Limited, Steppe Gold Ltd., and Steppe Gold LLC (collectively, the "Steppe Group"), alleging default under the Stream Agreement. Triple Flag is seeking specific performance for the delivery of 1,629 ounces of gold and 8,397 ounces of silver, plus interest and costs.
The arbitration hearing is scheduled for June 2026. The parties are currently undertaking document production, following which written witness statements and evidentiary briefs will be exchanged. The Company has recognized a liability in respect of this matter. The outcome of the arbitration remains uncertain at this time.
Lease Liability
The Company has leases in place for its offices in Toronto, Canada, mining haul trucks, and light motor vehicles. The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment. The remaining lease term for the offices, light vehicles and mining haul trucks range from one to five years. There were lease liability additions related to mining haul trucks of $4,096 which was repaid in full during the year ended December 31, 2025 and office lease addition of $254. The leases have fixed payment terms.
Convertible Debenture
On January 27, 2022, the former Chief Executive Officer of the Company, Mr. Bataa Tumur-Ochir, acquired $3,000 convertible debentures of Steppe Gold from Mongolian National Investment Fund PIF SPV. The debentures had a maturity date of January 30, 2022, which was extended to January 27, 2024, and has now been extended to January 27, 2027. The debentures carry an interest rate of 13.5%. The debentures are convertible at the option of the holder into common shares of Steppe Gold at a conversion price of $0.68 per common share.
The balance of the convertible debentures loan liability was $2,697 (December 31, 2024: $2,477) and the fair value of the derivative portion was $3,349 (December 31, 2024: $380) as at December 31, 2025. The increase in fair value of the derivative portion of convertible debentures was due to the increase in the Company's share price from $0.42 per share as at December 31, 2024 to $1.40 per share as at December 31, 2025.
Liability Maturity Analysis
The maturity analysis of financial liabilities as at December 31, 2025 is as follows:
| Less than 1 year $ | 1-3 years $ | 3-5 years $ | More than 5 years $ | Total $ | |
|---|---|---|---|---|---|
| Amounts payable and other liabilities | 10,762 | - | - | - | 10,762 |
| Due to Boroo Singapore | 945 | - | - | - | 945 |
| Lease liability | 314 | 277 | 42 | - | 633 |
| Streaming arrangement in default | 8,265 | - | - | - | 8,265 |
| Streaming arrangement | 2,170 | 11,968 | 8,087 | 9,742 | 31,967 |
| Convertible debentures – derivative | 3,349 | - | - | - | 3,349 |
| Convertible debentures – loan liability | - | 2,697 | - | - | 2,697 |
| Loans payable | 63,154 | 21,484 | 20,000 | - | 104,638 |
| BORO bond | - | 14,300 | - | - | 14,300 |
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
Triple Flag Gold Prepay Loan 7,207 - - - 7,207
Total 96,166 50,726 28,129 9,742 184,763
Shareholders' Equity
Common shares issued:
| Number of common shares | $ | |
|---|---|---|
| Balance at December 31, 2023 | 3,000,000 | 3,000 |
| Cancellation of Boroo Gold common shares at the acquisition date | (3,000,000) | - |
| Shares issued to Boroo Singapore from Steppe Gold (i) | 143,796,574 | - |
| Fully diluted common shares of Steppe Gold (ii) | 113,442,378 | 52,422 |
| Dilutive shares of Steppe Gold (iii) | (4,411,765) | |
| Balance at December 31, 2024 | 252,827,187 | 55,422 |
| Balance at December 31, 2025 | 252,827,187 | 55,422 |
(i) On August 1, 2024, the Company completed the Boroo Gold Transaction.
(ii) As of August 1, 2024, Steppe Gold had a total of 113,442,378 fully diluted common shares issued and outstanding.
(iii) Steppe Gold has a convertible debenture of $3,000 which can be convertible to 4,411,765 common shares.
Liquidity
As at December 31, 2025, the Group reported working capital of $107,336, including bond investments of $103,781 maturing on December 31, 2026. The Group's liquidity is supported by cash on hand, expected cash flows from operations and the maturity of its bond investments.
The Group has contractual obligations totaling $184,763, of which $96,166 is due within the next 12 months. These obligations primarily include loans payable, streaming arrangements (including amounts in default), convertible debentures and trade and other payables. The concentration of obligations in the near term increases the Group's reliance on operating cash flows, bond maturity proceeds and ongoing financing initiatives to meet its commitments as they fall due.
The Group continues to engage with Trade and Development Bank to restructure its existing debt facilities to better align with its operating cash flow profile and funding requirements. Liquidity remains sensitive to the timing of debt servicing obligations, working capital requirements, commodity price movements and the realization of bond investments.
Capital Resources
As at December 31, 2025, the Group's capital resources consisted primarily of cash and cash equivalents and bond investments of $103,781 maturing on December 31, 2026, together with expected cash flows from its producing operations, primarily Boroo, Ulaanbulag and ATO Gold Mines.
Capital expenditures are expected to continue across the Group's portfolio, including sustaining activities at its producing operations, advancement of ATO Phase 2, and ongoing work on exploration sites. The timing and level of such expenditures will depend on available liquidity, financing arrangements and market conditions.
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
The Group expects to fund its capital requirements through a combination of existing cash balances, proceeds from bond investments upon maturity, operating cash flows and, where required, external financing. The Group continues to engage with Trade and Development Bank to align its capital structure with its operating cash flow profile and planned expenditures.
While the Group expects that its current capital resources, together with anticipated operating cash flows and bond maturities, will support its ongoing operations and planned activities, there can be no assurance that additional financing, if required, will be available on acceptable terms.
Off Balance Sheet Arrangements
As of the date of this filing, the Company does not have any off-balance-sheet arrangements.
Income Statement
| (US$ 000's) | Q4 | Q4 | YTD | YTD |
|---|---|---|---|---|
| Dec 31 | Dec 31 | Dec 31 | Dec 31 | |
| 2025 | 2024 | 2025 | 2024 | |
| Revenue | 157,477 | 46,220 | 249,474 | 178,133 |
| Toll refiner revenue | 2,560 | - | 4,656 | - |
| Total revenue | 160,037 | 46,220 | 254,130 | 178,133 |
| Cash Cost of Sales | (33,180) | (20,676) | (68,753) | (64,594) |
| Operating income from mine operations before non-cash items | 126,857 | 25,544 | 185,377 | 113,539 |
| Depletion and Depreciation | (5,735) | (4,564) | (15,744) | (17,474) |
| Inventory write-down (heap leach pad and gold in circuit) | (31,402) | - | (31,402) | - |
| Impairment loss | (10,641) | - | (10,641) | - |
| Profit from Mine Operations | 79,079 | 20,980 | 127,590 | 96,065 |
| Corporate Administration | (4,740) | (3,879) | (11,723) | (9,222) |
| Exploration & Evaluation | (110) | (29) | (132) | (32) |
| Operating Profit | 74,229 | 17,072 | 115,735 | 86,811 |
| Finance (Costs)/Income | (35,811) | 2,724 | (48,342) | (7,203) |
| Foreign Exchange Gain (Loss) | (241) | 809 | 879 | 526 |
| Profit/(Loss) Before Tax | 38,177 | 20,605 | 68,272 | 80,134 |
| Income Tax | (28,105) | (2,206) | (35,574) | (18,811) |
| Profit/(Loss) After Tax | 10,072 | 18,399 | 32,698 | 61,323 |
| Cumulative translation adjustment | 146 | (916) | 62 | (1,571) |
| Profit/(Loss) for the period | 10,218 | 17,483 | 32,760 | 59,752 |
| Basic Net earnings/(loss) and Comprehensive Loss per Common Share | 0.040 | 0.125 | 0.129 | 0.324 |
| Diluted Net earnings/(loss) and Comprehensive Loss per Common Share | 0.039 | 0.124 | 0.127 | 0.321 |
| Weighted average number of common shares outstanding - basic | 252,827,187 | 147,206,797 | 252,827,187 | 189,225,996 |
| Weighted average number of common shares outstanding - diluted | 257,238,952 | 148,309,738 | 257,238,952 | 191,064,232 |
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
Revenue
For the three months and year ended December 31, 2025, the Group sold 37,337 and 75,927 ounces of gold and 28,507 and 52,207 ounces of silver, respectively, for total gross revenue of $157,477 and $249,474, respectively. Other revenue of $2,560 and $4,656 for the three months and year ended December 31, 2025, respectively, were derived from processing ore for a third party.
