Aya Gold & Silver Reports Q1-2026 Results with Record Revenue and Cash Flow
Montreal, Quebec, May 14, 2026 - Aya Gold & Silver Inc. (TSX: AYA; NASDAQ: AYA) (“Aya” or the “Corporation”) today announced its financial and operational results for the first quarter ended March 31, 2026. All amounts are in U.S. dollars unless otherwise noted.
Q1 2026 Highlights
Financial Highlights
•Revenue of $117M, up 247% year-over-year ("YoY") and up 56% quarter-over-quarter ("QoQ"), driven by higher average net realized silver equivalent ("AgEq") prices and more AgEq ounces sold, totaling 1.4M.
•Average net realized silver equivalent price of $82.22/oz, up 158% YoY and 41% QoQ.
•Net income of $49M (basic EPS of $0.34 and diluted EPS of $0.33), up 600% YoY from net income of $7M (basic and diluted EPS of $0.05) in Q1-2025 and from $18M (basic EPS of $0.13 and diluted EPS of 0.12) in Q4-2025.
•Operating cash flow of $70M, up 785% YoY and up 107% QoQ, driven by higher AgEq pricing and lower cash costs.
•Cash and cash equivalents of $172M supporting the development of the Boumadine Project ("Boumadine")1.
Operational Highlights
•Consolidated production of 1.5 Moz AgEq, up 40% YoY, including 1.3 Moz Ag and 0.2 Moz AgEq2 respectively from Zgounder and Boumadine pyrite reclaim operation3. Production at Zgounder was down 8% QoQ, as a result of weather-related disruptions, which reduced milling rates and recovery at Zgounder. Production has since normalized.
•Cash costs4 of $18.40/oz AgEq down 8% QoQ driven by a lower strip ratio, reflecting a focus on ore-rich zones in response to weather conditions and ongoing TSF construction.
•Silver recovery averaged 89.4% during the quarter and is expected to stabilize in Q2.
•Record open-pit and underground and mining rate totaling 4,575 tonnes per day ("tpd").
Development and Exploration
•Drilling program update: Completed approximately 42,827 metres ("m") of drilling at Boumadine and 5,838m at Zgounder in Q1-2026. At Boumadine, drilling confirmed continuity along the Main Trend and identified a new parallel mineralized structure, highlighting expansion potential. At Zgounder, near-mine drilling delivered high-grade silver results and confirmed extensions of mineralization beyond current resource boundaries.
Board Renewal
•Following previously announced Board retirements, Aya proposed the appointment of current director Ms. Ghislane Guedira as Chair of the Board, a seasoned mining executive based in Morocco, and nominated Ms. Krystal Ramsden, BASc, and Mr. Yves Bonin, FCPA, FCA, as independent directors subject to their election at the upcoming annual general meeting of shareholders.
“Our exceptional financial performance in Q1 reflects both the strength of disciplined execution and market conditions. We delivered record margins, supported by higher precious metal prices and lower cash costs,” said Benoit La Salle, President & CEO. “Despite challenging weather conditions we delivered strong production, record mining rates and cash flow, highlighting the strength and resilience of our operations.
“Importantly, this performance translated into expanded margins and significant cash flow generation, strengthening our balance sheet and supporting the advancement of our district-scale project Boumadine, where feasibility work is progressing well alongside an updated PEA expected midyear.
“We were also pleased to complete our recent Nasdaq listing, a significant milestone that enhances our visibility and access to global capital markets as we advance into our next phase of growth. We remain confident in our outlook, reiterate our full-year guidance with momentum into Q2 and a strong H2 2026."
Financial Review
Revenue totaled $117M in Q1-2026, up 247% YoY, driven by higher average net realized price of $82.22/oz AgEq (up 158%), and increased consolidated ounces sold, of 1.4 Moz AgEq (up 34%). Revenue increased 56% QoQ, driven primarily by higher realized prices and more ounces sold.
Net income of $49M (basic EPS of $0.34 and diluted EPS of $0.33) increased from $7M (basic and diluted EPS of $0.05) in the prior year, which included an FX gain of approximately $10M. The increase was driven by stronger operating income, partly offset by a higher effective tax rate. Net income increased 165% QoQ from $18M in Q4-2025 (basic EPS of $0.13 and diluted EPS of $0.12).
Aya generated $70M in cash flow from operating activities in the first quarter including $64M before changes in working capital. Exploration expenditures of $14M were focused on infill drilling program to support the Boumadine feasibility study, and $4M was invested in capital projects at Zgounder.
The quarter ended in a strong financial position, including $172M in cash and cash equivalents and total debt of $98M down from $112M as at December 31, 2025, following the first principal repayment of the Corporation's European Bank for Reconstruction and Development ("EBRD") Zgounder loan.
Financial Highlights (in thousands of US$, except per share amounts) | | | | | | | | | | | | | | | | | |
| Q1-2026 | Q4-2025 | QoQ % | Q1-2025 | YoY % |
Financial | | | | | |
Revenues (B) | 117,274 | 75,320 | 56% | 33,831 | 247% |
Cost of Sales | 33,515 | 32,706 | 2% | 23,584 | 42% |
Gross Profit | 83,759 | 42,614 | 97% | 10,247 | 717% |
Operating Income | 77,585 | 36,354 | 113% | 3,328 | 2,231% |
Income before Income Taxes | 76,290 | 32,799 | 133% | 10,664 | 615% |
Net Income | 48,533 | 18,287 | 165% | 6,930 | 600% |
Operating Cash Flow | 70,175 | 33,854 | 107% | 7,926 | 785% |
Cash and cash equivalents | 171,670 | 136,322 | 26% | 18,319 | 837% |
Total Assets | 658,387 | 631,733 | 4% | 418,953 | 57% |
Total Non-Current Financial Liabilities | 71,138 | 84,615 | (16)% | 84,600 | (16)% |
Working Capital5 | 141,379 | 112,400 | 26% | 1,752 | 7,970% |
EPS | | | | | |
Income Per Share (EPS) - Basic | 0.34 | 0.13 | 162% | 0.05 | 580% |
Income Per Share (EPS) - Diluted | 0.33 | 0.12 | 175% | 0.05 | 560% |
Operational Review
Consolidated silver equivalent production reached 1.5 Moz AgEq, up 40% YoY, and included 1.3 Moz of silver from Zgounder and 0.2 Moz AgEq from the Boumadine stockpile reclaim operation launched in Q4-2025. Consolidated production was down 3% QoQ, with cash costs averaging $18.40/oz AgEq sold.
Zgounder Silver Mine
Zgounder produced 1.3 Moz of silver in Q1-2026, an increase of 18% YoY reflecting the expansion of mining and milling operations. Silver production decreased 8% QoQ due to weather-related disruptions that slowed crushing operations, and reduced throughput. Production has since normalized.
Cash costs averaged $18.64/oz AgEq sold, down 9% QoQ driven by a lower strip ratio as discussed further.
The mill processed 0.3 million tonnes ("Mt") of ore (3,633 tpd) in Q1-2025, up 31% YoY, at an average grade of 140 g/t Ag. While mill availability remained strong at 99%, severe winter conditions, including heavy precipitation, impacted crushing operations for much of the period. Despite intermittent milling disruptions, metallurgical performance remained within expectations, with silver recovery of 89.4% for the quarter. To mitigate the lower crushing rate, a temporary crushing contractor was mobilized, resulting in observable improvement in the second quarter to date.
Mining operations achieved a record quarter in Q1-2026, with an average mining rate of 4,575 tpd at 135 g/t Ag, reflecting strong performance across both underground and open-pit operations. Open-pit mining reached 2,967 tpd at a strip ratio of 9, while underground contributed 1,608 tpd. During the quarter, a portion of open-pit waste was redirected to support construction of the tailings storage facility (TSF). Given longer haul distances and heavy rain and snow, mining was optimized by focusing on ore-rich zones, leading to a low strip ratio of 9. The construction of the second phase of the TSF is expected to be completed in Q3-2026, supporting a return to normal open-pit operations and a gradual increase in strip ratios toward the annual mine plan ratio of 16.
The stockpile increased by 44% QoQ to 280,824 t, in line with the Corporation's objective of building a three-months inventory.
Boumadine
In late 2025, Aya commenced the reclaiming and sale of its historical pyrite stockpile at the Boumadine site. During Q1-2026, the operation produced 227,802 oz AgEq (Ag:Au ratio of 57:1), up 32% QoQ. Material reclaimed and crushed totaled 21,814 t at average grades of 181 g/t Ag and 2.50 g/t Au.
While tonnage increased 62% QoQ, the operation is still in ramp-up phase and has not yet reached its estimated steady-state capacity of 10,000 t per month. Additionally, during the quarter, heavy rainfall and flooding in northern Morocco temporarily disrupted logistics, including port access and shipping activities. Pyrite transport is expected to accelerate in Q2-2026, with steady-state operations anticipated in H2-2026.
The reclamation and sale of the historical pyrite stockpile at Boumadine is expected to last 20 to 24 months. The overall Boumadine polymetallic project remains at the exploration and evaluation stage and is not in commercial production.
Operational Highlights
| | | | | | | | | | | | | | | | | |
| Q1-2026 | Q4-2025 | QoQ % | Q1-2025 | YoY % |
Operational Zgounder | | | | | |
Ore Mined (tonnes) | 411,766 | 385,216 | 7% | 194,661 | 112% |
Average Grade Mined (g/t Ag) | 135 | 130 | 4% | 151 | (11)% |
Ore Processed (tonnes) | 326,949 | 349,242 | (6)% | 249,743 | 31% |
Average Grade Processed (g/t Ag) | 140 | 134 | 4% | 163 | (14)% |
Combined Mill Recovery (%) | 89.4% | 91.2% | (1.8)% | 82.4% | 6.9% |
Milling Operations (tpd) | 3,633 | 3,796 | (4)% | 2,775 | 31% |
Silver Equivalent Produced (oz) | 1,265,012 | 1,371,300 | (8)% | 1,068,652 | 18% |
Silver Equivalent Sold (oz) | 1,375,930 | 1,234,551 | 11% | 1,061,565 | 30% |
Cash Costs per Silver Equivalent Ounce Sold4 | 18.64 | 20.50 | (9)% | 18.93 | (2)% |
Production Cost per Tonne1 | 80 | 84 | (5)% | 121 | (34)% |
Boumadine Reclaim Operations | | | | | |
Ore Processed (tonnes) | 21,814 | 13,498 | | 62% | - | | NM |
Average Grade Processed (g/t Ag) | 181 | 192 | | (5)% | - | | NM |
Average Grade Processed (g/t Au) | 2.50 | 2.87 | | (13)% | - | | NM |
Silver Produced (oz) | 127,406 | 83,480 | | 53% | - | | NM |
Gold Produced (oz) | 1,757 | 1,245 | | 41% | - | | NM |
Silver Equivalent Produced (oz) | 227,802 | 172,129 | | 32% | - | | NM |
Silver Equivalent Sold (oz) | 50,431 | 55,471 | | (9)% | - | | NM |
Cash Costs per Silver Equivalent Ounce Sold2,4 | 11.86 | 6.59 | | 80% | - | | NM |
Consolidated Zgounder and Boumadine | | | | | |
Silver Equivalent Produced Consolidated (oz) | 1,492,814 | 1,543,429 | (3)% | 1,068,652 | 40% |
Silver Equivalent Sold Consolidated (oz) (A) | 1,426,361 | 1,290,023 | 11% | 1,061,565 | 34% |
Average Net Realized Silver Equivalent ($/oz) (B/A) | 82.22 | 58.39 | 41% | 31.87 | 158% |
Cash Costs per Silver Equivalent Ounce Sold2,4 | 18.40 | 19.91 | (8)% | 18.93 | (3)% |
* Revenues / Silver Equivalent Sold Consolidated (oz)
2026 Development and Exploration
Zgounder
•In Q1-2026, 5,838m of near-mine drilling was completed at Zgounder, with results confirming continuity of high-grade silver mineralization beyond current resource boundaries and highlighting potential for further resource expansion across multiple zones. Regional drilling and target testing are expected to commence in Q2-2026 following ongoing geological mapping and target generation activities. The 2026 exploration program includes 30,000m of drilling focused on extending near-mine high-grade mineralization, supporting future resource updates and testing regional satellite targets to identify additional growth opportunities.
Boumadine
•42,827m of drilling was completed in Q1-2026, confirming continuity along the 5.4 km Main Trend. A new, parallel mineralized structure, was discovered highlighting the potential to expand the mineralized system. The 2026 program targets 200,000m of drilling, including 180,000m focused on converting inferred resources into measured and indicated categories and 20,000m dedicated to regional exploration.
Board Renewal
Aya recognizes the final year of service of two long-standing directors whose leadership has been instrumental to the Corporation’s transformation: Mr. Robert Taub, Chair since 2020, and Dr. Jürgen Hambrecht, director since 2019 and Lead Independent Director. Aya thanks them for their dedicated service.
To support continued governance and operational oversight, the Corporation is pleased to announce its intention to appoint Ms. Ghislane Guedira as Chair of the Board, subject to her election at the upcoming annual general meeting of shareholders. Ms. Guedira is a seasoned mining executive with extensive experience in Morocco. She is currently the CEO of A.P. Moller Capital Morocco and has previously served as CFO of OCP Group, a leading global phosphate producer based in Morocco. She brings audit, financial, operational, and governance expertise.
Aya has also nominated Ms. Krystal Ramsden, BASc, and Mr. Yves Bonin, FCPA, FCA, for election to the Board of Directors. Ms. Ramsden is a mining engineer and investment professional with 20 years of experience in the metals, mining, and energy sectors. She has extensive experience in deal sourcing and structuring across public and private equity investments, and in evaluating opportunities across commodities and jurisdictions through a technical, financial, and geopolitical risk lens. Mr. Yves Bonin is a seasoned audit and finance executive with more than 30 years of experience in assurance, financial reporting, and corporate advisory roles. He brings extensive expertise in financial reporting, including International Financial Reporting Standards (IFRS), audit, merger and acquisitions, and corporate governance, including as a former PwC Partner. Mr. Bonin has been a Chartered Professional Accountant (CPA) since 1988, and a Fellow of the Ordre des CPA du Québec (FCPA) since 2019.
2026 Operation Outlook
2026 guidance remains unchanged from the outlook disclosed in the Corporation’s March 31, 2026 news release.
With the ramp-up of the Zgounder silver mine complete, Aya's focus has shifted toward operational optimization. Aya is targeting sustained plant throughput of 3,650 tpd and evaluating the potential to increase throughput up to 3,850 tpd. Optimization initiatives currently under evaluation includes the addition of a crushing unit within the existing circuit to support higher throughput rates. In addition, construction of the second phase of the TSF is progressing well and is expected to be completed in Q3-2026.
Following the positive Preliminary Economic Assessment (“PEA”) for the Boumadine project, Aya remains focused on advancing feasibility work on an accelerated timeline. Since the beginning of the year, Aya has selected and engaged independent consulting firms across multiple workstreams, and initiated feasibility-level work related to metallurgical testing, energy, water supply, logistics scenarios and TSF location assessment. An updated PEA, including updated mineral resources, is planned for the second half of the year. The PEA and exploration work completed to date continue to highlight Boumadine’s potential scale and significant resource expansion upside.
Supported by a strong balance sheet and a supportive price environment, Aya is well positioned to invest in its future through strong cash flow generation, disciplined capital allocation and continued exploration investment, with a continued focus on delivering long-term value for all stakeholders.
Q1-2026 Conference Call Details
Aya will release first quarter 2026 results on Thursday, May 14, 2026, before market opens. Management will host a conference call on the same day at 10 a.m. ET to discuss the Corporation’s financial and operational results.
Participants may join the conference call via webcast or by dialing-in as follows: https://edge.media-server.com/mmc/p/x8mnaba5
Webcast link: Instructions for obtaining conference call dial-in numbers:
1.Click on the following call link and complete the online registration form
https://register-conf.media-server.com/register/BIf70fdb46f4c14e288d0ae74e84006b00
2.Upon registering you will receive the dial-in info and a unique PIN to join the call as well as an email confirmation with the details.
3.Select a method for joining the call: a) Dial-In: A dial in number and unique PIN are displayed to connect directly from your phone; or b) Call Me: Enter your phone number and click “Call Me” for an immediate callback from the system. The call will come from a US number.
Qualified Person
The technical information contained in this press release has been reviewed and approved by David Lalonde, B. Sc, Vice-President, Exploration, and by Raphael Beaudoin, P. Eng, Vice-President, Operations,
both of whom are each a “Qualified Person” as defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), for accuracy and compliance with NI 43-101.
The NI 43-101 technical reports referenced herein are available under the Corporation’s profile on SEDAR+, on EDGAR, and on the Corporation’s website.
About Aya Gold & Silver Inc.
Aya Gold & Silver is a precious metals mining company anchored in Morocco and active across the full mining value chain. The Corporation has established an exploration track record through a systematic, technology-led, data-driven approach and is focused on expanding its resource base and land package along the Anti-Atlas fault — one of Africa’s most geologically rich, underexplored and mining-friendly regions.
Aya operates Zgounder, a rare, silver-only mine, producing silver doré from its new processing facility. Aya’s growth pipeline includes the Boumadine polymetallic project, where feasibility study work is underway. The project hosts a substantial mineral resource, an extensive mineralized footprint, and significant potential for further discovery.
Led by a proven team of mining professionals, Aya is guided by a vision of responsible mining and is committed to delivering sustainable value for shareholders, employees and host communities.
For additional information, please visit Aya’s website at www.ayagoldsilver.com.
Or contact
| | | | | |
Benoit La Salle, FCPA, MBA President & CEO benoit.lasalle@ayagoldsilver.com | Alex Ball VP, Corporate Development & IR alex.ball@ayagoldsilver.com |
Forward-Looking Statements
This press release contains “forward-looking statements” or “forward looking information” within the meaning of applicable securities laws and other statements that are not historical facts. Forward-looking statements are included to provide information about management’s current expectations, estimates and projections regarding Aya’s future growth and business prospects (including the timing and development of deposits and the success of exploration activities) and other opportunities as of the date of this press release.
