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Steppe Gold Ltd. — Management Reports 2026
May 15, 2026
47470_rns_2026-05-14_e51f3fe8-c165-469a-b92c-f27ce15bee56.pdf
Management Reports
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STEPPE GOLD
Mongolia's Premier Precious Metals Company
Management Discussion and Analysis
For the Three Months Ended March 31, 2026
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
3
NON-IFRS MEASURES
5
TECHNICAL INFORMATION
5
ADDITIONAL INFORMATION
6
GROUP OVERVIEW
6
HIGHLIGHTS
6
HEALTH AND SAFETY
8
MANAGEMENT AND BOARD CHANGES
8
GEOPOLITICAL RISKS
8
FINANCIAL OVERVIEW
9
- STATEMENT OF FINANCIAL POSITION
9
- INCOME STATEMENT
15
- CASH FLOW STATEMENT
17
RELATED PARTY TRANSACTIONS
18
OPERATIONAL OVERVIEW
19
- GOLD MINE OPERATIONAL SUMMARY
19
- SUMMARY OF QUARTERLY RESULTS
20
- ATO PHASE 2 EXPANSION
21
EXPLORATION AND DEVELOPMENT
21
- BOROO GOLD MINE
21
- ATO GOLD MINE
22
- UUDAM KHUNDII PROPERTY
22
- BORNUUR EXPLORATION SITE
23
- NART UUL EXPLORATION SITE
23
- OUTLOOK
23
CRITICAL ACCOUNTING POLICIES, ESTIMATES AND ACCOUNTING CHANGES
23
- CRITICAL ACCOUNTING POLICIES AND ESTIMATES
23
- ACCOUNTING POLICIES
24
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
24
NON-IFRS PERFORMANCE MEASURES
26
- RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
26
- EBITDA
26
- KEY PERFORMANCE INDICATORS
26
CORPORATE GOVERNANCE
27
- INTERNAL CONTROL OVER FINANCIAL REPORTING
27
- DISCLOSURE CONTROLS AND PROCEDURES
28
- LIMITATIONS OF CONTROLS AND PROCEDURES
28
- CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
28
STEPPE GOLD
Management's Discussion and Analysis
March 31, 2026
Management Discussion and Analysis
Steppe Gold Ltd. (the "Company" or "Steppe Gold") was incorporated under the laws of the Business Corporations Act (Ontario) pursuant to the 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 342-6110 Currents Drive NW, Edmonton AB T6W 0L7.
This management's discussion and analysis ("MD&A") covers the financial condition and results of operations of the Company and its subsidiaries (the "Group"), for the three months ended March 31, 2026 and 2025.
This MD&A constitutes management's review of the factors that affected the Group's financial and operating performance for the three months ended March 31, 2026. This discussion should be read in conjunction with the condensed interim consolidated financial statements as at and for the three months ended March 31, 2026, together with the notes thereto, which have been prepared in accordance with IAS 34 Interim Financial Reporting, as well as the Company's audited consolidated financial statements and related MD&A for the year ended December 31, 2025.
This MD&A is dated as of May 14, 2026 unless otherwise indicated.
All monetary amounts in this MD&A are expressed in thousands of United States dollars, unless otherwise indicated. Unless the context otherwise requires, references to the "Company", "Group", "we", "us" and "our" refer to Steppe Gold Ltd. and its subsidiaries.
Certain statements in this MD&A constitute forward-looking information and statements within the meaning of applicable securities laws. Readers are cautioned not to place undue reliance on forward-looking statements and should carefully refer to the "Cautionary Statement Regarding Forward-Looking Information" below. Additional information regarding the Company is available on SEDAR+ at www.sedarplus.ca and 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 that constitute "forward-looking statements", and "forward-looking information", within the meaning of applicable securities laws ("forward-looking statements" and "forward-looking information" are collectively referred to as "forward-looking statements", unless otherwise stated). Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "believe", "expect", "plan", "intend", "forecast", "goal" "project", "estimate", "potential", "proposed", "may", "will", "could", "would" and similar expressions identify forward-looking information and statements. This MD&A contains certain forward-looking statements which may not be based on fact, including, without limitation statements regarding the Group's expectations in respect of: the working capital and bond investments supporting liquidity requirements; performance in 2026 reflecting continued operations at existing assets; scope of additional works for the ATO Phase 2 Expansion; completion of the revised feasibility study; chain disruptions, increased input costs, foreign exchange volatility, and broader market uncertainty due to geopolitical factors; impact of geopolitical developments on operations and financial performance of the Company; maturity of bond investments; operational cash flows; credit loss associated with bonds; realization of bond investments to support future debt reduction and working capital requirements; full repayment of the TDB Gold II Loan; development of the ATO Phase 2 Expansion; capital expenditures and timing and level of such expenditures; funding of the Group's capital requirements; cash flows and bond maturities supporting ongoing operations; grant of option to the Company by Boroo Singapore to purchase net smelter return royalty from the current royalty holder and the exercise of this option; pit expansions in the Boroo Gold Mine; completion of a four-hole exploration drilling program at the Blue Hill prospect; trenching, and drilling at Bornuur and Nart Uul exploration sites; drilling at Boroo and
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
Ulaanbulag exploration sites; targeting of areas in the Boroo exploration site; equity financing and debt financing of the Company and availability of such financing on acceptable terms; decreases on interest rates; fluctuation of foreign exchange rates and impact on the Company's financial results and cash flows; currency movements and impact on financial performance; fluctuation of cash balances held in financial institutions with market interest rates; non-GAAP financial measures and IFRS providing investors with an improved ability to evaluate the underlying performance of the Group and comparability of these measures to other issuers; and ICFR preventing or detecting all misstatements. All statements, other than statements of historical facts, are 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; 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 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; 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; discrepancies between actual and estimated production and test results, mineral reserves and resources and metallurgical recoveries; and improvement of near-term cash flow timing and support of the ATO Phase 2 development activities.
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 failure to reach favorable negotiation terms with the Group's stream and finance partners, including, but not limited to, the terms of the financing and necessary permitting of the ATO 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; 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
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
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.
Non-IFRS Measures
Certain non-IFRS measures are included in this MD&A, including earnings before interest, taxes, depreciation and amortization ("EBITDA") and all-in sustaining cost ("AISC"), which are commonly used by mining companies to assess operating performance and ability to generate cash flow. These measures do not have standardized meanings under IFRS and may not be comparable to similar measures presented by other companies. Accordingly, they should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS.
Where applicable, a reconciliation of non-IFRS measures to the most directly comparable IFRS measures is provided in this MD&A.
ATO and Boroo Technical Information and Qualified Persons
The scientific and technical information in this MD&A relating to the Altan Tsagaan Ovoo Project (the "ATO Project") is derived from the technical report entitled "Altan Tsagaan Ovoo Project (ATO) 2022 Mineral Resources & Reserves Report (NI 43-101)", dated March 13, 2023 (the "ATO Technical Report").
Mineral reserve estimates for the ATO Project were prepared by Grant Walker, BE (Mining), MAusIMM CP(Mining), of Xenith Consulting Pty Ltd, and mineral resource estimates were prepared by Robin Rankin, MSc DIC, MAusIMM CP(Geo), of GeoRes. Both Mr. Walker and Mr. Rankin are independent of the Company within the meaning of NI 43-101 and qualify as a "Qualified Person" under NI 43-101.
