Form: 40-F

Registration statement [Section 12] or Annual Report [Section 13(a), 15(d)]

Documents



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Management’s Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all tabular figures are presented in thousands of United States Dollars, unless otherwise stated)








Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Contents
Page | 2
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Introduction
The following management’s discussion and analysis (MD&A) of the results of operations and financial condition for Aris Mining Corporation (Aris Mining or the Company), is prepared as of March 11, 2026 and should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2025 and 2024 (the Annual Financial Statements), which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). These documents are available on Aris Mining’s website at www.aris-mining.com, under the Company’s profile on the System for Electronic Data Analysis and Retrieval+ (SEDAR+) at www.sedarplus.ca and in its filings with the U.S. Securities and Exchange Commission (the SEC) at www.sec.gov.
Additional information regarding Aris Mining, including its Annual Information Form (the AIF) for the year ended December 31, 2025 and dated March 11, 2026, as well as other information filed with the Canadian securities regulatory authorities, is also available under the Company’s SEDAR+ profile and in its filings with the SEC. Readers are encouraged to read the Cautionary Note Regarding Forward-looking Information section of this MD&A. The financial information in this MD&A is derived from the Annual Financial Statements prepared in accordance with IFRS. All tabular figures contained herein are expressed in thousands of United States dollars (USD), except as otherwise stated.
This MD&A refers to various Non-GAAP measures, such as, total cash costs ($ per oz gold sold), AISC ($ per oz gold sold), adjusted net earnings and adjusted net earnings per share, EBITDA, adjusted EBITDA, AISC margin, sustaining capital and growth and expansion capital, operating free cash flow after sustaining capital and taxes paid and free cash flow after growth and expansion capital, net debt, and the underlying components thereof, are Non-GAAP financial measures and Non-GAAP ratios in this document. These measures are intended to provide additional information to investors. They do not have any standardized meanings under IFRS, and therefore may not be comparable to other issuers and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Refer to the Non-GAAP Financial Measures section of this MD&A for a full reconciliation of total cash costs ($ per oz sold), AISC ($ per gold oz sold), adjusted net earnings and adjusted net earnings per share, EBITDA, adjusted EBITDA, AISC margin and sustaining capital and growth and expansion capital to the most directly comparable financial measure disclosed in the Financial Statements, and refer to the Operations Review - Segovia section for full details on AISC margin. Reference should also be made to the Non-GAAP Financial Measures section of this MD&A for information about non-GAAP measures referred to in this MD&A.
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.

Business Overview
Aris Mining is a Canadian gold mining company focused on South America. The Company operates the Segovia and Marmato underground gold mines in Colombia, which together produced approximately 257,000 ounces of gold in 2025. Aris Mining is listed on the TSX and NYSE under the symbol ARIS.
Expansion projects underway at Segovia and Marmato are expected to increase production to approximately 500,000 ounces of gold per year, driven by the ramp-up of the second mill at Segovia, which was completed in June 2025, and construction of the new Marmato bulk mine and CIP plant, with first gold expected in Q4 2026.
Aris Mining's existing portfolio supports a longer-term objective of approximately 1 million ounces of annual gold production1. Key projects include the high-grade Soto Norte gold project, where environmental studies are being finalized for submission in Q2 2026 to initiate the licensing process, and the Toroparu gold project in Guyana, where a Prefeasibility Study is in progress and a construction decision is expected in early 2027.
Additional information is available at www.aris-mining.com, www.sedarplus.ca, and on www.sec.gov.
1 Includes potential production estimates from Toroparu, which is based on a preliminary economic assessment and is preliminary in nature. It includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability. There can be no assurance that the projected production will be achieved. Such production also remains subject to obtaining all necessary permits for both Soto Norte and Toroparu.
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Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Highlights | Key Performance Indicators
Three months ended
Years ended
Operational InformationDecember 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2025December 31, 2024
Gold produced (ounces)69,85273,23658,65254,763256,503210,955
Gold sold (ounces)71,717 73,001 61,024 54,281 260,023 210,616 
Average realized gold price ($ per oz sold)4,2003,4723,2812,8403,4962,371
Financial Information
Gold revenue301,244 253,456 200,231 154,142909,073 499,318
Income from mining operations158,065 122,740 91,991 59,985432,781 147,262
EBITDA
120,406 96,506 31,546 39,655288,113 147,543
Adjusted EBITDA
167,996 131,069 98,733 66,613464,411 163,106
Net earnings (loss)1
50,863 42,011 (16,897)2,36878,345 24,582
Adjusted net earnings
94,097 71,842 47,762 27,227240,928 55,851
Net earnings (loss) per share – basic ($)1
0.25 0.21 (0.09)0.01 0.42 0.16 
Adjusted net earnings per share – basic ($)
0.46 0.360.270.16 1.28 0.35 
Sustaining capital18,389 11,858 12,287 6,589 49,123 27,044 
Growth and expansion capital67,735 48,136 36,745 43,010 195,626 168,387 
Operating free cash flow after sustaining capital and taxes paid
125,032 92,521 66,460 38,124 322,137 59,612 
Free cash flow after growth and expansion capital
57,297 44,385 29,715 (4,886)126,511 (108,775)
Segovia Results
Gold produced (ounces)63,137 65,549 51,527 47,549227,762 187,583
Gold sold (ounces)64,456 65,580 53,751 47,390231,177 187,122
AISC Margin - Total ($'000)151,264 121,510 87,169 60,895420,838 163,003
AISC ($ per oz gold sold) - Owner Mining
1,662 1,452 1,520 1,482 1,534 1,486 
AISC Sales Margin - CMPs (%)46%44%42%41%44%36%
Balance sheet, as atDecember 31, 2025December 31, 2024
Cash and cash equivalents
391,874 252,535 
Total debt2
477,708 493,840 
Net debt3
85,834 241,305 
1.Net earnings represent net earnings attributable to the shareholders of the Company.
2.The face value of long-term debt as of December 31, 2025 is shown as the principal amount of Senior Notes outstanding and the total number of Gold Notes outstanding at their par value.
3.Net debt is calculated as outstanding principal for the Senior Notes and the Gold-linked Notes, less cash and cash equivalents.


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Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
2025 Financial Highlights
•Gold revenue increased to $909 million, up 82% from $499 million in 2024, driven by higher realized gold prices and increased sales volumes.
•EBITDA increased to $288 million from $148 million in 2024, primarily generated from an increase in income from mining operations.
•Adjusted EBITDA increased to $464 million, compared to $163 million in 2024, after normalizing for non-cash and non-recurring items. The 184% increase demonstrates substantial leverage to higher gold prices.
•Net earnings of $78 million, compared to $25 million in 2024. Results for 2025 include $433 million in income from mining operations, up from $147 million in 2024.
•Adjusted net earnings of $241 million or $1.28 per share, up from $56 million or $0.35 per share in 2024.
•Cash and cash equivalents increased to $392 million at December 31, 2025, up from $253 million at December 31, 2024. The increase primarily reflects:
◦$322 million of operating free cash flow after sustaining capital and taxes paid;
◦$115 million of proceeds from the exercise of ARIS.WT.A listed warrants (July 2025 expiry);
◦$13 million of proceeds from the sale of the Juby Gold Project; partially offset by
◦$77 million of debt repayment and servicing;
◦$60 million used for the Q4 2025 acquisition of the remaining 49% interest in Soto Norte; and
◦$196 million invested in growth and expansion capital.
•Net debt was reduced to $86 million, down from $241 million at year-end 2024.
2025 Operational Highlights
•Gold production totaled 256,503 ounces in 2025, exceeding the annual guidance midpoint (230,000-275,000 ounces), and representing a 22% increase from the 210,955 ounces produced in 2024.
•Segovia
◦Produced 227,762 ounces in 2025, driven by average gold grades of 9.82g/t, gold recoveries of 96.1%, and a 17% increase in tonnes milled compared to 2024, driven by the installation of a second ball mill in June 2025.
◦AISC margin increased to $421 million, up 158% from 2024, reflecting higher realized gold prices and increased sales volumes.
◦Owner-operated mining AISC was $1,534 per ounce, compared to $1,486 per ounce in 2024, and within the full-year 2025 guidance range of $1,450 to $1,600 per ounce.
◦Contract Mining Partner (CMP) sourced gold delivered an AISC sales margin of 44%, exceeding the full-year 2025 guidance range of 35% to 40%.
◦Total AISC of $1,705 per ounce, compared to $1,507 per ounce in 2024. The 2025 results reflect disciplined cost control in owner-mining AISC, which was $1,534 per ounce (up 3% over 2024). AISC for CMPs was $1,973 per ounce (up 29% over 2024), primarily reflecting the gold price-linked purchase formula during a period when realized gold prices increased 48%.
•Marmato
◦Produced 28,741 ounces, a 23% increase over 2024, and above the 2025 guidance range (20,000-25,000 ounces), supported by stable throughput and higher average gold grades. Production in 2025 reflects the throughput capacity of the existing flotation plant, with throughput expected to increase significantly upon commissioning of the new CIP plant expected in the fourth quarter of 2026.




