EX-99.2
Published on
Condensed Consolidated Interim Financial Statements
For the three and six months ended June 30, 2025 and 2024
(expressed in thousands of United States dollars)
(Unaudited)
Condensed Consolidated Interim Statements of Financial Position (Unaudited, Expressed in thousands of US dollars) |  | ||||
| Notes | June 30, 2025 | December 31, 2024 | |||||||||
| ASSETS | |||||||||||
| Current | |||||||||||
| Cash and cash equivalents | $ | 310,164 | $ | 252,535 | |||||||
| Gold in trust | 11c | 1,938 | 1,704 | ||||||||
| Trade and other receivables | 16b | 31,188 | 47,232 | ||||||||
| Inventories | 7 | 56,545 | 45,679 | ||||||||
| Other current assets | 5,555 | 3,633 | |||||||||
| 405,390 | 350,783 | ||||||||||
| Non-current | |||||||||||
| Cash in trust | 3,294 | 3,072 | |||||||||
| Mining interests, plant and equipment | 9 | 1,772,566 | 1,627,810 | ||||||||
| Other financial assets | 8 | 12,567 | 12,624 | ||||||||
| Other long-term assets | 181 | 215 | |||||||||
| Total assets | $ | 2,193,998 | $ | 1,994,504 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current | |||||||||||
| Accounts payable and accrued liabilities | 10 | $ | 95,967 | $ | 76,249 | ||||||
| Income tax payable | 19,328 | 18,268 | |||||||||
| Current portion of long-term debt | 11 | 22,255 | 22,132 | ||||||||
| Warrant liabilities | 14c | 40,757 | 8,886 | ||||||||
| Current portion of deferred revenue | 13 | 5,443 | 4,354 | ||||||||
| Current portion of provisions | 12 | 3,179 | 2,979 | ||||||||
| Current portion of lease obligations | 1,968 | 1,650 | |||||||||
| 188,897 | 134,518 | ||||||||||
| Non-current | |||||||||||
| Long-term debt | 11 | 493,463 | 494,102 | ||||||||
| Deferred revenue | 13 | 197,143 | 194,025 | ||||||||
| Provisions | 12 | 31,080 | 28,822 | ||||||||
| Deferred income taxes | 57,003 | 55,011 | |||||||||
| Lease obligations | 2,971 | 2,689 | |||||||||
| Other long-term liabilities | 14f | 3,445 | 2,230 | ||||||||
| Total liabilities | 974,002 | 911,397 | |||||||||
| Equity | |||||||||||
| Share capital | 14a | 1,028,443 | 935,917 | ||||||||
| Share purchase warrants | 4,491 | 4,491 | |||||||||
| Contributed surplus | 204,204 | 209,469 | |||||||||
| Accumulated other comprehensive loss | (101,627) | (160,450) | |||||||||
| Deficit | (205,385) | (190,856) | |||||||||
| Equity attributable to owners of the Company | 930,126 | 798,571 | |||||||||
| Non-controlling interest | 15 | 289,870 | 284,536 | ||||||||
| Total equity | 1,219,996 | 1,083,107 | |||||||||
| Total liabilities and equity | $ | 2,193,998 | $ | 1,994,504 | |||||||
Commitments and contingencies | Note 12d,16c | ||||
| Subsequent events | Note 9, 14c | ||||
Approved by the Board of Directors and authorized for issue on August 7, 2025:
| "David Garofalo" (Signed) | Director | "Neil Woodyer" (Signed) | Director | ||||||||
See accompanying notes to the Condensed Consolidated Interim Financial Statements.
Page | 2
Condensed Consolidated Interim Statements of Income (Loss) (Unaudited, Expressed in thousands of US dollars, except share and per share amounts) | | ||||
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
| Notes | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | 17 | $ | 203,456 | $ | 117,185 | $ | 360,984 | $ | 224,805 | ||||||||
| Cost of sales | 18 | (93,974) | (76,994) | (176,449) | (148,327) | ||||||||||||
| Depreciation and depletion | (11,929) | (8,082) | (22,663) | (15,601) | |||||||||||||
| Social contributions | (5,562) | (2,271) | (9,896) | (5,726) | |||||||||||||
| Income from mining operations | 91,991 | 29,838 | 151,976 | 55,151 | |||||||||||||
| General and administrative costs | (5,187) | (2,053) | (9,293) | (6,260) | |||||||||||||
| Loss from investments in associates | — | (2,301) | (14) | (2,853) | |||||||||||||
| Share-based compensation | 14g | (8,136) | (1,373) | (11,920) | (3,215) | ||||||||||||
| Other income (expense) | (1,090) | (2,469) | (1,625) | (2,681) | |||||||||||||
| Income from operations | 77,578 | 21,642 | 129,124 | 40,142 | |||||||||||||
| Gain (loss) on financial instruments | 20 | (50,737) | (6,144) | (67,365) | (9,886) | ||||||||||||
| Finance income | 3,474 | 1,691 | 5,810 | 3,937 | |||||||||||||
| Finance costs | 19 | (10,833) | (6,496) | (20,870) | (13,299) | ||||||||||||
| Foreign exchange gain (loss) | (7,224) | 7,211 | (13,221) | 7,321 | |||||||||||||
| Income before income tax | 12,258 | 17,904 | 33,478 | 28,215 | |||||||||||||
| Income tax (expense) recovery | |||||||||||||||||
| Current | (31,919) | (9,941) | (50,252) | (19,310) | |||||||||||||
| Deferred | 2,720 | (2,250) | 3,043 | (3,935) | |||||||||||||
| Net income (loss) | $ | (16,941) | $ | 5,713 | $ | (13,731) | $ | 4,970 | |||||||||
| Net income (loss) attributable to: | |||||||||||||||||
| Owners of the Company | $ | (16,897) | $ | 5,713 | $ | (14,529) | $ | 4,970 | |||||||||
| Non-controlling interest | 15 | (44) | — | 798 | — | ||||||||||||
| $ | (16,941) | $ | 5,713 | $ | (13,731) | $ | 4,970 | ||||||||||
Earnings (loss) per share attributable to owners of the Company – basic | 14h | $ | (0.09) | $ | 0.04 | $ | (0.08) | $ | 0.03 | ||||||||
| Weighted average number of outstanding common shares – basic | 179,836,208 | 151,474,859 | 175,752,115 | 144,928,253 | |||||||||||||
| Earnings (loss) per share attributable to owners of the Company – diluted | 14h | $ | (0.09) | $ | 0.04 | $ | (0.08) | $ | 0.03 | ||||||||
| Weighted average number of outstanding common shares – diluted | 179,836,208 | 152,353,037 | 175,752,115 | 145,619,410 | |||||||||||||
See accompanying notes to the Condensed Consolidated Interim Financial Statements.
Page | 3
Condensed Consolidated Interim Statements of Comprehensive Income (Loss) (Unaudited, Expressed in thousands on US dollars) | | ||||
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
| Notes | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net income (loss) | $ | (16,941) | $ | 5,713 | $ | (13,731) | $ | 4,970 | |||||||||
| Other comprehensive earnings (loss): | |||||||||||||||||
| Items that will not be reclassified to profit in subsequent periods: | |||||||||||||||||
Unrealized gain on Convertible Debentures due to change in credit risk ($nil tax effect) | 11d | — | — | — | 103 | ||||||||||||
Unrealized gain (loss) on Gold Notes due to changes in credit risk (net of tax effect) ⁽¹⁾ | 11c | (182) | 2,829 | 328 | 1,313 | ||||||||||||
| Items that may be reclassified to profit in subsequent periods: | |||||||||||||||||
Foreign currency translation adjustment (net of tax effect) | 24,768 | (48,193) | 58,495 | (50,212) | |||||||||||||
| Other comprehensive income (loss) | 24,586 | (45,364) | 58,823 | (48,796) | |||||||||||||
| Comprehensive income (loss) | $ | 7,645 | $ | (39,651) | $ | 45,092 | $ | (43,826) | |||||||||
| Comprehensive income (loss) attributable to: | |||||||||||||||||
| Owners of the Company | $ | 7,689 | $ | (39,651) | $ | 44,294 | $ | (43,826) | |||||||||
| Non-controlling interest | (44) | — | 798 | — | |||||||||||||
| $ | 7,645 | $ | (39,651) | $ | 45,092 | $ | (43,826) | ||||||||||
(1)The tax effect of the unrealized gain (loss) on Gold Notes due to changes in credit risk for the three and six months ended June 30, 2025, respectively, were a recovery of $68 and an expense $121 (June 30, 2024 - expense of $485 and expense of $485).
See accompanying notes to the Condensed Consolidated Interim Financial Statements.
