[Executive Summary & Financial Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Financial%20Highlights) Intermex experienced a decline in Q2 and year-to-date 2025 financial performance, with revenues and net income decreasing [Second Quarter 2025 Financial Results](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Results) Intermex reported a decline in financial performance for Q2 2025 compared to Q2 2024, with total revenues down 6.1% to $161.1 million, primarily due to fewer transactions Second Quarter 2025 Financial Performance Highlights (YoY) | Metric | Q2 2025 (Millions) | Change vs. Q2 2024 | | :---------------------- | :----------------- | :----------------- | | Total Revenues | $161.1 | -6.1% | | Net Income | $11.0 | -21.4% | | Diluted EPS | $0.37 | -11.9% | | Adjusted Net Income | $15.2 | -16.0% | | Adjusted Diluted EPS | $0.51 | -7.3% | | Adjusted EBITDA | $28.8 | -7.4% | - Total money transfer transactions decreased by 7.8% to **14.1 million**, while the average principal sent per transaction increased by 5.0% to **$441**[1](index=1&type=chunk) [Year-to-Date 2025 Financial Results](index=1&type=section&id=Year-to-Date%202025%20Financial%20Results) For the first six months of 2025, Intermex's revenues decreased by 5.1% to $305.4 million, with net income seeing a significant decline of 28.0% Year-to-Date 2025 Financial Performance Highlights (YoY) | Metric | YTD 2025 (Millions) | Change vs. YTD 2024 | | :---------------------- | :------------------ | :------------------ | | Revenues | $305.4 | -5.1% | | Net Income | $18.8 | -28.0% | | Diluted EPS | $0.62 | -20.5% | | Adjusted Net Income | $26.2 | -20.1% | | Adjusted Diluted EPS | $0.86 | -11.3% | | Adjusted EBITDA | $50.4 | -10.8% | - Money transfer transactions for the first six months decreased by 6.6% to **26.9 million**, while the average principal sent per transaction increased by 6.3% to **$439**[7](index=7&type=chunk) [Key Business Updates](index=2&type=section&id=Key%20Business%20Updates) The company detailed operational highlights, share repurchases, and announced its acquisition by The Western Union Company [Operational Highlights](index=2&type=section&id=Operational%20Highlights) Intermex ended Q2 2025 with $174.7 million in cash and cash equivalents, with Net Free Cash Generated showing strong growth despite significant expenses Cash and Cash Flow Metrics | Metric | Q2 2025 (Millions) | YTD 2025 (Millions) | | :----------------------------------- | :----------------- | :------------------ | | Cash and cash equivalents (end of Q2)| $174.7 | N/A | | Net Free Cash Generated | $14.7 (up 10.5%) | $25.0 (up 45.3%) | - The company incurred **$2.5 million** in advertising and marketing expenses for digital products year-to-date 2025 and **$3.4 million** in transaction costs for potential merger and acquisition activities year-to-date 2025[10](index=10&type=chunk)[11](index=11&type=chunk) [Share Repurchase Program](index=2&type=section&id=Share%20Repurchase%20Program) Intermex continued its share repurchase program, buying back 980,341 shares for $11.4 million in Q2 2025, positively impacting diluted earnings per share Share Repurchase Activity | Period | Shares Repurchased | Value (Millions) | | :---------- | :----------------- | :--------------- | | Q2 2025 | 980,341 | $11.4 | | YTD 2025 | 1.35 million | $16.3 | - The reduction in share count from stock repurchase activity positively impacted diluted earnings per share[2](index=2&type=chunk)[3](index=3&type=chunk)[12](index=12&type=chunk) [Western Union Acquisition Details](index=2&type=section&id=Western%20Union%20Acquisition%20Details) Intermex announced an agreement for The Western Union Company to acquire all outstanding shares in an all-cash merger for $16.00 per share - The Western Union Company will acquire Intermex in an all-cash merger[13](index=13&type=chunk) - Each outstanding share of Intermex common stock will be converted into the right to receive **$16.00 per share** in cash[13](index=13&type=chunk) - Intermex will not host a Q2 conference call and is no longer providing financial guidance due to the pending acquisition[14](index=14&type=chunk) [Non-GAAP Financial Measures](index=3&type=section&id=Non-GAAP%20Financial%20Measures) This section defines key non-GAAP metrics used to assess Intermex's financial performance and operational results [Definition of Non-GAAP Measures](index=3&type=section&id=Definition%20of%20Non-GAAP%20Measures) Intermex utilizes several non-GAAP financial measures, including Adjusted Net Income and Adjusted EBITDA, to evaluate its financial performance by excluding certain non-cash or non-recurring items - Adjusted Net Income is defined as Net Income adjusted for non-cash amortization of intangible assets, non-cash compensation costs, and other non-core items[16](index=16&type=chunk) - Adjusted EBITDA is defined as Net Income before depreciation and amortization, interest expense, income taxes, and adjusted for non-cash compensation costs and other non-core items[18](index=18&type=chunk) - Net Free Cash Generated is defined as Net Income before provision for credit losses and depreciation and amortization, adjusted for non-cash charges, and reduced by cash used in investing activities and debt servicing[19](index=19&type=chunk) [Corporate Information & Disclosures](index=3&type=section&id=Corporate%20Information%20%26%20Disclosures) This section provides forward-looking statement disclaimers, company background, and acquisition-related investor information [Safe Harbor Compliance Statement for Forward-Looking Statements](index=3&type=section&id=Safe%20Harbor%20Compliance%20Statement%20for%20Forward-Looking%20Statements) This section highlights that the press release contains forward-looking statements subject to various risks and uncertainties, including the Western Union acquisition and regulatory compliance - Forward-looking statements are subject to risks including the Western Union acquisition, immigration law changes, digital service expansion, new technology, economic factors, and regulatory compliance[24](index=24&type=chunk) - The company cautions investors not to place undue reliance on forward-looking statements and undertakes no obligation to update them[25](index=25&type=chunk) [About International Money Express, Inc.](index=5&type=section&id=About%20International%20Money%20Express%2C%20Inc.) Founded in 1994, Intermex is a global omnichannel money transfer service provider, enabling consumers to send money to over 60 countries through various channels - Intermex was founded in 1994 and provides global omnichannel money transfer services[26](index=26&type=chunk) - Services are offered from the US, Canada, Spain, Italy, UK, and Germany to over 60 countries, through agent retailers, company-operated stores, mobile apps, and websites[26](index=26&type=chunk) - The company is headquartered in Miami, Florida, with international offices in Mexico, Guatemala, England, and Spain[26](index=26&type=chunk) [Additional Information and Participants in Solicitation](index=5&type=section&id=Additional%20Information%20and%20Participants%20in%20Solicitation) This section advises investors to read the Proxy Statement and other SEC filings regarding the proposed acquisition by Western Union, noting that Intermex's directors and executive officers may be participants in the solicitation - Investors are urged to read the Proxy Statement and other SEC filings for important information about the proposed acquisition[28](index=28&type=chunk) - Intermex's directors and executive officers may be deemed participants in the solicitation of proxies for the transaction[30](index=30&type=chunk) - Free copies of these documents can be obtained from the SEC website (http://www.sec.gov) or Intermex's website (www.Intermexonline.com)[29](index=29&type=chunk) [Condensed Consolidated Financial Statements](index=7&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents detailed consolidated financial statements and reconciliations of GAAP to non-GAAP measures [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, Intermex's total assets increased to $518.0 million, primarily driven by increases in cash and accounts receivable, with total liabilities also rising due to wire transfers and money orders payable Condensed Consolidated Balance Sheet Highlights (in thousands of dollars) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------------- | :------------------------ | :---------------- | | Cash and cash equivalents | $174,723 | $130,503 | | Accounts receivable, net | $141,651 | $107,077 | | Total current assets | $351,185 | $297,783 | | Total assets | $518,015 | $462,377 | | Wire transfers and money orders payable, net | $144,196 | $85,044 | | Total current liabilities | $215,486 | $151,998 | | Debt, net | $144,132 | $156,623 | | Total stockholders' equity | $142,253 | $134,924 | [Condensed Consolidated Statements of Income](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) For Q2 2025, total revenues were $161.1 million, a decrease from the prior year, with net income falling to $11.0 million, and year-to-date figures showing similar declines Condensed Consolidated Statements of Income Highlights (in thousands of dollars, except per share data) | Metric | Three Months Ended June 30, 2025 (Unaudited) | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------------------- | :------------------------------- | :----------------------------------------- | :------------------------------- | | Total revenues | $161,133 | $171,531 | $305,443 | $321,943 | | Operating income | $19,461 | $22,904 | $33,536 | $42,490 | | Net income | $11,007 | $14,033 | $18,776 | $26,139 | | Diluted Earnings per common share | $0.37 | $0.42 | $0.62 | $0.78 | | Transaction costs | $2,224 | $26 | $3,393 | $36 | [Reconciliation from Net Income to Adjusted Net Income](index=9&type=section&id=Reconciliation%20from%20Net%20Income%20to%20Adjusted%20Net%20Income) Adjusted Net Income for Q2 2025 was $15.2 million, a decrease from Q2 2024, with year-to-date Adjusted Net Income also declining, primarily due to adjustments for share-based compensation and transaction costs Reconciliation of Net Income to Adjusted Net Income (in thousands of dollars) | Metric | Three Months Ended June 30, 2025 (Unaudited) | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------------------- | :------------------------------- | :----------------------------------------- | :------------------------------- | | Net Income | $11,007 | $14,033 | $18,776 | $26,139 | | Share-based compensation | $2,133 | $2,392 | $4,245 | $4,545 | | Transaction costs | $2,224 | $26 | $3,393 | $36 | | Amortization of intangibles | $1,437 | $958 | $2,148 | $1,935 | | Adjusted Net Income | $15,249 | $18,095 | $26,177 | $32,772 | [Reconciliation from Basic Earnings per Share to Adjusted Basic Earnings per Share](index=10&type=section&id=Reconciliation%20from%20Basic%20Earnings%20per%20Share%20to%20Adjusted%20Basic%20Earnings%20per%20Share) Adjusted Basic Earnings per Share for Q2 2025 was $0.51, compared to GAAP Basic EPS of $0.37, reflecting adjustments for non-GAAP items Basic vs. Adjusted Basic Earnings per Share | Metric | Three Months Ended June 30, 2025 (Unaudited) | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------------------- | :------------------------------- | :----------------------------------------- | :------------------------------- | | Basic Earnings per Share | $0.37 | $0.43 | $0.62 | $0.79 | | Adjusted Basic Earnings per Share | $0.51 | $0.55 | $0.87 | $0.99 | [Reconciliation from Diluted Earnings per Share to Adjusted Diluted Earnings per Share](index=10&type=section&id=Reconciliation%20from%20Diluted%20Earnings%20per%20Share%20to%20Adjusted%20Diluted%20Earnings%20per%20Share) Adjusted Diluted Earnings per Share for Q2 2025 was $0.51, compared to GAAP Diluted EPS of $0.37, indicating the impact of non-GAAP adjustments Diluted vs. Adjusted Diluted Earnings per Share | Metric | Three Months Ended June 30, 2025 (Unaudited) | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 | | :---------------------------- | :------------------------------------------- | :------------------------------- | :----------------------------------------- | :------------------------------- | | Diluted Earnings per Share | $0.37 | $0.42 | $0.62 | $0.78 | | Adjusted Diluted Earnings per Share | $0.51 | $0.55 | $0.86 | $0.97 | [Reconciliation from Net Income to Adjusted EBITDA](index=12&type=section&id=Reconciliation%20from%20Net%20Income%20to%20Adjusted%20EBITDA) Adjusted EBITDA for Q2 2025 was $28.8 million, a 7.4% decrease from Q2 2024, with year-to-date Adjusted EBITDA also declining by 10.8% Reconciliation of Net Income to Adjusted EBITDA (in thousands of dollars) | Metric | Three Months Ended June 30, 2025 (Unaudited) | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 | | :---------------- | :------------------------------------------- | :------------------------------- | :----------------------------------------- | :------------------------------- | | Net Income | $11,007 | $14,033 | $18,776 | $26,139 | | EBITDA | $23,915 | $26,275 | $41,619 | $49,089 | | Adjusted EBITDA | $28,788 | $31,052 | $50,406 | $56,466 | [Reconciliation from Net Income Margin to Adjusted EBITDA Margin](index=12&type=section&id=Reconciliation%20from%20Net%20Income%20Margin%20to%20Adjusted%20EBITDA%20Margin) Adjusted EBITDA Margin for Q2 2025 was 17.9%, a slight decrease from 18.1% in Q2 2024, with the year-to-date margin also showing a decline Net Income Margin vs. Adjusted EBITDA Margin | Metric | Three Months Ended June 30, 2025 (Unaudited) | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------------------- | :------------------------------- | :----------------------------------------- | :------------------------------- | | Net Income Margin | 6.8 % | 8.2 % | 6.1 % | 8.1 % | | Adjusted EBITDA Margin| 17.9 % | 18.1 % | 16.5 % | 17.6 % | [Reconciliation of Net Income to Net Free Cash Generated](index=14&type=section&id=Reconciliation%20of%20Net%20Income%20to%20Net%20Free%20Cash%20Generated) Net Free Cash Generated for Q2 2025 increased by 10.5% to $14.7 million, with a substantial year-to-date increase of 45.3% to $25.0 million, reflecting investments despite lower net income Reconciliation of Net Income to Net Free Cash Generated (in thousands of dollars) | Metric | Three Months Ended June 30, 2025 (Unaudited) | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 | | :-------------------------------------- | :------------------------------------------- | :------------------------------- | :----------------------------------------- | :------------------------------- | | Net income for the period | $11,007 | $14,033 | $18,776 | $26,139 | | Net Free Cash Generated during the period | $14,732 | $13,261 | $24,995 | $17,223 |

Table of Contents 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 001-33892 AMC ENTERTAINMENT HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State o ...