All statements, other than statements of historical fact included in this press release, regarding the Corporation’s strategy, future operations, technical assessments, prospects, plans and objectives of management are forward-looking statements that involve risks and uncertainties. Wherever possible, words such as “aim”, “anticipate”, “assume”, “believe”, “estimate”, “expect”, "goal", “guidance”, “intend”, “objective”, “plan”, "potential", “strategy”, "target", and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, or are “likely” to be taken, occur or be achieved, have been used to identify such forward-looking information. Forward-looking statements in this press release include, but are not limited to, statements with respect to: the Corporation's assets development and expansion potential; the Corporation's 2026 guidance, processing targets, throughput and mining rate; the Preliminary Economic Assessment for the Boumadine project (PEA); the 2026 Corporation's operation outlook, targets and objectives, including, for Zgounder: expectation that silver recovery will stabilize in Q2, the timing for construction of the second phase of the TSF, return to normal open-pit operations, gradual increase in strip ratios, and building three-months of inventory, and for Boumadine: estimated steady-state capacity of 10,000 t per month, acceleration of pyrite transport, anticipation with respect to steady-state operations, and duration of the reclamation and sale of the historical pyrite stock pile initiative; the 2026 development and exploration program, targets and objectives at Zgounder and Boumadine; operational optimization; addition of new equipment; timeline for completion of the Boumadine feasibility study; the potential for scale and resource expansion of the Corporation's mining assets; the Corporation's positioning to deliver long-term value through disciplined capital allocation and continued exploration investment; the Corporation's strategy, objectives and projections with regards to its mining assets; the commodities price environment, including silver price; allocation of the Corporation's capital; and the Corporation’s future operating results, economic performance, and objectives.
Forward-looking information is based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Corporation to be materially different from future results, performance or achievements expressed or implied by such information or statements. There can be no assurance that such information or statements will prove to be accurate. Key assumptions upon which the Corporation’s forward-looking information is based include without limitation, assumptions regarding development and exploration activities; the timing, extent, duration and economic viability of such operations, including any mineral resources or reserves identified thereby; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; the Corporation’s ability to meet or achieve estimates, projections and forecasts; the availability and cost of inputs; the price and market for outputs; foreign exchange rates; taxation levels; the timely receipt of necessary approvals
or permits; the ability to meet current and future obligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economic and political conditions; and other assumptions and factors generally associated with the mining industry.
Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Forward-looking statements are also subject to risks and uncertainties facing the Corporation’s business, any of which could have a material adverse effect on the Corporation’s business, financial condition, results of operations and growth prospects. Some of the risks the Corporation faces and the uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements include, among others: Aya’s ability to execute plans relating to its Zgounder Project and Boumadine Project, including the timing thereof; risks and hazards associated with the business of mineral exploration, development, and mining, including environmental hazards, potential unintended releases of contaminants, industrial accidents, unusual or unexpected geological or structural formations, pressures, cave-ins, and flooding; risks related to Aya’s operations in Morocco; the speculative nature of mineral exploration and development; diminishing quantities or grades of mineral reserves as properties are mined; the inability to determine, with certainty, the production of metals and cost estimates, or the prices to be received before mineral reserves or mineral resources are actually mined; inadequate or unreliable infrastructure (such as roads, bridges, power sources and water supplies); fluctuations in forward markets for silver and other commodities (such as natural gas, fuel, oil and electricity); availability of gas, fuel, and oil; restrictions on mining in the jurisdictions in which Aya operates; change of laws and regulations governing our operation, exploration, and development activities, including international laws and legal norms, such as those relating to Indigenous peoples and human rights; the Corporation’s ability to mitigate the risks pertaining to fund repatriation; expectations with respect to any future pandemics on our operations, and assumptions related thereto; Aya’s ability to attract and retain qualified employees and contractors; Aya’s ability to obtain and renew necessary permits and licenses; inherent risks associated with tailings facilities and heap leach operations, including failure or leakages; Aya’s growth strategy; Aya’s ability to obtain and maintain insurance; occupational health and safety risks; adverse publicity risks; third party risks; disruptions to Aya’s business operations; Aya’s reliance on technology and information systems; litigation risks; interest and exchange rates risks; tax risks; unforeseen expenses; public health crises; climate change; weather disruptions; general economic conditions; commodity prices and exchange rate risks; gold and silver demand; volatility of share price; public company obligations; competition risk; policies and legislation; force majeure; climate risks; the effectiveness of our internal control over financial reporting; risks related to competition in the mining industry; changes in technology; asset impairment (or reversal) potential, being consistent with the Corporation’s current expectations; the inherent risks involved in exploration and development of mineral properties; and other risks described in the Corporation’s documents filed with Canadian and U.S. securities regulatory authorities.
In addition, readers are directed to carefully review the detailed risk discussion in the Corporation’s Annual Information Form and Management’s Discussion & Analysis for the year ended December 31, 2025, filed on SEDAR+ and on EDGAR, which discussions are incorporated by reference in this press release, for a fuller understanding of the risks and uncertainties that affect the Corporation’s business and operations.
Although the Corporation believes its expectations are based upon reasonable assumptions and has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. As such, these risks are not exhaustive; however, they should be considered carefully. If any of these risks or uncertainties materialize, actual results may vary materially from those anticipated in the forward-looking statements found herein. Due to the risks, uncertainties, and assumptions inherent in forward-looking statements, readers should not place undue reliance on forward-looking statements.
Forward-looking statements contained herein are presented for the purpose of assisting investors in understanding the Corporation’s business plans, financial performance and condition and may not be appropriate for other purposes.
The forward-looking statements contained herein are made only as of the date hereof. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law. The Corporation qualifies all of its forward-looking statements by these cautionary statements.
Non-GAAP Measures
The Corporation has included certain non-GAAP financial measures and non-GAAP ratios in this press release, including “Cash costs per silver equivalent ounce sold" (“AgEq ounce”), and “Production cost per tonne”, to supplement its unaudited condensed interim consolidated financial statements, which are prepared in accordance with IFRS. The terms IFRS and generally accepted accounting principles (“GAAP”) are used interchangeably throughout Aya's materials.
The Corporation believes that these measures, together with IFRS measures, provide investors with enhanced transparency and a better ability to evaluate the Corporation’s underlying operating performance and liquidity. Cash cost per silver equivalent ounce sold and Production cost per tonne are widely used in the mining industry as performance benchmarks. However, Aya's non-GAAP measures do not have standardized meanings prescribed under IFRS and may not be comparable to similar measures reported by other companies. Accordingly, they should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Silver Equivalent Ounces Sold (“AgEq”)
Silver equivalent ounces are calculated by converting gold production into silver ounces using relative metal prices for the applicable reporting period. AgEq ounces allow the Corporation to present consolidated production and cost metrics on a comparable basis, as its operations may produce more than one metal.
AgEq ounces are provided for additional information purposes only.
Cash Costs per AgEq Ounce Sold and Production Cost per Tonne
Cash costs per AgEq ounce sold and production cost per tonne are non-GAAP measures used by management to monitor and evaluate operating performance at both the mine and consolidated levels, in conjunction with the most directly comparable IFRS measures where applicable.
These metrics are widely reported in the mining industry as benchmarks for cost performance. Management and investors use them to assess the Corporation’s cost structure and operating efficiency, to compare operating performance with industry peers, and to evaluate the performance of individual mining operations within the Corporation’s portfolio.
Where applicable, cost metrics are calculated in a manner consistent with the guidelines published by the World Gold Council (“WGC”).
Cash Costs per AgEq Ounce Sold
Cash costs per AgEq ounce sold are calculated by:
•Starting with cost of sales as reported in the consolidated statements of comprehensive income (IFRS measure):
•Excluding non-cash items of share-based compensation expense, depreciation and depletion included in cost of sales as these items do not reflect current period cash expenditures;
•Adding treatment, smelting and refining costs as management believes these costs provide a more comprehensive representation of total cash costs associated with production; and
•Dividing the resulting amount by the total AgEq ounces sold during the period.
Cash costs per AgEq ounce sold are intended to reflect the cash expenditures directly associated with production during the period and are used by management to evaluate the Corporation’s operating efficiency and cost performance.
| | | | | | | | | | |
| | Three-month periods ended |
| | March 31, |
Zgounder Silver Mine – Morocco | | | 2026 | 2025 |
Cost of sales ("COS")6 | | | 32,917 | | 23,584 | |
Share-based compensation | | | (643) | | (305) | |
Depreciation and depletion | | | (6,889) | | (3,638) | |
Treatment, smelting and refining costs7 | | | 268 | | 453 | |
Operating cash costs (A) | | | 25,653 | | 20,094 | |
Total silver sales (oz) (B) | | | 1,375,930 | | 1,061,565 | |
Cash cost per silver ounce sold (A/B) | | | 18.64 | | 18.93 | |
| | | | | | | | | | |
| | Three-month periods ended |
| | March 31, |
Boumadine Pyrite Stockpile Project – Morocco | | | 2026 | 2025 |
Cost of sales6 | | | 598 | | - | |
Operating cash costs (D) | | | 598 | | - | |
Total silver equivalent sales (oz of AgEq) (E) | | | 50,431 | | - | |
Cash cost per AgEq ounce sold (D/E) | | | 11.86 | | - | |
| | | | | | | | | | |
| | Twelve-month periods ended |
| | March 31, |
Combined projects – Morocco | | | 2026 | 2025 |
Cost of sales6 | | | 33,515 | | 23,584 | |
Share-based compensation | | | (643) | | (305) | |
Depreciation and depletion | | | (6,889) | | (3,638) | |
Treatment, smelting and refining costs7 | | | 268 | | 453 | |
Operating cash costs (F) | | | 26,251 | | 20,094 | |
Total silver equivalent sales (oz of AgEq) (G) | | | 1,426,361 | | 1,061,565 | |
Cash cost per AgEq ounce sold (F/G) | | | 18.40 | | 18.93 | |
Production Cost per Tonne
Production cost per tonne is calculated by:
•Starting with cost of sales (IFRS measure), less cost of sales of Boumadine since no ore mined; and
•Dividing total production costs by the total tonnes mined during the period.
Production cost per tonne is used by management to assess processing efficiency, cost control relative to throughput levels, and overall operational performance.
| | | | | | | | | | |
| | Three-month periods ended |
| | March 31, |
| | | 2026 | 2025 |
Cost of sales ("COS")6 | | | 33,515 | | 23,584 | |
Less: COS Boumadine | | | 598 | | - | |
COS Zgounder | | | 32,917 | | 23,584 | |
Ore mined (tonnes) | | | 411,766 | | 194,661 | |
Production Cost per Tonne | | | 80 | | 121 | |
1.The overall Boumadine polymetallic project remains at the exploration and evaluation stage and is not in commercial production. For additional details on Aya's PEA, refer to the Corporation’s press releases dated November 4, 2025 and December 18, 2025.
2.Silver-to-gold ratio of 57:1. Cash costs per AgEq ounce sold at Boumadine were negatively impacted by changes in the gold-to-silver ratio during the quarter. As commodity prices increased, the gold-to-silver ratio compressed, reducing reported AgEq ounces and increasing unit costs on an AgEq basis. The Corporation’s AgEq ounces for 2026 guidance at Boumadine are calculated using an 80:1 Au:Ag ratio and assumed commodity prices of $50.00/oz silver and $4,000/oz gold, compared to an average realized ratio of approximately 57:1 during Q1-2026. Had the 80:1 ratio been applied during Q1-2026, reported AgEq production would have been approximately 40,167 ounces higher. This had no impact on Zgounder cash costs per AgEq ounce sold, as Zgounder production is entirely comprised of silver.
3.Announced on November 19, 2025, the Boumadine pyrite reclaim operation is expected to be a limited duration of 20 to 24 months.
4.Cash cost per AgEq ounce sold and production cost per tonne are non-IFRS financial measures and do not have standardized meanings under IFRS and may not be comparable to similar measures used by other issuers. Refer to the "Non-GAAP Measures" section in this press release for reconciliations and detailed descriptions of these measures.
5.Non-GAAP Measures, consisting of current assets of $256,947 less current liabilities of $115,568 (December 31, 2025, current assets of $232,450 less current liabilities of $120,050 and March 31, 2025, current assets of $73,268 less current liabilities of $71,516).
6.As per note 12 of the FS for the total cost of sales.
7.As per note 11 of the FS for treatment, smelting and refining costs reported as net of sales.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis (“MD&A”) of the operations, results, and financial position of Aya Gold & Silver Inc. (the “Corporation” or "Aya"), dated May 13, 2026, covers the three-month period ("Q1-2026" or the "Quarter"). This MD&A is prepared by management and should be read in conjunction with the Corporation’s Unaudited Condensed Interim Consolidated Financial Statements (“FS”) and related notes for the three-month periods ended March 31, 2026 and 2025. The Corporation uses certain non-GAAP financial measures in this MD&A as described under “Non-GAAP Measures".
The Corporation’s March 31, 2026 FS and the related financial information contained in this MD&A have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting" of the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), unless otherwise stated. All amounts are stated in thousands of United States dollars (“US”), except for share and per share amounts, or unless otherwise indicated. References to “C$” are to the Canadian dollar while “MAD” refers to the Moroccan Dirham.
This MD&A contains forward-looking information that is subject to risk factors set out in a cautionary note in this MD&A under “Cautionary Note Regarding Forward-Looking Information”. All information contained in the FS and this MD&A has been reviewed by the Audit Committee and approved by the Corporation’s Board of Directors. This MD&A is current as of May 13, 2026 unless otherwise stated.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 2
| | | | | |
Business Overview
| 4 |
Q1-2026 Highlights
| 6 |
Silver Equivalent Production Chart
| 8 |
Operating Results
| 9 |
Development and Exploration
| 10 |
Overview of Financial Performance
| 17 |
Summary of Quarterly Results
| 18 |
Liquidity and Capital Resources
| 20 |
Financial Position
| 22 |
Capital Management
| 23 |
Commitments and Contingency
| 24 |
Non-GAAP Measures
| 25 |
Risks and Uncertainties
| 27 |
Other Financial Information
| 28 |
Accounting Policies, Judgements and Estimates
| 29 |
Management’s Report on Internal Controls and Financial Reporting
| 29 |
Additional Information and Continuous Disclosure
| 30 |
Technical Information
| 30 |
Cautionary Note to United States Investors Concerning Estimates of Mineral Reserves and Resources
| 30 |
Cautionary Note Regarding Forward-Looking Information
| 31 |
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 3
General Information
Aya is a Canadian-based precious metals mining corporation active across the full mining lifecycle; from discovery and development through to production. The Corporation operates in Morocco.
Aya’s flagship asset is the Zgounder Silver Mine, recognized for its rare, high-grade silver mineralization. The mine is located along the Anti-Atlas fault, one of North Africa’s most geologically rich and underexplored regions, known for hosting world-class silver, gold, and base metal deposits. Aya also owns an 85% interest in the Boumadine polymetallic project, which is currently in the development evaluation phase, with a Preliminary Economic Assessment ("PEA") completed and feasibility study work underway.
Aya is incorporated under the Canada Business Corporations Act; its financial year-end is December 31, and its common shares trade on the Toronto Stock Exchange and the Nasdaq Stock Market under the symbol “AYA”. Aya’s issued and outstanding share capital totals 143,349,749 common shares on May 13, 2026.
Geographic Overview
•The Zgounder mining permit covers 16 km², while the 23 mining and exploration permits within the Zgounder Regional area encompass an additional 362km2, bringing the total package at and around Zgounder to 378 km².
•Boumadine’s exploration portfolio includes 31 permits and licenses totaling 341 km², including a 32 km² mining license that forms the basis of the PEA. The project also benefits from an additional 600 km² of exploration authorization.
For details and history of permitting please refer to the Corporation's latest Annual Information Form available on SEDAR+ and EDGAR.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 4
Zgounder Silver Mine
Located in Morocco’s central Anti-Atlas Mountains, the wholly owned Zgounder Mine is a rare, silver-only operation that differentiates Aya from producers that recover silver primarily as a by-product. The mine is supported by proven and probable mineral reserves of 73 million ounces (“Moz”) of silver.
Commercial Operations
Following a major expansion completed in 2024, the Zgounder Silver Mine achieved commercial production in late December 2024 and completed its ramp-up during 2025. The updated mine plan released in Q4-2025 extends the operation’s life to 2036, supporting an average annual production profile of approximately 6 Moz of silver over the life of mine (“LOM”). Mining is conducted using a combination of open-pit and underground mining methods. The expansion included new mine development, plant, tailings, water storage facilities, and infrastructure improvements. Silver is produced through cyanide leaching and refined into doré bars. All of the revenue from the Zgounder Mine is derived from the production and sale of silver, which is refined in Switzerland and sold on a regular basis at prevailing market prices.
Near-Mine and Regional Exploration
Exploration is a core part of Aya’s growth strategy, focused on expanding its resource base, advancing priority targets, testing new prospective zones, guiding future development decisions, and enhancing overall geological understanding of the project area. The 2026 exploration program is targeting 30,000 metres of Diamond Drill Holes ("DDH").
Technical Report and Mineral Reserves and Resources
An updated National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") technical report with an effective date of September 30, 2025, was released on December 15, 2025. The report is based on a Mineral Resource Estimate for Zgounder as of June 30, 2025, and a Mineral Reserve Estimate as of September 30, 2025. Additional details are provided in the "Development and Exploration" section.
Boumadine Polymetallic Project
Located in the Anti-Atlas region of eastern Morocco, Boumadine is a polymetallic gold-silver-zinc-lead system owned 85% by Aya and 15% by National Office of Hydrocarbons and Mines ("ONHYM"). The Boumadine project is Aya’s most advanced development-stage asset and a key pillar of its long-term growth strategy in Morocco. The project hosts a substantial mineral resource and an extensive mineralized footprint. The Boumadine PEA contemplates a combined open-pit and underground mining operation with a processing capacity of approximately 2.9 million tonnes per year. The project is expected to produce three marketable concentrates (zinc, lead, and pyrite), with revenue largely derived from precious metals. Boumadine benefits from year-round access and existing regional infrastructure, which would require enhancements to support full-scale operations. Feasibility study work is currently underway to advance development planning and optimize the project’s economics. Refer to the "Boumadine Preliminary Assessment" section.
