COLLECTIVE MINING LTD(CNL) - 2025 Q2 - Quarterly Report

Unaudited Interim Condensed Consolidated Financial Statements Interim Condensed Consolidated Statement of Financial Position The Company's financial position as of June 30, 2025, shows a significant increase in total assets, primarily driven by a substantial rise in cash and cash equivalents and the recognition of a mining concession asset. Liabilities also increased, notably due to new long-term liabilities associated with the mining concession acquisition and environmental remediation provisions | Metric | June 30, 2025 ($) | December 31, 2024 ($) | Change ($) | % Change | | :-------------------------------- | :------------------ | :-------------------- | :--------- | :------- | | ASSETS | | | | | | Cash and cash equivalents | 70,581,382 | 38,930,957 | 31,650,425 | 81.30% | | Receivables and prepaid expenses | 982,435 | 683,655 | 298,780 | 43.70% | | Mining concession asset | 10,013,929 | – | 10,013,929 | N/A | | Property, plant and equipment | 1,562,263 | 680,062 | 882,201 | 129.73% | | Total assets | 86,112,562 | 42,556,391 | 43,556,171 | 102.35% | | LIABILITIES | | | | | | Account payables and accrued liabilities | 3,970,980 | 2,229,584 | 1,741,396 | 78.19% | | Provision for environmental remediation | 490,434 | – | 490,434 | N/A | | Warrants liability | – | 3,163,115 | (3,163,115) | -100.00% | | Current portion of lease liability | 469,542 | 82,795 | 386,747 | 467.15% | | Current portion of other long-term liabilities | 7,407,142 | – | 7,407,142 | N/A | | Other long-term liabilities | 2,116,353 | – | 2,116,353 | N/A | | Total liabilities | 15,164,818 | 5,548,226 | 9,618,522 | 173.37% | | EQUITY | | | | | | Share capital | 146,845,506 | 102,256,065 | 44,589,441 | 43.61% | | Contributed surplus | 31,907,541 | 17,110,478 | 14,797,063 | 86.48% | | Deficit | (107,805,303) | (82,358,377) | (25,446,926) | 30.90% | | Total equity | 70,947,744 | 37,008,166 | 33,939,578 | 91.71% | - The Company recognized a new Mining Concession Asset of $10,013,929 as of June 30, 2025, which was zero at December 31, 2024. This is a significant addition to non-current assets[4] - Total liabilities increased by 173.37% from $5,548,226 at December 31, 2024, to $15,164,818 at June 30, 2025, primarily due to the recognition of a provision for environmental remediation and other long-term liabilities related to the mining concession acquisition[4] Interim Condensed Consolidated Statement of Operations and Comprehensive Loss For the six months ended June 30, 2025, the Company reported a significantly higher net loss compared to the same period in 2024, primarily driven by increased exploration and evaluation expenses and a substantial revaluation loss on warrants liability. Finance income partially offset these losses | Metric | For the three months ended June 30, 2025 ($) | For the three months ended June 30, 2024 ($) | For the six months ended June 30, 2025 ($) | For the six months ended June 30, 2024 ($) | | :------------------------------------ | :------------------------------------------- | :------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Exploration and evaluation expenses | (7,433,113) | (5,181,251) | (12,291,882) | (9,019,771) | | General and administration expenses | (2,236,131) | (1,222,105) | (4,134,425) | (2,425,283) | | Revaluation of warrants liability | – | 94,691 | (10,564,474) | 466,205 | | Foreign exchange gain (loss) | 531,002 | (282,152) | 633,141 | (461,787) | | Interest income | 701,763 | 295,166 | 1,079,543 | 512,552 | | Finance costs | (83,572) | (36,349) | (169,887) | (129,153) | | Net loss and comprehensive loss | (8,518,993) | (6,331,921) | (25,446,926) | (11,057,158) | | Basic and diluted loss per common share | (0.11) | (0.09) | (0.31) | (0.17) | - Net loss for the six months ended June 30, 2025, significantly increased to $25,446,926, up 130.14% from $11,057,158 in the prior year, primarily due to a $10,564,474 revaluation loss on warrants liability in 2025 compared to a $466,205 gain in 2024[6] - Exploration and evaluation expenses rose by 36.28% to $12,291,882 for the six months ended June 30, 2025, from $9,019,771 in the same period of 2024, reflecting increased activity[6] - Basic and diluted loss per common share increased to $0.31 for the six months ended June 30, 2025, from $0.17 in the prior year, reflecting the higher net loss and increased weighted average common shares outstanding[6] Interim Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Company experienced a net cash outflow from operating activities, but this was significantly offset by substantial cash inflows from financing activities, primarily from share and warrant exercises, leading to a strong increase in cash and cash equivalents | Cash Flow Activity | For the six months ended June 30, 2025 ($) | For the six months ended June 30, 2024 ($) | Change ($) | % Change | | :------------------------------------ | :------------------------------------------- | :------------------------------------------- | :--------- | :------- | | Net loss | (25,446,926) | (11,057,158) | (14,389,768) | 130.14% | | Cash flows from (used in) operating activities | (13,015,016) | (10,597,286) | (2,417,730) | 22.82% | | Cash flows from (used in) financing activities | 44,266,124 | 18,041,924 | 26,224,200 | 145.35% | | Cash flows from (used in) investing activities | (132,079) | (66,649) | (65,430) | 98.17% | | Net change in cash and cash equivalents | 31,119,029 | 7,377,989 | 23,741,040 | 321.78% | | Cash and cash equivalents, end of period | 70,581,382 | 21,135,511 | 49,445,871 | 233.94% | - Cash proceeds from issuance of shares increased by 161.09% to $36,357,305 for the six months ended June 30, 2025, from $13,925,729 in the prior year, significantly boosting financing activities[8] - Cash proceeds from warrant exercises also saw a substantial increase of 80.55% to $7,857,044 in 2025, compared to $4,351,656 in 2024[8] Interim Condensed Consolidated Statement of Changes in Equity The Company's total equity significantly increased for the six months ended June 30, 2025, primarily driven by substantial share issuances and warrant exercises, despite a considerable net loss for the period | Metric | Balance January 1, 2025 ($) | Issuance of shares – Offering March 2025 ($) | Exercise of warrants ($) | Exercise of options ($) | Share-based compensation ($) | Net loss for the period ($) | Balance June 30, 2025 ($) | | :-------------------------- | :-------------------------- | :------------------------------------------- | :----------------------- | :---------------------- | :--------------------------- | :-------------------------- | :-------------------------- | | Share capital | 102,256,065 | 36,357,305 | 7,857,044 | 547,979 | – | – | 146,845,506 | | Contributed surplus | 17,110,478 | – | 13,727,590 | – | 1,069,473 | – | 31,907,541 | | Deficit | (82,358,377) | – | – | – | – | (25,446,926) | (107,805,303) | | Total | 37,008,166 | 36,357,305 | 21,584,634 | 547,979 | 1,069,473 | (25,446,926) | 70,947,744 | - Share capital increased by $44,589,441 from January 1, 2025, to June 30, 2025, primarily due to the issuance of shares from the March 2025 Offering ($36,357,305) and the exercise of warrants ($7,857,044)[9] - Contributed surplus increased by $14,797,063, largely from the exercise of warrants ($13,727,590) and share-based compensation ($1,069,473)[9] - Despite a net loss of $25,446,926 for the period, total equity nearly doubled from $37,008,166 at January 1, 2025, to $70,947,744 at June 30, 2025, reflecting strong capital raising activities[9] Notes to the Interim Condensed Consolidated Financial Statements 1. Nature of Operations Collective Mining Ltd. is engaged in mineral property acquisition, exploration, and development in Colombia. The Company's shares trade on the TSX and NYSE American LLC, but it has not yet generated revenue from mining operations, remaining in the exploration stage - Collective Mining Ltd. (CML) and its subsidiaries are primarily focused on the acquisition, exploration, and development of mineral properties in Colombia[12] - The Company's common shares trade on the Toronto Stock Exchange (TSX) under 'CNL' and on the NYSE American LLC under 'CNL' as of July 17, 2024[13] - To date, the Company has not generated any revenue from mining or other operations, as it is currently in the exploration stage[14] 2. Basis of Preparation The interim financial statements are prepared in accordance with IFRS Accounting Standards, specifically IAS 34, and are consistent with the most recent audited annual financial statements. Key accounting policy expansions include the capitalization of mining concession acquisition costs and the recognition of environmental remediation provisions - The interim consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS Accounting Standards) applicable to interim financial reporting, including IAS 34[15] - The Company expanded its accounting policy for exploration and evaluation expenditures to capitalize the cost of acquiring mining concessions as mining concession assets, where directly associated with a specific area of interest and meeting asset recognition criteria[17] - A new accounting policy includes provisions for environmental remediation assumed in connection with mining concession acquisitions, recognized when a present obligation exists, settlement is probable, and the amount can be reliably estimated[18] - Management exercises significant judgment in recognizing the mining concession asset and corresponding liability, based on a legally binding agreement and effective transfer of control, despite pending regulatory approval and future cash settlement[19] 3. New Accounting Standards The Company is assessing the potential impact of IFRS 18, 'Presentation and Disclosure in Financial Statements,' which is effective January 1, 2027. This new standard