Page | 4
Condensed Consolidated Interim Statements of Equity (Unaudited, Expressed in thousands of US dollars, except share and per share amounts) | | ||||
| Share Capital - common shares | Share purchase warrants | Contributed surplus | Accumulated OCI | Deficit | Equity attributable to owners of the Company | Non-controlling interest | Total equity | |||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | Notes | Number | Amount | |||||||||||||||||||||||||||||
| At December 31, 2024 | 171,034,256 | $ | 935,917 | $ | 4,491 | $ | 209,469 | $ | (160,450) | $ | (190,856) | $ | 798,571 | $ | 284,536 | $ | 1,083,107 | |||||||||||||||
Exercise of options | 14d | 2,531,103 | 10,953 | — | (2,370) | — | — | 8,583 | — | 8,583 | ||||||||||||||||||||||
Exercise of warrants | 14c | 13,627,138 | 82,554 | — | — | — | — | 82,554 | — | 82,554 | ||||||||||||||||||||||
| Share issuance costs | — | (981) | — | — | — | — | (981) | — | (981) | |||||||||||||||||||||||
Share-based compensation | 14g | — | — | — | 1,641 | — | — | 1,641 | — | 1,641 | ||||||||||||||||||||||
| Non-reciprocal contributions to Soto Norte Project | — | — | — | (4,536) | — | — | (4,536) | 4,536 | — | |||||||||||||||||||||||
Comprehensive income (loss) | — | — | — | — | 58,823 | (14,529) | 44,294 | 798 | 45,092 | |||||||||||||||||||||||
| At June 30, 2025 | 187,192,497 | $ | 1,028,443 | $ | 4,491 | $ | 204,204 | $ | (101,627) | $ | (205,385) | $ | 930,126 | $ | 289,870 | $ | 1,219,996 | |||||||||||||||
Notes | Share Capital - common shares | Share purchase warrants | Contributed surplus | Accumulated OCI | Deficit | Equity attributable to owners of the Company | Non-controlling interest | Total equity | ||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||
| Number | Amount | |||||||||||||||||||||||||||||||
| At December 31, 2023 | 137,569,590 | $ | 719,806 | $ | 9,708 | $ | 181,758 | $ | (71,179) | $ | (215,438) | $ | 624,655 | $ | — | $ | 624,655 | |||||||||||||||
Exercise of options | 14d | 1,939,010 | 6,576 | — | (961) | — | — | 5,615 | — | 5,615 | ||||||||||||||||||||||
Exercise of warrants | 14c | 10,556,138 | 37,998 | (3,917) | — | — | — | 34,081 | — | 34,081 | ||||||||||||||||||||||
Share-based compensation | 14g | — | — | — | 1,079 | — | — | 1,079 | — | 1,079 | ||||||||||||||||||||||
| Conversion of convertible debenture | 3,410,526 | 11,920 | — | — | — | — | 11,920 | — | 11,920 | |||||||||||||||||||||||
| Acquisition of PSN | 6 | 15,750,000 | 151,973 | — | 28,947 | — | — | 180,920 | 283,785 | 464,705 | ||||||||||||||||||||||
Comprehensive income (loss) | — | — | — | — | (48,796) | 4,970 | (43,826) | — | (43,826) | |||||||||||||||||||||||
| At June 30, 2024 | 169,225,264 | $ | 928,273 | $ | 5,791 | $ | 210,823 | $ | (119,975) | $ | (210,468) | $ | 814,444 | $ | 283,785 | $ | 1,098,229 | |||||||||||||||
See accompanying notes to the Condensed Consolidated Interim Financial Statements.
Page | 5
Condensed Consolidated Interim Statements of Cash Flows (Unaudited, Expressed in thousands of US dollars) | | ||||
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
| Notes | 2025 | 2024 | 2025 | 2024 | |||||||||||||
Operating Activities | |||||||||||||||||
Net income | $ | (16,941) | $ | 5,713 | $ | (13,731) | $ | 4,970 | |||||||||
Adjusted for the following items: | |||||||||||||||||
| Depreciation | 11,693 | 8,391 | 22,221 | 16,152 | |||||||||||||
Loss from investments in associates | — | 2,301 | 14 | 2,853 | |||||||||||||
| Materials and supplies inventory provision | — | (33) | — | (19) | |||||||||||||
| Share-based compensation | 14g | 8,136 | 1,373 | 11,920 | 3,215 | ||||||||||||
| Finance costs | 19 | 9,992 | 6,496 | 20,029 | 13,299 | ||||||||||||
| Loss (gain) on financial instruments | 20 | 50,737 | 6,144 | 67,365 | 9,886 | ||||||||||||
| Amortization of deferred revenue and cumulative catch-up | 13a | (1,380) | (1,019) | (2,602) | (1,973) | ||||||||||||
| Unrealized foreign exchange loss (gain) | 5,693 | (7,920) | 10,760 | (7,979) | |||||||||||||
| Income tax expense | 29,199 | 12,191 | 47,209 | 23,245 | |||||||||||||
| Other | 290 | 16 | 480 | (36) | |||||||||||||
| Payment of PSUs and DSUs | 14e,f | (697) | (1,266) | (2,221) | (2,247) | ||||||||||||
Settlement of provisions | 12 | (179) | (430) | (377) | (725) | ||||||||||||
Increase in cash in trust | (965) | (311) | (21) | (437) | |||||||||||||
Changes in non-cash operating working capital items | 21 | 28,385 | (10,759) | 14,799 | (40,671) | ||||||||||||
| Operating cash flows before taxes | 123,963 | 20,887 | 175,845 | 19,533 | |||||||||||||
Income taxes paid | (42,244) | (8,497) | (47,365) | (8,497) | |||||||||||||
Net cash provided by operating activities | 81,719 | 12,390 | 128,480 | 11,036 | |||||||||||||
Investing Activities | |||||||||||||||||
Additions to mining interests, plant and equipment | 9 | (41,518) | (41,607) | (97,051) | (75,809) | ||||||||||||
Contributions to investment in associates | — | (1,270) | — | (2,646) | |||||||||||||
| Increase in cash acquired with Soto Norte Acquisition | 6 | — | 5,251 | — | 5,251 | ||||||||||||
| Acquisition costs and project funding | 6 | — | (6,085) | — | (6,085) | ||||||||||||
Capitalized interest paid (net) | 9 | (5,802) | (3,549) | (10,833) | (6,143) | ||||||||||||
Net cash used in investing activities | (47,320) | (47,260) | (107,884) | (85,432) | |||||||||||||
Financing Activities | |||||||||||||||||
Repayment of Gold Notes | 11c | (4,063) | (3,694) | (8,004) | (7,389) | ||||||||||||
Payment of lease obligations | (598) | (574) | (1,289) | (1,228) | |||||||||||||
| Interest (paid) received | (18,000) | 34 | (18,000) | (10,563) | |||||||||||||
| Increase in gold trust account | — | — | (234) | — | |||||||||||||
| Repayment of convertible debenture | 11d | — | (1,325) | — | (1,325) | ||||||||||||
Proceeds from exercise of stock options and warrants | 57,670 | 16,827 | 62,867 | 24,498 | |||||||||||||
Net cash provided by financing activities | 35,009 | 11,268 | 35,340 | 3,993 | |||||||||||||
Impact of foreign exchange rate changes on cash and equivalents | 925 | (2,238) | 1,693 | (2,562) | |||||||||||||
| Increase (decrease) in cash and cash equivalents | 70,333 | (25,840) | 57,629 | (72,965) | |||||||||||||
Cash and cash equivalents, beginning of period | 239,831 | 147,497 | 252,535 | 194,622 | |||||||||||||
Cash and cash equivalents, end of period | $ | 310,164 | $ | 121,657 | $ | 310,164 | $ | 121,657 | |||||||||
See accompanying notes to the Condensed Consolidated Interim Financial Statements.
Page | 6
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
1. Nature of Operations
Aris Mining Corporation (the “Company” or “Aris Mining”), is a company incorporated under the laws of the Province of British Columbia, Canada. The address of the Company’s registered and records office is 2900 – 550 Burrard Street, Vancouver, British Columbia, V6C 0A3. The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol “ARIS” and on the NYSE American LLC (“NYSE American”) under the symbol “ARMN”.
Aris Mining is primarily engaged in the acquisition, exploration, development and operation of gold properties in Colombia, Guyana and Canada. Aris Mining operates the Segovia Operations and Marmato Mine in Colombia. On June 28, 2024, the Company increased its interest in the Soto Norte Project, located within Colombia, from 20% to 51% (Note 6). Aris Mining also owns the Toroparu Project in Guyana and the Juby Project in Ontario, Canada.
2. Basis of Presentation
These condensed consolidated interim financial statements, as approved by the Company's Board of Directors on August 7, 2025, have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Certain disclosures required by IFRS have been condensed or omitted in the following note disclosures or are disclosed or have been disclosed on an annual basis only. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements for the years ended December 31, 2024 and 2023 (“annual financial statements”), which have been prepared in accordance with IFRS as issued by the IASB.
The financial statements have been prepared under the historical cost basis, except for certain financial assets and liabilities which are measured at fair value, and are presented in U.S. dollars. They have been prepared on a going concern basis assuming that the Company will be able to realize its assets and discharge its liabilities in the normal course of business as they come due for the foreseeable future.
3. Summary of Material Accounting Policy Information
The material accounting policies are the same as those applied in preparing the annual financial statements for the year ended December 31, 2024. These financial statements comprise the financial results of the Company and its subsidiaries.
Details regarding the Company and its principal subsidiaries as of June 30, 2025 are as follows:
| Entity | Property/ function | Registered | Functional currency (1) | Ownership Percentage | ||||||||||
| Aris Mining Corporation | Corporate | Canada | USD | 100% | ||||||||||
| Aris Mining Holdings Corp. | Corporate | Canada | USD | 100% | ||||||||||
| Aris Mining (Panama) Marmato Inc. | Corporate | Panama | USD | 100% | ||||||||||
Aris Mining Segovia | Segovia Operations | Colombia | COP | 100% | ||||||||||
Aris Mining Marmato | Marmato Mine | Colombia | COP | 100% | ||||||||||
Minerales Andinos de Occidente, S.A.S. | Marmato Zona Alta | Colombia | COP | 100% | ||||||||||
Minera Croesus S.A.S. | Marmato Zona Alta | Colombia | COP | 100% | ||||||||||
MIC Global Mining Ventures S.L. | Soto Norte Project | Spain | USD | 51% | ||||||||||
ETK Inc. | Toroparu Project | Guyana | USD | 100% | ||||||||||
(1)“USD” = U.S. dollar; “COP” = Colombian peso.
Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Accounting policies of subsidiaries have been aligned, where necessary, to ensure consistency with the policies adopted by the Company.
Page | 7
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
3. Summary of Material Accounting Policy Information (cont.)
New accounting standards issued but not effective
IFRS 18 – Presentation and Disclosure in Financial Statements
On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in the Financial Statements (“IFRS 18”) replacing IAS 1. IFRS 18 introduces categories and defined subtotals in the statement of profit or loss, disclosures on management-defined performance measures, and requirements to improve the aggregation and disaggregation of information in the financial statements. As a result of IFRS 18, amendments to IAS 7 Statement of Cash Flows were also issued to require that entities use the operating profit subtotal as the starting point for the indirect method of reporting cash flows from operating activities and also to remove presentation alternatives for interest and dividends paid and received. Similarly, amendments to IAS 33 Earnings per Share were issued to permit disclosure of additional earnings per share figures using any other component of the statement of profit or loss, provided the numerator is a total or subtotal defined under IFRS 18. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted. The Company is currently assessing the impact of the standard on its financial statements.
4. Significant Accounting Judgments, Estimates and Assumptions
Judgments, estimates and assumptions are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The significant judgments, estimates and assumptions made by management in applying the Company’s accounting policies are the same as those that applied to the consolidated annual financial statements for the years ended December 31, 2024 and 2023.