Aya initiated the reclaiming and commercialization of a historical pyrite stockpile at Boumadine in Q4-2025. This legacy flotation by-product contains approximately 2.30 g/t Au and 144 g/t Ag and is expected to yield approximately 2.5 million silver-equivalent ounces. Announced on November 19, 2025, the initiative is expected to last approximately 20 to 24 months from that date. The program is designed to generate near-term cash flow, demonstrate the marketability of Boumadine’s gold- and silver-rich pyrite concentrate, and align with Aya’s commitment to responsible environmental management.
Exploration
Since 2022, Aya has completed 395,882 metres ("m") of drilling at Boumadine, significantly advancing the geological model. The 2026 exploration program is targeting 200,000 m, including infill drilling (180,000 m – representing half of the planned two-year 360,000 m program) to convert inferred resources to the indicated and measured categories, as well as expanding the resource at depth and along strike. The program also includes 20,000 m of regional exploration drilling on new targets and to follow-up on the Asirem structures discovered in 2025.
Technical Report and Mineral Resource Estimate
An updated NI 43-101 technical report incorporating the results of the Boumadine PEA with an effective date of November 4, 2025 was filed on SEDAR+ and EDGAR on December 18, 2025. The report is based on a Mineral Resource Estimate for Boumadine as of February 24, 2025. Additional details are provided in the "Development and Exploration" section.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 5
Q1-2026 Highlights
| | | | | | | | | | | | | | | | | |
| Q1-2026 | Q4-2025 | Change Q1 vs Q4 | Q1-2025 | Change Q1 vs Q1 |
Operational Zgounder | | | | | |
| Ore Mined (tonnes) | 411,766 | 385,216 | 7% | 194,661 | 112% |
| Average Grade Mined (g/t Ag) | 135 | 130 | 4% | 151 | (11)% |
| Ore Processed (tonnes) | 326,949 | 349,242 | (6)% | 249,743 | 31% |
| Average Grade Processed (g/t Ag) | 140 | 134 | 4% | 163 | (14)% |
| Combined Mill Recovery (%) | 89.4% | 91.2% | (1.8)% | 82.4% | 6.9% |
| Milling Operations (tpd) | 3,633 | 3,796 | (4)% | 2,775 | 31% |
| Silver Equivalent Produced (oz) | 1,265,012 | 1,371,300 | (8)% | 1,068,652 | 18% |
| Silver Equivalent Sold (oz) | 1,375,930 | 1,234,551 | 11% | 1,061,565 | 30% |
| Cash Costs per Silver Equivalent Ounce Sold1 | 18.64 | 20.50 | (9)% | 18.93 | (2)% |
Production Cost per Tonne1 | 80 | 84 | (5)% | 121 | (34)% |
Boumadine Reclaim Operations | | | | | |
| Ore Processed (tonnes) | 21,814 | 13,498 | | 62% | - | | NM |
| Average Grade Processed (g/t Ag) | 181 | 192 | | (5)% | - | | NM |
| Average Grade Processed (g/t Au) | 2.50 | 2.87 | | (13)% | - | | NM |
Silver Produced (oz) | 127,406 | 83,480 | | 53% | - | | NM |
Gold Produced (oz) | 1,757 | 1,245 | | 41% | - | | NM |
| Silver Equivalent Produced (oz) | 227,802 | 172,129 | | 32% | - | | NM |
| Silver Equivalent Sold (oz) | 50,431 | 55,471 | | (9)% | - | | NM |
Cash Costs per Silver Equivalent Ounce Sold1,2 | 11.86 | 6.59 | | 80% | - | | NM |
Consolidated Zgounder and Boumadine | | | | | |
| Silver Equivalent Produced Consolidated (oz) | 1,492,814 | 1,543,429 | (3)% | 1,068,652 | 40% |
| Silver Equivalent Sold Consolidated (oz) (A) | 1,426,361 | 1,290,023 | 11% | 1,061,565 | 34% |
| Average Net Realized Silver Equivalent ($/oz) (B/A) | 82.22 | 58.39 | 41% | 31.87 | 158% |
Cash Costs per Silver Equivalent Ounce Sold1,2 | 18.40 | 19.91 | (8)% | 18.93 | (3)% |
Financial | | | | | |
Revenues (B) | 117,274 | 75,320 | 56% | 33,831 | 247% |
Cost of Sales | 33,515 | 32,706 | 2% | 23,584 | 42% |
Gross Profit | 83,759 | 42,614 | 97% | 10,247 | 717% |
Operating Income | 77,585 | 36,354 | 113% | 3,328 | 2,231% |
Income before Income Taxes | 76,290 | 32,799 | 133% | 10,664 | 615% |
Net Income | 48,533 | 18,287 | 165% | 6,930 | 600% |
Operating Cash Flow | 70,175 | 33,854 | 107% | 7,926 | 785% |
Cash and cash equivalents | 171,670 | 136,322 | 26% | 18,319 | 837% |
Total Assets | 658,387 | 631,733 | 4% | 418,953 | 57% |
Total Non-Current Financial Liabilities | 71,138 | 84,615 | (16)% | 84,600 | (16)% |
Working Capital3 | 141,379 | 112,400 | 26% | 1,752 | 7,970% |
EPS | | | | | |
Income Per Share (EPS) - Basic | 0.34 | 0.13 | 162% | 0.05 | 580% |
Income Per Share (EPS) - Diluted | 0.33 | 0.12 | 175% | 0.05 | 560% |
NM – Not Meaningful 1 Non-GAAP Measures, refer to page 25.
2 Cash costs per AgEq ounce sold at Boumadine were negatively impacted by changes in the gold-to-silver ratio during the quarter. As commodity prices increased, the gold-to-silver ratio compressed, reducing reported AgEq ounces and increasing unit costs on an AgEq basis. The Corporation’s AgEq ounces for 2026 guidance at Boumadine are calculated using an 80:1 Au:Ag ratio and assumed commodity prices of $50.00/oz silver and $4,000/oz gold, compared to an average realized ratio of approximately 57:1 during Q1-2026. Had the 80:1 ratio been applied during Q1-2026, reported AgEq production would have been approximately 40,167 ounces higher. This had no impact on Zgounder cash costs per AgEq ounce sold, as Zgounder production is entirely comprised of silver.
3 Non-GAAP Measures, consisting of current assets of $256,947 less current liabilities of $115,568 (December 31, 2025, current assets of $232,450 less current liabilities of $120,050 and March 31, 2025, current assets of $73,268 less current liabilities of $71,516).
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 6
Q1-2026 Operational Highlights:
•Consolidated silver equivalent production of 1,492,814 oz including 227,802 oz from Boumadine; a 40% increase compared to Q1-2025, supported by fully ramped operations at Zgounder. Consolidated production was down 3% compared to Q4-2025.
Zgounder Silver Mine
•Silver production of 1,265,012 oz, an increase of 18% from Q1-2025. Silver production was down 8% compared to Q4-2025 due to weather-related disruptions that impacted process recovery and throughput.
•Mill feed grade of 140 g/t Ag, representing a decrease of 14% compared to Q1-2025 and an increase of 4% compared to Q4-2025.
•Processed 326,949 tonnes (3,633 tpd) slightly below expectations due to weather-related disruptions; 89.4% mill recovery and 99% plant availability.
•Mined 411,766 tonnes (4,575 tpd) at 135 g/t Ag, compared to 194,661 tonnes (2,163 tpd) in Q1-2025 and 385,216 tonnes (4,187 tpd) in Q4-2025, with tonnage increasing both year-over-year and sequentially. Grade was down 14% year-over-year and up 4% versus Q4-2025.
•Underground development and stope sequencing supported an average mining rate of 1,608 tpd at 140 g/t Ag, while open-pit operations reached a record mining rate of 2,967 tpd of ore at 132 g/t Ag with a strip ratio of 9.
Boumadine Pyrite Reclaim
•21,814 tonnes were reclaimed from the pyrite historical stockpiles at a grade of 2.50 g/t Au and 181 g/t Ag.
•227,802 silver equivalent ounces were produced at a Ag/Au ratio of 57:14, up 32% compared to Q4-2025, the period in which production began.
Exploration
•Exploration drilling of 42,827m at Boumadine, 5,838m at Zgounder.
Q1-2026 Financial Highlights:
•Revenue of $117,274, up 247% from Q1-2025, and up 56% from Q4-2025, reflecting average net realized silver equivalent prices of $82.22/oz (Q1-2026), $31.87/oz (Q1-2025) and 58.39/oz (Q4-2025).
•Cost of sales of $33,515 with a cash cost per silver equivalent oz sold5 of $18.40 down 3% from Q1-2025, and down from 8% from Q4-2025. Lower cash cost were primarily driven by lower strip ratio than planned. Heavy rainfall and tailings storage facility construction temporarily reduced open-pit mining rates, resulting in a greater focus on ore-rich zones and, consequently, a lower strip ratio and reduced unit costs.
•Gross profit of $83,759 up from gross profit of $10,247 in Q1-2025 and up from gross profit of $42,614 in Q4-2025.
•Net income of $48,533 (diluted EPS of $0.33), compared to net income of $6,930 (diluted EPS of $0.05) in Q1-2025. This compares to 18,287 (diluted EPS of 0.12) in Q4-2025.
•Cash flow from operations of $70,175 compared to $7,926 in Q1-2025 and 33,854 in Q4-2025.
4 Cash costs per AgEq ounce sold at Boumadine were negatively impacted by changes in the gold-to-silver ratio during the quarter. As commodity prices increased, the gold-to-silver ratio compressed, reducing reported AgEq ounces and increasing unit costs on an AgEq basis. The Corporation’s AgEq ounces for 2026 guidance at Boumadine are calculated using an 80:1 Au:Ag ratio and assumed commodity prices of $50.00/oz silver and $4,000/oz gold, compared to an average realized ratio of approximately 57:1 during Q1-2026. Had the 80:1 ratio been applied during Q1-2026, reported AgEq production would have been approximately 40,167 ounces higher. This had no impact on Zgounder cash costs per AgEq ounce sold, as Zgounder production is entirely comprised of silver.
5 Non-GAAP Measures, refer to page 25.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 7
Silver Equivalent Production Chart
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 8
Q1-2026 Zgounder Silver Mine Operations
In Q1-2026, 326,949 tonnes of ore were processed. Mill availability for the quarter was 99% with an average processed grade of 140 g/t Ag. Through the quarter, milling rate was affected by intense rain and snow. The inclement weather resulted in the crushing circuit requiring multiple daily cleanings, which resulted in lower milling throughput. Recovery was 89.4%, impacted by mill instability during the winter months but remained within a nominal range. Daily throughput averaged 3,633 tpd, producing 1,265,012 oz of silver during the quarter. To increase crushing capacity, a temporary crushing contractor was mobilized in March and improved crushing rates are expected in Q2-2026. The addition of an extra crushing unit within the existing crushing circuit is currently under evaluation to support higher processing rates.
The total mining rate for the quarter reached a record average of 4,575 tpd, for a total of 411,766 tonnes of ore mined, at a grade of 135 g/t Ag. Both underground and open pit mining reached record mining rates.
In Q1-2026, 267,014 tonnes (2,967 tpd) of ore were mined from the open pit at an average grade of 132 g/t Ag and a strip ratio of 9. Underground, 144,752 tonnes (1,608 tpd) were mined at an average grade of 140 g/t Ag.
At the end of the quarter, the stockpile stood at 280,824 tonnes of ore at an average grade of 116 g/t Ag, increasing compared to the previous quarter.
During the quarter, a portion of the open pit waste is being used to build phase two of the Tailings Storage Facility ("TSF"). This is expected to continue into Q3-2026. Due to the increased waste hauling distance, the open pit material movement rate is reduced. The construction of the phase two tailings storage facility is expected to be completed in early Q3-2026, after which the open pit production profile will revert to nominal operation. Snow, rain, and TSF construction resulted in lower strip ratio as the mining team focused on ore rich zones considering lower waste haulage rate. The strip ratio is expected to increase in the next quarters to converge to the mine plan ratio for the year of 16.
During the next quarters, underground development is expected to accelerate with the development of sub levels (1925 to 1800), to liberate upper levels (2050-1975) that will be mined through open pit operations.
Figure 1 - Zgounder Open Pit
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 9
Capital Projects
Works for key surface infrastructure supporting the "Super Pit" project (including electricity, cement plant, emergency underground raise and main fans) were completed in 2025 to accommodate the expanded open pit footprint. Additional pushback activities are planned later in the year as part of the ongoing development of the pit. The Super Pit is now in full operation and fully integrated in production.
The site services team is focused on advancing Phase two of the TSF, which remains on schedule for completion in Q3-2026. As of March 31st 2026, the project was approximately 35% complete, progressing on time and budget, with construction activities accelerating. Other ongoing capital projects include the installation of an ore sorter aimed at increasing the grade of marginal ore stockpiles. The ore sorter is expected to be commissioned in Q4-2026.
Underground development is progressing, with new, deeper levels being opened. The ramp is now at the 1800 level. A new ventilation raise connecting level 1925 to 1825 is now completed and commissioned. The decline design for all lower levels was completed and will reach the 1600 level in the coming years. Underground mine development is now focused on levels below 1900. An extension on the 1825 level is under development to support exploration efforts west of the Zgounder river.
Q1-2026 Boumadine Reclaim Operations
In late 2025, Aya commenced the reclaiming and sale of its historical pyrite stockpile at the Boumadine project. During Q1-2026, a total of 21,814 tonnes were reclaimed and crushed, at grades of 181 g/t Ag and 2.50 g/t Au. A total of 1,757 oz of gold and 127,406 oz of silver was recovered, representing 227,802 oz of silver equivalent6 for Q1-2026.
At the end of Q1-2026, crushed inventory stood at 290,898 oz AgEq equivalent, located across Boumadine, Fez, Tangier and Casablanca, awaiting shipment. Heavy rainfall and flooding in northern Morocco closed ports and slowed shipping during the quarter. Pyrite transport is expected to accelerate in Q2-2026 and reach steady state in H2-2026.
This initiative is expected to last 20-24 months from the start of operations. The overall Boumadine Polymetallic Project remains at the exploration and evaluation stage and is not in commercial production.
Development and Exploration
Aya is advancing a comprehensive 2026 exploration and development program at Zgounder and Boumadine, targeting approximately 30,000 metres of drilling at Zgounder and 200,000 metres at Boumadine to expand the resource base and support long-term growth. Activities include near-mine and regional exploration at Zgounder, as well as an extensive drilling and technical program at Boumadine to advance resource conversion and feasibility work. These initiatives are supported by an exploration budget of approximately $60 million.
Zgounder Silver Mine
Drilling Activity
In Q1-2026, Aya completed 5,838m of DDH both underground and at surface on near-mine targets, focusing west of the main ore body, near the major fault, at depth and to the north of the open-pit area. The program aimed to define both lateral and vertical mineralization, with encouraging results outlining significant down-plunge extensions through thick high-grade interceptions. Q1-2026 results from underground (holes ZG-SF-26-350 and ZG-SF-25-340), intersected 2,198 g/t Ag over 1.0 m and 336 g/t Ag over 5.5 m respectively, confirming the continuity of high-grade mineralization beyond the current resource boundary. Q1 results continue to demonstrate the presence of high-grade silver mineralization across multiple zones. Other notable intercepts include 4,489 g/t Ag over 6.0 metres (Hole T28-26-1104) and 6,223 g/t Ag over 3.6 metres (Hole T28-26-1072) in the central area, as well as 3,581 g/t Ag over 4.5 metres, including 5,893 g/t Ag over 2.5 metres (Hole ZG-
6 Cash costs per AgEq ounce sold at Boumadine were negatively impacted by changes in the gold-to-silver ratio during the quarter. As commodity prices increased, the gold-to-silver ratio compressed, reducing reported AgEq ounces and increasing unit costs on an AgEq basis. The Corporation’s AgEq ounces for 2026 guidance at Boumadine are calculated using an 80:1 Au:Ag ratio and assumed commodity prices of $50.00/oz silver and $4,000/oz gold, compared to an average realized ratio of approximately 57:1 during Q1-2026. Had the 80:1 ratio been applied during Q1-2026, reported AgEq production would have been approximately 40,167 ounces higher. This had no impact on Zgounder cash costs per AgEq ounce sold, as Zgounder production is entirely comprised of silver.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 10
SF-25-347), near the western fault contact. In the open-pit area, broader mineralized zones were intersected, including 781 g/t Ag over 9.0m (Hole ZG-RC-25-853), supporting potential for resource expansion.
Regional drilling is planned to start in Q2-2026.
Mapping and Target Generation
Detailed geological mapping and prospecting are being carried out on Tourchkal, Zgounder North and Zgounder Far East permits. Several drill targets have been identified on these permits supporting future drilling in 2026.
Technical Report
On December 15, 2025, the Corporation filed an NI 43‑101 Technical Report for Zgounder, which is available on Aya’s website, SEDAR+ and EDGAR. The report incorporates updated mineral resource and reserve estimates as well as a revised life-of-mine plan extending to 2036.
Updated Mine Plan Highlights:
•Mine Life & Production: Average annual silver production of approximately 6 Moz from 2026 to 2036.
•Mining Methods and Sequencing: The life-of-mine plan is open-pit focused, complemented by underground mining, combining cut-and-fill (through 2031) and long-hole stope mining (2026–2032). Open-pit material movement is expected to average 45,000 tpd until 2030, 22,000 tpd through 2033, and 12,000-14,000 tpd for the remainder of the LOM.
•Processing Plant: Throughput of 3,650 tpd in 2026, increasing to 3,850 tpd for the remainder of the LOM; estimated silver recovery of 91.5%.
•Operating Costs: Average cash cost of $16.26/oz and $69.47 per tonne processed over the LOM.
•Sustaining Capital: $71 million over the LOM.
