PART I – FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=ITEM%201.%20Financial%20Statements) This section presents Cadiz Inc.'s unaudited condensed consolidated financial statements for Q2 and H1 2025, reporting a net loss of **$7.7 million** for Q2 and **$17.3 million** for H1, with notes on accounting policies and financial matters [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Cadiz Inc. reported **Q2 2025 revenues of $4.1 million** (up from **$0.5 million**) with a net loss of **$7.7 million**, while **H1 2025 revenues grew to $7.1 million** (from **$1.6 million**) with a net loss widening to **$17.3 million** | Metric ($ in thousands) | Q2 2025 | Q2 2024 | YoY Change | | :--- | :--- | :--- | :--- | | **Total revenues** | $4,126 | $513 | +704.3% | | Operating loss | $(5,777) | $(6,949) | +16.9% | | Net loss | $(7,730) | $(8,872) | +12.9% | | Net loss per common share | $(0.11) | $(0.15) | +26.7% | | Metric ($ in thousands) | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | **Total revenues** | $7,080 | $1,634 | +333.3% | | Operating loss | $(13,310) | $(11,857) | -12.3% | | Net loss | $(17,323) | $(15,722) | -10.2% | | Net loss per common share | $(0.25) | $(0.27) | +7.4% | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets increased to **$136.4 million** from **$134.5 million** at year-end 2024, with cash decreasing to **$13.2 million** and stockholders' equity rising to **$35.6 million** due to capital raising | Balance Sheet Item ($ in thousands) | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $13,205 | $17,292 | | Total current assets | $21,039 | $25,786 | | Total assets | $136,379 | $134,494 | | Long-term debt, net | $58,751 | $56,708 | | Total liabilities | $100,813 | $100,533 | | Total stockholders' equity | $35,566 | $33,961 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Cash%20Flows) Net cash used in operating activities significantly decreased to **$5.0 million** in H1 2025 from **$9.9 million** in H1 2024, while investing activities used **$10.8 million** and financing provided **$14.3 million** from stock issuance | Cash Flow Activity ($ in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(5,000) | $(9,936) | | Net cash used in investing activities | $(10,800) | $(467) | | Net cash provided by financing activities | $14,338 | $16,003 | | Net (decrease) increase in cash | $(1,462) | $5,600 | [Condensed Consolidated Statement of Stockholders' Equity](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Stockholders%27%20Equity) Stockholders' equity increased from **$34.0 million** to **$35.6 million** in H1 2025, driven by **$18.3 million** from a direct offering and stock-based compensation, offset by a **$17.3 million** net loss and **$2.6 million** in preferred dividends - In the first half of 2025, the company issued **5,715,000 shares** through a direct offering, resulting in net proceeds of **$18.3 million**[14](index=14&type=chunk) - The accumulated deficit increased from **$(676.1) million** at the end of 2024 to **$(675.4) million** as of June 30, 2025, after accounting for a net loss of **$17.3 million**, preferred dividends, and a reclassification of prior dividends from accumulated deficit to additional paid-in capital[14](index=14&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Unaudited%20Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies, liquidity, segment performance, debt, and stock compensation, highlighting the company's two segments and recent equity offerings to fund operations and development projects - The company incurred a net loss of **$17.3 million** for the six months ended June 30, 2025, and had working capital of **$9.4 million**; management believes it can continue as a going concern through potential equity placements, asset sales, or cost reductions[20](index=20&type=chunk)[27](index=27&type=chunk)[29](index=29&type=chunk) - In March 2025, the company raised approximately **$18.3 million** in net proceeds from a registered direct offering of **5,715,000 shares** of common stock[26](index=26&type=chunk) - The company operates in two reportable segments: Land and Water Resources, which is in a pre-revenue development phase, and Water Filtration Technology (ATEC), which provides the majority of current revenues[37](index=37&type=chunk) - In March 2024, the company entered into a Third Amended Credit Agreement with Heerema, providing a new **$20 million** senior secured convertible term loan and extending existing debt maturity to June 30, 2027[24](index=24&type=chunk)[48](index=48&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's water solutions business, highlighting