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CONDENSED INTERIM CONSOLIDATED

FINANCIAL STATEMENTS

For the three and six months ended June 30, 2025

(Unaudited)

 


CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Expressed in thousands of United States dollars
(Unaudited)

As at   Note     June 30,
2025
    December 31,
2024
 
ASSETS                  
Current                  
Cash and cash equivalents       $ 28,594   $ 14,521  
Receivables, prepaids and other assets   7     2,882     1,733  
Inventories   8     23,488     11,087  
Gold stream derivative asset         19     33  
Total current assets         54,983     27,374  
                   
Inventories   8     10,541     9,711  
Other assets   7     344     235  
Restricted cash   6(a)     1,758     -  
Mining interest, plant and equipment   9     76,699     69,762  
TOTAL ASSETS       $ 144,325   $ 107,082  
LIABILITIES AND SHAREHOLDERS' EQUITY                  
Current liabilities                  
Accounts payable and accrued liabilities   10   $ 15,431   $ 14,798  
Term loans and derivative liabilities   11     312     1,803  
Deferred gain on sale of mineral interest   11     301     -  
Total current liabilities         16,044     16,601  
                   
Accrued liabilities   10     1,247     1,165  
Provision for reclamation and rehabilitation   12     19,330     4,363  
Deferred income taxes   19     5,755     3,224  
Deferred gain on sale of mineral interest   11     555     -  
Term loans and derivative liabilities   12     4,944     4,806  
Total liabilities         47,875     30,159  
                   
Shareholders' equity                  
Share capital   13     124,707     121,778  
Contributed surplus   13     15,641     16,321  
Accumulated other comprehensive income         2,480     2,837  
Deficit         (46,378 )   (64,013 )
Total shareholders' equity         96,450     76,923  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $ 144,325     107,082  

Events after the reporting period (Note 21)

Contingency (Note 6)

Commitment (Note 9 (b))

Approved by the Board of Directors on August 19, 2025

"John Hick", Audit Committee Chair "Akiba Leisman", Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements.


CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Expressed in thousands of United States dollars
(Unaudited)

          For the three months     For the six months  
          ended June 30,     ended June 30,  
    Note     2025     2024     2025     2024  
Revenue       $ 38,709   $ 28,063   $ 70,484   $ 47,224  
Production services revenue   14(c)(ii)     6     215     19     263  
          38,715     28,278     70,503     47,487  
Cost of sales                              
Production costs         (17,315 )   (9,763 )   (30,719 )   (17,712 )
Depreciation, depletion and amortization         (2,413 )   (1,952 )   (4,014 )   (4,150 )
          (19,728 )   (11,715 )   (34,733 )   (21,862 )
Gross profit         18,987     16,563     35,770     25,625  
Exploration and evaluation expenses         (2,209 )   (179 )   (3,739 )   (875 )
General and administrative expenses   17     (2,603 )   (3,023 )   (4,304 )   (4,816 )
Other income (expense)                              
Accretion and interest expense   18     (421 )   (254 )   (703 )   (385 )
Change in fair value of derivative liability   11(b)(c)     8     (925 )   (261 )   (1,300 )
Loss on gold stream derivative asset         (3 )   (260 )   (14 )   (250 )
Loss on settlement of reclamation liability   12(b)     -     -     -     (94 )
Gain on elimination of Contingent Consideration   6 (b)     1,000     -     1,000     -  
Foreign exchange gain (loss)         1,025     (47 )   506     (135 )
Interest income         13     23     17     37  
Income before income taxes         15,797     11,898     28,272     17,807  
Income tax expense   19     (4,448 )   (3,130 )   (7,498 )   (3,690 )
Deferred tax expense   19     (2,531 )   -     (2,531 )   -  
Income for the period       $ 8,818   $ 8,768   $ 18,243   $ 14,117  
Other comprehensive income                              
Income for the period         8,818     8,768     18,243     14,117  
Items subject to reclassification into statement of income:                              
Foreign currency translation adjustment         (868 )   16     (357 )   109  
Other comprehensive income for the period         (868 )   16     (357 )   109  
Comprehensive income for the period       $ 7,950   $ 8,784   $ 17,886   $ 14,226  
Basic income per common share       $ 0.11   $ 0.13   $ 0.23   $ 0.22  
Diluted income per common share       $ 0.11   $ 0.13   $ 0.23   $ 0.21  
Weighted average common shares outstanding - basic (thousands)         79,701     65,129     79,383     65,420  
Weighted average common shares outstanding - diluted (thousands)         81,327     67,334     81,009     66,831  

The accompanying notes are an integral part of these condensed interim consolidated financial statements.


CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Expressed in thousands of United States dollars
(Unaudited)

    Number
of shares
(000s)
    Share capital     Contributed
surplus
    Accumulated
other
comprehensive
income
    Deficit     Total  
Balance at December 31, 2023   65,551   $ 87,869   $ 12,552   $ 1,324   $ (81,117 ) $ 20,628  
Shares cancelled (NCIB)   (1,378 )   (1,744 )   -     -     (1,394 )   (3,138 )
Shares issued on exercise of options   287     472     (126 )   -     -     346  
Common shares issued on RSU vesting   49     104     (104 )   -     -     -  
Common shares issued to settle reclamation liability   298     460     -     -     -     460  
Capital contribution (Note 11 (a))   -     -     2,088     -     -     2,088  
Share-based compensation   -     -     576     -     -     576  
Net loss   -     -     -     -     14,117     14,117  
Other comprehensive income   -     -     -     109     -     109  
Balance at June 30, 2024   64,807   $ 87,161   $ 14,986   $ 1,433   $ (68,394 ) $ 35,186  
Shares cancelled (NCIB)   (619 )   (906 )   -     -     (654 )   (1,560 )
Shares issued on exercise of options   1,480     2,963     (790 )   -     -     2,173  
Common shares issued on RSU vesting   346     400     (400 )   -     -     -  
Shares issued on exercise of warrants   4     10     (4 )   -     -     6  
Common shares, replacement options and warrants issued on the acquisition of Goldsource   13,160     32,049     2,185     -     -     34,234  
Common shares issued on DSU vesting   71     101     (101 )   -     -     -  
Share-based compensation   -     -     445     -     -     445  
Net income   -     -     -     -     5,035     5,035  
Other comprehensive income   -     -     -     1,404     -     1,404  
Balance at December 31, 2024   79,249   $ 121,778   $ 16,321   $ 2,837   $ (64,013 ) $ 76,923  
Shares cancelled (NCIB)   (535 )   (749 )   -     -     (608 )   (1,357 )
Shares issued on exercise of options   474     1,584     (570 )   -     -     1,014  
Shares issued on exercise of warrants   794     2,088     (682 )   -     -     1,406  
Common shares issued on RSU vesting   4     6     (6 )   -     -     -  
Share-based compensation   -     -     578     -     -     578  
Net income   -     -     -     -     18,243     18,243  
Other comprehensive loss   -     -     -     (357 )   -     (357 )
Balance at June 30, 2025   79,986   $ 124,707   $ 15,641   $ 2,480   $ (46,378 ) $ 96,450  

The accompanying notes are an integral part of these condensed interim consolidated financial statements.


CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
Expressed in thousands of United States dollars
(Unaudited)

          For the three months     For the six months  
          ended June 30,     ended June 30,  
    Note     2025     2024     2025     2024  
Operating activities                              
Income for the period       $ 8,818   $ 8,768   $ 18,243   $ 14,117  
Non-cash items:                              
Accretion and interest expense         419     251     699     378  
Depreciation, depletion and amortization         2,498     1,995     4,180     4,236  
Deferred income tax         2,531     -     2,531        
Lease interest         3     3     5     7  
Loss on settlement of reclamation liability         -     -     -     94  
Gain on elimination of Contingent Consideration         (1,000)     -     (1,000)     -  
Change in fair value of derivative liability         (8)     925     261     1,300  
Loss on gold stream derivative asset         3     260     14     250  
Interest income - accrued         2     -     -     -  
Share-based payments         431     330     578     576  
Unrealized foreign exchange (gain) loss         (899)     (5)     (395)     88  
        $ 12,798   $ 12,527   $ 25,116   $ 21,046  
Changes in non-cash working capital   16     5,942     (4,029 )   (188 )   (7,313 )
Restricted cash - refunded         1,503     -     1,503     -  
Net cash provided by operating activities         20,243     8,498     26,431     13,733  
Investing activities                              
Acquistion of EG Acquisition LLC, proceeds paid         -     -     (6,489 )   -  
Acquistion of EG Acquisition LLC, cash acquired         -     -     346     -  
Acquistion of EG Acquisition LLC, transaction costs         (110 )   -     (351 )   -  
Sailfish Silver Option Payment         1,000     -     1,000     -  
Expenditures on mining interest, plant and equipment         (3,909 )   (2,601 )   (6,300 )   (3,590 )
Net cash used in investing activities       $ (3,019 ) $ (2,601 ) $ (11,794 ) $ (3,590 )
Financing activities                              
Purchase of common shares - NCIB         -     (2,927 )   (1,357 )   (3,138 )
Proceeds from exercise of warrants         672     -     1,406     -  
Proceeds from exercise of options         690     -     1,014     346  
Repayment of Sailfish Silver Loan         (387 )   (781 )   (1,286 )   (1,599 )
Repayment of interest on the Revised Wexford Loan         -     -     (317 )   -  
Payment to GR Silver on settlement of ARO         -     -     -     (500 )
Payments on lease liability         (26 )   (25 )   (52 )   (50 )
Net cash provided by (used in) financing activities       $ 949   $ (3,733 ) $ (592 ) $ (4,941 )
Effect of foreign exchange on cash and cash equivalents         21     28     28     15  
Change in cash and cash equivalents         18,194     2,192     14,073     5,217  
Cash and cash equivalents, beginning of the period         10,400     1,498     14,521     1,498  
Cash and cash equivalents, end of period       $ 28,594   $ 3,690   $ 28,594   $ 6,715  
Other information                              
Taxes paid - cash         (944 )   (872 )   (6,016 )   (1,430 )

The accompanying notes are an integral part of these condensed interim consolidated financial statements


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

1. NATURE OF OPERATIONS

Mako Mining Corp. ("Mako" or the "Company") was incorporated on April 1, 2004, under the laws of the Yukon Territory and continued into British Columbia under the British Columbia Corporations Act.  The Company is listed on the TSX Venture Exchange ("TSX-V") under the symbol MKO.  The address of the Company's corporate office and principal place of business is Suite 700 - 838 West Hastings Street, Vancouver, BC, V6C 0A6, Canada.

On March 27, 2025, the Company acquired EG Acquisition LLC (individually, or collectively with its subsidiaries, as applicable, "EGA"), whereby Mako US Corp. acquired all of EGA's issued and outstanding common shares, resulting in the acquisition of the Moss mine, in Arizona, USA (the "Moss Transaction") (Note 6).

On July 3, 2024, the Company acquired Goldsource Mines Inc. (individually, or collectively with its subsidiaries, as applicable, "Goldsource"), whereby Mako acquired all of Goldsource's issued and outstanding common shares, resulting in the acquisition of the Eagle Mountain Property, in Guyana, South America.

Mako is a gold mining and exploration company. The Company's primary asset is the San Albino mine, an open pit mine located in Nicaragua, and the Moss mine, also an open pit operation. In addition to its mining operations, Mako continues to explore its other concessions in Nicaragua, Guyana and the USA.

2. BASIS OF PRESENTATION

(a) Statement of compliance

These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), as applicable to the preparation of interim financial statements including International Accounting Standard 34, Interim Financial Reporting ("IAS 34"). Accordingly, they do not include all the information and notes to the consolidated financial statements required by IFRS Accounting Standards for annual financial statements and should be read in conjunction with the Company's most recent audited consolidated financial statements for the year ended December 31, 2024.

These condensed interim consolidated financial statements were authorized for issue by the Board of Directors on August 19, 2025.

(b) Basis of presentation

The accounting policies and methods used in the preparation of these condensed interim consolidated financial statements are the same as those applied in the Company's most recent audited consolidated financial statements for the year ended December 31, 2024, except for:

Inventories


Inventory includes work in progress inventory in the form of stockpiled ore, ore in-circuit and heap leach ore inventory, finished goods inventory, and supplies and spare parts.

 Stockpiled ore represents unprocessed ore that has been mined and is available for future processing. Stockpiled ore is measured by estimating the number of tonnes through physical surveys and contained ounces through grade reconciliation via the ore control process.


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

 Ore in-circuit inventory represents material that is currently being processed to extract the contained gold into a saleable form, typically unrefined doré. The amount of gold in-circuit is determined by assay values and by measure of the various gold bearing materials in the recovery process.

 Heap leach ore inventory represents estimated gold and silver ounces contained in ore that has been placed on the heap leach pad for cyanide irrigation. When ore is placed on the heap leach pad, an estimate of recoverable ounces is made based on tonnage, grade and estimated recoveries of the ore that was placed on the heap leach pad. The estimated recoverable ounces on the heap leach pad are used to determine inventory cost. The estimated recoverable ounces carried on the heap leach pad are adjusted based on actual recoveries being experienced. Actual and estimated recoveries are measured to the extent possible, using various indicators including but not limited to, leach curve recoveries, column tests and current trends in the level of ounces carried on the pad.

 Finished metal inventory consists of gold in doré awaiting refinement, or bullion.

 Supplies and spare parts inventory consist of consumables used in operations, such as fuel, chemicals, reagents and spare parts.

Cost of work in progress inventory and finished goods includes all direct costs incurred in production including mining; crushing, leaching and processing; site administration costs; and allocated indirect costs, including depreciation and amortization of mineral property, plant and equipment. Inventory costs are charged to production costs on the basis of the quantity of metal sold. Cost of supplies and spare parts inventory include acquisition, freight and other directly attributable costs.

These condensed interim consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments that are measured at fair value.

(c) Basis of consolidation

These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions, balances, revenues and expenses have been eliminated upon consolidation.

Subsidiaries are included in the condensed interim consolidated financial statements from the date control is obtained until the date of disposition or until control ceases.  Control exists when the Company has exposure or rights to variable returns from its involvement with an entity, and the ability to affect those returns through its power over the entity.

The condensed interim consolidated financial statements of the Company include the following subsidiaries:

 
Subsidiary
Referred
to as
Place of
incorporation
Ownership
interest
 
Principal activity
Goldsource Mines Inc. "Goldsource" Canada 100% Parent company to EMGC
Eagle Mountain Gold Corp. "EMGC" Canada 100% Parent company to Stronghold
Stronghold Guyana Inc. "Stronghold" Guyana 100% Holds mineral interest in Guyana, exploration activities; and has a 98% interest in a joint arrangement with Kilroy Mining Inc to operate the Eagle Mountain Gold Project.
Gold Belt, S.A. "Gold Belt" Nicaragua 100% Holds mineral interest in Nicaragua, exploration activities.
Nicoz Resources, S.A. "Nicoz" Nicaragua 100% Gold production. Holds mineral interest in Nicaragua, San Albino and Las Conchitas deposits and exploration activities.
Mako US Corp. "Mako US" United States 100% Service company and parent company to EGA.
EG Acquisition LLC "EGA" United States 100% Parent company to GVC.
Golden Vertex Corp. "GVC" United States 100% Gold production. Holds mineral interest in the USA, the Moss Mine.

