EX-99.2
Published on
Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2026 and 2025
(expressed in thousands of United States dollars)
(Unaudited)
Condensed Consolidated Interim Statements of Financial Position (Unaudited; Expressed in thousands of US dollars) |  | ||||
| Notes | March 31, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Current | |||||||||||
| Cash and cash equivalents | $ | 472,082 | $ | 391,874 | |||||||
| Gold in trust | 10b | 1,938 | 1,938 | ||||||||
| Trade and other receivables | 14b | 93,075 | 76,796 | ||||||||
| Inventories | 6 | 57,246 | 56,232 | ||||||||
| Other current assets | 15,362 | 9,822 | |||||||||
| 639,703 | 536,662 | ||||||||||
| Non-current | |||||||||||
| Cash in trust | 3,606 | 3,517 | |||||||||
| Mining interests, plant and equipment | 8 | 2,033,687 | 1,938,627 | ||||||||
| Other financial assets | 7 | 38,615 | 28,015 | ||||||||
| Other long-term assets | — | 159 | |||||||||
| Total assets | $ | 2,715,611 | $ | 2,506,980 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current | |||||||||||
| Accounts payable and accrued liabilities | 9 | $ | 138,296 | $ | 154,733 | ||||||
| Income tax payable | 122,677 | 77,309 | |||||||||
| Current portion of long-term debt | 10 | 74,519 | 53,684 | ||||||||
| Current portion of deferred revenue | 12 | 13,591 | 8,587 | ||||||||
| Current portion of provisions | 11 | 7,767 | 7,608 | ||||||||
| Current portion of lease obligations | 1,865 | 2,580 | |||||||||
| 358,715 | 304,501 | ||||||||||
| Non-current | |||||||||||
| Long-term debt | 10 | 464,120 | 465,778 | ||||||||
| Deferred revenue | 12 | 228,714 | 192,226 | ||||||||
| Provisions | 11 | 27,645 | 27,202 | ||||||||
| Deferred income taxes | 55,633 | 54,576 | |||||||||
| Lease obligations | 3,823 | 3,468 | |||||||||
| Other long-term liabilities | 5,240 | 13,169 | |||||||||
| Total liabilities | $ | 1,143,890 | $ | 1,060,920 | |||||||
| Equity | |||||||||||
| Share capital | 13a | $ | 1,172,592 | $ | 1,168,974 | ||||||
| Contributed surplus | 421,220 | 421,412 | |||||||||
| Accumulated other comprehensive loss | (7,194) | (31,815) | |||||||||
| Deficit | (14,897) | (112,511) | |||||||||
| Total equity | $ | 1,571,721 | $ | 1,446,060 | |||||||
| Total liabilities and equity | $ | 2,715,611 | $ | 2,506,980 | |||||||
Commitments and contingencies | Note 11d,14c | ||||
Approved by the Board of Directors and authorized for issue on May 6, 2026:
| "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 March 31, | |||||||||||
| Notes | 2026 | 2025 | |||||||||
| Revenue | 15 | $ | 372,479 | $ | 157,528 | ||||||
| Cost of sales | 16 | (139,204) | (82,475) | ||||||||
| Depreciation and depletion | (16,246) | (10,734) | |||||||||
| Social contributions | (13,298) | (4,334) | |||||||||
| Income from mining operations | 203,731 | 59,985 | |||||||||
| General and administrative costs | (7,903) | (4,106) | |||||||||
| Loss from investments in associates | — | (14) | |||||||||
| Share-based compensation | 13h | (7,602) | (3,784) | ||||||||
| Other expenses | 9 | (9,177) | (535) | ||||||||
| Income from operations | 179,049 | 51,546 | |||||||||
| Loss on financial instruments | 18 | (1,762) | (16,628) | ||||||||
| Finance income | 3,383 | 2,336 | |||||||||
| Finance costs | 17 | (7,408) | (10,037) | ||||||||
| Foreign exchange loss | (11,590) | (5,997) | |||||||||
| Income before income tax | 161,672 | 21,220 | |||||||||
| Income tax (expense) recovery | |||||||||||
| Current | (64,659) | (18,333) | |||||||||
| Deferred | 601 | 323 | |||||||||
| Net income | $ | 97,614 | $ | 3,210 | |||||||
| Net income attributable to: | |||||||||||
| Owners of the Company | $ | 97,614 | $ | 2,368 | |||||||
| Non-controlling interest | — | 842 | |||||||||
| $ | 97,614 | $ | 3,210 | ||||||||
Earnings per share attributable to owners of the Company – basic | 13i | $ | 0.47 | $ | 0.01 | ||||||
| Weighted average number of outstanding common shares – basic | 205,967,201 | 171,622,649 | |||||||||
| Earnings per share attributable to owners of the Company – diluted | 13i | $ | 0.47 | $ | 0.01 | ||||||
| Weighted average number of outstanding common shares – diluted | 209,099,493 | 172,299,011 | |||||||||
See accompanying notes to the Condensed Consolidated Interim Financial Statements.
Page | 3
Condensed Consolidated Interim Statements of Comprehensive Income (Loss) (Unaudited; Expressed in thousands of US dollars) | | ||||
| Three months ended March 31, | |||||||||||
| Notes | 2026 | 2025 | |||||||||
| Net income | $ | 97,614 | $ | 3,210 | |||||||
| Other comprehensive income (loss): | |||||||||||
| Items that will not be reclassified to profit in subsequent periods: | |||||||||||
Unrealized gain (loss) on Gold Notes due to changes in implied credit spread (net of tax effect) ⁽¹⁾ | 10b | (3,642) | 510 | ||||||||
| Items that may be reclassified to profit in subsequent periods: | |||||||||||
Foreign currency translation adjustment (net of tax effect) | 28,263 | 33,727 | |||||||||
| Other comprehensive income | 24,621 | 34,237 | |||||||||
| Comprehensive income | $ | 122,235 | $ | 37,447 | |||||||
| Comprehensive income (loss) attributable to: | |||||||||||
| Owners of the Company | $ | 122,235 | $ | 36,605 | |||||||
| Non-controlling interest | — | 842 | |||||||||
| $ | 122,235 | $ | 37,447 | ||||||||
(1)The tax effect of the unrealized gain (loss) on Gold Notes due to changes in implied credit spread for the three months ended March 31, 2026, was an expense of $353 (March 31, 2025 - expense of $189).