5. Segment Disclosures
Reportable segments are consistent with the geographic regions in which the Company’s projects are located. In determining the Company’s segment structure, the basis on which the chief operating decision maker reviews the financial and operational performance was considered and whether any of the Company’s mining operations share similar economic, operational and regulatory characteristics. The Company considers its Segovia Operations and Marmato Mine in Colombia, its Toroparu Project in Guyana, its Soto Norte Project in Colombia and its corporate functions in Canada and other corporate entities as its reportable segments.
| Segovia | Marmato | Toroparu | Soto Norte | Corporate and Other | Total | |||||||||||||||
| Three months ended June 30, 2025 | ||||||||||||||||||||
| Revenue | $ | 180,348 | $ | 23,108 | $ | — | $ | — | $ | — | $ | 203,456 | ||||||||
| Cost of sales | (76,566) | (17,408) | — | — | — | (93,974) | ||||||||||||||
| Depreciation and depletion | (10,721) | (1,052) | — | — | (156) | (11,929) | ||||||||||||||
| Social contributions | (5,181) | (381) | — | — | — | (5,562) | ||||||||||||||
| Income from mining operations | 87,880 | 4,267 | — | — | (156) | 91,991 | ||||||||||||||
| Gain (loss) on financial instruments | — | — | — | — | (50,737) | (50,737) | ||||||||||||||
| Finance costs | (501) | (63) | (4) | (860) | (9,405) | (10,833) | ||||||||||||||
| Income taxes | (27,362) | (1,767) | — | — | (70) | (29,199) | ||||||||||||||
Segment net income (loss) | 49,058 | 344 | (35) | — | (66,308) | (16,941) | ||||||||||||||
| Capital expenditures | 17,699 | 26,044 | 2,736 | 2,970 | — | 49,449 | ||||||||||||||
| Three months ended June 30, 2024 | ||||||||||||||||||||
| Revenue | $ | 103,165 | $ | 14,020 | $ | — | $ | — | $ | — | $ | 117,185 | ||||||||
| Cost of sales | (62,282) | (14,712) | — | — | — | (76,994) | ||||||||||||||
| Depreciation and depletion | (6,768) | (1,156) | — | — | (158) | (8,082) | ||||||||||||||
| Social contributions | (2,120) | (151) | — | — | — | (2,271) | ||||||||||||||
| Income from mining operations | 31,995 | (1,999) | — | — | (158) | 29,838 | ||||||||||||||
| Gain (loss) on financial instruments | — | — | — | — | (6,144) | (6,144) | ||||||||||||||
| Interest and accretion | (558) | (83) | (17) | — | (5,838) | (6,496) | ||||||||||||||
| Income taxes | (12,548) | 357 | — | — | — | (12,191) | ||||||||||||||
| Segment net income (loss) | 26,676 | (896) | 25 | (6,231) | (13,861) | 5,713 | ||||||||||||||
| Capital expenditures | 23,678 | 20,660 | 1,194 | — | 2,362 | 47,894 | ||||||||||||||
Page | 8
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
5. Segment Disclosures (cont.)
| Segovia | Marmato | Toroparu | Soto Norte | Corporate and Other | Total | |||||||||||||||
| Six months ended June 30, 2025 | ||||||||||||||||||||
| Revenue | $ | 318,731 | $ | 42,253 | $ | — | $ | — | $ | — | $ | 360,984 | ||||||||
| Cost of sales | (143,657) | (32,792) | — | — | — | (176,449) | ||||||||||||||
| Depreciation and depletion | (20,483) | (1,867) | — | — | (313) | (22,663) | ||||||||||||||
| Social contributions | (9,238) | (658) | — | — | — | (9,896) | ||||||||||||||
| Income from mining operations | 145,353 | 6,936 | — | — | (313) | 151,976 | ||||||||||||||
| Gain (loss) on financial instruments | — | — | — | — | (67,365) | (67,365) | ||||||||||||||
| Finance costs | (1,043) | (128) | (6) | (889) | (18,804) | (20,870) | ||||||||||||||
| Income taxes | (44,517) | (2,810) | — | — | 118 | (47,209) | ||||||||||||||
Segment net income (loss) | 74,802 | (5,704) | (51) | 1,718 | (84,496) | (13,731) | ||||||||||||||
| Capital expenditures | 30,020 | 55,933 | 5,147 | 7,531 | — | 98,631 | ||||||||||||||
| Six months ended June 30, 2024 | ||||||||||||||||||||
| Revenue | $ | 198,872 | $ | 25,933 | $ | — | $ | — | $ | — | $ | 224,805 | ||||||||
| Cost of sales | (120,231) | (28,096) | — | — | — | (148,327) | ||||||||||||||
| Depreciation and depletion | (13,522) | (1,796) | — | — | (283) | (15,601) | ||||||||||||||
| Social contributions | (4,409) | (1,317) | — | — | — | (5,726) | ||||||||||||||
| Income from mining operations | 60,710 | (5,276) | — | — | (283) | 55,151 | ||||||||||||||
| Gain (loss) on financial instruments | — | — | — | — | (9,886) | (9,886) | ||||||||||||||
| Interest and accretion | (1,209) | (128) | (44) | — | (11,918) | (13,299) | ||||||||||||||
| Income taxes | (23,900) | 655 | — | — | — | (23,245) | ||||||||||||||
| Segment net income (loss) | 43,221 | (2,834) | — | (2,811) | (32,606) | 4,970 | ||||||||||||||
| Capital expenditures | 40,150 | 38,607 | 3,630 | — | 2,586 | 84,973 | ||||||||||||||
| As at June 30, 2025 | ||||||||||||||||||||
| Total assets | $ | 370,976 | $ | 501,654 | $ | 360,781 | $ | 600,491 | $ | 360,096 | $ | 2,193,998 | ||||||||
| Total liabilities | (112,541) | (195,863) | (84,780) | (8,920) | (571,898) | (974,002) | ||||||||||||||
| As at December 31, 2024 | ||||||||||||||||||||
| Total assets | $ | 338,570 | $ | 436,730 | $ | 355,865 | $ | 592,104 | $ | 271,235 | $ | 1,994,504 | ||||||||
| Total liabilities | (98,826) | (179,178) | (84,761) | (11,416) | (537,216) | (911,397) | ||||||||||||||
6. Acquisition of Additional Interest in the Soto Norte Project
On June 28, 2024, the Company acquired an additional 31% joint venture interest in the Soto Norte Project from MDC Industry Holding Company LLC ("Mubadala"), resulting in the Company increasing its ownership interest in the Soto Norte Project to 51% and obtaining control over the Soto Norte Project.
The consideration for this acquisition was comprised of:
The consideration for this acquisition was comprised of:
•15,750,000 common shares issued to Mubadala, and
•6,000,000 common shares issuable to Mubadala upon the receipt of an environmental license for the Soto Norte Project.
The transaction has been accounted for as an asset acquisition, as it did not meet the criteria for a business combination under IFRS 3, Business Combinations. This classification reflects consideration of the concentration test and the early stage of exploration and evaluation of PSN, where significant inputs and processes that constitute a business have not yet been established. As a result, the consideration paid has been allocated to the acquired assets and assumed liabilities based on their relative fair value. Additionally, the Company has capitalized acquisition costs related to the PSN Transaction as part of the total consideration paid.
Page | 9
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
6. Acquisition of Additional Interest in the Soto Norte Project (cont.)
The total consideration paid was allocated based on the relative fair value of the assets and the liabilities acquired as shown below:
| Consideration paid | |||||
| 15,750,000 common shares issued and 6,000,000 contingently issuable common shares of Aris Mining (Note 14b) | $ | 180,920 | |||
| Previously held interest in the Soto Norte Project | 108,363 | ||||
| Acquisition costs and project funding ⁽¹⁾ | 6,085 | ||||
Total consideration paid | $ | 295,368 | |||
| Fair value of assets acquired and liabilities assumed | |||||
| Cash and cash equivalents | $ | 5,251 | |||
| Prepaid expenses and other receivables | 213 | ||||
| Mining interests, plant and equipment (Note 9) | 4,790 | ||||
| Exploration and evaluation assets (Note 9) | 578,110 | ||||
| Accounts payable and accrued liabilities | (2,511) | ||||
| Reclamation and rehabilitation provision (Note 12) | (1,690) | ||||
| Deferred revenue (Note 13c) | (5,010) | ||||
| Non-controlling interest | (283,785) | ||||
| Assets acquired and liabilities assumed | $ | 295,368 | |||
(1)Acquisition costs and project funding consist of legal and advisory fees associated with the transaction ($1.0 million) and funding advanced by the Company on behalf of Mubadala prior to the close of the transaction ($5.1 million).
The fair values of cash and cash equivalents, prepaid expenses and other receivables, and accounts payable and accrued liabilities (each of which is a Level 1 fair value measurement) was determined to approximate their carrying amounts. The Company retained an independent valuation specialist to assist with the determination of the fair value of the mining interests, plant and equipment, and exploration and evaluation assets acquired, with consideration given to both market and income-based valuation methodologies (a Level 3 fair value measurement). The Company estimated the fair value of the Soto Norte Project using a market multiples approach based on comparable public companies that operate in similar jurisdictions and precedent transactions. The fair value of the reclamation and rehabilitation provision was determined using the estimated inflated undiscounted costs to be incurred with respect to remediation of current disturbances and reclamation activities related to the existing infrastructure of the Soto Norte Project. The streaming obligation has been recognized at fair value using a discounted cash flow model using discount rates that reflect the risks inherent in the expected future cash flows at the acquisition date.
Prior to June 28, 2024, the Soto Norte Project was accounted for as an investment in associate under the equity method, as the Company had significant influence over the Soto Norte Project. Subsequent to the acquisition of the additional 31% interest in the Soto Norte Project, the Company obtained control and began consolidating the Soto Norte Project. As a result, the Company ceased equity accounting for its investment and its previously-held interest was reclassified to form part of the consideration paid for the acquisition.