Updated Mineral Resource and Mineral Reserve Estimate
The updated Mineral Resource and Reserve Estimate at Zgounder reflects additional drilling, sampling, and structural analysis completed since the previous estimate (effective December 31, 2021). Key highlights from the update are summarized below:
•P&P Reserves increased by approximately 2.5 Moz Ag, while M&I Resources, inclusive of reserves, grew by 5.0 Moz Ag after accounting for material mined through Q3-2025.
•Open-pit Reserves rose, while underground Reserves decreased, consistent with Aya’s strategy to expand open-pit operations and focus deeper underground.
•Reported grades are lower, primarily due to the integration of extensive new drilling, improved geological interpretation, and updated estimation methods better suited to the deposit’s complex ore distribution. The updated P&P Reserves also incorporate dilution assumptions informed by mining practices and benefits from enhanced geological and structural interpretations resulting in a more accurate representation of the deposit’s geometry and grade profile.
•The update reinforces the resource model, incorporating approximately 275,000m of drilling since 2021 (64% of all drilling on the property), along with independent review, enhancing confidence in the resource model and the mine plan.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 11
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Mineral Resource Estimate for the Zgounder deposit as of June 30th, 2025 |
Reasonable Prospects for Eventual Economic Extraction ("RPEEE") | Cut-off Ag (g/t) | Classification | Tonnes (kt) | Ag (g/t) | Metal (koz) |
| Pit Constrained | 40 | Measured | 13,820 | 144 | 64,140 |
| 40 | Indicated | 2,150 | 131 | 9,070 |
| 40 | Inferred | 56 | 190 | 350 |
| Out-of-Pit | 90 | Measured | 324 | 280 | 2,912 |
| 90 | Indicated | 2,640 | 284 | 24,100 |
| 90 | Inferred | 360 | 360 | 4,200 |
| Total | 40/90 | Measured | 14,150 | 147 | 67,050 |
| 40/90 | Indicated | 4,790 | 216 | 33,200 |
| 40/90 | Inferred | 410 | 340 | 4,500 |
1.Mineral Resource Estimate for the Zgounder deposit as of June 30, 2025.
2.The Mineral Resource is reported in compliance with NI 43-101 and CIM Definition Standards (May 2014).
3.Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues. There is no certainty that Mineral Resources will be converted to Mineral Reserves.
4.Mineral Resources are reported inclusive of Mineral Reserves.
5.A silver price of US$28/oz with a process recovery of 90%, and a USD 25/t rock processing cost (including G&A) were used.
6.The constraining pit optimization parameters were 50º pit slopes with a 40 g/t Ag cut-off.
7.The out-of-pit Mineral Resource grade blocks were quantified above the 90 g/t Ag cut-off, below the constraining pit shell and within the constraining mineralized wireframes. Out–of-pit Mineral Resources exhibit continuity and reasonable potential for extraction by the cut and fill underground mining method.
8.The mining costs are USD 2/t in waste and USD 6.8/t in ore, with a mining dilution of 5%.
9.The Mineral Resource is reported at an in-pit cut-off of 40 g/t Ag and an out of pit cut-off of 90 g/t Ag.
10.A royalty of 3% applies.
11.Mineral Resources have been rounded to reflect their confidence.
12.Totals may vary due to rounding.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mineral Reserve estimate for Zgounder operation, as of September 30th 2025 |
| Cut-off Ag (g/t) | Classification | Tonnes (kt) | Ag (g/t) | Metal (koz) |
| Stockpile | N/A | Proven | 160 | 134 | 690 |
| In-Pit Reserves | 40 | Proven | 11,750 | 137 | 51,800 |
| 40 | Probable | 1,220 | 133 | 5,200 |
| UG Reserves | 90 | Proven | 180 | 207 | 1,200 |
| 90 | Probable | 2,390 | 189 | 14,500 |
| Total | 40/90 | Proven | 12,090 | 138 | 53,690 |
| 40/90 | Probable | 3,610 | 170 | 19,700 |
| Total P&P | 40/90 | P&P | 15,700 | 145 | 73,390 |
1.Mineral Reserves have been estimated by Aya technical service team, under the supervision of Patrick Pérez, P.Eng, full-time employee of Aya and Qualified Person as defined by NI 43-101. The estimate is in conformance with the CIM Definition Standards for Mineral Resources and Mineral Reserves.
2.Mineral Reserves have been estimated using metal price assumption of US$26/oz for silver.
3.Open-Pit Mineral Reserves are reported at a cut-off grade of 40g/t Ag, and Underground Mineral Reserves are reported at a cut-off grade of 90 g/t Ag.
4.The cut-off calculation is based on a process and general & administration cost of $25.25/t, a metallurgical recovery of 90%, a throughput rate of 1.4Mt per annum, an open pit ore mining cost of 4.19$/t and an underground mining cost of 40$/t, and an exchange rate of 9.5 MAD:USD.
5.Numbers may not add-up due to rounding.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 12
Boumadine
Drilling Activity
In Q1-2026, the Corporation completed 42,827 metres of DDH at Boumadine. A new mineralized parallel structure was identified approximately 500 metres east of the Main Trend. Initial drilling intersected mineralization within a wider massive sulphide interval at depth, including 115 g/t AgEq over 2.5 metres and 331 g/t AgEq over 0.8m (BOU-DD25-707). The structure is characterized by significant massive sulphide widths and is located at a meaningful distance from the Main Trend, indicating potential to expand the mineralized system. Drilling in the first quarter confirmed continuity along the 5.4 km Boumadine Main Trend and within the Tizi Zone, and the system remains open in all directions, with highlights including 255 g/t AgEq over 11.9 m (BOU-DD25-728), 166 g/t AgEq over 17.1 metres (BOU-DD25-742) , and 296 g/t AgEq over 9.5 metres (BOU-MP25-092).
Additional drilling at the Asirem target returned gold-bearing intercepts, including 1.34 g/t Au over 1.2 m (BOU-DD25-653), supporting the potential of an approximately 8 km structural corridor.
Permitting, Mapping and Targeting
In Q1-2026, the Corporation continued mapping and prospecting, developing new targets which will be tested in 2026 and beyond.
Aya has filed a request to renew the Boumadine Mining License (LE-383661), which covers the Boumadine Deposit and is set to expire on May 16, 2026. The renewal process is underway, and a 10-year extension is expected as per the mining code.
Boumadine Preliminary Economic Assessment
An updated NI 43-101 technical report incorporating the results of the Boumadine PEA with an effective date of November 4, 2025 was filed on December 18, 2025 and is available on Aya’s website and on SEDAR+ and EDGAR.
The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
Project Economics Sensitivity - Gold and Silver Price7
| | | | | | | | | | | | | | | | | | | | |
| Parameter | Units | Zero-NPV | (25) | % | Base Case | 25 | % | Upside Case8 |
| Gold Price | $/oz | 1,567 | 2,100 | 2,800 | 3,500 | 4,000 |
| Silver Price | $/oz | 17 | 22.5 | 30 | 37.5 | 48 |
NPV5% Post-Tax | $M | — | | 657 | 1,475 | 2,262 | 2,963 |
| IRR Post-Tax | % | 4% | 27% | 47% | 63% | 77% |
| LOM Revenue | $M | 4,322 | 5,457 | 6,991 | 8,526 | 9,896 |
| LOM EBITDA | $M | 902 | 1,972 | 3,418 | 4,864 | 6,156 |
Free Cash Flow (Post-Tax) | $M | 90 | 927 | 1,958 | 2,940 | 3,818 |
| Payback Period (Post-Tax) | Years | 6.8 | 2.8 | 2.1 | 1.5 | 1.2 |
NPV5%: CAPEX Ratio | | — | | 1.5 | 3.3 | 5.1 | 6.6 |
The main Project highlights include:
•On a post-tax basis: NPV5% of $1.5 billion, an IRR of 47%, and a payback period of 2.1 years at Base Case prices.
•Attractive scale with average annual production of 401 koz AuEq in years 1 to 5 and 328 koz AuEq per year over the LOM. This corresponds to an average annual production of approximately 37.5 Moz AgEq, in years 1 to 5 and 30.6 Moz AgEq over the LOM.
7 Certain financial metrics presented in this table, including NPV (5%), IRR, EBITDA, free cash flow, NPV (5%)-to-CAPEX ratio and payback period, are based on the Boumadine PEA and represent projected financial metrics that do not have standardized meanings under IFRS. Such metrics should not be considered as measures of financial performance under IFRS. For additional information, refer to the Corporation’s news release dated December 18, 2025 entitled "Aya Gold & Silver Files Preliminary Economic Assessment Technical Report for Boumadine Project", available under Aya’s profile on SEDAR+ and EDGAR.
8 Assumed Spot Prices as of 2025-10-31.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 13
•Low initial capital cost of $446 million, including $96 million in contingency.
•Highly efficient capital project with a post-tax NPV5% to Capex ratio of 3.3:1 (Base Case prices); and NPV5% to Capex ratio of 6.6:1 at Spot Prices.
•LOM total cash costs of $928/oz AuEq and All-In Sustaining Costs ("AISC") of $1,021/oz AuEq.
•Processing: 8,000 tpd conventional flotation plant producing three gold- and silver-bearing concentrates – zinc, lead, and pyrite.
•Year 1 to 5 average head grade of 4.76 g/t AuEq, or 443 g/t AgEq.
•LOM average head grade of 3.85 g/t AuEq, or 358 g/t AgEq.
•The Mineral Resource Estimate in the PEA is based on the technical report published on March 31, 2025, which includes 142,268 m of drilling and does not include the extensive drilling completed during the 2025 campaign.
•Existing mining license on the property; feasibility study targeted for completion in late 2027.
Mining and Processing
The Boumadine PEA envisions a combined open-pit and underground mining operation. The Boumadine LOM plan will consist of the simultaneous mining of several open pits in Central, North and South zones concurrent with underground operations that are scheduled between Year 2 and Year 11. The overall strategy is to achieve an average production rate to maintain a processing throughput of 8,000 tpd over the LOM, for an annual throughput capacity of 2.9 Mt per year. The mine plan prioritizes strong feed grades to the mill during the initial years of production.
A conventional flotation plant is planned for processing, with crushing, grinding and three flotation circuits to produce separate, salable concentrates of zinc, lead, and pyrite. All three concentrates contain payable silver and gold.
Metallurgy
Extensive metallurgical testwork, led by SGS Lakefield between 2018 and 2025, is the foundation of the Boumadine PEA and confirms a conventional flotation-based flowsheet with excellent metallurgical performance. The metallurgical testwork program was based on composite sampling, with locked-cycle flotation tests and comminution testwork that were used to determine the proposed flowsheet. Total flotation recoveries are: 96.1% for gold, 96.4% for silver, 74.7% for zinc and 82.0% for lead.
Additional Information
Initial capital expenditures of $446 million, including a contingency of $96 million, as well as sustaining capital expenditures of $340 million over the LOM. The on-site infrastructure requirements include the processing plant, workshops, warehouses, administrative buildings, tailings storage facility, and supporting infrastructure. Off-site infrastructure requirements include concentrate storage at the port, the construction of a dedicated 72-km electrical power line, and pumping stations and water pipelines for fresh water supply.
The Boumadine PEA outlines an average cash cost of $109/t milled, or $928/oz AuEq produced. The AISC is estimated at $1,021/oz AuEq produced, positioning the project competitively within the industry cost curve.
For further details, refer to the Corporation's press release dated November 4, 2025 announcing the PEA results, the related investor presentation available on Aya's website at www.ayagoldsilver.com and the NI 43-101 Technical Report available SEDAR+ and EDGAR.
The independent Qualified Persons for the PEA, as defined by NI 43-101, are:
•Lycopodium Minerals Canada Ltd: Preetham Nayak P.Eng,. Senior Study Manager, Ruan Venter, P.Eng., Principal Process Engineer, Zuned Shaikh P.Eng., Lead Mechanical Engineer.
•WSP: Benjamin Berson, P.Eng, Lead Mining Engineer.
•SLR Consulting France SAS: Alex Pheiffer, PrSciNat, ESIA Lead.
•Epoch Resources (Pty) Ltd: George Papageorgiou PrEng, PhD, MSc, BSc, Eng (Civil), Wits.
•P&E Consultants Inc.: Eugene Puritch, P.Eng, FEC, CET, Antoine Yassa, P.Geo., Fred Brown, P.Geo., Jarita Barry, P.Geo., William Stone, PhD, P.Geo.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 14
•RockEng: Cortney Palleske, M.A.Sc., Eng, Principal Geomechanics Consultant.
Mineral Resource Estimate
An update to the mineral resources, based on 2024 drilling at Boumadine, was released on February 24, 2025, consisting of an Inferred Mineral Resource of 29.2Mt at 82g/t Ag, 2.63 g/t Au, 2.11% Zn and 0.82% Pb containing an estimated 76.8Moz of Ag, 2.4Moz of Au, 615 kt of Zn and 237 kt of Pb. Representing 378Moz AgEq, an increase of 19%, and an Indicated Mineral Resource of 5.2Mt at 91 g/t Ag, 2.78 g/t Au, 2.8% Zn and 0.85% Pb containing an estimated 15.1Moz of Ag, 449koz of Au, 145 kt of Zn and 44 kt of Pb, representing 74.4Moz Silver equivalent (“AgEq”), an increase of 120%.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cutoff | Tonnes | Average Grade | Contained Metal |
Ag | Au | Cu | Pb | Zn | AgEq | AuEq | Ag | Au | Cu | Pb | Zn | AgEq | AuEq |
NSR US$/t | (kt) | (g/t) | (g/t) | (%) | (%) | (%) | (g/t) | (g/t) | (koz) | (koz) | (kt) | (kt) | (kt) | (koz) | (koz) |
Pit-constrained Indicated | 95 | 3,920 | 94 | 2.99 | 0.13 | 0.84 | 2.95 | 476 | 5.30 | 11,881 | 377 | 5 | 33 | 116 | 60,051 | 667 |
Pit-constrained Inferred | 95 | 14,258 | 90 | 2.89 | 0.10 | 0.81 | 2.38 | 450 | 5.00 | 41,135 | 1,325 | 14 | 115 | 339 | 206,293 | 2,293 |
Out-of-pit Indicated | 125 | 1,249 | 80 | 2.11 | 0.08 | 0.87 | 2.32 | 358 | 3.98 | 3,216 | 85 | 1 | 11 | 29 | 14,382 | 160 |
Out-of-pit Inferred | 125 | 14,938 | 74 | 2.39 | 0.07 | 0.82 | 1.85 | 357 | 3.97 | 35,669 | 1,148 | 10 | 122 | 276 | 171,393 | 1,905 |
Total Indicated | 95/ 125 | 5,169 | 91 | 2.78 | 0.12 | 0.85 | 2.80 | 448 | 4.98 | 15,097 | 462 | 6 | 44 | 145 | 74,433 | 827 |
Total Inferred | 95/ 125 | 29,196 | 82 | 2.63 | 0.08 | 0.82 | 2.11 | 402 | 4.47 | 76,804 | 2,469 | 25 | 237 | 615 | 377,686 | 4,198 |
1.Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues. There is no certainty that Mineral Resources will be converted to Mineral Reserves.
2.The Inferred Mineral Resource in this estimate has a lower level of confidence than that applied to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration.
3.The Mineral Resources in this MD&A were estimated in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resources and Mineral Reserves Definitions (2014) and Best Practices Guidelines (2019) prepared by the CIM Standing Committee on Reserve Definitions and adopted by the CIM Council, as may be amended from time to time.
4.A silver price of US$24/oz with a process recovery of 89%, a gold price of US$2,200/oz with a process recovery of 85%, a zinc price of US$1.20/lb with a process recovery of 72%, a lead price of US$1.00/lb with a process recovery of 85%, and a copper price of US$4.00/lb with a process recovery of 75% were used in establishing the MRE.
5.AgEq = Ag(g/t) + (Au(g/t) *Au price/oz*Au recovery)/(Ag price/oz*Ag recovery) + Zn(%)*Zn price/lb* Zn recovery/(Ag price/oz*Ag recovery)*685.7147973 + Pb(%)*Pb price/lb* Pb recovery/(Ag price/oz*Ag recovery)*685.7147973 + Cu(%)*Cu price/lb* Cu recovery/(Ag price/oz*Ag recovery)*685.7147973
6.AuEq = Au(g/t) + (Ag(g/t) *Ag price/oz*Ag recovery)/(Au price/oz*Au recovery) + Zn(%)*Zn price/lb* Zn recovery/(Au price/oz*Au recovery)*685.7147973 + Pb(%)*Pb price/lb* Pb recovery/(Au price/oz*Au recovery)*685.7147973 + Cu(%)*Cu price/lb* Cu recovery/(Au price/oz*Au recovery)*685.7147973.
7.The constraining pit optimization parameters were US$3.5/t for mineralized material mining, US$2/t for waste mining US$89/t for processing and US$6/t for general and administrative expenses ("G&A") totalling US$95/t for a cut-off and 50-degree pit slopes.
8.The out-of-pit parameters used a US$30/t mining cost, US$89/t processing cost and US$6/t G&A totalling US$125/t for a cut-off. The out-of-pit Mineral Resource grade blocks were quantified above the US$125 NSR cut-off, below the constraining pit shell and within the constraining mineralized wireframes. Out–of-pit Mineral Resources exhibit continuity and reasonable potential for extraction by the long hole underground mining method.
9.Individual calculations in tables and totals may not sum due to rounding of original numbers.
10.Grade capping of 800 g/t Ag, 30 g/t Au, 28% Zn, 10% Pb and 1.4% Cu was applied to composites before grade estimation.
11.Bulk density was evaluated separately for each individual vein with values ranging from 3.20 to 4.00 t/m3 determined from drill core samples and used for the MRE. For oxidized and transitional material, a bulk density of 2.65 t/m3 was used.