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 | Contributed surplus | Accumulated OCI | Deficit | Equity attributable to owners of the Company | Non-controlling Interest | Total equity | |||||||||||||||||||||||
| Three months ended March 31, 2026 | Notes | Number | Amount | ||||||||||||||||||||||||||
| At December 31, 2025 | 205,532,283 | $ | 1,168,974 | $ | 421,412 | $ | (31,815) | $ | (112,511) | $ | 1,446,060 | $ | — | $ | 1,446,060 | ||||||||||||||
Exercise of options | 13d | 787,011 | 3,618 | (907) | — | — | 2,711 | — | 2,711 | ||||||||||||||||||||
Share-based compensation | 13h | — | — | 715 | — | — | 715 | — | 715 | ||||||||||||||||||||
Comprehensive income (loss) | — | — | — | 24,621 | 97,614 | 122,235 | — | 122,235 | |||||||||||||||||||||
| At March 31, 2026 | 206,319,294 | $ | 1,172,592 | $ | 421,220 | $ | (7,194) | $ | (14,897) | $ | 1,571,721 | $ | — | $ | 1,571,721 | ||||||||||||||
Notes | Share Capital - common shares | Contributed surplus | Accumulated OCI | Deficit | Equity attributable to owners of the Company | Non-controlling Interest | Total equity | ||||||||||||||||||||||
| Three months ended March 31, 2025 | |||||||||||||||||||||||||||||
| Number | Amount | ||||||||||||||||||||||||||||
| At December 31, 2024 | 171,034,256 | $ | 935,917 | $ | 213,960 | $ | (160,450) | $ | (190,856) | $ | 798,571 | $ | 284,536 | $ | 1,083,107 | ||||||||||||||
Exercise of options | 13d | 1,436,175 | 5,228 | (916) | — | — | 4,312 | — | 4,312 | ||||||||||||||||||||
Exercise of warrants | 746,250 | 3,088 | — | — | — | 3,088 | — | 3,088 | |||||||||||||||||||||
Share-based compensation | 13h | — | — | 766 | — | — | 766 | — | 766 | ||||||||||||||||||||
| Non-reciprocal contributions to Soto Norte Project | — | — | (2,101) | — | — | (2,101) | 2,101 | — | |||||||||||||||||||||
Comprehensive income (loss) | — | — | — | 34,237 | 2,368 | 36,605 | 842 | 37,447 | |||||||||||||||||||||
| At March 31, 2025 | 173,216,681 | $ | 944,233 | $ | 211,709 | $ | (126,213) | $ | (188,488) | $ | 841,241 | $ | 287,479 | $ | 1,128,720 | ||||||||||||||
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 March 31, | |||||||||||
| Notes | 2026 | 2025 | |||||||||
Operating Activities | |||||||||||
Net income | $ | 97,614 | $ | 3,210 | |||||||
Adjusted for the following items: | |||||||||||
| Depreciation and depletion | 8 | 16,150 | 10,528 | ||||||||
| Share-based compensation | 13h | 7,602 | 3,784 | ||||||||
| Finance costs | 17 | 7,408 | 10,037 | ||||||||
| Loss on financial instruments | 18 | 1,762 | 16,628 | ||||||||
| Unrealized foreign exchange loss (gain) | 10,770 | 5,067 | |||||||||
| Income tax expense | 64,058 | 18,010 | |||||||||
| Other | 19 | (2,349) | (272) | ||||||||
| Payment of Deferred Share Units and Performance Share Units | 13f,g | (26,509) | (1,524) | ||||||||
| Precious metal stream deposit received | 12a | 40,016 | — | ||||||||
Changes in non-cash operating working capital items | 19 | (31,541) | (13,586) | ||||||||
| Operating cash flows before taxes | 184,981 | 51,882 | |||||||||
Income taxes paid | (26,171) | (5,121) | |||||||||
Net cash provided by operating activities | 158,810 | 46,761 | |||||||||
Investing Activities | |||||||||||
Additions to mining interests, plant and equipment | 8 | (64,734) | (55,533) | ||||||||
| Purchase of marketable securities | 7b | (1,644) | — | ||||||||
Capitalized interest paid (net) | 8 | (10,943) | (5,031) | ||||||||
Net cash used in investing activities | (77,321) | (60,564) | |||||||||
Financing Activities | |||||||||||
Repayment of Gold Notes | 10b | (4,064) | (3,941) | ||||||||
Payment of lease obligations | (742) | (691) | |||||||||
| Increase in gold in trust account | — | (234) | |||||||||
Proceeds from exercise of stock options and warrants, net of issuance costs | 2,711 | 5,197 | |||||||||
Net cash provided by (used in) financing activities | (2,095) | 331 | |||||||||
Impact of foreign exchange rate changes on cash and equivalents | 814 | 768 | |||||||||
| Increase (decrease) in cash and cash equivalents | 80,208 | (12,704) | |||||||||
Cash and cash equivalents, beginning of period | 391,874 | 252,535 | |||||||||
Cash and cash equivalents, end of period | $ | 472,082 | $ | 239,831 | |||||||
See accompanying notes to the Condensed Consolidated Interim Financial Statements.
Page | 6
Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2026 and 2025 (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”) and on the New York Stock Exchange ("NYSE") under the symbol “ARIS”.
Aris Mining is primarily engaged in the acquisition, exploration, development and operation of gold properties in Colombia and Guyana. Aris Mining operates the Segovia and Marmato Mines and the Soto Norte Project in Colombia. Aris Mining also owns the Toroparu Project in Guyana.
2. Basis of Presentation
These condensed consolidated interim financial statements, as approved by the Company's Board of Directors on May 6, 2026, 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, 2025 and 2024 (“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 US 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, 2025 other than those listed below. These financial statements comprise the financial results of the Company and its subsidiaries.
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.
New accounting policies
The Company has equity-settled and cash-settled share-based compensation plans under which it issues either equity instruments or makes cash payments based on the value of the underlying equity instrument of the Company. During the three months ended March 31, 2026, the Company granted 143,889 restricted share units.
Restricted Share Units ("RSUs")
RSUs are an equity-based instrument introduced to the 2026 pay mix under the Company's long-term incentive plan for directors and employees. Each RSU represent the right for the holder to receive a cash payment (subject to withholding tax) when the RSUs have vested. RSUs are cash settled in accordance with their terms at the prevailing market price (the five-day volume weighted average price) of the shares on the vesting date.
The RSUs represent a financial liability as they can only be settled in cash once they have vested. As such, the RSU compensation expense is recognized at fair value over the vesting period with a corresponding amount recorded in other liabilities on the statement of financial position. The RSU liability is remeasured to its fair value using the closing share price at each period end with the change in fair value during the period recognized as share-based compensation.
New accounting standards issued and effective
IFRS 9 - Financial Instruments
On May 30, 2024, the IASB published amendments to IFRS 9 Financial Instruments ("IFRS 9") to clarify the derecognition requirements for financial instruments. The amendments clarify that financial assets are derecognized when the rights to receive contractual cash flows expire or the assets are transferred, and that financial liabilities are derecognized on the settlement date when the obligation is extinguished. The amendments also introduced an election allowing an entity to derecognize a financial liability prior to the settlement date when settling through an electronic payment system, provided specified conditions are met, including that the payment is irrevocable, the cash is no longer accessible, and settlement risk is insignificant. These amendments were adopted for annual periods beginning on or after January 1, 2026 and did not have a material impact on the Company's financial statements.