The following table summarizes the change in the carrying amount of the Company’s investment in Soto Norte:
| Amount | |||||
| Investment in associate as of December 31, 2023 | $ | 108,527 | |||
| Company’s share of the loss from the associate | (2,811) | ||||
| Cash contributions to Soto Norte | 2,647 | ||||
| Reclassification of investment | (108,363) | ||||
| Investment in associate as of December 31, 2024 | $ | — | |||
Summarized financial information for the Soto Norte Project during the period in which the Company exercised significant influence, on a 100% basis and reflecting adjustments made by the Company, including fair value adjustments made at the time of acquisition and adjustments for differences in accounting policies, is as follows:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Project expenses | $ | — | $ | (7,067) | $ | — | $ | (13,022) | ||||||
| Net loss and comprehensive loss of associate | $ | — | $ | (11,402) | $ | — | $ | (14,054) | ||||||
Company’s equity share of the net loss and comprehensive loss of associate – 20% | $ | — | $ | (2,280) | $ | — | $ | (2,811) | ||||||
Page | 10
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
7. Inventories
| June 30, 2025 | December 31, 2024 | |||||||
| Finished goods | $ | 7,868 | $ | 9,295 | ||||
| Metal in circuit | 1,236 | 573 | ||||||
| Ore stockpiles | 3,333 | 2,563 | ||||||
| Materials and supplies | 44,108 | 33,248 | ||||||
| Total | $ | 56,545 | $ | 45,679 | ||||
During the three and six months ended June 30, 2025, the total cost of inventories recognized in the consolidated statements of income (loss) amounted to $86.4 million and $162.5 million, respectively (2024 - $72.8 million and $140.0 million). As at June 30, 2025, materials and supplies are recorded net of an obsolescence provision of $3.6 million (December 31, 2024 - $3.8 million).
8. Other Financial Assets
On October 31, 2023, the Company subscribed for C$5.0 million of Denarius Convertible Debentures ("Denarius Debenture"). The Denarius Debenture is due, in cash, on October 19, 2028 and may be converted into common shares of Denarius at a conversion price of C$0.45 per share. The Denarius Debenture pays interest monthly at a rate of 12.0% per annum and also pays quarterly in cash an amount equal to the Gold Premium (as defined below) multiplied by the principal amount of the Denarius Debenture. The Gold Premium is calculated as the percentage equal to (i) 25% of the amount, if any, by which the London P.M. Fix exceeds $1,800 per ounce, divided by (ii) $1,800.
During the year ended December 31, 2024, Denarius delayed the commencement of the Gold Premium payment by one year and extended the maturity date by one year to October 19, 2029. As consideration, the Company received a consent fee equal to two percent, which was satisfied through the issuance of additional debentures. As a result, the total aggregate principal amount of the Denarius Convertible Debenture as at December 31, 2024 was C$5.1 million.
During the six months ended June 30, 2025, Denarius amended the Convertible Debentures to allow it to issue common shares to satisfy the monthly interest payments from June 30, 2025 to May 31, 2026 (inclusive) and the Gold Premium payments payable on each of January 31, 2026 and April 30, 2026. As consideration, the Company received a consent fee equal to two percent of the principal amount of C$5.1 million, which was satisfied through the issuance of additional debentures. As a result, the total aggregate principal amount of the Denarius Convertible Debenture as at June 30, 2025 is C$5.2 million.
The Company also owns common shares and warrants in Denarius, together with the Convertible Debentures (collectively "investment in Denarius"). The Company’s investment in Denarius is carried at $12.6 million at June 30, 2025. During the three and six months ended June 30, 2025, the Company recognized a gain of $0.2 million and a loss of $0.1 million, respectively, in gain (loss) on financial instruments related to the change in fair value of the investment in the period (three and six months ended June 30, 2024 - loss of $1.5 million and a gain of $1.6 million, respectively).
| Common shares | Warrants | Convertible Debenture | Total | |||||||||||
| Other financial asset as at December 31, 2023 | $ | 3,996 | $ | 249 | $ | 5,511 | $ | 9,756 | ||||||
| Change in fair value | 895 | (98) | 2,071 | 2,868 | ||||||||||
| Other financial asset as at December 31, 2024 | $ | 4,891 | $ | 151 | $ | 7,582 | $ | 12,624 | ||||||
| Issuance of additional Denarius Debenture | — | — | 102 | 102 | ||||||||||
| Change in fair value | (1,295) | (73) | 1,209 | (159) | ||||||||||
| Other financial asset as at June 30, 2025 | $ | 3,596 | $ | 78 | $ | 8,893 | $ | 12,567 | ||||||
Page | 11
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
9. Mining Interest, Plant & Equipment
| Plant and equipment ⁽¹⁾ | Construction in progress | Depletable mineral properties | Non-depletable development projects | Exploration ⁽²⁾ projects | Total | |||||||||||||||
| Cost | ||||||||||||||||||||
| Balance at December 31, 2024 | $ | 191,751 | $ | 67,294 | $ | 425,896 | $ | 287,446 | $ | 1,122,495 | $ | 2,094,882 | ||||||||
| Additions | 8,395 | 9,230 | 33,892 | 35,761 | 11,353 | 98,631 | ||||||||||||||
| Disposals | (1,864) | — | — | — | — | (1,864) | ||||||||||||||
| Transfers | 14,130 | (14,130) | 9,818 | — | (9,818) | — | ||||||||||||||
| Change in decommissioning liability (Note 12) | — | — | (788) | — | 137 | (651) | ||||||||||||||
| Capitalized interest and accretion | — | — | — | 17,643 | — | 17,643 | ||||||||||||||
| Exchange difference | 12,537 | 5,422 | 42,097 | 14,659 | 1,448 | 76,163 | ||||||||||||||
| Balance at June 30, 2025 | $ | 224,949 | $ | 67,816 | $ | 510,915 | $ | 355,509 | $ | 1,125,615 | $ | 2,284,804 | ||||||||
| Accumulated Depreciation and Impairment Charges | ||||||||||||||||||||
| Balance at December 31, 2024 | $ | (92,966) | $ | — | $ | (194,630) | $ | — | $ | (179,476) | $ | (467,072) | ||||||||
| Depreciation | (8,818) | — | (13,403) | — | — | (22,221) | ||||||||||||||
| Disposals | 1,403 | — | — | — | — | 1,403 | ||||||||||||||
| Exchange difference | (8,160) | — | (16,188) | — | — | (24,348) | ||||||||||||||
| Balance at June 30, 2025 | $ | (108,541) | $ | — | $ | (224,221) | $ | — | $ | (179,476) | $ | (512,238) | ||||||||
| Net book value at December 31, 2024 | $ | 98,785 | $ | 67,294 | $ | 231,266 | $ | 287,446 | $ | 943,019 | $ | 1,627,810 | ||||||||
| Net book value at June 30, 2025 | $ | 116,408 | $ | 67,816 | $ | 286,694 | $ | 355,509 | $ | 946,139 | $ | 1,772,566 | ||||||||
| Plant and equipment ⁽¹⁾ | Construction in progress | Depletable mineral properties | Non-depletable development projects | Exploration projects | Total | |||||||||||||||
| Cost | ||||||||||||||||||||
| Balance at December 31, 2023 | $ | 189,414 | $ | 64,342 | $ | 427,287 | $ | 216,723 | $ | 521,200 | $ | 1,418,966 | ||||||||
| Additions | 13,534 | 40,087 | 49,434 | 66,696 | 25,680 | 195,431 | ||||||||||||||
| Acquisition of PSN (Note 6) | 4,790 | — | — | — | 578,110 | 582,900 | ||||||||||||||
| Disposals | (3,973) | (334) | — | — | — | (4,307) | ||||||||||||||
| Transfers | 9,142 | (26,577) | 17,435 | — | — | — | ||||||||||||||
| Change in decommissioning liability (Note 12) | — | — | 763 | — | (517) | 246 | ||||||||||||||
| Capitalized interest | — | — | — | 22,577 | — | 22,577 | ||||||||||||||
| Exchange difference | (21,156) | (10,224) | (69,023) | (18,550) | (1,978) | (120,931) | ||||||||||||||
| Balance at December 31, 2024 | $ | 191,751 | $ | 67,294 | $ | 425,896 | $ | 287,446 | $ | 1,122,495 | $ | 2,094,882 | ||||||||
| Accumulated Depreciation and Impairment Charges | ||||||||||||||||||||
| Balance at December 31, 2023 | $ | (91,854) | $ | — | $ | (204,183) | $ | — | $ | (179,476) | $ | (475,513) | ||||||||
| Depreciation | (16,513) | — | (18,291) | — | — | (34,804) | ||||||||||||||
| Disposals | 1,684 | — | — | — | — | 1,684 | ||||||||||||||
| Exchange difference | 13,717 | — | 27,844 | — | — | 41,561 | ||||||||||||||
| Balance at December 31, 2024 | $ | (92,966) | $ | — | $ | (194,630) | $ | — | $ | (179,476) | $ | (467,072) | ||||||||
| Net book value at December 31, 2023 | $ | 97,560 | $ | 64,342 | $ | 223,104 | $ | 216,723 | $ | 341,724 | $ | 943,453 | ||||||||
| Net book value at December 31, 2024 | $ | 98,785 | $ | 67,294 | $ | 231,266 | $ | 287,446 | $ | 943,019 | $ | 1,627,810 | ||||||||
(1)Plant and equipment as of June 30, 2025 include Right of Use Assets with a net book value of $5.0 million (December 31, 2024 - $5.1 million).
(2)Subsequent to June 30, 2025, the Company announced the signing of a definitive asset purchase agreement for the sale of the Juby Project to McFarlane Lake Mining Limited ("McFarlane") for deemed consideration of $22.0 million, which is comprised of $10.0 million in cash and common shares of McFarlane up to a maximum of 19.9% of McFarlane's post-financing share capital. Completion of the transaction is conditional on McFarlane raising at least $10.0 million in gross proceeds from a concurrent financing and other customary closing conditions.