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Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
•Marmato construction advancing
▪Development of the new underground decline to the Bulk Mining Zone is currently 60% complete (over 1,000 metres advanced) and is scheduled for completion in Q3 2026 ahead of CIP plant commissioning in Q4 2026. The new decline will significantly improve access and haulage efficiency, enabling higher mining rates and lower costs as processing capacity expands.
▪The new decline has advanced beyond the connection point to the underground crosscut, with completion of the crosscut expected in April 2026. This horizontal development, connecting the upper part of the Bulk Mining zone with the main decline, will establish an additional access and ventilation pathway, facilitate ore and waste haulage between existing workings and new infrastructure, and support the initial ramp-up of mine production.
▪The main civil, mechanical, and electrical works are advancing, with foundations for the mills, tailings thickener, and leach and CIP tanks completed. Construction of underground workshops and ore storage, main pump station, and field offices will begin in Q2 2026. Major equipment, including the primary crusher, SAG mill, ball mill, and filter press, has arrived in country.
▪Subsequent to December 31, 2025, the Company received the $40 million instalment deposit under its precious metals stream financing following achievement of the 50% completion milestone. The proceeds will be recognized in the first quarter of 2026. The remaining $42 million instalment deposit is payable upon achievement of the 75% completion milestone.
▪Surface construction activities continue to advance safely, with over 2.8 million workhours completed to date.
▪During 2025, the Company invested $102 million towards the construction of the Marmato expansion project.
•Toroparu Project (100% owned, Guyana)
▪Aris Mining has initiated a Prefeasibility Study (PFS) in Q4 2025, targeted for completion in 2026, to advance Toroparu toward construction.
▪The Company has commenced select pre-construction activities, including construction of a bridge at the Puruni River crossing and other early infrastructure works.
▪Preliminary Economic Assessment (PEA) completed in October 2025, outlining an attractive project with after-tax NPV5% of $1.8 billion, IRR of 25.2%, and 3.0-year payback at $3,000/oz gold.
▪2025 capital expenditures totaled $12 million at Toroparu.
•Soto Norte Project (100% owned, Colombia)
▪In Q4 2025, Aris Mining completed the acquisition of the remaining 49% interest in Soto Norte, bringing the Company's ownership to 100% and consolidating full control over the project.
▪Aris Mining is finalizing the required studies to apply for an environmental license in Q2 2026 for the development of Soto Norte.
▪PFS completed in September 2025, demonstrating robust economics with an after-tax NPV5% of $2.7 billion, IRR of 35%, and 2.3-year payback at $2,600/oz gold.
▪Strong leverage to higher gold prices, at $3,000/oz the NPV5% increases to $3.3 billion with IRR of 40%.
▪The PFS highlights industry-leading environmental and social design features, including the integration of local community miners – 750 tpd (over 20% of 3,500 tpd processing capacity) has been dedicated to local contract mining partners.
▪2025 capital expenditures totaled $17 million at Soto Norte.
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Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
2026 Outlook Guidance
As announced on January 21, 2026, Aris Mining expects consolidated gold production to range between 300,000 and 350,000 ounces, with production weighted toward the second half of the year, reflecting higher production at Segovia and the start of production from the new Marmato CIP plant.
2026 Guidance
SegoviaMarmatoConsolidated
Gold production (oz)
265,000 to 300,000
35,000 to 50,000
300,000 to 350,000
Cash cost1 (US$/oz) – Owner Mining
$1,150 to $1,250
To be provided following CIP plant commercial production
AISC1 (US$/oz) – Owner Mining
$1,700 to $1,800
AISC1 sales margin (%) – CMP operations
35% to 40%
1.Refer to the Non-GAAP Measures section for a full reconciliation of sustaining capital, cash costs ($ per oz sold) and AISC ($ per oz sold) to the most directly comparable financial measure disclosed in the Annual Financial Statements.
2.2026 Guidance reflects a realized gold price assumption of $4,400 and a foreign currency COP:USD 3,800.

Segovia
At Segovia, gold production is expected to increase to between 265,000 and 300,000 ounces, up from the 227,762 ounces produced in 2025 and supported by higher output from both owner-operated mining and CMP sourced material. AISC per ounce sold from owner-operated mining in 2026 is expected to range between $1,700 and $1,800, and CMP operations are expected to achieve an AISC sales margin of 35% to 40%.
Cash cost and AISC guidance are provided separately for Owner Mining and CMP operations, given their different primary cost drivers. Owner Mining costs are primarily driven by conventional mining expenditures such as labour, consumables (including explosives and fuel), and power. In contrast, CMP costs are mainly determined by the cost of purchasing mill feed, which depends on material volume, recoverable gold grade, and the prevailing spot price of gold. Given the current gold price environment, forecasting the cost of CMP operations is more challenging, making this distinction important. As a result, we believe the performance of CMP operations is best measured on a sales margin basis to provide a clearer representation of its financial performance and contribution to the Company's overall results.
Marmato
At Marmato, gold production is expected to increase to between 35,000 and 50,000 ounces, up from the 28,741 ounces produced in 2025 and reflecting a back-end-weighted production profile driven by the commissioning of the new CIP plant, with first gold from the CIP plant expected in Q4 2026. Aris Mining will resume providing cash cost and AISC guidance for Marmato once the CIP plant reaches commercial production.
Approximately 5,000 ounces are expected to be contributed by CMPs operating in the Narrow Vein Zone. The balance of production will be generated by owner mining, primarily from ore development and stopes in the Bulk Mining Zone that was initiated in 2025 through existing decline access to the Bulk Mining Zone, thus significantly reducing 2026 execution risk. The remaining work is focused on the completion and commissioning of the new CIP plant and construction of the new tailings storage facility.
During most of 2026, owner mining rates are expected to average approximately 900 tpd, reflecting the throughput capacity of the existing flotation plant, and sourced primarily from ore development and stopes in the Bulk Mining Zone.
The new CIP plant is expected to be commissioned in Q4 2026. The Marmato mine is expected to exit 2026 operating the 5,000 tpd CIP plant design capacity at approximately 3,000 tpd. Production is expected to increase through 2027, with throughput increasing to approximately 4,000 tpd by mid-2027 and reaching the full 5,000 tpd design capacity by the end of 2027 when the paste backfill plant is fully commissioned.



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Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Operating Performance | Segovia
Segovia is 100% owned by the Company and is located in a historic mining district of Colombia. The operations include four underground mines and two processing facilities:
•A conventional processing facility, that produces doré and was expanded from 2,000 to 3,000 tpd in June 2025, with ramp-up continuing to advance in line with management's expectations.
•A 200 tpd polymetallic processing plant that recovers lead and zinc concentrates, including gold and silver from tailings.
•Approximately 40% of the gold sold in 2025 was produced from mill feed purchased from CMPs, which was sourced from both within and outside of the Company’s mining titles.
Three months ended Years ended
Operating InformationDecember 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2025December 31, 2024
Tonnes processed (t)201,060219,550167,960167,150755,720644,854
Average gold grade processed (g/t)10.109.879.859.379.829.41
Recoveries (%)96.1%96.1%96.1%96.1%96.1%96.0%
Gold produced (ounces)63,13765,54951,52747,549227,762187,583
Gold sold (ounces)64,45665,58053,75147,390231,177187,122
Financial Information
Gold revenue ($'000s)273,127229,116177,551135,310815,104444,925
Average realized gold price ($/ounce sold)$4,237$3,494$3,303$2,855$3,526$2,378
Owner mining costs26,03626,01223,22819,29194,56768,743
CMP material purchases39,83637,26829,15726,656132,917111,687
Processing costs9,9539,3577,4127,43034,15226,361
Administration and security costs15,67812,01110,42210,12448,23537,998
Change in finished goods and stockpile inventory2,9421,069961(929)4,043(3,844)
Less: materials and supplies inventory provision(1,174)———(1,174)(965)
Less: by-product and concentrate revenue(5,828)(4,116)(2,798)(3,073)(15,815)(10,153)
Total cash costs
87,44381,60168,38259,499296,925229,827
Royalties8,5987,5325,5394,51926,18813,934
Social contributions9,1687,7875,1774,06126,19312,766
Sustaining capital16,65410,68611,2846,33644,96025,395
All-in sustaining costs
121,863107,60690,38274,415394,266281,922
AISC Margin
151,264121,51087,16960,895420,838163,003

Production
Q4 2025 compared to Q3 2025
Gold production totaled 63,137 ounces in Q4 2025. During the quarter, 201,060 tonnes were processed, compared to 219,550 tonnes in Q3 2025, reflecting unscheduled maintenance in November 2025. Operations returned to normal levels in December 2025. Average gold grades of 10.10 g/t in Q4 2025 were consistent with Q3 2025, indicating stable grade performance, with quarter-over-quarter production primarily influenced by temporary throughput variability.
2025 compared to 2024
Gold production totaled 227,762 ounces, an increase of 21% compared to 187,583 ounces in 2024. The improvement reflects a 17% increase in milling rates, following the successful commissioning of the second mill in June 2025, along with higher average gold grades of 9.82 g/t compared to 9.41 g/t in 2024.
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Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Gold Revenue
Q4 2025 compared to Q3 2025
Gold revenue in Q4 2025 was $273.1 million, up 19% from Q3 2025, reflecting a 21% increase in average realized gold prices. The gold ounces sold in each quarter were consistent.
2025 compared to 2024
Gold revenue totaled $815.1 million in 2025, up 83% from $444.9 million in 2024, reflecting a 48% increase in the average realized gold price to $3,526 per ounce together with a 24% increase in gold ounces sold, demonstrating the combined impact of stronger pricing and higher sales volumes year-over-year.