During the three months and year ended December 31, 2024, the Group generated total gross cash revenue of $46,220 and $178,133, respectively, consisting of 17,567 and 78,450 ounces of gold and 3,937 and 35,848 ounces of silver, respectively.
The following table summarizes gold and silver ounces sold, sales revenue and average realized selling price for ATO and Boroo Projects for the year ended December 31, 2025.
| Boroo Project | ATO Project | |||||
|---|---|---|---|---|---|---|
| Period | Gold sold oz | Average price per oz | Revenue $ | Gold sold oz | Average price per oz | Revenue $ |
| Q1 2025 | 14,808 | 2,000 | 29,616 | 803 | 2,795 | 2,246 |
| Q2 2025 | 14,063 | 2,074 | 29,164 | 927 | 3,325 | 3,082 |
| Q3 2025 | 6,333 | 3,404 | 21,561 | 1,656 | 3,439 | 5,691 |
| Q4 2025 | 35,191 | 4,190 | 147,421 | 2,146 | 4,005 | 8,596 |
| Total | 70,395 | 227,762 | 5,532 | 19,615 | ||
| Period | Silver sold oz | Average price per oz | Revenue $ | Silver sold oz | Average price per oz | Revenue $ |
| Q1 2025 | 3,007 | 30 | 90 | 16,166 | 26 | 416 |
| Q2 2025 | 2,926 | 27 | 78 | 126 | 31 | 4 |
| Q3 2025 | 1,373 | 34 | 46 | 102 | 29 | 3 |
| Q4 2025 | 7,930 | 49 | 387 | 20,577 | 52 | 1,073 |
| Total | 15,236 | 601 | 36,971 | 1,496 |
Cash cost of sales
Cash cost of sales for the three months and year ended December 31, 2025 was $33,180 and $68,753, respectively, compared to $20,676 and $64,594 for the corresponding periods in 2024. The increase in cash cost of sales is primarily attributable to higher production and sales volumes in 2025 relative to 2024, resulting in increased operating costs.
Cash cost of sales includes direct operating costs associated with mining, processing and site operations, as well as a 5% royalty on gold sales payable to the Government of Mongolia. The increase year-over-year reflects the higher level of operational activity and corresponding royalty expenses driven by the increased sales.
Depreciation and Amortization
Depreciation and depletion for the Group totalled $5,735 for the fourth quarter of 2025 compared to $4,564 for the same period in 2024.
Depreciation and depletion for the Group totalled $15,744 for the year ended December 31, 2025 compared to $17,474 for the same period in 2024.
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
Inventory write-down
During the year ended December 31, 2025, the Company performed additional technical work including targeted drilling of ATO heap leach pad areas, metallurgical testing and updated modelling of recoverable ounces. Based on this work and analysis of operational data obtained during 2025, management revised the estimated recoverability rate used. As a result of this assessment, the Company recorded a heap leach pad inventory and gold in circuit write-down of approximately $31,402 during the year ended December 31, 2025, which was recognized in cost of sales in the consolidated statement of financial position.
Impairment loss
During the year ended December 31, 2025, the Company recognized an impairment loss of $10,641 related to certain crushing equipment. The impairment followed operational testing which indicated that the crusher did not achieve the throughput required for ATO Phase 2 and differs from the processing configuration contemplated in the feasibility study. As a result, management determined that the existing crushing facility cannot be integrated into the ATO Phase 2 development without significant modification and is not expected to generate future economic benefits. Accordingly, the recoverable amount was determined to be nil and a full write-down of the carrying value was recognized, including $9,871 classified as equipment under construction and $770 of legacy components recorded in property, plant and equipment.
Corporate Administration Costs
Corporate administration costs for the Group were $4,740 for the fourth quarter of 2025, compared to $3,879 in the same period in 2024. For the year ended December 31, 2025, corporate administration costs were $11,723, compared to $9,222 in the same period in 2024. The increase on a full year basis primarily reflects that 2024 included only four months of corporate costs following the completion of the reverse takeover on August 1, 2024.
Finance Costs
Net finance cost of $35,811 was reported for the fourth quarter of 2025, compared to net finance income of $2,724 reported for the same period in 2024. The increase in finance expenses in the fourth quarter of 2025 primarily consisted of fair value increase in streaming arrangement of $33,212 resulting from ATO Phase 2 inclusion in the streaming arrangement valuation, interest on loans and BORO bond of $3,084, fair value increase in Triple Flag Gold Prepay Loan of $893, which was partially offset by the interest income on the bonds receivable of $1,697.
In the fourth quarter of 2024, net finance income primarily consisted of interest income from investment in bonds of $1,697, gain on stream liability fair valuation of $1,973 and reversal of credit allowance on bond receivable of $2,153, which was partially offset by the interest expense of $3,745.
Net finance cost of $48,342 was reported for the year ended December 31, 2025, compared to the finance cost of $7,203 reported for the same period in 2024. The increase in finance expenses in 2025 primarily consisted of fair value increase in streaming arrangement of $35,789 resulting from ATO Phase 2 inclusion in the streaming arrangement valuation, interest on loans and the BORO bond of $14,376, fair value increase in Triple Flag Gold Prepay Loan of $3,200, which was partially offset by the interest income on the bonds receivable of $6,731.
For the same period in 2024, net finance cost of $7,203 was reported. The finance cost in 2024 resulted from the interest expense of $11,928, accretion expenses related to asset retirement obligation and convertible debenture of $1,759, which was partially offset by the interest income of $3,710, gain on stream liability fair valuation of $1,254 and reversal of credit allowance on bond receivable of $2,153.
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
Foreign Exchange Gain (Loss)
Foreign exchange loss was $241 for the fourth quarter of 2025, compared to a gain of $809 for the same period in 2024. The decrease was primarily due to the strengthening of the Mongolian tugrik against the United States dollar, partially offset by a weaker Canadian dollar.
Foreign exchange gain was $879 for the year ended December 31, 2025, compared to a gain of $526 in 2024. The increase was primarily driven by the weakening of the Mongolian tugrik against the United States dollar, partially offset by a stronger Canadian dollar. Foreign exchange movements primarily reflect the revaluation of United States dollar-denominated monetary balances held by entities with non-United States dollar functional currencies.
Taxation
The Group's main operating subsidiaries in Mongolia generated taxable income and income tax expenses of $37,775 was reported in the consolidated statements of income and comprehensive income for the year ended December 31, 2025. There was a deferred tax asset of $802 recorded as at December 31, 2025, compared to a deferred tax asset of $894 at December 31, 2024.
Cash Flow Statement
| (US$ 000's) | Q4
Dec 31, 2025 | Q4
Dec 31, 2024 | YTD
Dec 31, 2025 | YTD
Dec 31, 2024 |
| --- | --- | --- | --- | --- |
| Cash flows - operating activities | 108,674 | 16,797 | 114,328 | 66,695 |
| Cash flows - investing activities | (10,671) | (1,492) | (25,508) | (12,062) |
| Cash flows - financing activities | (35,318) | 28,201 | (67,657) | (22,404) |
| Net (decrease) increase in Cash | 62,685 | 43,506 | 21,163 | 32,229 |
Cash generated from operating activities was $108,674 for the three months ended December 31, 2025 and $114,328 for the year ended December 31, 2025, compared to $16,797 and $66,695, respectively, for the same periods in 2024. The increase in operating cash flows was primarily driven by higher revenue, partially offset by income tax payments, interest payments on loans, and ongoing operating costs.