Page | 12
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
9. Mining Interest, Plant & Equipment (cont.)
The capitalized interest is broken down as follows:
| June 30, 2025 | December 31, 2024 | |||||||
| Capitalized Interest - Gold Notes (Note 11c) | $ | 11,001 | $ | 13,863 | ||||
| Capitalized Interest - Deferred Revenue (Note 13a) | 6,810 | 8,738 | ||||||
| Capitalized Interest - Other | (168) | (24) | ||||||
| Total | $ | 17,643 | $ | 22,577 | ||||
10. Accounts Payable and Accrued Liabilities
| June 30, 2025 | December 31, 2024 | |||||||
| Trade payables related to operating, general and administrative expenses | $ | 67,492 | $ | 53,901 | ||||
| Trade payables related to capital expenditures | 14,660 | 15,796 | ||||||
| Other provisions | 3,761 | 3,338 | ||||||
| DSU and PSU liability (Note 14e,f) | 10,054 | 3,214 | ||||||
| Total | $ | 95,967 | $ | 76,249 | ||||
11. Long-term Debt
| June 30, 2025 | December 31, 2024 | |||||||
| 2026 Senior Notes (a) | $ | — | $ | — | ||||
| 2029 Senior Notes (b) | 445,839 | 449,289 | ||||||
| Gold Notes (c) | 69,879 | 66,945 | ||||||
| Convertible debentures (d) | — | — | ||||||
| Total | 515,718 | 516,234 | ||||||
| Less: current portion | (22,255) | (22,132) | ||||||
| Non-current portion | $ | 493,463 | $ | 494,102 | ||||
a)Senior Unsecured Notes due 2026 (“2026 Senior Notes”)
The key terms of the 2026 Senior Notes are summarized in the annual financial statements.
| Amount | |||||
| Carrying value of the debt as at December 31, 2023 | $ | 300,608 | |||
| Interest expense accrued | 18,276 | ||||
| Interest expense paid | (26,411) | ||||
| Accretion of discount (Note 19) | 2,010 | ||||
| Loss on settlement | 11,463 | ||||
| Redemption of debt | (305,946) | ||||
| As at December 31, 2024 | $ | — | |||
Page | 13
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
11. Long-term Debt (cont.)
b)Senior Unsecured Notes due 2029 (“2029 Senior Notes”)
The key terms of the 2029 Senior Notes are summarized in the annual financial statements.
| Amount | |||||
| Principal amount of Senior Notes issued on October 31, 2024 | $ | 450,000 | |||
| Initial transaction costs | (8,706) | ||||
| Value allocated to prepayment option | 5,335 | ||||
| Carrying value of the debt on issue date | $ | 446,629 | |||
| Interest expense accrued | 6,000 | ||||
| Accretion (Note 19) | 235 | ||||
| Carrying value of debt as at December 31, 2024 | $ | 452,864 | |||
| Interest expense accrued | 18,000 | ||||
| Interest expense paid | (18,000) | ||||
| Accretion (Note 19) | 725 | ||||
| Carrying value of debt as at June 30, 2025 | $ | 453,589 | |||
| Embedded derivative asset | |||||
| Value allocated to prepayment option at the issue date | $ | 5,335 | |||
| Change in FVTPL (Note 20) | (1,760) | ||||
| Carrying value of embedded derivative asset as at December 31, 2024 | $ | 3,575 | |||
| Change in FVTPL (Note 20) | 4,175 | ||||
| Carrying value of embedded derivative asset as at June 30, 2025 | $ | 7,750 | |||
| Total carrying value of the Senior Notes 2029 as at June 30, 2025 | 445,839 | ||||
| Less: Current portion, represented by accrued interest | (6,000) | ||||
| Non-current portion as at June 30, 2025 | $ | 439,839 | |||
c)Gold Notes
The key terms of the Gold Notes are summarized in the annual financial statements. The principal value of the Gold Notes as at June 30, 2025 was $35.8 million. The fair value of the Gold Notes was calculated using valuation pricing models as at June 30, 2025. Significant inputs used in the valuation model include a credit spread, risk free rates, gold prices, implied volatility of gold prices and recent trading history.
| Number of Gold Notes | Amount | |||||||
| Balance of Gold Notes as at December 31, 2023 | 58,617,464 | $ | 63,310 | |||||
| Repayments | (14,777,512) | (14,778) | ||||||
| Change in fair value through profit and loss (Note 20) | — | 20,275 | ||||||
| Change in fair value through other comprehensive income due to changes in credit risk | — | (1,862) | ||||||
| Balance of Gold Notes as at December 31, 2024 | 43,839,952 | 66,945 | ||||||
| Repayments | (8,004,486) | (8,004) | ||||||
| Change in fair value through profit and loss (Note 20) | — | 11,387 | ||||||
| Change in fair value through other comprehensive income due to changes in credit risk | — | (449) | ||||||
| Balance of Gold Notes as at June 30, 2025 | 35,835,466 | 69,879 | ||||||
| Less: current portion | (16,255,263) | (16,255) | ||||||
| Non-current portion as at June 30, 2025 | 19,580,203 | $ | 53,624 | |||||
Page | 14
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
11. Long-term Debt (cont.)
Payments made to Gold Note holders are as follows:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Repayments | $ | 4,064 | $ | 3,694 | $ | 8,004 | $ | 7,389 | ||||||
| Gold premiums | 5,199 | 2,527 | 9,481 | 4,121 | ||||||||||
| Interest payment | 723 | 687 | 1,520 | 2,083 | ||||||||||
As at June 30, 2025, there were 968 ounces (December 31, 2024 - 880 ounces) of gold held in gold in trust with a carrying value of $1.9 million (December 31, 2024 - $1.7 million) to satisfy future principal payments under the terms of the Gold Notes.
d)Convertible Debentures
The convertible debentures matured on April 5, 2024. Of the C$18.0 million total, C$16.2 million in principal value was converted into 3,410,526 common shares, while the remaining C$1.8 million was paid in cash.
| Number of Debentures | Amount | |||||||
| As at December 31, 2023 | 18,000 | $ | 13,913 | |||||
| Change in fair value through profit and loss (Note 20) | — | (565) | ||||||
| Change in FVOCI due to changes in credit risk | — | (103) | ||||||
| Conversion of convertible debenture | (16,200) | (11,920) | ||||||
| Repayment of convertible debenture | (1,800) | (1,325) | ||||||
| As at December 31, 2024 | — | $ | — | |||||
Prior to their maturity, the convertible debentures were a financial liability and were designated as FVTPL. The fair value of the convertible debentures has been determined using the binomial pricing model and Level 2 fair value inputs that capture all the features of the convertible debentures, share price volatility of 42.28%, risk free interest rate of 5.10%, dividend yield of 0%, and credit spread of 12.19%.
12. Provisions
A summary of changes to the provisions is as follows:
| Reclamation and rehabilitation ⁽ᵃ⁾ | Environmental fees ⁽ᵇ⁾ | Health plan obligations ⁽ᶜ⁾ | Total | |||||||||||
| As at December 31, 2024 | $ | 16,152 | $ | 4,796 | $ | 10,853 | $ | 31,801 | ||||||
| Change in assumptions | (651) | 18 | — | (633) | ||||||||||
| Settlement of provisions | (31) | — | (346) | (377) | ||||||||||
Accretion expense (Note 19) | 496 | — | 494 | 990 | ||||||||||
| Exchange difference | 1,161 | 401 | 916 | 2,478 | ||||||||||
| As at June 30, 2025 | $ | 17,127 | $ | 5,215 | $ | 11,917 | $ | 34,259 | ||||||
| Less: current portion | (2,470) | (31) | (678) | (3,179) | ||||||||||
| Non-current portion | $ | 14,657 | $ | 5,184 | $ | 11,239 | $ | 31,080 | ||||||
| As at December 31, 2023 | $ | 15,984 | $ | 5,480 | $ | 11,864 | $ | 33,328 | ||||||
| Recognized in period | 1,690 | — | — | 1,690 | ||||||||||
| Change in assumptions | 226 | 61 | 204 | 491 | ||||||||||
| Settlement of provisions | (599) | (44) | (702) | (1,345) | ||||||||||
Accretion expense (Note 19) | 957 | 43 | 1,171 | 2,171 | ||||||||||
| Exchange difference | (2,106) | (744) | (1,684) | (4,534) | ||||||||||
| As at December 31, 2024 | $ | 16,152 | $ | 4,796 | $ | 10,853 | $ | 31,801 | ||||||
| Less: current portion | (2,325) | (28) | (626) | (2,979) | ||||||||||
| Non-current portion | $ | 13,827 | $ | 4,768 | $ | 10,227 | $ | 28,822 | ||||||
Page | 15
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
12. Provisions (cont.)
a)Reclamation and rehabilitation provision
As of June 30, 2025, the Company estimated the inflated undiscounted costs to be incurred with respect to future mine closure and reclamation activities related to the existing mining operation as follows:
| June 30, 2025 | December 31, 2024 | |||||||||||||
| USD | COP | USD | COP | |||||||||||
| (expressed in millions) | (expressed in millions) | (expressed in millions) | (expressed in millions) | |||||||||||
| Marmato | $ | 11.2 | 45,800 | $ | 10.4 | 45,700 | ||||||||
| Segovia | 21.7 | 88,400 | 20.0 | 88,300 | ||||||||||
| PSN | 9.7 | 39,300 | 9.1 | 40,100 | ||||||||||
The following table summarizes the assumptions used to determine the decommissioning provision:
| Expected date of expenditures | Inflation rate | Pre-tax risk-free rate | |||||||||
| Marmato Mine | 2025-2042 | 2.83 | % | 12.11 | % | ||||||
| Segovia Operations | 2025-2034 | 3.50 | % | 11.26 | % | ||||||
| PSN | 2025-2068 | 3.12 | % | 11.17 | % | ||||||
b)Environmental fees
The Company’s mining and exploration activities are subject to Colombian laws and regulations governing the protection of the environment. Colombian regulations provide for fees applicable to entities discharging effluents to river basins. The local environmental authority in Segovia has issued two resolutions assessing COP 35.8 billion ($8.8 million), which the Company is disputing. The Company has a provision related to the present value of its best estimate of the potential liability for these fees:
| June 30, 2025 | December 31, 2024 | |||||||||||||
| USD | COP | USD | COP | |||||||||||
| (expressed in millions) | (expressed in millions) | (expressed in millions) | (expressed in millions) | |||||||||||
| Environmental fees potential liability | $ | 4.9 | 20,000 | $ | 4.8 | 21,100 | ||||||||
c)Health plan obligations
The health plan obligation of COP 48.5 billion (approximately $11.9 million) is based on an actuarial report prepared as at December 31, 2024 with an inflation rate of 4.8% and a discount rate of 9.0%. The Company is currently paying approximately COP 0.7 billion (approximately less than $0.2 million) monthly to fund the obligatory health plan contributions. At June 30, 2025, non-current cash in trust includes approximately $0.9 million deposited in a restricted cash account as security against this obligation (December 31, 2024 - $0.8 million).
d)Claims
In the ordinary course of business, the Company is involved in and potentially subject to legal actions and proceedings. The Company records provisions for such claims when considered material and an outflow of resources is considered probable.