Segovia - Owner Mining and CMPs
Three months ended Years ended
Operating InformationDecember 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2025December 31, 2024
Owner Mining
Gold produced (ounces)39,44440,93731,37727,053138,81192,976
Gold sold (ounces)40,26040,98432,68526,963140,89293,729
Cash cost ($ per oz sold)1,0589991,0471,1231,0501,121
AISC ($ per oz sold)1,6621,4521,5201,4821,5341,486
AISC margin ($'000)102,70783,10357,83237,035280,67783,931
CMPs
Gold produced (ounces)23,69324,61220,15020,49688,95194,607
Gold sold (ounces)24,19624,59621,06620,42790,28593,393
Cash cost ($ per oz sold)1,8541,6531,6221,4311,6501,336
AISC ($ per oz sold)2,2701,9551,9311,6871,9731,527
AISC sales margin (%)46%44%42%41%44%36%
AISC margin ($'000)48,55738,40729,33723,860140,16179,072
Total AISC Margin ($’000)151,264121,51087,16960,895420,838163,003
Combined Cash cost ($ per oz sold)1,3571,2441,2721,2561,2841,228
Combined AISC ($ per oz sold)1,8911,6411,6811,5701,7051,507
All-In Sustaining Costs and Margin
Q4 2025 compared to Q3 2025
AISC at Segovia, combining Owner Mining and CMPs, averaged $1,891 per ounce in Q4 2025, a 15% increase from $1,641 per ounce in Q3 2025. The increase primarily reflects: (i) higher cash costs, driven by elevated CMP mill feed costs linked to stronger gold prices; (ii) higher sustaining capital expenditures, including accelerated exploration drilling and underground development activities; and (iii) an unfavourable foreign exchange impact as the Colombian peso strengthened 5% against the U.S. dollar during the quarter. These impacts were partially offset by favourable by-product credits from increased by-product metal prices.
AISC margin was $151.3 million, up 24% from $121.5 million in Q3 2025, supported by higher realized gold prices.
•Owner Mining: AISC averaged $1,662 per ounce, up 14% from $1,452 per ounce in Q3 2025, primarily reflecting higher sustaining capital expenditures and the impact of a stronger Colombian peso during the quarter. Sustaining capital increased due to accelerated exploration drilling, including the commissioning of a new drilling station at the El Silencio Mine, as well as increased underground development and mining equipment to support the ramp-up of the expanded mill capacity. Owner Mining AISC margin increased to $102.7 million.
•CMPs: AISC averaged $2,270 per ounce, compared to $1,955 per ounce in Q3 2025. The increase reflects higher mill feed purchase costs that are linked to the prevailing gold price, as well as higher social
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Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
contributions, royalties, and sustaining capital expenditures during the quarter. CMPs delivered a 46% AISC sales margin in Q4 2025, consistent with the prior quarter.
2025 compared to 2024
Combined AISC at Segovia averaged $1,705 per ounce in 2025, up 13% from $1,507 per ounce in 2024. The increase was primarily driven by higher cash costs, reflecting the 48% rise in gold prices which elevated CMP mill feed purchase costs, royalties, and social contributions. Sustaining capital per ounce also increased, reflecting higher development and infrastructure investments to support the ramp-up of the expanded mill capacity. These increases were partially offset by Owner Mining cash cost improvements from higher gold ounces sold, which increased from 93,729 to 140,892 ounces.
Despite the increase in costs, AISC margin more than doubled, reaching $420.8 million in 2025, compared to $163.0 million in 2024, reflecting both higher realized gold prices and stronger production volumes.
•Owner Mining: AISC averaged $1,534 per ounce, up from $1,486 per ounce in 2024 driven by higher sustaining capital expenditures associated with increased mill throughput, as well as higher royalties and social contributions linked to prevailing gold prices. This was partially offset by lower cash costs per ounce primarily driven by a 50% increase in sales volumes. Owner Mining AISC margin increased to $280.7 million, more than tripling from $83.9 million in 2024.
•CMPs: AISC increased to $1,973 per ounce, compared to $1,527 per ounce in 2024. While higher mill feed purchase costs driven by stronger gold prices accounted for a significant portion of the increase, higher social contributions, royalties and sustaining capital expenditures also contributed to the year-over-year movement. CMPs delivered an AISC margin of 44%, or $140.2 million, up 77% from $79.1 million in 2024.
Growth and Expansion
Non-sustaining growth capital expenditures at Segovia totaled $16.2 million in Q4 2025, compared to $9.6 million in Q3 2025. The increase primarily reflects accelerated underground development across all four underground mines ($9.4 million) to support expanded mill capacity, together with near-mine exploration drilling ($2.9 million) and tailings storage facility expansion ($1.2 million).
Growth and expansion capital expenditures at Segovia totaled $39.1 million in 2025, compared to $65.3 million in 2024.
Growth capital expenditures in 2025 included:
•$21.9 million for underground mine development and equipment acquisitions to support the ramp-up of mill throughput;
•$8.2 million for the completion of the mill expansion;
•$5.7 million for near-mine exploration and drilling programs; and
•$3.0 million for tailings storage facility expansion; and
•$0.3 million for other growth and expansion related expenditures.












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Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Operating Performance | Marmato
Marmato is 100% owned by the Company and is located in a historic mining district of Colombia. It is comprised of an underground mining operation with two distinct zones, a narrow vein underground mining zone at the higher elevations and, a bulk mining zone at the lower elevations, with two processing facilities:
•A 1,000 tpd flotation processing facility that is currently in operation, which produces doré
•A 5,000 tpd carbon-in-pulp (CIP) processing facility, which will also produce doré, that is currently under construction as part of the planned Marmato expansion, with first gold expected in Q4 2026.
Three months ended Years ended
Operating Information
December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2025December 31, 2024
 Tonnes processed (t)
74,56875,22073,49074,050297,330254,161
 Average gold grade processed (g/t)3.123.563.353.323.343.28
 Recoveries (%)90.8%89.8%90.2%91.7%90.6%89.9%
 Gold produced (ounces)6,7157,6877,1257,21428,74123,372
 Gold sold (ounces)7,2617,4217,2736,89128,84623,494
 Gold revenue
28,11724,34022,68018,83293,96954,393
 Average realized gold price3,8723,2803,1182,7333,2582,315
Production
Q4 2025 compared to Q3 2025
Gold production totaled 6,715 ounces, compared to 7,687 ounces produced in Q3 2025. The decrease reflects a 12% reduction in average gold grade, which declined to 3.12 g/t in Q4 2025 compared to 3.56 g/t in Q3 2025, partially offset by a slight improvement in recoveries to 90.8%. Grade declines were expected as more development ore is fed from the lower grade bulk mining zone.
2025 compared to 2024
Gold production for 2025 reached 28,741 ounces, up 23% compared to 23,372 ounces produced in 2024. The increase reflects higher tonnes and grade processed compared to 2024. The increase in throughput is associated with the increase in development ore tonnes as the bulk mining zone is being prepared for production in 2026.
Gold Revenue
Q4 2025 compared to Q3 2025
Gold revenue totaled $28.1 million, compared to $24.3 million in Q3 2025. The increase was driven by a higher average realized gold price of $3,872 per ounce, partially offset by slightly lower gold ounces sold.
2025 compared to 2024
For the period, gold revenue reached $93.9 million, up from $54.4 million. The increase was driven by a 23% increase in gold ounces sold and a higher average realized gold price of $3,258 per ounce, compared to $2,315 per ounce.
Growth and Expansion
Non-sustaining growth capital expenditures at Marmato totaled $43.6 million in Q4 2025, compared to $31.4 million in Q3 2025. The increase primarily reflects accelerated construction activity, including higher civil, mechanical, and electrical works at the CIP process plant site, together with continued underground development of the main access decline and the main crosscut.
Growth and expansion capital expenditures at Marmato totaled $128.2 million in 2025, compared to $82.8 million in 2024.
Growth capital expenditures in 2025 included:
•$102.4 million for the construction of the CIP processing plant, including civil, mechanical, and electrical works, major equipment procurement and delivery, and surface infrastructure development;
•$12.1 million for underground mine development and drilling programs;
•$7.6 million related to surface infrastructure, utilities and process support systems;
•$5.6 million related to permitting, land acquisition and environmental infrastructure; and
•$0.6 million for other growth and expansion related expenditures.
                                            Page | 11
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Financial Results
Net income of $50.9 million in Q4 2025 was $8.9 million and $29.2 million higher than net income in Q3 2025 and Q4 2024, respectively. 2025 annual net income of $78.3 million was $53.8 million higher than annual net income of $24.6 million in 2024. Basic earnings per share of $0.25 in Q4 2025 were $0.04 and $0.12 higher than in Q3 2025 and Q4 2024, respectively, where basic earnings per share of $0.42 of the full year of 2025 were $0.26 higher than the $0.16 per share earnings in 2024.