Page | 7
Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2026 and 2025 (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. The adoption of IFRS 18 will not affect net income, but it will change how income and expenses are presented. Items of income and expenses in the statement of income will be classified into three new categories of operating, investing, and financing, with new subtotals presented. 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 annual financial statements.
Page | 8
Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
5. Segment Disclosures
Reportable segments are determined based on the geographic regions in which the Company’s projects are located. In determining it’s segment structure, the Company considers the basis on which the chief operating decision maker reviews the financial and operational performance, as well as whether the Company’s mining operations share similar economic, operational and regulatory characteristics. The Company has identified the Segovia and Marmato Mines in Colombia, the Toroparu Project in Guyana, the Soto Norte Project in Colombia, and corporate functions in Canada and other corporate entities as its reportable segments.
| Segovia | Marmato | Toroparu | Soto Norte | Corporate and Other | Total | |||||||||||||||
| (Colombia) | (Colombia) | (Guyana) | (Colombia) | (Canada) | ||||||||||||||||
| Three months ended March 31, 2026 | ||||||||||||||||||||
| Revenue | $ | 339,061 | $ | 33,418 | $ | — | $ | — | $ | — | $ | 372,479 | ||||||||
| Cost of sales | (115,957) | (23,247) | — | — | — | (139,204) | ||||||||||||||
| Depreciation and depletion | (14,304) | (1,774) | — | — | (168) | (16,246) | ||||||||||||||
| Social contributions | (12,358) | (940) | — | — | — | (13,298) | ||||||||||||||
| Income from mining operations | 196,442 | 7,457 | — | — | (168) | 203,731 | ||||||||||||||
| Loss on financial instruments | — | — | — | — | (1,762) | (1,762) | ||||||||||||||
| Finance income | 472 | 275 | — | — | 2,636 | 3,383 | ||||||||||||||
| Finance costs | (622) | (143) | (1) | (19) | (6,623) | (7,408) | ||||||||||||||
| Income taxes | (61,532) | (2,879) | — | — | 353 | (64,058) | ||||||||||||||
Segment net income (loss) | 109,595 | (5,882) | 7 | (2,145) | (3,961) | 97,614 | ||||||||||||||
| Capital expenditures | 16,803 | 48,512 | 5,321 | 3,445 | 7 | 74,088 | ||||||||||||||
| Three months ended March 31, 2025 | ||||||||||||||||||||
| Revenue | $ | 138,383 | $ | 19,145 | $ | — | $ | — | $ | — | $ | 157,528 | ||||||||
| Cost of sales | (67,091) | (15,384) | — | — | — | (82,475) | ||||||||||||||
| Depreciation and depletion | (9,762) | (815) | — | — | (157) | (10,734) | ||||||||||||||
| Social contributions | (4,057) | (277) | — | — | — | (4,334) | ||||||||||||||
| Income from mining operations | 57,473 | 2,669 | — | — | (157) | 59,985 | ||||||||||||||
| Loss on financial instruments | — | — | — | — | (16,628) | (16,628) | ||||||||||||||
| Finance income | 215 | 277 | — | — | 1,844 | 2,336 | ||||||||||||||
| Finance costs | (542) | (65) | (2) | (29) | (9,399) | (10,037) | ||||||||||||||
| Income taxes | (17,156) | (1,043) | — | — | 189 | (18,010) | ||||||||||||||
| Segment net income (loss) | 25,744 | (6,048) | (16) | 1,718 | (18,188) | 3,210 | ||||||||||||||
| Capital expenditures | 12,321 | 29,888 | 2,411 | 4,562 | — | 49,182 | ||||||||||||||
| As at March 31, 2026 | ||||||||||||||||||||
Non-current assets | $ | 349,954 | $ | 625,910 | $ | 371,235 | $ | 612,033 | $ | 116,776 | $ | 2,075,908 | ||||||||
| Total assets | $ | 489,262 | $ | 710,426 | $ | 372,677 | $ | 615,839 | $ | 527,407 | $ | 2,715,611 | ||||||||
| Total liabilities | $ | (230,408) | $ | (335,153) | $ | (86,296) | $ | 7,648 | $ | (499,681) | $ | (1,143,890) | ||||||||
| As at December 31, 2025 | ||||||||||||||||||||
| Non-current assets | $ | 337,020 | $ | 563,455 | $ | 366,028 | $ | 607,774 | $ | 96,041 | $ | 1,970,318 | ||||||||
| Total assets | $ | 456,051 | $ | 604,401 | $ | 367,130 | $ | 610,644 | $ | 468,754 | $ | 2,506,980 | ||||||||
| Total liabilities | $ | (191,802) | $ | (263,834) | $ | (84,938) | $ | 5,474 | $ | (525,820) | $ | (1,060,920) | ||||||||
Page | 9
Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
6. Inventories
| March 31, 2026 | December 31, 2025 | |||||||
| Finished goods | $ | 4,592 | $ | 6,063 | ||||
| Metal in circuit | 2,459 | 2,705 | ||||||
| Ore stockpiles | 3,547 | 1,617 | ||||||
| Materials and supplies | 46,648 | 45,847 | ||||||
| Total | $ | 57,246 | $ | 56,232 | ||||
During the three months ended March 31, 2026, the total cost of inventories recognized in the consolidated statements of income (loss) amounted to $124.7 million (March 31, 2025 - $76.1 million). As at March 31, 2026, materials and supplies are recorded net of an obsolescence provision of $5.7 million (December 31, 2025 - $5.5 million).
7. Other Financial Assets
| March 31, 2026 | December 31, 2025 | |||||||
| McFarlane Lake Mining (a) | $ | 7,639 | $ | 6,580 | ||||
| Denarius Metals (b) | 30,976 | 21,435 | ||||||
| Total | $ | 38,615 | $ | 28,015 | ||||
a) McFarlane Lake Mining Limited ("McFarlane")
The Company holds 82,023,746 common shares of McFarlane as a result of the sale of the Juby Gold Project, which are classified as FVTPL and revalued each period end based on the quoted closing market price.