[Second Quarter 2025 Financial Highlights and Outlook](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Highlights%20and%20Outlook) [Executive Summary of Q2 2025 Results](index=1&type=section&id=1.1%20Executive%20Summary%20of%20Q2%202025%20Results) Green Plains Inc. reported a **net loss of $72.2 million** for Q2 2025, widening significantly due to non-cash charges, despite increased Adjusted EBITDA | Metric | Q2 2025 (in millions) | Q2 2024 (in millions) | Change (in millions) | | :----------------------- | :------------------- | :------------------- | :----- | | Net Loss Attributable to Company | $(72.2) | $(24.4) | $(47.8) | | Diluted EPS | $(1.09) | $(0.38) | $(0.71) | | Revenues | $552.8 | $618.8 | $(66.0) | | Adjusted EBITDA | $16.4 | $5.0 | $11.4 | - Q2 2025 results include **$44.9 million in non-cash charges**, primarily from the sale of non-core assets and an equity method investment, and asset impairments, plus **$2.5 million in restructuring costs**[2](index=2&type=chunk) [Management Commentary and Strategic Initiatives](index=1&type=section&id=1.2%20Management%20Commentary%20and%20Strategic%20Initiatives) Management highlighted successful operational efficiency, non-core asset exits, and cost reductions, on track for over **$50 million in annualized savings** - Achieved **99% utilization** across the operating platform, demonstrating successful operational excellence initiatives[3](index=3&type=chunk) - On pace to exceed **$50 million in annualized savings** target due to cost reductions implemented in the first half of the year[3](index=3&type=chunk) - Carbon capture project nearing completion, with sequestration expected to begin early in Q4, supported by favorable federal government policies like the 45Z Clean Fuel Production Credit extension[3](index=3&type=chunk) - Improved financial position by reducing working capital through the Eco-Energy marketing arrangement, monetizing non-core assets, lowering expenses, and extending near-term debt maturity[3](index=3&type=chunk) [Key Highlights and Recent Developments](index=1&type=section&id=1.3%20Key%20Highlights%20and%20Recent%20Developments) Recent developments include carbon capture progress, Eco-Energy marketing benefits, strong plant utilization, and strategic financial moves - Carbon capture infrastructure equipment delivered and construction progressing, on track for start-up early in Q4 2025[4](index=4&type=chunk) - Delivered greater than **$50 million improvement in working capital** from the transition of ethanol marketing to Eco-Energy, LLC[4](index=4&type=chunk) - Achieved strong utilization of **99%** across the nine operating ethanol plants[4](index=4&type=chunk) - Extended the maturity of its **$127.5 million Mezzanine note facility to September 15, 2026**[4](index=4&type=chunk)[5](index=5&type=chunk) - Completed the sale of a **50% investment in GP Turnkey Tharaldson LLC for $25 million** as of June 30, 2025[5](index=5&type=chunk) [Consolidated Results of Operations](index=1&type=section&id=Consolidated%20Results%20of%20Operations) [Overall Financial Performance Analysis](index=1&type=section&id=2.1%20Overall%20Financial%20Performance%20Analysis) Consolidated revenues decreased due to a marketing agreement cessation, while net loss widened from asset sales and impairments, though Adjusted EBITDA improved - Consolidated revenues decreased by **$66.0 million** for Q2 2025 compared to Q2 2024, mainly due to the agribusiness and energy services segment ceasing a third-party ethanol marketing agreement[7](index=7&type=chunk) - Net loss attributable to Green Plains increased by **$47.9 million**, primarily due to a **$31.0 million loss on sale of assets** and equity method investment and a **$10.7 million impairment of assets** held for sale[8](index=8&type=chunk) - Adjusted EBITDA increased by **$11.4 million** for Q2 2025, driven by a change in operating strategy and the sale of accumulated RINs, partially offset by weaker margins in the ethanol production segment[8](index=8&type=chunk) - Interest expense increased by **$6.4 million**, mainly due to amortization of loan fees related to warrant issuance/modification and decreased capitalized interest[8](index=8&type=chunk) [Segment Overview](index=2&type=section&id=2.2%20Segment%20Overview) Green Plains operates two segments: Ethanol Production, focusing on ethanol and by-products, and Agribusiness and Energy Services, handling commodity marketing and trading - The Ethanol Production segment focuses on the production, storage, and transportation of ethanol, distillers grains, Ultra-High Protein, and renewable corn oil[9](index=9&type=chunk) - The Agribusiness and Energy Services segment includes grain handling and storage, commodity marketing, and merchant trading for various products, including company-produced and third-party ethanol, distillers grains, Ultra-High Protein, renewable corn oil, and natural gas[9](index=9&type=chunk) [Detailed Segment Performance and Operating Metrics](index=3&type=section&id=Detailed%20Segment%20Performance%20and%20Operating%20Metrics) [Segment Operations Financials](index=3&type=section&id=3.1%20Segment%20Operations%20Financials) The Ethanol Production segment saw slight revenue growth and improved gross margin despite a higher operating loss, while Agribusiness revenues declined but gross margin increased Segment Revenues (Three Months Ended June 30, in thousands) | Segment | 2025 | 2024 | % Var. | | :----------------------- | :--------------- | :--------------- | :----- | | Ethanol production | $527,153 | $525,443 | 0.3% | | Agribusiness and energy services | $31,531 | $100,949 | (68.8)% | | Intersegment eliminations | $(5,855) | $(7,567) | (22.6)% | | **Total Revenues** | **$552,829** | **$618,825** | **(10.7)%** | Segment Gross Margin (Three Months Ended June 30, in thousands) | Segment | 2025 | 2024 | % Var. | | :----------------------- | :--------------- | :--------------- | :----- | | Ethanol production | $33,490 | $30,390 | 10.2% | | Agribusiness and energy services | $8,080 | $7,433 | 8.7% | | **Total Gross Margin** | **$41,570** | **$37,823** | **9.9%** | Segment Operating Income (Loss) (Three Months Ended June 30, in thousands) | Segment | 2025 | 2024 | % Var. | | :----------------------- | :--------------- | :--------------- | :----- | | Ethanol production | $(12,218) | $(2,213) | * | | Agribusiness and energy services | $849 | $2,166 | (60.8)% | | Corporate activities | $(16,994) | $(17,664) | (3.8)% | | **Total Operating Loss** | **$(28,363)** | **$(17,711)** | **60.1%** | Segment Adjusted EBITDA (Three Months Ended June 30, in thousands) | Segment | 2025 | 2024 | % Var. | | :----------------------- | :--------------- | :--------------- | :----- | | Ethanol production | $8,992 | $17,952 | (49.9)% | | Agribusiness and energy services | $5,028 | $3,045 | 65.1% | | Corporate activities | $(42,903) | $(16,230) | 164.3% | | **Total Adjusted EBITDA** | **$16,442** | **$5,038** | * | [Selected Operating Data](index=4&type=section&id=3.2%20Selected%20Operating%20Data) Ethanol production, distillers grains, renewable corn oil, and corn consumed all decreased in Q2 2025, while Ultra-High Protein production slightly increased Selected Operating Data (Three Months Ended June 30) | Metric | 2025 | 2024 | % Var. | | :-------------------------- | :----- | :----- | :----- | | Ethanol (gallons) | 193,571 | 208,483 | (7.2)% | | Distillers grains (tons) | 413 | 463 | (10.8)% | | Ultra-High Protein (tons) | 66 | 65 | 1.5% | | Renewable corn oil (pounds) | 65,231 | 73,630 | (11.4)% | | Corn consumed (bushels) | 65,312 | 71,819 | (9.1)% | | Agribusiness and energy services Ethanol (gallons) | 225,703 | 261,461 | (13.7)% | [Consolidated Ethanol Crush Margin](index=4&type=section&id=3.3%20Consolidated%20Ethanol%20Crush%20Margin) The consolidated ethanol crush margin increased to **$26.3 million** in Q2 2025, significantly boosted by a one-time sale of accumulated RINs Consolidated Ethanol Crush Margin (Three Months Ended June 30, in thousands) | Metric | 2025 | 2024 | | :------------------------------------------ | :--------------- | :--------------- | | Ethanol production operating loss | $(12,218) | $(2,213) | | Depreciation and amortization | $22,918 | $20,544 | | Impairment of assets held for sale | $10,7

[Financial Highlights and CEO Commentary](index=1&type=section&id=Financial%20Highlights%20and%20CEO%20Commentary) AMC demonstrated significant operational leverage in Q2 2025, achieving substantial revenue and Adjusted EBITDA growth, record per-patron metrics, and a strengthened balance sheet through strategic debt management Q2 2025 Key Financial Results Summary (in millions) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Total Revenues | $1,397.9 | $1,030.6 | | Net Loss | $(4.7) | $(32.8) | | Adjusted EBITDA | $189.2 | $38.5 | | Net Cash Provided by (Used in) Operating Activities | $138.4 | $(34.6) | | Free Cash Flow | $88.9 | $(79.2) | - The company achieved all-time records in per-patron metrics for the second quarter, demonstrating the success of its strategic initiatives[2](index=2&type=chunk) Q2 2025 Record Per-Patron Metrics ($) | Metric | Value | | :--- | :--- | | Consolidated Admissions Revenue Per Patron | $12.14 | | Consolidated Food and Beverage Revenue Per Patron | $7.95 | | Total Consolidated Revenue Per Patron | $22.26 | - AMC's 'AMC Go Plan' focuses on enhancing the guest experience through state-of-the-art laser projection, premium seating, and an expansion of premium large format (PLF) screens like IMAX and Dolby Cinema, which operate at nearly three times the occupancy of regular auditoriums[4](index=4&type=chunk) [Financial Performance Analysis](index=4&type=section&id=Financial%20Performance%20Analysis) This section details AMC's Q2 2025 financial results, highlighting consolidated statements and segment performance, with the U.S. market driving significant growth in revenue and Adjusted EBITDA [Consolidated Financial Statements](index=9&type=section&id=Consolidated%20Financial%20Statements) Consolidated statements reveal significant profitability improvement in Q2 2025, with net loss narrowing to $(4.7) million and positive operating cash flow of $138.4 million Consolidated Statements of Operations (Q2, in millions) | (in millions) | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Total Revenues | $1,397.9 | $1,030.6 | | Operating Income (Loss) | $92.6 | $(47.4) | | Net Loss | $(4.7) | $(32.8) | | Diluted Loss Per Share | $(0.01) | $(0.10) | Consolidated Balance Sheet Data (at period end, in millions) | (in millions) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $423.7 | $632.3 | | Corporate borrowings | $4,009.2 | $4,075.1 | | Total assets | $8,173.9 | $8,247.5 | Consolidated Cash Flow Data (Q2, in millions) | (in millions) | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $138.4 | $(34.6) | | Net cash used in investing activities | $(48.7) | $(43.5) | | Net cash provided by (used in) financing activities | $(48.9) | $236.3 | [Segment Performance](index=11&type=section&id=Segment%20Performance) Q2 2025 segment performance was driven by the U.S. market, with significant revenue and Adjusted EBITDA growth, while International markets also achieved positive Adjusted EBITDA and improved per-patron metrics Segment Revenues and Adjusted EBITDA (Q2 2025 vs Q2 2024, in millions) | (in millions) | U.S. Markets | International Markets | | :--- | :--- | :--- | | **Revenues** | | | | Q2 2025 | $1,114.2 | $283.7 | | Q2 2024 | $815.9 | $214.7 | | **Adjusted EBITDA** | | | | Q2 2025 | $181.0 | $8.2 | | Q2 2024 | $55.4 | $(16.9) | Key Operating Metrics Per Patron (Q2 2025 vs Q2 2024) | Metric (Consolidated) | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Attendance (thousands) | 62,807 | 50,013 | | Average Ticket Price ($) | $12.14 | $11.29 | | Food & Beverage Revenues Per Patron ($) | $7.95 | $7.34 | [Balance Sheet and Liquidity](index=4&type=section&id=Balance%20Sheet%20and%20Liquidity) As of June 30, 2025, AMC reported $423.7 million in cash, with subsequent July 2025 refinancing transactions strengthening the balance sheet by raising new cash and equitizing debt, addressing 2026 maturities - Cash and cash equivalents stood at **$423.7 million** at the end of Q2 2025, excluding **$51.4 million** in restricted cash[6](index=6&type=chunk) - In July 2025, AMC completed comprehensive refinancing transactions with the following key outcomes: - **New Cash:** Secured approximately **$244 million** in new financing, primarily used to redeem debt maturing in 2026 - **Debt Reduction:** Converted at least **$143 million** of existing debt into equity, with potential for up to **$337 million** - **Litigation Resolution:** Achieved a final resolution of litigation with certain noteholders[6](index=6&type=chunk)[7](index=7&type=chunk) [Non-GAAP Financial Measures Reconciliations](index=12&type=section&id=Non-GAAP%20Financial%20Measures%20Reconciliations) This section provides detailed reconciliations for key non-GAAP metrics like Adjusted EBITDA, Free Cash Flow, Contribution Margin, and Adjusted Net Loss, offering insights into underlying operational trends [Adjusted EBITDA Reconciliation](index=12&type=section&id=Adjusted%20EBITDA%20Reconciliation) Adjusted EBITDA for Q2 2025 significantly increased to $189.2 million from $38.5 million in Q2 2024, reconciled from Net Loss by adjusting for interest, depreciation, and other items Reconciliation of Net Loss to Adjusted EBITDA (Q2, in millions) | (in millions) | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | **Net loss** | **$(4.7)** | **$(32.8)** | | Income tax provision | 1.2 | 0.7 | | Interest expense | 129.6 | 99.0 | | Depreciation and amortization | 77.8 | 78.8 | | Other adjustments (net) | (14.7) | (107.2) | | **Adjusted EBITDA** | **$189.2** | **$38.5** | [Free Cash Flow Reconciliation](index=15&type=section&id=Free%20Cash%20Flow%20Reconciliation) Free Cash Flow turned positive in Q2 2025, reaching $88.9 million, a significant improvement from $(79.2) million in Q2 2024, calculated from operating cash flow less capital expenditures Reconciliation of Free Cash Flow (Q2, in millions) | (in millions) | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $138.4 | $(34.6) | | Plus: total capital expenditures | $(49.5) | $(44.6) | | **Free cash flow** | **$88.9** | **$(79.2)** | [Contribution Margin Reconciliation](index=16&type=section&id=Contribution%20Margin%20Reconciliation) Consolidated contribution margin per patron increased to $14.48 in Q2 2025, reflecting improved profitability per moviegoer across both U.S. and International markets Contribution Margin Per Patron (Q2, $) | Per Patron ($) | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | U.S. Markets | $15.27 | $14.73 | | International Markets | $12.18 | $11.16 | | **Consolidated** | **$14.48** | **$13.76** | [Adjusted Net Loss Reconciliation](index=20&type=section&id=Adjusted%20Net%20Loss%20Reconciliation) Adjusted Net Loss significantly improved to $(0.5) million, or $(0.00) per diluted share, in Q2 2025, reflecting adjustments to GAAP Net Loss for non-recurring items Reconciliation of Adjusted Net Loss (Q2, in millions, except per share) | (in millions, except per share) | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | **Net loss** | **$(4.7)** | **$(32.8)** | | Gain on extinguishment of debt | — | $(85.3) | | Shareholder litigation | — | $(19.1) | | Other adjustments | $4.2 | $(0.7) | | **Adjusted net loss** | **$(0.5)** | **$(137.9)** | | **Adjusted diluted loss per share** | **$(0.00)** | **$(0.43)** | [Company Information and Forward-Looking Statements](index=6&type=section&id=Company%20Information%20and%20Forward-Looking%20Statements) This section provides corporate details on AMC's global operations, investor webcast information, and standard forward-looking statement disclaimers regarding risks and uncertainties - AMC is the largest movie exhibition company globally, operating approximately **860 theatres** and **9,700 screens** across the United States and Europe[10](index=10&type=chunk) - The report contains forward-looking statements regarding future performance, which are subject to numerous risks and uncertainties, including the continued recovery of the box office, the company's significant indebtedness, shrinking theatrical release windows, and intense competition[12](index=12&type=chunk)[14](index=14&type=chunk) - The company will host a webcast for investors on August 11, 2025, to discuss the quarterly results[8](index=8&type=chunk)

[Company Overview & Highlights](index=1&type=section&id=Company%20Overview%20%26%20Highlights) Excelerate Energy's Q2 2025 results, Jamaica acquisition, and increased dividend reflect strong performance and strategic growth [Recent Highlights](index=1&type=section&id=Recent%20Highlights) Excelerate Energy reported strong Q2 2025 results, including $20.8 million Net Income and $107.1 million Adjusted EBITDA, raised full-year guidance, and increased its quarterly dividend by 33% Q2 2025 Key Financial Highlights | Metric | Value | | :----- | :---- | | Net Income | $20.8 million | | Adjusted Net Income | $46.8 million | | Adjusted EBITDA | $107.1 million | - Closed acquisition of the Jamaica integrated LNG and power platform in May; integration is on track and assets are exceeding operational expectations[8](index=8&type=chunk) - Raised Full Year 2025 Adjusted EBITDA guidance, now expected to range between **$420 million and $440 million**[8](index=8&type=chunk) - Declared a quarterly cash dividend of **$0.08 per share**, or **$0.32 per share** on an annualized basis, representing an approximately **33 percent increase** from the prior quarter[8](index=8&type=chunk) [CEO Comment](index=1&type=section&id=CEO%20COMMENT) CEO Steven Kobos highlighted Excelerate's robust quarter, attributing success to its business model and operational excellence, with early contributions from Jamaica operations - Excelerate delivered another robust quarter, demonstrating the strength of our business model and our focus on operational excellence, with results reflecting terminal services and early Jamaica operations contributions[3](index=3&type=chunk) - The Jamaica transaction represents a strategic inflection point, expanding Excelerate's role in the LNG value chain and creating a more diversified platform for growth[4](index=4&type=chunk) [About Excelerate Energy](index=2&type=section&id=ABOUT%20EXCELERATE%20ENERGY) Excelerate Energy, Inc. is a U.S.-based LNG company providing integrated services across the LNG-to-power value chain, offering flexible regasification, infrastructure, supply, and power generation - Excelerate Energy, Inc. is a U.S.