significant revenue growth in the ATEC segment, which drove overall revenue increases despite a widening operating loss due to increased development costs and stock-based compensation, with ongoing reliance on debt and equity financing [Business Overview](index=25&type=section&id=Business%20Overview) Cadiz Inc. is a water solutions provider with substantial Southern California assets, focusing on developing its Mojave Groundwater Bank, securing **85%** of Northern Pipeline capacity, and establishing MWI to fund **$800 million** in construction costs with **$425 million** in potential equity - The company's asset portfolio includes **2.5 million acre-feet** of water supply, **1 million acre-feet** of groundwater storage, **220 miles** of existing pipeline, and rights for a new **43-mile** pipeline[100](index=100&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk) - In 2024, the company entered into agreements with water providers for the purchase of **21,275 AFY** of annual water supply, representing **85%** of the Northern Pipeline's full capacity[108](index=108&type=chunk) - The company is forming Mojave Water Infrastructure Company, LLC (MWI) to fund the approximately **$800 million** construction cost of the Mojave Groundwater Bank and has non-binding letters of intent for up to **$425 million** in equity capital[112](index=112&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) Q2 2025 revenues rose to **$4.1 million** (from **$0.5 million**) with a narrowed operating loss of **$5.8 million**, while H1 2025 revenues grew to **$7.1 million** (from **$1.6 million**), but operating loss increased to **$13.3 million** due to higher development and compensation costs | Segment Performance (in thousands) | Q2 2025 Revenue | Q2 2024 Revenue | Q2 2025 Operating (Loss)/Income | Q2 2024 Operating Loss | | :--- | :--- | :--- | :--- | :--- | | Land and Water Resources | $431 | $350 | $(6,227) | $(6,538) | | Water Filtration Technology | $3,695 | $163 | $450 | $(411) | | Segment Performance (in thousands) | H1 2025 Revenue | H1 2024 Revenue | H1 2025 Operating (Loss)/Income | H1 2024 Operating Loss | | :--- | :--- | :--- | :--- | :--- | | Land and Water Resources | $996 | $986 | $(13,853) | $(11,324) | | Water Filtration Technology | $6,084 | $648 | $543 | $(533) | - The increase in ATEC sales in H1 2025 is attributed to the shipment of **195 filters** compared to **37 filters** in H1 2024[126](index=126&type=chunk) - General and administrative expenses for H1 2025, excluding stock-based compensation, increased to **$11.7 million** from **$8.7 million** in H1 2024, due to higher legal, consulting, and marketing costs[128](index=128&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) The company relies on debt and equity financing, raising **$40.4 million** from two direct offerings for the Mojave Groundwater Bank, with cash used in operations decreasing to **$5.0 million** in H1 2025, while investing activities increased to **$10.8 million** - Completed a registered direct offering in November 2024 for net proceeds of approximately **$22.1 million**[132](index=132&type=chunk) - Completed a registered direct offering in March 2025 for net proceeds of approximately **$18.3 million**[133](index=133&type=chunk) - In March 2024, the company amended its credit agreement, securing a new **$20 million** convertible term loan and extending the maturity of existing debt to June 30, 2027[139](index=139&type=chunk) - Cash used in operating activities decreased to **$5.0 million** in H1 2025 from **$9.9 million** in H1 2024, driven by lower working capital needs at ATEC[144](index=144&type=chunk) [Outlook](index=34&type=section&id=Outlook) The company has sufficient short-term working capital from recent equity offerings and cash on hand, but requires additional long-term capital for the Mojave Groundwater Bank and other projects, potentially through equity, debt, or asset dispositions - The company has sufficient funds for short-term working capital needs following the March 2025 Direct Offering[147](index=147&type=chunk) - Long-term capital will be needed to finance the Mojave Groundwater Bank, with the timing dependent on MWI funding and reimbursement of development costs[148](index=148&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=35&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Cadiz Inc. is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[152](index=152&type=chunk) [Controls and Procedures](index=35&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the last fiscal quarter - The Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[153](index=153&type=chunk) - No material changes to the company's internal control over financial reporting were identified during the last fiscal quarter[154](index=154&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=37&type=section&id=ITEM%201.