Cash used in investing activities for the three months and year ended December 31, 2025 was $10,671 and $25,508, respectively, compared to cash used in investing activities of $1,492 for the fourth quarter of 2024 and $12,062 for the year ended December 31, 2024. Cash used in investing activities in the three months and year ended December 31, 2025 included additions to property, plant and equipment of $10,671 and $29,741, respectively, partially offset by $4,233 of ATC sale proceeds included in the year ended December 31, 2025. Cash used in investing activities for the three months and year ended December 31, 2024 included capital expenditure of $1,492 and $12,062, respectively.
Cash used in financing activities were $35,318 and $67,657, respectively, for the three months and year ended December 31, 2025, compared to cash generated from financing activities of $28,201 and cash used in financing activities of $22,404, respectively, for the three months and year ended December 31, 2024. Cash outflows from financing activities for the year ended December 31, 2025 primarily related to various TDB loan repayments, BORO bond repayment of $28,700, and Triple Flag Gold Prepay loan repayment of $2,907. The same period in 2024 included a payment of dividends amounting to $60,500, loan repayment of $27,529 and stream repayment of $3,043, which were partially offset from loan proceeds of $25,924 and BORO bond proceed of $43,000.
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
Outstanding Common Shares
As at the date of this MD&A, there were 252,827,187 common shares of the Company issued and outstanding and there were convertible debentures held by Mr. Tumur-Ochir expiring on January 27, 2027, convertible into 4,411,765 common shares of the Company at a conversion price of US$0.68 per common share.
Related Party Transactions
The Company's related parties include its subsidiaries, controlling entities and key management personnel who are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.
As a result of the Boroo Gold Transaction, Boroo Gold is 100% owned by Steppe Gold, whose majority shareholder is now Boroo Singapore through its acquisition of 56.88% of the shares of Steppe Gold. Boroo Singapore is 70% owned by Eminent Stride Limited BVI and 10% owned by Mr. Dulguun Erdenebaatar, a director of the Company. Eminent Stride Limited BVI is 100% owned by TDB Capital Singapore Ltd. ("TDB Capital").
Boroo Singapore's consolidated financial statements are available for public use at Singapore registry (ACRA) and TDB Capital does not produce consolidated financial statements available for public use as it is a private exempt company.
Measurement of Related Party Transactions
Related party transactions are measured at the exchange amount, being the amount of consideration agreed to between the parties. Investment in bonds, loans, financing arrangements and convertible debentures are recognized and measured in accordance with their contractual terms and applicable accounting standards, including initial recognition at fair value and subsequent measurement at amortized cost or fair value, as applicable.
Shared service arrangements, including accounting system cost allocations, are measured based on the cost of services provided without mark-up. Management considers that the terms of these transactions are consistent with those that would be agreed to between arm's length parties in similar circumstances.
The following are details of related party transactions during the year ended December 31, 2025 and December 31, 2024:
| Related Party | Relationship | Nature of transaction | Dec 31, 2025 $ | Dec 31, 2024 $ |
|---|---|---|---|---|
| Boroo Singapore | Immediate holding company | Bonds purchased (i) | - | (65,000) |
| Boroo Singapore | Immediate holding company | Interest receivable (i) | 6,731 | 3,454 |
| TDB | Associated company of ultimate holding company | Project financing (ii) | (29,581) | (46,609) |
| TDB | Associated company of ultimate holding company | Forward contract sales (iii) | 56,168 | 43,894 |
| Centerra Gold Mongolia LLC | Subsidiary of Boroo Singapore | Centerra financing (iv) | 590 | 282 |
| Bataa Tumur-Ochir | Former Chairman and Chief Executive Officer | Convertible debenture (v) | 400 | 194 |
| Boroo Singapore | Immediate holding company | Shared service cost (vi) | 945 | - |
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
(i) Bonds purchased and interest receivable
As at December 31, 2025, the Group held investment bonds issued by Boroo Singapore in the total amount of $103,781, including accumulated interest receivable of $49,444 with a maturity date of December 31, 2026. During the year ended December 31, 2025, the bonds accrued interest of $6,731 (December 31, 2024: $3,455).
The realization of these bonds, which are due for redemption on December 31, 2026, is reliant on cash flows from operations of MBM, and a 100% owned subsidiary of Boroo Singapore. An assessment has been performed as at December 31, 2024 and there was no impairment factors identified and this assessment concluded that the bonds are considered fully recoverable under current conditions. As of December 31, 2025, there has been no change to the previous assessment.
(ii) TDB and its subsidiaries
As at December 31, 2025, the Company had several loans with TDB and a finance lease with TDB Leasing totalling $55,030 (December 31, 2024: $82,265), with interest rates ranging from 9% to 18%.
Although not a related party at the time, on July 11, 2023, Steppe Gold signed a binding term sheet with TDB and TDB Capital to collectively provide up to $150,000 in project financing to fully fund the construction and completion of the ATO Phase 2 Expansion. The balance of this loan was $49,600 at December 31, 2025 (December 31, 2024: $49,577).
During the year ended December 31, 2025, the Company leased additional equipment from TDB Leasing for $4,096, which was repaid in full as at year end of 2025.
On October 7, 2025, TDB filed a civil claim against Steppe Gold LLC in connection with the unpaid principal and interest on TDB Gold II Loan. Subsequent to December 31, 2025, on February 23, 2026, the Company reached an agreement with TDB to fully repay the outstanding loan in installments by July 31, 2026.
The movement on the loans with TDB and TDB Leasing (transferred to MIK during 2024) for the reporting periods is shown in the table below:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Balance at beginning of the year | 82,265 | 85,418 |
| Steppe Gold Loan at acquisition | - | 51,729 |
| Additions | 4,096 | 25,924 |
| Transferred to MIK | - | (51,876) |
| Repayments | (32,408) | (27,529) |
| Accrued interest | 8,098 | 14,323 |
| Interest paid | (7,094) | (15,116) |
| Foreign exchange | 73 | (608) |
| Balance end of the period | 55,030 | 82,265 |
(iii) TDB forward sales contract
On March 14, 2024, Boroo Gold signed a forward sales contract with TDB, to sell its gold production to TDB at $2,000 per ounce. The forward sales contract ran from March 14, 2024, to December 31, 2024, with monthly deliveries of 4,500 ounces up to a total contract amount of 50,000 ounces. Any shortfalls of monthly deliveries were to be made good in the following month. The forward sales contract was extended on May 28, 2024, first until March 31, 2025, and subsequently until June 30, 2025, to allow Boroo Gold more time in planning its delivery schedule. Boroo Gold fulfilled the terms of the forward sales contract as at June 10, 2025. Boroo Gold has applied the "own use" exemption under IFRS 9 in accounting for the forward sales contract with TDB.
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
(iv) Centerra Gold Mongolia LLC
Receivables from related parties comprise of amounts due from Centerra Gold Mongolia LLC ("CGM"). These receivables are non-interest bearing and unsecured. The Group previously recognized an impairment loss due to a significant increase in credit risk arising from uncertainties related to the Gatsuurt Project.
The Gatsuurt project has been subject to ongoing regulatory and legal challenges, including changes in government policy regarding state participation and the revocation of CGM's mineral licenses, which was upheld by the Supreme Court of Mongolia in 2019.
Boroo Singapore is currently pursuing international arbitration under applicable investment protection agreements and may seek recovery of historical investments and damages related to the project.