-based LNG company located in The Woodlands, Texas[17](index=17&type=chunk) - Excelerate is changing how the world accesses cleaner energy by providing integrated services along the LNG-to-power value chain, aiming for rapid-to-market and reliable LNG solutions[17](index=17&type=chunk) - The Company offers a full range of flexible regasification services from floating LNG terminals to infrastructure development, LNG supply, and power generation[17](index=17&type=chunk) [Second Quarter 2025 Financial Performance](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Performance) Excelerate Energy's Q2 2025 financial performance shows $204.6 million in revenues and $107.1 million in Adjusted EBITDA, with detailed analysis of income and EBITDA drivers [Key Financial Results Summary](index=1&type=section&id=SECOND%20QUARTER%202025%20FINANCIAL%20RESULTS) Excelerate Energy reported Q2 2025 revenues of $204.6 million, operating income of $43.4 million, net income of $20.8 million, and Adjusted EBITDA of $107.1 million For the three months ended | Metric (in millions, except per share amounts) | June 30, 2025 | March 31, 2025 | June 30, 2024 | | :----------------------------------- | :------------ | :------------- | :------------ | | Revenues | $204.6 | $315.1 | $183.3 | | Operating Income | $43.4 | $65.7 | $49.9 | | Net Income | $20.8 | $52.1 | $33.3 | | Adjusted Net Income | $46.8 | $55.6 | $33.3 | | Adjusted EBITDA | $107.1 | $100.4 | $89.0 | | Earnings Per Share (diluted) | $0.15 | $0.46 | $0.26 | | Adjusted Earnings Per Share (diluted) | $0.34 | $0.49 | $0.26 | [Detailed Financial Performance Analysis](index=1&type=section&id=Detailed%20Financial%20Performance%20Analysis) Net income decreased due to Jamaica acquisition costs and higher interest, while Adjusted EBITDA increased from Jamaica's contribution, partially offset by Atlantic Basin margin and vessel costs - Net income for Q2 2025 decreased sequentially due to transition and transaction costs from the Jamaica acquisition, higher interest expense, expected seasonality in Atlantic Basin margin, and timing of vessel operating costs, partially offset by Jamaica EBITDA[6](index=6&type=chunk) - Adjusted EBITDA for Q2 2025 increased sequentially primarily due to the addition of Jamaica EBITDA, partially offset by lower Atlantic Basin margin and timing of vessel operating costs[6](index=6&type=chunk) - Net income for Q2 2025 decreased year-over-year due to Jamaica acquisition transition and transaction costs and increased interest expense, partially offset by Jamaica EBITDA; Adjusted net income and Adjusted EBITDA increased year-over-year due to Jamaica EBITDA[7](index=7&type=chunk) [Operational and Strategic Developments](index=2&type=section&id=Operational%20and%20Strategic%20Developments) Excelerate completed the Jamaica acquisition, purchased an LNG carrier, and partnered with Petrobras for a reliquefaction unit, enhancing its operational capabilities and asset base [Key Commercial Updates](index=2&type=section&id=KEY%20COMMERCIAL%20UPDATES) Excelerate completed the Jamaica acquisition, purchased an LNG carrier, and signed an agreement with Petrobras for a reliquefaction unit, expanding its asset base and operational efficiency [Jamaica Acquisition and Integration](index=2&type=section&id=Jamaica%20Acquisition%20and%20Integration) Excelerate completed the acquisition of an integrated LNG and power platform in Jamaica, including terminals and a power plant, and is optimizing these assets for EBITDA growth - In May 2025, Excelerate completed its acquisition of an integrated LNG and power platform in Jamaica, including the Montego Bay and Old Harbour LNG terminals, the Clarendon combined heat and power plant, and small-scale LNG storage and regasification sites[9](index=9&type=chunk) - The Company has begun optimizing these assets to drive near-term EBITDA growth through improved performance and expanded commercial activity, also deepening its presence in Jamaica and the broader Caribbean[9](index=9&type=chunk) [LNG Carrier Purchase](index=2&type=section&id=LNG%20Carrier%20Purchase) Excelerate finalized the purchase of the LNG carrier Excelerate Shenandoah for an Atlantic Basin supply deal, also marking its first FSRU conversion candidate - In July 2025, Excelerate finalized an agreement to purchase an LNG carrier, renamed the **Excelerate Shenandoah**, to service a previously announced mid-term Atlantic Basin supply deal[10](index=10&type=chunk) - The LNG carrier also represents Excelerate's first owned asset selected as an FSRU conversion candidate[10](index=10&type=chunk) [Reliquefaction Unit Agreement with Petrobras](index=2&type=section&id=Reliquefaction%20Unit%20Agreement%20with%20Petrobras) Excelerate signed an agreement with Petrobras to install a reliquefaction unit on the Experience FSRU in Brazil, aiming to eliminate boil-off losses and reduce Scope 1 emissions - In July 2025, Excelerate signed a definitive agreement with Petrobras to install a reliquefaction unit on the floating regasification terminal Experience, located in Guanabara Bay, Brazil[11](index=11&type=chunk) - Once installed, this technology will help eliminate all excess cargo losses due to boil off and lower Excelerate's Scope 1 emissions, while upgrading the performance and life expectancy of the floating LNG terminal[11](index=11&type=chunk) [Liquidity and Capital Resources](index=2&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) As of June 30, 2025, Excelerate maintained strong liquidity with $426.0 million in cash and a fully undrawn $500 million revolving credit facility Liquidity Position (as of June 30, 2025) | Metric | Amount (in millions) | | :----- | :------------------- | | Unrestricted Cash and Cash Equivalents | $426.0 | | Undrawn Revolving Credit Facility Capacity | $500.0 | [Quarterly Cash Dividend Update](index=2&type=section&id=QUARTERLY%20CASH%20DIVIDEND%20UPDATE) Excelerate's Board approved a 33% increase in the quarterly cash dividend to $0.08 per share, targeting low double-digit annual growth from 2026-2028 Quarterly Cash Dividend | Metric | Value | | :----- | :---- | | Q2 2025 Dividend per share | $0.08 | | Annualized Dividend per share | $0.32 | | Increase from prior quarter | ~33% | | Payable Date | September 4, 2025 | - With even greater confidence in its forward cash flow outlook following the Jamaica acquisition, Excelerate is now targeting a **low double-digit annual dividend growth rate** commencing in 2026 and continuing through 2028[13](index=13&type=chunk) [Financial Outlook](index=2&type=section&id=Financial%20Outlook) Excelerate revised its full-year 2025 guidance, raising Adjusted EBITDA expectations to $420-$440 million and adjusting capital expenditures due to the Jamaica acquisition and LNG carrier purchase [Revised 2025 Financial Outlook](index=2&type=section&id=REVISED%202025%20FINANCIAL%20OUTLOOK) Excelerate revised its full-year 2025 guidance, raising Adjusted EBITDA expectations to $420-$440 million and adjusting capital expenditures due to the Jamaica acquisition and LNG carrier purchase [Adjusted EBITDA Guidance](index=2&type=section&id=Adjusted%20EBITDA%20Guidance) Excelerate raised its full-year 2025 Adjusted EBITDA guidance to $420-$440 million, incorporating the anticipated contribution from the Jamaica acquisition - Excelerate revised its full year 2025 guidance range, raising its full year 2025 Adjusted EBITDA guidance to include the anticipated contribution from the Jamaica acquisition from May 14, 2025 through December 31, 2025[14](index=14&type=chunk) Revised Full Year 2025 Adjusted EBITDA Guidance | Metric | Range (in millions) | | :----- | :------------------ | | Adjusted EBITDA | $420 - $440 | [Capital Expenditure Guidance](index=2&type=section&id=Capital%20Expenditure%20Guidance) Revised 2025 capital expenditure guidance projects maintenance capex at $65-$75 million and committed growth capital at $95-$105 million, primarily due to the LNG carrier purchase Revised 2025 Capital Expenditure Guidance | Metric | Range (in millions) | | :----- | :------------------ | | Maintenance Capex | $65 - $75 | | Committed Growth Capital | $95 - $105 | - The increase to Committed Growth Capital is primarily driven by the purchase of the LNG carrier, the Excelerate Shenandoah, in the third quarter[15](index=15&type=chunk) [Supplemental Information](index=2&type=section&id=Supplemental%20Information) This section provides details on the investor conference call, definitions of non-GAAP financial measures, forward-looking statements, and company contacts [Investor Conference Call and Webcast](index=2&type=section&id=INVESTOR%20CONFERENCE%20CALL%20AND%20WEBCAST) Excelerate management will host a conference call and webcast for investors and analysts on Monday, August 11, 2025, at 8:30 a.m. Eastern Time - The Excelerate management team will host a conference call for investors and analysts at **8:30 a.m. Eastern Time** (7:30 a.m. Central Time) on Monday, August 11, 2025[16](index=16&type=chunk) - Investors are invited to access a live webcast of the conference call via the Investor Relations page on the Company's website at www.excelerateenergy.com[16](index=16&type=chunk) [Use of Non-GAAP Financial Measures](index=2&type=section&id=USE%20OF%20NON-GAAP%20FINANCIAL%20MEASURES) Excelerate Energy uses non-GAAP measures like Adjusted Gross Margin, Adjusted Net Income, Adjusted EBITDA, and Adjusted EPS to provide additional insights into operational performance [Overview of Non-GAAP Measures](index=4&type=section&id=Overview%20of%20Non-GAAP%20Measures) Excelerate reports GAAP financial results but supplements them with non-GAAP measures to provide additional useful information for evaluating performance and valuation - The Company reports financial results in accordance with accounting principles generally accepted in the United States ("GAAP"), with non-GAAP measures designed to supplement, not substitute, GAAP information[18](index=18&type=chunk) - Management believes that the non-GAAP financial measures provide investors with additional useful information in evaluating the Company's performance and valuation[19](index=19&type=chunk) [Definition of Adjusted Gross Margin](index=4&type=section&id=Adjusted%20Gross%20Margin) Adjusted Gross Margin is defined as revenues less cost of LNG, gas, and power, and operating expenses, excluding depreciation and amortization, to measure operational financial performance - The Company uses Adjusted Gross Margin, a non-GAAP financial measure, defined as revenues less cost of LNG, gas and power and operating expenses, excluding depreciation and amortization, to measure its operational financial performance[20](index=20&type=chunk) [Definition of Adjusted Net Income](index=4&type=section&id=Adjusted%20Net%20Income) Adjusted Net Income is defined as net income plus tax-effected transition and transaction expenses, providing insight into profitability excluding non-recurring charges from the Jamaica acquisition - The Company uses Adjusted Net Income, a non-GAAP financial measure, defined as net income plus tax-effected transition and transaction expenses[21](index=21&type=chunk) - Management believes Adjusted Net Income is useful because it provides insight into profitability excluding the impact of non-recurring charges related to the Jamaica acquisition[21](index=21&type=chunk) [Definition of Adjusted EBITDA](index=4&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA is defined as net income before interest, taxes, depreciation, amortization, accretion, non-cash long-term incentive compensation, and non-recurring expenses, offering insight into ongoing operating performance - The Company defines Adjusted EBITDA as net income before interest expense, income taxes, depreciation and amortization, accretion, non-cash long-term incentive compensation expense and items such as charges and non-recurring expenses that management does not consider as part of assessing ongoing operating performance[22](index=22&type=chunk) - Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of the Company's operating performance or liquidity, as it has limitations regarding cost of capital, tax structure, and historic costs of depreciable assets[23](index=23&type=chunk) [Definition of Adjusted Earnings Per Share](index=4&type=section&id=Adjusted%20Earnings%20Per%20Share) Adjusted EPS is defined as diluted EPS plus the per-share impact of tax-effected transition and transaction expenses, providing insight into per-share profitability excluding non-recurring charges - The Company uses Adjusted Earnings Per Share ("EPS"), a non-GAAP financial measure, defined as diluted EPS plus the per share impact of its tax-effected transition and transaction expenses[24](index=24&type=chunk) - Management believes Adjusted EPS is useful because it provides insight on per share profitability excluding the impact of non-recurring charges related to the Jamaica acquisition[24](index=24&type=chunk) [Forward-Looking Statements](index=4&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section contains forward-looking statements regarding future operations, financial conditions, and strategies, subject to substantial risks and uncertainties, including integration risks and market competition - This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about Excelerate and its industry that involve substantial risks and uncertainties[25](index=25&type=chunk) - Readers should not rely on forward-looking statements as predictions of future events, as they are based primarily on current expectations and projections about future events and trends that may affect the business, financial condition, and operating results[26](index=26&type=chunk) - The outcome of these forward-looking statements is subject to risks, uncertainties, and other factors described in Excelerate's Annual Report on Form 10‐K for the year ended December 31, 2024, and other SEC filings, including the ability to successfully complete and realize benefits of the Jamaica acquisition, manage integration risks, and address unplanned issues or market competition[26](index=26&type=chunk) [Contacts](index=6&type=section&id=CONTACTS) This section provides contact information for investor relations, handled by Craig Hicks, and media inquiries, managed by Stephen Pettibone and Frances Jeter - Investors: Craig Hicks, Excelerate Energy, Craig.Hicks@excelerateenergy.com[32](index=32&type=chunk) - Media: Stephen Pettibone / Frances Jeter, FGS Global, Excelerate@fgsglobal.com or media@excelerateenergy.com[32](index=32&type=chunk) [Unaudited Financial Statements](index=7&type=section&id=Unaudited%20Financial%20Statements) This section presents Excelerate's unaudited consolidated statements of income, balance sheets, and cash flows for Q2 2025, reflecting the impact of the Jamaica acquisition [Consolidated Statements of Income](index=7&type=section&id=Consolidated%20Statements%20of%20Income%20(Unaudited)) The unaudited consolidated statements of income show total revenues of $204.6 million for Q2 2025, with operating income at $43.4 million and net income at $20.8 million Consolidated Statements of Income (Selected Data, in thousands) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :----- | :------ | :------ | :------ | | Total revenues | $204,556 | $315,090 | $183,333 | | Operating income | $43,386 | $65,716 | $49,881 | | Net income | $20,765 | $52,123 | $33,277 | | Net income attributable to shareholders | $4,729 | $11,387 | $6,672 | | Diluted EPS | $0.15 | $0.46 | $0.26 | [Consolidated Balance Sheets](index=8&type=section&id=Consolidated%20Balance%20Sheets%20(Unaudited)) As of June 30, 2025, total assets increased significantly to $4.01 billion, and total liabilities to $1.86 billion, primarily due to the Jamaica acquisition Consolidated Balance Sheets (Selected Data, in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----- | :------------ | :---------------- | | Total current assets | $609,339 | $754,279 | | Total assets | $4,010,080 | $2,883,215 | | Total current liabilities | $233,975 | $216,104 | | Total liabilities | $1,860,677 | $994,714 | | Total equity | $2,149,403 | $1,888,501 | - Total assets increased from **$2.88 billion** at December 31, 2024, to **$4.01 billion** at June 30, 2025, primarily driven by the Jamaica acquisition, which introduced intangible assets and goodwill[36](index=36&type=chunk) [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) For the six months ended June 30, 2025, net cash from operations was $241.9 million, while investing activities used $1.13 billion, largely offset by $773.0 million from financing activities Consolidated Statements of Cash Flows (Selected Data, in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $241,949 | $155,040 | | Net cash used in investing activities | $(1,125,499) | $(38,268) | | Net cash provided by (used in) financing activities | $773,048 | $(63,082) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $(110,414) | $53,684 | - Net cash used in investing activities significantly increased to **$(1.13) billion** for the six months ended June 30, 2025, primarily due to **$1.05 billion** net cash paid for acquisition[38](index=38&type=chunk) [Non-GAAP Reconciliations](index=10&type=section&id=Non-GAAP%20Reconciliation%20(Unaudited)) This section provides reconciliations for Excelerate's non-GAAP financial measures, including Adjusted Gross Margin, Adjusted Net Income, Adjusted EBITDA, and Adjusted Diluted EPS, to their most directly comparable GAAP measures [Adjusted Gross Margin Reconciliation](index=10&type=section&id=Adjusted%20Gross%20Margin%20Reconciliation) The reconciliation shows Adjusted Gross Margin increased to $118.1 million in Q2 2025, up from $112.4 million in Q1 2025 and $105.6 million in Q2 2024 Adjusted Gross Margin Reconciliation (in thousands) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :----- | :------ | :------ | :------ | | Gross Margin | $92,588 | $90,750 | $75,181 | | Depreciation and amortization expense | $25,518 | $21,643 | $30,400 | | **Adjusted Gross Margin** | **$118,106** | **$112,393** | **$105,581** | [Adjusted Net Income Reconciliation](index=10&type=section&id=Adjusted%20Net%20Income%20Reconciliation) Adjusted Net Income for Q2 2025 was $46.8 million, reconciled from GAAP Net Income of $20.8 million by adding back tax-effected transition and transaction expenses Adjusted Net Income Reconciliation (in thousands) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :----- | :------ | :------ | :------ | | Net income | $20,765 | $52,123 | $33,277 | | Add back: Transition and transaction expenses | $27,659 | $3,682 | $0 | | Tax impact on adjustments | $(1,615) | $(174) | $0 | | **Adjusted Net Income** | **$46,809** | **$55,631** | **$33,277** | [Adjusted EBITDA Reconciliation](index=10&type=section&id=Adjusted%20EBITDA%20Reconciliation) Adjusted EBITDA for Q2 2025 was $107.1 million, an increase from prior quarters, reconciled by adding back various non-cash and non-recurring expenses to GAAP Net Income Adjusted EBITDA Reconciliation (in thousands) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :----- | :------ | :------ | :------ | | Net income | $20,765 | $52,123 | $33,277 | | Interest expense | $23,932 | $14,316 | $15,476 | | Provision for income taxes | $5,574 | $6,027 | $7,427 | | Depreciation and amortization expense | $25,518 | $21,643 | $30,400 | | Accretion expense | $483 | $477 | $463 | | Long-term incentive compensation expense | $3,206 | $2,152 | $1,920 | | Transition and transaction expenses | $27,659 | $3,682 | $0 | | **Adjusted EBITDA** | **$107,137** | **$100,420** | **$88,963** | [Adjusted Diluted EPS Reconciliation](index=10&type=section&id=Adjusted%20Diluted%20EPS%20Reconciliation) Adjusted Diluted EPS for Q2 2025 was $0.34, derived from GAAP Diluted EPS of $0.15 by adjusting for tax-effected transition and transaction expenses Adjusted Diluted EPS Reconciliation | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :----- | :------ | :------ | :------ | | Earnings Per Share (diluted) | $0.15 | $0.46 | $0.26 | | Add back: Transition and transaction expenses | $0.24 | $0.03 | $0 | | Tax impact on adjustments | $(0.05) | $0 | $0 | | **Adjusted Earnings Per Share (diluted)** | **$0.34** | **$0.49** | **$0.26** | [2025E Adjusted EBITDA Outlook Reconciliation](index=11&type=section&id=2025E%20Adjusted%20EBITDA%20Outlook%20Reconciliation) The 2025 full-year Adjusted EBITDA outlook is reconciled to estimated income before income taxes, projecting a range of $420 million to $440 million 2025E Adjusted EBITDA Outlook Reconciliation (in millions) | Metric | Low Case | High Case | | :----- | :------- | :-------- | | Income before income taxes | $167 | $197 | | Interest expense | $95 | $90 | | Depreciation and amortization expense | $110 | $105 | | Accretion expense | $2 | $2 | | Long-term incentive compensation expense | $10 | $15 | | Transition and transaction expenses | $36 | $31 | | **Adjusted EBITDA** | **$420** | **$440** |