The following tables present the key drivers of net earnings variances for Q4 2025 compared to Q3 2025 and Q4 2024, and for full-year 2025 compared to full-year 2024. The narrative following each table discusses the primary drivers of material variances.
Q4 2025 vs Q3 2025Q4 2025 vs Q4 20242025 vs 2024
Net Income - Prior Period1
$42,011$21,687$24,582
Period-over-period variance drivers
Operating Drivers
Gold price impact on revenue53,18188,115230,696
Gold volume impact on revenue(5,393)64,616178,494
Cost of Sales & By-Product Revenue(9,113)(41,515)(105,455)
Depreciation and Depletion(3,350)(7,279)(18,781)
Net change in Operating Drivers35,325103,936284,954
Corporate Drivers
General & Administrative costs(1,748)1,206(2,995)
Share-based Compensation(11,166)(21,146)(36,815)
Net change in Corporate Drivers(12,914)(19,940)(39,810)
Non-operating Drivers
ARIS.WT.A Listed warrants
6,424(17,784)(68,484)
Other financial instruments(3,097)8,1658,408
Foreign Exchange gain (loss)1,074(17,559)(51,308)
Other(5,387)3,188(5,999)
Net change in Non-operating Drivers
(986)(23,990)(117,383)
Income tax expense
(12,346)(29,467)(71,686)
Non-Controlling Interest(227)(1,363)(2,312)
Change in Net Income8,85229,17653,763
Net Income - Current Period1
50,86350,86378,345
1.Net earnings represent net earnings attributable to the shareholders of the Company.

Q4 2025 compared to Q3 2025
Operating Drivers
Revenue increased $50.5 million, or 20%, to $308.6 million in Q4 2025 from $258.1 million in Q3 2025, primarily driven by a 21% increase in the average realized gold price, which rose to $4,200 per ounce from $3,472 per ounce, contributing $53.2 million to the favorable variance. This was partially offset by a decrease in gold ounces sold, which had an unfavorable revenue impact of $5.4 million.
Corporate Drivers
Share-based compensation expense increased $11.2 million compared to Q3 2025, primarily due to the revaluation of cash-settled performance share units (PSUs) and deferred share units (DSUs), which are fair valued at each reporting date and increased in line with the Company's share price during the quarter.
                                            Page | 12
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Income tax expense
Income tax expense increased $12.3 million compared to Q3 2025, primarily reflecting higher taxable income from mining operations driven by higher realized gold prices.
Q4 2025 compared to Q4 2024
Operating Drivers
Revenue increased $157.5 million, or 104%, to $308.6 million in Q4 2025 from $151.1 million in Q4 2024, driven by a higher average realized gold price, contributing $88.1 million, combined with higher gold ounces sold, contributing $64.6 million.
Cost of sales increased $41.2 million, or 49%, to $124.4 million in Q4 2025 from $83.2 million in Q4 2024, primarily reflecting higher CMP mill feed purchases which are linked to prevailing gold prices, and increased sales volumes which drove higher mining and processing costs. Royalties and Social Contributions increased $5.1 million and $5.1 million, respectively, in line with higher realized gold prices and gold sales volumes.
Corporate Drivers
Share-based compensation increased $21.1 million compared to Q4 2024, primarily due to the revaluation of outstanding PSUs and DSUs, reflecting the Company's strong share price performance in 2025.
Non-operating Drivers
Listed warrants resulted in a $17.8 million unfavorable variance in Q4 2025 compared to Q4 2024, reflecting a $17.8 million gain recognized in Q4 2024 compared to nil in Q4 2025, following the exercise and expiry of all outstanding ARIS.WT.A Listed Warrants on July 30, 2025. The warrants were classified as a financial liability and marked to market through profit and loss, with fair value primarily driven by changes in the Company’s share price.
Foreign exchange loss in Q4 2025 was $17.6 million unfavorable compared to Q4 2024, primarily due to the appreciation of the COP against the USD during the quarter, which resulted in higher translation losses on USD-denominated monetary balances held in COP-functional entities.
Income tax expense
Income tax expense increased $29.5 million compared to Q4 2024, primarily reflecting higher taxable income from mining operations driven by higher realized gold prices and increased gold ounces sold at both Segovia and Marmato.
2025 compared to 2024
Operating Drivers
Revenue increased $417.1 million, or 82%, to $927.7 million in 2025 from $510.6 million in 2024, driven by a 47% increase in the average realized gold price, contributing $230.7 million, combined with a 23% increase in gold ounces sold, contributing $178.5 million. The increased sales volume reflects the successful commissioning of the second mill at Segovia in June 2025, which expanded processing capacity from 2,000 to 3,000 tpd and drove production growth through H2 2025.
Cost of sales increased $99.7 million, or 32%, to $414.5 million in 2025 from $314.8 million in 2024, driven by higher production volumes and stronger gold prices. The 23% increase in gold ounces sold resulted in higher mining costs and processing costs, and site administration costs. CMP mill feed purchases increased by $21.2 million primarily due to higher gold prices as payments are directly linked to prevailing gold prices. Royalties and Social Contributions increased proportionately with revenue growth, consistent with their respective price-linked and stepped-rate frameworks.
Depreciation and depletion in 2025 were $18.8 million higher than in 2024, primarily due to a 22% increase in gold production as the expense reflects the units-of-production depletion method applied across operations as well as a higher depletable cost base following continued sustaining capital investment and the commissioning of the second mill at Segovia in June 2025.


                                            Page | 13
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Corporate Drivers
Share-based compensation expense increased $36.8 million compared to 2024, primarily due to the revaluation of outstanding PSUs and DSUs reflecting the Company's strong share price performance during 2025.
The ARIS.WT.A Listed Warrants generated an unfavorable net income variance of $68.5 million compared to 2024, driven by fair value adjustments on the warrant liability prior to their expiry in July 2025. The warrant liability was directly correlated to the Company's share price, which appreciated materially during the period, resulting in non-cash losses recorded through profit and loss. As of July 30, 2025, no further ARIS.WT.A Listed Warrants remain outstanding and accordingly no further fair value adjustments will be recognized related to this instrument.
Non-operating Drivers
Foreign exchange loss in 2025 was $51.3 million unfavorable compared to 2024, primarily attributable to the appreciation of the COP during 2025 compared to a depreciation in 2024, which reduced the USD value of monetary balances held in COP-functional entities, resulting in translation losses.
Income tax expense
Income Tax expense for 2025 increased by $71.7 million to 2024, reflecting higher taxable income due to higher income from mining operations.
Financial Condition, Liquidity and Capital Resources
Working capital
The Company continues to maintain a strong liquidity position, and with the combination of operating cash flows from Segovia Marmato and, remaining milestone payments from Wheaton Precious Metals International (WPMI), there is sufficient cash available to fund operating activities, expansion projects, and strategic initiatives, including the advancement of the Marmato expansion, and study work at Soto Norte and Toroparu.
As at December 31, 2025, the Company held a working capital surplus, calculated as current assets minus current liabilities, of $232.2 million (December 31, 2024 - $216.3 million) which was underpinned by a cash balance of $391.9 million. Cash and cash equivalents increased by $139.3 million in 2025. The increase primarily reflects stronger operating cash flow resulting from higher gold sales, proceeds from the exercise of ARIS.WT.A Listed warrants partially offset by continued investment in growth projects. Notably, the Company advanced construction of the new CIP processing facility at Marmato, acquired the remaining 49% of the Soto Norte Project and serviced all debt payments including scheduled interest on its Senior Notes as well as the premiums and interest on its Gold-linked Notes.
Three months endedYears ended
December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2025December 31, 2024
Net cash provided by (used in) operating activities$138,776 $105,718 $81,719 $46,761 $372,974 $141,237 
Net cash used in investing activities(94,438)(54,904)(47,320)(60,564)(257,226)(198,769)
Net cash provided by (used in) financing activities(69,800)55,453 35,009 331 20,993 121,290 
Impact of foreign exchange on cash and cash equivalents(545)1,450 925 768 2,598 (5,845)
Increase (decrease) in cash and cash equivalents (26,007)107,717 70,333 (12,704)139,339 57,913 
Cash and cash equivalents, beginning of period417,881 310,164 239,831 252,535 252,535 194,622 
Cash and cash equivalents, end of period$391,874 $417,881 $310,164 $239,831 $391,874 $252,535 