On June 21, 2024, the Company filed an amended technical report for the Boroo and Ulaanbulag Gold Project (the "Boroo 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 scientific and technical information in this MD&A relating to Boroo Project is derived from BG Technical Report. Mineral Reserve estimates for the Boroo Project is based on, and fairly represents, information compiled by Tuvshinbayar Batbayar, MAusIMM (CP). Mr. Batbayar is an independent consultant within the meaning of NI 43-101 and acted as a consultant to Game Mine in the preparation of the report. Mr. Batbayar has sufficient experience relevant to the style of mineralization, type of deposit, and activity being undertaken to qualify as a "Qualified Person" under NI 43-101.
The Qualified Persons responsible for the ATO Technical Report and BG Technical Report have not identified any material factors, including environmental, legal, title, taxation, socio-political, marketing, or other relevant issues, that would materially affect the reported mineral resources and mineral reserves as disclosed herein.
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
Mineral resources and mineral reserves for both the ATO Project and the Boroo Project have been estimated in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
Readers are referred to the respective technical reports, which are available under the Company's profile on SEDAR+ at www.sedarplus.ca, for complete details regarding the assumptions, parameters, and methodologies used in the preparation of the mineral resource and reserve estimates.
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 March 31, 2026, 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.
First Quarter 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 ended March 31, 2026, the Group produced 11,719 ounces of gold and sold 10,502 ounces of gold, compared to 19,860 ounces produced and 15,611 ounces sold in the same period in 2025. The decrease was mainly due to planned lower production in accordance with the mine plan and reserve schedule, as well as unplanned plant maintenance during the quarter. Silver production totaled 8,251 ounces, with 2,237 ounces sold during the quarter.
- Revenue: Revenue for the three months ended March 31, 2026 was $53,180, compared to $32,368 in the same period in 2025. The increase in revenue was primarily attributable to higher gold price, despite lower volume.
- Pricing: The average realized gold price during the quarter was $5,064 per ounce, compared to $2,000 per ounce in the same period in 2025. The lower average realized gold price during the first quarter of 2025 was due to the Group selling its gold at a fixed price under the forward sales agreement. All sales were at spot prices following the expiry of the forward sales contract in June 2025.
- Profitability: Adjusted EBITDA was $38,404 for the quarter, compared to $18,370 in the same period in 2025 reflecting stable operating performance supported by higher gold prices.
- Costs: In the first quarter of 2026, site AISC and total AISC were $1,438 per ounce and $1,668 per ounce, respectively, compared to $844 per ounce and $991 per ounce in the same period in 2025. The increase was mainly due to lower gold ounces sold, reflecting planned lower
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
production in line with the mine plan and reserve schedule, as well as two unplanned maintenance shutdowns totaling 316 hours. Costs were also higher due to stripping activities at the mine site.
- Inventory: Inventory increased during the first quarter of 2026 by $8,830 compared to the year end December 31, 2025 balance. The increase was primarily attributable to stripping activities carried out at Boroo Gold Mine and there was 1,221 ounces of gold remained at finished goods as at the quarter end.
- Financial Position: The Group's net cash position increased to $56,738 as at March 31, 2026, compared to $35,169 as at December 31, 2025. The increase was primarily attributable to cash generated from operating activities during the quarter and the repayment of the BORO bond of $14,300.
- Liquidity and Capital Structure: As at March 31, 2026, the Group reported a working capital of $105,688, including bond investments of $105,275 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 performance in 2026 expected to reflect continued operations at existing assets, subject to operational conditions and the timing of ATO Phase 2 development.
During the three months ended March 31, 2026, the Group continued to service its debt obligations in accordance with contractual terms and reached agreements with TDB in respect of amendments to repayment arrangements for the ATO Phase 2 and TDB Gold II loan facilities. These arrangements are expected to improve near-term cash flow timing and support the Group's ongoing ATO Phase 2 development activities. The Group remains engaged in previously disclosed arbitration relating to the streaming arrangement and litigation concerning the Gold Prepay loan facility. These matters may affect the timing and extent of future cash flows and liquidity available to the Group, and management continues to monitor developments and assess their potential financial impact.
- Operations: Gold production decreased during the first quarter of 2026 compared to the same period in 2025, primarily due to planned lower production in line with the mine plan and reserve schedule, as well as reduced plant availability during the quarter. Plant availability was impacted by scheduled maintenance activities and unplanned downtime associated with repairs to the ball mill trunnion bearing in February 2026, which temporarily reduced processing throughput. The issue was subsequently resolved, and the processing plant has been operating at normal levels from mid-February onwards.
- 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.
- ATO Phase 2 Expansion: The Group continues to advance the Phase 2 Expansion under the existing turnkey engineering, procurement and construction ("EPC") arrangement with Hexagon Engineering LLC, with a focus on increasing processing capacity and improving recoveries. Subsequent to the reporting period, on April 10, 2026, the Company further advanced $21,350 to Hexagon Engineering LLC from internal cash resources to support ongoing Phase 2 development activities and is currently in the process of negotiating an amendment to the existing EPC Contract to reflect the expanded scope of works.
The proposed Phase 2 scope includes additional infrastructure and development works across processing, mining, power supply, water, camp facilities, and supporting mine infrastructure. Please note that the amendment terms remain under discussion and are currently in draft form. Accordingly, the scope of the additional works is subject to change and may be revised, reduced,
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
removed, or supplemented as discussions progress.
A revised feasibility study remains underway and is expected to be completed in the second half of 2026. The timing of further development remains dependent on the completion of the feasibility study, securing required permits, and overall project execution planning. Permitting and land access remain key prerequisite for full project execution and continue to involve inherent uncertainty.
- Mining Activity: During the quarter, 457,291 tonnes of ore was mined and 319,614 tonnes of ore milled, with an average gold grade of 1.17 g/t, compared to 1,558,815 tonnes of ore mined and 460,035 tonnes of ore milled, with average gold grade of 1.51 g/t in the same period of 2025.
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 throughout its operations.
As at March 31, 2026, the Company recorded no minor injury 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
The Company's board and executive structure as established in late 2025 remained in place during the three months ended March 31, 2026.
Jeremy South stepped down as Senior Vice President and Chief Financial Officer effective March 10, 2026, and Ms. Ariuntsetseg Batsaikhan was appointed Interim Chief Financial Officer. Ms. Batsaikhan has served as Financial Controller of the Company since 2018 and has over 15 years of experience in mining finance and reporting.
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, continue to 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.
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
These geopolitical factors may result in supply chain disruptions, increased input costs (including fuel and consumables), foreign exchange volatility, and broader market uncertainty. Such conditions may also contribute to volatility in commodity prices and financial markets, which could indirectly impact the Group's operations.
Management continues to monitor geopolitical developments and their potential impact on operations and financial performance.
Financial Overview
As at March 31, 2026, the Group reported a net cash position of $56,738, supported by cash balances and short-term investments, including bond investments expected to mature by end of 2026 and be applied toward debt reduction and working capital requirements. Inventory levels increased during the quarter, primarily due to higher stripping-related costs capitalized at the Boroo Gold Mine.
During the three months ended March 31, 2026, the Group continued to service its existing debt obligations, including interest payments, in accordance with contractual terms. In addition, the Group reached an agreement in principle with TDB to revise the repayment schedules of ATO Phase 2 loan and TDB Gold II loan facilities, with the objective of better aligning debt service obligations with expected operational cash flows. The Group remains engaged in previously disclosed arbitration relating to the streaming arrangement and litigation concerning the Gold Prepay loan facility. These matters may affect the timing and extent of future cash flows and liquidity available to the Group, and management continues to monitor developments and assess their potential financial impact.
Total liabilities remained broadly consistent with year-end levels, with movements driven by repayment of the BORO bond, partially offset by remeasurement of the streaming liability and other financing-related adjustments.