The Company is subject to tax audits from various tax authorities on an ongoing basis. As a result, from time to time, tax authorities may disagree with the positions and conclusions taken by the Company in its tax filings or legislation could be amended or interpretations of current legislation could change, and any of these events could lead to reassessments. The Company records provisions for such claims when it determines it is not probable that the taxation authority will accept its filing position.
No such provisions have been recorded by the Company.
Page | 16
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
13. Deferred Revenue
| June 30, 2025 | December 31, 2024 | |||||||
| Marmato (a) | $ | 113,576 | $ | 109,369 | ||||
| Toroparu (b) | 84,000 | 84,000 | ||||||
| PSN (c) | 5,010 | 5,010 | ||||||
| Total | $ | 202,586 | $ | 198,379 | ||||
| Less: current portion | (5,443) | (4,354) | ||||||
| Non-current portion | $ | 197,143 | $ | 194,025 | ||||
a)Marmato
As part of the acquisition of Aris Holdings on September 26, 2022, the Company acquired the deferred revenue obligation associated with Aris Holdings' Precious Metals Purchase Agreement (the “Marmato PMPA”) with Wheaton Precious Metals International Ltd. ("WPMI"). Under the arrangement, WPMI will provide aggregate funding amount to $175.0 million, of which $93.0 million had been received, with the balance ($82.0 million) receivable during the construction and development of the Marmato Bulk Mining Zone.
The contract will be settled by Marmato delivering precious metal credits to WPMI. The Company recognizes amounts in revenue as gold and silver are delivered under the Marmato PMPA. Each period management estimates the cumulative amount of the deferred revenue obligation that has been satisfied and, therefore, recognised as revenue. Accretion is capitalized to the Marmato Bulk Mining Zone (Note 9). The following are the key inputs for the Marmato PMPA contract as of June 30, 2025:
| Key inputs in the estimate | June 30, 2025 | December 31, 2024 | ||||||
| Financing rate | 12.50 | % | 12.50 | % | ||||
| Gold price | $2,400 - $3,085 | $2,148 - $2,576 | ||||||
| Silver price | $28.19 - $33.47 | $27.29 - $31.41 | ||||||
| Remaining construction milestone timelines | 2025-2026 | 2025 | ||||||
| Life of Mine | 2040 | 2042 | ||||||
A summary of changes to the deferred revenue balance is as follows:
| Total | |||||
| As at December 31, 2023 | $ | 64,546 | |||
| Receipt of deposit from WPMI | 40,016 | ||||
| Recognition of revenue on ounces delivered | (3,710) | ||||
| Cumulative catch-up adjustment | (222) | ||||
| Accretion (Note 9) | 8,738 | ||||
| As at December 31, 2024 | $ | 109,368 | |||
| Recognition of revenue on ounces delivered | (2,153) | ||||
| Cumulative catch-up adjustment | (449) | ||||
| Accretion (Note 9) | 6,810 | ||||
| As at June 30, 2025 | $ | 113,576 | |||
| Less: current portion | (5,443) | ||||
| Non-current portion as at June 30, 2025 | $ | 108,133 | |||
b)Toroparu
The Company is also party to a Precious Metals Purchase Agreement (“Toroparu PMPA”) with WPMI. The key terms of the Toroparu PMPA are summarized in the annual financial statements. The Company recorded deferred revenue of $84.0 million, all non-current which represents the estimated future cash flows attributable to expected future gold and silver deliveries to WPMI.
c)PSN
As part of the PSN Transaction, Mubadala is also a party to a Precious Metals Purchase Agreement ("PSN PMPA") with MIC Global Mining Ventures S.L.U. ("Joint Venture"). The key terms of the PSN PMPA are summarized in the annual financial statements. The Company recorded deferred revenue of $5.0 million, all non-current which represents the estimated future cash flows attributable to expected future gold and silver delivers to WPMI.
Page | 17
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
14. Share Capital
a)Authorized
Unlimited number of common shares with no par value.
b)Issued and fully paid
The movement in the Company's issued and outstanding capital during the periods is summarized in the consolidated statements of changes in equity.
As described in Note 6, in connection with the Company’s acquisition of control over PSN, the Company is required to issue 6,000,000 common shares to Mubadala upon the receipt of an environmental license for PSN. The value ascribed to the 6,000,000 contingently issuable common shares was $28.9 million, which was recognized in contributed surplus.
c)Share Purchase Warrants – liability classified
The following table summarizes the change in the number of issued and outstanding share purchase warrants and the associated warrant liabilities during the period ended June 30, 2025:
| Units | Amount | |||||||
ARIS.WT.B Listed Warrants – exercise price C$2.21, exercisable until Apr 30, 2024 | ||||||||
| As at December 31, 2023 | 9,301,152 | $ | 15,072 | |||||
| Exercised | (8,546,249) | (15,200) | ||||||
Fair value adjustment (Note 20) | — | 128 | ||||||
| Expired | (754,903) | — | ||||||
| Balance at December 31, 2024 | — | $ | — | |||||
Aris Unlisted Warrants (¹) – exercise price C$6.00, exercisable until Dec 19, 2024 | ||||||||
| Balance at December 31, 2023 | 1,650,000 | 553 | ||||||
Exercised | (203,750) | (87) | ||||||
Fair value adjustment (Note 20) | — | 209 | ||||||
| Expired | (1,446,250) | (675) | ||||||
| Balance at December 31, 2024 | — | $ | — | |||||
ARIS.WT.A Listed Warrants (¹) – exercise price C$5.50, exercisable until Jul 29, 2025 | ||||||||
| Balance at December 31, 2023 | 29,059,377 | 10,981 | ||||||
| Exercised | (2,700) | (2) | ||||||
| Fair value adjustment (Note 20) | — | (2,093) | ||||||
| Balance at December 31, 2024 | 29,056,677 | $ | 8,886 | |||||
| Exercised | (13,627,138) | (28,224) | ||||||
Fair value adjustment (Note 20) | — | 60,095 | ||||||
| Balance at June 30, 2025 ⁽²⁾ | 15,429,539 | $ | 40,757 | |||||
| Total share purchase warrant liability at December 31, 2024 | 29,056,677 | $ | 8,886 | |||||
| Total share purchase warrant liability at June 30, 2025 | 15,429,539 | $ | 40,757 | |||||
(1)Number of replacement ARIS.WT.A Listed Warrants and exercise price have been adjusted by the share Exchange Ratio of 0.5.
(2)Subsequent to June 30, 2025, 15.1 million ARIS.WT.A Listed Warrants (adjusted for the share Exchange Ratio of 0.5) were exercised, generating proceeds of C$82.8 million and resulting in the issuance of 15.1 million Aris Mining common shares. 0.4 million of ARIS.WT.A Listed Warrants were expired and unexercised.
Page | 18
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
14. Share Capital (cont.)
d)Stock option plan
The Company has a rolling Stock Option Plan (the “Option Plan”) in compliance with the TSX policies for granting stock options. Under the Option Plan, the maximum number of common shares reserved for issuance may not exceed 10% of the total number of issued and outstanding common shares and, to any one option holder, may not exceed 5% of the issued common shares on a yearly basis. The exercise price of each stock option will not be less than the market price of the Company’s stock at the date of grant. Each stock option vesting period and expiry is determined on a grant-by-grant basis. A summary of the change in the stock options outstanding during the periods ended June 30, 2025 and December 31, 2024 is as follows:
| Options outstanding | Weighted average exercise price (C$) | |||||||
| Balance at December 31, 2023 | 7,281,120 | $ | 4.57 | |||||
| Options granted | 2,875,700 | 4.22 | ||||||
Exercised (1) | (2,779,903) | 4.03 | ||||||
| Expired or cancelled | (821,318) | 5.39 | ||||||
| Balance at December 31, 2024 | 6,555,599 | $ | 4.55 | |||||
| Options granted | 2,367,575 | 5.36 | ||||||
Exercised (1) | (2,531,103) | 4.78 | ||||||
| Expired or cancelled | (289,354) | 4.45 | ||||||
| Balance at June 30, 2025 | 6,102,717 | $ | 4.75 | |||||
(1)The weighted average share price at the date stock options were exercised was C$6.80 for the period ended June 30, 2025 and C$5.47 for the periods ended December 31, 2024.
A summary of the inputs used in the determination of the fair values of the stock options granted in the periods ended June 30, 2025 and December 31, 2024, using the Black-Scholes option pricing model, is as follows:
| 31-Jan-2024 | 1-Jul-2024 | 14-Nov-2024 | 21-Jan-2025 | 17-Mar-2025 | 1-Apr-2025 | |||||||||||||||||||||||||||||||||
| Total options issued | 2,525,561 | 343,443 | 6,696 | 2,232,563 | 114,290 | 20,722 | ||||||||||||||||||||||||||||||||
| Market price of shares at grant date | C$4.09 | C$5.17 | C$5.59 | C$5.30 | C$6.34 | C$6.65 | ||||||||||||||||||||||||||||||||
| Exercise price | C$4.09 | C$5.17 | C$5.59 | C$5.30 | C$6.34 | C$6.65 | ||||||||||||||||||||||||||||||||
| Dividends expected | Nil | Nil | Nil | Nil | Nil | Nil | ||||||||||||||||||||||||||||||||
| Expected volatility | 44.42 | % | 45.75 | % | 47.36 | % | 47.53 | % | 47.82 | % | 47.53 | % | ||||||||||||||||||||||||||
| Risk-free interest rate | 3.82% | 3.83% | 3.14 | % | 2.91% | 2.57% | 2.47% | |||||||||||||||||||||||||||||||
| Expected life of options | 3.0 years | 3.0 years | 3.0 years | 3.0 years | 3.0 years | 3.0 years | ||||||||||||||||||||||||||||||||
| Vesting terms | 2 years | (1) | 2 years | (1) | 2 years | (1) | 2 years | (1) | 2 years | (1) | 2 years | (1) | ||||||||||||||||||||||||||
(1)50% of the options vest one year after issue date, the remaining 50% vest two years after issue date.