The functional currency of EGA and GVC is the United States dollar ("US dollar").


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

3. NEW ACCOUNTING POLICIES AND STANDARDS ADOPTED

There are no new accounting policies and standards adopted since December 31, 2024.

4. RECENT IFRS PRONOUNCEMENTS ISSUED BUT NOT YET EFFECTIVE

The recent IFRS pronouncements issued but not yet effective are consistent with those disclosed in Note 4 of the Company's consolidated financial statements for the year ended December 31, 2024.

5. ESTIMATION UNCERTAINTY AND JUDGMENTS IN APPLYING THE COMPANY'S ACOUNTING POLICIES

The preparation of these condensed interim consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed at each period end. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Outlined below are the key areas which require management to make significant judgements, estimates and assumptions in determining carrying values.

Areas where estimation uncertainty have the most significant effect on the amounts recognized in the condensed interim consolidated financial statements include:

(a) Estimated mineral resources

Mineral resources are estimates of the amount of metal that can be extracted from the Company's properties, considering both economic and legal factors. The Company estimates the quantity and/or grade of its mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires judgments to interpret the complex geological data. Calculating mineral resources is based upon factors such as estimates of metallurgical recoveries along with geological assumptions and judgments made in estimating the size and grade of the ore body. Changes in the mineral resources may affect the Company's financial position in a number of ways, including:


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(b) Reclamation and remediation provisions

Reclamation and remediation provisions represent the present value of estimated future costs for the reclamation of the Company's mines and properties. These estimates include assumptions as to the cost of services, timing of the reclamation work to be performed, inflation rates, foreign exchange rates and interest rates. The reclamation and closure estimates are more uncertain the further into the future the activities are to be performed.

The actual cost to reclaim a mine may vary from the estimated amounts because there are uncertainties in factors used to estimate the cost and potential changes in regulations or laws governing the reclamation of a mine. Management periodically reviews the reclamation requirements as new information becomes available and will assess the impact of new regulations and laws as they are enacted. Any changes to assumptions will result in an adjustment to the provision which affects the Company's liabilities and either its mining interest, plant and equipment or statement of income.

(c) Stockpiled ore, ore in-circuit and heap leach ore net realizable value ("NRV")

Management applies significant judgment in developing the NRV of stockpiled ore, ore in-circuit and heap leach ore inventory, including assumptions related to estimated recoverable ounces of gold within stockpiled ore and ore in-circuit inventory, the estimated forecasted gold price per ounce, estimated costs of completion and selling expenses.

(d) Depreciation, depletion and amortization

The Company uses the units of production method to deplete mineral properties and the straight-line method to amortize plant and equipment. The calculation of the unit of production rate and the useful life and residual values of plant and equipment, and therefore the annual depletion and depreciation expense, could be materially affected by changes in the underlying estimates. Changes in estimates can be the result of changes in the Company's mine plans, changes in the estimation of mineral resources and changes in the estimated remaining life or residual value of plant and equipment.

Areas where accounting policy judgements have the most significant effect on the amounts recognized in the consolidated financial statements include:

(e) Exploration versus Development Expenditures

The classification of exploration versus development expenditures requires management to make significant judgements. Exploration expenditures are incurred during the search for mineral resources, while development expenditures relate to preparing identified resources for commercial production.

Judgement is required to determine the point at which exploration activities transition to development activities, which involves assessing factors such as the technical feasibility and commercial viability of extracting the resource. These judgements are made considering the specific circumstances of each project and are reviewed periodically to reflect any changes in economic or operational factors.

These determinations can materially impact the financial statements, as exploration expenditures are expensed as incurred, whereas development expenditures may be capitalized as part of the asset's cost.

(f) Business combinations and asset acquisitions

The assessment of whether an acquisition meets the definition of a business or whether it is a purchase of assets is a key area of judgment. If deemed to be a business combination, the acquisition method requires acquired assets and liabilities assumed to be recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill. Where an acquisition involves a purchase of assets the purchase price is allocated to the assets acquired and liabilities assumed based on their relative fair value and no goodwill arises on the transaction. During the six months ended June 30, 2025, the Company acquired the Moss mine, which was determined to be a purchase of assets (Note 6).


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(g) Deferred income taxes

The determination of income tax expense and deferred income tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretation of laws in the countries in which the Company operates. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred income taxes or the timing of tax payments.

(h) Impairment of non-current assets

Management applies significant judgment in its assessment and evaluation of asset or cash generating units at each reporting date to determine whether there are any indications of impairment. The Company considers both internal and external sources of information when making the assessment of whether there are indications of impairment for the Company's mineral properties, buildings, plant and equipment, development asset and to exploration and evaluation assets.

External sources of information considered are changes in the Company's economic, legal and regulatory environment, which it does not control, but affect the recoverability of its mining assets. Internal sources of information the Company considers include the manner in which mining properties and the buildings, plant and equipment are being used or are expected to be used and indications of economic performance of the assets. Calculating the fair value less costs of disposal of cash generating units for impairment tests requires management to make estimates and assumptions with respect to future production levels, operating, capital and closure costs, future metal prices and discount rates.

For exploration and evaluation assets, indicators of impairment may include (i) the period during which the Company has the right to explore in the specific area has expired during the period or will expire in the near future and is not expected to be renewed, (ii) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned, (iii) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and sufficient data exists to indicate that the carrying value of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

Changes in any of the assumptions or estimates used in determining the fair values could impact the impairment analysis.  Management identified no impairment indicators as of June 30, 2025.

6. ACQUISTION OF EG ACQUISITION LLC

On March 27, 2025, the Company's subsidiary Mako US Corp. completed the acquisition of EGA, acquiring 100% of the issued and outstanding common shares from Wexford EG Acquisition LLC ("Wexford EGA") an entity owned by the Company's significant shareholder. EGA owns 100% of the common shares of GVC, which owns the Moss mine. On completion of the transaction, the Company acquired 100% of the Moss Mine.


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

The acquisition has been accounted for as a purchase of assets as the Company concluded that it did not acquire processes that could develop the acquired inputs into an operating mine.

Wexford EGA acquired GVC from Elevation Gold Mining Corporation ("Elevation") under a Companies' Creditors Arrangement Act proceeding and related Chapter 15 proceeding in the United States (the "Bankruptcy Process") on December 31, 2024.

The purchase price for the Company's acquisition of EGA is composed of the following:

The total purchase price of $7,844,899, including an estimate of the fair value of the Contingent Consideration, is composed as follows:

 

 

$

Cash paid on closing

 

6,489

Moss Transaction costs

 

356

Fair value of Contingent Consideration (Royalty Agreements settlement)

  (Note 6 b)

 

1,000

 

 

7,845

The purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed as follows:

Relative fair value of net assets acquired and (liabilities) assumed

As at March 27, 2025

$

 

 

Cash

346

Prepaid expenses and deposits

401

Inventory

13,139

Restricted cash (Note 6 a)

3,259

Building and equipment

603

Mining interest

5,424

 

23,172

Less:

 

Accounts payable and accrued liabilities

(1,067)

Provision for reclamation and rehabilitation

(14,260)

 

7,845

The total purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed, including the mining interest and working capital. The provision for reclamation and rehabilitation was initially measured in accordance with IAS 37. The value of the building, equipment and the mining interest was determined based on a discounted cash flow model using a two-year life of mine.

(a) Restricted Cash

The Company maintains restricted cash balances related to collateral security for reclamation bonds. These reclamation bonds are required by regulatory authorities to ensure financial assurance for the Company's future reclamation obligations associated with its mining operations at the Moss mine.