will significantly change the presentation of primary financial statements, requiring separate categories for operating, investing, and financing activities, and new disclosure requirements for management-defined performance measures - IFRS 18, 'Presentation and Disclosure in Financial Statements,' issued in April 2024, is expected to have a substantive impact on financial statements, including changes to the income statement structure and disclosure requirements[22] - The standard, effective for annual reporting periods beginning on or after January 1, 2027, will require companies to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals[22] - Management-defined performance measures will also need to be explained and included in a separate note within the consolidated financial statements[22] 4. Receivables and Prepaid Expenses Receivables and prepaid expenses increased by 43.70% to $982,435 as of June 30, 2025, compared to December 31, 2024, primarily driven by higher prepaid expenses and advances to suppliers | Category | June 30, 2025 ($) | December 31, 2024 ($) | Change ($) | % Change | | :------------------ | :------------------ | :-------------------- | :--------- | :------- | | Prepaid expenses | 661,145 | 517,442 | 143,703 | 27.77% | | Advance to suppliers | 269,834 | 72,082 | 197,752 | 274.35% | | Other receivables | 51,456 | 94,131 | (42,675) | -45.33% | | Total | 982,435 | 683,655 | 298,780 | 43.70% | - Advances to suppliers saw a significant increase of 274.35% from $72,082 to $269,834[25] 5. Mining Concession Asset As of June 30, 2025, the Company recognized a new mining concession asset of $10,013,929, primarily from the exercise of the First Guayabales Option. This includes the original acquisition cost, adjusted for fair value, and a provision for environmental remediation | Component | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------------------------ | :------------------ | :-------------------- | | Opening balance | – | – | | Addition: Original acquisition cost – First Guayabales Option | 9,833,334 | – | | Addition: Environmental remediation | 490,434 | – | | Fair value adjustment – First Guayabales Option | (309,839) | – | | Total Mining concession asset | 10,013,929 | – | - On June 23, 2025, the Company exercised its option to acquire the mining concession contract under the First Guayabales Option, expediting full ownership and eliminating the option to terminate the agreement[28][45] - The acquisition cost of the mining concession contract includes a $490,434 provision for environmental remediation related to past activities in the concession area, specifically for two tailings ponds and a waste dump[31][32] 6. Property, Plant and Equipment The net book value of property, plant and equipment increased significantly to $1,562,263 as of June 30, 2025, from $680,062 at January 1, 2025, primarily due to substantial additions, particularly in right-of-use assets | Category | Net book value, June 30, 2025 ($) | Net book value, January 1, 2025 ($) | Change ($) | % Change | | :-------------------- | :-------------------------------- | :---------------------------------- | :--------- | :------- | | Land and Buildings | 57,086 | 58,749 | (1,663) | -2.83% | | Exploration Equipment and structures | 382,493 | 343,704 | 38,789 | 11.29% | | Computer Equipment | 16,218 | 34,123 | (17,905) | -52.47% | | Leasehold Improvement | 67,768 | 96,971 | (29,203) | -30.12% | | Right of use assets | 1,038,698 | 146,515 | 892,183 | 608.94% | | Total | 1,562,263 | 680,062 | 882,201 | 129.73% | - Additions to property, plant and equipment totaled $1,406,077 for the six months ended June 30, 2025, with right-of-use assets accounting for $1,273,998 of this amount[34] - Depreciation expense for the six months ended June 30, 2025, was $376,036, significantly higher than $158,864 for the same period in 2024, reflecting increased asset base[36] 7. Mineral Interests The Company holds mineral interests primarily through the Guayabales and San Antonio projects in Colombia. Significant developments include the acceleration of the First Guayabales Option to acquire 100% ownership, leading to the recognition of a mining concession asset and related liabilities. The Company continues to incur substantial exploration and evaluation expenses across its projects and surface rights agreements - On June 23, 2025, the Company accelerated the terms of the First Guayabales Option agreement, leading to the transfer of 100% of the mining concession contract into its name, with the transfer expected within 60 days[38][45] - The accelerated First Guayabales Option resulted in the recognition of a $9,833,334 original acquisition cost and a $490,434 provision for environmental remediation, totaling a $10,013,929 mining concession asset[46][47] - For the six months ended June 30, 2025, exploration and evaluation expenses for the First Guayabales Option were $9,385,306, a significant