(v) Convertible debentures
On January 27, 2020, the Company issued $3,000 of convertible debentures, which were subsequently acquired by the Company's former Chairman and Chief Executive Officer, Mr. Bataa Tumur-Ochir, from Mongolian National Investment Fund PIF SPV ("MNIF"). The debentures were originally due on January 30, 2022, and have since been extended to January 27, 2027. The debentures carry an interest rate of 13.5%. The conversion feature is classified as a derivative liability, as it is denominated in a currency other than the Company's functional currency and does not meet the "fixed for fixed" criteria under IFRS.
The balance of convertible debentures loan liability is $2,697 (December 31, 2024: $2,477) and the fair value of the derivative portion is $3,349 (December 31, 2024: $380) as at December 31, 2025.
(vi) Shared service cost
The amount due to Boroo Singapore relates to shared service costs, primarily accounting system and administrative cost recharges. These amounts are non-interest bearing, unsecured, and repayable on demand.
Balances due to related parties:
| Related Party | Relationship | December 31, 2025
$ | December 31, 2024
$ |
| --- | --- | --- | --- |
| TDB and TDB Leasing | Associated company of ultimate holding company | 55,029 | 72,889 |
| Boroo Singapore | Immediate holding company | 945 | - |
| Bataa Tumur-Ochir | The former Chairman and Chief Executive Officer | 6,046 | 2,857 |
Balances due from related parties:
| Related Party | Relationship | December 31, 2025
$ | December 31, 2024
$ |
| --- | --- | --- | --- |
| Centerra Gold Mongolia LLC | Subsidiary of Boroo Singapore | 47,606^{1} | 48,333^{1} |
| Boroo Singapore | Immediate holding company | 103,781 | 97,050 |
1 The balances outstanding were fully impaired as at the end of the respective financial periods.
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
Other related party transactions with related parties are in the normal course of operation and are measured at the amount of consideration established and agreed to by the related parties.
During the three months and year ended December 31, 2025, and December 31, 2024, management fees paid, or otherwise accrued, to key management personnel (defined as officers and directors of the Company) are shown below:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Management fees (key management personnel) | 1,502 | 703 |
| Non-executive directors | 72 | 48 |
| Total | 1,574 | 751 |
As at December 31, 2025, outstanding key management personnel and non-executive directors fees was $703 including accrued bonuses and management fees for previous periods (December 31, 2024: $274).
Subsequent events
Royalty Buyback Option Agreement
On January 22, 2026 the Company announced that it has entered into a royalty buyback option agreement (the "Option Agreement") with Boroo Singapore regarding the Alturas gold project located in Chile (the "Alturas Project"). Pursuant to the Option Agreement, Boroo Singapore granted Steppe Gold a call option (the "Option") providing Steppe Gold with the economic right to benefit from Boroo Singapore's contractual right to repurchase a 0.25% net smelter return royalty (the "NSR") applicable to the Alturas Project (the "Alturas Transaction").
Boroo Singapore will grant Steppe Gold an option over Boroo Singapore's existing contractual right to repurchase the NSR from the current royalty holder. The Option may be exercised by Steppe Gold during a 30-day period commencing on November 7, 2029. Upon exercise, Steppe Gold would pay US$7.5 million to Boroo Singapore to fund Boroo Singapore's cost to repurchase the NSR from the current holder.
Repayment of MIK Loan
On January 14, 2026, the Company made repayment of $1,000 under MIK loan agreement.
Repayment of BORO bond
On February 9, 2026 and on March 26, 2026 the Company made repayments of $4,300 and $10,000 to MIK, respectively. As a result of these repayments, the BORO bond payable has been fully repaid.
Equipment lease
On February 9, 2026, the Company entered into equipment lease agreements with TDB Leasing LLC and Barloworld LLC for the acquisition of mining equipment for the Boroo Project, with total commitments of approximately $9,400. These arrangements are expected to result in the recognition of right-of-use assets and corresponding lease liabilities in accordance with IFRS 16 Leases and support the Company's ongoing operations.
29
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
Due from Boroo Singapore – ATC sales proceeds
On August 1, 2024, the Company completed the sale of the Tres Cruces Oxide Project to MBM and Boroo Singapore for CAD$11.7 million payable over approximately 18 months (the "ATC Transaction"). Payment installments under the ATC Transaction were received in September 2024, February 2025, and July 2025, and the final installment of C$3 million was received on February 10, 2026.
TDB Gold 2 Loan – Repayment agreement
On October 7, 2025, TDB filed a civil claim against Steppe Mongolia seeking payment of approximately $2,189, representing the loan principal, accrued interest and penalty interest owed to TDB under a breach of contractual obligation. On February 23, 2026, the Company reached an agreement with TDB to repay the outstanding loan in instalments by July 31, 2026.
TDB Capital – share purchase
On February 27, 2026, TDB Capital announced that it acquired indirect beneficial ownership and control of 8,000,000 Common Shares of the Company, representing approximately 3.16% of the issued and outstanding Common Shares. TDB Capital indirectly beneficially owns and controls approximately 70% of the outstanding shares of Boroo Singapore, which beneficially owns and controls an aggregate of 143,796,574 Common Shares, representing approximately 56.88% of the issued and outstanding Common Shares of the Company on a non-diluted basis.
ATO Phase 2 Loan – Repayment schedule update
Subsequent to the year end, on March 12, 2026, the Company reached an agreement with TDB to defer the first installment of $9,600 to August 9, 2026, with the remaining $40,000 to be paid in four equal semi-annual installments between August 9, 2026, and August 9, 2028 under the ATO Phase 2 Loan.
Equipment lease
Subsequent to December 31, 2025, on February 9, 2026, the Company entered into equipment lease agreements with TDB Leasing LLC and Barloworld LLC for the acquisition of mining equipment for the Boroo Project, with total commitments of approximately $9,400. These arrangements are expected to result in the recognition of right-of-use assets and corresponding lease liabilities in accordance with IFRS 16 Leases and support the Company's ongoing operations.
Operational Overview
The Group's gold sales for the three months and year ended December 31, 2025 were 37,337 ounces and 75,927 ounces, respectively, and gold sales for the three months and year ended December 31, 2024 were 17,567 and 78,450 ounces, respectively.
The Group produced 29,401 ounces of gold and 5,150 ounces of silver for the three months ended December 31, 2025 and 76,059 ounces of gold and 18,428 ounces of silver during the year ended December 31, 2025. This compared to production of 16,912 ounces of gold and 9,702 ounces of silver and 77,758 ounces of gold and 35,951 ounces of silver, respectively, for the three months and year ended December 31, 2024. The increase in gold production in the fourth quarter of 2025 was primarily driven by higher grades at the Boroo Gold Mine, with an average grade of 2.44 g/t.
For the three months and year ended December 31, 2025, the Group mined 1,356,929 tonnes of ore and 3,829,105 tonnes of ore, respectively, milled 425,240 tonnes of ore and 1,792,179 tonnes of ore, respectively and leached 425,641 tonnes of ore and 1,737,820 tonnes of ore, respectively. For the three months and year ended December 31, 2024, the Company mined 1,403,338 tonnes of ore and
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
4,066,289 tonnes of ore, respectively, and milled 418,831 tonnes of ore and 1,742,211 tonnes of ore, respectively and leached 355,647 tonnes of ore and 1,910,696 tonnes of ore, respectively
In the three months and year ended December 31, 2025, capital expenditures (growth and sustaining) were $8,570 and $25,271, respectively, compared to $2,560 and $15,449 for the same periods in 2024.