The table below summarizes information about the stock options outstanding and the common shares issuable as at June 30, 2025:
| Expiry date | Outstanding | Vested stock options | Remaining contractual life in years | Exercise price (C$/share) | ||||||||||
| 12-Jan-26 | 851,859 | 851,859 | 0.54 | 4.03 | ||||||||||
| 01-Apr-26 | 297,000 | 297,000 | 0.75 | 6.04 | ||||||||||
| 02-Oct-26 | 60,152 | 30,076 | 1.26 | 3.09 | ||||||||||
| 26-Jan-27 | 75,000 | 75,000 | 1.58 | 5.45 | ||||||||||
| 31-Jan-27 | 2,085,259 | 992,504 | 1.59 | 4.09 | ||||||||||
| 01-Apr-27 | 272,000 | 272,000 | 1.75 | 5.84 | ||||||||||
| 01-Jul-27 | 181,823 | — | 2.00 | 5.17 | ||||||||||
| 14-Nov-27 | 6,696 | — | 2.37 | 5.59 | ||||||||||
| 21-Jan-28 | 2,137,916 | 59,915 | 2.56 | 5.30 | ||||||||||
| 17-Mar-28 | 114,290 | — | 2.72 | 6.34 | ||||||||||
| 01-Apr-28 | 20,722 | — | 2.76 | 6.65 | ||||||||||
| Balance at June 30, 2025 | 6,102,717 | 2,578,354 | 1.78 | $ | 4.75 | |||||||||
Page | 19
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
14. Share Capital (cont.)
e)DSUs
The DSU liability at June 30, 2025 was determined based on the Company's quoted closing share price on the TSX, a Level 1 fair value input. A summary of changes to the DSU liability, included in accounts payable and accrued liabilities, during the period ended June 30, 2025 and the year ended December 31, 2024 is as follows:
| Units | Amount | Weighted Average Fair Value (C$) | |||||||||
| Balance at December 31, 2023 | 575,041 | $ | 1,903 | $ | 4.37 | ||||||
| Granted and vested during the period | 167,571 | 631 | 5.18 | ||||||||
| Paid | (259,691) | (956) | 4.99 | ||||||||
| Change in fair value | — | 114 | |||||||||
| Balance at December 31, 2024 | 482,921 | $ | 1,692 | $ | 5.04 | ||||||
| Granted and vested during the period | 67,689 | 364 | 7.53 | ||||||||
| Change in fair value | — | 1,645 | |||||||||
| Balance at June 30, 2025 | 550,610 | $ | 3,701 | $ | 9.17 | ||||||
f)PSUs
A summary of changes to the PSU liability during the period ended June 30, 2025 and the year ended December 31, 2024 is as follows:
| Units | Amount | |||||||
| Balance at December 31, 2023 | 1,472,719 | $ | 2,804 | |||||
| Unvested PSUs recognized in the period | 1,035,489 | 1,861 | ||||||
| Expired/cancelled | (190,888) | — | ||||||
Paid | (489,098) | (1,289) | ||||||
| Change in fair value | — | 374 | ||||||
| Balance at December 31, 2024 | 1,828,222 | $ | 3,750 | |||||
| Unvested PSUs recognized in the period | 786,338 | 1,589 | ||||||
| Expired/cancelled | (64,620) | — | ||||||
| Paid | (363,523) | (2,221) | ||||||
| Change in fair value | — | 6,680 | ||||||
| Balance at June 30, 2025 | 2,186,417 | $ | 9,798 | |||||
| Less: current portion | (6,353) | |||||||
| Non-current portion as at June 30, 2025 | $ | 3,445 | ||||||
During the period ended June 30, 2025, 786,338 PSUs were granted for a weighted average fair value of C$5.32 (December 31, 2024 - C$4.00).
g)Share-based compensation expense
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Stock-option expense | $ | 875 | $ | 542 | $ | 1,641 | $ | 1,079 | ||||||
| DSU expense | 1,283 | 329 | 2,010 | 602 | ||||||||||
| PSU expense | 5,978 | 502 | 8,269 | 1,534 | ||||||||||
| Total | $ | 8,136 | $ | 1,373 | $ | 11,920 | $ | 3,215 | ||||||
Page | 20
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
14. Share Capital (cont.)
h)Earnings (loss) per share
| Three months ended June 30, 2025 | Three months ended June 30, 2024 | |||||||||||||||||||
| Weighted average shares outstanding | Net earnings (loss) attributable to owners | Net earnings (loss) per share | Weighted average shares outstanding | Net earnings (loss) attributable to owners | Net earnings (loss) per share | |||||||||||||||
| Basic EPS | 179,836,208 | $ | (16,897) | $ | (0.09) | 151,474,859 | $ | 5,713 | $ | 0.04 | ||||||||||
| Effect of dilutive stock-options | — | — | 659,102 | — | ||||||||||||||||
| Effect of dilutive warrants | — | — | 219,076 | — | ||||||||||||||||
| Diluted EPS | 179,836,208 | $ | (16,897) | $ | (0.09) | 152,353,037 | $ | 5,713 | $ | 0.04 | ||||||||||
| Six months ended June 30, 2025 | Six months ended June 30, 2024 | |||||||||||||||||||
| Weighted average shares outstanding | Net earnings (loss) attributable to owners | Net earnings (loss) per share | Weighted average shares outstanding | Net earnings (loss) attributable to owners | Net earnings (loss) per share | |||||||||||||||
| Basic EPS | 175,752,115 | $ | (14,529) | $ | (0.08) | 144,928,253 | $ | 4,970 | $ | 0.03 | ||||||||||
| Effect of dilutive stock-options | — | — | 520,401 | — | ||||||||||||||||
| Effect of dilutive warrants | — | — | 170,756 | — | ||||||||||||||||
| Diluted EPS | 175,752,115 | $ | (14,529) | $ | (0.08) | 145,619,410 | $ | 4,970 | $ | 0.03 | ||||||||||
Diluted earnings per share amounts are calculated by adjusting the basic earnings per share to take into account the after-tax effect of interest and other finance costs associated with dilutive convertible debentures as if they were converted at the beginning of the period, and the effects of potentially dilutive stock options and share purchase warrants calculated using the treasury stock method. When the impact of potentially dilutive securities increases the earnings per share or decreases the loss per share, they are excluded for purposes of the calculation of diluted earnings per share.
The following table lists the number of warrants, stock options and convertible debenture which were excluded from the computation of diluted earnings per share. Instruments were excluded because either the instruments were not vested, the exercise prices exceeded the average market value of the common shares or the impact of including the in the money securities were anti-dilutive to EPS.
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Stock options | 6,102,717 | 1,581,000 | 6,102,717 | 1,581,000 | ||||||||||
| Warrants | 15,429,540 | 30,709,378 | 15,429,540 | 30,709,378 | ||||||||||
15. Non-Controlling Interest
On June 28, 2024, the Company acquired an additional 31% interest in PSN from Mubadala, resulting in the Company increasing its ownership interest in the Soto Norte Project to 51% and obtaining control over the Soto Norte Project (Note 6). The remaining 49% interest in the Soto Norte Project not held by the Company is presented as non-controlling interest. Aris Mining has the obligation to fund Mubadala's 49% share of certain operating costs until the earlier of the receipt of the environmental license for the Soto Norte Project or December 31, 2027.
The following table summarizes the financial information for PSN shown on a 100% basis, except where stated:
Page | 21
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
15. Non-Controlling Interest (cont.)
| June 30, 2025 | December 31, 2024 | |||||||
| Current assets | $ | 2,661 | $ | 1,502 | ||||
| Non-current assets | 597,830 | 590,602 | ||||||
| Total assets | 600,491 | 592,104 | ||||||
| Current liabilities | $ | 2,469 | $ | 4,947 | ||||
| Non-current liabilities | 6,451 | 6,471 | ||||||
| Total liabilities | 8,920 | 11,418 | ||||||
| Net assets | $ | 591,571 | $ | 580,686 | ||||
| Non-controlling interest percentage | 49 | % | 49 | % | ||||
| Non-controlling interest | $ | 289,870 | $ | 284,536 | ||||
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Foreign exchange gain (loss) | $ | (258) | $ | — | $ | 1,489 | $ | — | ||||||
| Project expenses | 169 | — | 140 | — | ||||||||||
| Total net income (loss) | (89) | — | 1,629 | — | ||||||||||
| Non-controlling interest percentage | 49 | % | — | % | 49 | % | — | % | ||||||
Net Income (loss) attributable to non-controlling interest | $ | (44) | $ | — | $ | 798 | $ | — | ||||||
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Cash flows from: | ||||||||||||||
| Operating activities | $ | (450) | $ | — | $ | (313) | $ | — | ||||||
| Investing activities | (3,627) | — | (7,824) | — | ||||||||||
| Financing activities ⁽¹⁾ | 4,969 | — | 9,257 | — | ||||||||||
(1)Financing activities includes $2.4 million and $4.5 million in non-reciprocal contributions made by the Company to the Soto Norte Project for the three and six months ended June 30, 2025, respectively, in accordance with the Company’s obligation to fund Mubadala's 49% share of certain operating costs until the earlier of the receipt of the environmental license for the Soto Norte Project or December 31, 2027.
16. Financial Risk Management
The nature of the acquisition, exploration, development and operation of gold properties exposes the Company to risks associated with fluctuations in commodity prices, foreign currency exchange rates and credit risk. The Company may at times enter into risk management contracts to mitigate these risks. It is the Company’s policy that no speculative trading in derivatives shall be undertaken.
a)Financial instrument risk
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
•Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities
•Level 2 – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
•Level 3 – inputs that are not based on observable market data.
The fair values of the Company’s cash and cash equivalents, cash in trust, accounts receivable, accounts payable and accrued liabilities, and, taxes payable approximate their carrying values due to their short-term nature.
The 2029 Senior Notes are recognized at amortized cost using the effective interest rate method. An observable fair value of the Company’s Senior Notes has been estimated using the trading value of the bonds which indicate a fair value of $448.3 million (carrying amount - $453.6 million).