increase from $4,475,233 in the prior year[49] - The Company has made total option payments of $1,750,000 for the Second Guayabales Option as of June 30, 2025, and $580,000 for the San Antonio Project[56][66] - For the six months ended June 30, 2025, exploration and evaluation expenses for the San Antonio Project increased substantially to $1,719,915 from $142,577 in the prior year[65] 7. (a) Guayabales Project The Guayabales Project involves multiple option agreements for mineral and surface rights. The First Guayabales Option was accelerated, leading to full ownership and the recognition of a mining concession asset and related long-term liabilities. The Company continues to incur significant exploration expenditures and option payments for the Second Guayabales Option and various surface rights agreements - The Company exercised the First Guayabales Option on June 23, 2025, accelerating the acquisition of 100% of the mining concession contract and removing the termination option[28][45] - The total consideration for the First Guayabales Option, valued at $9,833,334 (present value of $9,523,495), is now recognized as a mining concession asset and a corresponding financial liability, including a $490,434 provision for environmental remediation[46][47] - For the six months ended June 30, 2025, exploration and evaluation expenses for the First Guayabales Option were $9,385,306, and total option payments made from inception reached $2,166,666[49][50] - The Second Guayabales Option requires total payments of $7,050,000 over three phases, with $1,750,000 in option payments made as of June 30, 2025[54][56] - The Company has entered into multiple surface rights agreements, with total option payments of $1,875,000 for the October 2023 agreements and $260,953 for the May 2024 agreements as of June 30, 2025[58][61] 7. (b) San Antonio Project The San Antonio Project is under an option agreement expiring in July 2027, requiring total payments of $2,500,000, with an additional $2,500,000 option to acquire the NSR. Exploration and evaluation expenses for this project significantly increased for the six months ended June 30, 2025 - The San Antonio Project option agreement, entered on July 9, 2020, provides the Company the right to explore, develop, and acquire the property over a seven-year term, expiring July 9, 2027, for total payments of $2,500,000[62][63] - An additional $2,500,000 payment can be made upon reaching commercial production to acquire the 1.5% Net Smelter Return (NSR)[63] - For the six months ended June 30, 2025, exploration and evaluation expenses for the San Antonio Project were $1,719,915, a substantial increase from $142,577 in the same period of 2024[65] - As of June 30, 2025, total option payments made for the San Antonio Project from inception amounted to $580,000[66] 8. Long-Term VAT Receivable The Company's long-term VAT receivable increased by 28.78% to $2,912,553 as of June 30, 2025, from $2,261,717 at December 31, 2024, reflecting additional VAT related to local purchases and services for exploration activities | Category | June 30, 2025 ($) | December 31, 2024 ($) | Change ($) | % Change | | :-------------------------------- | :------------------ | :-------------------- | :--------- | :------- | | Opening balance | 2,261,717 | 1,799,497 | 462,220 | 25.69% | | VAT related to local purchases and services | 650,836 | 462,220 | 188,616 | 40.81% | | Balance, end of period | 2,912,553 | 2,261,717 | 650,836 | 28.78% | | Long-term portion | 2,912,553 | 2,261,717 | 650,836 | 28.78% | - The VAT receivable is classified as long-term, as it will be recovered when the related project commences production, subject to local regulations[67] 9. Provision for Environmental Remediation A new provision for environmental remediation of $490,434 was recognized as of June 30, 2025, as part of the mining concession asset acquisition. This provision covers the treatment and closure of two tailings ponds and a waste dump from past activities, and management is evaluating potential additional costs | Category | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------------------ | :------------------ | :-------------------- | | Opening balance | – | – | | Environmental remediation – First Guayabales Option | 490,434 | – | | Balance, end of period | 490,434 | – | - The $490,434 provision specifically covers the treatment and closure of two small tailings ponds and a waste dump, arising from past activities in the concession area prior to the Company's acquisition[69] - This provision has been capitalized as part of the costs directly attributable to the acquisition of the mining concession asset[70] - Management is continuing to evaluate regulatory, environmental, and legal requirements, including potential additional costs for decommissioning and reclamation related to a small-scale mining operation within the property boundaries[71] 10. Warrants Liability The warrants