12.1.0 m composites were used during grade estimation.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 15
Figure 2 - Plan View of Boumadine Property with Existing Permits and Drill Holes
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 16
Overview of Financial Performance
For the three-month periods ended March 31, 2026 and 2025 (in thousands of dollars):
| | | | | | | | | | | | | | | | | |
| | Three-month periods ended | |
| | March 31, | |
| | | | 2026 | 2025 | Variance | |
Revenues | | | | 117,274 | 33,831 | 247% | (1) | |
Cost of sales | | | | 33,515 | 23,584 | 42% | (2) | |
Gross profit | | | | 83,759 | 10,247 | | 717% | (3) | |
General and administrative expenses | | | | 3,483 | 2,875 | 21% | (4) | |
General and administrative expenses - Share-based payments | | | | 2,691 | 4,044 | (33)% | (5) | |
Operating income | | | | 77,585 | 3,328 | 2,231% | |
Net finance (expense) income | | | | (934) | | 7,336 | (113)% | (6) | |
Share of loss in associate, net of tax | | | | (361) | | - | | NM | |
Net income before income taxes | | | | 76,290 | 10,664 | (615)% | |
Income tax expense | | | | 27,757 | 3,734 | 643% | (7) | |
Net income for the period | | | | 48,533 | 6,930 | (600)% | (8) | |
Income per share (diluted) | | | | 0.33 | | 0.05 | | 560% | (8) | |
*NM – Not Meaningful
Three-month period ended March 31, 2026, compared to the three-month period ended March 31, 2025
1.Revenues totaled $117,274 in Q1-2026 compared to $33,831 in Q1-2025, driven by a 34% increase in silver equivalent ounces sold of 1,426,361 oz in Q1-2026 compared with 1,061,565 oz in Q1-2025. Ramp-up of the mill was beginning in Q1-2025, which is reflected with a 31% increase in milling operations year-over-year. Furthermore, net realized silver equivalent price per ounce sold during the period increased by 158% to $82.22 per AgEq in Q1-2026 compared to $31.87 per AgEq in Q1-2025.
2.Cost of sales in Q1-2026 increased by 42% compared to Q1-2025, driven by the increase in tonnes mined, milled and resulting ounces sold and depreciation expense on a larger asset base. Depreciation expense increased by $3,251 compared to Q1-2025, reflecting an increase in ounces mined from 1,009,361 in Q1-2025 to 1,738,807 in Q1-2026. More processed ore from the new plant contributed to increased sales; however, the reduction in processed grades in Q1-2026 compared to Q1-2025 partially offset the expected unit cost improvement from the new plant, requiring greater tonnage to maintain silver production. Cash costs per silver ounce sold improved slightly in Q1-2026 compared to Q1-2025. In addition, royalties were $3,496 in Q1-2026 compared to $1,015 in Q1-2025 representing 3% of sales.
3.Gross profit for the quarter was $83,759 compared to $10,247 in Q1-2025, representing an increase of 717%. The increase was primarily driven by higher average net realized silver equivalent price per ounce and increased sales volumes. Lower cash costs in Q1-2026 of $18.40 compared to cash cost of $18.93 in Q1-2025, also contributed to the improvement, to a lesser extent.
4.General and administrative expenses increased by 21% or $608 in Q1-2026 compared with Q1-2025. This increase was driven by the fact that the Corporation now has multiple projects in Morocco and as such, G&A expenses increased to manage these projects. To support the continued growth of the Corporation and ensure adequate resources for project execution and corporate functions, additional headcount was added at the head office in Canada and in Morocco.
5.General and administrative expenses - Share-based payments decreased by 33% or $1,353 in Q1-2026 compared with Q1-2025. The decrease was driven by a lower non-cash expense related to share-based compensation in Q1-2026 related to the August 2024 stock option issuance. Under the vesting attribution method, a higher proportion of the total expense is recognized in the earlier periods of the vesting schedule. As a result, share-based compensation expense was higher in Q1-2025, with a natural decline in Q1-2026 as a greater portion of the expense had already been recognized in prior periods.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 17
6.Net finance (expense) income decreased by 113% or $8,270 in Q1-2026 primarily due to minimal foreign exchange impact, as the MAD remained relatively stable against U.S. dollar during the period. In contrast, Q1-2025 benefited from a 4.7% appreciation of the MAD against the U.S. dollar, resulting in an approximate foreign exchange gain of $9,600. The reduction in foreign exchange gain in Q1-2026 was offset by the increase in interest income in Q1-2026 compared to Q1-2025 of approximately $630 due to a higher cash balance for the period. The quarter included a decrease in interest costs tied to the EBRD loan, due to a lower loan balance.
7.Income tax expense in Q1-2026 was $27,757, compared to $3,734 in Q1-2025, primarily due to higher net taxable income and higher corporate tax rate in Morocco, which accounted for $27,095 of the increase, and $664 of accrued withholding taxes on interest accruing on outstanding intercompany advances to Moroccan subsidiaries. The increase in taxable income in Morocco reflects the higher revenue generated during the period from the increase in average net realized silver equivalent price per oz as well as the higher operating income.
8.Net income of $48,533 (diluted EPS of $0.33) was recorded in Q1-2026 compared to net income of $6,930 (diluted EPS of $0.05) in Q1-2025.
Summary of Quarterly Results
Selected quarterly information
| | | | | | | | | | | |
| Revenues | Net income (loss) | Income (loss) per share (diluted) |
Quarter ended | $ | $ | $ |
| March 31, 2026 | 117,274 | 48,533 | 0.33 |
| December 31, 2025 | 75,320 | 18,287 | 0.12 |
| September 30, 2025 | 54,337 | 12,422 | 0.09 |
| June 30, 2025 | 38,615 | 8,641 | 0.06 |
| March 31, 2025 | 33,831 | 6,931 | 0.05 |
| December 31, 20249 | 9,338 | (29,983) | | (0.20) | |
| September 30, 2024 | 11,024 | (263) | | 0.00 |
| June 30, 2024 | 13,678 | 6,813 | 0.05 |
Revenues in Q1-2026 were $117,274 compared to $75,320 in Q4-2025. The Corporation sold 1,426,361 AgEq ounces in Q1-2026 compared to 1,290,023 AgEq ounces in Q4-2025. This increase in ounces sold combined with the higher average net realized silver equivalent price, resulted in am increase to $82.22 per AgEq ounce in Q1-2026 from $58.39 per AgEq ounce in Q4-2025 resulting in higher revenues during the quarter. Cost of sales remained stable. Lower production costs resulting from the increase in ounces sold during Q1-2026 were offset by higher royalty expenses, reflecting higher sales, and increased amortization expenses during the quarter. As a result of the increase in silver price, the gross profit margin improved in Q1-2026, from 57% to 71% mainly driven by the higher net realized silver equivalent price and lower unit cash cost during the quarter. The increase in gross profit contributed to the higher net income. Furthermore, interest income was higher due to an increased cash and cash equivalents balance. However, the increase in net income before taxes was offset by an increased tax expense for the quarter.
Revenues in Q4-2025 were $75,320 compared to $54,337 in Q3-2025. The Corporation sold 1,290,023 oz of silver in Q4-2025 compared to 1,363,511 oz in Q3-2025. The decrease in sales volume due to timing was largely offset by the higher average net realized silver equivalent price, which rose to $58.39 per ounce in Q4-2025 from $39.85 per ounce in Q3-2025, more than offsetting the lower sales volume and resulting in higher revenues during the quarter. Cost of sales remained stable. Lower production costs resulting from the decrease in ounces sold during Q4-2025 were offset by higher royalty expenses, reflecting higher silver prices, and increased amortization expenses during the quarter. As a result of the increase in silver price, the gross profit improved in Q4-2025, from 39% to 57% as sales greatly increased and cost of sales were stable during the quarter. The gross profit increase contributed to the increase in net income. Furthermore, the quarter experienced a decrease in general and administration expenses from lower share-based payment expenses. This non-cash expense is from the
9 In the quarter ended December 31, 2024, loss per share had previously been calculated using total net loss rather than net loss attributable to Aya shareholders. The comparative EPS amounts have been adjusted from previously reported $(0.23) to $(0.20) to reflect the net loss attributable to Aya shareholders in the quarter ended December 31, 2024. This adjustment affects only the presentation of loss per share and has no impact on the Corporation's net loss, total equity, cash flows, or financial position in the quarter.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 18
accounting treatment applied to share purchase options issued in August 2024. However, the increase in net income before taxes was offset by an increased tax expense for the quarter.
Revenues in Q3-2025 were $54,337 compared to $38,615 in Q2-2025. The Corporation sold 1,363,511 oz of silver in Q3-2025 compared to 1,140,452 oz in Q2-2025. The average net realized price for silver also rose to $39.85 per ounce in Q3-2025, up from $33.86 per ounce in Q2-2025, further supporting revenue growth. The rise in cost of sales was mainly attributed to the increased volume of ore processed to support higher oz sold. The higher average grade of 146 g/t in Q3-2025 compared to 140 g/t in Q2-2025 contributed positively to operating performance, partially offsetting the impact of higher volumes on total costs. As a result, cash costs decreased to $20.79/oz in Q3-2025 from $21.26/oz in Q2-2025, reflecting improved operating efficiencies and stronger grades. Other operating income decreased to $nil in Q3-2025 compared to Q2-2025, which had included a net impairment recovery of $3,987 and a $1,828 gain on sale of assets, primarily related to the Amizmiz property transaction completed in April 2025.
Revenues in Q2-2025 were $38,615 compared to $33,831 in Q1-2025. The Corporation sold 1,140,452 oz of silver in Q2-2025 compared to 1,061,565 oz in Q1-2025. The average net realized price for silver also rose to $33.86 per ounce in Q2-2025, up from $31.87 per ounce in Q1-2025, further supporting revenue growth. The rise in the cost of sales was mainly attributed to the increased volume of ore that was mined and processed to produce the ounces sold given the lower ore grade which stood at 140 g/t in Q2-2025 compared to 163 g/t in Q1-2025. This consequently led to an increase in unit costs. A $1,611 increase in depreciation expense in Q2-2025 compared to Q1-2025 is reflected by the 12% increase in ounces extracted and approximately doubling the amount of additions, as well as, transfers from assets under construction to mining assets in production in Q2-2025. Other operating Income increased by 100% in Q2-2025 compared to Q1-2025 as it includes a net impairment recovery of $3,987 and a $1,828 gain on sale of assets, mainly related to the Amizmiz property transaction completed in April 2025.
Revenues in Q1-2025 were $33,831 compared to $9,338 in Q4-2024. The Corporation sold 1,061,565 oz of silver in Q1-2025 compared to 337,733 oz in Q4-2024, benefiting from a full quarter of operational ramp-up at the new Zgounder plant, which reached commercial production on December 29, 2024. Additionally, the average net realized silver price increased to $31.87 per ounce in Q1-2025, up from $27.65 per ounce in Q4-2024, further contributing to the increase in revenue. The cost of sales increased primarily due to the higher volume of silver processed and sold and a $1,685 increase in depreciation expense in Q1-2025 compared to Q4-2024, driven by the start of depreciation of the new Zgounder plant. In addition, tax expense rose significantly to $3,734 in Q1-2025 compared to a tax recovery of $(1,867) in Q4-2024 reflecting the sharp increase in taxable income generated by the Corporation’s Moroccan subsidiary.
Revenues in Q4-2024 were $9,338 compared to $11,024 in Q3-2024. The Corporation sold 337,733 oz compared to 403,957 oz of silver in Q3-2024. In addition, the cost of sales increased in proportion to the oz sold due to an increase in operational costs associated with the finalization of the expansion, mine ramp-up, additional staff, training and health and safety activities that have accelerated in Q4-2024 since the new Zgounder plant reached commercial production on December 29, 2024. In addition, an impairment charge of $27,350 related to the Tijirit Project owned by the Corporation at 75% was taken in Q4-2024. (See Note 7 of the Q4-2024 FS).
Revenues in Q3-2024 were $11,024 compared to $13,678 in Q2-2024. The Corporation sold 403,957 oz compared to 521,971 oz of silver in Q2-2024. The 23% reduction in oz sold is mainly explained by the average grade processed that came in lower at 161 g/t compared to 196 g/t in Q2-2024, partially offset by higher average selling prices. The cost of sales rose in line with the increase in ounces sold due to higher operational costs from expansion preparation, mine ramp-up, and health and safety activities in Q3-2024, as the new Zgounder plant neared completion.
Revenues in Q2-2024 were $13,678 compared to $5,077 in Q1-2024. The Corporation sold 521,971 oz of silver in Q2-2024 compared to 238,266 oz of silver in Q1-2024 since 157,457 oz of silver concentrate was held in inventory and was sold at a higher price in Q2-2024. The average grade processed came in higher at 196 g/t in Q2-2024 compared to 173 g/t in Q1-2024, resulting in a net income of $6,813 compared to a net loss of $(2,594) in Q1-2024.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 19
Liquidity and Capital Resources
As at March 31, 2026, the Corporation had working capital of $141,379 compared to $112,400 as at December 31, 2025,10 including cash and cash equivalents of $171,670 ($136,322 on December 31, 2025). The Corporation generated $70,175 in operating cash flow, principally from the Zgounder operation in the quarter. The Corporation ensures that there is sufficient capital to meet short-term business requirements, after taking into account cash flows from operations and the Corporation’s holdings of cash. The Corporation believes that these sources will be sufficient to meet its obligations for at least the next 12 months. The Corporation's principal sources of financing in the past have been equity, debt financing and cash flows from operations. The success of equity and debt financing is dependent on capital markets, the attractiveness of mining companies to investors, and metal prices. To facilitate its growth and to continue its exploration, development, expansion activities and be able to support its ongoing operations the Corporation may be required to raise further equity or debt financing in the capital markets. The Corporation continues to assess financing alternatives, including equity or debt or a combination of both, to fund future growth, including the development of the Boumadine project.
As part of its $100,000 financing with EBRD, the Corporation is required to maintain $16,250 in the Debt Service Reserve Account (“DSRA”). As these funds are not available for general corporate use, these amounts are recorded as restricted cash on the consolidated statement of financial position.
The following table summarizes the Corporation’s cash flow activity during the three-month periods ended March 31, 2026 and 2025:
| | | | | | | | | | |
| | Three-month periods ended |
| (used in) | | March 31, |
Cash Flow | | | 2026 | 2025 |
Operating cash flow before changes in working capital | | | 63,922 | | 7,812 | |
Change in non-cash operating working capital items | | | 6,253 | | 114 | |
Net cash flow from operating activities | | | 70,175 | | 7,926 | |
Net cash flow used in investing activities | | | (16,330) | | (15,955) | |
Net cash flow used in financing activities | | | (17,233) | | (4,706) | |
Effect of exchange rate changes on cash in foreign currencies | | | (1,264) | | 110 | |
Net change in cash and cash equivalents | | | 35,348 | | (12,625) | |
Cash and cash equivalents, beginning of the period | | | 136,322 | | 30,944 | |
Cash and cash equivalents, end of period | | | 171,670 | | 18,319 | |
Operating
During the three-month period ended March 31, 2026, the Corporation generated operating cash flow before changes in working capital items of $63,922, compared to generated operating cash flow before changes in working capital items of $7,812 for the same prior-year period. The increase was mainly driven by higher net income in Q1-2026 compared to Q1-2025. See Overview of Financial Performance section.
The operating cash flow in Q1-2026 was positively impacted by changes of $6,253 in working capital items which were primarily affected by a reduction in trade and other receivables, which resulted from the timing of payments received from clients. This positive impact was offset by an increase in sales tax receivable resulting from the absence of collections from authorities during the quarter. Additionally, there was an accumulation of inventory ore stockpile, as well as a rise in accounts payable, primarily attributable to the timing of disbursements to suppliers. Furthermore, prepaid expenses and security deposits increased, largely due to the execution of numerous contracts at the beginning of the fiscal year.
Investing
During the three-month period ended March 31, 2026, the Corporation used cash of $16,330 in investing activities compared to $15,955 in Q1-2025. The decrease of investing cash flow is largely due to higher investments in exploration and evaluation assets mainly related to the Boumadine project, where $14,066 was invested in Q1-2026 compared to $7,820 in Q1-2025. At Boumadine, a multi-phase infill and regional drilling program (approximately 200,000 metres total for 2026) is underway, as the
10 Non-GAAP Measures, consisting of current assets of $256,947 less current liabilities of $115,568 (December 31, 2025, current assets of $232,450 less current liabilities of $120,050).
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 20
Corporation is advancing the project following the positive PEA. This outflow of cash offset by (i) decrease in property, plant and equipment acquisitions of approximately $4,000 in Q1-2026 as there was an increase in accounts payable related to PP&E and (ii) $1,750 release from restricted cash as the expansion has reached financial completion during the quarter.
Financing
During the three-month period ended March 31, 2026, the Corporation used cash of $17,233 in financing activities compared to $4,706 in Q1-2025, primarily due to the first of seven scheduled principal repayments on long-term debt of $14,286, partially offset by proceeds of $2,302 from the exercise of 947,540 stock options during the quarter.
Financing Sources
| | | | | | | | | | | | | | |
Financing sources for amounts received during the last 8 quarters |
Date | Type | Financings | Gross Amounts ($) | General description of the use of proceeds |
| June 18, 2025 | Short Form Prospectus | Common shares | 105,218 | The net proceeds of the financing after deductions of the financing costs, are being used to advance its business objectives including for the advancement of its exploration program at Boumadine, the exploration program at Zgounder Regional, and for working capital and general corporate purposes. |
| From May 3, 2024 to Jan 15, 2026 | Options exercised | Common shares | 3,883 | The net proceeds from the exercise of options are being used to fund general administrative expenses, investing activities and other working capital needs. |
Use of Proceeds
June 18, 2025 Financing - US$105 million
On June 18, 2025, the Corporation closed a bought deal financing and issued 10,767,795 common shares of the Corporation at a price of C$13.35 per common share for gross proceeds of approximately C$143,750 ($105,218).