[Introduction](index=3&type=section&id=1.%20INTRODUCTION) This section outlines the MD&A's scope, currency, trading information, and important cautionary statements regarding forward-looking information and technical disclosures [MD&A Scope and Currency](index=3&type=section&id=1.1%20MD%26A%20Scope%20and%20Currency) This MD&A covers MAG Silver Corp.'s financial condition and operations for Q2 2025, prepared as of August 8, 2025, with all dollar amounts in thousands of US dollars and US$ as the functional currency - MD&A focuses on **Q2 2025** financial condition and results of operations for MAG Silver Corp[5](index=5&type=chunk) - All dollar amounts are in **thousands of United States dollars (US$)**, unless otherwise stated, with the functional currency of the parent, its subsidiaries, and its investment in Juanicipio being US$[6](index=6&type=chunk) [Trading Information and Reporting Status](index=3&type=section&id=1.2%20Trading%20Information%20and%20Reporting%20Status) MAG Silver's common shares trade on the TSX and NYSE American under the ticker symbol MAG, and the company is a reporting issuer in Canada and a foreign issuer in the U.S - Common shares trade on the Toronto Stock Exchange (TSX) and on the NYSE American, LLC both under the ticker symbol **MAG**[7](index=7&type=chunk) - MAG Silver is a reporting issuer in each of the provinces and territories of Canada and is a reporting 'foreign issuer' in the United States of America[7](index=7&type=chunk) [Cautionary Statements and Qualified Persons](index=3&type=section&id=1.3%20Cautionary%20Statements%20and%20Qualified%20Persons) The MD&A contains forward-looking statements and technical disclosures prepared in accordance with NI 43-101, with scientific and technical information approved by Qualified Persons Gary Methven and Lyle Hansen - This MD&A contains forward-looking statements which should be read in conjunction with the risk factors described in section 'Risks and Uncertainties' and the cautionary statements provided in section 'Cautionary Statements – Cautionary Note Regarding Forward-Looking Statements'[8](index=8&type=chunk) - Technical disclosure regarding the Company's properties, including use of 'Mineral Resources' and 'Mineral Reserves', has been prepared in accordance with **National Instrument 43-101 (NI 43-101)** and CIM Definition Standards[9](index=9&type=chunk) - All scientific or technical information in this MD&A is based upon information prepared by or under the supervision of, or has been approved by **Gary Methven, P.Eng.**, Vice President, Technical Services and **Lyle Hansen, P.Geo.**, Geotechnical Director; both are 'Qualified Persons' for the purposes of NI 43-101[10](index=10&type=chunk) [Description of Business](index=4&type=section&id=2.%20DESCRIPTION%20OF%20BUSINESS) MAG Silver Corp. is a Canadian mining and exploration company focused on high-grade precious metals projects in the Americas, primarily through its 44% investment in the Juanicipio Mine in Mexico and exploration programs at the Deer Trail Project in Utah and Larder Project in Canada [Company Overview and Core Assets](index=4&type=section&id=2.1%20Company%20Overview%20and%20Core%20Assets) MAG Silver Corp. is a growth-oriented Canadian mining and exploration company focused on high-grade precious metals projects in the Americas, primarily through its 44% investment in the Juanicipio Mine in Mexico and exploration programs at the Deer Trail Project in Utah and Larder Project in Canada - MAG Silver Corp. is a growth-oriented Canadian mining and exploration company focused on advancing high-grade, district scale precious metals projects in the Americas[12](index=12&type=chunk) - MAG is a top-tier primary silver mining company through its **44% investment** in the **4,000 tonnes per day ('tpd') Juanicipio mine**, operated by Fresnillo plc (56%)[12](index=12&type=chunk) - MAG is also executing multi-phase exploration programs at the **100% earn-in Deer Trail Project** in Utah and the **100% owned Larder Project** in the historically prolific Abitibi region of Canada[12](index=12&type=chunk) [Pan American Silver Corp. Transaction](index=4&type=section&id=2.2%20Pan%20American%20Silver%20Corp.%20Transaction) MAG Silver entered a definitive agreement with Pan American Silver Corp. on May 11, 2025, for Pan American to acquire all MAG shares, with shareholder approval on July 10, 2025, and closing expected in H2 2025 - On **May 11, 2025**, the Company and Pan American Silver Corp. ('Pan American') entered into a definitive agreement whereby Pan American agrees to acquire all of the issued and outstanding common shares of the Company[13](index=13&type=chunk) - On **July 10, 2025**, MAG's shareholders approved the Transaction at its special shareholders meeting[13](index=13&type=chunk) - The Transaction is expected to close in the **second half of 2025**, subject to the satisfaction of customary closing conditions, including clearance under Mexican anti-trust laws, and approval of the listing of the Pan American common shares[13](index=13&type=chunk) [Highlights – June 30, 2025 & Subsequent to Quarter End](index=5&type=section&id=3.%20HIGHLIGHTS%20%E2%80%93%20JUNE%2030,%202025%20%26%20SUBSEQUENT%20TO%20QUARTER%20END) This section highlights MAG Silver's Q2 and H1 2025 financial and operational performance, including record net income, strong Juanicipio production, and corporate and exploration updates [Q2 2025 Financial and Operational Highlights](index=5&type=section&id=3.1%20Q2%202025%20Financial%20and%20Operational%20Highlights) MAG reported record net income of $33.4 million and adjusted EBITDA of $56.4 million in Q2 2025, driven by strong performance from Juanicipio, which processed 342,515 tonnes of ore with high silver recovery and achieved record low cash and all-in sustaining costs MAG Silver Q2 2025 Financial Highlights | Metric | Q2 2025 (US$ thousands) | Per Share (US$) | | :----------------------------- | :---------------------- | :-------------- | | Net Income | 33,444 | 0.32 | | Adjusted EBITDA | 56,442 | | | Income from Juanicipio (equity) | 42,091 | | | Attributable Juanicipio Adj. EBITDA | 63,221 | | Juanicipio Q2 2025 Operational Highlights (100% basis) | Metric | Q2 2025 | | :----------------------------- | :---------------------- | | Ore Processed | 342,515 tonnes | | Silver Head Grade | 417 g/t | | Equivalent Silver Head Grade | 661 g/t | | Silver Recovery | 94.6% (up from 92.4% in Q2 2024) | | Silver Production | 4.3 million ounces | | Equivalent Silver Production | 6.6 million ounces | | Operating Cash Flow | $110,639 | | Free Cash Flow | $92,891 | | Cash Cost per Silver Ounce Sold | -$3.90 | | All-in Sustaining Cost per Silver Ounce Sold | $0.65 | - During April 2025, Juanicipio returned a total of **$61,500** to MAG: **$59,400** as a second dividend payment, and **$2,100** in interest and loan principal repayments, with all loans to Juanicipio now fully repaid[19](index=19&type=chunk) [Six Months Ended June 30, 2025 Financial and Operational Highlights](index=6&type=section&id=3.2%20Six%20Months%20Ended%20June%2030,%202025%20Financial%20and%20Operational%20Highlights) For the first half of 2025, MAG reported net income of $62.2 million and adjusted EBITDA of $112.2 million, with Juanicipio processing 679,532 tonnes of ore, achieving 95.3% silver recovery and exceeding silver production guidance with 8.8 million ounces, while maintaining strong cost performance MAG Silver H1 2025 Financial Highlights | Metric | H1 2025 (US$ thousands) | Per Share (US$) | | :----------------------------- | :---------------------- | :-------------- | | Net Income | 62,188 | 0.60 | | Adjusted EBITDA | 112,192 | | | Income from Juanicipio (equity) | 75,955 | | | Attributable Juanicipio Adj. EBITDA | 122,689 | | Juanicipio H1 2025 Operational Highlights (100% basis) | Metric | H1 2025 | | :----------------------------- | :---------------------- | | Ore Processed | 679,532 tonnes | | Silver Head Grade | 423 g/t | | Equivalent Silver Head Grade | 660 g/t | | Silver Recovery | 95.3% (up from 90.8% in H1 2024) | | Silver Production | 8.8 million ounces (surpassing guidance) | | Equivalent Silver Production | 13.1 million ounces | | Operating Cash Flow | $197,038 | | Free Cash Flow | $170,329 | | Cash Cost per Silver Ounce Sold | -$2.38 | | All-in Sustaining Cost per Silver Ounce Sold | $1.36 | - Juanicipio continued to maintain its strong cost performance with cash cost of **negative $2.38 per silver ounce sold** and all-in sustaining cost of **$1.36 per silver ounce sold**, significantly outperforming cost guidance driven by lower treatment costs, lower sustaining capital expenditures coupled with higher production output and higher by-product revenue for the first half of 2025[20](index=20&type=chunk) [Corporate and Exploration Updates](index=7&type=section&id=3.3%20Corporate%20and%20Exploration%20Updates) Corporate updates include a new board appointment and the release of the fourth annual sustainability report, while exploration efforts at Juanicipio, Deer Trail, and Larder Projects involved significant drilling and geophysical programs with notable gold intersections at Larder - John Armstrong was appointed to the Company's board of directors effective **January 31, 2025**, and later welcomed as the new Chairman of the Board on **June 18, 2025**[24](index=24&type=chunk) - On **June 19, 2025**, MAG released its fourth annual sustainability report, highlighting the Company's ongoing commitment to transparency and accountability[24](index=24&type=chunk) - During Q2 2025, **9,494 metres** (six months ended June 30, 2025: **16,486 metres**) were drilled from underground at Juanicipio, focusing on infill drilling and testing for a deep skarn target and near-mine veins, while surface drilling totaled **6,174 metres** (six months ended June 30, 2025: **7,603 metres**), testing the Cañada Honda and newly identified Magdalena structures[24](index=24&type=chunk) - During Q2 2025, MAG initiated a comprehensive geophysical program across the Deer Trail Project area, comprising an Ambient Noise Tomography ('ANT') survey as well as airborne radiometric and magnetic surveys, designed to enhance subsurface geological mapping and improve the identification of structural features, with new geochronological age dates continuing to confirm the Deer Trail Property belongs to the Bingham style family of rocks with strong mineralization potential[26](index=26&type=chunk)[71](index=71&type=chunk) - During Q2 2025, MAG commenced its field program and Phase 1 drilling program at the Italian Zone (formerly the Instant Pond Zone at the Goldstake Property), completing **5,243 metres** in nine drillholes, with significant intersections including: **21.0 g/t gold over 0.5 metre** (LP-25-001), **12.4 g/t gold over 0.5 metre** (LP-25-004) and **16.4 g/t gold over 0.7 metre** (LP-25-005)[26](index=26&type=chunk)[27](index=27&type=chunk) [Results of Juanicipio](index=10&type=section&id=4.%20RESULTS%20OF%20JUANICIPIO) This section details Juanicipio's ownership, strong operating performance, exploration updates, and significant financial and cash flow results for Q2 and H1 2025 [Ownership and Structure](index=10&type=section&id=4.1%20Ownership%20and%20Structure) MAG owns 44% of Minera Juanicipio, with Fresnillo plc operating the mine and holding the remaining 56%, while Equipos Chaparral, also 44% owned by MAG, holds the plant and mining equipment leased to Minera Juanicipio - MAG owns **44% of Minera Juanicipio, S.A. de C.V.**, which owns Juanicipio, with Fresnillo as the mine operator holding the remaining **56%**[28](index=28&type=chunk) - Equipos Chaparral, S.A. de C.V., was incorporated in the same ownership proportions as Minera Juanicipio for the purpose of holding the Juanicipio plant and mining equipment to be leased to Minera Juanicipio[28](index=28&type=chunk) [Operating Performance](index=10&type=section&id=4.2%20Operating%20Performance) Juanicipio demonstrated strong operating performance in Q2 and H1 2025, with increased material mined and processed, improved silver recovery, and significantly reduced cash and all-in sustaining costs per silver ounce, despite a decrease in silver head grade compared to the prior year Juanicipio Key Mine Performance Data (100% basis) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :----------------------------- | :------ | :------ | :------ | :------ | | Metres developed (m) | 3,596 | 3,520 | 7,250 | 7,589 | | Material mined (t) | 355,785 | 349,460 | 703,252 | 674,541 | | Material processed (t) | 342,515 | 336,592 | 679,532 | 662,275 | | Silver head grade (g/t) | 417 | 498 | 423 | 488 | | Equivalent silver head grade (g/t) | 661 | 746 | 660 | 730 | | Silver ounces sold (koz) | 3,829 | 4,272 | 7,811 | 8,267 | | Equivalent silver ounces sold (koz) | 5,648 | 5,817 | 11,127 | 11,421 | Juanicipio Safety Performance Data (100% basis) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :----------------------------- | :------ | :------ | :------ | :------ | | Lost Time Injury Frequency Rate (LTIFR) | 4.8 | 8.5 | 3.9 | 6.3 | | Total Reportable Injury Frequency Rate (TRIFR)* | 7.8 | 16.2 | 6.8 | 10.9 | - MAG reported a fatal incident at Juanicipio in **July 2025**; a full investigation was immediately launched, and this incident is not expected to affect 2025 guidance and production outlook[35](index=35&type=chunk) - Silver metallurgical recovery during the three and six months ended June 30, 2025 was **94.6%** and **95.3%**, respectively (three and six months ended June 30, 2024: 92.4% and 90.8%, respectively) reflecting the commencement of commercial pyrite and gravimetric concentrate production during Q2 2024 delivering incremental silver and gold recovery paired with ongoing optimizations in the processing plant[39](index=39&type=chunk) Juanicipio Cost Performance (100% basis) | Metric | Q2 2025 ($/oz) | Q2 2024 ($/oz) | H1 2025 ($/oz) | H1 2024 ($/oz) | | :----------------------------- | :------------- | :------------- | :------------- | :------------- | | Cash cost per silver ounce sold | (3.90) | 1.15 | (2.38) | 1.80 | | All-in sustaining cost per silver ounce sold | 0.65 | 4.49 | 1.36 | 5.27 | [Exploration Update](index=13&type=section&id=4.3%20Exploration%20Update) Juanicipio's exploration expenditures for Q2 and H1 2025 totaled $3.5 million and $4.4 million, respectively, focusing on infill underground drilling and surface drilling of the Cañada Honda and Magdalena structures, with no significant assay results yet Juanicipio Exploration Program Expenditures | Period | Expenditures (US$ thousands) | Underground Drilling (metres) | Surface Drilling (metres) | | :----- | :--------------------------- | :---------------------------- | :------------------------ | | Q2 2025 | 3,543 | 9,494 | 6,174 | | H1 2025 | 4,385 | 16,486 | 7,603 | - Underground drilling was primarily focused on infill drilling areas of the resource expected to be mined in the near to mid-term including Valdecañas, Anticipada, Ramal 1, Ramal 2 and Venadas veins[44](index=44&type=chunk) - Surface drilling was focused on further testing the Cañada Honda structure with two drill rigs drilling directional holes and one rig drilling the new Magdalena target, with no significant assay results received[44](index=44&type=chunk) [Financial Results](index=14&type=section&id=4.4%20Financial%20Results) Juanicipio's sales increased significantly in Q2 and H1 2025 due to higher realized metal prices and lower treatment charges, leading to substantial increases in gross profit and net income, despite negative foreign exchange differences Juanicipio Financial Results (100% basis) | Metric | Q2 2025 (US$ thousands) | Q2 2024 (US$ thousands) | H1 2025 (US$ thousands) | H1 2024 (US$ thousands) | | :----------------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | | Sales | 186,465 | 167,079 | 361,700 | 290,768 | | Gross profit | 128,622 | 104,757 | 249,612 | 169,621 | | Net income (100% basis) | 95,637 | 53,857 | 172,521 | 93,615 | | MAG's 44% equity income | 42,091 | 25,123 | 75,955 | 44,367 | - Sales increased by **$19,386** (Q2 2025) and **$70,932** (H1 2025) due to **13%** and **24% higher realized metal prices**, respectively, and lower treatment and refining charges[47](index=47&type=chunk)[53](index=53&type=chunk) - Production costs decreased by **$3,416** (Q2 2025) and **$6,541** (H1 2025) mainly due to lower mining costs (labor and energy) and higher stockpile inventory build-up[48](index=48&type=chunk)[53](index=53&type=chunk) - Cash operating margin increased from **76% to 80%** (Q2 2025) and **74% to 81%** (H1 2025), mainly due to positive commodity price movements, lower treatment and refining costs, and reduced operating costs[49](index=49&type=chunk)[54](index=54&type=chunk) [Cash Flow Results](index=16&type=section&id=4.5%20Cash%20Flow%20Results) Juanicipio generated strong cash flow from operating activities in Q2 and H1 2025, driven by higher operating margins, while cash used in investing activities increased due to higher working capital and capital expenditures, and financing activities saw a significant increase in cash used due to dividend payments and loan repayments to shareholders Juanicipio Cash Flow Summary (100% basis) | Metric | Q2 2025 (US$ thousands) | Q2 2024 (US$ thousands) | H1 2025 (US$ thousands) | H1 2024 (US$ thousands) | | :----------------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | | Operating activities | 110,639 | 92,766 | 197,038 | 135,286 | | Investing activities | (17,618) | (3,780) | (26,454) | (18,272) | | Financing activities | (139,904) | (68,121) | (140,028) | (108,012) | | Cash and cash equivalents, end of period | 83,717 | 51,422 | 83,717 | 51,422 | - Cash flow from operating activities increased by **$17,873** (Q2 2025) and **$61,752** (H1 2025) mainly as a result of higher operating margins driven by **13%** and **24% higher realized metal prices**, respectively[59](index=59&type=chunk)[60](index=60&type=chunk) - Net cash used in investing activities increased by **$13,837** (Q2 2025) and **$8,182** (H1 2025), mainly driven by higher working capital requirements, sustaining capital exploration, mine projects expenditures, and expansionary capital expenditures linked to the Juanicipio conveyor project[61](index=61&type=chunk)[62](index=62&type=chunk) - Net cash used in financing activities increased by **$71,783** (Q2 2025) and **$32,016** (H1 2025) due to **$135,000 of dividends** and **$4,774 of loan and interest repayments** to shareholders[63](index=63&type=chunk)[64](index=64&type=chunk) [Deer Trail Project](index=17&type=section&id=5.%20DEER%20TRAIL%20PROJECT) This section provides an overview of the Deer Trail Project, including its background, exploration activities, and associated expenditures [Background and History](index=17&type=section&id=5.1%20Background%20and%20History) MAG holds a 100% earn-in option on the Deer Trail Project in Utah, a 6,500-hectare silver-rich Carbonate Replacement Deposit, having met all minimum obligatory commitments as of June 30, 2025, and continuing to apply advanced exploration techniques - MAG has the right to earn a **100% interest** in the Deer Trail Project, which includes approximately **6,500 hectares**, with the counterparties retaining a **2% net smelter returns royalty**[65](index=65&type=chunk) - MAG has met the earn-in criteria, expending **$40,655** (target $30,000) in exploration and paying **$1,050** (target $2,000) in advanced royalty payments by June 30, 2025[65](index=65&type=chunk) - The Company believes that the Deer Trail Project is a **silver-rich Carbonate Replacement Deposit** related to one or more porphyry intrusive centres[66](index=66&type=chunk) [Exploration Activities and Results](index=18&type=section&id=5.2%20Exploration%20Activities%20and%20Results) In Q1 2025, six RC holes were completed to assess pre-collaring feasibility, with anomalous silver values noted in one hole, while Q2 2025 saw the initiation of a comprehensive geophysical program (ANT, airborne radiometric/magnetic surveys) and a 9km 2D seismic line to refine drill targets, with geochronological age dates continuing to support the Bingham family mineralization hypothesis - During Q1 2025, **six reverse circulation ('RC') holes totalling 1,783 metres** were completed at Deer Trail to assess the feasibility of pre-collaring holes, which was successful in reducing costs and increasing speed[68](index=68&type=chunk) - Anomalous silver values (**six meters of 47 g/t silver**) were noted in hole DTRC25-001, which could indicate a shallow bleeder vein[68](index=68&type=chunk) - During Q2 2025, MAG initiated a comprehensive geophysical program across the **112 km² project area**, comprising an Ambient Noise Tomography ('ANT') survey as well as airborne radiometric and magnetic surveys, designed to enhance subsurface geological mapping and improve the identification of structural features, with a **9km 2D seismic line** completed in Gold Gulch to validate, refine and rank drill targets, and new geochronological age dates continuing to confirm that the Deer Trail Property belongs to the Bingham style family of rocks with strong mineralization potential[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) [Exploration and Evaluation Expenditures](index=19&type=section&id=5.3%20Exploration%20and%20Evaluation%20Expenditures) Total exploration and evaluation expenditures for the Deer Trail Project amounted to $3,937 thousand for the six months ended June 30, 2025, primarily driven by drilling and geotechnical costs Deer Trail Project Exploration and Evaluation Expenditures | Category | H1 2025 (US$ thousands) | FY 2024 (US$ thousands) | | :----------------------------- | :---------------------- | :---------------------- | | Drilling and geotechnical | 3,531 | 8,905 | | Camp and site costs | 163 | 401 | | Land taxes and government fees | 22 | 239 | | Legal, community, consultation | 165 | 357 | | Travel | 56 | 182 | | **Total for the period** | **3,937** | **10,284** | | Balance, beginning of period | 37,599 | 27,315 | | **Total Deer Trail Project cost** | **41,536** | **37,599** | [Larder Project](index=20&type=section&id=6.