liability balance was reduced to zero as of June 30, 2025, from $3,163,115 at December 31, 2024, due to the exercise of all outstanding warrants. This resulted in a significant revaluation loss for the six months ended June 30, 2025 | Metric | Six-month period ended June 30, 2025 ($) | Year ended December 31, 2024 ($) | | :------------------------------------ | :--------------------------------------- | :------------------------------- | | Opening balance | 3,163,115 | 1,638,808 | | Warrants exercised | (13,727,589) | (1,784,361) | | Fair value revaluation of warrants liability | 10,564,474 | 2,115,036 | | Balance, end of period | – | 3,163,115 | - All 2,250,000 Warrants from the March 2024 Offering were exercised on March 20, 2025, generating total proceeds of $7,857,044 (C$11,272,500)[80] - For the six months ended June 30, 2025, the Company recognized a derivative loss of $10,564,474 from the revaluation of warrants, a significant change from a gain of $611,760 in the prior year[79] - The warrants were classified as derivative financial liabilities because they were denominated in Canadian dollars while the Company's functional currency is the US dollar[75][79] 11. Lease Liabilities Lease liabilities significantly increased to $1,179,909 as of June 30, 2025, from $155,527 at December 31, 2024, primarily due to new leases entered during the period. The Company recognized substantial interest accretion expense and lease payments | Category | June 30, 2025 ($) | December 31, 2024 ($) | Change ($) | % Change | | :------------------------ | :------------------ | :-------------------- | :--------- | :------- | | Opening balance | 155,527 | 119,697 | 35,830 | 29.94% | | New leases during the period | 1,273,998 | 124,778 | 1,149,220 | 921.09% | | Termination of lease agreement | (155,527) | – | (155,527) | N/A | | Lease payments | (323,317) | (114,790) | (208,527) | 181.66% | | Interest accretion expense | 128,805 | 50,126 | 78,679 | 157.00% | | Foreign exchange | 100,423 | (24,284) | 124,707 | -513.53% | | Balance, end of period | 1,179,909 | 155,527 | 1,024,382 | 658.65% | | Current portion | (469,542) | (82,795) | (386,747) | 467.15% | | Long-term portion | 710,367 | 72,732 | 637,635 | 876.69% | - New leases totaling $1,273,998 were added during the period, representing a substantial increase from $124,778 in the prior year[81] - Interest accretion expense on lease liabilities increased by 157% to $128,805 for the six months ended June 30, 2025, from $50,126 in the prior year[81] - Lease payments recognized as lease expense within exploration and evaluation expenses for contracts with terms of 12 months or less were $281,844 for the six months ended June 30, 2025, up from $102,835 in the prior year[83] 12. Other Long-Term Liabilities A new other long-term liability of $9,523,495 was recognized as of June 30, 2025, stemming from the exercise of the First Guayabales Option. This represents the present value of the total consideration owed for the mining concession contract, with a significant portion classified as current | Category | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------------------------ | :------------------ | :-------------------- | | Opening balance | – | – | | Original acquisition cost – First Guayabales Option | 9,833,334 | – | | Fair value long-term liability | (309,839) | – | | Balance, end of period | 9,523,495 | – | | Current portion | (7,407,142) | – | | Long-term portion | 2,116,353 | – | - The financial liability of $9,523,495 represents the present value of the total consideration owing for the First Guayabales Option, discounted at 4.95% over 2025 to 2028[85] - A significant portion, $7,407,142, is classified as current, indicating expected payments within one year[84] 13. Related Party Transactions Compensation for key management personnel, including salaries, benefits, and share-based payments, increased by 85.24% to $1,041,030 for the six months ended June 30, 2025, compared to the same period in 2024 | Category | For the six months ended June 30, 2025 ($) | For the six months ended June 30, 2024 ($) | Change ($) | % Change | | :------------------------ | :--------------------------------------- | :--------------------------------------- | :--------- | :------- | | Management salaries and benefits | 465,554 | 390,000 | 75,554 | 19.37% | | Share-based payments | 575,476 | 171,993 | 403,483 | 234.59% | | Total | 1,041,030 | 561,993 | 479,037 | 85.24% | - Share-based payments to key management personnel saw a substantial increase of 234.59% to $575,476 in 2025 from $171,993 in 2024[88] 14. Financial Instruments The Company's financial liabilities significantly increased to $10,703,404 as of June 30, 2025, from $3,318,642 at December 31, 2024. This change is primarily due to the reclassification of warrants liability to zero (due to exercise) and the recognition of new lease and other long-term liabilities, all measured at amortized