Subsequent to the reporting period, on April 10, 2026, the Group advanced $21,350 to Hexagon Engineering LLC, funded from internal cash resources, to support further progress of the ATO Phase 2 expansion.
Statement of Financial Position
| (US$ 000's) | As at March 31, 2026 | As at December 31, 2025 | As at December 31, 2024 |
|---|---|---|---|
| Cash | 73,061 | 68,295 | 47,132 |
| Inventories | 44,032 | 35,202 | 62,761 |
| Other current assets | 7,620 | 9,944 | 8,853 |
| Investment in bonds | 105,275 | 103,781 | 97,050 |
| Non-current assets | 147,873 | 141,156 | 136,348 |
| Total Assets | 377,861 | 358,378 | 352,144 |
| Short-term loans | 71,030 | 63,154 | 19,590 |
| Other current liabilities | 53,270 | 46,732 | 45,184 |
| Non-current Liabilities | 92,168 | 105,667 | 177,305 |
| Total Liabilities | 216,468 | 215,553 | 242,079 |
| Total Shareholders' Equity | 161,393 | 142,825 | 110,065 |
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
Cash
The Group reported cash of $73,061 as at March 31, 2026 compared to cash of $68,295 as at December 31, 2025. The increase in cash for the three months ended March 31, 2026 of $4,766 was driven from $22,201 generated from operating activities, partially offset by $1,813 used in investing activities and $15,622 used in financing activities. The cash used in financing activities primarily consisted of loan repayments and interest payments related to TDB and MIK (as defined below) loans and full repayment of BORO bond.
The Group's net cash position for the reporting periods are as follows:
| (US$ 000's) | As at March 31, 2026 | As at December 31, 2025 |
|---|---|---|
| Payables & other liabilities* | 11,705 | 10,762 |
| Triple Flag Gold Prepay Loan | 7,514 | 7,207 |
| Short-term loans | 71,030 | 63,154 |
| BORO bond | - | 14,300 |
| Long-term loans | 31,349 | 41,484 |
| Total debt | 121,598 | 136,907 |
| Cash | 73,061 | 68,295 |
| Investment in bonds | 105,275 | 103,781 |
| Total liquid assets | 178,336 | 172,076 |
| Net cash | (56,738) | (35,169) |
- 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 increase in net cash as at March 31, 2026 was primarily driven by the 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 period.
Inventories
The Group's inventories balance as at March 31, 2026 and December 31, 2025 were as follows:
| (US$ 000's) | As at March 31, 2026 | As at December 31, 2025 |
|---|---|---|
| Ore stockpiles | 22,894 | 16,389 |
| Heap leach pad inventory | 4,137 | 4,292 |
| Gold-in-circuit | 3,638 | 2,942 |
| Finished goods | 1,150 | 40 |
| 31,819 | 23,663 | |
| Consumables and supplies | 20,973 | 20,334 |
| Provision for inventory obsolescence | (8,760) | (8,795) |
| 12,213 | 11,539 | |
| Total inventories | 44,032 | 35,202 |
The Group's inventory as at March 31, 2026 was $44,032, compared to $35,202 as at December 31, 2025. The increase was primarily due to stripping activities held at Boroo Mine.
Stockpiles of ore included 40,871 ounces valued at $22,894 at March 31, 2026, compared to 46,208 ounces valued at $16,389 as at December 31, 2025. The increase in stockpile value was primarily attributable to stripping costs related to Boroo Gold Mine which were capitalized to inventory during the
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Management's Discussion and Analysis
March 31, 2026
quarter. Heap leach pad inventory and gold in circuit included 9,033 ounces valued at $7,775 as at March 31, 2026, compared to 6,177 ounces valued at $7,234 at December 31, 2025.
Consumables inventory increased modestly to $12,213 at March 31, 2026 from $11,539 at December 31, 2025. During the three months ended March 31, 2026, the Group recognized a net reversal of inventory write-downs of $35 (March 31, 2025: $49) related primarily to slow-moving and obsolete spare parts following a review of inventory aging and operational requirements.
Other Current Assets
As at March 31, 2026, the Group's other current assets amounted to $7,620 (December 31, 2025: $9,944). The decrease was primarily attributable to the receipt of the final installment of proceeds of $2,215 during the first quarter of 2026 related to the sale of the Tres Cruces Oxide Project ("ATC Sale") in Peru.
Included in receivables is a fully impaired amount due from Centerra Gold Mongolia LLC relating to the Gatsuurt project. There were no material developments during the quarter.
Investment in Bonds
As at March 31, 2026, the Group held investments in bonds issued by Boroo Singapore with a total carrying value of $105,275 (December 31, 2025: $103,781), including accumulated accrued interest income of $50,938 (December 31, 2025: $49,444) as at March 31, 2026. The bonds mature on December 31, 2026.
The recoverability of the bonds is dependent on the operations of Minera Boroo Misquichilca SA ("MBM"), a wholly owned subsidiary of Boroo Singapore operating in Peru. Management assessed the expected credit loss associated with the bonds as at March 31, 2026 and determined that no impairment indicators were identified.
The Group expects the realization of the bond investments to support future debt reduction and working capital requirements.
Non-Current Assets
As at March 31, 2026, non-current assets totaled $147,873, compared to $141,156 at December 31, 2025. The increase was primarily attributable to the addition of leased mining mobile equipment of $6,904 during the quarter.
Property, plant and equipment totaled $136,185 at March 31, 2026 (December 31, 2025: $137,072) and primarily related to the Group's mining operations at the ATO Project and Boroo Project, including ongoing development activities associated with the ATO Phase 2 expansion.
Right-of-use assets totaled $7,432 (December 31, 2025: $707) at March 31, 2026 and primarily related to leased mining mobile equipment, light motor vehicles, and office leases.
The Group also holds exploration and evaluation assets relating to its interest in the Uudam Khundii project, together with long-term investments and deferred tax assets.
Long-term investments included equity investments in Trade and Development Bank ("TDB") and Trinity One Metals Ltd. (formerly Aranjin Resources Ltd.).
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
Liabilities
Total liabilities for the Group amounted to $216,468 as at March 31, 2026, compared to $215,553 as at December 31, 2025. The slight increase during the period was primarily attributable to higher streaming arrangement liability and lease liabilities, partially offset by repayments of loans payable and the BORO bond.
The increase in the streaming arrangement liability reflects remeasurement adjustments during the period, primarily driven by changes in long-term gold price forecasts and a decrease in discount rates used in the valuation model. The increase in lease liability relates to additional right-of-use assets recognized in the quarter. These increases were partially offset by the repayment of the $14,300 BORO bond, scheduled repayments of loans payable, and movements in the convertible debenture derivative and liability.
The table below provides the breakdown of total liabilities:
| (US$ 000's) | As at March 31, 2026 | |
|---|---|---|
| $ | December 31, 2025 | |
| Amounts payable and other liabilities | 11,705 | 10,762 |
| Lease liability | 6,030 | 633 |
| Due to Boroo Singapore | 945 | 945 |
| Triple Flag Gold Prepay Loan | 7,514 | 7,207 |
| Loans payable | 102,379 | 104,638 |
| BORO Bond | - | 14,300 |
| Asset retirement obligation | 17,574 | 17,070 |
| Streaming arrangement in default | 10,696 | 8,265 |
| Streaming arrangement liability | 42,608 | 31,967 |
| Convertible debenture - derivative and liability | 4,340 | 6,046 |
| Current tax liability | 12,677 | 13,720 |
| Balance end of period | 216,468 | 215,553 |
Triple Flag Gold Prepay Loan
The Group has a gold prepay arrangement ("Triple Flag Gold Prepay Loan") with Triple Flag Precious Metals Corp. ("Triple Flag") with a carrying balance of $7,514 as at March 31, 2026 (December 31, 2025: $7,207). The liability is remeasured at fair value based on prevailing gold prices.