Below is an update, in tabular form, reflecting the use of the funds as of March 31, 2026 compared to the budgeted amounts initially set out in the prospectus:
| | | | | | | | |
Principal use | Earmarked usage | Actual usage |
| $ (million) | $ (million) |
Boumadine exploration and development | 58.6 | | 38.0 | |
Zgounder regional and other projects | 7.3 | | 1.6 | |
General corporate purposes11 | 39.3 | | 9.1 | |
Total | 105.2 | 48.6 |
11 Includes $5.5 million in share issue costs related to the June 18, 2025 C$143.8 million financing.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 21
The following table details the changes to the statements of financial position as at March 31, 2026, compared to December 31, 2025:
| | | | | | | | | | | |
| As at March 31, 2026 | As at December 31,2025 | Variance |
Cash and cash equivalent | 171,670 | 136,322 | 26% |
Trade and other receivables | 18,340 | 33,811 | (46)% |
Sales taxes receivable | 25,572 | 22,864 | 12% |
Inventories | 35,369 | 34,595 | 2% |
Deposit in trust | - | 314 | NM |
| Restricted cash | - | 1,750 | NM |
Prepaid expenses and security deposits | 5,635 | 2,794 | 102% |
| Equity investment | 289 | | - | NM |
Options contracts | 72 | | - | NM |
Total current assets | 256,947 | 232,450 | 11% |
Restricted cash | 16,410 | 16,412 | —% |
Non-refundable deposits to suppliers | 4,304 | 3,390 | 27% |
Deferred tax assets | 4,155 | 5,187 | (20)% |
| Investment in associate | 6,608 | 6,969 | (5)% |
| Deferred financing fees | - | 173 | NM |
Property, plant, and equipment | 245,468 | 251,973 | (3)% |
Exploration and evaluation assets | 124,495 | 115,179 | 8% |
Total assets | 658,387 | 631,733 | 4% |
Total current liabilities | 115,568 | 120,050 | (4)% |
Lease liabilities | 1,516 | 1,009 | 50% |
Long-term debt | 69,622 | 83,606 | (17)% |
Asset retirement obligations | 2,965 | 3,244 | (9)% |
Total liabilities | 189,671 | 207,909 | (9)% |
Total equity | 468,716 | 423,824 | 11% |
Total liabilities and equity | 658,387 | 631,733 | 4% |
*NM: Not Meaningful
Assets
The change in the Corporation’s cash and cash equivalent balance on March 31, 2026, compared to the amount held on December 31, 2025, is detailed in the section Liquidity and Capital Resources.
During Q1-2026, trade and other receivables decreased by $15,471 compared to December 31, 2025, as a result of the reduction in the quantity of ounces included in trade receivables at the end of the quarter.
The increase in sales tax receivable of $2,708 in 2026 compared to December 31, 2025, reflects the addition of three more months of sales taxes, with no collection during the quarter.
The increase in inventory of $774 in 2026 was primarily due to a buildup of ore stockpiles at Zgounder. Inventories are expected to increase further as operations build up a stockpile to cover three month of operations. There was also an increase in inventory at Boumadine given the weather related port closures. These increases in inventory were partially offset by a decrease in silver ingots held at Zgounder at the end of the period.
The increase in prepaid expenses and security deposits of $2,841 in 2026 compared to December 31, 2025 was primarily due to the execution of numerous contracts at the beginning of the fiscal year.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 22
The change in non-current assets balance on March 31, 2026, compared to the amount held on December 31, 2025, is detailed in the Liquidity and Capital Resources section.
Liabilities and Equity
The current liabilities decreased by 4% between March 31, 2026 and December 31, 2025, mainly related to a $4,841 decrease in accounts payable and accrued liabilities primarily driven by lower interest payable on long-term debt with EBRD of $3,000 compared to December 31, 2025, while accounts payable decreased by $1,400 due to management efforts to lower payables in the year.
The change in total equity can be primarily attributed to the proceeds of $2,302 from the exercise of 947,540 stock options during the quarter. Additionally, there was an impact of $3,520 related to share-based compensation, alongside a net income of $48,533, predominantly derived from an increase in operating income. Moreover, a currency translation adjustment amounting to $9,292 loss recognized during the three-month period ended on March 31, 2026 as primarily, the Canadian dollar experienced a deterioration relative to the US dollar during the same period.
The Corporation defines capital as long-term debt and equity. When managing capital, the Corporation’s objectives are to:
•Ensure sufficient liquidity to pursue its strategy of organic growth combined with strategic acquisitions;
•Ensure the externally imposed capital requirements relating to debt obligations are being met;
•Increase the value of the Corporation’s assets; and
•Achieve optimal returns to shareholders.
These objectives are achieved by operating its assets efficiently, identifying the right exploration and evaluation projects, adding value to these projects, and ultimately taking them to production or obtaining sufficient proceeds from their disposal. Management adjusts the capital structure as necessary to support the acquisition, exploration and evaluation and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Corporation’s management team to sustain the future development of the business. As at March 31, 2026, managed capital is $556,532 (December 31, 2025 - $525,828) representing long-term debt and total equity before non-controlling interest. To facilitate the management of its capital requirements, the Corporation prepares long-term cash flow projections that consider various factors, including successful capital deployment, general industry conditions and economic factors. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Corporation, is reasonable. There have been no changes in the Corporation’s capital management approach during the period.
| | | | | | | | |
| As at March 31, 2026 | As at December 31,2025 |
| Long-term debt (including current portion) | 98,193 | 112,177 |
| Total equity before non-controlling interests | 458,339 | 413,651 |
| 556,532 | | 525,828 |
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 23
Commitments and Contingency
The Corporation had the following undiscounted contractual obligations at March 31, 2026:
| | | | | | | | | | | | | | | | | |
Payments due by period | Less than 1 year | 1-3 Years | 4-5 years | After 5 Years | Total |
Contractual obligations | $ | $ | $ | $ | $ |
Accounts payable and accrued liabilities* | 64,566 | | - | | - | | - | | 64,566 | |
Long-term debt | 28,571 | | 72,143 | | - | | - | | 100,714 | |
Interest on long-term debt** | 7,717 | | 5,333 | | - | | - | | 13,050 | |
Balance of purchase price payable | 1,600 | | - | | - | | - | | 1,600 | |
Lease liabilities | 427 | | 594 | | 403 | | 143 | | 1,567 | |
Asset retirement obligations | - | | - | | - | | 3,437 | | 3,437 | |
| 102,881 | | 78,070 | | 403 | | 3,580 | | 184,934 | |
* Includes interest on long-term debt of $1,619 payable on July 19, 2026.
** The interest on the long-term debt with EBRD has been calculated using the SOFR+5% (8.67%) rate as at March 31, 2026 for the EBRD Tranche and at 1% for the Climate Investment Funds tranche. The interest on the additional Boumadine project long-term debt with EBRD has been calculated using the same rate which is SOFR+5% (8.67%) rate as at March 31, 2026.
Royalties
As per the terms of the property purchase agreements, the Corporation is committed to pay the following royalties:
•3.0% royalty to ONHYM on revenue from the Zgounder property or $3,421 for the three-month period ended March 31, 2026 ($1,015 for three-month period ended March 31, 2025);
•3.0% royalty to ONHYM on revenue from the Boumadine property or $75 for the three-month period ended March 31, 2026 ($nil for the three-month period ended March 31, 2025); and
•2.5% royalty to Ouiselat Mines on revenue from the Azegour property.
All royalty agreements are payable in perpetuity.
Contingent Liability
In March 2025, Aya sought the enforcement of certain securities it had received in connection with the EPC Agreements before the International Chamber of Commerce. On August 5, 2025, the Corporation received net proceeds of $7,219 in connection with the enforcement of liquidated damages against Duro Felguera S.A. ("DF") from such securities. Subsequent to the disbursement of funds, DF sought to suspend the application and reverse the underlying decision allowing the execution of the performance bonds before different tribunals in Spain. Their action seeking the suspension of the execution in another jurisdiction was rejected on October 22, 2025. The appeal procedure and Aya's response to the appeal have been filed.
In parallel, on March 31, 2025, Aya received a Request for Arbitration Notice from DF seeking payments under the EPC Agreements of approximately $1,700 and €2,800 as well as declaratory relief as regards to the above mentioned liquidated damages, for a total amount of approximately $13,500. The Request for Arbitration was filed with International Chamber of Commerce. On April 7, 2026, Aya filed its statement of defense and counterclaim, asserting a full defense against all claims advanced by DF and seeking their dismissal in their entirety, together with an order for payment of damages in the amount of $13,000.
Management has reviewed the facts and circumstances of the case, together with external legal counsel, and believes that it is not probable that the Corporation will be required to repay any portion of the funds received, in the course of the appeal procedures in Spain, as well as the subsequent claim seeking damages. Accordingly, no provision has been recognized in the consolidated financial statements as at March 31, 2026. However, since the outcome of the appeal and subsequent claim cannot be determined with certainty at this time, any potential repayment, if required, would be recognized in the period in which the obligation becomes probable and can be reliably measured.
"EPC Agreements" mean the multi-currency fixed price EPC contract, composed of a supply agreement and a services agreement, for a total of approximately $78,000 (based on the then applicable exchange rate between Euro, MAD and USD), between ZMSM on one part, and DF and its affiliates on the second part, for the engineering, design, manufacturing, construction, delivery, erection, start-up and commissioning of a new 2,000 tpd processing plant at the Zgounder Silver Mine, entered on November 30, 2022. The EPC Agreements' price is fixed based on the USD, Euro and MAD.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 24
The Corporation has included certain non-GAAP financial measures and non-GAAP ratios in this MD&A, including “Cash costs per silver equivalent ounce sold" (“AgEq ounce”), Production cost per tonne”, and “Available liquidity”, to supplement its unaudited consolidated financial statements, which are prepared in accordance with IFRS. The terms IFRS and generally accepted accounting principles (“GAAP”) are used interchangeably throughout this MD&A.
The Corporation believes that these measures, together with IFRS measures, provide investors with enhanced transparency and a better ability to evaluate the Corporation’s underlying operating performance and liquidity. Cash cost per silver equivalent ounce sold and Production cost per tonne are widely used in the mining industry as performance benchmarks. However, our non-GAAP measures do not have standardized meanings prescribed under IFRS and may not be comparable to similar measures reported by other companies. Accordingly, they should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Silver Equivalent Ounces Sold (“AgEq”)
Silver equivalent ounces are calculated by converting gold production into silver ounces using relative metal prices for the applicable reporting period. AgEq ounces allow the Corporation to present consolidated production and cost metrics on a comparable basis, as its operations may produce more than one metal.
AgEq ounces are provided for additional information purposes only.
Cash Costs per AgEq Ounce Sold and Production Cost per Tonne
Cash costs per AgEq ounce sold and production cost per tonne are non-GAAP measures used by management to monitor and evaluate operating performance at both the mine and consolidated levels, in conjunction with the most directly comparable IFRS measures where applicable.
These metrics are widely reported in the mining industry as benchmarks for cost performance. Management and investors use them to assess the Corporation’s cost structure and operating efficiency, to compare operating performance with industry peers, and to evaluate the performance of individual mining operations within the Corporation’s portfolio.
Where applicable, cost metrics are calculated in a manner consistent with the guidelines published by the World Gold Council (“WGC”).
Cash Costs per AgEq Ounce Sold
Cash costs per AgEq ounce sold are calculated by:
•Starting with cost of sales as reported in the consolidated statements of comprehensive income (IFRS measure):
•Excluding non-cash items of share-based compensation expense, depreciation and depletion included in cost of sales as these items do not reflect current period cash expenditures;
•Adding treatment, smelting and refining costs as management believes these costs provide a more comprehensive representation of total cash costs associated with production; and
•Dividing the resulting amount by the total AgEq ounces sold during the period.
Cash costs per AgEq ounce sold are intended to reflect the cash expenditures directly associated with production during the period and are used by management to evaluate the Corporation’s operating efficiency and cost performance.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 25
| | | | | | | | | | |
| | Three-month periods ended |
| | March 31, |
Zgounder Silver Mine – Morocco | | | 2026 | 2025 |
Cost of sales ("COS")12 | | | 32,917 | | 23,584 | |
Share-based compensation | | | (643) | | (305) | |
Depreciation and depletion | | | (6,889) | | (3,638) | |
Treatment, smelting and refining costs13 | | | 268 | | 453 | |
Operating cash costs (A) | | | 25,653 | | 20,094 | |
Total silver sales (oz) (B) | | | 1,375,930 | | 1,061,565 | |
Cash cost per silver ounce sold (A/B) | | | 18.64 | | 18.93 | |
| | | | | | | | | | |
| | Three-month periods ended |
| | March 31, |
Boumadine Pyrite Stockpile Project – Morocco | | | 2026 | 2025 |
Cost of sales12 | | | 598 | | - | |
Operating cash costs (D) | | | 598 | | - | |
Total silver equivalent sales (oz of AgEq) (E) | | | 50,431 | | - | |
Cash cost per AgEq ounce sold (D/E)14 | | | 11.86 | | - | |
| | | | | | | | | | |
| | Twelve-month periods ended |
| | March 31, |
Combined projects – Morocco | | | 2026 | 2025 |
Cost of sales12 | | | 33,515 | | 23,584 | |
Share-based compensation | | | (643) | | (305) | |
Depreciation and depletion | | | (6,889) | | (3,638) | |
Treatment, smelting and refining costs13 | | | 268 | | 453 | |
Operating cash costs (F) | | | 26,251 | | 20,094 | |
Total silver equivalent sales (oz of AgEq) (G) | | | 1,426,361 | | 1,061,565 | |
Cash cost per AgEq ounce sold (F/G) | | | 18.40 | | 18.93 | |
Production Cost per Tonne
Production cost per tonne is calculated by:
•Starting with cost of sales (IFRS measure), less cost of sales of Boumadine since no ore mined; and
•Dividing total production costs by the total tonnes mined during the period.
Production cost per tonne is used by management to assess processing efficiency, cost control relative to throughput levels, and overall operational performance.
12 As per note 12 of the FS for the total cost of sales.
13 As per note 11 of the FS for treatment, smelting and refining costs reported as net of sales.
14 Cash costs per AgEq ounce sold at Boumadine were negatively impacted by changes in the gold-to-silver ratio during the quarter. As commodity prices increased, the gold-to-silver ratio compressed, reducing reported AgEq ounces and increasing unit costs on an AgEq basis. The Corporation’s AgEq ounces for 2026 guidance at Boumadine are calculated using an 80:1 Au:Ag ratio and assumed commodity prices of $50.00/oz silver and $4,000/oz gold, compared to an average realized ratio of approximately 57:1 during Q1-2026. Had the 80:1 ratio been applied during Q1-2026, reported AgEq production would have been approximately 40,167 ounces higher. This had no impact on Zgounder cash costs per AgEq ounce sold, as Zgounder production is entirely comprised of silver.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 26
| | | | | | | | | | |
| | Three-month periods ended |
| | March 31, |
| | | 2026 | 2025 |
Cost of sales ("COS")15 | | | 33,515 | | 23,584 | |
Less: COS Boumadine | | | 598 | | - | |
COS Zgounder | | | 32,917 | | 23,584 | |
Ore mined (tonnes) | | | 411,766 | | 194,661 | |
Production Cost per Tonne | | | 80 | | 121 | |
Available Liquidity
Available liquidity is a non-IFRS measure used by Management to monitor its cash. Available liquidity is comprised of cash and undrawn amounts under available credit facilities. The Corporation uses available liquidity to measure the liquidity required to satisfy its lenders, fund capital expenditures and support operations. This measure does not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other companies.
| | | | | | | | |
| As at March 31, 2026 | As at December 31,2025 |
Cash | 171,670 | 136,322 |
Undrawn amount under long-term debt | - | 10,000 | |
Available liquidity | 171,670 | 146,322 | |
The Corporation is exposed to a range of risks and uncertainties inherent to its business that may significantly impact its financial and operational performance and the valuation of its common shares. These include, among others, risks related to mining operations, project development, commodity price volatility, and regulatory, geopolitical and economic conditions in the jurisdictions in which it operates.
In addition, the Corporation may be impacted by supply chain constraints and inflationary pressures affecting the cost and availability of key inputs, including fuel, energy, consumables and equipment. Such factors, which may be influenced by broader geopolitical and economic conditions, could impact the timing and cost of procurement and, in turn, the Corporation’s operations and development activities.
Management monitors these risks on an ongoing basis and implements mitigation strategies where possible; however, many of these factors are outside of the Corporation’s control.
For a comprehensive discussion of these risks and uncertainties, refer to the Corporation’s MD&A for the year ended December 31, 2025 and the Annual Information Form for the year ended December 31, 2025, available on SEDAR+, EDGAR and on the Corporation’s website at www.ayagoldsilver.com.
15 As per Note 12 of the FS for the total cost of sales.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 27
Other Financial Information
Share Purchase Options
The following table reflects the share purchase options issued and outstanding as at the date of this MD&A:
| | | | | | | | |
Expiry date | Number of options | Exercise Price |
| Number | C$ |
July 1, 2030 | 3,303,944 | 1.43 | |
March 3, 2031 | 359,667 | 4.75 | |
May 12, 2031 | 88,300 | 7.69 | |
August 23, 2034 | 4,870,000 | 15.63 | |
| November 10, 2035 | 500,000 | 14.45 | |
| 9,121,911 | |
Outstanding Share Data
| | | | | |
| Number of shares outstanding (diluted) |
| Outstanding as of May 13, 2026 | 143,349,749 |
| Shares reserved for issuance pursuant to share purchase options | 9,121,911 |
| Shares reserved for issuance pursuant to deferred share units | 434,389 |
| Shares reserved for issuance pursuant to restricted share units | 961,183 |
| Shares reserved for issuance pursuant to performance share units | 80,174 |
| 153,947,406 |
Off-Balance Sheet Arrangements
As at March 31, 2026, the Corporation had no material off-balance sheet arrangements such as contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that generate financing, liquidity, market or credit risk to the Corporation, other than commitments, contingent liabilities and interest, as disclosed in this MD&A and the FS.
Related Party Disclosures
During the three-month periods ended March 31, 2026 and 2025, the following related party transaction occurred in the normal course of operations for management and consulting fees to Groupe Conseils Grou, La Salle Inc., a company owned by the President and Chief Executive Officer, in the amount of $259 for the three-month period ended March 31, 2026 ($216 for the three-month period ended March 31, 2025). As at March 31, 2026, $127 (December 31, 2025 - $391) was due to that company.