cost or fair value Level 2 | Financial Liabilities (As at June 30, 2025) | FVTPL ($) | FVOCI ($) | Amortized Cost ($) | Total ($) | | :---------------------------------------- | :-------- | :-------- | :----------------- | :-------- | | Warrants liability (level 2) | – | – | – | – | | Lease liabilities (level 2) | – | – | 1,179,909 | 1,179,909 | | Other long-term liabilities | – | – | 9,523,495 | 9,523,495 | | Total | – | – | 10,703,404 | 10,703,404 | | Financial Liabilities (As at December 31, 2024) | FVTPL ($) | FVOCI ($) | Amortized Cost ($) | Total ($) | | :---------------------------------------- | :-------- | :-------- | :----------------- | :-------- | | Warrants liability (level 2) | 3,163,115 | – | – | 3,163,115 | | Lease liabilities (level 2) | – | – | 155,527 | 155,527 | | Total | 3,163,115 | – | 155,527 | 3,318,642 | - The carrying values for cash and cash equivalents, accounts payable and accrued liabilities, lease liabilities, and other long-term liabilities approximate their fair values[91] - There were no transfers between the fair value hierarchy levels during the three months ended June 30, 2025[92] 15. Financial and Capital Risk Management The Company manages financial risks including currency, credit, liquidity, and interest rate risks, with a focus on mitigating exposure through cash management and dealing with reputable financial institutions. Capital management relies on equity issuances, with a current base shelf prospectus allowing for up to C$200,000,000 in future issuances, of which C$159,750,000 remains available - The Company is exposed to foreign currency risk from balances denominated in Canadian dollars and Colombian pesos; a 10% strengthening/weakening against the U.S. dollar would impact net loss by $506,821 (CAD) and $619,448 (COP) respectively[96] - Liquidity risk is managed by evaluating cash position and forecasting requirements, but current cash is insufficient for continued exploration, mine building, and future option obligations, necessitating further financing[99] - The Company relies on equity issuances for capital, with a current base shelf prospectus allowing for up to C$200,000,000, of which C$159,750,000 remains as of August 12, 2025[103][104] 15. (a) Financial Risk Management The Company faces foreign currency risk due to operations in Canadian dollars and Colombian pesos, credit risk primarily from cash and receivables managed by dealing with highly-rated financial institutions, and liquidity risk, which is significant given current cash levels are insufficient for long-term obligations without further financing. Interest rate risk on cash balances is minimal - The Company's functional currency is the U.S. dollar, but it conducts activities in Canadian dollars and Colombian pesos, exposing it to foreign exchange gains and losses[94] - As of June 30, 2025, a 10% fluctuation in CAD or COP against the U.S. dollar would result in an increase/reduction in net loss of $506,821 (CAD) and $619,448 (COP) respectively[96] - Credit risk is managed by holding cash and cash equivalents with financial institutions rated 'BBB-' or higher and by minimal concentration of credit risk on receivables[97] - The Company's cash balance of $70,581,382 as of June 30, 2025, is not sufficient to fund continued exploration, mine construction, and all future option obligations, highlighting significant liquidity risk[99] 15. (b) Capital Management The Company manages its capital to ensure going concern status for mineral exploration and evaluation, primarily through equity issuances. A new base shelf prospectus filed in December 2023 allows for up to C$200,000,000 in capital raises, with C$159,750,000 remaining available as of August 12, 2025 - The Company's capital structure includes equity components and cash and cash equivalents, with a primary reliance on equity issuances to raise new capital[101] - A new short form base shelf prospectus, effective until January 2026, allows the Company to issue various securities for up to an aggregate total of C$200,000,000[103] - As of August 12, 2025, C$159,750,000 remains available under the current base shelf prospectus[104] - The Company monitors actual expenditures against annual estimates for exploration and administration to ensure sufficient capital for ongoing obligations[104] 16. Share Capital The Company's authorized share capital consists of an unlimited number of common shares without par value. During the six months ended June 30, 2025, the Company issued 7,251,818 common shares through a private placement, stock option exercises, and warrant exercises, significantly increasing its outstanding shares - Authorized share capital consists of an unlimited number of common shares without par value, and no dividends have been paid or declared since inception[107] - For the six months ended June 30, 2025, the Company issued 4,741,984 common shares from a private placement, 259,834 from stock option