%20Legal%20Proceedings) No material changes to legal proceedings have occurred since the Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to legal proceedings have occurred since the last annual report[157](index=157&type=chunk) [Risk Factors](index=37&type=section&id=ITEM%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to risk factors have occurred since the last annual report[158](index=158&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This item is not applicable for the current reporting period - Not applicable[159](index=159&type=chunk) [Other Information](index=37&type=section&id=ITEM%205.%20Other%20Information) The company reported no Form 8-K information or nomination process modifications, and no director or officer adopted or terminated a Rule 10b5-1 trading arrangement during H1 2025 - During the six months ended June 30, 2025, no director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement[162](index=162&type=chunk) [Exhibits](index=38&type=section&id=ITEM%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including CEO and CFO certifications under Sarbanes-Oxley and Inline XBRL financial data files - The report includes certifications from the CEO and CFO as required by Sections 302 and 906 of the Sarbanes-Oxley Act[166](index=166&type=chunk) - Inline XBRL documents are filed concurrently with the report[164](index=164&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41355 Sharps Technology, Inc. (Exact name of registrant as specified in its charter) State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.) ...

[Business and Operational Highlights](index=1&type=section&id=Business%20and%20Operational%20Highlights) Biofrontera Inc. achieved double-digit revenue growth in H1 2025, driven by strategic restructuring, IP acquisition, and clinical trial advancements Revenue Performance | Period | Revenue | YoY Growth | | :--- | :--- | :--- | | Q2 2025 | $9.0 million | 15% | | H1 2025 | $17.7 million | 12% | - Cash and cash equivalents increased to **$7.2 million** as of June 30, 2025, from **$5.9 million** at the end of 2024[3](index=3&type=chunk) - A major restructuring with Biofrontera AG was agreed upon, including the acquisition of U.S. IP and NDAs, supported by an additional **$11 million** in funding[3](index=3&type=chunk) - A new U.S. patent was granted for a revised Ameluz® formulation, extending patent protection through **December 2043**[3](index=3&type=chunk) - Significant progress was made in clinical trials, including completing patient follow-up in a Phase 3 sBCC study and completing enrollment in Phase 3 and Phase 2b studies for AK and acne, respectively[3](index=3&type=chunk) [Strategic Restructuring with Biofrontera AG](index=2&type=section&id=Strategic%20Restructuring%20with%20Biofrontera%20AG) Biofrontera Inc. acquired all U.S. rights for Ameluz® and RhodoLED® from Biofrontera AG, shifting to a royalty model to enhance profitability - The company is acquiring all U.S. rights, approvals, patents, IP, NDA, and manufacturing capabilities for Ameluz® and RhodoLED® lamps from Biofrontera AG[4](index=4&type=chunk) Agreement Payment Structure Comparison | Agreement Term | Old Model (Transfer Pricing) | New Model (Royalty) | | :--- | :--- | :--- | | **Payment Structure** | 25% to 35% of net sales price per tube | 12% of revenue (if <$65M/yr) or 15% of revenue (if >$65M/yr) | - The restructuring and operational improvements are supported by a secured **$11 million** investment, positioning the company for future growth[4](index=4&type=chunk) [Financial Performance](index=2&type=section&id=Financial%20Performance) Revenue increased in Q2 and H1 2025 due to Ameluz® sales, but rising legal costs impacted net loss and Adjusted EBITDA [Second Quarter 2025 Financial Results](index=2&type=section&id=Second%20Quarter%202025%20Financial%20Results) Q2 2025 revenues grew 15% to $9.0 million, but increased legal costs and warrant fair value changes led to a widened net loss of $5.3 million Q2 2025 Revenue Performance | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | **Total Revenues** | $9.0 million | $7.8 million | +15% | | **Ameluz® Sales Volume** | - | - | +9.5% | Q2 2025 Operating Expenses | Expense Category | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | **Total Operating Expenses** | $14.1 million | $12.9 million | +9.3% | | **Cost of Revenues** | $2.6 million | $4.3 million | -41.8% | | **SG&A Expenses** | $10.5 million | $7.9 million | +32.9% | Q2 2025 Net Loss and Adjusted EBITDA | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | **Net Loss** | $5.3 million | $0.3 million | | **Adjusted EBITDA** | ($5.1 million) | ($4.7 million) | [Six-Month 2025 Financial Results](index=3&type=section&id=Six-Month%202025%20Financial%20Results) H1 2025 revenues rose 12% to $17.6 million, with legal expense increases largely offset by reduced cost of revenues, resulting in flat Adjusted EBITDA H1 2025 Revenue Performance | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | **Total Revenues** | $17.6 million | $15.8 million | +12% | H1 2025 Operating Expenses | Expense Category | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | **Total Operating Expenses** | $27.2 million | $26.3 million | +3.4% | | **Cost of Revenues** | $5.5 million | $8.0 million | -31.3% | | **SG&A Expenses** | $19.2 million | $17.2 million | +11.6% | H1 2025 Adjusted EBITDA | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | **Adjusted EBITDA** | ($9.5 million) | ($9.3 million) | [Financial Statements](index=5&type=section&id=Financial%20Statements) Consolidated financial statements detail the company's financial position and performance, highlighting changes in cash, liabilities, and stockholders' deficit [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, cash increased to $7.2 million, total assets decreased, and total liabilities rose to $24.8 million, leading to a $4.7 million stockholders' deficit Condensed Consolidated Balance Sheets | Balance Sheet Item | June 30, 2025 (in thousands) | Dec 31, 2024 (in thousands) | | :--- | :--- | :--- | | **Cash and cash equivalents** | $7,239 | $5,905 | | **Total current assets** | $18,815 | $20,700 | | **Total assets** | $20,142 | $22,101 | | **Total current liabilities** | $19,687 | $12,021 | | **Total liabilities** | $24,810 | $17,668 | | **Total stockholders' (deficit) equity** | $(4,668) | $4,433 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For H1 2025, the company reported $17.6 million in revenue and a net loss of $9.5 million, or ($1.05) per share Condensed Consolidated Statements of Operations (Six Months Ended June 30) | Statement of Operations (Six Months Ended June 30) | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | **Total revenues, net** | $17,617 | $15,750 | | **Total operating expenses** | $27,246 | $26,288 | | **Loss from operations** | $(9,629) | $(10,538) | | **Net loss** | $(9,527) | $(10,694) | | **Loss per common share (Basic and diluted)** | $(1.05) | $(2.45) | [GAAP to Non-GAAP Reconciliation](index=7&type=section&id=GAAP%20to%20Non-GAAP%20Reconciliation) This section reconciles GAAP net loss to Adjusted EBITDA, showing a $(9,527) thousand net loss adjusted to $(9,520) thousand Adjusted EBITDA for H1 2025 GAAP to Non-GAAP Reconciliation (Six Months Ended June 30) | Reconciliation (Six Months Ended June 30) | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | **Net loss** | $(9,527) | $(10,694) | | **Adjustments (Interest, Tax, D&A, etc.)** | $2 | $1,386 | | **Adjusted EBITDA** | $(9,520) | $(9,308) | [Company Information and Forward-Looking Statements](index=4&type=section&id=Company%20Information%20and%20Forward-Looking%20Statements) Biofrontera Inc. is a U.S. biopharmaceutical company focused on dermatological PDT, with forward-looking statements subject to inherent risks and uncertainties - The company commercializes pharmaceutical products for dermatological conditions, with a focus on photodynamic therapy (PDT) and topical antibiotics for treating actinic keratoses[16](index=16&type=chunk) - The press release includes forward-looking statements concerning revenue guidance, business strategy, clinical trials, and market opportunities, which are subject to significant risks and uncertainties[17](index=17&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40677 PLUM ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 98-1581691 (State or other ju ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Cayman Islands 98-1581691 (State or other jurisdiction of incorporation or organization) 2021 Fillmore St., #2089, San Francisco, CA 94115 (Address of principa ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40677 PLUM ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 98-1581691 (State or other ju ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40677 PLUM ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 98-1581691 (State or other ju ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42391 Newbury Street II Acquisition Corp (Exact name of registrant as specified in its charter) | Cayman Islands | 98-1797287 | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42391 Newbury Street II Acquisition Corp (Exact name of registrant as specified in its charter) | Cayman Islands | 98-1797287 | ...