During the three months ended March 31, 2026, the Company recognized a gain of $1.1 million in loss on financial instruments related to the change in fair value of the investment in the period (March 31, 2025 - $nil). The Company's investment in McFarlane is carried at $7.6 million as at March 31, 2026.
b) Denarius Metals ("Denarius")
The Company’s investment in Denarius is carried at $31.0 million at March 31, 2026. During the three months ended March 31, 2026, the Company recognized a gain of $8.1 million in gain (loss) on financial instruments related to the change in fair value of the investment for the period (three months ended March 31, 2025 - a loss of $0.2 million).
| Common shares | Warrants | Convertible Debenture | Total | |||||||||||
| Other financial asset as at December 31, 2024 | $ | 4,891 | $ | 151 | $ | 7,582 | $ | 12,624 | ||||||
| Issuance of additional Denarius Debenture | — | — | 102 | 102 | ||||||||||
| Purchase of Denarius Debenture | 1,167 | 262 | — | 1,429 | ||||||||||
| Change in fair value | 1,713 | 8 | 5,559 | 7,280 | ||||||||||
| Other financial asset as at December 31, 2025 | $ | 7,771 | $ | 421 | $ | 13,243 | $ | 21,435 | ||||||
| Purchase of Denarius marketable securities | 1,644 | — | — | 1,644 | ||||||||||
| Expired | — | (162) | — | (162) | ||||||||||
| Change in fair value | 5,967 | — | 2,092 | 8,059 | ||||||||||
| Other financial asset as at March 31, 2026 | $ | 15,382 | $ | 259 | $ | 15,335 | $ | 30,976 | ||||||
Page | 10
Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
8. Mining Interest, Plant & Equipment
| Plant and equipment | Right of Use assets | Construction in progress | Depletable mineral properties | Non-depletable development projects | Exploration projects | Total | |||||||||||||||||
| Cost | |||||||||||||||||||||||
| Balance at December 31, 2025 | $ | 241,213 | $ | 17,990 | $ | 82,513 | $ | 591,369 | $ | 459,306 | $ | 1,117,466 | $ | 2,509,857 | |||||||||
| Additions | 3,758 | 126 | 2,974 | 20,123 | 41,763 | 5,344 | 74,088 | ||||||||||||||||
| Disposals | (227) | (431) | — | — | — | — | (658) | ||||||||||||||||
| Transfers | 5,588 | — | (5,486) | 304 | — | (406) | — | ||||||||||||||||
| Change in decommissioning (Note 11) | — | — | — | (670) | — | 60 | (610) | ||||||||||||||||
| Capitalized interest | — | — | — | — | 17,150 | — | 17,150 | ||||||||||||||||
| Exchange difference | 4,576 | 337 | 1,927 | 15,461 | 7,254 | 397 | 29,952 | ||||||||||||||||
| Balance at March 31, 2026 | $ | 254,908 | $ | 18,022 | $ | 81,928 | $ | 626,587 | $ | 525,473 | $ | 1,122,861 | $ | 2,629,779 | |||||||||
| Accumulated Depreciation and Impairment Charges | |||||||||||||||||||||||
| Balance at December 31, 2025 | $ | (115,393) | $ | (11,862) | $ | — | $ | (264,499) | $ | — | $ | (179,476) | $ | (571,230) | |||||||||
| Depreciation and depletion | (5,658) | (791) | — | (9,701) | — | — | (16,150) | ||||||||||||||||
| Disposals | 166 | 431 | — | — | — | — | 597 | ||||||||||||||||
| Exchange difference | (2,849) | (242) | (6,218) | — | — | (9,309) | |||||||||||||||||
| Balance at March 31, 2026 | $ | (123,734) | $ | (12,464) | $ | — | $ | (280,418) | $ | — | $ | (179,476) | $ | (596,092) | |||||||||
| Net book value at December 31, 2025 | $ | 125,820 | $ | 6,128 | $ | 82,513 | $ | 326,870 | $ | 459,306 | $ | 937,990 | $ | 1,938,627 | |||||||||
| Net book value at March 31, 2026 | $ | 131,174 | $ | 5,558 | $ | 81,928 | $ | 346,169 | $ | 525,473 | $ | 943,385 | $ | 2,033,687 | |||||||||
| Plant and equipment | Right of Use assets | Construction in progress | Depletable mineral properties | Non-depletable development projects | Exploration projects ⁽¹⁾ | Total | |||||||||||||||||
| Cost | |||||||||||||||||||||||
| Balance at December 31, 2024 | $ | 177,194 | $ | 14,557 | $ | 67,294 | $ | 425,896 | $ | 287,446 | $ | 1,122,495 | $ | 2,094,882 | |||||||||
| Additions | 9,487 | 3,281 | 32,296 | 63,138 | 111,800 | 24,747 | 244,749 | ||||||||||||||||
| Disposals | (1,938) | (1,784) | — | — | — | (23,887) | (27,609) | ||||||||||||||||
| Transfers | 30,603 | — | (28,223) | 19,941 | (13,312) | (9,009) | — | ||||||||||||||||
| Change in decommissioning (Note 11) | — | — | — | (6,681) | — | 165 | (6,516) | ||||||||||||||||
| Capitalized interest | — | — | — | — | 38,707 | — | 38,707 | ||||||||||||||||
| Exchange difference | 25,867 | 1,936 | 11,146 | 89,075 | 34,665 | 2,955 | 165,644 | ||||||||||||||||
| Balance at December 31, 2025 | $ | 241,213 | $ | 17,990 | $ | 82,513 | $ | 591,369 | $ | 459,306 | $ | 1,117,466 | $ | 2,509,857 | |||||||||
| Accumulated Depreciation and Impairment Charges | |||||||||||||||||||||||
| Balance at December 31, 2024 | $ | (83,512) | $ | (9,454) | $ | — | $ | (194,630) | $ | — | $ | (179,476) | $ | (467,072) | |||||||||
| Depreciation and depletion | (16,702) | (2,721) | — | (34,661) | — | — | (54,084) | ||||||||||||||||
| Disposals | 1,065 | 1,780 | — | — | — | — | 2,845 | ||||||||||||||||
| Exchange difference | (16,244) | (1,467) | — | (35,208) | — | — | (52,919) | ||||||||||||||||
| Balance at December 31, 2025 | $ | (115,393) | $ | (11,862) | $ | — | $ | (264,499) | $ | — | $ | (179,476) | $ | (571,230) | |||||||||
| Net book value at December 31, 2024 | $ | 93,682 | $ | 5,103 | $ | 67,294 | $ | 231,266 | $ | 287,446 | $ | 943,019 | $ | 1,627,810 | |||||||||
| Net book value at December 31, 2025 | $ | 125,820 | $ | 6,128 | $ | 82,513 | $ | 326,870 | $ | 459,306 | $ | 937,990 | $ | 1,938,627 | |||||||||
(1)On September 29, 2025, the Company completed the sale of the Juby Project to McFarlane. The carrying value of the Juby Project on the date of disposition was $23.9 million (Note 13c).