exercises, and 2,250,000 from warrant exercises[112] - The March 2025 private placement generated $36,357,304 (C$52,161,824) in proceeds, with issue costs of $172,887 recognized as a reduction in share capital[112] 17. Earnings per Share The basic net loss per common share increased to $0.31 for the six months ended June 30, 2025, from $0.17 in the prior year, reflecting a higher net loss and an increased weighted average number of common shares outstanding. Diluted loss per share is the same as basic due to the anti-dilutive effect of outstanding options and warrants | Metric | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :------------------------------------ | :------------------------------------- | :------------------------------------- | | Net loss | $(25,446,926) | $(11,057,158) | | Weighted average number of common shares outstanding | 81,819,848 | 66,479,549 | | Basic net loss per common share | $ (0.31) | $ (0.17) | - The weighted average number of common shares outstanding increased by 23.07% to 81,819,848 in 2025 from 66,479,549 in 2024[110] - All outstanding stock options and share warrants were excluded from the calculation of diluted loss per share because their effect would be anti-dilutive due to the net loss incurred[111] 18. Share-Based Payments The Company granted 900,000 stock options during the six months ended June 30, 2025, increasing total outstanding options to 5,024,966. Share-based compensation expense recognized for the period significantly increased, and a substantial unamortized portion remains to be recognized in future periods | Metric | 2025 (Number of stock options) | 2025 (Weighted average exercise price C$) | 2024 (Number of stock options) | 2024 (Weighted average exercise price C$) | | :-------------------------- | :----------------------------- | :--------------------------------------- | :----------------------------- | :--------------------------------------- | | Outstanding, beginning of period | 4,434,800 | 4.07 | 4,177,217 | 3.10 | | Granted | 900,000 | 13.54 | – | – | | Exercised | (259,834) | (3.03) | (654,817) | (1.23) | | Forfeited | (50,000) | (4.12) | – | – | | Outstanding, June 30 | 5,024,966 | 5.82 | 3,522,400 | 3.45 | - The Company granted 900,000 stock options with a weighted average exercise price of C$13.54 and a grant date fair value of $8.34 per share during the six months ended June 30, 2025[115][117] - Share-based compensation expense recognized for the six months ended June 30, 2025, was $1,069,474, an increase of 55.14% from $689,360 in the prior year[117] - As of June 30, 2025, the unamortized portion of share-based expenses is $4,158,348, which will be recognized in future periods[116] 19. Expenses by Nature The Company's expenses by nature show significant increases across exploration and evaluation, general and administration, and finance costs for the six months ended June 30, 2025, compared to the prior year. Drilling services and share-based compensation were major contributors to the increases in their respective categories - Total exploration and evaluation expenses increased by 36.28% to $12,291,882 for the six months ended June 30, 2025, from $9,019,771 in the prior year[118] - Total general and administration expenses increased by 70.47% to $4,134,425 for the six months ended June 30, 2025, from $2,425,283 in the prior year[119] - Total finance costs increased by 31.54% to $169,887 for the six months ended June 30, 2025, from $129,153 in the prior year[120] 19. (a) Exploration and Evaluation Expenses Exploration and evaluation expenses significantly increased for the six months ended June 30, 2025, primarily driven by higher drilling services, salaries and benefits, and community expenses, reflecting intensified exploration activities | Category | Six months ended June 30, 2025 ($) | Six months ended June 30, 2024 ($) | Change ($) | % Change | | :-------------------------- | :--------------------------------- | :--------------------------------- | :--------- | :------- | | Drilling services | 5,241,694 | 3,040,470 | 2,201,224 | 72.39% | | Option payments and fees | 1,279,210 | 1,223,463 | 55,747 | 4.56% | | Salaries and benefits | 1,467,149 | 1,105,431 | 361,718 | 32.72% | | Assaying | 1,065,381 | 1,031,962 | 33,419 | 3.24% | | Field costs, surveys and other | 955,013 | 864,563 | 90,450 | 10.46% | | Transportation and meals | 641,438 | 490,037 | 151,401 | 30.90% | | Community expenses | 345,945 | 148,811 | 197,134 | 132.47% | | Depreciation and amortization | 352,382 | 137,877 | 214,505 | 155.58% | | Total | 12,291,882 | 9,019,771 | 3,272,111 | 36.28% | - Drilling services expenses increased by 72.39% to $5,241,694 for the six months ended June 30, 2025, from $3,040,470 in the prior year, indicating a significant ramp-up in exploration activities[118] - Community expenses more than doubled, increasing by 132.47% to $345,945, reflecting increased engagement in local communities[118] 