Financial Statements and Reporting - The Corporation's audited consolidated financial statements for the years ended December 31, 2024 and 2023 are included in the Financial Statements[18]. - The Corporation's financial reporting adheres to IFRS Accounting Standards as issued by the International Accounting Standards Board[17]. - The Financial Statements present fairly the financial position of the Corporation on a consolidated basis and comply with IFRS[59]. - The Corporation has no off-balance sheet transactions or undisclosed liabilities that would have a Material Adverse Effect[61][62]. - The Corporation's Auditor is independent and there have been no reportable events in the last three years[63]. - The Corporation maintains a system of internal control over financial reporting that complies with NI 52-109 and applicable U.S. Securities Laws[64]. - There have been no changes in the Corporation's internal control over financial reporting that materially affect its reliability since the last audited financial statements[65]. - All tax returns and payments required by law have been filed or made, with no material adverse effects noted, and all taxes have been paid or accrued in the Financial Statements[87]. - The Corporation has not completed any significant acquisitions nor proposed any probable acquisitions that would require additional financial statements[89]. - The Corporation has not declared or paid any dividends in the previous 12 months, nor are there restrictions on declaring dividends[94]. Projects and Operations - The Guayabales Project is a mineral exploration project located in the Caldas department of Colombia, as detailed in the Guayabales Technical Report[17]. - The San Antonio Project is another mineral exploration project in the historical gold district of Caldas, Colombia, with a technical report effective as of December 31, 2020[20]. - The Corporation has all necessary rights, including surface rights and water rights, to conduct operations at the Guayabales Project[70]. - All required assessments for maintaining interest in the Guayabales Project have been completed, and the Corporation is in compliance with applicable laws[71]. - The Corporation has obtained all Required Permits necessary for its operations, which are valid and in full force[72]. - There are no known claims regarding native or indigenous rights affecting the Corporation's properties[73]. - The Corporation is in compliance with all Environmental Laws and has not received any notices of non-compliance[75]. - The Corporation maintains insurance coverage customary for its business, and all policies are in good standing[76]. - The Corporation and its Subsidiaries hold valid and marketable title to all Business Assets, free of Liens that materially affect their value[69]. Securities Offering and Underwriting - The Offering Documents consist of the Prospectus and the U.S. Private Placement Memorandum[19]. - The Corporation will prepare and file the Prospectus Supplement by 11:00 p.m. (Toronto time) on October 3, 2025[3.1]. - The Underwriters will use their reasonable best efforts to complete the distribution of the Offered Securities as promptly as possible[4.2]. - The Corporation will provide a "long form" comfort letter from its Auditor relating to the verification of financial and accounting information[5.1(c)]. - The Corporation will promptly notify the Underwriters of any material changes or facts that may affect the Offering Documents[6.1]. - The Corporation will cooperate with the Underwriters to maintain qualifications for the distribution of the Offered Securities under Canadian Securities Laws[34]. - The Underwriters will not solicit offers to purchase the Offered Securities in a manner that requires registration under U.S. Securities Laws[4.1]. - The Corporation will ensure that the Offered Securities are freely tradable in the Qualifying Jurisdictions[3.3]. - The Underwriters will provide the Corporation with information regarding proceeds realized from the distribution of the Offered Securities[4.2]. - The Corporation will prepare and file revised marketing materials as required under Canadian Securities Laws[4.6]. - The Underwriters will cease distribution of the Offered Securities upon receiving notification of any material change in the Offering Documents[4.3]. - The Corporation has 84,857,276 Common Shares issued and outstanding as of October 3, 2025[42]. - The Corporation is a reporting issuer in all provinces and territories of Canada except Québec and is not in default of any Canadian Securities Laws[48]. - The Corporation is eligible to file a short form prospectus in all Qualifying Jurisdictions under Canadian Securities Laws[90]. - The Corporation has complied with all relevant statutory and regulatory requirements prior to the Closing Time in connection with the Offering[91]. - The Corporation has not made any material loans to or guaranteed obligations of any person, except as disclosed in the Financial Statements[92]. - The Corporation is in compliance with the policies, rules, and regulations of the TSX and NYSE, with no actions taken that would result in delisting or suspension[101]. - The Corporation will have made all necessary consents and approvals required under Securities Laws prior to the Closing Time[108]. - The Underwriters will offer and sell the Offered Securities only in Qualifying Jurisdictions where they may lawfully be offered for sale[113]. - The Initial Shares and Over-Allotment Shares have been conditionally listed or approved for listing on the TSX and NYSE[121]. - The Underwriters will provide a breakdown of the number of Offered Securities distributed within 30 days after the Closing Date[116]. - The Over-Allotment Option may be exercised in whole or in part within 30 days following the Closing Date[129]. - The Corporation must comply with all covenants and obligations under the Agreement prior to the Closing Time[121]. - The Underwriters will receive a customary and favorable legal opinion regarding the offer and sale of the Initial Shares and Over-Allotment Shares in the United States[122]. - The Underwriters will not solicit offers to sell the Offered Securities in jurisdictions other than the Qualifying Jurisdictions[115]. - The Corporation will deliver evidence of approval for the listing of the Initial Shares and Over-Allotment Shares on the TSX and NYSE[126]. - The