%20LARDER%20PROJECT) This section provides an overview of the Larder Project, including its background, exploration activities, and associated expenditures [Background and History](index=20&type=section&id=6.1%20Background%20and%20History) MAG acquired the 100% owned Larder Project in Ontario through the acquisition of Gatling Exploration Inc. in 2022, and further expanded it by acquiring the contiguous Goldstake Property in March 2024, which hosts numerous gold zones along the Cadillac Larder Break - Through the acquisition of Gatling Exploration Inc. ('Gatling') in 2022, the Company acquired **100% of the Larder Project** in Ontario[74](index=74&type=chunk) - On **March 22, 2024**, the Company acquired **100% ownership of the Goldstake Property**, contiguous to its Larder Project, for consideration of **C$5,000**, with the Goldstake Property having shallow documented historical high-grade intercepts of **29.46 g/t gold over 10 metres** and **28.65 g/t gold over 3 metres**[75](index=75&type=chunk) - The Larder Project (inclusive of the Goldstake Property) hosts numerous gold zones along the **Cadillac Larder Break ('CLB')**, 35km east of Kirkland Lake[76](index=76&type=chunk) [Exploration Activities and Results](index=20&type=section&id=6.2%20Exploration%20Activities%20and%20Results) In Q2 2025, MAG commenced its Phase 1 drilling program at the Italian Zone (formerly Instant Pond Zone) within the Larder Project, completing 5,243 metres in nine drillholes, validating major structural theories and yielding significant gold intersections, including 21.0 g/t gold over 0.5 metre - During Q2 2025, MAG commenced its field program and Phase 1 drilling program at the **Italian Zone** (formerly the Instant Pond Zone at the Goldstake Property)[77](index=77&type=chunk) - Drilling highlights include testing of newly identified regional structures and collection of new structural data from historic gold zones, with **5,243 metres drilled in nine drillholes**[77](index=77&type=chunk) - Significant intersections include: **21.0 g/t gold over 0.5 metre** (LP-25-001 at 105.9-106.4 metres), **12.4 g/t gold over 0.5 metre** (LP-25-004 at 288.5-289 metres) and **16.4 g/t gold over 0.7 metre** (LP-25-005 at 36.1-36.8 metres)[77](index=77&type=chunk) [Exploration and Evaluation Expenditures](index=21&type=section&id=6.3%20Exploration%20and%20Evaluation%20Expenditures) Total exploration and evaluation expenditures for the Larder Project amounted to $2,644 thousand for the six months ended June 30, 2025, primarily for drilling and geotechnical work Larder Project Exploration and Evaluation Expenditures | Category | H1 2025 (US$ thousands) | FY 2024 (US$ thousands) | | :----------------------------- | :---------------------- | :---------------------- | | Acquisition of exploration property | - | 3,802 | | Drilling and geotechnical | 2,263 | 10,896 | | Camp and site costs | 189 | 1,773 | | Land taxes and government fees | 4 | 40 | | Legal, community, consultation | 148 | 535 | | Travel | 40 | 151 | | **Total for the period** | **2,644** | **17,197** | | Balance, beginning of period | 42,519 | 25,322 | | **Total Larder Project cost** | **45,163** | **42,519** | [Outlook](index=21&type=section&id=7.%20OUTLOOK) This section provides the outlook for Juanicipio, Deer Trail, and Larder Projects, detailing production forecasts, cost guidance, capital expenditures, and planned exploration activities [Juanicipio Outlook](index=21&type=section&id=7.1%20Juanicipio%20Outlook) Juanicipio's 2025 outlook forecasts silver production between 14.7-16.7 million ounces, with cash costs ranging from ($1.00) to $1.00 per silver ounce and all-in sustaining costs from $6.00 to $8.00, alongside key investments in tailings dam expansion and underground infrastructure, and significant drilling programs - All material mined at Juanicipio is now being processed through the Juanicipio processing facility, with resulting concentrates treated at market terms under offtake agreements[79](index=79&type=chunk) - For 2025, silver production at Juanicipio is forecasted to range between **14.7 million and 16.7 million ounces**, yielding between **13.1 million and 14.9 million payable ounces**[80](index=80&type=chunk) - Cost guidance reflects ongoing optimization efforts and sustaining capital investments with cash cost and all-in sustaining cost forecast to range between **($1.00) to $1.00** and **$6.00 to $8.00 per silver ounce sold**, respectively[80](index=80&type=chunk) - Sustaining capital expenditures for 2025 are estimated between **$70,000 and $80,000**, with key investments including expansion of the tailings dam and development of underground workshops, electrical and pumping infrastructure, and ventilation systems[80](index=80&type=chunk) - Expansionary capital expenditures for 2025 are estimated between **$22 million and $28 million** and are related to the installation of the underground conveyor system which is expected to be commissioned in late 2026[81](index=81&type=chunk) - Underground drilling at Juanicipio has a budget of **33,500 metres for 2025**, focusing on infill drilling and exploration holes south of the conveyor ramp and between Valdecañas and Juanicipio Veins, with a total of **17,000 metres of drilling from surface** planned for 2025, targeting Cañada Honda, Juanicipio Deep, Mesa Grande and Magdalena[82](index=82&type=chunk)[83](index=83&type=chunk) [Deer Trail Outlook](index=22&type=section&id=7.2%20Deer%20Trail%20Outlook) The Deer Trail Project's Q2 2025 geophysical surveys (ANT, radiometric, magnetic) are ongoing to refine drill targets, complemented by a surface mapping program, with the exploration focus remaining on systematically targeting high-grade polymetallic CRD/Skarn targets - In Q2 2025, MAG commenced an ANT survey, as well as completed airborne radiometric and magnetic surveys encompassing the entire project, with detailed ANT infill surveys ongoing over the Deer Trail Corridor, Alunite Ridge and Bullion Canyon[85](index=85&type=chunk) - MAG has also started a surface mapping program that will continue until snowfall expected in November 2025, with the exploration focus remaining to systematically target high-grade polymetallic CRD/Skarn targets[85](index=85&type=chunk) [Larder Project Outlook](index=22&type=section&id=7.3%20Larder%20Project%20Outlook) The Larder Project's Q2 2025 drill program at the Italian Zone, based on Q1 geological synthesis, aims to test new regional structures and follow up on early successes, with approximately 25,000 metres of drilling planned over three phases, and a field program underway to develop new targets on the Goldstake Property - Based on the Q1 2025 geological synthesis, in Q2 2025 the Larder team started a drill program at the Italian Zone, which will include testing new regional structures, collecting new structural data in historic gold zones, testing high charge-resistivity IP anomalies, and following up on early success[86](index=86&type=chunk) - Approximately **25,000 metres of drilling** is planned over a three-phase approach using two rigs[86](index=86&type=chunk) - MAG has commenced a field program to complete its coverage across the recently acquired Goldstake Property and develop more targets along the syenite intrusion north towards the Rose zone[87](index=87&type=chunk) [Summary of Quarterly Information](index=23&type=section&id=8.%20SUMMARY%20OF%20QUARTERLY%20INFORMATION) This section provides a summary of MAG Silver's selected quarterly financial data, highlighting trends in net income and income from its equity-accounted investment in Juanicipio [Selected Quarterly Financial Data](index=23&type=section&id=8.1%20Selected%20Quarterly%20Financial%20Data) MAG Silver reported increasing net income and income from its equity-accounted investment in Juanicipio over the past eight quarters, with Q2 2025 net income reaching $33.4 million ($0.32 per share), primarily driven by higher realized metal prices and volumes from Juanicipio Selected Quarterly Financial Data (US$ thousands, except per share) | Metric | 2025 Q2 | 2025 Q1 | 2024 Q4 | 2024 Q3 | 2024 Q2 | 2024 Q1 | 2023 Q4 | 2023 Q3 | | :----------------------------- | :------ | :------ | :------ | :------ | :------ | :------ | :------ | :------ | | Income from equity accounted investment in Juanicipio | 42,091 | 33,864 | 22,956 | 25,552 | 25,123 | 19,244 | 21,069 | 13,692 | | Net income | 33,444 | 28,744 | 18,978 | 22,292 | 21,614 | 14,895 | 15,694 | 8,862 | | Net income per share | 0.32 | 0.28 | 0.18 | 0.22 | 0.21 | 0.14 | 0.14 | 0.09 | - In Q1 and Q2 2025, the higher income from equity accounted investment in Juanicipio was mainly due to **higher realized metal prices** and **higher metal volumes**[90](index=90&type=chunk) - As at December 31, 2024, the Company had fully amortized its Flow-Through Share premium liability and therefore moving forward, **no further corresponding income will be recognized**[92](index=92&type=chunk) [Review of Financial Results](index=24&type=section&id=9.%20REVIEW%20OF%20FINANCIAL%20RESULTS) This section reviews MAG Silver's financial performance for Q2 and H1 2025 compared to the prior year, highlighting changes in net income, equity-accounted investment income, and expenses [Three Months Ended June 30, 2025 vs. June 30, 2024](index=24&type=section&id=9.1%20Three%20Months%20Ended%20June%2030,%202025%20vs.%20June%2030,%202024) Net income for Q2 2025 increased to $33.4 million from $21.6 million in Q2 2024, primarily driven by a significant increase in income from the equity-accounted investment in Juanicipio, despite higher general and administrative expenses and general exploration and business development costs related to the Pan American transaction MAG Silver Financial Results (Q2 YoY) | Metric | Q2 2025 (US$ thousands) | Q2 2024 (US$ thousands) | Change (US$ thousands) | | :----------------------------- | :---------------------- | :---------------------- | :--------------------- | | Income from equity accounted investment in Juanicipio | 42,091 | 25,123 | +16,968 | | General and administrative expenses | (4,838) | (3,622) | -1,216 | | General exploration and business development | (3,563) | (95) | -3,468 | | Operating Income | 33,690 | 21,406 | +12,284 | | Net income | 33,444 | 21,614 | +11,830 | - General and administrative expenses increased due to higher compensation and consulting fees (impacted by personnel and special committee fees associated with the Transaction with Pan American, higher consultant fees, and timing/allocation of personnel fees) and increased share-based compensation expense[95](index=95&type=chunk)[96](index=96&type=chunk) - General exploration and business development increased to **$3,563** during the three months ended June 30, 2025 (June 30, 2024: $95) due to costs incurred in connection to the Transaction with Pan American[97](index=97&type=chunk) - Other income decreased to **$nil** during the three months ended June 30, 2025 (June 30, 2024: $650) due to the Company fully amortizing its Flow-Through Share premium liability as of December 31, 2024[98](index=98&type=chunk) [Six Months Ended June 30, 2025 vs. June 30, 2024](index=25&type=section&id=9.2%20Six%20Months%20Ended%20June%2030,%202025%20vs.%20June%2030,%202024) Net income for H1 2025 increased to $62.2 million from $36.5 million in H1 2024, driven by a substantial increase in income from the equity-accounted investment in Juanicipio, alongside higher general and administrative expenses and general exploration and business development costs related to the Pan American transaction MAG Silver Financial Results (H1 YoY) | Metric | H1 2025 (US$ thousands) | H1 2024 (US$ thousands) | Change (US$ thousands) | | :----------------------------- | :---------------------- | :---------------------- | :--------------------- | | Income from equity accounted investment in Juanicipio | 75,955 | 44,367 | +31,588 | | General and administrative expenses | (9,802) | (7,523) | -2,279 | | General exploration and business development | (3,596) | (452) | -3,144 | | Operating Income | 62,557 | 36,392 | +26,165 | | Net income | 62,188 | 36,509 | +25,679 | - General and administrative expenses increased due to higher compensation and consulting fees (impacted by severance and personnel incentives, Pan American transaction fees, higher consultant fees, and timing/allocation of personnel fees) and increased share-based compensation expense[100](index=100&type=chunk) - General exploration and business development increased to **$3,596** during the six months ended June 30, 2025 (June 30, 2024: $452) due to costs incurred in connection to the Transaction with Pan American[101](index=101&type=chunk) - Other income decreased to **$nil** during the six months ended June 30, 2025 (June 30, 2024: $1,187) due to the Company fully amortizing its Flow-Through Share premium liability as of December 31, 2024[102](index=102&type=chunk) [Financial Position](index=26&type=section&id=10.%20FINANCIAL%20POSITION) This section summarizes MAG Silver's financial position as of June 30, 2025, detailing changes in assets, liabilities, and equity, and specifically outlining the company's investment in Juanicipio [Summary of Financial Position](index=26&type=section&id=10.1%20Summary%20of%20Financial%20Position) As of June 30, 2025, MAG's total assets increased to $642.0 million from $611.1 million at December 31, 2024, driven by an increase in cash and the equity-accounted investment in Juanicipio, offset by an increase in total liabilities and equity MAG Silver Financial Position | Metric | June 30, 2025 (US$ thousands) | December 31, 2024 (US$ thousands) | Change (US$ thousands) | | :----------------------------- | :---------------------- | :------------------------ | :--------------------- | | Cash | 171,834 | 162,347 | +9,487 | | Total current assets | 174,082 | 163,732 | +10,350 | | Investment in Juanicipio | 378,247 | 364,014 | +14,233 | | Exploration and evaluation assets | 86,699 | 80,118 | +6,581 | | Total assets | 641,966 | 611,072 | +30,894 | | Total liabilities | 23,474 | 19,739 | +3,735 | | Total equity | 618,492 | 591,333 | +27,159 | - Cash totalled **$171,834** as at June 30, 2025 compared to **$162,347** as at December 31, 2024, with the increase primarily attributable to a **$59,400 dividend payment from Juanicipio** and **$2,100 of Juanicipio loan and interest repayments**, offset by **$39,316 in dividend payments to shareholders**, and **$7,248 in exploration and evaluation expenditures**[104](index=104&type=chunk) - The equity accounted investment in Juanicipio increased from **$364,014** at December 31, 2024, to **$378,247** at June 30, 2025, mainly driven by MAG's share of earnings from Juanicipio of **$75,955**, offset by a dividend payment of **$59,400**, and **$2,053 in loan repayments**[105](index=105&type=chunk) - Exploration and evaluation assets as at June 30, 2025 increased to **$86,699** (December 31, 2024: $80,118) reflecting exploration expenditures incurred on the Deer Trail Project (**$3,937**) and the Larder Project (**$2,644**) during the six months ended June 30, 2025[106](index=106&type=chunk) [Company's Investment in Juanicipio](index=27&type=section&id=10.2%20Company%27s%20Investment%20in%20Juanicipio) MAG's investment in Juanicipio increased to $378.2 million as of June 30, 2025, from $364.0 million at December 31, 2024, reflecting MAG's share of earnings offset by significant dividend receipts and loan repayments from Juanicipio MAG Silver's Investment in Juanicipio | Metric | June 30, 2025 (US$ thousands) | December 31, 2024 (US$ thousands) | | :----------------------------- | :---------------------- | :------------------------ | | Balance, beginning of period | 364,014 | 394,622 | | Loan repayments from Juanicipio | (2,053) | (92,361) | | Dividends received from Juanicipio | (59,400) | (26,400) | | Income from equity accounted Investment in Juanicipio | 75,955 | 92,875 | | Balance, end of period | 378,247 | 364,014 | [Cash Flows](index=28&type=section&id=11.%20CASH%20FLOWS) This section summarizes MAG Silver's cash flow activities for Q2 and H1 2025, detailing the increase in cash driven by investing activities, partially offset by operating and financing activities [Summary of Cash Flow Activities](index=28&type=section&id=11.1%20Summary%20of%20Cash%20Flow%20Activities) MAG Silver's cash increased by $15.4 million in Q2 2025 and $9.5 million in H1 2025, driven by significant cash from investing activities (primarily Juanicipio dividends and loan repayments), partially offset by cash used in operating activities and financing activities (dividend payments to shareholders) MAG Silver Cash Flow Summary | Metric | Q2 2025 (US$ thousands) | Q2 2024 (US$ thousands) | H1 2025 (US$ thousands) | H1 2024 (US$ thousands) | | :----------------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | | Operating activities | (3,938) | (2,220) | (6,624) | (4,905) | | Investing activities | 58,261 | 23,190 | 54,224 | 31,843 | | Financing activities | (38,632) | 1,546 | (37,851) | 1,502 | | Increase in cash during the period | 15,433 | 22,654 | 9,487 | 28,630 | | Cash, end of period | 171,834 | 97,337 | 171,834 | 97,337 | - During the three months ended June 30, 2025, MAG used **$3,938 in cash for operations** (three months ended June 30, 2024: $2,220) primarily for the payment of corporate office and business development expenses, with the increase in cash used largely driven by spend related to the Transaction with Pan American, as well as changes in working capital items[110](index=110&type=chunk) - During the three months ended June 30, 2025, cash from investing activities amounted to **$58,261** (three months June 30, 2024: $23,190), with the increase mainly driven by a **$59,400 dividend payment** and **$2,100 of loan and interest repayments from Juanicipio**[112](index=112&type=chunk) - During the three months ended June 30, 2025, cash used in financing activities amounted to **$38,632** (three months ended June 30, 2024: cash from $1,546), with the increase mainly driven by the dividend payments to shareholders of the Company, amounting to **$39,316**[114](index=114&type=chunk) [Non-IFRS Measures](index=29&type=section&id=12.