Remuneration of Key Management Personnel of the Corporation
Key management included members of the Board of Directors and executive officers of the Corporation. During the three-month periods ended March 31, 2026 and 2025 the remuneration awarded to key management personnel (including the amounts above) was as follows:
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 28
| | | | | | | | | | |
| | Three-month periods ended |
| | March 31, |
| | | 2026 | 2025 |
| | | $ | $ |
| Salaries and benefits | | | 389 | | 350 | |
| Management consulting and professional fees | | | 369 | | 303 | |
Share-based payments* | | | 2,175 | | 3,304 | |
| | | 2,933 | | 3,957 | |
* Share-based payments represent a non-cash expense related to the vesting of equity-based awards granted to directors and executive officers, including stock options, restricted share units, performance share units and deferred share units.
Accounting Policies, Judgements and Estimates
Critical Accounting Judgements and Estimates
The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions about future events that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting year. Although these estimates are based on management’s best knowledge of the amount, events or actions, actual results may differ from these estimates.
In preparing the Corporation’s FS for the three-month periods ended March 31, 2026 and 2025, the Corporation applied the same critical accounting judgments and estimates disclosed in note 4 of its audited consolidated financial statements for the year ended December 31, 2025, except for this accounting policy that was adopted during the three-month period ended March 31, 2026:
Performance Share Units
The Corporation grants performance share units (“PSUs”) to certain officers and employees. PSUs vest over a three-year performance period based solely on the Corporation’s relative performance ranking against a defined peer group, expressed in quartiles over the performance period, with the number of shares issued ranging from 0% to 200% of the PSUs granted
The fair value of PSUs is determined at the grant date using a Monte Carlo simulation model and is recognized as share-based compensation expense over the vesting period, with a corresponding increase to contributed surplus. The grant date fair value reflects the probability-weighted outcome of the market-based performance condition. The valuation also incorporates market-based modifiers, including the impact of the Corporation’s share price performance over the performance period, where applicable. Accordingly, compensation expense is not adjusted for actual performance outcomes. The expense is adjusted only for estimated forfeitures.
Upon vesting, the amount previously recognized in contributed surplus is reclassified to share capital.
Management’s Report on Internal Controls and Financial Reporting
Disclosure Controls and Procedures
The Corporation’s board, officers and management are responsible for establishing and maintaining disclosure controls and procedures (DC&P) for the Corporation. Disclosure controls and procedures are designed to provide reasonable assurance that material information regarding our reports filed or submitted under securities legislation fairly presents the financial information of the Corporation and to ensure that required information is gathered and communicated to the Corporation’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) as is appropriate to permit timely decisions regarding public disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 29
and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Internal Controls over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) as defined in NI 52-109. A Corporation’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable generally accepted accounting principles.
A Corporation’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Corporation are being made only in accordance with authorizations of management and directors of the Corporation; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Corporation’s assets that could have a material effect on the financial statements. It should be noted that a control system, no matter how well conceived or operated, can only provide reasonable assurance, not absolute assurance, that the objectives of the control system are met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There were no changes to the Corporation’s ICFR for the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, the Corporation’s ICFR.
Additional Information and Continuous Disclosure
Additional information about the Corporation, including the FS and the AIF for the period ended March 31, 2026, is available on SEDAR+ at www.sedarplus.ca, EDGAR at www.sec.gov/edgar and on the Corporation’s website at www.ayagoldsilver.com.
David Lalonde, B. Sc, Vice-President Exploration, designated as a Qualified Person under NI 43-101 for Aya has reviewed and approved the technical content of this document.
Cautionary Note to United States Investors Concerning Estimates of Mineral Reserves and Resources
This Management’s Discussion and Analysis has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ materially from the requirements of United States securities laws applicable to U.S. companies. Information concerning our mineral properties has been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from SEC requirements applicable to domestic United States issuers. Accordingly, the disclosure in this Management’s Discussion and Analysis regarding our mineral properties is not comparable to the disclosure of United States issuers subject to the SEC’s mining disclosure requirements.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 30
Cautionary Note Regarding Forward-Looking Information
Certain statements in this MD&A referred herein as “forward-looking statements” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, contained or incorporated by reference in this MD&A, that address circumstances, events, activities or developments that could, or may occur, are forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and assumptions and accordingly, actual results could differ materially from those expressed or implied in such statements. Forward-looking statements can generally be identified with words such as “plan”, “aim” “expect”, “budget”, “strategy”, “scheduled”, “estimate”, “forecast”, “target”, “future”, “guide”, “likely”, “anticipate”, “believe”, “intend”, “intention”, “assume”, “commitment”, “potential”, “project”, “schedule”, “track”, “pursuit”, “goal”, “continue”, “ongoing” and similar expressions or statements to the effect that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.
Forward-looking statements in this MD&A include, but are not limited to, statements with respect to Aya’s future growth and growth strategy; anticipated financial and operational performance and results; business prospects and opportunities (including the timing and development of new deposits and the success of exploration activities); Aya’s guidance and corporate outlook; results of operations; Zgounder operations targets, goals and timing thereof, including addition of an extra crushing unit, timing for building phase two tailings storage facility, increase of strip ratio, and underground development acceleration; Boumadine operations targets, goals and timing thereof, including acceleration of pyrite transport; capital projects, their timing and budget; expected production, cash cost and operating costs; exploration and development budgets; Aya’s ability to sustain capital; commodity prices; steady-state production at the Zgounder Silver Mine following the ramp-up and continued optimization of mining and processing activities; Boumadine’s expected silver-equivalent ounces yield; development of the Boumadine Project; the Boumadine preliminary economic assessment; Boumadine’s feasibility study and timing thereof; Aya's exploration and development programs; the Boumadine drilling plans; the Zgounder drilling plans; Life of mine of the Corporation's mining assets; Aya’s expansion plans; mineral resource and mineral reserve estimates; Aya’s expected silver production; Aya’s estimated silver recovery; Aya’s ability to cover short-term and long-term cash requirements; Aya's belief that its current capital resources are sufficient to meet its anticipated obligations over the next 12 months; Aya’s ability to raise further equity or debt financing in the capital markets, including to fund the development of the Boumadine Project; Aya's intended use of proceeds from financings; strategic plans; market price and demand for gold and silver; government relations; preliminary results from exploration programs; Aya’s ability and commitment to conduct business in a way that safeguards public health and the environment; Aya’s ability to receive, maintain and renew licenses and permits from appropriate governmental authorities; laws and regulations, including those pertaining to environment, health and safety; exchange rates; the estimated project cash flows and economic viability of exploration and expansion projects; the potential for future resource growth supported by the continuity of high-grade mineralization beyond the current resource boundary; expected increase in the inventory of stockpile; Aya's objectives with respect to capital management; and the outcome of any ongoing litigation.
Forward-looking statements contained in this MD&A are based upon a number of factors, assumptions and information currently available to management that Aya believes to be reasonable at the time of the statements. Key assumptions upon which Aya’s forward-looking information is based include Aya’s ability to raise additional financing when needed and on reasonable terms; Aya’s ability to achieve current exploration, development and other objectives concerning Aya’s properties; Aya’s expectation that the current price and demand for gold and silver and other commodities will be sustained or will improve; Aya’s ability to obtain, maintain and renew requisite licenses, permits, and necessary governmental approvals; Aya’s ability to attract and retain key personnel; general business and economic conditions, including competitive conditions in the market in which Aya operates; Aya's capacity to complete the post-closing conditions related to its financing facilities, Aya's assumption that applicable tax rates and taxation regimes will remain substantially unchanged from current levels; and Aya's assumption that weather and environmental conditions at its operating sites will remain within ranges consistent with historical norms.
Notwithstanding the foregoing, these forward-looking statements and underlying assumptions are inherently subject to significant business, economic and competitive uncertainties and contingencies which means that actual results performance, prospects and opportunities in future periods can differ materially from those expressed or implied with such forward-looking statements. A number of factors could cause actual results, performance or achievements to differ materially from the results expressed or implied in the forward-looking statements. These factors include, without limitation, Aya’s ability to execute plans relating to its Zgounder Project and Boumadine Project, including the timing thereof; risks and hazards associated with the business of mineral exploration, development, and mining, including environmental hazards, potential unintended releases of contaminants, industrial accidents, unusual or unexpected geological or structural formations, pressures, cave-ins, and flooding; risks related to Aya’s operations in Morocco; the speculative nature of mineral exploration and development; diminishing quantities or grades of mineral reserves as properties are mined; the inability to determine, with certainty, the production of metals and cost estimates, or the prices to be received before mineral reserves or mineral resources are actually
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 31
mined; inadequate or unreliable infrastructure (such as roads, bridges, power sources and water supplies); fluctuations in forward markets for silver and other commodities (such as natural gas, fuel oil and electricity); restrictions on mining in the jurisdictions in which Aya operates; change of laws and regulations governing our operation, exploration, and development activities, including international laws and legal norms, such as those relating to Indigenous peoples and human rights; the Corporation’s ability to mitigate the risks pertaining to fund repatriation; expectations with respect to any future pandemics on our operations, and assumptions related thereto; Aya’s ability to attract and retain qualified employees and contractors; Aya’s ability to obtain, maintain and renew necessary permits and licenses; inherent risks associated with tailings facilities and heap leach operations, including failure or leakages; Aya’s growth strategy; Aya’s ability to obtain insurance; occupational health and safety risks; adverse publicity risks; third party risks; disruptions to Aya’s business operations; Aya’s reliance on technology and information systems; litigation risks; interest and exchange rates risks; tax risks; unforeseen expenses; public health crises; climate change; general economic conditions; commodity prices and exchange rate risks; gold and silver demand; volatility of share price; public company obligations; competition risk; policies and legislation; force majeure; climate risks; the effectiveness of our internal control over financial reporting; risks related to competition in the mining industry; changes in technology; and other risks described in the Corporation’s documents filed with securities regulatory authorities. Further information with respect to these and other risks can be found in the “Risks and Uncertainties” section of this MD&A, and in other filings with the securities regulatory authorities, including the “Risk Factors” set forth in the Corporation's most recent Annual Information Form, available on SEDAR+ and on EDGAR.
These factors are not intended to represent a complete list of the factors that could affect Aya. These factors should be considered carefully and prospective or existing investors should not place undue reliance on any forward-looking statements contained in them.
Forward-looking statements and other information contained herein concerning, among other things, mineral exploration and management’s general expectations concerning the mineral exploration industry, are based on estimates prepared by management using data from publicly available industry sources as well as from market research and industry analysis as well as assumptions based on data and knowledge of the industry which management believes to be reasonable, including, among other things, the ability to obtain any requisite Moroccan governmental approvals, the accuracy of mineral reserve and mineral resource estimates, silver price, exchange rates, fuel and energy costs, future economic conditions and courses of action. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While management is not aware of any misstatements regarding any industry data presented herein, mineral exploration involves risks and uncertainties, and industry data is subject to change based on various factors. Readers are cautioned that the foregoing risk factors and assumptions are not exhaustive of all risk factors and assumptions which may have been used. In addition, statements relating to “reserves” or “resources” are deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and assumptions, that the resources and reserves described can be profitably mined in the future.
All of the forward-looking statements made in this MD&A and the documents incorporated by reference herein are qualified by these cautionary statements, and other cautionary statements or factors contained herein. Although Aya believes its expectations are based upon reasonable assumptions and has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. As such, these risks are not exhaustive; however, they should be considered carefully. If any of these risks or uncertainties materialize, actual results may vary materially from those anticipated in the forward-looking statements found herein. Due to the risks, uncertainties, and assumptions inherent in forward-looking statements, readers should not place undue reliance on forward-looking statements. Forward-looking statements contained herein are presented for the purpose of assisting investors in understanding Aya’s business plans, financial performance and condition, and may not be appropriate for other purposes.
The forward-looking statements and other information contained herein are made only as of the date hereof. Aya disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
AYA GOLD & SILVER INC. / MANAGEMENT’S DISCUSSION AND ANALYSIS / Q1-2026 32
Management’s responsibilities over financial reporting
The Condensed Interim Consolidated Financial Statements of Aya Gold & Silver Inc. (the "Corporation" or "Aya") are the responsibility of the Corporation’s management. The condensed interim consolidated financial statements are prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting" of the International Financial Reporting Standards (“IFRS") as issued by the International Accounting Standards Board (“IASB”) and reflect management’s best estimates and judgment based on information currently available at the date the financial statements are available for issuance.
The Board of Directors is responsible for ensuring management fulfills its responsibilities. The Audit Committee reviews the results of the condensed interim consolidated financial statements prior to their submission to the Board of Directors for approval.
AYA GOLD & SILVER INC.
1320 Boulevard Graham, Suite 132, Mont-Royal, Quebec, Canada H3P 3C8
Email : info@ayagoldsilver.com | www.ayagoldsilver.com
Condensed Interim Consolidated Statements of Financial Position
(Expressed in thousands of US dollars - unaudited)
| | | | | | | | |
| March 31, 2026 | December 31, 2025 |
| $ | $ |
| ASSETS | | |
| Current | | |
Cash and cash equivalents (Note 16) | 171,670 | | 136,322 | |
| Trade and other receivables | 18,340 | | 33,811 | |
| Sales taxes receivable | 25,572 | | 22,864 | |
Inventories (Note 4) | 35,369 | | 34,595 | |
Deposit in trust | - | | 314 | |
| Restricted cash | - | | 1,750 | |
| Prepaid expenses and security deposits | 5,635 | | 2,794 | |
| Equity investment | 289 | | - | |
Options contracts (Note 16) | 72 | | - | |
| 256,947 | | 232,450 | |
| Non-current | | |
Restricted cash (Note 16) | 16,410 | | 16,412 | |
Non-refundable deposits to suppliers | 4,304 | | 3,390 | |
Deferred tax assets | 4,155 | | 5,187 | |
Investment in associate (Note 6) | 6,608 | | 6,969 | |
| Deferred financing fees | - | | 173 | |
Property, plant and equipment (Note 5) | 245,468 | | 251,973 | |
Exploration and evaluation assets (Note 6) | 124,495 | | 115,179 | |
| TOTAL ASSETS | 658,387 | | 631,733 | |
| LIABILITIES | | |
| Current | | |
| Accounts payable and accrued liabilities | 64,566 | | 69,407 | |
Current portion of long-term debt (Note 7) | 28,571 | | 28,571 | |
| Income tax payable | 20,296 | | 19,898 | |
Balance of purchase price payable | 1,600 | | 1,643 | |
| Current portion of lease liabilities | 535 | | 357 | |
Options contracts (Note 16) | - | | 174 | |
| 115,568 | | 120,050 | |
| Non-current | | |
Lease liabilities | 1,516 | | 1,009 | |
Long-term debt (Note 7) | 69,622 | | 83,606 | |
Asset retirement obligations | 2,965 | | 3,244 | |
| TOTAL LIABILITIES | 189,671 | | 207,909 | |
| EQUITY | | |
Share capital (Note 8) | 435,219 | | 431,426 | |
| Equity reserves | 19,409 | | 26,672 | |
| Retained earnings (deficit) | 3,711 | | (44,447) | |
| 458,339 | | 413,651 | |
Non-controlling interests | 10,377 | | 10,173 | |
| TOTAL EQUITY | 468,716 | | 423,824 | |
| TOTAL LIABILITIES AND EQUITY | 658,387 | | 631,733 | |
Contingent liability (Note 20)The accompanying notes are an integral part of these condensed interim consolidated financial statements.
On behalf of the Board,
| | | | | | | | |
| Benoit La Salle /s/ | | Yves Grou /s/ |
| President, CEO, Director | | Director |
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 1 |
Condensed Interim Consolidated Statements of Comprehensive Income
(Expressed in thousands of US dollars, except share and per share amounts - unaudited)
| | | | | | | | |
| Three-month periods ended |
| March 31, |
| 2026 | 2025 |
| $ | $ |
Revenue (Note 11) | 117,274 | | 33,831 | |
Cost of sales (Note 12)(1) | 33,515 | | 23,584 | |
| Gross profit | 83,759 | | 10,247 | |
| Expenses | | |
General and administrative expenses (Note 13)(2) | 3,483 | | 2,875 | |
General and administrative expenses – Share-based payments (Note 13)(2) | 2,691 | | 4,044 | |
| | |
| | |
| | |
| Operating income | 77,585 | | 3,328 | |
Net finance (expense) income (Note 13) | (934) | | 7,336 | |
Share of loss in associate, net of tax (Note 6) | (361) | | - | |
| | |
| Net income before income taxes | 76,290 | | 10,664 | |
Income tax expense | 27,757 | | 3,734 | |
| | |
| Net income | 48,533 | | 6,930 | |
| Net income attributable to | | |
Equity holders of Aya Gold & Silver Inc. | 48,329 | | 6,930 | |
Non-controlling interests | 204 | | - | |
| Net income | 48,533 | | 6,930 | |
| Other comprehensive (loss) income | | |
| Items that will subsequently be reclassified to net income | | |
Foreign currency translation adjustment | (9,273) | | 1,663 | |
| Net change in fair value of equity investment | (19) | | - | |
| | |
| Comprehensive income | 39,241 | | 8,593 | |
| | |
Basic income per common share (Note 18) | 0.34 | | 0.05 | |
Diluted income per common share (Note 18) | 0.33 | | 0.05 | |
Weighted average number of shares - basic (Note 18) | 143,249,902 | 131,275,425 |
Weighted average number of shares - diluted (Note 18) | 148,594,338 | 136,646,870 |
(1) Included in cost of sales is share-based payments expense of $643 during the three-month period ended March 31, 2026 ($305 during the three-month period ended March 31, 2025).
(2) For the three-month period ended March 31, 2026, general and administrative expense has been disaggregated as two separate line items, and the comparative financial information has been reclassified to conform to the current year presentation (Note 13). This reclassification has no effect on the 2025 reported net income.