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

On June 20, 2025, restricted cash of $1,503,335 held for reclamation bond purposes was released to the Company.

As of June 30, 2025, the total restricted cash held for reclamation bond purposes amounts to $1,757,761, which is classified as non-current on the balance sheet based on the anticipated timing of the bond release conditions.

These funds are held in designated accounts and cannot be used for general corporate purposes unless released by the relevant issuer of the reclamation bond upon fulfillment of specific requirements. The Company continues to monitor and assess its reclamation obligations to ensure compliance with applicable environmental regulations and financial assurance requirements.

(b) Contingent Consideration - Royalty agreement settlements

The 1% net smelter return royalty at the Moss mine held by affiliates of Sandstorm Gold Ltd. and the 3% net smelter return royalty at the Moss mine held by Patriot Gold Corporation (collectively, the "Royalty Holders") are currently being disputed by Elevation as part of the Bankruptcy Process whereby the court is asked to declare the validity of the real property interests asserted by the Royalty Holders ("Royalty Agreements").

Should Elevation be successful in invalidating the Royalty Agreement or if an agreement is reached with the Royalty Holders to terminate Royalty Agreements by December 31, 2025, the Company will pay Elevation $1,500,000.

The purchase price includes an accrual for the settlement of the royalty disputes that arose in connection with the Bankruptcy Process, involving the 1% net smelter return royalty at the Moss mine held by affiliates of Sandstorm Gold Ltd. and the 3% net smelter return royalty at the Moss mine held by Patriot Gold Corporation, which are still before the United States Bankruptcy Court for the District of Arizona.

The fair value of the Contingent Consideration has been determined using the expected value approach in accordance with IFRS 13, Fair value measurements. The Contingent Consideration is recognized as a liability at amortized cost. The expected value approach develops a set of probability-based outcomes for the Contingent Consideration discounted based on market participant assumptions to determine the fair value. The assumptions used in the valuation included the likelihood of success in vesting away the royalties, and timing of the court settlement. The fair value of the Contingent Consideration was estimated to be $1,000,000 at the acquisition date.

On June 30, 2025, the Company reassessed the likelihood of the cash flow for the Contingent Consideration and determined that it was remote following the subsequent acquisition of the secured indebtedness (the "Debt") owed by Elevation to Maverix Metals Inc. ("Maverix") on July 2, 2025.

Refer to Note 21 (a).  A gain of $1,000,000 on the elimination of Contingent Consideration was recognized in the statement of income and comprehensive income for the six months ended June 30, 2025.


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

7. RECEIVABLES, PREPAIDS AND OTHER ASSETS

As at   June 30,
2025
    December 31,
2024
 
Trade receivable $ 766   $ 321  
Prepaid expenses   704     715  
Supplier advances and deposits   1,005     637  
Marketable security   295     -  
Other   112     60  
    2,882     1,733  
Disclosed as non-current:            
Prepaid expenses   29     35  
Supplier advances and deposits   315     171  
Deferred transaction costs   -     29  
    344     235  
  $ 3,226   $ 1,968  

8. INVENTORIES

As at   June 30,
2025
    December 31,
2024
 
Stockpiled ore $ 8,562   $ 6,645  
Ore in-circuit   1,502     1,501  
Heap leach ore   8,017     -  
Finished metal   986     232  
Supplies and spare parts   4,421     2,709  
    23,488     11,087  
Disclosed as non-current:            
Stockpiled ore   7,684     7,651  
             
Heap leach ore   1,358     -  
Supplies and spare parts   1,499     2,060  
    10,541     9,711  
  $ 34,029   $ 20,798  

As at June 30, 2025, ore in-circuit, heap leach ore, finished metal and stockpiled ore was recorded at cost. As at December 31, 2024, ore in-circuit, finished metal and stockpiled ore was recorded at cost. During the six months ended June 30, 2025, no write downs were recorded (2024: $nil).

During the year ended December 31, 2024, management reclassified supplies and spare parts as non-current assets if they were intended for use beyond a 12-month period.


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

9. MINING INTEREST, PLANT AND EQUIPMENT

    Mineral
properties
    Building,
Plant &
Equipment
    Exploration &
Evaluation
Assets
    Development
Asset
    Total  
Cost                              
As at December 31, 2023 $ 24,102   $ 43,642   $ 765   $ -   $ 68,509  
Additions   6,269     2,845     20     -     9,134  
Acquisition Goldsource   -     402     37,655     -     38,057  
Asset retirement obligation   684     40     18     -     742  
Deferred stripping   5,887     -     -     -     5,887  
Translation of foreign operation to presentation currency   -     -     (51 )   -     (51 )
As at December 31, 2024 $ 36,942   $ 46,929   $ 38,407   $ -   $ 122,278  
Additions   3,684     875     -     116     4,675  
Acquisition Moss Mine   -     603     -     5,424     6,027  
Sailfish Silver Option   (144 )   -     -           (144 )
Asset retirement obligation   431     9     (47 )   67     460  
Deferred stripping   533     -     -     -     533  
As at June 30, 2025 $ 41,446   $ 48,416   $ 38,360   $ 5,607   $ 133,829  
Accumulated depreciation                              
As at December 31, 2023 $ 18,830   $ 29,147   $ -         $ 47,977  
Depreciation   395     4,144     -           4,539  
As at December 31, 2024 $ 19,225   $ 33,291     -   $ -   $ 52,516  
Depreciation   2,280     2,334     -           4,614  
As at June 30, 2025 $ 21,505   $ 35,625   $ -   $ -   $ 57,130  
Net book value as at December 31, 2023 $ 5,272   $ 14,495   $ 765   $ -   $ 20,532  
Net book value as at December 31, 2024 $ 17,717   $ 13,638   $ 38,407   $ -   $ 69,762  
Net book value as at June 30, 2025 $ 19,941   $ 12,791   $ 38,360   $ 5,607   $ 76,699  

(a) Exploration projects in Nicaragua are Potrerillos at $645,000 and El Jicaro at $120,000.

(b) Exploration projects in Guyana are the Eagle Mountain Project at $37,685,000 acquired on acquisition of Goldsource.

On September 30, 2024, the Guyana Geology and Mines Commission granted a prospecting license on the Eagle Mountain Project to the Company's subsidiary, Stronghold, for a three-year term. As part of the prospecting license application, the Company is obliged to spend, by December 31, 2025, a minimum of $2,560,000 on the execution of the work program of the prospecting license.


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As at   June 30,
2025
    December 31,
2024
 
Accounts payable and accrued liabilities $ 9,386   $ 10,043  
Lease liability (Note 10 (a))   100     97  
Income taxes payable   5,807     4,346  
Due to related parties (Note 14 (a)&(b))   138     312  
Total current liabilities $ 15,431   $ 14,798  
             
Non-current liability            
Lease liability (Note 10(a))   19     69  
Accrued liabilities (Note 10 (b))   1,228     1,096  
Total non-current liabilities   1,247     1,165  
Total accounts payable and accrued liabilities $ 16,678   $ 15,963  

(a) Lease liability

As at   June 30,
2025
    December 31,
2024
 
Opening balance $ 166   $ 256  
Lease payments made   (52 )   (103 )
Finance charges   5     13  
Closing balance   119     166  
Less:  current portion   (100 )   (97 )
  $ 19   $ 69  

The lease liability was discounted at a discount rate of 6%.

    $  
Total lease payments payable for the next twelve months   105  
Total lease payments payable for the next 1-3 years   18  

(b) Severance Obligation

Non-current accrued liabilities as at June 30, 2025, include severance obligation for employees at the Company's operations in Nicaragua of $981,307 (December 31, 2024: $878,260).  The severance is computed based on the years of service at the last salary of employment. Employees that work six years or more have a maximum benefit of five months' salary. The calculation is in line with labor regulations in Nicaragua.