Unaudited Interim Condensed Consolidated Financial Statements [Interim Condensed Consolidated Statement of Financial Position](index=2&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) 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](index=4&type=chunk) - Total liabilities increased by **173.37%** from $5,548,226 at December 31, 2024, to **$15,164,818** at June 30, 2025, primarily due to the recognition of a provision for environmental remediation and other long-term liabilities related to the mining concession acquisition[4](index=4&type=chunk) [Interim Condensed Consolidated Statement of Operations and Comprehensive Loss](index=3&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Operations%20and%20Comprehensive%20Loss) For the six months ended June 30, 2025, the Company reported a significantly higher net loss compared to the same period in 2024, primarily driven by increased exploration and evaluation expenses and a substantial revaluation loss on warrants liability. Finance income partially offset these losses | Metric | For the three months ended June 30, 2025 ($) | 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](index=6&type=chunk) - 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](index=6&type=chunk) - Basic and diluted loss per common share increased to **$0.31** for the six months ended June 30, 2025, from $0.17 in the prior year, reflecting the higher net loss and increased weighted average common shares outstanding[6](index=6&type=chunk) [Interim Condensed Consolidated Statement of Cash Flows](index=4&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, the Company experienced a net cash outflow from operating activities, but this was significantly offset by substantial cash inflows from financing activities, primarily from share and warrant exercises, leading to a strong increase in cash and cash equivalents | Cash Flow Activity | For the six months ended June 30, 2025 ($) | 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](index=8&type=chunk) - Cash proceeds from warrant exercises also saw a substantial increase of **80.55%** to **$7,857,044** in 2025, compared to $4,351,656 in 2024[8](index=8&type=chunk) [Interim Condensed Consolidated Statement of Changes in Equity](index=5&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) The Company's total equity significantly increased for the six months ended June 30, 2025, primarily driven by substantial share issuances and warrant exercises, despite a considerable net loss for the period | Metric | Balance January 1, 2025 ($) | 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](index=9&type=chunk) - Contributed surplus increased by **$14,797,063**, largely from the exercise of warrants (**$13,727,590**) and share-based compensation (**$1,069,473**)[9](index=9&type=chunk) - 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](index=9&type=chunk) Notes to the Interim Condensed Consolidated Financial Statements [1. Nature of Operations](index=6&type=section&id=1.%20NATURE%20OF%20OPERATIONS) 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](index=12&type=chunk) - 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](index=13&type=chunk) - To date, the Company has not generated any revenue from mining or other operations, as it is currently in the exploration stage[14](index=14&type=chunk) [2. Basis of Preparation](index=6&type=section&id=2.%20BASIS%20OF%20PREPARATION) 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](index=15&type=chunk) - 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](index=17&type=chunk) - 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](index=18&type=chunk) - 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](index=19&type=chunk) [3. New Accounting Standards](index=7&type=section&id=3.%20NEW%20ACCOUNTING%20STANDARDS) 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](index=22&type=chunk) - 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](index=22&type=chunk) - Management-defined performance measures will also need to be explained and included in a separate note within the consolidated financial statements[22](index=22&type=chunk) [4. Receivables and Prepaid Expenses](index=9&type=section&id=4.%20RECEIVABLES%20AND%20PREPAID%20EXPENSES) 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](index=25&type=chunk) [5. Mining Concession Asset](index=9&type=section&id=5.