| (US$ 000's) | Q4
Dec 31, 2025 | Q4
Dec 31, 2024 | YTD
Dec 31, 2025 | YTD
Dec 31, 2024 |
| --- | --- | --- | --- | --- |
| General Sustaining | 8,570 | 2,560 | 24,881 | 14,074 |
| Growth and Expansion | - | - | 390 | 1,375 |
| Total | 8,570 | 2,560 | 25,271 | 15,449 |
Gold Mine Operational Summary
The below table shows the Group's operational summary:
| Period (USD) | unit | Q4
Dec 31, 2025 | Q4
Dec 31, 2024 | YTD
Dec 31, 2025 | YTD
Dec 31, 2024 |
| --- | --- | --- | --- | --- | --- |
| Waste Mined | bcm | 1,934,006 | 1,674,563 | 6,175,293 | 5,061,083 |
| Ore Mined | ton | 1,356,929 | 1,403,338 | 3,829,105 | 4,066,289 |
| Milled | ton | 425,240 | 418,831 | 1,792,179 | 1,742,211 |
| Leached | ton | 425,641 | 355,647 | 1,737,820 | 1,910,696 |
| Grade_Mill | g/t | 2.44 | 1.25 | 1.55 | 1.35 |
| Grade_Leach | g/t | 0.64 | 0.51 | 0.52 | 0.84 |
| Gold Recovery_Mill | % | 85% | 82% | 85% | 81% |
| Gold Recovery_Leach | % | 62% | 57% | 62% | 42% |
| Gold Produced | oz | 29,401 | 16,912 | 76,059 | 77,758 |
| Gold Sold | oz | 37,337 | 17,567 | 75,927 | 78,450 |
| Silver Produced | oz | 5,150 | 9,702 | 18,428 | 35,951 |
| Silver Sold | oz | 28,507 | 3,937 | 52,207 | 35,848 |
| Revenue | 000's | 157,477 | 46,220 | 249,474 | 178,133 |
| Toll refiner revenue | 000's | 2,560 | - | 4,656 | - |
| Cash Cost | 000's | 30,931 | 21,044 | 66,522 | 64,239 |
| Gross Profit | 000's | 89,720 | 20,980 | 138,231 | 96,065 |
| Sustaining Capital expenditure | 000's | 8,507 | 2,560 | 24,881 | 14,074 |
| UNIT COST: | | | | | |
| Mining Unit Cost | US$/t | 5.82 | 4.68 | 6.41 | 5.38 |
| Processing Unit Cost | US$/t | 14.80 | 14.80 | 12.56 | 12.23 |
| Site G&A Unit Cost | US$/t | 6.52 | 5.35 | 4.15 | 3.71 |
| Cash Cost | | 828 | 1,198 | 875 | 819 |
| Site All-in-Sustaining Cost | | 1,044 | 1,366 | 1,215 | 1,017 |
| Total All-in-Sustaining Cost | | 1,158 | 1,347 | 1,357 | 1,078 |
In the fourth quarter of 2025, the mining unit cost amounted to $5.82 per tonne compared to $4.68 per tonne for the same period in 2024. For the year ended December 31, 2025, the mining unit cost was $6.41 per tonne compared to $5.38 per tonne for the same period in 2024.
31
STEPPE COLD
Management's Discussion and Analysis
December 31, 2025
In the fourth quarter of 2025, the processing unit cost amounted to $14.80 per tonne compared to $14.80 per tonne for the same period in 2024. For the year ended December 31, 2025, the Group's processing unit cost was $12.56 per tonne compared to $12.23 per tonne for the same period in 2024.
In the fourth quarter of 2025, Group's site general and administrative ("G&A") unit cost amounted to $6.52 per tonne compared to $5.35 per tonne for the same period in 2024. For the year ended December 31, 2025, the Group's site G&A unit cost was $4.15 per tonne, while G&A unit cost was $3.71 per tonne for the same period in 2024.
Site AISC for the Group in the three months and year ended December 31, 2025, were $1,044 and $1,215, respectively, compared to site AISC of $1,366 and $1,017 in the three months and year ended December 31, 2024, respectively. Total AISC for the Group in the three months and year ended December 31, 2025, were $1,158 and $1,357, respectively, compared to $1,347 and $1,078 for the same periods in 2024, respectively.
Summary of Quarterly Results
| (US$ 000's) | 2025 Q4 | 2025 Q3 | 2025 Q2 | 2025 Q1 | 2024 Q4 | 2024 Q3 | 2024 Q2 | 2024 Q1 |
|---|---|---|---|---|---|---|---|---|
| Revenue | 160,037 | 29,398 | 32,327 | 32,368 | 46,220 | 37,332 | 47,468 | 47,114 |
| Net earnings | 10,072 | 7,066 | 8,996 | 6,600 | 18,399 | 8,249 | 14,353 | 22,104 |
| Basic and diluted earnings per common share* | 0.04 | 0.03 | 0.04 | 0.03 | 0.12 | 0.06 | 0.11 | 0.15 |
| Net Cash (used in) generated from operating activities | 108,674 | 9,012 | 12,098 | (2,009) | 16,797 | 8,517 | 22,734 | 15,742 |
*In accordance with IFRS 3 the basic earnings per share for each comparative period before the acquisition date presented in the consolidated financial statements following a reverse acquisition is calculated by dividing: (a) the profit or loss of the legal acquiree attributable to ordinary shareholders in each of those periods by (b) the legal acquiree's historical weighted average number of ordinary shares outstanding multiplied by the exchange ratio established in the acquisition agreement. Accordingly, the weighted average number of ordinary shares outstanding for the periods above through Q3 2024, was 3,000,000 multiplied by the 7/12 months and exchange ratio of 48 provides 126,137,865 common shares for the purpose of calculating basic net earnings per common share.
For the fourth quarter of 2025, the Group sold 37,337 ounces of gold and 28,507 ounces of silver for total gross sales of $157,477, compared to the third quarter of 2025, when the Group sold 7,988 ounces of gold and 1,475 ounces of silver for total gross revenue of $27,302. The higher sales volumes in the fourth quarter were driven by the sale of 7,966 ounces of gold produced in the third quarter, as well as higher gold production during the fourth quarter of 2025.
In addition, the Group generated third-party ore processing revenue of $2,560 in the fourth quarter of 2025 compared to $2,096 in the third quarter of 2025.
While sales increased significantly, net earnings for the fourth quarter were broadly in line with the third quarter, primarily due to non-cash charges recognized during the period, including a write-down of heap leach pad inventory and gold in circuit of $31,402, an impairment of certain equipment of $10,641, and a fair value loss of $35,789 on the streaming arrangement liability. The inventory write-down reflects updated technical assessments and revised recoverability estimates, while the increase in the streaming arrangement liability primarily reflects the inclusion of ATO Phase 2 in the valuation. These adjustments are non-cash in nature and did not impact the Group's cash position.
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Management's Discussion and Analysis
December 31, 2025
Cash generated from operating activities for the fourth quarter of 2025 was $108,674 compared to $9,012 for the third quarter of 2025. The increase was primarily driven by higher sales volumes and cash receipts in the fourth quarter, partially offset by higher income tax payments during the period.
ATO Phase 2 Expansion
The Group continues to advance the ATO Phase 2 Expansion, including progress under the engineering, procurement and construction ("EPC") contract with Hexagon Build Engineering LLC and ongoing work with engineering consultants. Key design developments during 2025 include planned increases in processing capacity and enhancements to recovery processes, which are expected to improve operating efficiencies.
The Group is currently progressing detailed engineering, permitting and infrastructure planning activities, including power supply, tailings facilities and site infrastructure. Permitting remains subject to regulatory approvals and associated uncertainties. A revised feasibility study is underway and is expected to be completed in the second half of 2026.
The Group is actively evaluating financing options for the project, including ongoing discussions with project finance partners and Triple Flag. The timing of development remains dependent on securing project financing and obtaining required permits, and delays in these processes may impact the planned development schedule.
Exploration and Development
Boroo Gold Mine
The Boroo Gold Mine comprises 6 mining licenses MV-000198, MV-000238, MV-001960, MV-001970, MV-011761 and MV-012039 covering a total area of 3,602.07 hectares. The Ulaanbulag Gold Mine is held under the mining license MV-015285 and covers an area of 1,204.47 hectares.