During this period, the Group continued discussions with Triple Flag regarding the outstanding obligations under the agreement. The matter is subject to ongoing contractual discussions and previously disclosed legal proceedings, and the outcome remains uncertain.
Loans Payable
Total loans and interest payables outstanding with TDB and Mongolian Mortgage Corporation HFC LLC ("MIK") as at March 31, 2026 was $102,379 (December 31, 2025: $104,638), split between the current portion of $71,030 and the long-term portion totaling $31,349.
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
Details of loans payable outstanding as at March 31, 2026 and December 31, 2025 were as follows:
| As at March 31, 2026 $ | As at December 31, 2025 $ | |
|---|---|---|
| ATO Phase 2 loan (i) | 49,600 | 49,600 |
| TDB Gold II loan (ii) | 2,154 | 2,154 |
| TDB Blue Sky office loan | 1,472 | 1,603 |
| MIK (iii) | 46,734 | 47,734 |
| Loan interest payable | 2,419 | 3,547 |
| Balance end of period | 102,379 | 104,638 |
| Less: current portion | (71,030) | (63,154) |
| Long-term portion | 31,349 | 41,484 |
During the three months ended March 31, 2026, the Company entered into the following arrangements with TDB:
(i) In March 2026, the Company reached an agreement with TDB to defer the first instalment of $9,600 of ATO Phase 2 loan to August 9, 2026, with the remaining $40,000 to be paid in four equal semi-annual instalments between August 9, 2026, and August 9, 2028.
(ii) In February 2026, the Company reached an agreement with TDB to settle the outstanding balance of $2,154 under the TDB Gold II Loan through a series of instalment payments, with full repayment expected by July 31, 2026.
(iii) During the three months ended March 31, 2026, the Company made a repayment of $1,000 on the loan with MIK (formerly TDB Leasing – MIK loan) in accordance with the existing repayment terms. There were no other material changes to the loan during the period.
There were no other material changes to the terms of the Company's loans and borrowings during the period.
BORO Bond
On December 5, 2024, Boroo Gold issued a $43,000 bond through MIK to finance working capital and equipment improvements. The bond bore interest at 12.3% per annum, payable semi-annually, and is scheduled to mature on March 5, 2027.
The Company made an early partial repayment of $28,700 during 2025. During the three months ended March 31, 2026, the Company made repayment of $14,300 to MIK, resulting in full repayment of outstanding BORO bond.
Stream Arrangement
The Group is party to a metals purchase and sale agreement with Triple Flag in respect of gold and silver production from the ATO Project (the "Stream Arrangement"), as described in the annual financial statements for the year ended December 31, 2025.
During the three months ended March 31, 2026, the Group recognized a $13,072 increase in the fair value of the streaming arrangement liability (three months ended March 31, 2025: increase of $2,977), primarily driven by higher long-term gold price assumptions and a decrease in the discount rate used in the valuation model. The valuation methodology remained consistent with that applied at December 31, 2025.
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
The Stream Agreement is accounted for as a derivative liability measured at fair value through profit or loss. The valuation is determined using a discounted cash flow model incorporating estimates of future production, delivery schedules, commodity price assumptions, and discount rates. Key inputs include gold price assumptions ranging from approximately $3,500 to $4,250 per ounce, a discount rate of 26.5%, and a probability weighting of approximately 55% applied to ATO Phase 2.
The Group remains in default of certain delivery obligations under the Stream Arrangement. As at March 31, 2026, approximately 1,797 ounces of gold and 15,546 ounces of silver remained undelivered under the agreement.
As at March 31, 2026, arbitration proceedings initiated by Triple Flag remain ongoing and no resolution has been reached. The outcome of the proceedings remains uncertain.
Lease Liability
The Company has leases in place for office premises in Toronto, Canada, as well as mining mobile equipment and light motor vehicles. These leases are recognized in the consolidated statement of financial position as right-of-use assets and corresponding lease liabilities.
During the three months ended March 31, 2026, the Group recognized additional lease liabilities of $5,524 related to mining mobile equipment, with a lease term of three years and an implied interest rate of 13% per annum.
As at March 31, 2026, total lease liabilities amounted to $6,030 (December 31, 2025: $633), with the increase primarily attributable to new equipment leases entered into during the period.
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 $2,760 (December 31, 2025: $2,697) and the fair value of the derivative portion was $1,580 (December 31, 2025: $3,349) as at March 31, 2026. The decrease in fair value of the derivative portion of convertible debentures was due to the decrease in the Company's share price from $1.40 per share as at December 31, 2025 to $0.96 per share as at March 31, 2026.
Shareholders' Equity
The Company is authorized to issue an unlimited number of common shares without par value. All issued shares are fully paid.
As at December 31, 2025, the Company had 252,827,187 common shares issued and outstanding with a carrying value of $55,422.
There were no changes in the number of issued and outstanding common shares during the three months ended March 31, 2026.
Liquidity
As at March 31, 2026, the Group reported working capital of $105,688, including bond investments of $105,275 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.
14
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
The Group has contractual obligations totaling $186,217 (refer section "Liquidity Risk"), of which $111,622 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.
During the three months ended March 31, 2026, the Group continued to service its debt obligations in accordance with contractual terms and made progress on the previously disclosed discussions with Trade and Development Bank regarding amendments to the repayment schedules of the ATO Phase 2 and TDB Gold 2 loan facilities. Liquidity remains sensitive to the timing of debt servicing obligations, working capital requirements, commodity price movements and the realization of bond investments, and the outcome and potential financial implications of the ongoing stream arrangement arbitration and litigation concerning the gold prepay facility. Management continues to monitor these matters closely and assess their potential impact on the Group's liquidity position and future cash flows.
Capital Resources
As at March 31, 2026, the Group's capital resources consisted primarily of cash and cash equivalents and bond investments of $105,275 maturing on December 31, 2026, together with expected cash flows from its producing operations, primarily Boroo, Ulaanbulag and ATO Gold Mines.
Capital expenditures are expected to continue across the Group's portfolio, including sustaining activities at its producing operations, advancement of ATO Phase 2, and ongoing work on exploration sites. The timing and level of such expenditures will depend on available liquidity, financing arrangements and market conditions.
The Group expects to fund its capital requirements through a combination of existing cash balances, proceeds from bond investments upon maturity and operating cash flows.
While the Group expects that its current capital resources, together with anticipated operating cash flows and bond maturities, will support its ongoing operations and planned activities, there can be no assurance that such resources will be sufficient in all circumstances.
Off Balance Sheet Arrangements
As of the date of this filing, the Company does not have any off-balance-sheet arrangements.