                                            Page | 14
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Selected Annual and Quarterly Financial Information
2025
For the three months ended,
Year ended
December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2025
Gold produced (ounces)
69,852 73,236 58,652 54,763 256,503 
Gold sold (ounces)71,717 73,001 61,024 54,281 260,023 
Revenue308,565 258,115 203,456 157,528 927,664 
Income from mining operations158,065 122,740 91,991 59,985 432,781 
EBITDA120,406 96,506 31,546 39,655 288,113 
Adjusted EBITDA167,996 131,069 98,733 66,613 464,411 
Net earnings (loss) attributable to the owners of the company 50,863 42,011 (16,897)2,368 78,345 
Adjusted earnings (loss)94,097 71,842 47,762 27,227 240,928 
Earnings (loss) per share – basic ($/share)0.25 0.21 (0.09)0.01 0.42 
Earnings (loss) per share – diluted ($/share)0.25 0.21 (0.09)0.01 0.41 
Adjusted earnings per share - basic ($/share)0.460.360.270.161.28
Total assets2,506,980 
Total non-current liabilities756,419 
Equity attributable to owners of the Company1,446,060 
2024
For the three months ended,
Year ended
December 31, 2024September 30, 2024June 30, 2024March 31, 2024December 31, 2024
Gold produced (ounces)
57,364 53,608 49,216 50,767 210,955 
Gold sold (ounces)56,334 53,769 49,469 51,044 210,616 
Revenue151,076 134,723 117,185 107,620 510,604 
Income from mining operations54,129 37,982 29,838 25,313 147,262 
EBITDA66,602 27,764 30,791 22,386 147,543 
Adjusted EBITDA55,575 43,039 36,079 28,413 163,106 
Net earnings (loss) attributable to the owners of the company 21,687 (2,074)5,713 (744)24,582 
Adjusted earnings (loss)24,659 13,092 12,739 5,361 55,851 
Earnings (loss) per share – basic ($/share)0.13 (0.01)0.04 (0.01)0.16 
Earnings (loss) per share – diluted ($/share)0.02 (0.01)0.04 (0.01)0.14 
Adjusted earnings per share - basic ($/share)0.140.080.080.040.35
Total assets1,994,504 
Total non-current liabilities776,879 
Equity attributable to owners of the Company798,571 
2023
For the three months ended,
Year ended
December 31, 2023September 30, 2023June 30, 2023March 31, 2023December 31, 2023
Gold produced (ounces)
61,052 60,193 54,003 50,903 226,151 
Gold sold (ounces)62,083 59,040 54,228 49,158 224,509 
Revenue124,983 116,469 109,315 96,907 447,674 
Income from mining operations38,215 34,563 34,877 33,152 140,807 
EBITDA19,690 40,179 32,138 20,136 112,143 
Adjusted EBITDA38,208 41,576 39,562 38,647 157,993 
Net earnings (loss) attributable to the owners of the company (5,944)13,833 9,899 (6,370)11,419 
Adjusted earnings (loss)10,353 14,431 14,872 11,177 50,833 
Earnings (loss) per share – basic ($/share)(0.04)0.10 0.07 (0.05)0.08 
Earnings (loss) per share – diluted ($/share)(0.04)0.10 0.02 (0.05)0.08 
Adjusted earnings per share - basic ($/share)0.080.110.110.040.35
Total assets1,352,871 
Total non-current liabilities583,023 
Equity attributable to owners of the Company624,655 
                                            Page | 15
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Off-balance Sheet Arrangements
Aris Mining has no off-balance sheet arrangements.
Transactions with Related Parties
The Company’s related parties include its subsidiaries, affiliates, directors and key management personnel. The Company’s key management personnel includes executive and non-executive directors and the Company’s executive officers.
Other than normal-course intercompany transactions and compensation in the form of salaries or directors’ fees, and share based payments (options, PSUs and DSUs) there were no material related party transactions.
Financial Instruments and 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.
The Company may at times hold financial instruments, derivatives and/or contracts containing embedded derivatives, which are recorded on our consolidated balance sheet at fair value with gains and losses in each period included in other comprehensive income (loss) in the year and profit for the period on our consolidated statements of income and consolidated statements of other comprehensive income, as appropriate. The most significant of these instruments are the Gold Notes.
Aris Mining Holdings Corp. (Aris Holdings), a wholly-owned subsidiary of the Company, has Gold Notes that trade on the Cboe Canada under the symbol “AMNG.NT.U” as described in note 11 of the 2025 annual financial statements. As of December 31, 2025, the outstanding principal value is $27.7 million. The Gold Notes bear interest at 7.5% per annum, payable monthly. In addition to the interest, the Gold Notes pay a gold premium calculated each quarter as the excess of the floor price of $1,400 compared to the London Bullion Market Association Gold Price on the measurement date. We have not entered into any instruments to hedge against the market movement of gold, and there is risk that rising gold prices would result in higher premiums to be paid. However, there is a natural hedge to this risk as rising gold prices result in higher cash flows from increased AISC margins that are available to fund the potential exposure.
Further information about our financial instruments, derivatives and contracts containing embedded derivatives and associated risks is outlined in Note 17 in our 2025 audited annual consolidated financial statements.
Contractual Obligations and Commitments
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 December 31, 2025. In addition to other commitments already disclosed, the Company’s undiscounted commitments including interest and premiums at December 31, 2025 are as follows:
 Less than 1 year1 to 3 years4 to 5 yearsOver 5 yearsTotal
Trade, tax and other payables
$232,042 $— $— $— $232,042 
Reclamation and closure costs
712 2,174 — 56,250 59,136 
Lease payments
2,269 3,110 1,198 1,387 7,964 
Gold Notes
53,213 38,051 — — 91,264 
Senior unsecured notes
36,000 558,000 — — 594,000 
Other contractual commitments1
12,515 — — — 12,515 
Total
$336,751 $601,335 $1,198 $57,637 $996,921 
1.Includes binding commitments for capital and operating purchase obligations that the Company has entered into as at December 31, 2025.
Aris Mining’s gold and silver production from the Marmato and future production from the Toroparu Project, are subject to the terms of streaming agreements with WPMI.

                                            Page | 16
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Liquidity risk
Associated with the contractual obligations and commitments summarized above, the Company manages its liquidity risk by continuously monitoring forecasted cash flow requirements, as well as any requirements that arise by virtue of the financial instruments held by the Company. The Company believes it has sufficient cash resources to pay its obligations associated with its financial liabilities as at December 31, 2025.
Contingencies
In the ordinary course of business, the Company is involved in and potentially subject to legal actions and proceedings. The Company records provisions in its financial statements 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 there will be a tax liability associated with its filing position.
Outstanding Share Data
As at the date of this MD&A, the Company has 206.3 million common shares issued and outstanding and 4.3 million common shares issuable under stock options. A further 6 million common shares are issuable to Mubadala following receipt of an environmental license to develop Soto Norte.
Non-GAAP Financial Measures
This MD&A refers to a number of non-GAAP financial measures and non-GAAP ratios, which are not measures recognized under International Financial Reporting Standards (IFRS) and do not have a standardized meaning prescribed by IFRS. The non-GAAP financial measures and non-GAAP ratios described below do not have standardized meanings under IFRS, may differ from those used by other issuers, and may not be comparable to similar financial measures and ratios reported by other issuers. These financial measures and ratios have been derived from our financial statements and applied on a consistent basis as appropriate. The Company discloses these financial measures and ratios because the Company believes that they assist readers in understanding the results of our operations and financial position and provide further information about our financial results to investors. These measures should not be considered in isolation or used as a substitute for other measures of performance prepared in accordance with IFRS.

Total cash costs and All-in sustaining costs
Total cash costs and total cash costs per ounce sold are a non-GAAP financial measure and a non-GAAP ratio, respectively, and are common financial performance measures in the gold mining industry; however, they have no standard meaning under IFRS. Total cash costs per ounce sold are calculated by dividing total cash costs by volume of gold ounces sold. Aris Mining believes that, in addition to conventional measures prepared in accordance with IFRS such as cost of sales, certain investors use this information to evaluate the Company's performance and ability to generate operating income and cash flow from its mining operations. Management uses this metric as an important tool to monitor operating costs. Management has included a secondary total cash cost and total cash cost per ounce measure, that includes the cost of royalties incurred on precious metal shipments from Segovia. This measure adds back the cost of royalties to total cash cost and is intended to be reflective of the total cash cost associated with operating in Colombia. Adoption of the World Gold Standard methodology is voluntary and other companies may quantify this measure differently because of different underlying principles and policies applied.
AISC and AISC ($ per oz sold) are a non-GAAP financial measure and a non-GAAP ratio, respectively, and are common financial performance measures in the gold mining industry; however, they have no standard meaning under IFRS. AISC ($ per oz sold) is calculated by dividing AISC by volume of gold ounces sold. The methodology for calculating AISC was developed internally and is calculated below, and readers should be aware that this measure does not have a standardized meaning. This non‐GAAP measure provides investors with transparency to the total period‐attributable AISC of producing an ounce of gold and may aid in the comparison with other gold mining peers. Management uses
                                            Page | 17
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
this metric as an important tool to monitor operating costs. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