During year ended December 31, 2025, a total of 3,645.4 metres of drilling was completed at the Boroo Gold Mine, with 1,584 samples collected for analysis. The drilling program, conducted within licenses MV-001960 and MV-000198, was aimed at confirming reserves, assessing mineralization and supporting potential pit expansions. Based on the results of the drilling analysis, the Company is of the position that the planned wells have achieved their objectives.
Following exploration activities at the Boroo and Ulaanbulag Gold Mines, the Company identified additional mineralization within the licensed areas, resulting in an extension of the life of mine. Updated reserve reports and feasibility studies for both the Boroo and Ulaanbulag Gold Mines were approved by the Specialized Minerals Council in the fourth quarter of 2025.
ATO Gold Mine
The ATO Gold Mine is comprised of one mining license MV-017111 over an area of 5,492.63 hectares. The ATO Project is located in the territory of Tsagaan Ovoo soum, Dornod province of Eastern Mongolia. It is 660 km east of Ulaanbaatar, the capital of Mongolia, 120 km northwest of Choibalsan, the provincial capital of Dornod Province and 38 km west of Tsagaan Ovoo soum.
Following the issuance of a permit by the Mineral Resources and Petroleum Authority of Mongolia (MRPAM), exploration drilling was initiated to identify aggregate resources for Phase 2 construction:
- Total number of boreholes drilled: 14 (inside license area)
- Total drilled depth: 715 meters
- Number of samples collected: 56
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Management's Discussion and Analysis
December 31, 2025
All samples were collected and sent to the Construction and Architecture Corporation Laboratory in Ulaanbaatar for material quality analysis. Based on the results of this exploration work, a total of 9.1 million m³ of CMR reserves were identified in two areas, and these reserves were approved by the Mineral Resources Professional Council (MRPC) in 2025.
Uudam Khundii Exploration Site
The Uudam Khundii exploration site covered by one exploration license covering 14,400 hectares in Bayankhongor province, Mongolia. The land package represents one of the largest exploration licenses in the Bayankhongor Gold Belt. The license is in a highly prospective location between and adjoining the Bayan Khundii gold deposit and Altan Nar gold deposit owned by Erdene Resource Development Corporation (ERD – TSX). During the year ended December 31, 2025, the Company utilized hyperspectral satellite imagery (PRISMA), comprising 240 spectral bands across a wavelength range of 0.4 to 2.5 micrometers, in conjunction with regional geological data and known mineralization controls to refine and delineate previously identified prospective areas and target zones. This work supports the identification of potential mineralization and enhances the assessment of mineral potential across the exploration area.
Bornuur Exploration Site
On September 20, 2021, the Company obtained the Bornuur exploration license XV-021931, located in Bornuur and Jargalant soums of Tuv aimag, Bayangol soum of Selenge aimag, covering an initial area of 2,039.82 hectares. On April 1, 2022, a portion of the exploration license area, specifically 252.43 hectares, was relinquished back to the state, leaving the current exploration license area at 1,787.39 hectares.
Exploration activities conducted in 2022 included trenching, drilling and sampling programs. No additional field exploration activities were undertaken in 2023 and 2024.
Based on the results of prior geophysical surveys, field sampling and drilling completed in 2022, a follow-up drilling program was carried out in October 2025. The program comprised of six drill holes totaling 1,049.1 metres, with 683 samples collected and submitted for analysis.
The Company has planned an additional 1,000-metre drilling program to further evaluate mineralization identified from previous work and to test geophysical anomalies within the license area.
Nart Uul Exploration Site
In December 2025, the Company acquired the Nart Uul exploration site under license XV-021829, located in Bornuur soum, Tuv aimag, from Aurum Metals LLC and transferred the license into its name.
The acquisition was supported by historical geophysical surveys and field sampling conducted between 2021 and 2024. Based on this work, a preliminary drilling program was completed in November 2025, consisting of three drill holes totaling 598.2 metres, with 420 samples submitted for assay.
Results from the drilling program identified localized gold mineralization, including intervals ranging from 0.1 to 0.4 g/t Au and a higher-grade intercept of 1.29 g/t Au in drillhole NR01. The drilling program is ongoing and is focused on testing geophysical anomalies identified in prior studies.
Exploration Outlook
Uudam Khundii: The Company plans to complete a four-hole exploration drilling program at the Blue Hill prospect, with an aggregate planned depth of approximately 1,200 metres. The program is designed to further evaluate and refine targets identified from prior exploration activities.
Bornuur and Nart Uul: The Company plans to undertake approximately 4,200 cubic metres of trenching and drilling to evaluate surface geochemical and geophysical anomalies, verify geophysical
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Management's Discussion and Analysis
December 31, 2025
results, and further define transformation zones identified in prior drilling. In addition, approximately 3,400 metres of drilling is planned based on the results of previous exploration work.
At the Bornuur exploration area, detailed geophysical (electrical) surveys are also planned within the metamorphic mineralized zone identified in prior drilling.
Boroo: The Company plans to undertake approximately 8,000 metres of exploration drilling focused on extending and delineating mineralization. The program will target the northern extent of Open Pit 6, the western portion of Open Pit 3, and the Boroo-4 area, with the objective of confirming historical drilling results and enhancing the understanding of mineralization continuity (MV-000198, MV-001960).
Ulaanbulag: The Company plans to undertake approximately 3,375 metres of exploration drilling at the Ulaanbulag mine to further delineate mineralization. The program will focus on the western and northern portions of the open pit, with the objective of extending known mineralization and defining the boundaries of metamorphic mineralization identified in previous studies within the mining licence (MV-015285).
Outlook
The Group's focus in 2025 was on maximizing production and cash flows from its producing mines and sourcing additional material both in situ and nearby within and outside existing license areas, and extending mine life.
The Group expects to expand its production profile over the medium term as nearby projects seek processing capabilities and the board of directors of the Company is reviewing mill expansion to accommodate these opportunities. The Group is actively pursuing growth in reserves and resources through organic exploration opportunities as well as potential acquisitions.
The Company continues to advance the ATO Phase 2 expansion. Progress is being made on engineering, permitting and infrastructure planning; however, permitting remains subject to regulatory approvals and associated uncertainties. The Company is also engaged in ongoing discussions with streaming and project finance partners to determine an appropriate financing structure, which have taken longer than anticipated. The timing and advancement of the project remain dependent on securing financing and obtaining the required permits, and may be impacted by the timing and outcome of these processes.
Overall, the Group remains focused on disciplined execution, maintaining financial flexibility and advancing its growth initiatives in a measured manner.
Critical Accounting Policies, Estimates and Accounting Changes
Critical Accounting Policies and Estimates
The preparation of the Company's consolidated financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.
The critical estimates, assumptions and judgments applied in the preparation of the Group's financial statements are disclosed in note 1 of the Company's consolidated financial statements for the year ended December 31, 2025.
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Management's Discussion and Analysis
December 31, 2025
Accounting Policies
The accounting policies applied in the preparation of the annual audited consolidated financial statements as of December 31, 2025 are consistent with those used in the Company's annual audited consolidated financial statements for the year ended December 31, 2024.
Financial Instruments and Other Instruments
The Group's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including interest rate risk, foreign currency risk and commodity price risk).
The Group's financial instruments consist primarily of cash and cash equivalents, bond investments, trade and other receivables, loans and borrowings, convertible debentures and trade and other payables. These instruments are used to fund operations, manage liquidity and working capital, and support the development and advancement of the Group's mining projects. Bond investments maturing on December 31, 2026 represent a significant source of future liquidity, while loans and other financing arrangements are used to fund operations and capital expenditures. Trade and other receivables and payables arise in the normal course of business and are managed as part of the Group's working capital management.
Credit Risk
Credit risk is the risk of loss associated with a counterparty's inability to fulfil its payment obligations. The Group's exposure is primarily attributable to cash, receivables and investment in bonds. Cash is held with high-credit quality financial institutions, and management considers the risk of loss to be minimal.