Income Statement
| (US$ 000's) | Q1
Mar 31
2026 | Q1
Mar 31
2025 | YTD
Dec 31
2025 | YTD
Dec 31
2024 |
| --- | --- | --- | --- | --- |
| Revenue | 53,180 | 32,368 | 249,474 | 178,133 |
| Toll refiner revenue | - | - | 4,656 | - |
| Total revenue | 53,180 | 32,368 | 254,130 | 178,133 |
| Cash Cost of Sales | (12,391) | (11,601) | (68,753) | (64,594) |
| Operating income from mine
operations before non-cash items | 40,789 | 20,767 | 185,377 | 113,539 |
| Depletion and Depreciation | (2,165) | (3,293) | (15,744) | (17,474) |
| Inventory write-down (heap leach pad and
gold in circuit) | - | - | (31,402) | - |
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
| Impairment loss | - | - | (10,641) | - |
|---|---|---|---|---|
| Profit from Mine Operations | 38,624 | 17,474 | 127,590 | 96,065 |
| Corporate Administration | (2,555) | (2,402) | (11,723) | (9,222) |
| Exploration & Evaluation | (53) | (6) | (132) | (32) |
| Operating Profit | 36,016 | 15,065 | 115,735 | 86,811 |
| Finance Costs | (11,870) | (6,454) | (48,342) | (7,203) |
| Foreign Exchange Gain | 1,045 | 459 | 879 | 526 |
| Profit Before Tax | 25,191 | 9,070 | 68,272 | 80,134 |
| Income Tax | (5,990) | (2,483) | (35,574) | (18,811) |
| Profit After Tax | 19,201 | 6,587 | 32,698 | 61,323 |
| Cumulative translation adjustment | (633) | 71 | 62 | (1,571) |
| Profit for the period | 18,568 | 6,658 | 32,760 | 59,752 |
| Basic Net earnings and Comprehensive income per Common Share | 0.076 | 0.026 | 0.129 | 0.324 |
| Diluted Net earnings and Comprehensive income per Common Share | 0.075 | 0.026 | 0.127 | 0.321 |
| Weighted average number of common shares outstanding - basic | 252,827,187 | 252,827,187 | 252,827,187 | 189,225,996 |
| Weighted average number of common shares outstanding - diluted | 257,238,952 | 257,238,952 | 257,238,952 | 191,064,232 |
Revenue
For the three months ended March 31, 2026, the Group sold 10,502 ounces of gold and 2,237 ounces of silver for total gross revenue of $53,180.
During the three months ended March 31, 2025, the Group generated total gross cash revenue of $32,368 consisting of 15,611 ounces of gold and 18,844 ounces of silver. The increase in revenue was primarily attributable to higher gold price, despite lower volume.
The following table summarizes gold and silver ounces sold, sales revenue and average realized selling price for ATO Project and Boroo Project for the three months ended March 31, 2026.
| Boroo Project | ATO Project | |||||
|---|---|---|---|---|---|---|
| Period | Gold sold oz | Average price per oz | Revenue $ | Gold sold oz | Average price per oz | Revenue $ |
| Q1 2026 | 9,754 | 5,030 | 49,067 | 748 | 5,249 | 3,927 |
| Total | 9,754 | 49,067 | 748 | 3,927 | ||
| Period | Silver sold oz | Average price per oz | Revenue $ | Silver sold oz | Average price per oz | Revenue $ |
| Q1 2026 | 2,093 | 84 | 175 | 144 | 75 | 11 |
| Total | 2,093 | 175 | 144 | 11 |
Cash Cost of Sales
Cash cost of sales for the three months ended March 31, 2026 was $12,391 compared to $11,601 for the corresponding period in 2025. The increase during the three months ended March 31, 2026 was
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
primarily driven by higher per ounce costs resulting from lower gold sales volumes, reflecting reduced mined and processed ore compared to the first quarter of 2025, as well as higher revenue-based royalty expenses due to higher gold prices.
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.
Depreciation and Amortization
Depreciation and depletion for the Group totalled $2,165 for the first quarter of 2026 compared to $3,293 for the same period in 2025. The decrease was primarily due to lower mining and processing volumes during the quarter compared to the first quarter of 2025.
Corporate Administration Costs
Corporate administration costs for the Group were $2,555 for the first quarter of 2026, compared to $2,402 in the same period in 2025 with the increase primarily attributable to higher administrative expenses during the quarter.
Finance Costs
Net finance cost of $11,870 was reported for the first quarter of 2026, compared to $6,454 reported for the same period in 2025. The increase was primarily due to a $13,072 fair value loss on the streaming arrangement liability, resulting from higher long-term gold price assumptions and a decrease in discount rates used in the valuation model, interest on loans and the BORO bond of $2,173, fair value increase in Triple Flag Gold Prepay Loan of $307, which was partially offset by the interest income on the bonds receivable of $1,494, gain on revaluation of convertible debenture of $1,763.
In the first quarter of 2026, net finance cost primarily consisted of a loss on stream liability fair valuation of $2,977, interest on loans and the BORO bond of $4,142 and a fair value increase in the Triple Flag Gold Prepay Loan of $307, which was partially offset by interest income from investment in bonds of $1,660.
Foreign Exchange Gain
Foreign exchange gain was $1,045 for the first quarter of 2026, compared to a gain of $459 for the same period in 2025. The increase was primarily due to the Canadian dollar weakening against the United States dollar during the period.
Taxation
The Group's main operating subsidiaries in Mongolia generated taxable income and an income tax expense of $5,990 was reported in the condensed interim consolidated statements of income and comprehensive income for the three months ended March 31, 2026. There was a deferred tax asset of $2,298 recorded as at March 31, 2026, compared to a deferred tax asset of $802 at December 31, 2025.
Cash Flow Statement
| (US$ 000's) | Q1
Mar 31, 2026 | Q1
Mar 31, 2025 | YTD
Dec 31, 2025 | YTD
Dec 31, 2024 |
| --- | --- | --- | --- | --- |
| Cash flows - operating activities | 22,201 | (7,557) | 114,328 | 66,695 |
| Cash flows - investing activities | (1,813) | 1,154 | (25,508) | (12,062) |
| Cash flows - financing activities | (15,622) | (24,244) | (67,657) | (22,404) |
| Net increase (decrease) in Cash | 4,766 | (30,647) | 21,163 | 32,229 |
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
Cash generated from operating activities was $22,201 for the three months ended March 31, 2026 compared to cash used in operating activities of $7,557 for the same period in 2025. 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 ended March 31, 2026 was $1,813, compared to cash generated from investing activities of $1,154 for the first quarter of 2025. Cash used in investing activities in the three months ended March 31, 2026 included additions to property, plant and equipment and right-of-use asset of $4,028 which was partially offset by $2,215 of the ATC Sale proceeds included in the three months ended March 31, 2026. Cash used in investing activities for the three months ended March 31, 2025 included capital expenditure of $1,878, which was offset by $3,032 of the ATC Sale proceeds.
Cash used in financing activities were $15,622 for the three months ended March 31, 2026, compared to $24,244 for the three months ended March 31, 2025. Cash outflows from financing activities for the three months ended March 31, 2026 primarily related to TDB loan repayments, and the BORO bond repayment of $14,300. The same period in 2025 included TDB loan repayments of $21,229 and Triple Flag Gold Prepay loan repayment of $2,907.
Outstanding Common Shares
As at the date of this MD&A, there are 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 $0.68 per common share.
Related Party Transactions
The Company's related parties include its controlling entities, associated companies, and key management personnel.
During the three months ended March 31, 2026, the Company entered into the following related party transactions:
- On January 21, 2026, the Company entered into a royalty buyback option agreement (the "Option Agreement") with Boroo Singapore in respect of the Alturas gold project in Chile (the "Alturas Project"). Under the Option Agreement, Boroo Singapore granted Steppe Gold a call option to acquire the economic benefit of Boroo Singapore's contractual right to repurchase a 0.25% net smelter return royalty ("NSR") applicable to the Alturas Project. The call option may be exercised during the 30-day period commencing November 7, 2029, upon payment by Steppe Gold of $7,500 to fund the NSR repurchase from the current royalty holder.
- On February 10, 2026, the Company received $2,215 for the ATC Sale proceeds received from Boroo Singapore and its subsidiary.