Page | 11
Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
8. Mining Interest, Plant & Equipment (cont.)
| March 31, 2026 | December 31, 2025 | |||||||
| Capitalized Interest - Gold Notes (Note 10b) | $ | 10,929 | $ | 25,590 | ||||
| Capitalized Interest - Deferred Revenue (Note 12a) | 3,402 | 13,751 | ||||||
| Capitalized Interest - Senior Notes (Note 10a) | 2,805 | — | ||||||
| Capitalized Interest - Other | 14 | (634) | ||||||
| Total | $ | 17,150 | $ | 38,707 | ||||
9. Accounts Payable and Accrued Liabilities
| March 31, 2026 | December 31, 2025 | |||||||
| Trade payables related to operating, general and administrative expenses | $ | 79,898 | $ | 102,636 | ||||
| Trade payables related to capital expenditures | 21,111 | 11,873 | ||||||
| Net Wealth Tax ⁽¹⁾ | 8,118 | – | ||||||
| Other provisions | 11,867 | 11,320 | ||||||
| RSU, DSU and PSU liability (Note 13e,f,g) | 17,302 | 28,904 | ||||||
| Total | $ | 138,296 | $ | 154,733 | ||||
(1)On March 12, 2026, the Colombian Government enacted a one time Net Wealth Tax that is levied on the net equity of certain Colombia-domiciled entities which resulted in an expense of $8.1 million recorded in other expenses.
10. Long-term Debt
| March 31, 2026 | December 31, 2025 | |||||||
| 2029 Senior Notes (a) | 454,703 | 443,265 | ||||||
| Gold Notes (b) | 83,936 | 76,197 | ||||||
| Total | 538,639 | 519,462 | ||||||
| Less: current portion | (74,519) | (53,684) | ||||||
| Non-current portion | $ | 464,120 | $ | 465,778 | ||||
a)Senior Unsecured Notes due 2029 (“2029 Senior Notes”)
The key terms of the 2029 Senior Notes are summarized in the annual financial statements.
| Amount | |||||
| Carrying value of debt as at December 31, 2024 | $ | 452,864 | |||
| Interest expense accrued | 36,000 | ||||
| Interest expense paid | (36,000) | ||||
| Accretion | 1,481 | ||||
| Carrying value of debt as at December 31, 2025 | $ | 454,345 | |||
| Interest expense accrued | 6,195 | ||||
Accretion (Note 17) | 390 | ||||
| Capitalized interest | 2,805 | ||||
| Carrying value of debt as at March 31, 2026 | $ | 463,735 | |||
| Embedded derivative asset | |||||
| Carrying value of embedded derivative asset as at December 31, 2024 | $ | 3,575 | |||
| Change in FVTPL | 7,505 | ||||
| Carrying value of embedded derivative asset as at December 31, 2025 | $ | 11,080 | |||
| Change in FVTPL (Note 18) | (2,048) | ||||
| Carrying value of embedded derivative asset as at March 31, 2026 | $ | 9,032 | |||
| Total carrying value of the Senior Notes 2029 as at March 31, 2026 | $ | 454,703 | |||
| Less: Current portion, represented by accrued interest | (15,000) | ||||
| Non-current portion as at March 31, 2026 | $ | 439,703 | |||
Page | 12
Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
10. Long-term Debt (cont.)
b)Gold Notes
The key terms of the Gold Notes are summarized in the annual financial statements. The Gold Notes amortize on a quarterly basis, with final maturity in August 2027. The principal value of the Gold Notes as at March 31, 2026 was $23.6 million. The fair value of the Gold Notes was calculated using valuation pricing models as at March 31, 2026. 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, 2024 | 43,839,952 | $ | 66,945 | |||||
| Principal repayments ⁽¹⁾ | (16,132,117) | (16,132) | ||||||
| Change in fair value through profit and loss | — | 24,093 | ||||||
| Change in fair value through other comprehensive income due to changes in credit risk | — | 1,291 | ||||||
| Balance of Gold Notes as at December 31, 2025 | 27,707,835 | $ | 76,197 | |||||
| Principal repayments ⁽¹⁾ | (4,063,816) | (4,064) | ||||||
| Change in fair value through profit and loss (Note 18) | — | 8,514 | ||||||
| Change in fair value through other comprehensive income due to changes in credit risk | — | 3,289 | ||||||
| Balance of Gold Notes as at March 31, 2026 | 23,644,019 | $ | 83,936 | |||||
| Less: current portion | (16,255,263) | (59,519) | ||||||
| Non-current portion as at March 31, 2026 | 7,388,756 | $ | 24,417 | |||||
(1) During the three months ended March 31, 2026, the company also paid $10.9 million in interest and premium payments (three months ended March 31, 2025 - $5.1 million)
As at March 31, 2026, there were 968 ounces (December 31, 2025 - 968 ounces) of gold held in gold in trust with a carrying value of $1.9 million (December 31, 2025 - $1.9 million) to satisfy future principal payments under the terms of the Gold Notes.
11. Provisions
A summary of changes to the provisions is as follows:
| Reclamation and rehabilitation ⁽ᵃ⁾ | Environmental fees ⁽ᵇ⁾ | Health plan obligations ⁽ᶜ⁾ | Other ⁽ᵈ⁾ | Total | |||||||||||||
| As at December 31, 2024 | $ | 16,152 | $ | 4,796 | $ | 10,853 | $ | — | $ | 31,801 | |||||||
| Change in assumptions | (6,495) | (11) | 716 | 2,258 | (3,532) | ||||||||||||
| Settlement of provisions | (120) | (38) | (734) | (239) | (1,131) | ||||||||||||
Accretion expense | 1,045 | — | 1,029 | — | 2,074 | ||||||||||||
| Exchange difference | 2,405 | 886 | 1,924 | 383 | 5,598 | ||||||||||||
| As at December 31, 2025 | $ | 12,987 | $ | 5,633 | $ | 13,788 | $ | 2,402 | $ | 34,810 | |||||||
| Change in assumptions | (610) | (6) | — | 12 | (604) | ||||||||||||
| Settlement of provisions | (3) | — | (204) | — | (207) | ||||||||||||
Accretion expense (Note 17) | 306 | — | 310 | — | 616 | ||||||||||||
| Exchange difference | 274 | 134 | 332 | 57 | 797 | ||||||||||||
| As at March 31, 2026 | $ | 12,954 | $ | 5,761 | $ | 14,226 | $ | 2,471 | $ | 35,412 | |||||||
| Less: current portion | (684) | (5,431) | (785) | (867) | (7,767) | ||||||||||||
| Non-current portion | $ | 12,270 | $ | 330 | $ | 13,441 | $ | 1,604 | $ | 27,645 | |||||||