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

11. TERM LOANS AND DERIVATIVE LIABILITIES

As at  
Wexford
Loan
    Wexford
Bridge Loan
    Sailfish Silver
Loan Derivative
Liability
    Total  
    (Note 11 (a))           (Note 11 (b))        
Balance, December 31, 2023 $ 6,287   $ -   $ 4,381   $ 10,668  
Liability assumed on acquisition of Goldsource   -     1,506           1,506  
Extinguishment of the original financial liability and replacement with the Revised Wexford Loan   (2,087 )   -     -     (2,087 )
Remeasurement loss from change in timing of cash flows   483     -     -     483  
Accretion and accrued interest   754     8     -     762  
Repayments   (314 )   (1,514 )   -     (1,828 )
Cost to deliver 162,000 oz of silver   -     -     (4,622 )   (4,622 )
Fair value adjustment   -     -     1,727     1,727  
Balance, December 31, 2024 $ 5,123   $ -   $ 1,486   $ 6,609  
Accretion and accrued interest   450     -     -     450  
Repayments   (317 )   -     -     (317 )
Cost to deliver 54,000 oz of silver   -     -     (1,747 )   (1,747 )
Fair value adjustment   -     -     261     261  
Balance, June 30, 2025 $ 5,256   $ -   $ -   $ 5,256  
                         
Disclosed as follows as at June 30, 2025:                        
Current liabilities $ 312   $ -   $ -   $ 312  
Non-current liabilities   4,944     -     -     4,944  
  $ 5,256   $ -   $ -   $ 5,256  

(a) Wexford Loan and Revised Wexford Loan

On March 27, 2024, the Company entered into an eighth amending agreement for the Wexford Loan wherein the Company and the Wexford Catalyst Trading Limited, Wexford Spectrum Trading Limited, Debello Trading Limited and Wexford Focused Trading Limited (collectively, the "Lenders") agreed to further extend the maturity date from March 31, 2025 to March 31, 2029 and to transfer the existing facility comprised of accrued interest and cash bonus interest into a new term loan with a balance of $6,287,872. The new loan accrues interest at a rate of 10% per annum compounded semi-annually and matures on March 31, 2029. Due to the substantial modification of the terms of the agreement, management accounted for this transaction as an extinguishment of the original financial liability and replacement with a new financial liability (the "Revised Wexford Loan"). 

The Company used an effective interest rate of 18%, the estimated market interest rate for non-related parties based on comparable debt when valuing the Revised Wexford Loan upon initial recognition and assumed the accrued interest and principal would be paid at maturity. As a result, the Company recorded a capital contribution from a related party of $2,088,329 directly in contributed surplus during the year ended December 31, 2024, arising from the difference between the actual rate and the estimated market rate. The Revised Wexford Loan is measured at amortized cost and will be accreted to maturity over the term using the effective interest method.


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

At December 31, 2024, the Company changed its estimated timing of cash flows with respect to the Revised Wexford Loan and expects to make interest payments on a semi-annual basis over the remaining term of the agreement. As a result, the Company recalculated the gross carrying amount of the liability and recognized a remeasurement loss of $482,736.

On January 2, 2025, an interest payment of $316,978 was made on the Revised Wexford Loan. Refer to Note 21 (b).

During the three and six months ended June 30, 2025, the Company recorded $228,997 and $450,450 ($2024: $215,708 and $313,533) of accretion and accrued interest on the Revised Wexford Loan all of which has been expensed, respectively.

(b) Sailfish Silver Loan Derivative Liability

(i) On May 24, 2023, the Company entered into an agreement with Sailfish, whereby Sailfish advanced $6,000,000 (received, May 25, 2023) for the delivery of a fixed number of ounces of silver (13,500), on the last day of the month or the gold equivalent, for a period of 24 months ("Silver Loan").  Interest on the Silver Loan is accrued at US Prime (8.25%) plus four percent per annum, calculated daily on undelivered ounces when due. Sailfish also has the option, exercisable after 12 months from entering the Silver Loan, to purchase all remaining future silver production from the Company's San Albino-Murra concession for an additional $1,000,000. Refer to note 11 (ii).

The Company determined that the stream obligation is a derivative liability, and as such, the stream obligation is recorded at FVTPL at each statement of financial position date.

On April 28, 2025, the Company delivered the final installment of 13,500 ounces of silver on the Sailfish Silver Loan.

During the three and six months ended June 30, 2025, the Company delivered one and four installments (2024: three and three) totaling 13,500 and 54,000 (2024: 40,500 and 81,000) ounces of silver, respectively.

During the three and six months ended June 30, 2025, a change in the fair value of the Silver Loan of $8,195 and $261,137 (2024: $925,196 and $1,300,036) was recorded in change in fair value of derivative liability in the statement of income and comprehensive income.

As of June 30, 2025, the Company has no outstanding instalments remaining.

(ii) Sailfish Silver Option

On April 28, 2025, Sailfish exercised its option to purchase all remaining future silver production from the Company's San Albino-Murra concession for $1,000,000 ("Sailfish Silver Option").  The Company accounted for the arrangement as a partial disposal of mineral interest as Sailfish is entitled to all future silver production and is exposed to the risks and rewards of ownership as a result, and whereas the Company has sold its right to the future economic benefits from the production of silver.

In accordance with IAS 16 Property, Plant, and Equipment, the portion of the mineral interest attributable to the additional refined silver was derecognized upon exercise of the Sailfish Silver Option based on the proportion of expected silver output relative to total production over the life of the mine in the amount $144,052. A gain of $855,958 was calculated at the time of derecognition as the Company has no obligation to produce and future extraction services were determined to be of nominal value.  The gain is deferred and will be recognised as the silver is delivered.


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

12. RECLAMATION AND REHABILITATION OBLIGATIONS ("ARO")

    San Albino
Project
    Eagle
Mountain
Project
    Moss Mine     La Trinidad
Mine
    Total  
Balance, December 31, 2023 $ 2,198   $ -   $ -   $ 866   $ 3,064  
Liability acquired on acquisition of Goldsource   -     1,265     -     -     1,265  
Cash outflows for reclamation and rehabilitation activities   (4 )   -     -     -     (4 )
Changes in estimate   725     (13 )   -     -     712  
Accretion expense   130     64     -     -     194  
Liability extinguished   -     -     -     (866 )   (866 )
Translation of foreign operation to presentation currency   -     (2 )   -     -     (2 )
Balance, December 31, 2024 $ 3,049   $ 1,314   $ -   $ -   $ 4,363  
Liability acquired on acquisition of Moss Mine   -     -     14,260     -     14,260  
Changes in estimate   440     (47 )   67     -     460  
Accretion expense   75     32     140     -     247  
Balance, June 30, 2025 $ 3,564   $ 1,299   $ 14,467   $ -   $ 19,330  

(a) The Company has recognized closure and reclamation liabilities relating to the San Albino Project, the Eagle Mountain Project and to the Moss Mine and has determined that no significant closure and reclamation liabilities exist in connection with the activities on its other properties. The Company has calculated the present value of the closure and reclamation provision as at June 30, 2025, using the undiscounted estimate of cash outflows associated with reclamation activities as $22,030,111 (December 31, 2024: $4,984,343), with $3,949,921 (December 31, 2024: $3,533,274) associated to the San Albino Project, with $1,951,069 (December 31, 2024: $1,451,069) associated to the Eagle Mountain Project and with $16,129,121 associated to the Moss Mine. The provision was determined using discount rates ranging between 3.72% - 5.00% (December 31, 2024: 4.25% - 5.00%) and an inflation rate ranging between 2.35% and 2.52% (December 31, 2024: ranging between 2.46% and 2.50%).