%20NON-IFRS%20MEASURES) This section introduces and reconciles non-IFRS performance measures, including cash cost per ounce, all-in sustaining cost per ounce, sustaining capital expenditures, EBITDA, Adjusted EBITDA, and free cash flow, used by management to assess operating and financial performance [Introduction to Non-IFRS Measures](index=29&type=section&id=12.1%20Introduction%20to%20Non-IFRS%20Measures) The company uses non-IFRS performance measures like Adjusted EBITDA, cash cost per ounce, all-in sustaining cost per ounce, and free cash flow to assess operating and financial performance, noting these measures are not standardized and may not be comparable to other issuers - The Company has included certain non-IFRS performance measures throughout this MD&A, which are employed by management to assess the Company's operating and financial performance and to assist in business decision-making[116](index=116&type=chunk) - These non-IFRS performance measures do not have any standardized meaning and therefore may not be comparable to similar measures presented by other issuers[116](index=116&type=chunk) - Juanicipio does not calculate this information for use by both shareholders (Fresnillo 56%, and MAG 44%), rather it is calculated by the Company solely for the Company's own disclosure purposes and may differ from the non-IFRS measures calculated and presented by Fresnillo[117](index=117&type=chunk) [Cash Cost Per Ounce](index=29&type=section&id=12.2%20Cash%20Cost%20Per%20Ounce) Juanicipio's cash cost per silver ounce sold was negative $3.90 in Q2 2025 and negative $2.38 in H1 2025, a significant decrease from the prior year, primarily due to higher by-product revenues and lower production/treatment costs - The Company has included the non-IFRS performance measure cash cost per ounce on a by-product basis, which is a common performance measure in the gold and silver mining industry but does not have any standardized meaning, with the Company following the recommendations of the Gold Institute Production Cost Standard[118](index=118&type=chunk) Reconciliation of Juanicipio Cash Cost Per Silver Ounce Sold (100% basis) | Metric | Q2 2025 (US$ thousands) | Q2 2024 (US$ thousands) | H1 2025 (US$ thousands) | H1 2024 (US$ thousands) | | :----------------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | | Production cost as reported | 36,450 | 39,866 | 70,112 | 76,653 | | By-product revenues | (62,272) | (46,608) | (112,426) | (85,351) | | Total cash costs | (14,938) | 4,911 | (18,579) | 14,884 | | Cash cost per silver ounce sold ($/ounce) | (3.90) | 1.15 | (2.38) | 1.80 | | Cash cost per equivalent silver ounce sold ($/ounce) | 8.38 | 8.86 | 8.43 | 8.78 | - The decrease in cash cost per silver ounce sold during the three and six months ended June 30, 2025 is predominantly attributable to **higher by-product revenues**, as a result of **81%** and **60% higher gold revenues**, respectively, offset by lower silver ounces sold, and was also impacted by **9%** and **9% lower production cost**, and **18%** and **15% lower treatment and refining costs**[42](index=42&type=chunk) [All-in Sustaining Cost Per Ounce](index=30&type=section&id=12.3%20All-in%20Sustaining%20Cost%20Per%20Ounce) Juanicipio's all-in sustaining cost per silver ounce sold significantly decreased to $0.65 in Q2 2025 and $1.36 in H1 2025, driven by lower cash costs, G&A expenses, and efficient capital allocation, resulting in strong all-in sustaining margins - The Company has adopted the reporting of 'all-in sustaining cost per silver ounce', which is a non-IFRS performance measure, to provide additional insight into the costs of producing silver by capturing all expenditures required for discovery, development, and sustaining production[122](index=122&type=chunk) Reconciliation of Juanicipio All-in Sustaining Costs (100% basis) | Metric | Q2 2025 (US$ thousands) | Q2 2024 (US$ thousands) | H1 2025 (US$ thousands) | H1 2024 (US$ thousands) | | :----------------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | | Total cash costs | (14,938) | 4,911 | (18,579) | 14,884 | | General and administrative expenses | 3,252 | 4,283 | 6,255 | 8,472 | | Exploration | 3,453 | 2,235 | 4,385 | 3,603 | | Sustaining capital expenditures | 10,489 | 7,329 | 18,113 | 15,927 | | All-in sustaining costs | 2,470 | 19,161 | 10,591 | 43,554 | | All-in sustaining cost per silver ounce sold ($/ounce) | 0.65 | 4.49 | 1.36 | 5.27 | | All-in sustaining margin ($/ounce) | 33.58 | 25.68 | 32.55 | 21.79 | - The decrease in all-in sustaining cost per ounce sold and all-in sustaining cost per equivalent silver ounce sold was primarily due to the decrease in cash cost per silver ounce sold and cash cost per equivalent silver ounce sold, additionally, these costs during the three and six months ended June 30, 2025 were impacted by **$1,031** and **$2,216 lower general and administrative expenses**, and **$4,160** and **$2,666 higher sustaining capital expenditures**[43](index=43&type=chunk) - For the three and six months ended June 30, 2025, the Company's attributable all-in sustaining cost for the Company was **$2.76/oz** and **$2.75/oz** respectively (three and six months ended June 30, 2024: $1.85/oz and $1.99/oz respectively) and **$1.87/oz** and **$1.93/oz** respectively (three and six months ended June 30, 2024: $1.36/oz and $1.44/oz respectively), in addition to Juanicipio's all-in-sustaining costs[129](index=129&type=chunk) [Sustaining Capital Expenditures Reconciliation](index=33&type=section&id=12.4%20Sustaining%20Capital%20Expenditures%20Reconciliation) Juanicipio's total sustaining capital expenditures (including exploration) were $13.9 million in Q2 2025 and $22.5 million in H1 2025, reconciled from cash flow used in investing activities Reconciliation of Juanicipio Sustaining Capital Expenditures (100% basis) | Metric | Q2 2025 (US$ thousands) | Q2 2024 (US$ thousands) | H1 2025 (US$ thousands) | H1 2024 (US$ thousands) | | :----------------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | | Cash used in investing activities - Juanicipio | 17,618 | 3,780 | 26,454 | 18,272 | | Total sustaining capital expenditures (including exploration) | 13,942 | 9,564 | 22,498 | 19,530 | | Total sustaining capital expenditures | 10,489 | 7,329 | 18,113 | 15,927 | [EBITDA and Adjusted EBITDA](index=33&type=section&id=12.5%20EBITDA%20and%20Adjusted%20EBITDA) MAG Silver reported Adjusted EBITDA of $56.4 million in Q2 2025 and $112.2 million in H1 2025, with its attributable interest in Juanicipio's Adjusted EBITDA being $63.2 million and $122.7 million, respectively, reflecting strong operational performance - Earnings before interest, tax, depreciation and amortization ('EBITDA') provides an indication of the Company's continuing capacity to generate income from operations before considering the Company's financing decisions and costs of amortizing capital assets[132](index=132&type=chunk) Reconciliation of MAG Silver EBITDA and Adjusted EBITDA | Metric | Q2 2025 (US$ thousands) | Q2 2024 (US$ thousands) | H1 2025 (US$ thousands) | H1 2024 (US$ thousands) | | :----------------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | | Net income after tax | 33,444 | 21,614 | 62,188 | 36,509 | | EBITDA | 33,873 | 21,555 | 62,918 | 36,686 | | MAG attributable interest in Junicipio Adjusted EBITDA | 63,221 | 52,868 | 122,689 | 88,670 | | Adjusted EBITDA | 56,442 | 50,353 | 112,192 | 83,008 | Reconciliation of Juanicipio EBITDA and Adjusted EBITDA (100% basis) | Metric | Q2 2025 (US$ thousands) | Q2 2024 (US$ thousands) | H1 2025 (US$ thousands) | H1 2024 (US$ thousands) | | :----------------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | | Juanicipio net income after tax | 95,637 | 53,857 | 172,521 | 93,615 | | Juanicipio EBITDA | 143,316 | 120,157 | 278,470 | 201,478 | | Juanicipio adjusted EBITDA | 143,684 | 120,156 | 278,838 | 201,524 | [Free Cash Flow](index=34&type=section&id=12.6%20Free%20Cash%20Flow) Juanicipio generated strong free cash flow of $92.9 million in Q2 2025 and $170.3 million in H1 2025, calculated by adjusting operating cash flow for investing activities and sustaining lease payments - The Company uses the financial measure free cash flow to supplement information in the Q2 2025 Financial Statements, believing this information evaluates Juanicipio's performance with respect to its operating cash flow capacity to meet non-discretionary outflows of cash[137](index=137&type=chunk) Reconciliation of Juanicipio Free Cash Flow (100% basis) | Metric | Q2 2025 (US$ thousands) | Q2 2024 (US$ thousands) | H1 2025 (US$ thousands) | H1 2024 (US$ thousands) | | :----------------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | | Cash flow from operating activities | 110,639 | 92,766 | 197,038 | 135,286 | | Cash flow used in investing activities | (17,618) | (3,780) | (26,454) | (18,272) | | Sustaining lease payments | (130) | (349) | (255) | (557) | | Juanicipio free cash flow | 92,891 | 88,637 | 170,329 | 116,457 | [Liquidity and Capital Resources](index=35&type=section&id=13.%20LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section details MAG Silver's liquidity and capital resources, including working capital, cash position, dividend policy, shelf prospectus, and credit facility [Working Capital and Cash Position](index=35&type=section&id=13.1%20Working%20Capital%20and%20Cash%20Position) As of June 30, 2025, MAG had working capital of $170.1 million and cash of $171.8 million, with no long-term debt, while Juanicipio also maintained strong working capital and cash balances Working Capital and Cash Position | Metric | June 30, 2025 (US$ thousands) | December 31, 2024 (US$ thousands) | | :----------------------------- | :---------------------- | :------------------------ | | MAG Working Capital | 170,149 | 160,113 | | MAG Cash | 171,834 | 162,347 | | Juanicipio Working Capital | 107,696 | 105,499 | | Juanicipio Cash | 83,717 | 53,193 | - As at June 30, 2025, MAG had working capital of **$170,149** (December 31, 2024: $160,113) including cash of **$171,834** (December 31, 2024: $162,347) and **no long-term debt**[140](index=140&type=chunk) - Future liquidity may depend upon the Company's ability to repatriate capital from Juanicipio, arrange debt or additional equity financing[140](index=140&type=chunk) [Dividends](index=35&type=section&id=13.2%20Dividends) MAG declared and paid a second dividend of $0.20 per share in May 2025 and a third dividend of $0.144 per share in August 2025, continuing its policy of a fixed quarterly dividend augmented by a cash flow-linked component based on Juanicipio's performance - In March 2025, MAG declared an inaugural fixed dividend of **$0.02 per share** and an additional cash flow linked dividend of **$0.16 per share** for a total dividend of **$0.18 per share**, with a total dividend of **$18,623** paid on April 21, 2025[141](index=141&type=chunk) - On May 8, 2025 MAG declared its second dividend, with a fixed component of **$0.02 per share** and an additional cash flow linked component of **$0.18 per share**, for a total dividend of **$0.20 per share**, with a total dividend of **$20,693** paid on May 28, 2025[142](index=142&type=chunk) - On August 8, 2025 MAG declared its third dividend, with a fixed component of **$0.02 per share** and an additional cash flow linked component of **$0.124 per share** for a total dividend of **$0.144 per share** payable on September 1, 2025[143](index=143&type=chunk) - On an ongoing basis, the Company intends to declare and pay a fixed quarterly dividend of **$0.02 per share**, augmented by a cash flow linked dividend targeted at approximately **30% of cash flows from Juanicipio** received by MAG when silver prices are above **$20 per ounce**[144](index=144&type=chunk) [Shelf Prospectus and Credit Facility](index=36&type=section&id=13.3%20Shelf%20Prospectus%20and%20Credit%20Facility) MAG filed a final short form base shelf prospectus in May 2024, allowing it to offer up to $250 million in securities, and maintains a $40 million senior secured revolving credit facility (with an accordion feature up to $75 million) but has not drawn any funds as of June 30, 2025, and remains in compliance with all covenants - On **May 31, 2024**, MAG filed a final short form base shelf prospectus allowing the Company to offer up to **$250,000 of Common Shares**, preferred shares, debt securities, subscription receipts, units and warrants or any combination thereof during the 25-month period that the Final Shelf Prospectus remains effective[147](index=147&type=chunk) - In **October 2023**, the Company entered into a **$40,000 senior secured revolving credit facility** with the Bank of Montreal, with a provision for an accordion feature whereby the facility may be increased to **$75,000**[148](index=148&type=chunk) - As of June 30, 2025, the Company has **not drawn down any funds** from its Credit Facility and is in compliance with all applicable covenants[149](index=149&type=chunk) [Contractual Obligations](index=37&type=section&id=14.%20CONTRACTUAL%20OBLIGATIONS) This section outlines MAG Silver's contractual obligations, including financing and consulting commitments, and additional contractual commitments for Juanicipio [Summary of Contractual Obligations](index=37&type=section&id=14.1%20Summary%20of%20Contractual%20Obligations) MAG and its subsidiaries have total contractual obligations of $433 thousand as of June 30, 2025, primarily for financing and consulting commitments, while Juanicipio has additional contractual commitments totaling $14.1 million for project development and operations MAG Silver Contractual Obligations (as at June 30, 2025) | Category | Total (US$ thousands) | Less than 1 year (US$ thousands) | 1-3 Years (US$ thousands) | 3-5 Years (US$ thousands) | More than 5 years (US$ thousands) | | :----------------------------- | :-------------------- | :------------------------------- | :------------------------ | :------------------------ | :-------------------------------- | | Financing and consulting contractual commitments | 433 | 321 | 112 | - | - | | **Total Obligations and Commitments** | **433** | **321** | **112** | **-** | **-** | - According to the operator, Fresnillo, as at June 30, 2025, contractual commitments including project development and for continuing operations and purchase orders issued for project capital, sustaining capital, and continuing operations total **$14,144** (December 31, 2024: $21,776) with respect to Juanicipio, both on a 100% basis[151](index=151&type=chunk) - The Company also has discretionary commitments for property option payments and exploration expenditures, with **no obligation to make any of those payments** or to conduct any work on its optioned properties[152](index=152&type=chunk) [Share Capital Information](index=38&type=section&id=15.%20SHARE%20CAPITAL%20INFORMATION) This section provides details on MAG Silver's outstanding securities, including common shares, stock options, and various share units, as of August 8, 2025 [Outstanding Securities](index=38&type=section&id=15.1%20Outstanding%20Securities) As of August 8, 2025, MAG Silver had 103.7 million common shares outstanding, with a fully diluted count of 105.9 million, including stock options, performance share units, restricted share units, and deferred share units MAG Silver Outstanding Securities (as at August 8, 2025) | Security Type | Number of shares | Exercise Price (C$) or Conversion Ratio | Remaining Life | | :----------------------------- | :--------------- | :-------------------------------------- | :------------- | | Common shares | 103,663,293 | n/a | n/a | | Stock options | 1,082,060 | C$14.64 – C$23.53 | 0.69 to 4.99 years | | Performance Share Units ("PSUs") | 429,589 | 1:1 | 0.69 to 4.99 years | | Restricted Share Units("RSUs") | 217,388 | 1:1 | 0.81 to 4.99 years | | Deferred Share Units ("DSUs") | 516,380 | 1:1 | n/a | | **Fully Diluted** | **105,908,710** | | | - Includes **119,579 PSU grants** where vesting is subject to a market price performance factor, each measured over a three-year performance period which will result in a PSU vesting range from **7,722 PSUs to 231,436 PSUs**[154](index=154&type=chunk) - Deferred Share Units are to be share settled, or cash settled at **$20.54 per share unit** pursuant to the Transaction with Pan American[155](index=155&type=chunk) [Other Items](index=38&type=section&id=16.%20OTHER%20ITEMS) This section addresses other important items, specifically the company's cybersecurity measures and oversight [Cyber Security](index=38&type=section&id=16.1%20Cyber%20Security) MAG Silver has robust cybersecurity programs and strategies in place to mitigate risks, focusing on asset protection, incident response, third-party risk reduction, and ongoing awareness, with no material breaches in the last three years and oversight from management and the Audit Committee - The Company's operations depend, in part, on the efficient operation and management of the Company's information technology and operational systems in a secure manner that minimizes cyber risks[156](index=156&type=chunk) - The Company has programs and strategies in place that are designed to mitigate the risk of cyber-attacks and to allow the Company to recover from cyber security incidents as rapidly as possible should one occur, and has **not experienced any material information security breach in the last three years**, nor has it experienced any known material losses relating to cyber-attacks or other data/information security since its inception[157](index=157&type=chunk) - The Company has policies and programs in place to manage cyber risks, focusing on protecting assets, improving detection/response, reducing third-party risks, ongoing awareness, and embedding security by design[158](index=158&type=chunk) - The Audit Committee, comprised entirely of independent directors, has been tasked with assisting the Board in fulfilling its oversight responsibilities with regard to information security and cyber risks, receiving quarterly reports from management[159](index=159&type=chunk) [Trend Information](index=39&type=section&id=17.%20TREND%20INFORMATION) This section discusses market and geopolitical trends affecting the company, as well as capital and exploration trends, including funding challenges and regulatory risks [Market and Geopolitical Trends](index=39&type=section&id=17.1%20Market%20and%20Geopolitical%20Trends) The company faces volatility in silver, gold, zinc, and lead prices, and is exposed to risks from negative geopolitical events, trade tariffs, and inflation, which could adversely affect its operations and market value - As both the price and market for silver are volatile and difficult to predict, a significant decrease in the silver price and to a lesser extent gold, zinc and lead prices, could have a **material adverse impact on the Company's operations and market value**[161](index=161&type=chunk) - Negative geopolitical events, including the ongoing Russian invasion of Ukraine and the ongoing conflicts in the Middle East, may cause increased economic volatility and adversely affect the Company[162](index=162&type=chunk) - The imposition of trade tariffs, particularly by the U.S., or other trade restrictions could have significant repercussions for Canadian and Mexican businesses, and the broader economy, with increased costs of goods and services potentially contributing to inflation[163](index=163&type=chunk) [Capital and Exploration Trends](index=39&type=section&id=17.2%20Capital%20and%20Exploration%20Trends) MAG's business is capital-intensive, requiring significant funding for property acquisition, exploration, and development, with access to capital in public markets often challenging, and community resistance or changes in mining laws, particularly in Mexico, posing risks to project advancement and property access - The nature of MAG's business is demanding of capital for property acquisition costs, exploration commitments, development and holding costs, with access to capital to fund exploration and development companies at times challenging in public markets, which could limit the Company's ability to meet its objectives[164](index=164&type=chunk) - Obtaining exploration permits in all the jurisdictions in which the Company operates often encounters First Nations and other forms of community resistance, and surface rights in Mexico are often owned by local communities or 'ejidos', with a trend of increasing ejido challenges to existing surface right usage agreements[165](index=165&type=chunk) - On **May 8, 2023**, amendments to the Mexican Federal Mining Law were published, pertaining to granting of future mining permits, transfer of permits, shortening concession life, granting of future water permits, mine reclamation, profit-sharing requirements, and management of mine waste, with numerous legal challenges to the legality and constitutionality of several aspects of these changes having been filed[166](index=166&type=chunk)[169](index=169&type=chunk) [Risks and Uncertainties](index=41&type=section&id=18.