The Group's investment in bonds issued by Boroo Singapore represents a significant component of credit risk. These bonds, maturing on December 31, 2026, are dependent on dividend flows from subsidiary entities and the operating performance of MBM. While the outlook for MBM and Boroo Singapore remains positive, recoverability is dependent on the continued operational performance of MBM and prevailing gold prices.
Based on management's assessment, no impairment indicators were identified as at December 31, 2025, and the bonds are considered fully recoverable under current conditions.
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's primary sources of liquidity include operating cash flows, the maturity of investment in bonds and potential equity financing.
The Group manages liquidity through ongoing planning and budgeting processes to ensure sufficient funds are available to meet operating, investing and financing requirements.
The timing of cash inflows, including the maturity of bond receivables on December 31, 2026, is a key consideration in managing liquidity. If required, the Group may seek additional funding through equity or debt financing; however, there can be no assurance that such financing will be available on acceptable terms.
The Group's financial obligations consist of accounts payable and other liabilities, dividend payable, lease liability, streaming arrangement, loans payable, BORO bond liability, Triple Flag Gold Prepay Loan as well as the loan liability and derivative components of the convertible debentures.
The maturity analysis of financial liabilities as at December 31, 2025 is as follows:
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Management's Discussion and Analysis
December 31, 2025
| Less than 1 year $ | 1-3 years $ | 3-5 years $ | More than 5 years $ | Total $ | |
|---|---|---|---|---|---|
| Accounts payable and other liabilities | 10,762 | - | - | - | 10,762 |
| Due to Boroo Singapore | 945 | - | - | - | 945 |
| Lease liability | 314 | 277 | 42 | - | 633 |
| Streaming arrangement in default | 8,265 | - | - | - | 8,265 |
| Streaming arrangement | 2,170 | 11,968 | 8,087 | 9,742 | 31,967 |
| Convertible debentures – derivative | 3,349 | - | - | - | 3,349 |
| Convertible debentures – loan liability | - | 2,697 | - | - | 2,697 |
| Loans payable | 63,154 | 21,484 | 20,000 | - | 104,638 |
| BORO bond | - | 14,300 | - | - | 14,300 |
| Triple Flag Gold Prepay Loan | 7,207 | - | - | - | 7,207 |
| Total | 96,166 | 50,726 | 28,129 | 9,742 | 184,763 |
The maturity analysis of financial liabilities as at December 31, 2024 is as follows:
| Less than 1 year $ | 1-3 years $ | 3-5 years $ | More than 5 years $ | Total $ | |
|---|---|---|---|---|---|
| Accounts payable and other liabilities | 13,162 | - | - | - | 13,162 |
| Dividend payable | 2,001 | - | - | - | 2,001 |
| Lease liability | 310 | 307 | - | - | 617 |
| Streaming arrangement | 4,443 | - | - | - | 4,443 |
| Convertible debentures – derivative | 380 | - | - | - | 380 |
| Convertible debentures – loan liability | - | 2,477 | - | - | 2,477 |
| Loans payable | 19,590 | 90,634 | 22,402 | 1,516 | 134,142 |
| BORO Bond | - | 43,000 | - | - | 43,000 |
| Triple Flag Gold Prepay Loan | 6,914 | - | - | - | 6,914 |
| Total | 46,800 | 136,418 | 22,402 | 1,516 | 207,136 |
Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.
Interest Rate Risk
Interest rate risk refers to the risk that the value of a financial instrument or cash flows associated with the instruments will fluctuate due to changes in market interest rates. The Group's interest rate risk includes potential decreases on the interest rate offered on cash held with chartered Canadian and Mongolian financial institutions. The Group considers the interest rate risk on cash held with chartered Canadian and Mongolian financial institutions to be immaterial. There is no interest rate risk on the debentures as the rate is fixed.
Foreign Currency Risk
The Group's functional, presentation and reporting currency is predominantly the United States dollar. Foreign exchange exposure arises primarily from monetary balances denominated in Mongolian tugrik and Canadian dollars, as well as from entities with non-United States dollar functional currencies.
As a result, fluctuations in exchange rates may give rise to foreign exchange gains and losses on the revaluation of such balances. The Group does not currently hedge foreign currency exposures and continues to monitor currency movements and their potential impact on financial performance.
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Management's Discussion and Analysis
December 31, 2025
Commodity Price Risk
The Group's financial performance and cash flows are primarily influenced by the market prices of gold and silver. Commodity prices are inherently volatile and are affected by factors beyond the Group's control, including global supply and demand dynamics, macroeconomic conditions, geopolitical developments, currency fluctuations and central bank activity.
Sustained increases in gold and silver prices generally have a positive impact on the Group's revenues, cash flows and the valuation of its mineral assets, while prolonged declines in commodity prices may adversely affect profitability, asset values and the economic viability of development projects.
The Group also has exposure to input cost variability, including diesel fuel; however, such costs are currently not considered material enough to warrant hedging. The Group does not currently engage in commodity price hedging and continues to monitor market conditions to assess potential risk mitigation strategies.
Embedded Derivatives
The Group has debentures, which contain an embedded derivative component, issued at the beginning of 2020. The following table is a sensitivity analysis of the impact on the condensed interim consolidated statement of loss and comprehensive loss of an increase or a decrease in the assumptions that are used to value the derivative liability:
| Input | Sensitivity rate | Impact of increase | Impact of decrease |
|---|---|---|---|
| $ | $ | ||
| Stock Price | 10% | 587 | (574) |
| Exercise Price | 10% | (240) | 253 |
| Volatility Rate | 10% | 43 | (36) |
| Discount Rate | 0.5% | 3 | (3) |
Stream Agreement
In connection with the acquisition of the ATO Project, the Company's subsidiaries entered into a metals purchase and sale agreement (the "Stream Agreement") with Triple Flag to sell gold and silver produced from the ATO Project. The Stream Agreement is recorded at fair value at each statement of financial position date as the Company has determined the obligation is a derivative liability to be carried at FVTPL. The fair value of the Stream Agreement was valued using the income approach with consideration for the contractual terms of the Stream Agreement and use of various input assumptions.
| Input | Sensitivity rate | Impact of increase | Impact of decrease |
|---|---|---|---|
| $ | $ | ||
| Forward price | 10% | 3,197 | (3,197) |
| Discount rate | 10% | (9,348) | 17,195 |
Capital Risk Management
The Group's objectives in the managing of the liquidity and capital are to safeguard the Group's ability to continue as a going concern and provide financial capacity to meet its strategic objectives. The capital structure of the Group consists of debt instruments and equity attributable to common shareholders, comprising of issued share capital, shares to be issued, warrants, contributed surplus, accumulated other comprehensive loss and deficit. The Group manages the capital structure and makes adjustments
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Management's Discussion and Analysis
December 31, 2025
to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Group may attempt to issue new shares, issue new debt, acquire or dispose of assets to facilitate the management of its capital requirements.
The Group defines capital as total debt less cash and equivalents and it is managed by management, subject to approved policies and limits by the Board. The Group is not subject to any externally imposed capital requirements. However, due to its size, the Company is required to pay attention to concentration limits at its bank partners.
Evolving Corporate Governance
The Company is subject to evolving corporate governance and disclosure requirements, which increase compliance complexity and associated costs. Ongoing regulatory changes may require additional management time and resources to ensure compliance and maintain effective internal controls.
The Company operates through subsidiaries in multiple jurisdictions, and restrictions on the movement of capital or foreign exchange controls in certain countries may impact the efficient allocation of funds across the Group.
Interests of the Controlling Shareholder
Boroo Singapore is the Company's controlling shareholder and is able to exercise significant influence over matters requiring shareholder approval, including the election of directors and approval of major transactions. Boroo Singapore's ability to exercise its rights as a shareholder of the Company are governed by the Investor Rights Agreement with Boroo Singapore.