Total cash costs & All-in sustaining costs
Reconciliation of total cash costs and all-in sustaining costs to the most directly comparable financial measure disclosed in the Financial Statements.
For the three months ended,
Years ended
SegoviaDecember 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2025December 31, 2024
Total gold sold (ounces)64,456 65,580 53,751 47,390 231,177 187,122 
Cost of sales1
103,043 93,249 76,719 67,091 340,102 254,879 
Less: materials and supplies inventory provision1
(1,174)— — — (1,174)(965)
Less: royalties1
(8,598)(7,532)(5,539)(4,519)(26,188)(13,934)
Add: by-product revenue1
(5,828)(4,116)(2,798)(3,073)(15,815)(10,153)
Total cash costs87,443 81,601 68,382 59,499 296,925 229,827 
Cash cost per ounce sold$1,357 $1,244 $1,272 $1,256 $1,284 $1,228 
Add: royalties1
8,598 7,532 5,539 4,519 26,188 13,934 
Add: social programs1
9,168 7,787 5,177 4,061 26,193 12,766 
Add: sustaining capital expenditures16,65410,68611,2846,33644,96025,395
Total AISC121,863 107,606 90,382 74,415 394,266 281,922 
AISC per ounce sold$1,891 $1,641 $1,681 $1,570 $1,705 $1,507 
Marmato
Total gold sold (ounces)7,261 7,421 7,273 6,891 28,846 23,494 
Cost of sales1
21,322 20,443 17,255 15,384 74,404 59,880 
Less: materials and supplies inventory provision(254)— — — (254)(225)
Less: royalties1
(2,223)(2,555)(2,044)(1,840)(8,662)(4,959)
Add: by-product revenue1
(1,493)(543)(427)(313)(2,776)(1,133)
Total cash costs17,352 17,345 14,784 13,231 62,712 53,563 
Add: royalties1
2,223 2,555 2,044 1,840 8,662 4,959 
Add: social programs1
158 437 385 273 1,253 1,667 
Add: sustaining capital expenditures2,1921,5241,4267335,8753,475
Total AISC21,925 21,861 18,639 16,077 78,502 63,664 
Consolidated
Total gold sold (ounces)71,717 73,001 61,024 54,281 260,023 210,616 
Cost of sales1
124,365 113,692 93,974 82,475 414,506 314,759 
Less: materials and supplies inventory provision(1,428)— — — (1,428)(1,190)
Less: royalties1
(10,821)(10,087)(7,583)(6,359)(34,850)(18,893)
Add: by-product revenue1
(7,321)(4,659)(3,225)(3,386)(18,591)(11,286)
Total cash costs104,795 98,946 83,166 72,730 359,637 283,390 
Add: royalties1
10,821 10,087 7,583 6,359 34,850 18,893 
Add: social programs1
9,326 8,224 5,562 4,334 27,446 14,433 
Add: sustaining capital expenditures18,84612,21012,7107,06950,83528,870
Total AISC143,788 129,467 109,021 90,492 472,768 345,586 
1.As presented in the Financial Statements and notes thereto for the respective periods





                                            Page | 18
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Reconciliation of cash costs and all-in sustaining costs by business unit at Segovia to the costs as disclosed above.
For the three months ended,
Years ended
Segovia - Owner Mining
December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2025December 31, 2024
Total gold sold (ounces)40,260 40,984 32,685 26,963 140,892 93,729 
Cost of sales1
52,773 48,502 39,532 34,799 175,606 121,450 
Less: materials and supplies inventory provision(895)— — — (895)(717)
Less: royalties1
(5,689)(5,000)(3,605)(2,783)(17,077)(8,151)
Add: by-product revenue1
(3,610)(2,566)(1,714)(1,748)(9,639)(7,540)
Total cash costs42,578 40,936 34,213 30,268 147,995 105,042 
Cash cost per ounce sold$1,058 $999 $1,047 $1,123 $1,050 $1,121 
Add: royalties1
5,689 5,000 3,605 2,783 17,077 8,151 
Add: social programs1
6,058 5,155 3,366 2,501 17,080 7,468 
Add: sustaining Capital12,6018,4308,5114,39733,93918,620
Total AISC66,926 59,521 49,695 39,949 216,091 139,281 
AISC per ounce sold$1,662 $1,452 $1,520 $1,482 $1,534 $1,486 
Segovia - CMPs
Total gold sold (ounces)24,196 24,596 21,066 20,427 90,285 93,393 
Cost of sales1
50,271 44,747 37,187 32,292 164,496 133,429 
Less: materials and supplies inventory provision(279)— — — (279)(248)
Less: royalties1
(2,909)(2,532)(1,934)(1,736)(9,111)(5,783)
Add: by-product revenue1
(2,218)(1,550)(1,084)(1,325)(6,176)(2,613)
Total cash costs44,865 40,665 34,169 29,231 148,930 124,785 
Cash cost per ounce sold$1,854 $1,653 $1,622 $1,431 $1,650 $1,336 
Add: royalties1
2,909 2,532 1,934 1,736 9,111 5,783 
Add: social programs1
3,110 2,632 1,811 1,560 9,113 5,298 
Add: sustaining capital expenditures4,053 2,256 2,773 1,939 11,021 6,775 
Total AISC54,937 48,085 40,687 34,466 178,175 142,641 
AISC per ounce sold$2,270 $1,955 $1,931 $1,687 $1,973 $1,527 
Segovia - Combined
Total gold sold (ounces)64,456 65,580 53,751 47,390 231,177 187,122 
Cost of sales1
103,043 93,249 76,719 67,091 340,102 254,879 
Less: materials and supplies inventory provision(1,174)— — — (1,174)(965)
Less: royalties1
(8,598)(7,532)(5,539)(4,519)(26,188)(13,934)
Add: by-product revenue1
(5,828)(4,116)(2,798)(3,073)(15,815)(10,153)
Total cash costs87,443 81,601 68,382 59,499 296,925 229,827 
Cash cost per ounce sold$1,357 $1,244 $1,272 $1,256 $1,284 $1,228 
Add: royalties1
8,598 7,532 5,539 4,519 26,188 13,934 
Add: social programs1
9,168 7,787 5,177 4,061 26,193 12,766 
Add: sustaining capital expenditures16,65410,68611,2846,33644,96025,395
Total AISC121,863 107,606 90,382 74,415 394,266 281,922 
AISC per ounce sold$1,891 $1,641 $1,681 $1,570 $1,705 $1,507 
1.As presented in the Financial Statements and notes thereto for the respective periods








                                            Page | 19
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
AISC margin
AISC margin is a non-GAAP financial measure calculated as the difference between gold revenue and all-in sustaining costs (AISC). This measure has no standard meaning under IFRS. AISC margin is used by management and investors to evaluate the Company's operating performance and cash generation capability from mining operations.
Reconciliation of total AISC margin at Segovia disclosed below.
Three months ended Years ended
December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2025December 31, 2024
Gold revenue ($'000s)1
273,127229,116177,551135,310815,104444,925
All-in sustaining costs121,863107,60690,38274,415394,266281,922
AISC margin ($’000)151,264121,51087,16960,895420,838163,003
AISC margin (%)55%53%49 %45%52%37%
1.As presented in the Financial Statements and notes thereto for the respective periods

Additions to mineral interests, plant and equipment
The table below reconciles sustaining and growth and expansion capital expenditures (also referred to as growth capital, expansion capital and growth and expansion investments) as disclosed in this MD&A to the additions to mining interest, plant, and equipment in the supporting notes to the Financial Statements.
Three months ended Years ended
($’000)December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2025December 31, 2024
Sustaining capital
Segovia16,19710,33410,8615,85643,24823,569
Marmato2,1921,5241,4267335,8753,475
Total sustaining capital18,38911,85812,2876,58949,12327,044
Non-sustaining capital
Marmato43,56231,36923,62829,661128,22082,799
Segovia16,1619,6186,9306,36839,07765,310
Soto Norte Project4,8853,8793,4464,57016,78012,571
Toroparu Project3,1273,2702,7412,41111,5497,707
Total expansion and growth capital67,73548,13636,74543,010195,626168,387
Additions to mining interest, plant and equipment1
86,12459,99449,03249,599244,749195,431
1. As presented in the Financial Statements and notes thereto for the respective periods


