(b) Extinguishment of La Trinidad Mine ARO

On February 15, 2024, the Company entered into an agreement with GR Silver Mines Ltd. ("GR Silver") to settle all liabilities and responsibilities, including but not limited to the reclamation and rehabilitation obligations, of the Company, related to the sale of the Company's Mexican operations to GR Silver in March 2021 ("Settlement and Release Agreement").

Pursuant to the terms of the Settlement and Release Agreement, the Company made a cash payment of $500,000 to GR Silver and issued 296,710 common shares of the Company for a total payment of $960,000. A loss of $94,077 on the disposition of the liability was recognized in the statement of income and comprehensive income for the three months ended March 31, 2024.

13. SHARE CAPITAL

(a) Authorized - Unlimited number of common shares, without par value.


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(b) Issued

(i) During the six months ended June 30, 2025, 474,366 common shares of the Company were issued on the exercise of 474,366 share options with a weighted average exercise price of C$2.98 per option for gross proceeds of $1,014,025. The fair value of $569,943 was transferred from contributed surplus to share capital. The weighted average share price at the date of exercise was C$4.54.

(ii) During the six months ended June 30, 2025, 793,807 common shares of the Company were issued on the exercise of 793,807 warrants with a weighted average exercise price of C$2.50 per option for gross proceeds of $1,405,991. The fair value of $682,301 was transferred from contributed surplus to share capital. The weighted average share price at the date of exercise was C$4.26.

(iii) On May 12, 2025, 3,651 common shares of the Company were issued on the vesting of 3,651 restricted share units and the fair value of $5,544 was transferred from contributed surplus to share capital.

(i) On November 19, 2024, the Company commenced a normal course issuer bid ("NCIB-2025") whereby the Company intends to purchase up to an aggregate of 3,956,485 common shares of the Company, representing 5% of the common shares issued and outstanding as of that date. Purchases under the NCIB-2025 will end no later than November 18, 2025.

During the six months ended June 30, 2025, the Company purchased 534,800 common shares of the Company, under the NCIB-2025 for $1,357,043 and allocated $608,449 to deficit.  These common shares were cancelled.

(c) Share options

    For the six months ended
June 30, 2025
    For the year ended
December 31, 2024
 
    Number
of options
     
WAEP
    Number
of options
     
WAEP
 
Opening balance   1,805,050     C$2.83     3,736,504     C$2.62  
    Granted   740,000     C$4.47     200,000     3.31  
    Mako replacement options on
        acquisition of Goldsource
  -     -     1,181,950     2.49  
    Exercised   (474,366 )   C$2.98     (1,767,853 )   1.95  
    Forfeited   (10,000 )   C$4.47     (45,000 )   2.13  
    Expired   -     -     (1,500,551 )   3.18  
Ending balance   2,060,684     C$3.25     1,805,050     C$2.83  
Options exercisable   1,151,516     C$2.81     1,429,217     C$2.88  
Weighted average remaining contractual life (in years)   1.57           2.77        

      WAEP = Weighted average exercise price

On April 18, 2025, the Company granted 740,000 stock options to officers, employees and consultants of the Company exercisable to acquire one common share of the Company at an exercise price of C$4.47 per share for a term of five years, expiring on April 18, 2030. The options vest as to 25% on the first anniversary of the date of grant, and as to 25% on each of the second third and fourth anniversary of the date of grant. The fair value of these options was calculated as $1,258,557 (C$1,744,960) using the Black-Scholes model with the following inputs: share price on grant date C$4.55, five years to maturity, risk free interest rate of 2.78% and a volatility of 58.24%.  The expected volatility reflects management's best estimate of future share price fluctuations, based on historical share price data and expected forfeitures at the time of grant.


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

During the three and six months ended June 30, 2025, the Company recorded share-based payments expense of $177,938 and $233,829, all of which is included in general and administrative expenses, respectively.

Also refer to Note 21 (c).

(d) Restricted share units ("RSU")

On April 18, 2025, the Company granted 502,785 RSUs to officers of the Company. Each RSUs will vest one-third on December 15, 2026, one-third on December 15, 2027 and one-third on December 15, 2028. Once vested, each RSU is exercisable into one common share entitling the holder to receive the common share for no additional consideration.

The fair value of the RSUs at the grant date was C$4.55 per unit, resulting in a total grant-date fair value of $1,649,978. The fair value was determined based on the market price of the Company's common shares on the date of issuance. The RSUs are expected to be settled through the issuance of common shares.

On May 12, 2025, 3,651 RSUs vested.

During the three and six months ended June 30, 2025, total share‐based compensation relating to RSUs was $199,996 and $260,350 (2024: $163,440 and $334,746), of which all is included in general and administrative expenses, respectively.

As at June 30, 2025, there were 1,086,119 (December 31, 2024 - 586,985) RSUs outstanding.

(e) Deferred share units ("DSU")

On April 18, 2025, the Company granted 145,000 DSUs to directors of the Company. Each DSU will vest on the director's termination of service and is exercisable into one common share entitling the holder to receive the common share for no additional consideration or receive the cash equivalent or a combination thereof, at the Board's discretion.

The fair value of the DSUs at the grant date was C$4.55 per unit, resulting in a total grant-date fair value of $475,846. The fair value was determined based on the market price of the Company's common shares on the date of issuance.  The DSUs are expected to be settled through the issuance of common shares.

For the three months and six months ended June 30, 2025, total share‐based compensation relating to DSUs was $52,077 and $83,325 (2024: $38.688 and $77,377), of which all is included in general and administrative expenses, respectively.

At June 30, 2025, there were 460,640 (December 31, 2024: 315,640) DSUs outstanding. Refer to Note 21 (c).


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(f) Warrants

    For the six months ended
June 30, 2025
    For the year ended
December 31, 2024
 
    Number
of warrants
     
WAEP
    Number
of warrants
     
WAEP
 
Opening balance   837,807     C$2.50     -     C$-  
    Mako replacement warrants on acquisition of Goldsource   -     -     841,503     2.50  
    Exercised   (793,807 )   2.50     (3,696 )   2.50  
    Expired   (44,000 )   2.50     -     -  
Ending balance   -     -     837,807     C$2.50  
Weighted average remaining contractual life (in years)   -           0.38        

      WAEP = Weighted average exercise price

During the three and six months ended June 30, 2025, 372,900 and 793,807 warrants were exercised with an exercise price of C$2.50 per warrant for gross proceeds of $673,198 (C$932,250) and $ 1,405,992 (C$1,984,518), respectively. 

The weighted average share price at the date of exercise was C$4.26.

At June 30, 2025, there were nil (December 31, 2024: 837,807) warrants outstanding.

14. RELATED PARTY TRANSACTIONS

(a) Key management compensation

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company, and comprise the Company's Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Directors.

    Three months
ended June 30,
 
    Six months 
ended June 30,
 
    2025     2024     2025     2024  
Director fees $ 69   $ 57   $ 173   $ 114  
Salaries, consulting and management fees   625     1,100     834     1,311  
Share-based compensation   215     188     300     383  
Total $ 909   $ 1,345   $ 1,307   $ 1,808  

As at   June 30,
2025
    December 31,
2024
 
Amount included in accounts payable and accrued liabilities $ 46   $ 303  


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

(b) Tes‐Oro Mining Group, LLC ("Tes-Oro")

Tes-Oro is a private company controlled by the Company's Chief Operating Officer. Tes-Oro is a full-service engineering, procurement and construction management firm working with the Company. During the three and six months ended June 30, 2025, the Company expensed fees relating to consulting services of $90,044 and $91,543 (2024:  $1,002 and $1,503), and $18,846 and $48,681 (2024:  $12,529 and $18,794) in general office expenses, respectively. Amounts payable to Tes-Oro as at June 30, 2025, were $92,433 (December 31, 2024: $9,397).