Page | 22
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
16. Financial Risk Management (cont.)
Financial liabilities measured at FVTPL on a recurring basis include the warrant derivative liabilities, the DSU payable, PSU payable, and gold notes which are measured at their fair value at the end of each reporting period. The levels in the fair value hierarchy into which the Company’s financial assets and liabilities are recognized in the statements of financial position at fair value are categorized as follows:
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Level 1 | Level 2 | Level 1 | Level 2 | |||||||||||
Gold Notes (Note 11c) | $ | — | $ | 69,879 | $ | — | $ | 66,945 | ||||||
Warrant liabilities (Note 14c) | 40,757 | — | 8,886 | — | ||||||||||
DSU and PSU liabilities (Note 14e,f) | 3,701 | 9,798 | 1,692 | 3,750 | ||||||||||
Other financial assets (Note 8) | 3,674 | 8,893 | 5,050 | 7,579 | ||||||||||
At June 30, 2025, there were no financial assets and liabilities measured and recognized at fair value on a non-recurring basis. There were no transfers between Level 1 and Level 2, and no financial assets or liabilities measured and recognized at fair value that would be categorized as Level 3 in the fair value hierarchy during the period.
b)Credit risk
| June 30, 2025 | December 31, 2024 | |||||||
VAT receivable | $ | 25,671 | $ | 42,013 | ||||
| Tax recoverable | 289 | 1,928 | ||||||
| Trade receivables | 4,410 | 2,535 | ||||||
| Other, net of allowance for doubtful accounts | 834 | 791 | ||||||
| Total | $ | 31,204 | $ | 47,267 | ||||
| Less: current portion | 31,188 | 47,232 | ||||||
| Non-current portion | $ | 16 | $ | 35 | ||||
The exposure to credit risk arises through the failure of a third party to meet its contractual obligations to the Company. The Company’s exposure to credit risk primarily arises from its cash balances (which are held with highly rated Canadian, Colombian and other international financial institutions) and accounts receivable. The timing of collection of the VAT recoverable is in accordance with Government of Colombia’s filing process. As at June 30, 2025, the Company expects to recover the outstanding amount of current VAT receivable in the next 12 months.
Credit risk associated with trade accounts receivable arises from the Company’s delivery of its production to international customers from whom it receives 97.0% - 99.5% of the sales proceeds in the case of gold and silver, and 90% of sales proceeds in the case of
concentrates, shortly after delivery of its production to an agreed upon transfer point in Colombia. The balance is received within a short settlement period thereafter, once final metal content has been agreed between the Company and the customer.
c)Liquidity risk
The Company manages its liquidity risk by continuously monitoring forecast cash flow requirements. The Company believes it has sufficient cash resources to pay its obligations associated with its financial liabilities as at June 30, 2025. In addition to other commitments already disclosed, the Company’s undiscounted commitments including interest and premiums at June 30, 2025 are as follows:
| Less than 1 year | 1 to 3 years | 4 to 5 years | Over 5 years | Total | |||||||||||||
| Trade, tax and other payables | $ | 115,295 | $ | — | $ | — | $ | — | $ | 115,295 | |||||||
| Reclamation and closure costs | 2,509 | 1,946 | 8,484 | 20,018 | 32,957 | ||||||||||||
| Lease payments | 1,213 | 2,287 | 1,255 | 1,941 | 6,696 | ||||||||||||
| Gold Notes | 41,603 | 50,899 | — | — | 92,502 | ||||||||||||
| Senior unsecured notes | 36,000 | 108,000 | 468,000 | — | 612,000 | ||||||||||||
| Other contractual commitments ⁽¹⁾ | 10,165 | — | — | — | 10,165 | ||||||||||||
| Total | $ | 206,785 | $ | 163,132 | $ | 477,739 | $ | 21,959 | $ | 869,615 | |||||||
(1)Includes binding commitments for capital and operating purchase obligations that the Company has entered into as at June 30, 2025.
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Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
16. Financial Risk Management (cont.)
Following receipt of funds under the Marmato and Toroparu PMPA, Aris Mining’s silver and gold production from the Marmato Mine and Toroparu Project is subject to the terms of the PMPA with WPMI. In addition, gold and silver production from PSN after the first 5.7 million ounces of gold have been produced is subject to the terms with the PMPA with Mubadala.
d)Foreign currency risk
The Company is exposed to foreign currency fluctuations. Such exposure arises primarily from:
•Translation of subsidiaries that have a functional currency, such as COP, which differ from the USD functional currency of the Company. The impact of such exposure is recorded through other comprehensive income (loss).
•Translation of monetary assets and liabilities denominated in foreign currencies, such as the Canadian dollar (“C$”) and Guyanese Dollar (“GYD”). The impact of such exposure is recorded in the consolidated statements of income (loss).
The Company monitors its exposure to foreign currency risks arising from foreign currency balances and transactions. To reduce its foreign currency exposure associated with these balances and transactions, the Company may enter foreign currency derivatives to manage such risks. In 2025 and 2024, the Company did not utilize derivative financial instruments to manage this risk.
The following table summarizes the Company’s net financial assets and liabilities denominated in Canadian dollars, Colombian pesos and Guyanese dollar (in US dollar equivalents) as of June 30, 2025 and December 31, 2024, as well as the effect on earnings and other comprehensive earnings of a 10% appreciation or depreciation in the foreign currencies against the US dollar on the financial and non-financial assets and liabilities of the Company, if all other variables remain constant:
| June 30, 2025 | Impact of a 10% Change | December 31, 2024 | Impact of a 10% Change | |||||||||||
| Canadian dollar (C$) | 47,354 | 4,304 | (5,586) | (509) | ||||||||||
| Colombian peso (COP) | (38,923) | (3,539) | (14,686) | (1,336) | ||||||||||
| Guyanese dollar (GYD) | 798 | 72 | 23 | 2 | ||||||||||
e)Price risk
Price risk is the risk that the fair value or future cash flows of the Company’s financial instruments will fluctuate because of changes in market prices. Gold and silver prices can be subject to volatile price movements, which can be material and can occur over short periods of time and are affected by numerous factors, all of which are beyond the Company’s control. The Company may enter commodity hedging contracts from time to time to reduce its exposure to fluctuations in spot commodity prices.
The Company is required under the covenants of the Gold Notes to use commercially reasonable efforts to put in place commodity hedging contracts (put options) on a rolling four-quarters basis to establish a minimum selling price of $1,400 per ounce for the physical gold being accumulated in the Gold Escrow Account (Note 11c). Gold being accumulated in the Gold Escrow Account will be sold to meet the Company’s financial obligations for the quarterly Amortizing Payments of the Gold Notes. Under the terms of the agreement, such hedging will not be required if one of the following conditions is met:
•The Company determines that any such hedging contracts are not obtainable on commercially reasonable terms; or
•The failure to obtain any such hedging contracts would not reasonably be expected to materially adversely impact the ability of the Company to satisfy its obligations to make the quarterly Amortizing Payments.
As at June 30, 2025, the Company had no outstanding commodity hedging contracts in place.
17. Revenue
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Gold in dore | $ | 200,230 | $ | 114,170 | $ | 354,372 | $ | 219,360 | ||||||
| Silver in dore | 2,241 | 1,473 | 4,053 | 2,669 | ||||||||||
| Metals in concentrate | 985 | 1,542 | 2,559 | 2,776 | ||||||||||
| Total | $ | 203,456 | $ | 117,185 | $ | 360,984 | $ | 224,805 | ||||||
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Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
18. Cost of Sales
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Production costs | $ | 86,391 | $ | 72,790 | $ | 162,507 | $ | 140,031 | ||||||
| Royalties | 7,583 | 4,204 | 13,942 | 8,296 | ||||||||||
| Total | $ | 93,974 | $ | 76,994 | $ | 176,449 | $ | 148,327 | ||||||
19. Finance Costs
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Interest expense | $ | 9,822 | $ | 5,172 | $ | 18,879 | $ | 10,608 | ||||||
| Financing fees (income) | — | 18 | — | — | ||||||||||
Accretion of Senior Notes (Note 11b) | 366 | 670 | 725 | 1,327 | ||||||||||
Accretion of lease obligations | 151 | 109 | 276 | 316 | ||||||||||
Accretion of provisions (Note 12) | 494 | 527 | 990 | 1,048 | ||||||||||
| Total | $ | 10,833 | $ | 6,496 | $ | 20,870 | $ | 13,299 | ||||||
20. Gain (Loss) on Financial Instruments
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Financial Assets | ||||||||||||||
Denarius common shares (Note 8) | $ | (508) | $ | (889) | $ | (1,295) | $ | 465 | ||||||
| Denarius debenture (Note 8) | 758 | (608) | 1,311 | 1,287 | ||||||||||
| Denarius warrants (Note 8) | (75) | (1) | (73) | (169) | ||||||||||
| Embedded derivative asset in 2029 Senior Notes (Note 11b) | 859 | — | 4,175 | — | ||||||||||
| Other gain (loss) on financial instruments | 2 | 1 | (1) | (1) | ||||||||||
| Total Financial Assets | 1,036 | (1,497) | 4,117 | 1,582 | ||||||||||
| Financial Liabilities | ||||||||||||||
Gold Notes (Note 11c) | (6,262) | (5,321) | (11,387) | (7,360) | ||||||||||
Convertible debentures | — | 62 | — | 565 | ||||||||||
Unlisted warrants | — | 147 | — | 186 | ||||||||||
ARIS.WT.A Listed warrants (Note 14c) | (45,511) | 465 | (60,095) | (4,859) | ||||||||||
| Total Financial Liabilities | (51,773) | (4,647) | (71,482) | (11,468) | ||||||||||
| Total | $ | (50,737) | $ | (6,144) | $ | (67,365) | $ | (9,886) | ||||||
21. Changes in Non-Cash Operating Working Capital Items
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Accounts receivable and other (excluding VAT receivable) | $ | (2,730) | $ | 2,577 | $ | (2,763) | $ | 2,496 | ||||||
| VAT Receivable | 30,812 | (10,922) | 19,052 | (19,931) | ||||||||||
| Inventories | (4,565) | (6,901) | (6,843) | (9,400) | ||||||||||
| Other current assets | (1,448) | (539) | (1,702) | (947) | ||||||||||
| Accounts payable and accrued liabilities | 6,316 | 5,026 | 7,055 | (12,889) | ||||||||||
| Total | $ | 28,385 | $ | (10,759) | $ | 14,799 | $ | (40,671) | ||||||
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