This concentration of ownership may limit the ability of other shareholders to influence corporate decisions and could affect the Company's ability to pursue certain transactions or strategic alternatives. It may also reduce the likelihood of a change of control transaction.
Shareholder Activism
The Company may be subject to shareholder activism, including demands related to governance, strategic direction or environmental and social matters. Such activities could require significant management attention, result in additional costs and potentially impact the Company's strategy, operations and reputation.
Other Risks and Uncertainties
An investment in the securities of the Company is highly speculative and involves numerous and significant risks. Such investment should be undertaken only by investors whose financial resources are sufficient to enable them to assume these risks and who have no need for immediate liquidity in their investment.
Prospective investors should carefully consider the risk factors that have affected, and which in the future are reasonably expected to affect, the Group and its financial position. The following discussion pertains to certain principal risks and uncertainties but is not, by its nature, all inclusive. Please refer to the section entitled "Risk Factors" in the Company's annual information form for the year ended December 31, 2025 (available on SEDAR+ at www.sedarplus.ca) for additional risk factor disclosure.
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Management's Discussion and Analysis
December 31, 2025
Non-IFRS Performance Measures
Reconciliation of Non-GAAP Financial Measures
The Group has included certain non-GAAP financial measures in this document. These measures are not defined under IFRS and should not be considered in isolation. The Group believes that these measures, together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Group. The inclusion of these measures is meant to provide additional information and should not be used as a substitute for performance measures prepared in accordance with IFRS. These measures are not necessarily standard and therefore may not be comparable to other issuers.
EBITDA
EBITDA is earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA removes non-cash items, finance costs and exploration costs.
The Group reported an adjusted EBITDA of $122,369 and $173,918 in the three months and year ended December 31, 2025, respectively, compared to $24,817 and $105,417 in the same periods of 2024, respectively.
Adjusted EBITDA
| (US$ 000's) | Q4
Dec 31, 2025 | Q4
Dec 31, 2024 | YTD
Dec 31, 2025 | YTD
Dec 31, 2024 |
| --- | --- | --- | --- | --- |
| Net Profit Before Tax | 38,179 | 20,606 | 68,271 | 80,134 |
| Depreciation and depletion | 5,735 | 4,564 | 15,744 | 17,474 |
| Foreign exchange | 241 | (809) | (876) | (526) |
| Non-recurring expenses* | 250 | 3,916 | 262 | 3,933 |
| Finance expenses | 35,811 | (2,724) | 48,342 | 7,203 |
| Exploration and evaluation expenditures | 110 | 86 | 132 | 243 |
| Impairment loss | 10,641 | - | 10,641 | - |
| Inventory write-down (heap leach pad inventory and gold in circuit) | 31,402 | - | 31,402 | - |
| Adjusted EBITDA | 122,369 | 25,639 | 173,918 | 108,460 |
| Stream Agreement payments | - | (822) | - | (3,043) |
| Adjusted EBITDA after Stream payments | 122,369 | 24,817 | 173,918 | 105,417 |
*Non-recurring expenses related to fines and penalties in 2025 and related to professional fees in relation to Hong Kong stock exchange listing and Boroo Gold Transaction in 2024.
Key Performance Indicators
Key performance indicators for the business are non-IFRS metrics but provide the ability to evaluate the underlying performance of the Company. These include cash cost per ounce of gold sold, and AISC per ounce of gold sold. Unit costs is a performance metric used at site to provide an efficiency view and trend of operating performance using total direct cost per tonne of relevant material mined ore.
AISC is calculated using cash costs in addition to general and administration, asset retirement costs, and sustaining capital, less certain non-recurring costs to provide an overall company outlook on the total cost required to sell an ounce of gold. Management uses AISC to assess direct operating costs and capital costs required in generating revenue in the reporting period and maintaining normal operations of the mine.
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Management's Discussion and Analysis
December 31, 2025
| (US$ 000's) | Q4
Dec 31, 2025 | Q4
Dec 31, 2024 | YTD
Dec 31, 2025 | YTD
Dec 31, 2024 |
| --- | --- | --- | --- | --- |
| Cash Cost of Sales: | | | | |
| Mining Cost | 000's | 7,891 | 6,567 | 24,563 |
| Processing Cost | 000's | 6,825 | 7,949 | 25,230 |
| Site G&A Cost | 000's | 3,006 | 2,873 | 8,341 |
| Change in Inventory – Cash | 000's | 6,299 | 912 | (4,605) |
| Royalty | 000's | 8,138 | 2,530 | 14,418 |
| Corporate Social Responsibility | 000's | 231 | 290 | 603 |
| By-Product Credits | 000's | (1,460) | (77) | (2,096) |
| Net Cash Costs | 000's | 30,930 | 21,044 | 66,454 |
| Sustaining Capital Expenditure | 000's | 8,507 | 2,560 | 24,881 |
| Corporate Administration | 000's | 4,507 | 3,589 | 11,119 |
| Non-recurring professional fees | 000's | (250) | (3,916) | (328) |
| Other | 000's | (446) | 392 | 914 |
| All-in-Sustaining Costs | 000's | 43,248 | 23,669 | 103,040 |
| Gold Sales | oz | 37,337 | 17,567 | 75,927 |
| Cash Cost | US$/oz | 828 | 1,198 | 875 |
| Site All-in-Sustaining Cost | US$/oz | 1,044 | 1,366 | 1,215 |
| Total All-in-Sustaining Cost | US$/oz | 1,158 | 1,347 | 1,357 |
(1) AISC excludes non-recurring exploration expenditures, share based compensation and certain non-recurring items.
Cash cost per ounce is a measurement of the site cash cost required to sell an ounce of gold. This is an indication and trend of the cash operating margin of producing an ounce of gold.
Cash costs for the Group for the three months and year ended December 31, 2025 was $828 per ounce and $875 per ounce, respectively, compared to cash costs of $1,198 per ounce and $819 per ounce for the same periods in 2024, respectively.
Site AISC for the Group in the three months and year ended December 31, 2025, was $1,044 per ounce on gold sales of 37,337 ounces and $1,215 per ounce on gold sales of 75,927 ounces, respectively, compared to site AISC of $1,366 per ounce on gold sales of 17,567 ounces and $1,017 per ounce on gold sales of 78,450 ounces in the three months and year ended December 31, 2024, respectively.
Total AISC for the Group in the three months and year ended December 31, 2025, was $1,158 per ounce and $1,357 per ounce, respectively, compared to $1,347 per ounce and $1,078 per ounce for the same periods in 2024, respectively.
Corporate Governance
Disclosure Controls and Procedures
Disclosure controls and procedures are defined to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company's Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation of the design of the disclosure controls and procedures, that as at December 31, 2025, the Company's disclosure controls and procedures have been designed and operate effectively to provide reasonable assurance that material information is made known to them by others within the Company.
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Management's Discussion and Analysis
December 31, 2025
Internal Control Over Financial Reporting
The Group's management, with the participation of its Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR") as such term is defined in the rules of the Canadian Securities Administrators and the Securities and Exchange Commission. Under the supervision of the Chief Executive Officer and Chief Financial Officer, the Group's internal control over financial reporting is a process designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
The Group's internal control over financial reporting includes policies and procedures that:
- pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Group;
- provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with IFRS and that the Group's receipts and expenditures are made only in accordance with authorizations of management and the Group's directors; and
- provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Group's assets that could have a material effect on the Group's consolidated financial statements.
The Group's internal control over financial reporting may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions or deterioration in the degree of compliance with the Group's policies and procedures.
Limitations of Controls and Procedures
The Company's management, including the Chief Executive Officer and Chief Financial Officer, believes that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any control system is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
Changes in Internal Control over Financial Reporting
There were no changes in ICFR during the last fiscal year that materially affected, or are reasonably likely to materially affect, ICFR.