(c) Sailfish Royalty Corp. ("Sailfish")

Sailfish is a publicly traded company related by common shareholders, and a director. In addition to the Sailfish Silver Loan Derivative Liability and the Sailfish Silver Option (Note 11 (b)), during the three and six months ended June 30, 2025, the Company's subsidiary Nicoz had the following transactions with Sailfish:

Gold stream sales

i. Nicoz received advances of $nil (2024: $239,922 and $391,485) for the purchase of gold ounces.

ii. Nicoz sold 9 and 26 (2024: 365 and 456) ounces of gold to Sailfish for $6,587 and $19,402 (2024: $214,234 and $263,265) of which $6,587 and $19,402 (2024: $214,234 and $263,265) is recorded as production services revenue and $3,038 and $14,410 (2024:

$259,621 and $250,037) is included in the loss on gold stream derivative asset disclosed in the consolidated statement of income and comprehensive income, respectively.

As at June 30, 2025, a balance of $6,587 was receivable from Sailfish and is included in receivables (December 31, 2024: $69,698).

Royalty fee

Sailfish is entitled to a two percent net smelter royalty of the production of all gold and silver ounces, excluding the area of interest, as defined in the amended gold stream agreement entered into in November 2018. 

During the three and six months ended June 30, 2025, a royalty fee of $626,603 and $1,162,526 (2024: $168,132 and $329,963) was payable to Sailfish and is included in production costs in the consolidated statement of income and comprehensive income.

During the three and six months ended June 30, 2025, Nicoz offset $12,815 and $82,513 (2024: $nil) in royalty fees payable to Sailfish against the gold stream sales owed by Sailfish, respectively.

As at June 30, 2025, a balance of $626,603 (December 31, 2024: $432,870) was payable to Sailfish and is included in accounts payable and accrued liabilities.

(d) Wexford LP ("Wexford")

Wexford is the Company's significant shareholder. On March 27, 2025, the Company acquired the Moss mine from Wexford EGA, an entity owned by Wexford.  Refer to Note 6.

15. SEGMENTED INFORMATION

Reportable segments are consistent with the geographic regions in which the Company's projects are located. In determining the Company's segment structure, the basis on which management reviews the financial and operational performance was considered and whether any of the Company's mining operations share similar economic, operational and regulatory characteristics. The Company considers its San Albino Project in Nicaragua, its Moss Mine in the United States and its Eagle Mountain Project in Guyana as its reportable segments. The corporate headquarters include operations in Canada and the United States and is presented for reconciliation purposes.


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

For the three and six months ended June 30, 2025, the Company's principal product was gold and silver sold to refineries at spot market prices by the Company's subsidiaries.

For the three and six months ended June 30, 2024, the Company's principal product was gold sold to refineries at spot market prices by the Company's subsidiaries.

The Company's segments are summarized as follows:

     
Guyana
 
$
     
Nicaragua
 
$
     
USA
 
$
    Total
Operating
Segments

$
     
Corporate
Headquarters
$
     
Total
 
$
 
For the three months ended June 30, 2025:  
Revenue   -     33,734     4,981     38,715     -     38,715  
Production costs   -     (13,867 )   (3,448 )   (17,315 )   -     (17,315 )
Depreciation, depletion and amortization   -     (2,386 )   (27 )   (2,413 )   -     (2,413 )
Cost of sales   -     (16,253 )   (3,475 )   (19,728 )   -     (19,728 )
Exploration and evaluation expense   (1,135 )   (1,026 )   (48 )   (2,209 )   -     (2,209 )
                                     
For the three months ended June 30, 2024:  
Revenue   -     28,278     -     28,278     -     28,278  
Production costs   -     (9,763 )   -     (9,763 )   -     (9,763 )
Depreciation, depletion and amortization   -     (1,952 )   -     (1,952 )   -     (1,952 )
Cost of sales   -     (11,715 )   -     (11,715 )   -     (11,715 )
Exploration and evaluation expenses   -     (179 )   -     (179 )   -     (179 )
                                     
For the six months ended June 30, 2025:  
Revenue   -     62,335     8,168     70,503     -     70,503  
Production costs   -     (24,111 )   (6,608 )   (30,719 )   -     (30,719 )
Depreciation, depletion and amortization   -     (3,987 )   (27 )   (4,014 )   -     (4,014 )
Cost of sales   -     (28,098 )   (6,635 )   (34,733 )   -     (34,733 )
Exploration and evaluation expenses   (2,172 )   (1,519 )   (48 )   (3,739 )   -     (3,739 )
                                     
For the six months ended June 30, 2024:  
Revenue   -     47,487     -     47,487     -     47,487  
Production costs   -     (17,712 )   -     (17,712 )   -     (17,712 )
Depreciation, depletion and amortization   -     (4,150 )   -     (4,150 )   -     (4,150 )
Cost of sales   -     (21,862 )   -     (21,862 )   -     (21,862 )
Exploration and evaluation expenses   -     (875 )   -     (875 )   -     (875 )


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

     
Guyana
 
$
     
Nicaragua
 
$
     
USA
 
$
    Total
Operating
Segments
$
     
Corporate
Headquarters
$
     
Total
 
$
 
                                     
As at June 30, 2025:                                    
Exploration projects   37,595     765     5,607     43,967     0     43,967  
Land and building   262     6,787     155     7,204     5     7,209  
Equipment   170     2,503     632     3,305     12     3,317  
Right-of-use asset   -     -     -     -     103     103  
Mineral property and plant   -     22,103     -     22,103     -     22,103  
Total non-current assets   38,027     32,158     6,394     76,579     120     76,699  
                                     
As at December 31, 2024:  
Exploration projects   37,641     766     -     38,407     -     38,407  
Land and building   271     6,804     -     7,075     6     7,081  
Equipment   200     2,780     -     2,980     17     2,997  
Right-of-use asset   -     -     -     -     147     147  
Mineral property and plant   -     21,130     -     21,130     -     21,130  
Total non-current assets   38,112     31,480     -     69,592     170     69,762  

16. SUPPLEMENTARY CASH FLOW INFORMATION

    For the three months     For the six months  
    ended June 30,     ended June 30,  
    2025       2024     2025     2024  
Changes in non-cash working capital:                          
Change in receivables $ 2,589   $   (970 ) $ (713 ) $ (3,650 )
Change in inventories   1,231       (6,013 )   (726 )   (7,311 )
Change in prepaid expenses, and other   (104 )     (566 )   (120 )   (423 )
Change in accounts payable and accrued liabilities   2,317       3,152     1,620     3,640  
Change in due to related parties   (91 )     368     (249 )   431  
  $ 5,942   $   (4,029 ) $ (188 ) $ (7,313 )
                           
The significant non-cash financing and investing transactions:                          
Repayment of Sailfish Silver Loan (non-cash) $ (60 ) $   (401 ) $ (461 ) $ (537 )
Change in current liabilities relating to mining interest expenditures   (1,058 )     232     (1,247 )   1,540  


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

17. GENERAL AND ADMINISTRATIVE EXPENSES

    Three months
ended June 30,
      Six months
ended June 30,
 
    2025     2024       2025     2024  
Accounting and legal $ 333   $ 200   $ 446   $ 455  
Consulting fees   5     15       20     25  
Directors' fees   69     57       172     114  
Depreciation   35     36       71     64  
General office expenses   77     46       167     94  
Insurance   123     112       243     225  
Investor relations and communications   24     19       72     81  
Salaries and benefits   1,415     2,037       2,300     2,910  
Stock-based compensation   431     330       578     576  
Telephone and IT services   49     40       107     76  
Transfer agent fees and regulatory fees   22     76       54     107  
Travel   20     55       74     89  
  $ 2,603   $ 3,023   $ 4,304   $ 4,816  