- On February 27, 2026, TDB Capital acquired indirect beneficial ownership and control of approximately 3.16% of the Company's issued and outstanding common shares. TDB Capital also indirectly beneficially owns and controls approximately 70% of Boroo Singapore, which beneficially owns and controls approximately 56.88% of the Company's issued and outstanding common shares on a non-diluted basis.
- The Company entered into equipment lease arrangements with TDB Leasing in the amount of $5,524.
- The Company recognized interest income of $1,494 (March 31, 2025: $1,660) in relation to investment bonds held with Boroo Singapore.
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
- The Company incurred management fees of $425 (March 31, 2025: $332) payable to key management personnel.
All related party transactions are conducted in the normal course of operations and are measured at the amount of consideration agreed between the parties.
There were no other material related party transactions during the period.
Operational Overview
The Group sold 10,502 ounces of gold during the three months ended March 31, 2026, compared to 15,611 ounces sold during the same period in 2025. The Group produced 11,719 ounces of gold and 8,251 ounces of silver during the three months ended March 31, 2026, compared to 19,860 ounces of gold and 5,412 ounces of silver in the comparable period of 2025. The decrease in gold production during the first quarter of 2026 was primarily attributable to planned lower production in line with the mine plan and reserve schedule, as well as reduced plant availability during the quarter.
For the three months ended March 31, 2026, the Group mined 457,291 tonnes of ore and milled 319,614 tonnes of ore, compared to 1,558,815 tonnes of ore mined and 460,035 tonnes of ore milled during the same period in 2025. Mining activities during the quarter included increased waste movement and stripping activities to support future mining phases and ore access.
Processing plant availability during the quarter was impacted by scheduled maintenance activities and an unplanned downtime associated with repairs to the ball mill trunnion bearing during February 2026, which temporarily reduced processing throughput. The issue was subsequently resolved, and the processing plant has been operating at normal levels since mid-February 2026.
Capital expenditures (growth and sustaining) for the three months ended March 31, 2026 totaled $3,892, compared to $2,091 during the same period in 2025, primarily reflecting additional cash deposits paid in respect of leased equipment and capitalized borrowing cost related to the ATO Phase 2 expansion during the quarter.
| (US$ 000's) | Q1
Mar 31, 2026 | Q1
Mar 31, 2025 | YTD
Dec 31, 2025 | YTD
Dec 31, 2024 |
| --- | --- | --- | --- | --- |
| General Sustaining | 2,595 | 1,799 | 24,881 | 14,074 |
| Growth and Expansion | 1,297 | 292 | 390 | 1,375 |
| Total | 3,892 | 2,091 | 25,271 | 15,449 |
Gold Mine Operational Summary
The below table shows the Group's operational summary:
| Period
(USD) | unit | Q1
Mar 31, 2026 | Q1
Mar 31, 2025 | YTD
Dec 31, 2025 | YTD
Dec 31, 2024 |
| --- | --- | --- | --- | --- | --- |
| Waste Mined | bcm | 2,414,544 | 1,552,184 | 6,175,293 | 5,061,083 |
| Ore Mined | ton | 457,291 | 1,558,815 | 3,829,105 | 4,066,289 |
| Milled | ton | 319,614 | 460,035 | 1,792,179 | 1,742,211 |
| Grade_Mill | g/t | 1.17 | 1.51 | 1.55 | 1.35 |
| Gold Recovery_Mill | % | 78% | 79% | 85% | 81% |
| Gold Produced | oz | 11,719 | 19,860 | 76,059 | 77,758 |
| Gold Sold | oz | 10,502 | 15,612 | 75,927 | 78,450 |
| Silver Produced | oz | 8,251 | 5,412 | 18,428 | 35,951 |
| Silver Sold | oz | 2,237 | 19,173 | 52,207 | 35,848 |
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
| Revenue | 000's | 53,180 | 32,368 | 249,474 | 178,133 |
|---|---|---|---|---|---|
| Toll refiner revenue | 000's | 4,656 | - | ||
| Cash Cost | 000's | 12,334 | 10,921 | 66,522 | 64,239 |
| Gross Profit | 000's | 38,624 | 17,474 | 138,231 | 96,065 |
| Sustaining Capital expenditure | 000's | 2,595 | 1,799 | 24,881 | 14,074 |
| UNIT COST: | |||||
| Mining Unit Cost | US$/t | 16.38 | 4.22 | 6.41 | 5.38 |
| Processing Unit Cost | US$/t | 15.16 | 10.18 | 12.56 | 12.23 |
| Site G&A Unit Cost | US$/t | 4.84 | 2.79 | 4.15 | 3.71 |
| Cash Cost | 1174 | 700 | 875 | 819 | |
| Site All-in-Sustaining Cost | 1438 | 844 | 1215 | 1017 | |
| Total All-in-Sustaining Cost | 1668 | 991 | 1357 | 1078 |
In the first quarter of 2026, the mining unit cost amounted to $16.38 per tonne compared to $4.22 per tonne for the same period in 2025. In the first quarter of 2026, the processing unit cost amounted to $15.16 per tonne compared to $10.18 per tonne for the same period in 2025. The increase was primarily driven by lower mined and processed ore volumes during the period.
In the first quarter of 2026, Group's site general and administrative ("G&A") unit cost amounted to $4.84 per tonne compared to $2.79 per tonne for the same period in 2025. Site AISC for the Group in the three months ended March 31, 2026, was $1,438 compared to site AISC of $844 in the three months ended March 31, 2025. Total AISC for the Group in the three months ended March 31, 2026, was $1,668 compared to $991 for the same period in 2025. The increases were primarily driven by lower gold sales volumes in 2026, resulting in higher unit costs.
Summary of Quarterly Results
| (US$ 000's) | 2026 Q1 | 2025 Q4 | 2025 Q3 | 2025 Q2 | 2025 Q1 | 2024 Q4 | 2024 Q3 | 2024 Q2 |
|---|---|---|---|---|---|---|---|---|
| Revenue | 53,180 | 160,037 | 29,398 | 32,327 | 32,368 | 46,220 | 37,332 | 47,468 |
| Net earnings | 19,124 | 10,072 | 7,066 | 8,996 | 6,600 | 18,399 | 8,249 | 14,353 |
| Basic and diluted earnings per common share* | 0.08 | 0.04 | 0.03 | 0.04 | 0.03 | 0.12 | 0.06 | 0.11 |
| Net Cash (used in) generated from operating activities | 22,201 | 108,674 | 9,012 | 12,098 | (7,557) | 16,797 | 8,517 | 22,734 |
*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 first quarter of 2026, the Group sold 10,502 ounces of gold and 2,237 ounces of silver for total gross revenue of $53,180, compared to the fourth quarter of 2025, when the Group sold 37,337 ounces of gold and 28,507 ounces of silver for total gross revenue of $160,037. The higher sales volumes in the fourth quarter of 2025 were driven by the sale of 7,966 ounces of gold produced in the third quarter of 2025, as well as higher gold production during the fourth quarter of 2025.
20
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
In addition, the Group generated third-party ore processing revenue of $2,560 in the fourth quarter of 2025 compared to $Nil in the first quarter of 2026.
Cash generated from operating activities for the first quarter of 2026 was $22,201 compared to $108,674 for the fourth quarter of 2025. The decrease was primarily due to the significantly higher sales volumes and related cash receipts in the fourth quarter of 2025, as well as the timing of gold shipments and collections in that period, which were not repeated in the current quarter.
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, with a focus on increasing processing capacity and improving recovery performance.
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.