%20RISKS%20AND%20UNCERTAINTIES) This section outlines the investment and operational risks faced by MAG Silver, including the speculative nature of its securities, compliance with credit facility covenants, access to financing, and various financial instrument-related risks [Investment and Operational Risks](index=41&type=section&id=18.1%20Investment%20and%20Operational%20Risks) MAG's securities are highly speculative, and investors should consider risks detailed in regulatory filings, as the company faces risks related to compliance with credit facility covenants, access to financing for future development, potential impacts of trade tariffs, and various financial instrument-related risks including market, credit, liquidity, currency, and interest rate risks - The Company's securities should be considered a **highly speculative investment** and investors are directed to carefully consider all of the information disclosed in the Company's Canadian and U.S. regulatory filings prior to making an investment in the Company, including the risk factors discussed under the heading 'Risk Factors' in the Company's most recent Annual Information Form[170](index=170&type=chunk) - The Credit Facility includes certain customary restrictive covenants, and future exploration work and development of the properties in which the Company has an interest may depend upon the Company's ability to repatriate capital from its interest in the Juanicipio Mine, obtain financing through joint venturing of projects, raise additional debt or equity finance, maintain the Credit Facility or raise financing though other means[171](index=171&type=chunk) - The Company is exposed to a variety of financial instrument-related risks in the normal course of operations, including market risk, credit risk, liquidity risk, currency risk and interest rate risk[173](index=173&type=chunk) [Off-Balance Sheet Arrangements](index=41&type=section&id=19.%20OFF-BALANCE%20SHEET%20ARRANGEMENTS) This section confirms that MAG Silver Corp. has no off-balance sheet arrangements [No Off-Balance Sheet Arrangements](index=41&type=section&id=19.1%20No%20Off-Balance%20Sheet%20Arrangements) MAG Silver Corp. has no off-balance sheet arrangements - MAG has **no off-balance sheet arrangements**[174](index=174&type=chunk) [Related Party Transactions](index=42&type=section&id=20.%20RELATED%20PARTY%20TRANSACTIONS) This section details MAG Silver's related party transactions, including administrative and exploration services received and compensation of key management personnel [Services and Compensation](index=42&type=section&id=20.1%20Services%20and%20Com

Executive Summary & Strategic Update [Second Quarter 2025 Highlights](index=1&type=section&id=Second%20Quarter%202025%20Highlights) Owens & Minor reported solid growth in its continuing operations, primarily the Patient Direct segment, for the second quarter of 2025, while reclassifying the Products & Healthcare Services segment as discontinued operations - The company has classified its Products & Healthcare Services segment as discontinued operations, anticipating its sale to focus on the Patient Direct business[1](index=1&type=chunk)[2](index=2&type=chunk) Second Quarter and Year-to-Date 2025 Financial Summary for Continuing Operations | Metric ($ in millions, except per share data) | 2Q25 | 2Q24 | YTD 2025 | YTD 2024 | | :--------------------------------------- | :----- | :----- | :--------- | :--------- | | Revenue | $681.9 | $660.4 | $1,355.8 | $1,298.2 | | Loss from continuing operations, net of tax, GAAP | $(83.8) | $(6.7) | $(87.6) | $(20.1) | | Adj. net income from continuing operations, Non-GAAP | $20.5 | $19.3 | $43.7 | $21.9 | | Adj. EBITDA, Non-GAAP | $96.6 | $91.1 | $192.7 | $160.3 | | Loss from continuing operations, net of tax per common share, GAAP | $(1.09) | $(0.09) | $(1.14) | $(0.26) | | Adj. net income from continuing operations per share, Non-GAAP | $0.26 | $0.25 | $0.55 | $0.28 | [Strategic Business Transformation](index=1&type=section&id=Strategic%20Business%20Transformation) The company is in the final stages of divesting its Products & Healthcare Services segment, reclassifying it as discontinued operations to transform into a pure-play Patient Direct company, with management confident in future growth - The company is divesting its Products & Healthcare Services segment, reclassifying it as discontinued operations to partner with a buyer for enhanced customer support and long-term growth[1](index=1&type=chunk)[2](index=2&type=chunk) - The company will transform into a pure-play Patient Direct business, confident in its evolving leadership within this market, benefiting from favorable demographic trends and significant scale[3](index=3&type=chunk) [2025 Continuing Operations Financial Outlook](index=1&type=section&id=2025%20Continuing%20Operations%20Financial%20Outlook) The company will provide its 2025 financial outlook for continuing operations during its earnings conference call on August 11, 2025, at 8:30 AM EDT - The company will provide its 2025 financial outlook for continuing operations during the earnings conference call[4](index=4&type=chunk) [Investor Conference Call for Second Quarter 2025 Financial Results](index=1&type=section&id=Investor%20Conference%20Call%20for%20Second%20Quarter%202025%20Financial%20Results) Owens & Minor will host an investor and analyst conference call on Monday, August 11, 2025, at 8:30 AM EDT, providing dial-in numbers and a webcast link - The investor conference call will be held on Monday, August 11, 2025, at 8:30 AM EDT, accessible via toll-free dial-in or webcast[5](index=5&type=chunk) Financial Performance (Continuing Operations) [Consolidated Statements of Operations (Unaudited)](index=3&type=section&id=Consolidated%20Statements%20of%20Operations%20(unaudited)) Net revenue from continuing operations increased in Q2 and H1 2025, but the company reported a significantly expanded net loss due to substantial losses from discontinued operations and a transaction termination fee [Three Months Ended June 30. 2025](index=3&type=section&id=Three%20Months%20Ended%20June%2030.%202025) In Q2 2025, net revenue from continuing operations increased, but the net loss significantly expanded due to a transaction termination fee and substantial losses from discontinued operations Key Data from Consolidated Statements of Operations for Q2 2025 | Metric (dollars in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------- | :-------------------- | :-------------------- | | Net Revenue | $681,917 | $660,401 | | Operating (Loss) Income | $(39,710) | $16,922 | | Loss from Continuing Operations, Net of Tax | $(83,822) | $(6,742) | | Loss from Discontinued Operations, Net of Tax | $(785,236) | $(25,171) | | Net Loss | $(869,058) | $(31,913) | | Transaction Termination Fee | $80,000 | - | [Six Months Ended June 30. 2025](index=4&type=section&id=Six%20Months%20Ended%20June%2030.%202025) For the first half of 2025, net revenue from continuing operations increased, but the net loss significantly expanded due to losses from discontinued operations and a transaction termination fee Key Data from Consolidated Statements of Operations for H1 2025 | Metric (dollars in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :-------------------- | :-------------------- | | Net Revenue | $1,355,801 | $1,298,244 | | Operating (Loss) Income | $(19,919) | $23,892 | | Loss from Continuing Operations, Net of Tax | $(87,632) | $(20,135) | | Loss from Discontinued Operations, Net of Tax | $(806,408) | $(33,664) | | Net Loss | $(894,040) | $(53,799) | | Transaction Termination Fee | $80,000 | - | [Condensed Consolidated Balance Sheets (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(unaudited)) As of June 30, 2025, total assets and total shareholders' equity decreased, primarily due to the reclassification of assets and liabilities of discontinued operations, resulting in a deficit in shareholders' equity Key Data from Condensed Consolidated Balance Sheets | Metric (dollars in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :------------- | | Total Assets | $4,154,545 | $4,656,156 | | Current Assets of Discontinued Operations | $1,890,638 | $1,625,354 | | Non-Current Assets of Discontinued Operations | - | $731,193 | | Total Liabilities | $4,435,555 | $4,069,792 | | Current Liabilities of Discontinued Operations | $1,460,239 | $1,080,896 | | Non-Current Liabilities of Discontinued Operations | - | $237,894 | | Total (Deficit) Equity | $(281,010) | $586,364 | - As of June 30, 2025, total assets decreased by **10.77%** from December 31, 2024, while total liabilities increased by **9.00%**, leading to a shift from positive shareholders' equity to a deficit[12](index=12&type=chunk) [Consolidated Statements of Cash Flows (Unaudited)](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20(unaudited)) In Q2 and H1 2025, operating cash flow significantly decreased, and investing cash outflows increased, while financing cash flow turned into a net inflow in Q2, primarily due to revolving credit facility financing [Three Months Ended June 30, 2025](index=6&type=section&id=Three%20Months%20Ended%20June%2030,%202025) In Q2 2025, cash flow from operating activities decreased to $37.6 million from $116.1 million in Q2 2024, investing cash outflows increased, and financing cash flow shifted from a net outflow to a net inflow of $31.7 million Key Data from Consolidated Statements of Cash Flows for Q2 2025 | Metric (dollars in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------- | :-------------------- | :-------------------- | | Net Loss | $(869,058) | $(31,913) | | Net Cash Provided by Operating Activities | $37,610 | $116,149 | | Net Cash Used in Investing Activities | $(52,917) | $(35,170) | | Net Cash Provided by (Used in) Financing Activities | $31,699 | $(78,240) | | Cash and Cash Equivalents, End of Period | $77,087 | $273,469 | - In Q2 2025, cash flow from operating activities decreased by **67.6%** year-over-year, primarily due to an expanded net loss and changes in inventory[13](index=13&type=chunk) [Six Months Ended June 30, 2025](index=7&type=section&id=Six%20Months%20Ended%20June%2030,%202025) For the first half of 2025, cash flow from operating activities significantly decreased to $2.5 million from $63.2 million in H1 2024, investing cash outflows substantially increased, and financing cash flow shifted from a net outflow to a net inflow of $124.5 million Key Data from Consolidated Statements of Cash Flows for H1 2025 | Metric (dollars in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :-------------------- | :-------------------- | | Net Loss | $(894,040) | $(53,799) | | Net Cash Provided by Operating Activities | $2,544 | $63,187 | | Net Cash Used in Investing Activities | $(101,117) | $(37,040) | | Net Cash Provided by (Used in) Financing Activities | $124,477 | $(24,920) | | Cash and Cash Equivalents, End of Period | $77,087 | $273,469 | - For H1 2025, cash flow from operating activities decreased by **95.9%** year-over-year, primarily due to an expanded net loss and changes in accounts receivable and inventory[15](index=15&type=chunk) [Net Loss Per Common Share (Unaudited)](index=8&type=section&id=Net%20Loss%20Per%20Common%20Share%20(unaudited)) The company reported significant net losses per common share in Q2 and H1 2025, substantially higher than the prior year, primarily due to considerable losses from discontinued operations [Three Months Ended June 30, 2025](index=8&type=section&id=Three%20Months%20Ended%20June%2030,%202025) In Q2 2025, the loss from continuing operations per share was $1.09, and the loss from discontinued operations per share was $10.21, resulting in a total net loss per share of $11.30 Net Loss Per Common Share for Q2 2025 | Metric (except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--------------------------- | :-------------------- | :-------------------- | | Loss from Continuing Operations, Net of Tax, Per Share | $(1.09) | $(0.09) | | Loss from Discontinued Operations, Net of Tax, Per Share | $(10.21) | $(0.33) | | Net Loss Per Share | $(11.30) | $(0.42) | [Six Months Ended June 30, 2025](index=9&type=section&id=Six%20Months%20Ended%20June%2030,%202025) For the first half of 2025, the loss from continuing operations per share was $1.14, and the loss from discontinued operations per share was $10.46, resulting in a total net loss per share of $11.60 Net Loss Per Common Share for H1 2025 | Metric (except per share data) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------- | :-------------------- | :-------------------- | | Loss from Continuing Operations, Net of Tax, Per Share | $(1.14) | $(0.26) | | Loss from Discontinued Operations, Net of Tax, Per Share | $(10.46) | $(0.44) | | Net Loss Per Share | $(11.60) | $(0.70) | Non-GAAP Financial Measures & Reconciliations [GAAP/Non-GAAP Reconciliations (Unaudited)](index=10&type=section&id=GAAP%2FNon-GAAP%20Reconciliations%20(unaudited)) The company provides GAAP to Non-GAAP reconciliations for adjusted operating income, net income, EPS, adjusted EBITDA, net debt, and net capital expenditures for continuing operations, excluding items not reflective of core business [Operating Income, Net Income, and EPS](index=10&type=section&id=Operating%20Income,%20Net%20Income,%20and%20EPS) Reconciliations show that adjusted operating income, adjusted net income, and adjusted EPS for continuing operations are significantly higher than GAAP reported values after excluding acquisition-related, transaction termination, exit, restructuring, litigation, and financing costs GAAP/Non-GAAP Reconciliation of Operating Income, Net Income, and EPS for Continuing Operations | Metric (dollars in thousands, except per share data) | 2Q25 | 2Q24 | H1 2025 | H1 2024 | | :----------------------------------------------- | :---------- | :---------- | :----------- | :----------- | | Reported Operating (Loss) Income (GAAP) | $(39,710) | $16,922 | $(19,919) | $23,892 | | Adjusted Operating Income (Non-GAAP) | $56,870 | $52,788 | $114,012 | $82,167 | | Reported Loss from Continuing Operations, Net of Tax (GAAP) | $(83,822) | $(6,742) | $(87,632) | $(20,135) | | Adjusted Income from Continuing Operations, Net of Tax (Non-GAAP) | $20,483 | $19,306 | $43,716 | $21,868 | | Reported Loss from Continuing Operations, Net of Tax, Per Share (GAAP) | $(1.09) | $(0.09) | $(1.14) | $(0.26) | | Adjusted Income from Continuing Operations, Net of Tax, Per Share (Non-GAAP) | $0.26 | $0.25 | $0.55 | $0.28 | [Adjusted EBITDA and Net Debt](index=11&type=section&id=Adjusted%20EBITDA%20and%20Net%20Debt) The company reported growth in adjusted EBITDA for Q2 and H1 2025, derived from multiple adjustments to loss from continuing operations, while net debt is calculated by subtracting cash and cash equivalents from total debt Reconciliation of Adjusted EBITDA and Net Debt | Metric (dollars in thousands) | 2Q25 | 2Q24 | H1 2025 | H1 2024 | | :-------------------------- | :---------- | :---------- | :----------- | :----------- | | Adjusted EBITDA (Non-GAAP) | $96,635 | $91,080 | $192,653 | $160,300 | | Metric (dollars in thousands) | June 30, 2025 | March 31, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :------------ | :------------- | | Total Debt (GAAP) | $1,977,745 | $1,938,429 | $1,841,259 | | Cash and Cash Equivalents | $(38,258) | $(29,710) | $(27,572) | | Net Debt (Non-GAAP) | $1,939,487 | $1,908,719 | $1,813,687 | [Net Capital Expenditures](index=12&type=section&id=Net%20Capital%20Expenditures) The company provides a reconciliation of net capital expenditures for continuing operations, calculated by deducting capital expenditures of discontinued operations and proceeds from the sale of patient service equipment and other fixed assets from GAAP capital expenditures Reconciliation of Net Capital Expenditures for Continuing Operations | Metric (dollars in thousands) | 2Q25 | 2Q24 | H1 2025 | H1 2024 | | :-------------------------- | :---------- | :---------- | :----------- | :----------- | | Reported Capital Expenditures (GAAP) | $69,537 | $45,800 | $134,211 | $95,208 | | Capital Expenditures from Continuing Operations | $59,171 | $42,344 | $107,293 | $84,058 | | Net Capital Expenditures from Continuing Operations (Non-GAAP) | $41,051 | $24,856 | $72,289 | $50,532 | [Use of Non-GAAP Measures](index=13&type=section&id=Use%20of%20Non-GAAP%20Measures) The company utilizes Non-GAAP financial measures for internal performance evaluation, financial planning, and incentive compensation, serving as supplementary metrics for investors, but these should not replace or supersede GAAP measures - Management uses Non-GAAP financial measures to evaluate company performance, balance sheet, conduct financial and operational planning, and determine incentive compensation[29](index=29&type=chunk) - Non-GAAP financial measures serve as supplementary indicators, assisting investors in evaluating the impact of items and events on financial and operating results, and for comparison with competitors[30](index=30&type=chunk) - Non-GAAP financial measures should not be considered substitutes for or superior to GAAP financial measures, and may differ from similarly titled measures used by other companies[31](index=31&type=chunk) Company Information & Disclosures [Safe Harbor Statement](index=1&type=section&id=Safe%20Harbor) This press release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995, addressing future prospects, performance, financial results, and the P&HS business sale, while cautioning investors about inherent risks and uncertainties - This press release contains forward-looking statements concerning future prospects, financial performance, the P&HS business sale, cost savings, growth, and industry trends[7](index=7&type=chunk) - Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from expectations[7](index=7&type=chunk) - Investors should refer to the risk factors discussed in the company's 10-K, 10-Q, and 8-K reports filed with the SEC[7](index=7&type=chunk) [About Owens & Minor](index=2&type=section&id=About%20Owens%20%26%20Minor) Owens & Minor, Inc. is a Fortune 500 global healthcare solutions company providing essential products and services from hospitals to homes, operating with brands like Apria®, Byram®, and HALYARD* and employing over 20,000 people worldwide - Owens & Minor is a Fortune 500 global healthcare solutions company, providing essential products and services from hospitals to homes[8](index=8&type=chunk) - The company operates with affiliated brands such as Apria®, Byram®, and HALYARD*, employing over **20,000** people globally[8](index=8&type=chunk) [Contact Information](index=13&type=section&id=CONTACT) This section provides detailed contact information for investor relations and media inquiries, including respective email addresses - Investor contacts: Jackie Marcus or Nick Teves of Alpha IR Group (OMI@alpha-ir.com)[32](index=32&type=chunk) - Media contact: Stacy Law (media@owens-minor.com)[33](index=33&type=chunk)

E x h i b i t 9 9.2 Chunghwa Telecom Co., Ltd. and Subsidiaries Consolidated Financial Statements for the Six Months Ended June 30, 2025 and 2024 and Independent Auditors' Review Report INDEPENDENT AUDITORS' REVIEW REPORT PWCR25001369 To the Board of Directors and Stockholders of Chunghwa Telecom Co., Ltd. Introduction We have reviewed the accompanying consolidated balance sheets of Chunghwa Telecom Co., Ltd. and its subsidiaries (the "Company") as of June 30, 2025 and 2024, and the related consolidated sta ...