18. ACCRETION AND INTEREST EXPENSE

    For the three months ended
June 30,
    For the six months ended
June 30,
 
    2025     2024     2025     2024  
Accretion on asset retirement obligation (Note 12) $ 191   $ 35   $ 247   $ 64  
Accretion on Wexford Loan (Note 11 (a))   72     38     138     38  
Interest expense - Wexford Loan
(Note 11 (a))
  157     177     312     275  
Interest expense - other   1     4     6     8  
  $ 421   $ 254   $ 703   $ 385  

19. INCOME TAX AND DEFERRED INCOME TAX

Current income tax expense for the three and six months ended June 30, 2025, was $4,448,938 and $7,498,473 (2024: $3,130,085 and $3,689,826), respectively. Deferred tax expense for the three and six months ended June 30, 2025, was $2,531,000 and $2,531,000 (2024: $nil and $nil), respectively. The Company calculates income tax expense for interim periods using the estimated annual effective tax rate applied to year-to-date pre-tax income. Deferred tax assets are only recognized to the extent that they are expected to be applied to future taxable profits. Deferred tax liabilities are recognized for all taxable temporary differences.  As at June 30, 2025, the deferred income tax liability was $5,755,000 (December 31, 2024: $3,224,000). The deferred income tax liability primarily relates to timing differences associated with capitalized development expenditures, as well as the gold inventory held by the Company's Nicaraguan subsidiary. There have been no significant changes in tax legislation or rates during the reporting period.


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

20. FINANCIAL INSTRUMENTS AND LIQUIDITY RISK

Financial Instruments measured at fair value are classified into one of three levels using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Company's financial instruments include cash and cash equivalents, receivables, accounts payable and the Term Loans and derivative liabilities. The carrying values of cash and cash equivalents, receivable and accounts payable approximate fair value because of the short-term nature of these instruments or capacity of prompt liquidation. The Revised Wexford Loan is carried at amortized cost.

The Company's derivative asset and liability is measured using level 3 inputs.

During the three and six months ended June 30, 2025, there were no transfers between level 1, level 2 and level 3 classified assets and liabilities.

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations.

The Company is exposed to credit risk with respect to its cash and cash equivalents and receivables. The Company's maximum exposure to credit risk is the amount disclosed in the consolidated statements of financial position.

Credit risk associated with cash and cash equivalents is minimized by placing the majority of these instruments with major financial institutions with strong investment-grade ratings as determined by a primary ratings agency.

Credit risk associated with trade receivables is managed by dealing with reputable international metals trading companies. The Company assesses and monitors risk by performing an aging analysis of its trade receivables.

Liquidity risk

Liquidity risk represents the risk that the Company will be unable to meet its obligations associated with its financial liabilities as they fall due. The Company manages liquidity risk by preparing an annual budget for approval by the Board of Directors and preparing cash flow and liquidity forecasts on a regular basis. The Company's objective when managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company uses cash to settle its financial obligations. The ability to do this relies on the Company collecting its trade receivables in a timely manner and maintaining sufficient cash on hand through debt financing. 

Based on the Company's forecasted cash flows and the current working capital, the Company estimates that it will have sufficient liquidity to meet its obligations and operating requirements for at least the next twelve months.


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

The following are the contractual maturities of financial liabilities:

At June 30, 2025   Carrying
Amount
    Contractual
Cash Flows
    Within 1
year
    1 to 2
years
    2 to 3
years
    3 to 6
years
 
    $     $     $     $     $     $  
Accounts payable and
      accrued liabilities
  16,678     16,678     15,431     267     -     980  
Term loans and
      derivative
  5,256     5,256     312     -     -     4,944  
Total   21,934     21,934     15,743     267     -     5,924  

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market factors. Market risk comprises three types of risk: price risk, interest rate risk and currency risk.

Interest rate risk

Interest rate risk is the risk that the fair values and future cash flows of the Company will fluctuate because of changes in market interest rates.

The Company is exposed to interest rate risk to the extent that the cash maintained at financial institutions is subject to a floating rate of interest. The interest rate risk on cash is considered insignificant due to the low interest rates in the current economic environment and short-term nature of its holdings and as such the Company does not take any actions to manage interest rate risk. The interest rate on the Term Loan is fixed at 10% per annum.

Currency risk

Currency risk is the risk that the fair values or future cash flows of the Company's financial instruments will fluctuate because of changes in foreign currency exchange rates.

The Company's currency risk primarily arises from financial instruments denominated in US dollars that are held by Mako and Goldsource, as their functional currency is the Canadian dollar and that are held by Stronghold, as their functional currency is the Guyanese dollar. Conversely for the Company's subsidiaries whose functional currency is the US dollar, currency risk primarily arises from financial instruments denominated in Nicaraguan córdoba that are held at the subsidiary company level. As at June 30, 2025, a 5% change in the exchange rate between the Canadian dollar and the U.S. dollar would result in a net impact of approximately $57,000 and a 5% change in the exchange rate between the Guyanese dollar and the U.S. dollar would result in a net impact of approximately $15,000. Effective January 1, 2024, the exchange rate between the Nicaraguan córdoba and the U.S. dollar has been fixed by the Central Bank of Nicaragua. The Company does not consider the currency risk to be material to the future operations of the Company and, as such, does not have a hedging program or any other programs to manage currency risk.

21. EVENTS AFTER THE REPORTING PERIOD

(a) On July 2, 2025, the Company acquired the Debt owed by Elevation to Maverix, a subsidiary of Triple Flag Precious Metals Corp. This acquisition was completed through an assignment and assumption agreement, under which the Company replaced Maverix as the principal secured creditor in Elevation's proceedings under the Companies' Creditors Arrangement Act ("CCAA") before the Supreme Court of British Columbia.

The Debt includes obligations under multiple instruments: promissory notes, a loan agreement, a streaming agreement, and related guarantees, deeds, and security agreements. All associated rights and obligations have now been transferred to and assumed by the Company.


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
All tabular amounts are in thousands of United States dollars, unless otherwise stated
(Unaudited)

As a result, the Company is now the primary secured creditor in Elevation's CCAA proceedings. The Court-appointed Monitor will oversee any distributions to the Company in respect of the Debt. These distributions are expected to be significantly less than the total value of the Debt, which the Company acquired for cash consideration of $1,800,000.

Additionally, if the Company prevails in its litigation with the two remaining Royalty Holders regarding the Royalty Agreements, the contingent liability related to the royalty status determination will no longer be payable to Elevation's creditors. Instead, the funds will revert back to the Company.

(b) Wexford Loan

On July 2, 2025, an interest payment of $311,810 was made on the Wexford Loan.

(c) Equity transactions

i. 26,600 common shares were issued on the exercise of 26,600 stock options with a weighted average exercise price of C$4.26 per common share for gross proceeds of $82,710 (C$113,220).

ii. 245,650 stock options with a weighted average exercise price of C$4.02 per common share expired unexercised.

iii. 90,600 common shares were issued on the vesting of 90,600 DSUs following the resignation of a director.

iv. The Company also granted 6,500 RSUs to a director of the Company. RSUs will vest on July 4, 2026. Once vested, each RSU is exercisable into one common share entitling the holder to receive the common share for no additional consideration.

The fair value of the RSUs at the grant date was C$5.10 per unit, resulting in a total grant-date fair value of $22,405. The fair value was determined based on the market price of the Company's common shares on the date of issuance