Page | 13
Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
11. Provisions (cont.)
a)Reclamation and rehabilitation provision
As of March 31, 2026 and 2025, the Company estimated the inflated discounted and undiscounted costs to be incurred with respect to future mine closure and reclamation activities related to the existing mining operation as follows:
| March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||
| Discounted | Discounted | Undiscounted | Undiscounted | |||||||||||||||||||||||
| USD | COP | USD | COP | USD | COP | USD | COP | |||||||||||||||||||
| (expressed in millions) | (expressed in millions) | (expressed in millions) | (expressed in millions) | (expressed in millions) | (expressed in millions) | (expressed in millions) | (expressed in millions) | |||||||||||||||||||
| Marmato | $ | 3.6 | 13,059 | $ | 3.7 | 13,873 | $ | 33.5 | 122,968 | $ | 32.8 | 123,195 | ||||||||||||||
| Segovia | 7.8 | 28,474 | 7.7 | 29,073 | 16.4 | 60,190 | 16.0 | 60,067 | ||||||||||||||||||
| Soto Norte | 1.6 | 6,014 | 1.6 | 5,859 | 7.6 | 28,004 | 10.4 | 38,917 | ||||||||||||||||||
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 | 2043-2049 | 2.79 | % | 13.27 | % | ||||||
| Segovia Operations | 2026-2037 | 3.19 | % | 13.36 | % | ||||||
| Soto Norte | 2026-2054 | 3.65 | % | 13.36 | % | ||||||
b)Environmental fees
The Company’s mining and exploration activities at Segovia 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 ($9.8 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:
| March 31, 2026 | December 31, 2025 | |||||||||||||
| USD | COP | USD | COP | |||||||||||
| (expressed in millions) | (expressed in millions) | (expressed in millions) | (expressed in millions) | |||||||||||
| Environmental fees potential liability | $ | 5.8 | 21,127 | $ | 5.6 | 21,150 | ||||||||
c)Health plan obligations
The health plan obligation of COP 52.2 billion ($14.2 million) is based on an actuarial report prepared as at December 31, 2025 with an inflation rate of 5.0% and a discount rate of 9.2%. The Company is currently paying approximately COP 0.2 billion (approximately $0.1 million) monthly to fund the obligatory health plan contributions. At March 31, 2026, non-current cash in trust includes approximately $1.0 million deposited in a restricted cash account as security against this obligation (December 31, 2025 - $0.9 million).
d)Claims
In the ordinary course of business, the Company is involved in and potentially subject to various legal and tax actions and proceedings. The Company records provisions for such claims when considered material and an outflow of resources is considered probable.
12. Deferred Revenue
| March 31, 2026 | December 31, 2025 | |||||||
| Marmato (a) | $ | 158,305 | $ | 116,813 | ||||
| Toroparu (b) | 84,000 | 84,000 | ||||||
| Total | $ | 242,305 | $ | 200,813 | ||||
| Less: current portion | (13,591) | (8,587) | ||||||
| Non-current portion | $ | 228,714 | $ | 192,226 | ||||
Page | 14
Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
12. Deferred Revenue (cont.)
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 WPMI. During the period ended March 31, 2026, the Company received the $40.0 million installment deposit from WPMI following the achievement of the 50% construction milestone. Under the arrangement, WPMI will provide aggregate funding amount to $175.0 million, of which $133.0 million had been received, with the remaining $42.0 million receivable during the construction and development of the Marmato Bulk Mining Zone and carbon-in-pulp processing facility.
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, recognized as revenue.
Accretion is capitalized to the Marmato Bulk Mining Zone (Note 8). The following are the key inputs for the Marmato PMPA contract as of March 31, 2026:
| Key inputs in the estimate | March 31, 2026 | December 31, 2025 | ||||||
| Financing rate | 12.50 | % | 12.50 | % | ||||
| Gold price | $3,515 - $4,648 | $3,137 - $4,069 | ||||||
| Silver price | $45.26 - $71.65 | $34.59 - $49.31 | ||||||
| Remaining construction milestone timelines | 2026 | 2026 | ||||||
| Life of Mine | 2040 | 2040 | ||||||
A summary of changes to the deferred revenue balance is as follows:
| Total | |||||
| As at December 31, 2024 | $ | 109,369 | |||
| Recognition of revenue on ounces delivered | (4,370) | ||||
| Cumulative catch-up adjustment | (1,937) | ||||
| Accretion (Note 8) | 13,751 | ||||
| As at December 31, 2025 | $ | 116,813 | |||
| Receipt of deposit from WPMI | 40,016 | ||||
| Recognition of revenue on ounces delivered | (1,015) | ||||
| Cumulative catch-up adjustment (Note 15) | (911) | ||||
| Accretion (Note 8) | 3,402 | ||||
| As at March 31, 2026 | $ | 158,305 | |||
| Less: current portion | (13,591) | ||||
| Non-current portion as at March 31, 2026 | $ | 144,714 | |||
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.
13. 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 statement of changes in equity.
Page | 15
Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
13. Share Capital (cont.)
c)Acquisition of Soto Norte Project
On December 12, 2025, the Company acquired the remaining 49% interest in the Soto Norte Project previously held by Mubadala, resulting in the Company owning 100% of the Soto Norte Project. As part of the transaction, the existing precious metals stream previously granted by the Soto Norte Project to Mubadala was terminated.
Total consideration for the acquisition of the remaining interest and termination of the precious metals stream was comprised of:
•$60.0 million in cash, of which $10.0 million related to the termination of the existing precious metals stream; and
•1,739,130 common shares issued to Mubadala, issued at a deemed price of $11.50, representing deemed consideration of $20.0 million. On December 12, 2025, the fair value of the common shares issued was determined to be $27.3 million, based on the closing share price of $15.71 per share.
Prior to the termination of the precious metals stream, the liability was recorded at a carrying value of $5.0 million. As a result of the termination, the Company recorded a loss of $5.0 million during the period ended December 31, 2025.
d)Stock option plan
The Company has a rolling Stock Option Plan (the “Option Plan”) in compliance with the TSX policies for granting stock options. Under the Option Plan, the maximum number of common shares reserved for issuance may not exceed 10% of the total number of issued and outstanding common shares and, to any one option holder, may not exceed 5% of the issued common shares on a yearly basis. The exercise price of each stock option will not be less than the market price of the Company’s stock at the date of grant. Each stock option vesting period and expiry is determined on a grant-by-grant basis. A summary of the change in the stock options outstanding during the period ended March 31, 2026 and year ended December 31, 2025 is as follows:
| Options outstanding | Weighted average exercise price (C$) | |||||||
| Balance at December 31, 2024 | 6,555,599 | $ | 4.55 | |||||
| Options granted | 2,593,426 | 5.72 | ||||||
Exercised (1) | (4,073,763) | 4.60 | ||||||
| Expired or cancelled | (289,354) | 4.45 | ||||||
| Balance at December 31, 2025 | 4,785,908 | $ | 5.14 | |||||
| Options granted | 355,106 | 27.74 | ||||||
Exercised (1) | (787,011) | 4.70 | ||||||
| Expired or cancelled | (64,998) | 7.78 | ||||||
| Balance at March 31, 2026 | 4,289,005 | $ | 7.04 | |||||
(1)The weighted average share price at the date stock options were exercised was C$27.08 for the period ended March 31, 2026 and C$11.32 for the period ended December 31, 2025.