%20MINING%20CONCESSION%20ASSET) 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](index=28&type=chunk)[45](index=45&type=chunk) - 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](index=31&type=chunk)[32](index=32&type=chunk) [6. Property, Plant and Equipment](index=11&type=section&id=6.%20PROPERTY,%20PLANT%20AND%20EQUIPMENT) 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](index=34&type=chunk) - 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](index=36&type=chunk) [7. Mineral Interests](index=12&type=section&id=7.%20MINERAL%20INTERESTS) 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](index=38&type=chunk)[45](index=45&type=chunk) - 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](index=46&type=chunk)[47](index=47&type=chunk) - 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](index=49&type=chunk) - 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](index=56&type=chunk)[66](index=66&type=chunk) - 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](index=65&type=chunk) [7. (a) Guayabales Project](index=12&type=section&id=7.%20(a)%20Guayabales%20Project) 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](index=28&type=chunk)[45](index=45&type=chunk) - 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](index=46&type=chunk)[47](index=47&type=chunk) - 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](index=49&type=chunk)[50](index=50&type=chunk) - 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](index=54&type=chunk)[56](index=56&type=chunk) - 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](index=58&type=chunk)[61](index=61&type=chunk) [7. (b) San Antonio Project](index=15&type=section&id=7.%20(b)%20San%20Antonio%20Project) 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](index=62&type=chunk)[63](index=63&type=chunk) - An additional **$2,500,000** payment can be made upon reaching commercial production to acquire the **1.5% Net Smelter Return (NSR)**[63](index=63&type=chunk) - 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](index=65&type=chunk) - As of June 30, 2025, total option payments made for the San Antonio Project from inception amounted to **$580,000**[66](index=66&type=chunk) [8. Long-Term VAT Receivable](index=16&type=section&id=8.%20LONG-TERM%20VAT%20RECEIVABLE) 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](index=67&type=chunk) [9. Provision for Environmental Remediation](index=16&type=section&id=9.%20PROVISION%20FOR%20ENVIRONMENTAL%20REMEDIATION) 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](index=69&type=chunk) - This provision has been capitalized as part of the costs directly attributable to the acquisition of the mining concession asset[70](index=70&type=chunk) - 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](index=71&type=chunk) [10. Warrants Liability](index=18&type=section&id=10.%20WARRANTS%20LIABILITY) 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](index=80&type=chunk) - 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](index=79&type=chunk) - 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](index=75&type=chunk)[79](index=79&type=chunk) [11. Lease Liabilities](index=19&type=section&id=11.%20LEASE%20LIABILITIES) 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](index=81&type=chunk) - 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](index=81&type=chunk) - 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](index=83&type=chunk) [12. Other Long-Term Liabilities](index=20&type=section&id=12.%20OTHER%20LONG-TERM%20LIABILITIES) 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](index=85&type=chunk) - A significant portion, **$7,407,142**, is classified as current, indicating expected payments within one year[84](index=84&type=chunk) [13. Related Party Transactions](index=20&type=section&id=13.%20RELATED%20PARTY%20TRANSACTIONS) 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](index=88&type=chunk) [14. Financial Instruments](index=21&type=section&id=14.%20FINANCIAL%20INSTRUMENTS) 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](index=91&type=chunk) - There were no transfers between the fair value hierarchy levels during the three months ended June 30, 2025[92](index=92&type=chunk) [15. Financial and Capital Risk Management](index=21&type=section&id=15.%20FINANCIAL%20AND%20CAPITAL%20RISK%20MANAGEMENT) 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](index=96&type=chunk) - 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](index=99&type=chunk) - 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](index=103&type=chunk)[104](index=104&type=chunk) [15. (a) Financial Risk Management](index=21&type=section&id=15.