Subsequent to March 31, 2026, on April 10, 2026, the Company advanced an additional $21,350 to Hexagon Engineering LLC under the existing EPC Contract to support the continued development of ATO Phase 2 and is in discussions with Hexagon Engineering LLC regarding an amendment to reflect the expanded scope of work for ATO Phase 2.
Please note that the amendment terms remain under discussion and are currently in draft form. Accordingly, the scope of the additional works is subject to change and certain items may be revised, reduced, removed, or supplemented as discussions progress.
The proposed additional works for ATO Phase 2 includes:
- Design and construction works for the water facilities;
- Water resource exploration and reserve determination works;
- Construction and installation works for the overhead power transmission line;
- Procurement, design, construction, and installation of modular containers for the workers' camp facilities;
- Mine planning and related engineering design works;
- Construction and installation works for the primary crusher with an annual ore crushing capacity of 4.0 million tonnes;
- Additional works related to the relocation of the processing plant site;
- Design and construction works for the waste collection facility;
- Laboratory equipment procurement and design works;
- Design and construction works for supporting facilities, including the mine maintenance workshop, central warehouse, and integrated mine office; and
- Improvement works for the earth road from Altan Tsagaan Ovoo Mine to Tsagaan Ovoo soum.
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.
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
No additional exploration drilling or development activities were conducted during the three months ended March 31, 2026.
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 within licenses MV-001960 and MV-000198 was conducted to confirm reserves, assess mineralization and support potential pit expansions.
Updated reserve reports and feasibility studies for the Boroo and Ulaanbulag Gold Mines were approved by the Specialized Minerals Council in the fourth quarter of 2025, resulting in an extension of the life of mine.
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).
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).
ATO Gold Mine
The ATO Gold Mine is comprised of one mining license MV-017111 over an area of 5,492.63 hectares and is located in Tsagaan Ovoo soum, Dornod province of Eastern Mongolia.
No additional exploration or development activities were conducted during the three months ended March 31, 2026.
During 2025, following the issuance of a permit by the Mineral Resources and Petroleum Authority of Mongolia ("MRPAM"), the Company completed an exploration drilling program to identify aggregate resources for Phase 2 construction. The program consisted of 14 boreholes totaling 715 metres, with 56 samples collected and submitted for material quality analysis.
Based on the results of the exploration program, approximately 9.1 million m³ of CMR reserves were identified in two areas and were approved by the Mineral Resources Professional Council ("MRPC") in 2025.
Uudam Khundii Exploration Site
The Uudam Khundii exploration site is covered by one exploration license totaling 14,400 hectares in Bayankhongor province, Mongolia. The property is located within the Bayankhongor Gold Belt and is situated between and adjoining the Bayan Khundii and Altan Nar gold deposits owned by Erdene Resource Development Corporation (TSX: ERD).
No exploration or development activities were conducted during the three months ended March 31, 2026.
During 2025, the Company utilized hyperspectral satellite imagery (PRISMA), together with regional geological data and known mineralization controls, to refine and delineate previously identified prospective areas and target zones. This work supported the assessment of mineral potential across the exploration area.
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.
STEPPE COLD
Management's Discussion and Analysis
March 31, 2026
Bornuur Exploration Site
The Bornuur exploration site is held under exploration license XV-021931, located in Bornuur and Jargalant soums of Tuv aimag and Bayangol soum of Selenge aimag, covering an area of 1,787.39 hectares.
No additional exploration activities were conducted during the three months ended March 31, 2026.
During 2025, the Company completed a follow-up drilling program comprising six drill holes totaling 1,049.1 metres, with 683 samples collected for analysis. The program was designed to further evaluate mineralization and test geophysical anomalies identified through prior exploration work.
The Company continues to evaluate the results of previous exploration programs and future exploration plans for the property. Detailed geophysical (electrical) surveys are planned within the metamorphic mineralized zone identified in prior drilling.
Nart Uul Exploration Site
The Nart Uul exploration site is held under exploration license XV-021829, located in Bornuur soum, Tuv aimag. The license was acquired in December 2025 from Aurum Metals LLC.
No additional exploration activities were conducted during the three months ended March 31, 2026.
During 2025, the Company completed a preliminary drilling program consisting of three drill holes totaling 598.2 metres, with 420 samples submitted for assay. 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 Company continues to assess the exploration potential of the property based on historical geophysical surveys, field sampling and drilling results. The Company plans to undertake approximately 4,200 cubic metres of trenching and drilling to evaluate surface geochemical and geophysical anomalies, verify geophysical 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.
Outlook
The Company's 2026 production guidance is approximately 68,000 ounces of gold, reflecting anticipated improvements in mill throughput, recoveries, and operational efficiencies across its processing facilities.
The Group continues to advance the ATO Phase 2 Expansion, with ongoing progress in engineering, permitting, and infrastructure planning. Subsequent to the reporting period, the Group advanced $21,350 under the EPC contract from internal cash resources to support continued ATO Phase 2 development activities. Project execution plans are being refined to reflect updated engineering scope and site access considerations, which may affect development sequencing and timing. Permitting and land access remain key prerequisite for full project execution and continue to involve inherent uncertainty.
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
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Management's Discussion and Analysis
March 31, 2026
The preparation of the Company's condensed interim consolidated financial statements requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, income, and expenses, as well as related disclosures in the accompanying notes.
The significant judgments, estimates, and assumptions applied in the preparation of the Group's financial statements are described in Note 1 of the consolidated financial statements for the year ended December 31, 2025, and have been consistently applied in the preparation of these interim financial statements, unless otherwise disclosed.
Accounting Policies
The accounting policies applied in the preparation of the condensed interim consolidated financial statements as at and for the three months ended March 31, 2026 are consistent with those used in the Company's annual audited consolidated financial statements for the year ended December 31, 2025.
Financial Instruments and Risk Management
The Group's financial instruments and risk management objectives remain consistent with those disclosed in the annual audited consolidated financial statements for the year ended December 31, 2025.
Financial instruments continue to consist primarily of cash and cash equivalents, bond investments, trade and other receivables, loans and borrowings, convertible debentures, lease liabilities, streaming arrangements, and trade and other payables. These instruments are used to support operations, working capital requirements, and capital investment in the Group's mining projects.
Bond investments maturing on December 31, 2026 continue to represent a significant source of future liquidity, while loan and financing arrangements remain aligned with existing contractual terms and repayment schedules.
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 price risk). Management oversees the management of these risks and monitors the Group's exposure to ensure appropriate procedures are in place to minimize potential adverse effects on the Group's financial performance and liquidity.
(i) Credit risk
Credit risk arises from cash, receivables, and investment in bonds. Cash is held with Canadian and Mongolian financial institutions with minimal credit risk.
Investment in bonds issued by Boroo Singapore remains exposed to the financial performance of Boroo Singapore and its underlying subsidiaries, including MBM. There were no indicators of impairment or default during the three months ended March 31, 2026.
(ii) Liquidity risk
Liquidity risk is the risk that the Group will not meet its financial obligations as they fall due. The Group manages liquidity through operating cash flows, financing arrangements, and planned capital management activities.
During the period, the Group repaid the $14,300 bond, reducing outstanding indebtedness. The Group also entered into additional equipment lease arrangements, which increased contractual lease
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Management's Discussion and Analysis
March 31, 2026
obligations. The Group remains subject to ongoing arbitration relating to the streaming arrangement and litigation concerning the Gold Prepay loan facility, which may affect the timing and availability of future cash flows.