The following weighted average assumptions were used in estimating the fair value of stock options granted using the Black-Scholes Option Pricing Model:
| Assumption | Based on | Three months ended March 31, 2026 | Year-ended December 31, 2025 | ||||||||
| Risk-free interest rate (%) | Yield curves on Canadian government zero-coupon bonds with a remaining term equal to the stock options' expected life | 2.5 | % | 2.9 | % | ||||||
| Expected life (years) | Weighted average life of previously transacted awards | 3.0 years | 3.0 years | ||||||||
| Expected volatility (%) | Historical volatility of the Company's stock | 46.0 | % | 47.6 | % | ||||||
| Expected dividend yield (%) | Annualized dividend rate as of the date of grant | Nil | Nil | ||||||||
The table below summarizes information about the stock options outstanding and the common shares issuable as at March 31, 2026:
| Options Outstanding | Options Exercisable | |||||||||||||||||||
| Exercise Prices (CAD$) | Number of Options | Weighted Average Exercise Price (CAD $/Share) | Weighted Average Remaining Life (Years) | Number of Options | Weighted Average Exercise Price (CAD $/Share) | Weighted Average Remaining Life (Years) | ||||||||||||||
| $1.00 - $5.00 | 1,274,405 | $ | 4.09 | 0.8 | 1,274,405 | $ | 4.09 | 0.8 | ||||||||||||
| $5.01 - $10.00 | 2,659,494 | $ | 5.71 | 1.7 | 1,352,837 | $ | 5.48 | 1.6 | ||||||||||||
| $10.01 - $30.00 | 355,106 | $ | 27.74 | 2.8 | — | $ | — | — | ||||||||||||
Page | 16
Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
13. Share Capital (cont.)
e)RSUs
A summary of changes to the RSU during the period ended March 31, 2026 and the year ended December 31, 2025 is as follows:
| Units | Amount | |||||||
| Balance at December 31, 2025 | — | $ | — | |||||
Granted and vested during the period | 143,889 | 444 | ||||||
Change in fair value | — | (37) | ||||||
| Balance at March 31, 2026 | 143,889 | $ | 407 | |||||
During the period ended March 31, 2026, 143,889 RSUs were granted for a weighted average fair value of C$27.74 (December 31, 2025 - C$nil).
f)Deferred share units ("DSUs")
A summary of changes to the DSU liability, included in accounts payable and accrued liabilities, during the period ended March 31, 2026 and the year ended December 31, 2025 is as follows:
| Units | Amount | Weighted Average Fair Value (C$) | |||||||||
| Balance at December 31, 2024 | 482,921 | $ | 1,692 | $ | 5.04 | ||||||
| Granted and vested during the period | 99,137 | 753 | 7.75 | ||||||||
| Change in fair value | — | 7,004 | |||||||||
| Balance at December 31, 2025 | 582,058 | $ | 9,449 | $ | 16.23 | ||||||
| Paid | (190,138) | (3,736) | |||||||||
| Change in fair value | — | 1,538 | |||||||||
| Balance at March 31, 2026 | 391,920 | $ | 7,251 | $ | 18.50 | ||||||
The DSU liability at March 31, 2026 was determined based on the Company’s quoted closing share price on the TSX, a Level 1 fair value input, of C$25.83 ($18.50) (December 31, 2025 - C$22.51 ($16.23)) per share.
g)Performance share units ("PSUs")
A summary of changes to the PSU liability during the period ended March 31, 2026 and the year ended December 31, 2025 is as follows:
| Units | Amount | |||||||
| Balance at December 31, 2024 | 1,828,222 | $ | 3,750 | |||||
| Granted and vested in the period | 867,178 | 2,925 | ||||||
| Expired/cancelled | (64,620) | — | ||||||
Paid | (363,523) | (2,221) | ||||||
| Change in fair value | — | 28,139 | ||||||
| Balance at December 31, 2025 | 2,267,257 | $ | 32,593 | |||||
| Granted and vested in the period | 213,539 | 756 | ||||||
| Expired/cancelled | (56,253) | — | ||||||
| Paid | (760,821) | (22,773) | ||||||
| Change in fair value | — | 4,276 | ||||||
| Balance at March 31, 2026 | 1,663,722 | $ | 14,852 | |||||
| Less: current portion recorded as accounts payable | (9,643) | |||||||
| Non-current portion recorded in other long-term liabilities as at March 31, 2026 | $ | 5,209 | ||||||
During the period ended March 31, 2026, 213,539 PSUs were granted for a weighted average fair value of C$27.74 (December 31, 2025 - C$5.68).
Page | 17
Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
13. Share Capital (cont.)
h)Share-based compensation expense
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Stock-option expense | $ | 715 | $ | 766 | ||||
| RSU expense | 407 | — | ||||||
| DSU expense | 1,544 | 727 | ||||||
| PSU expense | 4,936 | 2,291 | ||||||
| Total | $ | 7,602 | $ | 3,784 | ||||
i)Earnings (loss) per share
| Three months ended March 31, 2026 | Three months ended March 31, 2025 | |||||||||||||||||||
| 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 | 205,967,201 | $ | 97,614 | $ | 0.47 | 171,622,649 | $ | 2,368 | $ | 0.01 | ||||||||||
| Effect of dilutive stock-options | 3,132,292 | — | 676,362 | — | ||||||||||||||||
| Diluted EPS | 209,099,493 | $ | 97,614 | $ | 0.47 | 172,299,011 | $ | 2,368 | $ | 0.01 | ||||||||||
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.
During the three months ended March 31, 2026, 355,106 stock options were excluded from the computation of diluted earnings per share. Instruments were excluded because either 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.
14. 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 has policies and processes in place to manage these risks, and these risks have not changed from the prior reporting period. 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 $454.7 million (carrying amount - $458.4 million).