                                            Page | 20
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Free cash flow
Operating free cash flow after sustaining capital and taxes paid and free cash flow after growth and expansion capital are non-GAAP financial measures and are common performance metrics in the gold mining industry; however, they have no standardized meaning under IFRS and may not be comparable to similar measures presented by other issuers.
Operating free cash flow after sustaining capital and taxes paid is calculated as net cash provided by operating activities, adjusted to exclude certain non-recurring or non-operating items, less sustaining capital expenditures and sustaining lease payments. Free cash flow after growth and expansion capital is calculated as operating free cash flow after sustaining capital and taxes paid less growth and expansion capital expenditures.
Aris Mining believes that these measures provide investors and analysts with useful information about the Company’s ability to generate cash from its mining operations after maintaining its asset base, and its capacity to fund growth initiatives, reduce debt, strengthen liquidity, or return capital to shareholders. Management uses these measures as key internal indicators of financial performance and capital discipline. These measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS, including net cash provided by operating activities as reported in the consolidated statement of cash flows.
Three months ended Years ended
($’000)December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2025December 31, 2024
Operating cash flows before taxes1
160,462 118,946 123,963 51,882 455,253 179,591 
Adjusting Items:
Precious metal stream deposit settled (received)1
10,000 — — — 10,000 (40,016)
Finance income1
(4,353)(2,437)(3,474)(2,336)(12,600)(6,894)
Impact of FX on cash and cash equivalents1
(545)1,450 925 768 2,598 (5,845)
Adjusted operating cash flows before taxes165,564 117,959 121,414 50,314 455,251 126,836 
Less: Income taxes paid1
(21,686)(13,228)(42,244)(5,121)(82,279)(38,354)
Adjusted net cash provided by operating activities143,878 104,731 79,170 45,193 372,972 88,482 
Less: Sustaining capital(18,389)(11,858)(12,287)(6,589)(49,123)(27,044)
Less: Sustaining lease payments(457)(352)(423)(480)(1,712)(1,826)
Operating free cash flow after sustaining capital and taxes paid125,032 92,521 66,460 38,124 322,137 59,612 
Less: Growth and expansion capital(67,735)(48,136)(36,745)(43,010)(195,626)(168,387)
Free cash flow after Growth and expansion capital57,297 44,385 29,715 (4,886)126,511 (108,775)
1. As presented in the Financial Statements and notes thereto for the respective periods














                                            Page | 21
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Adjusted net earnings and adjusted net earnings per share
Adjusted net earnings and adjusted net earnings per share (basic) are a non-GAAP financial measure and non-GAAP ratios, respectively, and are common financial performance measures in the gold mining industry; however, they have no standard meaning under IFRS. Adjusted net earnings per share (basic) are calculated by dividing adjusted net earnings by the number of shares outstanding on a basic basis.
Adjusted net earnings and adjusted net earnings per share (basic) are used by management and investors to measure the underlying operating performance of the Company. Presenting these measures from period to period helps management and investors evaluate earnings trends more readily in comparison with results from prior periods.
Adjusted net earnings is defined as net income adjusted to exclude specific items that are significant but not reflective of the underlying operating performance of the Company, such as: share-based payments, change in fair value of financial instruments, foreign exchange gains and losses, income and losses from equity accounting in investees, and other non-recurring items. Adjusted net earnings per share amounts are calculated using the weighted average number of shares outstanding on a basic basis as determined under IFRS. In the table below the Company has provided the reconciliation of adjusted net earnings to the most directly comparable financial measure disclosed in the Financial Statements.
Three months ended Years ended
($000s except shares amount)December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2025December 31, 2024
Basic weighted average shares outstanding203,245,172199,171,052179,836,208171,622,649188,584,731157,727,394
Net Income (loss) attributable to Owners of the Company
50,86342,011(16,897)2,36878,34524,582
Add back:
Share-based compensation1
20,6639,4978,1363,78442,0805,265
(Income) loss from equity accounting in investee1
(14)——14—2,884
Loss on financial instruments1
3,0586,38550,73716,62876,80816,167
Loss on disposal of Juby Project1
—3,200——3,200—
Loss on termination of Soto Norte Project Precious Metals Purchase Agreement1
4,990———4,990—
Other (income) expense1
6,4471,9611,09053510,0333,369
Loss on redemption of 2026 Senior Notes
—————11,463
Foreign exchange (gain) loss1
12,44613,5207,2245,99739,187(12,122)
   Income tax effect on adjustments(4,356)(4,732)(2,528)(2,099)(13,715)4,243
Adjusted net earnings94,09771,84247,76227,227240,92855,851
Per share – basic ($/share)0.46 0.360.270.161.28 0.35
1.As presented in the Financial Statements and notes thereto for the respective periods
                                            Page | 22
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Earnings before interest, taxes, depreciation, and amortization (EBITDA) and Adjusted EBITDA
EBITDA and Adjusted EBITDA are Non-GAAP financial measures and are common financial performance measures in the gold mining industry; however, they have no standard meaning under IFRS. EBITDA represents earnings before interest (including non-cash accretion of financial obligations and lease obligations), income taxes and depreciation, depletion and amortization.
EBITDA is then adjusted to exclude specific items that are significant but not reflective of the underlying operating performance of the Company, such as: share-based payments, change in fair value of financial instruments, foreign exchange gains and losses, income and losses from equity accounting in investees, and other non-recurring items (Adjusted EBITDA). In the table below the Company has provided the reconciliation of EBITDA and adjusted EBITDA to the most directly comparable financial measure disclosed in the Annual Financial Statements.
Three months ended Years ended
December 31, 2025September 30, 2025June 30, 2025March 31, 2025December 31, 2025December 31, 2024
Earnings before Income tax1
97,51976,09412,25821,220207,09179,330
Add back:
Depreciation and depletion1
16,80913,45911,92910,73452,93134,150
Finance income1
(4,353)(2,437)(3,474)(2,336)(12,600)(6,894)
Finance costs1
10,4319,39010,83310,03740,69140,957
EBITDA120,40696,50631,54639,655288,113147,543
Add back:
Share-based compensation1
20,6639,4978,1363,78442,0805,265
Income from associates1
(14)——14—2,884
Gain (loss) on financial instruments1
3,0586,38550,73716,62876,80816,167
Loss on disposal of Juby Project1
—3,200——3,200—
Loss on termination of Soto Norte Project Precious Metals Purchase Agreement1
4,990———4,990—
Other Income (expenses)1
6,4471,9611,09053510,0333,369
Foreign exchange (gain) loss1
12,44613,5207,2245,99739,187(12,122)
Adjusted EBITDA167,996131,06998,73366,613464,411163,106
1.As presented in the Financial Statements and notes thereto for the respective periods

Accounting matters
Basis for preparation and accounting policies
The Company’s consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (IASB). Details of the material accounting policies for significant (or potentially significant) areas that have had an impact (or may have an impact in future periods) on the Company’s financial statements are disclosed in note 3 of the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024.
Risks and Uncertainties
Exploration, development and mining of precious metals involves numerous inherent risks. As such, Aris Mining is subject to financial, operational and political risks that could have a significant impact on its profitability and levels of operating cash flows. Although Aris Mining assesses and minimizes these risks by applying high operating standards, including careful management and planning of its facilities, hiring qualified personnel and developing their skills through training and development programs, these risks cannot be eliminated. Readers are encouraged to read and consider the risk factors which are more specifically described under the caption "Risk Factors" in the Company's AIF for the year ended December 31, 2025 dated as of March 11, 2026, which is available on www.aris-mining.com, under the Company's profile on SEDAR+ at www.sedarplus.ca and in its filings with the SEC at www.sec.gov.
                                            Page | 23
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the Company is currently aware or which it considers to be material in relation to the Company's business actually occur, the Company's assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be adversely affected. In such circumstances, prices of the Company's securities could decline, and investors could lose all or part of their investment. In addition, such risk factors could cause actual amounts to differ from those described in the forward-looking statements related to the Company.
Disclosure Controls and Procedures and Internal Controls Over Financial Reporting
Internal controls over financial reporting
The Company's management, including the Chief Executive Officer and Chief Financial Officer, are responsible for establishing adequate internal controls over financial reporting that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. In addition, management, including the Chief Executive Officer and Chief Financial Officer, are responsible for establishing that adequate disclosure controls and procedures have been designed to provide reasonable assurance that all material information required to be disclosed by the Company is accumulated and communicated to senior management as appropriate and recorded, processed, summarized and reported to allow timely decisions with respect to required disclosure, including in its annual filings, interim filings or other reports filed or submitted by it under securities legislation.
As of the end of the period covered by this MD&A and the accompanying financial statements, the Company's management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of its internal control over financial reporting. In making this assessment, management used the criteria specified in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer, have concluded that the Company’s internal control over financial reporting was effective as at December 31, 2025.
Changes in internal controls
During the year ended December 31, 2025, there were no changes in the Company's internal controls over financial reporting that materially affected or are reasonably likely to materially affect the Company's internal controls over financial reporting.
Limitations of controls and procedures
The Company's management, including the Chief Executive Officer and Chief Financial Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.