%20(a)%20Financial%20Risk%20Management) 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](index=94&type=chunk) - 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](index=96&type=chunk) - 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](index=97&type=chunk) - 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](index=99&type=chunk) [15. (b) Capital Management](index=23&type=section&id=15.%20(b)%20Capital%20Management) 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](index=101&type=chunk) - 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](index=103&type=chunk) - As of August 12, 2025, **C$159,750,000** remains available under the current base shelf prospectus[104](index=104&type=chunk) - The Company monitors actual expenditures against annual estimates for exploration and administration to ensure sufficient capital for ongoing obligations[104](index=104&type=chunk) [16. Share Capital](index=24&type=section&id=16.%20SHARE%20CAPITAL) 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](index=107&type=chunk) - 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](index=112&type=chunk) - 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](index=112&type=chunk) [17. Earnings per Share](index=24&type=section&id=17.%20Earnings%20per%20share) 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](index=110&type=chunk) - 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](index=111&type=chunk) [18. Share-Based Payments](index=25&type=section&id=18.%20SHARE%20BASED%20PAYMENTS) 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](index=115&type=chunk)[117](index=117&type=chunk) - 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](index=117&type=chunk) - As of June 30, 2025, the unamortized portion of share-based expenses is **$4,158,348**, which will be recognized in future periods[116](index=116&type=chunk) [19. Expenses by Nature](index=26&type=section&id=19.%20EXPENSES%20BY%20NATURE) 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](index=118&type=chunk) - 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](index=119&type=chunk) - Total finance costs increased by **31.54%** to **$169,887** for the six months ended June 30, 2025, from $129,153 in the prior year[120](index=120&type=chunk) [19. (a) Exploration and Evaluation Expenses](index=26&type=section&id=19.%20(a)%20Exploration%20and%20evaluation) Exploration and evaluation expenses significantly increased for the six months ended June 30, 2025, primarily driven by higher drilling services, salaries and benefits, and community expenses, reflecting intensified exploration activities | Category | Six months ended June 30, 2025 ($) | 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](index=118&type=chunk) - Community expenses more than doubled, increasing by **132.47%** to **$345,945**, reflecting increased engagement in local communities[118](index=118&type=chunk) [19. (b) General and Administration Expenses](index=27&type=section&id=19.%20(b)%20General%20and%20administration) General and administration expenses rose substantially for the six months ended June 30, 2025, primarily due to a significant increase in share-based compensation, salaries and benefits, and consulting and professional fees | Category | Six months ended June 30, 2025 ($) | 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](index=119&type=chunk) - Share-based compensation increased by **55.14%** to **$1,069,474**, and salaries and benefits rose by **61.46%** to **$1,251,597**[119](index=119&type=chunk) [19. (c) Finance Costs](index=27&type=section&id=19.%20(c)%20Finance%20costs) Finance costs increased for the six months ended June 30, 2025, primarily due to a substantial rise in interest accretion expense related to lease liabilities, partially offset by the absence of finance issue expense from the prior year | Category | Six months ended June 30, 2025 ($) | 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](index=120&type=chunk) [20. Cash Flow Information](index=27&type=section&id=20.%20CASH%20FLOW%20INFORMATION) 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](index=121&type=chunk) - Receivables and prepaid expenses resulted in a higher cash outflow of **$747,018** in 2025 compared to $228,306 in 2024[121](index=121&type=chunk) [21. Commitments, Option Agreements and Contingencies](index=28&type=section&id=21.%20COMMITMENTS,%20OPTION%20AGREEMENTS%20AND%20CONTINGENCIES) 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](index=127&type=chunk) [22. Subsequent Events](index=28&type=section&id=22.%20SUBSEQUENT%20EVENTS) 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](index=128&type=chunk)