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Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
14. Financial Risk Management (cont.)
Financial assets and liabilities measured at FVTPL on a recurring basis include the DSU payable, PSU payable, gold notes, Senior Notes embedded derivative, and marketable securities 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:
| March 31, 2026 | December 31, 2025 | |||||||||||||
| Level 1 | Level 2 | Level 1 | Level 2 | |||||||||||
Gold Notes (Note 10b) | $ | — | $ | 83,936 | $ | — | $ | 76,197 | ||||||
RSU, DSU and PSU liabilities (Note 13e,f,g) | 7,658 | 14,852 | 28,903 | 13,139 | ||||||||||
| Senior Notes embedded derivative (Note 10a) | — | 9,032 | — | 11,080 | ||||||||||
| Investment in McFarlane (Note 7a) | 7,639 | — | 6,580 | — | ||||||||||
Investment in Denarius (Note 7b) | 15,644 | 15,332 | 8,195 | 13,240 | ||||||||||
At March 31, 2026, 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
| March 31, 2026 | December 31, 2025 | |||||||
VAT receivable | $ | 81,954 | $ | 63,495 | ||||
| Tax recoverable | 2,275 | 4,013 | ||||||
| Trade receivables | 8,514 | 8,964 | ||||||
| Other, net of allowance for doubtful accounts | 332 | 324 | ||||||
| Total | $ | 93,075 | $ | 76,796 | ||||
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 March 31, 2026, 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 March 31, 2026. In addition to other commitments already disclosed, the Company’s undiscounted commitments including interest and premiums at March 31, 2026 are as follows:
| Less than 1 year | 1 to 3 years | 4 to 5 years | Over 5 years | Total | |||||||||||||
| Trade, tax and other payables | $ | 260,973 | $ | — | $ | — | $ | — | $ | 260,973 | |||||||
| Reclamation and closure costs | 729 | 2,319 | — | 54,490 | 57,538 | ||||||||||||
| Lease payments | 2,048 | 2,773 | 1,211 | 1,378 | 7,410 | ||||||||||||
| Gold Notes | 64,632 | 29,781 | — | — | 94,413 | ||||||||||||
| Senior unsecured notes | 36,000 | 558,000 | — | — | 594,000 | ||||||||||||
| Other contractual commitments ⁽¹⁾ | 19,044 | 21,559 | 2,422 | — | 43,025 | ||||||||||||
| Total | $ | 383,426 | $ | 614,432 | $ | 3,633 | $ | 55,868 | $ | 1,057,359 | |||||||
(1)Includes binding commitments for capital and operating purchase obligations that the Company has entered into as at March 31, 2026.
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Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
14. 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.
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$”) and Guyanese Dollar (“GYD”). The impact of such exposure is recorded in the consolidated statements of income (loss).
The Company monitors its exposure to foreign currency risks arising from foreign currency balances and transactions. To reduce its foreign currency exposure associated with these balances and transactions, the Company may enter foreign currency derivatives to manage such risks. In 2026 and 2025, the Company did not utilize derivative financial instruments to manage this risk.
The following table summarizes the Company’s net financial assets and liabilities denominated in Canadian dollars, Colombian pesos and Guyanese dollar (in US dollar equivalents) as of March 31, 2026 and December 31, 2025, as well as the effect on earnings and other comprehensive earnings of a 10% appreciation or depreciation in the foreign currencies against the US dollar on the financial and non-financial assets and liabilities of the Company, if all other variables remain constant:
| March 31, 2026 | Impact of a 10% Change | December 31, 2025 | Impact of a 10% Change | |||||||||||
| Canadian dollar (C$) | 17,870 | 1,626 | 29,676 | 2,699 | ||||||||||
| Colombian peso (COP) | 113,776 | 10,344 | 91,727 | 8,339 | ||||||||||
| Guyanese dollar (GYD) | 1,485 | 134 | 1,008 | 91 | ||||||||||
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 10b). 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 March 31, 2026, the Company had no outstanding commodity hedging contracts in place.
15. Revenue
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Gold in dore | $ | 363,813 | $ | 154,142 | ||||
| Silver in dore | 5,869 | 1,658 | ||||||
| Metals in concentrate | 1,886 | 1,574 | ||||||
| Variable Consideration Adjustments (Note 12a) | 911 | 154 | ||||||
| Total | $ | 372,479 | $ | 157,528 | ||||
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Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
16. Cost of Sales
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Production costs | $ | 124,733 | $ | 76,116 | ||||
| Royalties | 14,471 | 6,359 | ||||||
| Total | $ | 139,204 | $ | 82,475 | ||||
17. Finance Costs
| Three months ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Interest expense | $ | 6,213 | $ | 9,057 | ||||||||||
Accretion of Senior Notes (Note 10a) | 390 | 359 | ||||||||||||
Accretion of lease obligations | 189 | 125 | ||||||||||||
Accretion of provisions (Note 11) | 616 | 496 | ||||||||||||
| Total | $ | 7,408 | $ | 10,037 | ||||||||||
18. Gain (Loss) on Financial Instruments
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Financial Assets | ||||||||
Denarius common shares (Note 7b) | $ | 5,967 | $ | (787) | ||||
| Denarius debenture (Note 7b) | 2,092 | 553 | ||||||
| Denarius warrants (Note 7b) | (162) | 2 | ||||||
| Embedded derivative asset in 2029 Senior Notes (Note 10a) | (2,048) | 3,316 | ||||||
| Investment in McFarlane common shares (Note 7a) | 1,059 | — | ||||||
| Other gain (loss) on financial instruments | (156) | (3) | ||||||
| Total Financial Assets | 6,752 | 3,081 | ||||||
| Financial Liabilities | ||||||||
Gold Notes (Note 10b) | (8,514) | (5,125) | ||||||
ARIS.WT.A Listed warrants | — | (14,584) | ||||||
| Total Financial Liabilities | (8,514) | (19,709) | ||||||
| Total | $ | (1,762) | $ | (16,628) | ||||
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Notes to the Condensed Consolidated Interim Financial Statements Three months ended March 31, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
19. Supplemental Cash Flow Information
The following table summarizes other adjustments for non-cash income statement items and changes in non-cash operating working capital items.
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Other operating activities | ||||||||
| Adjustment for non-cash income statement items: | ||||||||
| Amortization of deferred revenue and cumulative catch-up | $ | (1,926) | $ | (1,222) | ||||
| Change in provisions | (6) | 18 | ||||||
| Increase in cash in trust for health obligation | (8) | 969 | ||||||
| Materials and supplies inventory provision | 7 | — | ||||||
| Settlement of reclamation and rehabilitation, environmental, health Plan, and other provisions | (207) | (198) | ||||||
| Increase in cash in trust for Marmato labour obligation | (13) | (25) | ||||||
| Other | (196) | 186 | ||||||
| Total | $ | (2,349) | $ | (272) | ||||
| Net change in non-cash working capital items: | ||||||||
| Accounts receivable and other (excluding VAT receivable) | $ | 5,596 | $ | (33) | ||||
| VAT Receivable | (15,530) | (11,760) | ||||||
| Inventories | 311 | (2,278) | ||||||
| Other current assets | (5,302) | (254) | ||||||
| Accounts payable and accrued liabilities | (16,616) | 739 | ||||||
| Total | $ | (31,541) | $ | (13,586) | ||||
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