The maturity analysis of financial liabilities as at March 31, 2026 is as follows:
| Less than 1 year $ | 1-3 years $ | 3-5 years $ | More than 5 years $ | Total $ | |
|---|---|---|---|---|---|
| Amounts payable and other liabilities | 11,705 | - | - | - | 11,705 |
| Due to Boroo Singapore | 945 | - | - | - | 945 |
| Lease liability | 2,875 | 3,155 | - | - | 6,030 |
| Streaming arrangement in default | 10,696 | - | - | - | 10,696 |
| Streaming arrangement | 2,518 | 13,486 | 10,904 | 15,700 | 42,608 |
| Convertible debentures – derivative | 1,580 | - | - | - | 1,580 |
| Convertible debentures – loan liability | 2,760 | - | - | - | 2,760 |
| Loans payable | 71,030 | 11,349 | 20,000 | - | 102,379 |
| Triple Flag Gold Prepay Loan | 7,514 | - | - | - | 7,514 |
| Total | 111,622 | 27,990 | 30,905 | 15,700 | 186,217 |
(iii) Market risk
Market risk is the risk of loss arising from changes in market variables such as interest rates, foreign exchange rates, and commodity prices.
(a) Interest rate risk
The Group is exposed to limited interest rate risk as most borrowings carry fixed interest rates. Cash balances held in financial institutions may fluctuate with market interest rates; however, this exposure is not considered material.
(b) Foreign currency risk
The Group is exposed to foreign exchange risk primarily arising from Mongolian tugrik-denominated balances. Fluctuations in foreign exchange rates may impact the Group's financial results and cash flows. The Group monitors its foreign currency exposure as part of its overall risk management program.
(iv) Commodity price risk
The Group's revenue and financial performance are significantly impacted by gold and silver prices. The increase in the fair value of the streaming arrangement during the period increases sensitivity to commodity price fluctuations and valuation volatility.
Capital Risk Management
The Group's objectives when managing capital are to maintain financial flexibility, support ongoing operations and advance strategic objectives. The Group defines capital as total debt less cash and cash equivalents and manages its capital structure in response to economic conditions and risk factors affecting the business. The Group is not subject to externally imposed capital requirements.
25
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Management's Discussion and Analysis
March 31, 2026
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 $38,404 in the three months ended March 31, 2026 compared to $18,370 in the same period of 2025.
Adjusted EBITDA
| (US$ 000's) | Q1
Mar 31, 2026 | Q1
Mar 31, 2025 | YTD
Dec 31, 2025 | YTD
Dec 31, 2024 |
| --- | --- | --- | --- | --- |
| Net Profit Before Tax | 25,191 | 9,070 | 68,271 | 80,134 |
| Depreciation and depletion | 2,165 | 3,293 | 15,744 | 17,474 |
| Foreign exchange | (1,045) | (459) | (876) | (526) |
| Non-recurring expenses* | 170 | 6 | 262 | 3,933 |
| Finance expenses | 11,870 | 6,454 | 48,342 | 7,203 |
| Exploration and evaluation expenditures | 53 | 6 | 132 | 243 |
| Impairment loss | - | - | 10,641 | - |
| Inventory write-down (heap leach pad inventory and gold in circuit) | - | - | 31,402 | - |
| Adjusted EBITDA | 38,404 | 18,370 | 173,918 | 108,460 |
| Stream Agreement payments | - | - | - | (3,043) |
| Adjusted EBITDA after Stream payments | 38,404 | 18,370 | 173,918 | 105,417 |
*Non-recurring expenses related to Triple Flag Streaming arrangement arbitration fees in the first quarter of 2026, 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
March 31, 2026
| (US$ 000's) | | Q1
Mar 31, 2026 | Q1
Mar 31, 2025 | YTD
Dec 31, 2025 | YTD
Dec 31, 2024 |
| --- | --- | --- | --- | --- | --- |
| Cash Cost of Sales: | | | | | |
| Mining Cost | 000's | 7,599 | 6,706 | 24,563 | 21,862 |
| Processing Cost | 000's | 5,956 | 5,704 | 25,230 | 24,283 |
| Site G&A Cost | 000's | 1,969 | 1,677 | 8,341 | 7,379 |
| Change in Inventory – Cash | 000's | (5,879) | (5,056) | (4,605) | 1,326 |
| Royalty | 000's | 2,740 | 2,293 | 14,418 | 9,730 |
| Corporate Social Responsibility | 000's | 135 | 102 | 603 | 520 |
| By-Product Credits | 000's | (186) | (506) | (2,096) | (862) |
| Net Cash Costs | 000's | 12,334 | 10,920 | 66,454 | 64,238 |
| Sustaining Capital Expenditure | 000's | 2,595 | 1,799 | 24,881 | 14,074 |
| Corporate Administration | 000's | 2,250 | 2,300 | 11,119 | 8,702 |
| Non-recurring professional fees | 000's | 170 | (6) | (328) | (3,933) |
| Other | 000's | 173 | 461 | 914 | 1,448 |
| All-in-Sustaining Costs(1) | 000's | 17,521 | 15,474 | 103,040 | 84,529 |
| Gold Sales | oz | 10,502 | 15,612 | 75,926 | 78,450 |
| Cash Cost | US$/oz | 1,174 | 700 | 875 | 819 |
| Site All-in-Sustaining Cost | US$/oz | 1,438 | 844 | 1,215 | 1,017 |
| Total All-in-Sustaining Cost | US$/oz | 1,668 | 991 | 1,357 | 1,078 |
(1) AISC excludes non-recurring exploration expenditures 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 ended March 31, 2026 was $1,174 per ounce compared to cash costs of $700 per ounce for the same period in 2025.
Site AISC for the Group in the three months ended March 31, 2026, was $1,438 per ounce on gold sales of 10,502 ounces compared to site AISC of $844 per ounce on gold sales of 15,611 ounces in the three months ended March 31, 2025.
Total AISC for the Group in the three months ended March 31, 2026, was $1,668 per ounce compared to $991 per ounce for the same period in 2025.
Corporate Governance
Internal Control Over Financial Reporting
The Chief Executive Officer and the Interim Chief Financial Officer of the Company are responsible for designing, or causing to be designed under their supervision, internal control over financial reporting ("ICFR") to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards.
The Company's ICFR has been designed based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
The Chief Executive Officer and the Interim Chief Financial Officer evaluated, or caused to be evaluated under their supervision, the design of ICFR as defined by National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109") as at March 31, 2026. Based on this evaluation, they concluded that ICFR was designed effectively as at March 31, 2026.
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Management's Discussion and Analysis
March 31, 2026
Disclosure Controls and Procedures
Disclosure controls and procedures have been designed to provide reasonable assurance that all relevant information required to be disclosed by the Company is accumulated and communicated to senior management as appropriate to allow timely decisions regarding required disclosure. The Company's Chief Executive Officer and the Interim Chief Financial Officer have concluded, based on their evaluation of the design of the disclosure controls and procedures, that as at March 31, 2026, the Company's disclosure control and procedures have been designed effectively to provide reasonable assurance that material information is made known to them by other within the Company.
Limitations of Controls and Procedures
The Company's management, including the Chief Executive Officer and Interim Chief Financial Officer, believe that disclosure controls and procedures and internal control over financial reporting, no matter how well designed, can have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable, and not absolute, assurance that the objectives of the control system are met.
Due to the inherent limitations of all control systems, controls may not prevent or detect all misstatements or instances of fraud. Such limitations include the possibility of human error, circumvention or override of controls, and the impact of changing conditions. Accordingly, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control over Financial Reporting
There were no changes in ICFR during the first quarter of 2026 that have materially affected, or are reasonably likely to materially affect, the Company's ICFR.