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited interim consolidated financial statements for Evolent Health, Inc. as of June 30, 2025, and for the three and six-month periods then ended Consolidated Balance Sheet Highlights (Unaudited) | (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $150,995 | $104,203 | | Total current assets | $562,257 | $607,117 | | Goodwill | $1,137,321 | $1,137,320 | | Total assets | $2,461,532 | $2,544,411 | | **Liabilities & Equity** | | | | Total current liabilities | $557,519 | $715,501 | | Long-term debt, net | $648,455 | $490,520 | | Total liabilities | $1,336,727 | $1,352,979 | | Total shareholders' equity | $896,005 | $1,001,259 | Consolidated Statement of Operations Highlights (Unaudited) | (in thousands, except per share data) | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | $927,977 | $1,286,798 | | Total operating expenses | $930,770 | $1,292,419 | | Operating income (loss) | $(2,793) | $(5,621) | | Net loss attributable to common shareholders | $(123,340) | $(31,608) | | Loss per common share - Basic and diluted | $(1.07) | $(0.28) | Consolidated Statement of Cash Flows Highlights (Unaudited) | (in thousands) | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(25,769) | $26,326 | | Net cash used in investing activities | $(73,624) | $(23,273) | | Net cash provided by (used in) financing activities | $98,927 | $(88,499) | | Net decrease in cash and cash equivalents | $(526) | $(85,508) | [Note 4. Transactions](index=20&type=section&id=Note%204.%20Transactions) On August 1, 2024, the company acquired certain assets of Machinify, Inc. for $28.5 million, enhancing its AI capabilities Machinify Acquisition Purchase Price Allocation (August 1, 2024) | (in thousands) | Amount | | :--- | :--- | | **Purchase Consideration** | | | Cash | $19,500 | | Fair value of contingent consideration | $9,000 | | **Total consideration** | **$28,500** | | **Allocation** | | | Technology (Intangible Asset) | $7,700 | | Goodwill | $20,809 | | Liabilities assumed | $9 | | **Net assets acquired** | **$28,500** | [Note 5. Revenue Recognition](index=20&type=section&id=Note%205.%20Revenue%20Recognition) Revenue is primarily from multi-year contracts for care management services, recognized over time, with a significant year-over-year decrease in Medicare and Performance Suite revenue Disaggregation of Revenue by Line of Business (in thousands) | Line of Business | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Medicaid | $193,018 | $217,068 | $381,142 | $432,192 | | Medicare | $109,042 | $268,673 | $224,360 | $555,633 | | Commercial and other | $142,268 | $161,404 | $322,475 | $298,973 | | **Total** | **$444,328** | **$647,145** | **$927,977** | **$1,286,798** | Disaggregation of Revenue by Product Type (in thousands) | Product Type | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Performance Suite | $267,917 | $461,602 | $570,938 | $909,820 | | Specialty Technology and Services Suite | $81,401 | $81,515 | $164,222 | $170,518 | | Administrative Services | $55,880 | $60,770 | $113,071 | $119,339 | | Cases | $39,130 | $43,258 | $79,746 | $87,121 | | **Total** | **$444,328** | **$647,145** | **$927,977** | **$1,286,798** | [Note 8. Goodwill and Intangible Assets, Net](index=25&type=section&id=Note%208.%20Goodwill%20and%20Intangible%20Assets%2C%20Net) As of June 30, 2025, the company held $1.14 billion in goodwill and $651.2 million in net intangible assets, with no impairment identified - The annual goodwill impairment test as of October 31, 2024, concluded that goodwill was not impaired, as the reporting unit's fair value exceeded its carrying value by approximately **$336.0 million**, or **13.6%**[96](index=96&type=chunk) - Amortization expense for intangible assets decreased to **$33.6 million** for the six months ended June 30, 2025, from **$44.0 million** in the prior year period, primarily because several corporate trade names were fully amortized by December 2024[99](index=99&type=chunk) [Note 9. Debt](index=29&type=section&id=Note%209.%20Debt) The company's debt includes $575 million in Convertible Senior Notes and a First Lien Credit Agreement, with a new $150.0 million facility secured to retire 2025 Notes Summary of Convertible Senior Notes (as of June 30, 2025) | Term | 2025 Notes | 2029 Notes | | :--- | :--- | :--- | | Aggregate principal amount | $172,500,000 | $402,500,000 | | Interest rate | 1.5% | 3.5% | | Maturity date | Oct 15, 2025 | Dec 1, 2029 | | Conversion price | $33.43 | $38.00 | | Carrying value | $172,119,000 | $393,880,000 | - During the six months ended June 30, 2025, the Company borrowed **$200.0 million** under its Term Loan Facility. As of June 30, 2025, **$262.5 million** was outstanding under the Term Loan and Revolving Facilities[128](index=128&type=chunk) - On June 19, 2025, the company secured a commitment letter from Ares for up to **$150.0 million** in additional debt capital to retire its 2025 Notes and for working capital[118](index=118&type=chunk) [Note 10. Commitments and Contingencies](index=33&type=section&id=Note%2010.%20Commitments%20and%20Contingencies) The company faces significant revenue concentration risk with key partners and has a Tax Receivables Agreement liability of $108.1 million Revenue Concentration by Partner (YTD) | Partner | % of Revenue YTD 2025 | % of Revenue YTD 2024 | | :--- | :--- | :--- | | Molina Healthcare, Inc. | 24.1% | 12.1% | | Cook County Health and Hospitals System | 16.5% | 11.2% | | Florida Blue Medicare, Inc. | 14.5% | 12.6% | | Centene Corporation | 11.2% | * | | Humana Insurance Company | * | 21.7% | | *Represents less than 10.0%* | | | - As of June 30, 2025, the company had a Tax Receivables Agreement (TRA) liability of **$108.1 million**, representing its obligation to pay certain pre-IPO investors 85% of specific tax benefits it realizes[136](index=136&type=chunk)[137](index=137&type=chunk) [Note 16. Investments and Equity Method Investees](index=39&type=section&id=Note%2016.%20Investments%20and%20Equity%20Method%20Investees) In Q2 2025, the company purchased the remaining interest in an equity method investment for $51.5 million, recognizing a $52.5 million loss - In Q2 2025, the company purchased the remaining portion of an equity method investment for **$51.5 million**, recognizing a loss of **$52.5 million**, which represents the difference between the fixed purchase price and the estimated fair value of the interests acquired[172](index=172&type=chunk) [Note 21. Reserve for Claims and Performance-Based Arrangements](index=46&type=section&id=Note%2021.%20Reserve%20for%20Claims%20and%20Performance-Based%20Arrangements) The company's reserve for claims and performance-based arrangements decreased to $187.3 million as of June 30, 2025, due to claims payments exceeding newly incurred costs Activity in Reserves for Claims and Performance-Based Arrangements (in thousands) | | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Balance, beginning of period | $318,705 | $404,048 | | Total claims incurred | $420,239 | $731,158 | | Total claims paid | $(551,693) | $(817,643) | | **Balance, end of period** | **$187,251** | **$317,563** | [Note 23. Subsequent Events](index=48&type=section&id=Note%2023.%20Subsequent%20Events) Subsequent to quarter-end, the "One Big Beautiful Bill Act" was enacted, and the company exchanged its Series A Preferred Shares for a new second lien term loan facility - On August 7, 2025, the company completed the exchange of its Series A Preferred Shares for a new second lien term loan facility with similar economic terms but without a common stock conversion feature[209](index=209&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=48&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance, highlighting a significant revenue decrease in H1 2025 due to contractual updates, while medical claims cost growth slowed [Recent Events and Industry Climate](index=48&type=section&id=Recent%20Events%20and%20Industry%20Climate) Medical claims costs continued to rise in H1 2025, albeit at a slower pace, and the company completed a significant financing transaction by exchanging Series A Preferred Shares - Medical claims costs in the Performance Suite continued to grow faster than historical averages in the first half of 2025, though at a slower pace than in previous quarters, impacting financial results[216](index=216&type=chunk) - On August 7, 2025, the company exchanged its Series A Preferred Shares for a new second lien term loan, which has substantively similar economic terms but lacks a common stock conversion feature[221](index=221&type=chunk) [Results of Operations](index=51&type=section&id=Results%20of%20Operations) Revenue for the first six months of 2025 decreased by 27.9% to $928.0 million due to contractual changes, leading to a shift towards higher-margin business Consolidated Results Summary (YTD) | (in thousands) | YTD 2025 | YTD 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $927,977 | $1,286,798 | $(358,821) | (27.9)% | | Cost of revenue | $725,121 | $1,075,849 | $(350,728) | (32.6)% | | Selling, general and administrative | $153,618 | $148,289 | $5,329 | 3.6% | | Operating income (loss) | $(2,793) | $(5,621) | $2,828 | 50.3% | - The decrease in total revenue for the first six months of 2025 was primarily driven by contractual updates, including transitioning a customer from Performance Suite to Specialty Technology and Services Suite (**$257.6 million** impact) and narrowing the scope with other Performance Suite customers (**$96.6 million** impact)[255](index=255&type=chunk) - Cost of revenue as a percentage of total revenue decreased from **83.6%** to **78.1%** for the six months ended June 30, year-over-year, reflecting a shift in business mix towards higher-margin product types[258](index=258&type=chunk) [Liquidity and Capital Resources](index=57&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company had $151.0 million in cash, with net cash used in operating activities of $25.8 million, primarily due to prior-year contract payments Summary of Cash Flows (in thousands) | | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(25,769) | $26,326 | | Net cash used in investing activities | $(73,624) | $(23,273) | | Net cash provided by (used in) financing activities | $98,927 | $(88,499) | - Cash used in operating activities for H1 2025 was primarily driven by **$67.5 million** in payments to clients for reconciliations of prior-year Performance Suite contracts that have since been restructured[277](index=277&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=60&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuations, with a 1% SOFR increase leading to a $2.63 million rise in annual interest expense - The company is exposed to interest rate risk on its variable-rate debt. For every **1%** increase in the SOFR, annual interest expense on outstanding term and revolving loans would increase by **$2.63 million**[294](index=294&type=chunk) [Item 4. Controls and Procedures](index=60&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[299](index=299&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=62&type=section&id=Item%201.%20Legal%20Proceedings) A shareholder derivative action was dismissed in January 2023, and a subsequent demand for litigation was refused by the Board after an investigation - A shareholder derivative action was dismissed in January 2023. The Board later investigated and refused a subsequent shareholder demand to commence litigation related to the same matters[139](index=139&type=chunk)[304](index=304&type=chunk) [Item 1A. Risk Factors](index=62&type=section&id=Item%201A.%20Risk%20Factors) The company updates its risk factors, emphasizing those related to significant indebtedness, potential need for additional financing, and restrictive covenants - The company highlights significant risks associated with its substantial debt, which could make it difficult to satisfy obligations, limit its ability to obtain additional financing, and place it at a competitive disadvantage[306](index=306&type=chunk)[314](index=314&type=chunk) - Restrictive covenants in the company's Credit Agreements impose limitations on incurring additional debt, selling assets, making investments, and paying dividends, which could interfere with business activities[316](index=316&type=chunk)[320](index=320&type=chunk) [Item 5. Other Information](index=65&type=section&id=Item%205.%20Other%20Information) On August 7, 2025, the company exchanged its Series A Preferred Shares for a new $175.0 million second lien term loan facility, removing the common stock conversion feature - On August 7, 2025, the company exchanged its Series A Preferred Shares for a new **$175.0 million** second lien term loan facility, which has similar economic terms but no equity conversion feature[323](index=323&type=chunk)[324](index=324&type=chunk) - The new Second Lien Term Loan Facility matures on December 6, 2029, and carries an interest rate of SOFR + **6.00%** or ABR + **5.00%**, subject to step-downs[325](index=325&type=chunk)[326](index=326&type=chunk)

Exhibit 99.3 Franco-Nevada Corporation Condensed Consolidated Statements of Financial Position (unaudited, in millions of U.S. dollars) | | | At June 30, | | At December 31, | | --- | --- | --- | --- | --- | | | | 2025 | | 2024 | | ASSETS | | | | | | Cash and cash equivalents (Note 4) | $ | 160.3 | $ | 1,451.3 | | Receivables | | 146.7 | | 151.8 | | Gold and silver bullion and stream inventory (Note 7) | | 7.0 | | 96.8 | | Loans receivable (Note 6) | | 17.8 | | 5.9 | | Other current assets (Note 8) | | 25.5 ...