19. (b) General and Administration Expenses General and administration expenses rose substantially for the six months ended June 30, 2025, primarily due to a significant increase in share-based compensation, salaries and benefits, and consulting and professional fees | Category | Six months ended June 30, 2025 ($) | Six months ended June 30, 2024 ($) | Change ($) | % Change | | :-------------------------- | :--------------------------------- | :--------------------------------- | :--------- | :------- | | Share-based compensation | 1,069,474 | 689,360 | 380,114 | 55.14% | | Salaries and benefits | 1,251,597 | 775,163 | 476,434 | 61.46% | | Consulting and professional fees | 741,028 | 216,402 | 524,626 | 242.43% | | Office administration | 299,751 | 174,750 | 125,001 | 71.53% | | Regulatory and compliance fees | 256,651 | 142,533 | 114,118 | 80.07% | | Total | 4,134,425 | 2,425,283 | 1,709,142 | 70.47% | - Consulting and professional fees experienced a significant increase of 242.43% to $741,028 for the six months ended June 30, 2025, from $216,402 in the prior year[119] - Share-based compensation increased by 55.14% to $1,069,474, and salaries and benefits rose by 61.46% to $1,251,597[119] 19. (c) Finance Costs Finance costs increased for the six months ended June 30, 2025, primarily due to a substantial rise in interest accretion expense related to lease liabilities, partially offset by the absence of finance issue expense from the prior year | Category | Six months ended June 30, 2025 ($) | Six months ended June 30, 2024 ($) | Change ($) | % Change | | :------------------------ | :--------------------------------- | :--------------------------------- | :--------- | :------- | | Finance issue expense | – | 65,849 | (65,849) | -100.00% | | Interest accretion expense | 128,805 | 26,549 | 102,256 | 385.16% | | Other finance expense | 41,082 | 36,755 | 4,327 | 11.77% | | Total | 169,887 | 129,153 | 40,734 | 31.54% | - Interest accretion expense increased significantly by 385.16% to $128,805 for the six months ended June 30, 2025, from $26,549 in the prior year, primarily due to lease liabilities[120] 20. Cash Flow Information Net changes in working capital items resulted in a cash inflow of $926,264 for the six months ended June 30, 2025, a positive reversal from a cash outflow of $476,332 in the prior year. This improvement was driven by a significant increase in accounts payables and accrued liabilities | Category | Six months ended June 30, 2025 ($) | Six months ended June 30, 2024 ($) | Change ($) | | :-------------------------------- | :--------------------------------- | :--------------------------------- | :--------- | | Receivables and prepaid expenses | (747,018) | (228,306) | (518,712) | | Accounts payables and accrued liabilities | 1,673,282 | (248,026) | 1,921,308 | | Net changes in working capital items | 926,264 | (476,332) | 1,402,596 | - Accounts payables and accrued liabilities contributed a cash inflow of $1,673,282 in 2025, a significant improvement from a cash outflow of $248,026 in 2024[121] - Receivables and prepaid expenses resulted in a higher cash outflow of $747,018 in 2025 compared to $228,306 in 2024[121] 21. Commitments, Option Agreements and Contingencies As of June 30, 2025, the Company has total contractual commitments of $4,858,815, primarily for service contracts (drilling) and lease commitments. Additionally, under the assumption of exercising all options, future payments for mineral option agreements total $12,288,329. The Company is also subject to environmental contingencies related to Colombian laws | Commitment Category | Total ($) | Less than 1 Year ($) | Years 2 – 5 ($) | After 5 Years ($) | | :-------------------- | :-------- | :------------------- | :-------------- | :---------------- | | Service contracts | 3,516,520 | 3,516,520 | – | – | | Other lease commitments | 1,342,295 | 631,928 | 710,367 | – | | Total Commitments | 4,858,815 | 4,148,448 | 710,367 | – | | Option Agreement Category | Total ($) | Less than 1 Year ($) | Years 2 – 5 ($) | After 5 Years ($) | | :-------------------------- | :-------- | :------------------- | :-------------- | :---------------- | | Second Guayabales Option | 5,300,000 | 250,000 | 2,900,000 | 2,150,000 | | San Antonio Option | 4,420,000 | 420,000 | 1,500,000 | 2,500,000 | | Other Option agreements | 2,568,329 | 999,900 | 1,568,429 | – | | Total Option Agreements | 12,288,329 | 1,669,900 | 5,968,429 | 4,650,000 | - The Company's exploration activities are subject to Colombian environmental laws and regulations, which may become more restrictive and require future expenditures not yet recognized in the financial statements[127] 22. Subsequent Events Subsequent to the quarter end, the Company made a payment of $4 million related to the amended First Guayabales Option agreement - Subsequent to June 30, 2025, the Company paid $4 million with respect to the amended First Guayabales Option[128]