Underwriters will receive certificates from the Corporation's senior officers certifying compliance with the Agreement[125]. - The Corporation will make appropriate adjustments to the Offering Price and the number of Over-Allotment Shares if there are changes to its Common Shares during the Over-Allotment Option period[133]. - The Corporation agrees to indemnify the Underwriters and their affiliates against any losses, claims, or expenses incurred in relation to professional services rendered under this Agreement[135]. - Indemnification will not be available for losses determined by a court to have resulted solely from the Indemnified Party's gross negligence, fraud, or willful misconduct[136]. - The Corporation will undertake the investigation and defense of any claims against an Indemnified Party, including the payment of all expenses[137]. - The Corporation will contribute to the amount paid by Indemnified Parties if indemnification is unavailable or insufficient, reflecting the relative benefits and fault of the parties involved[138]. - The Non-Canadian Underwriter agrees to indemnify Indemnified Parties for claims based on misrepresentation in the Prospectus, up to the total public offering price of the Offered Securities[139]. - The Corporation and Underwriters will use commercially reasonable efforts to comply with the conditions of the Agreement[142]. - The Corporation will pay Underwriters a cash fee of 4.50% on gross proceeds from the sale of Initial Shares, and 2.25% for sales to President's List Purchasers, applicable to a maximum of $500,000 in gross proceeds[15]. - Underwriters' Expenses incurred by the Underwriters will be paid by the Corporation, including a maximum of $125,000 for counsel fees, regardless of whether the Offering is completed[15]. - The obligation of the Underwriters to purchase Offered Securities is several, with BMO Nesbitt Burns Inc. responsible for 36.50%, Scotia Capital Inc. for 31.00%, and other Underwriters for the remaining percentages[18]. - If a Refusing Underwriter does not complete the purchase of Offered Securities, the other Underwriters are obligated to purchase the Default Securities if they do not exceed 10% of the total[18]. - The Corporation is liable for all Underwriters' Expenses even if the Offering is not completed due to its own failure to comply with the Agreement[15]. - The Agreement may be terminated by Underwriters if there is any material change or undisclosed material fact that could significantly affect the market price of the Corporation's securities[17]. - The Corporation acknowledges that the Underwriters owe no fiduciary duties and have acted at arm's length in connection with the Offering[20]. - The Underwriters may engage in market stabilization activities to maintain the market price of the Common Shares as permitted by Canadian Securities Laws[20]. - The Corporation must reimburse Underwriters for all expenses if the Offering is not completed due to its own non-compliance[15]. - The Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein[20]. Compliance and Legal Matters - The Corporation has complied with Canadian Securities Laws regarding Employee Plans, ensuring all plans are maintained in accordance with applicable statutes and regulations[86]. - There are no pending legal proceedings that would have a Material Adverse Effect on the Corporation[80]. - The Corporation is a Foreign Issuer and has no Substantial U.S. Market Interest regarding the Offered Securities[182]. - The Corporation has not engaged in any Directed Selling Efforts and will not take actions that violate Regulation M under the U.S. Exchange Act[182]. - The Corporation will not offer or sell any securities in a manner that would integrate with the offer and sale of the Offered Securities within 30 days before or after the Offering[182]. - The Corporation is not an "investment company" as defined by the United States Investment Company Act of 1940[183]. - The Corporation will prepare and file any required forms or notices under the U.S. Securities Act in connection with the sale of the Offered Securities[184]. - The Corporation has not had the registration of a class of securities revoked by the SEC under Section 12(j) of the U.S. Exchange Act[184]. - The Underwriters acknowledge that the Offered Securities have not been registered under the U.S. Securities Act and may not be offered or sold in the U.S. except in exempt transactions[184]. - All offers and sales of Offered Securities in the U.S. will be made directly or through the Underwriter's U.S. Affiliate in compliance with applicable broker-dealer requirements[184]. - The Corporation will notify the Underwriters of any Disqualification Event relating to any Issuer Covered Person prior to the Closing Date[183]. - The Corporation will provide information to U.S. purchasers if it determines it is a "passive foreign investment company" during any calendar year following their purchase[183]. - The private placement of Offered Securities by Collective Mining Ltd. is conducted under the underwriting agreement dated October 3, 2025[188]. - Each offeree and purchaser of Offered Securities in the U.S. was provided with a copy of the U.S. Private Placement Memorandum prior to the sale[188]. - The U.S. Affiliate is a registered broker-dealer with the SEC and a member of FINRA, ensuring compliance with U.S. broker-dealer requirements[188]. - No General Solicitation or General Advertising was used in connection with the offer or sale of the Offered Securities in the U.S.[188]. - Each U.S. Purchaser executed a Subscription Agreement for U.S. Accredited Investors as part of the sale process[188]. - The offering of Offered Securities in the U.S. was conducted in accordance with the Underwriting Agreement, including Schedule A[190]. - None of the Dealer Covered Persons is subject to any Disqualification Event related to the Regulation D Securities offered[190]. - The Corporation and its U.S. Affiliate had reasonable grounds to believe that each offeree was a U.S. Accredited Investor or a Qualified Institutional Buyer[188]. - The Offered Securities are classified as "restricted securities" under Rule 144(a)(3) of the U.S. Securities Act[186]. - The Corporation will not engage in any actions that would violate Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities[190].
COLLECTIVE MINING LTD(CNL) - 2025 Q3 - Quarterly Report