                                            Page | 24
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Qualified Person and Technical Information
Pamela De Mark, P.Geo., Senior Vice President Geology and Exploration of Aris Mining, is a Qualified Person as defined by National Instrument 43-101 (NI 43-101), and has reviewed and approved the technical information contained in this Management's Discussion and Analysis.
Mineral Reserves and Mineral Resources
PropertyProvenProbableProven & Probable
Tonnes
(kt)		Gold Grade (g/t)Contained Gold (koz)Tonnes
(kt)		Gold Grade (g/t)Contained Gold (koz)Tonnes
(kt)		Gold Grade (g/t)Contained Gold (koz)
Marmato
2,196 4.31 304 29,082 3.08 2,874 31,277 3.16 3,178 
Soto Norte
2,600 8.78 734 17,700 6.72 3,824 20,300 7.00 4,569 
Segovia
1,708 9.92 545 2,659 11.21 958 4,367 10.70 1,503 
Total
1,583 7,656 5.14 9,250 
Notes: Totals may not add due to rounding. Mineral reserves were estimated using a gold price of US$1,500 per ounce at Marmato, US$2,200 at Soto Norte, and US$2,800 at Segovia. The mineral reserve effective dates are June 30, 2022 at Marmato, August 18, 2025 at Soto Norte, and November 28, 2025 at Segovia. This disclosure of mineral reserve estimates has been approved by Pamela De Mark, P.Geo, Senior Vice President Geology and Exploration of Aris Mining, who is a Qualified Person as defined by National Instrument 43-101.

PropertyMeasuredIndicatedMeasured & IndicatedInferred
Tonnes
(Mt)		Gold Grade
(g/t)		Contained Gold (koz)Tonnes
(Mt)		Gold Grade
(g/t)		Contained Gold (koz)Tonnes
(Mt)		Gold Grade
(g/t)		Contained Gold (koz)Tonnes
(Mt)		Gold Grade
(g/t)		Contained Gold (koz)
Marmato
2.8 6.04 545 58.7 2.89 5,452 61.5 3.03 5,997 35.6 2.43 2,787 
Soto Norte 3.8 7.99 976 35.2 5.29 5,987 39.0 5.55 6,959 25.1 4.81 3,882 
Segovia
4.1 14.78 1,925 3.3 15.94 1,701 7.4 15.30 3,626 6.3 14.13 2,856 
Toroparu
48.5 1.31 2,038 78.4 1.30 3,272 126.9 1.30 5,310 22.9 1.60 1,177 
Total
5,484 16,412 21,892 10,702 
Notes: Mineral resources are not mineral reserves and do not have demonstrated economic viability. Mineral resource estimates are reported inclusive of mineral reserves. Totals may not add due to rounding. Mineral resources were estimated using a gold price of US$1,700 per ounce at Marmato, US$2,600 at Soto Norte, US$3,200 at the Segovia, and US$1,950 at Toroparu. The mineral resource effective dates are June 30, 2022 at Marmato, August 18, 2025 at Soto Norte, November 28, 2025 at Segovia, and October 21, 2025 at Toroparu. This disclosure of mineral resource estimates has been approved by Pamela De Mark, P.Geo, Senior Vice President Geology and Exploration of Aris Mining, who is a Qualified Person as defined by National Instrument 43-101.


Technical Disclosure
Unless otherwise indicated, the scientific disclosure and technical information included in this MD&A are based upon information included in the following documents and NI 43-101
compliant technical reports:
1.Technical report entitled “Technical Report for the Marmato Gold Mine, Caldas Department, Colombia, PFS of the Lower Mine Expansion Project” dated November 23, 2022 with an effective date of June 30, 2022, which is available for download on Aris Mining's website at www.aris-mining.com and on Aris Mining's SEDAR+ profile at www.sedarplus.ca and in Aris Mining's filings with the SEC at www.sec.gov.
2.Technical report entitled “NI 43-101 Technical Report Prefeasibility Study for the Soto Norte Project, Santander, Colombia”, dated September 3, 2025 with an effective date of August 18, 2025, which is available for download on Aris Mining's website at www.aris-mining.com and on Aris Mining’s SEDAR+ profile at www.sedarplus.ca and in Aris Mining's filings with the SEC at www.sec.gov.
3.Technical report entitled “NI 43-101 Technical Report for the Segovia, Antioquia, Colombia” dated December 5, 2023 with an effective date of September 30, 2023, which is available for download on Aris Mining's website at www.aris-mining.com and on Aris Mining's SEDAR+ profile at www.sedarplus.ca and in Aris Mining's filings with the SEC at www.sec.gov.
4.Technical report entitled “Updated Mineral Resource Estimate NI 43-101 Technical Report Preliminary Economic Assessment for the Toroparu Project Cuyuni-Mazaruni Region, Guyana” dated October 28, 2025 with an effective date of October 21, 2025, which is available for download on Aris Mining's website at www.aris-mining.com and on Aris Mining's SEDAR+ profile at www.sedarplus.ca and in Aris Mining's filings with the SEC at www.sec.gov.
5.News release of Aris Mining dated January 8, 2026 and entitled “Aris Mining Expands High-Grade Segovia Reserve and Resource Estimates”.
                                            Page | 25
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Cautionary Note Regarding Forward-looking Statements
Certain statements in this MD&A constitute forward-looking information. Often, but not always, forward-looking statements use words or phrases such as: "anticipate", "believe", "continue", "estimate", "expect", "future", "goal", "guidance", "intend", "likely", "objective", "opportunity", "plan", "possible", "potential", "probable", "project", "target" or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such forward-looking statements, include but are not limited to, statements with respect to the Company’s targeted annual gold production, the timeline for ramp up of production at Segovia, timeline for the construction of the CIP plant and production at the Bulk Mining Zone, the plans and timing of the Toroparu prefeasibility study, highlights from the Toroparu PFS and Toroparu PEA, the anticipated timeline for submission of the environmental study in respect of the Soto Norte project, projected payments and obligations of the Company, the Company’s growth plans and the requirements thereof, the Company’s ability to fund growth projects, the Company’s ability to pay its obligations associated with its financial liabilities, the Company’s anticipated business plans and strategies, financing sources, critical accounting estimates, risks and uncertainties and limitations of controls and procedures, statements made in the section entitled “Business Overview” regarding the Company’s projects and growth opportunities to increase annual gold production, as well as statements relating to the Company’s 2026 guidance and outlooks.
Forward-looking information and forward-looking statements, while based on management’s best estimates and assumptions, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information or forward looking statements, including but not limited to: local environmental and regulatory requirements and delays in obtaining required environmental and other licenses, changes in national and local government legislation, taxation, controls, regulations and political or economic developments, uncertainties and hazards associated with gold exploration, development and mining, risks associated with tailings and water management, risks associated with operating in foreign jurisdictions, risks associated with capital cost estimates, dependence of operations on infrastructure, costs associated with the decommissioning of the Company’s properties, fluctuations in foreign exchange or interest rates and stock market volatility, operational and technical problems, the ability to maintain good relations with employees and labour unions, competition; reliance on key personnel, litigation risks, uncertainties relating to title to property and mineral resource and mineral reserve estimates, risks associated with acquisitions and integration, risks associated with the Company’s ability to meet its financial obligations as they fall due, volatility in the price of gold, or certain other commodities, risks associated with costs, supply chain disruptions, and financial risks due to changes in tariffs, trade policies, international trade disputes, or regulatory shifts, risks that actual production may be less than estimated, risks associated with servicing indebtedness, additional funding requirements, risks associated with general economic factors, risks associated with secured debt, changes in the accessibility and availability of insurance for mining operations and property, environmental, sustainability and governance practices and performance, risks associated with climate change, risks associated with the reliance on experts outside of Canada, pandemics, epidemics and public health crises, potential conflicts of interest, uncertainties relating to the enforcement of civil liabilities outside of Canada, cyber-security risks, risks associated with operating a joint venture, volatility of the share price, the Company’s obligations as a public company; the ability to pay dividends in the future, as well as those factors discussed in the section entitled "Risk Factors" in the Company's AIF for the year ended December 31, 2025 and dated March 11, 2026 which is available on the Company’s website at www.aris-mining.com, on SEDAR+ at www.sedarplus.ca and included as part of the Company's Annual Report on Form 40-F, filed with the SEC at www.sec.gov.

                                            Page | 26
Management's Discussion and Analysis
For the years ended December 31, 2025 and 2024
(all figures are expressed in thousands of United States Dollars, unless otherwise stated)
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information and forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information or statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information or statements. The Company has and continues to disclose in its Management's Discussion and Analysis and other publicly filed documents, changes to material factors or assumptions underlying the forward-looking information and forward-looking statements and to the validity of the information, in the period the changes occur. The forward-looking statements and forward-looking information are made as of the date hereof and the Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements or forward-looking information contained herein to reflect future results, unless so required by Canadian securities laws. Accordingly, readers should not place undue reliance on forward-looking statements and information.
This MD&A contains information that may constitute future-orientated financial information or financial outlook information (collectively, “FOFI”) about the Company’s prospective financial performance, financial position or cash flows, all of which is subject to the same assumptions, risk factors, limitations and qualifications as set forth above. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise or inaccurate and, as such, undue reliance should not be placed on FOFI. The Company’s actual results, performance and achievements could differ materially from those expressed in, or implied by, FOFI. The Company has included FOFI in order to provide readers with a more complete perspective on the Company’s future operations and management’s current expectations relating to the Company’s future performance. Readers are cautioned that such information may not be appropriate for other purposes. FOFI contained herein was made as of the date of this MD&A. Unless required by applicable laws, the Company does not undertake any obligation to publicly update or revise any FOFI statements, whether as a result of new information, future events or otherwise.

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