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 2 |
Condensed Interim Consolidated Statements of Changes in Equity
(Expressed in thousands of US dollars - unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Share Capital | | Equity Reserves | | | |
| Number of issued and outstanding shares | Share capital | | Contributed surplus (a) | Accumulated other comprehensive (loss) income (b) | Equity Reserves | (Deficit) retained earnings attributable to equity holders of Aya Gold & Silver Inc. | Non-controlling interests | Total equity |
| | $ | | $ | $ | $ | $ | $ | $ |
Balance as at December 31, 2025 | 142,014,007 | 431,426 | | | 39,159 | | (12,487) | | 26,672 | | (44,447) | | 10,173 | | 423,824 | |
Exercise of options (Note 8) | 947,540 | 3,608 | | | (1,306) | | - | | (1,306) | | - | | - | | 2,302 | |
Share issued for vested units (Note 8) | 25,000 | 185 | | | (185) | | - | | (185) | | - | | - | | - | |
Share-based payments (Note 9) | - | - | | | 3,520 | | - | | 3,520 | | - | | - | | 3,520 | |
| Deferred tax relating to share issue costs | - | - | | | - | | - | | - | | (171) | | - | | (171) | |
| 142,986,547 | 435,219 | | | 41,188 | | (12,487) | | 28,701 | | (44,618) | | 10,173 | | 429,475 | |
| Net income | - | - | | | - | | - | | - | | 48,329 | | 204 | | 48,533 | |
| Other comprehensive loss | - | - | | | - | | (9,292) | | (9,292) | | - | | - | | (9,292) | |
| Comprehensive (loss) income | - | - | | | - | | (9,292) | | (9,292) | | 48,329 | | 204 | | 39,241 | |
Balance as at March 31, 2026 | 142,986,547 | 435,219 | | | 41,188 | | (21,779) | | 19,409 | | 3,711 | | 10,377 | | 468,716 | |
| | | | | | | | | |
Balance as at December 31, 2024 | 130,770,053 | 323,148 | | | 26,152 | | (27,092) | | (940) | | (75,732) | | 5 | | 246,481 | |
Exercise of options (Note 8) | 20,000 | 36 | | | (16) | | - | | (16) | | - | | - | | 20 | |
Share-based payments (Note 9) | - | - | | | 4,604 | | - | | 4,604 | | - | | - | | 4,604 | |
| 130,790,053 | 323,184 | | | 30,740 | | (27,092) | | 3,648 | | (75,732) | | 5 | | 251,105 | |
| Net income | - | - | | | - | | - | | - | | 6,930 | | - | | 6,930 | |
| Other comprehensive income | - | - | | | - | | 1,663 | | 1,663 | | - | | - | | 1,663 | |
| Comprehensive income | - | - | | | - | | 1,663 | | 1,663 | | 6,930 | | - | | 8,593 | |
Balance as at March 31, 2025 | 130,790,053 | 323,184 | | | 30,740 | | (25,429) | | 5,311 | | (68,802) | | 5 | | 259,698 | |
a)Contributed surplus reserve records the cumulative amounts of compensation expense recognized under IFRS 2 Share-Based Payment with respect to share purchase options granted, restricted share units, performance share units and deferred share units issued but not yet exercised.
b)Accumulated other comprehensive (loss) income reserve records the gains and losses arising from the translation of the Corporation and its subsidiaries' Financial Statements to the presentation currency.
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | |
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in thousands of US dollars - unaudited)
| | | | | | | | |
| Three-month periods ended |
| March 31, |
| 2026 | 2025 |
| Cash flows provided by (used in) | $ | $ |
| OPERATING ACTIVITIES | | |
| Net income | 48,533 | | 6,930 | |
| Adjustments for non-cash items | | |
Depreciation and depletion of property, plant and equipment (Note 12 and Note 13) | 7,006 | | 3,681 | |
Share-based payments recorded in net income (Note 9) | 3,334 | | 4,349 | |
Loss (gain) on foreign currency translation | 1,798 | | (9,305) | |
Finance costs related to long-term debt recorded in net income (Note 13) | 2,097 | | - | |
Share of loss in associate (Note 6) | 361 | | - | |
Accretion expense (Note 13) | 54 | | 42 | |
| Deferred income taxes | 811 | | 2,139 | |
Change in fair value of options contracts (Note 16) | (72) | | (24) | |
| 63,922 | | 7,812 | |
Changes in working capital items (Note 17) | 6,253 | | 114 | |
| 70,175 | | 7,926 | |
| INVESTING ACTIVITIES | | |
Net change in restricted cash (Note 7) | 1,750 | | - | |
| Deposits to suppliers for capital expenditures | (1,352) | | (1,407) | |
Additions of property, plant and equipment (Note 5 and Note 17) | (2,687) | | (6,728) | |
| Deposit in trust | 314 | | - | |
Equity investment | (289) | | - | |
Additions to exploration and evaluation assets (Note 6 and Note 17) | (14,066) | | (7,820) | |
| (16,330) | | (15,955) | |
| FINANCING ACTIVITIES | | |
Repayment of lease liabilities | (172) | | (100) | |
Repayment of debt principal (Note 7) | (14,286) | | - | |
Payment of borrowing costs on long-term debt (Note 7) | (5,077) | | (4,626) | |
Proceeds from exercise of options (Note 9) | 2,302 | | 20 | |
| (17,233) | | (4,706) | |
| | |
| Effect of exchange rate changes on cash in foreign currencies | (1,264) | | 110 | |
| | |
| Net change in cash and cash equivalents | 35,348 | | (12,625) | |
| Cash and cash equivalents, beginning of period | 136,322 | | 30,944 | |
| Cash and cash equivalents, end of period | 171,670 | | 18,319 | |
Supplemental cash flow information (Note 17)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 4 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
1. GENERAL INFORMATION
Aya Gold & Silver Inc. (“Aya” or the “Corporation”) is a Canadian-based precious metals mining corporation active across the full mining lifecycle; from discovery and development through to production. The Corporation operates in Morocco.
Aya’s flagship asset is the Zgounder Silver Mine, recognized for its rare, high-grade silver mineralization. The mine is located along the Anti-Atlas fault, one of North Africa’s most geologically rich and underexplored regions, known for hosting world-class silver, gold, and base metal deposits. Aya also owns an 85% interest in the Boumadine polymetallic project, which is currently at the exploration and evaluation stage.
Aya is incorporated under the Canada Business Corporations Act; its financial year-end is December 31, and its common shares trade on the Toronto Stock Exchange and the Nasdaq Stock Market under the symbol “AYA”.
2. BASIS OF PRESENTATION
Statement of compliance
The consolidated financial statements of the Corporation have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
The Board of Directors approved and authorized for issue these consolidated financial statements on May 13, 2026.
Basis of measurement
The consolidated financial statements have been prepared on a historical cost basis, except for:
(i)Option contracts, which are accounted for at fair value;
(ii)Share-based payment arrangements, which are measured at fair value on grant date;
(iii)Asset retirement obligations, which are measured at the discounted estimated cost of future remediation;
(iv)Lease liabilities, which are initially measured at the present value of minimum lease payments;
(v)Non-controlling interest which is initially measured at the proportionate share of the acquiree’s identifiable net assets as at the date of acquisition;
(vi)Investment in an associate: the Corporation accounts for its investment in an associate using the equity method. Under the equity method, the Corporation’s investment in associate is initially recognized at cost and subsequently increased or decreased to recognize the Corporation's share of net income/loss and other comprehensive income/loss of the investee, after any adjustments necessary to give effect to uniform accounting policies, any other movement in the investee's reserves, and for impairment losses after the initial recognition date. The Corporation's share of earnings or losses of its investee is recognized in the Corporation’s statement comprehensive income during the year; and
(vii)Equity investment, which is measured at fair value using quoted market prices in active markets and the changes in fair value are accounted for in other comprehensive income pursuant to an election made by the Company for an equity investment that is not held for trading purposes.
3. MATERIAL ACCOUNTING POLICIES, ESTIMATES AND JUDGEMENTS
Consolidation, functional and presentation currency
The functional currency of Aya is the Canadian dollar. The functional currency of the Corporation and its subsidiaries have remained unchanged during the reporting year. The Corporation’s presentation currency is the US dollar.
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 5 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
3. MATERIAL ACCOUNTING POLICIES, ESTIMATES AND JUDGEMENTS (continued)
Material accounting policies
These condensed interim consolidated financial statements have been prepared following the same accounting policies and methods of computation as the audited annual consolidated financial statements for the year ended December 31, 2025 except for this accounting policy that was adopted during the period ended March 31, 2026.
Performance share units
The Corporation grants performance share units (“PSUs”) to certain officers and employees. PSUs vest over a three-year performance period based solely on the Corporation’s relative performance ranking against a defined peer group, expressed in quartiles over the performance period, with the number of shares issued ranging from 0% to 200% of the PSUs granted.
The fair value of PSUs is determined at the grant date using a Monte Carlo simulation model and is recognized as share-based compensation expense over the vesting period, with a corresponding increase to contributed surplus. The grant date fair value reflects the probability-weighted outcome of the market-based performance condition. The valuation also incorporates market-based modifiers, including the impact of the Corporation’s share price performance over the performance period, where applicable. Accordingly, compensation expense is not adjusted for actual performance outcomes. The expense is adjusted only for estimated forfeitures.
Upon vesting, the amount previously recognized in contributed surplus is reclassified to share capital.
4. INVENTORIES
| | | | | | | | |
| March 31, 2026 | December 31, 2025 |
| $ | $ |
| Mining supplies | 19,558 | | 20,549 | |
| Silver ingots | 1,777 | | 3,809 | |
| Silver & gold concentrate | 412 | | 93 | |
| Silver in circuit | 1,081 | | 700 | |
| Ore stockpile | 12,541 | | 9,444 | |
| 35,369 | | 34,595 | |
For the three-month period ended March 31, 2026, the Corporation recognized $28,037 ($21,767 for the three-month period ended March 31, 2025) of inventory costs in cost of sales.
5. PROPERTY, PLANT AND EQUIPMENT
The majority of properties, plant and equipment are located in Morocco and are related to the Zgounder mine. As at March 31, 2026, the Corporation determined that there were no material events or changes in circumstances indicating that the carrying amount of property, plant and equipment may not be recoverable.
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 6 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
5. PROPERTY, PLANT AND EQUIPMENT (continued)
| | | | | | | | | | | | | | | | | |
| Mining equipment | Mining assets in production | Assets under construction | Right-of-use assets | Total |
| $ | $ | $ | $ | $ |
| Cost | | | | | |
| As at January 1, 2025 | 10,859 | | 223,816 | | 15,838 | | 1,674 | | 252,187 | |
| Additions | 483 | | 12,244 | | 11,081 | | 195 | | 24,003 | |
Transfers | 473 | | 17,616 | | (18,089) | | - | | - | |
Liquidated damages related to mine expansion (Note 20) | - | | (7,219) | | - | | - | | (7,219) | |
| Asset retirement obligation | - | | 131 | | - | | - | | 131 | |
| Foreign exchange | 1,190 | | 24,735 | | 1,178 | | 136 | | 27,239 | |
As at December 31, 2025 | 13,005 | | 271,323 | | 10,008 | | 2,005 | | 296,341 | |
| Additions | 59 | | 1,371 | | 5,077 | | 873 | | 7,380 | |
| Transfers | 56 | | 9,091 | | (9,147) | | - | | - | |
| Disposals | - | | (990) | | - | | - | | (990) | |
Asset retirement obligation | - | | (254) | | - | | - | | (254) | |
| Foreign exchange | (338) | | (7,174) | | (196) | | (67) | | (7,775) | |
As at March 31, 2026 | 12,782 | | 273,367 | | 5,742 | | 2,811 | | 294,702 | |
| | | | | |
| Accumulated depreciation | | | | | |
| As at January 1, 2025 | 3,072 | | 17,400 | | - | | 510 | | 20,982 | |
| Depreciation | 1,585 | | 18,888 | | - | | 358 | | 20,831 | |
| Foreign exchange | 359 | | 2,140 | | - | | 56 | | 2,555 | |
| As at December 31, 2025 | 5,016 | | 38,428 | | - | | 924 | | 44,368 | |
| Depreciation | 357 | | 6,583 | | - | | 148 | | 7,088 | |
| Disposals | - | | (990) | | - | | - | | (990) | |
| Foreign exchange | (136) | | (1,071) | | - | | (25) | | (1,232) | |
As at March 31, 2026 | 5,237 | | 42,950 | | - | | 1,047 | | 49,234 | |
| Carrying amounts | | | | | |
At December 31, 2025 | 7,989 | | 232,895 | | 10,008 | | 1,081 | | 251,973 | |
At March 31, 2026 | 7,545 | | 230,417 | | 5,742 | | 1,764 | | 245,468 | |
Assets under construction at March 31, 2026 are located in Morocco and represent expenditures for the construction and development of assets which the Corporation expects to put into production by the end of 2026.
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 7 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
6. EXPLORATION AND EVALUATION ASSETS AND INVESTMENT
During the three-month periods ended March 31, 2026 and 2025, changes in exploration and evaluation assets were as follows:
| | | | | | | | |
| March 31, 2026 | December 31, 2025 |
| $ | $ |
| Rights on mining properties | | |
| Balance, beginning of the period | 6,792 | | 5,554 | |
| Additions | - | | 715 | |
Foreign exchange | (180) | | 523 | |
| Balance, end of the period | 6,612 | | 6,792 | |
| | |
| Deferred exploration and evaluation expenses | | |
| Balance, beginning of the period | 108,387 | | 62,350 | |
| Impairment recovery | - | | 3,987 | |
| Disposal of exploration and evaluation asset | - | | (5,517) | |
| Additions: | | |
Drilling, sampling, geology, and others | 12,054 | | 39,816 | |
Borrowing costs | 370 | | 699 | |
| Foreign exchange | (2,928) | | 7,052 | |
| Balance, end of the period | 117,883 | | 108,387 | |
| | |
| Total | 124,495 | | 115,179 | |
All exploration and evaluation assets are located in Morocco and relate to the Boumadine, Imiter Bis, Azegour, Tirzzit, and Zgounder Regional projects. The following schedule represents the Corporation’s exploration and evaluation expenses:
| | | | | | | | | | | | | | | | | |
| March 31, 2026 |
| Boumadine | Zgounder Regional | Tirzzit | Others | Total |
| $ | $ | $ | $ | $ |
| Opening Balance | 99,154 | | 9,782 | | 4,744 | | 1,499 | | 115,179 | |
| Drilling, sampling, geology, and others | 11,842 | | 212 | | - | | - | | 12,054 | |
Borrowing costs | 370 | | - | | - | | - | | 370 | |
| Foreign exchange | (2,731) | | (249) | | (89) | | (39) | | (3,108) | |
| Closing Balance | 108,635 | | 9,745 | | 4,655 | | 1,460 | | 124,495 | |
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 8 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
6. EXPLORATION AND EVALUATION ASSETS AND INVESTMENT (continued)
| | | | | | | | | | | | | | | | | | | | |
| December 31, 2025 |
| Boumadine | Zgounder Regional | Tirzzit | Amizmiz | Others | Total |
| $ | $ | $ | $ | $ | $ |
| Opening Balance | 53,721 | | 6,991 | | 4,845 | | 990 | | 1,357 | | 67,904 | |
| Additions to mining rights | 715 | | - | | - | | - | | - | | 715 | |
| Drilling, sampling, geology, and others | 37,687 | | 2,032 | | - | | 97 | | - | | 39,816 | |
| Borrowing costs | 699 | | - | | - | | - | | - | | 699 | |
| Impairment (loss) recovery on exploration and evaluation assets | - | | - | | (395) | | 4,382 | | - | | 3,987 | |
| Disposal of exploration and evaluation assets | - | | - | | - | | (5,517) | | - | | (5,517) | |
| Foreign exchange | 6,332 | | 759 | | 294 | | 48 | | 142 | | 7,575 | |
| Closing Balance | 99,154 | | 9,782 | | 4,744 | | - | | 1,499 | | 115,179 | |
Deconsolidation of Amizmiz project in Mx2 Maroc SARLAU, and investment in associate
Effective April 15, 2025, the Corporation transferred its rights to the Amizmiz gold project by selling Amizmiz International Holding and Mx2 Maroc SARLAU, wholly owned subsidiaries of the Corporation to Mx2 Mining Inc. ("Mx2"). As consideration for the transaction, the Corporation received 20,000,000 shares of Mx2 priced at C$0.50 per share for a total of C$10,000 ($7,210).
In conjunction with the transaction, Mx2 also completed a brokered private placement for gross proceeds of C$16,000 priced at C$0.50 per unit of which the Corporation participated for C$1,000 ($721) and obtained 2,000,000 shares of Mx2.
As a result, the Corporation holds 22,000,000 common shares of Mx2's outstanding 52,000,001 shares, an interest of 42.3% in Mx2. Management determined it has significant influence but not control over Mx2 and began to account for the investment using the equity method from the date of the transaction.
The Corporation derecognized the net assets of $1,000 in Amizmiz International Holding and Mx2 Maroc SARLAU from its consolidated statement of financial position at the date of the transaction, which was comprised of the following table:
| | | | | |
| $ |
| Current assets | |
| Prepaid expenses and security deposits | 9 | |
| Sales taxes receivable | 4 | |
| Non-current assets | |
| Exploration and evaluation assets | 1,135 | |
| Current Liabilities | |
| Accounts payable and accrued liabilities | (148) | |
| Total net assets | 1,000 | |
The Corporation recognized the equity interest received in Mx2 for the net assets sold at fair value, recording it as an investment in an associate at $7,210 as of the transaction date, April 15, 2025. Consequently, the fair value exceeded the carrying amount of the project thereby resulting in a gain on the disposition of the Amizmiz project.
However, in 2014, the Corporation fully impaired the Amizmiz project and an impairment loss of $4,382 (C$6,077) was recorded in the consolidated statement of comprehensive loss at that time. As a result of the sale in 2025, the Corporation reversed this impairment loss recorded from 2014 and recorded a net gain on sale of Amizmiz project of $1,828. The following table details the gain on sale:
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 9 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
6. EXPLORATION AND EVALUATION ASSETS AND INVESTMENT (continued)
| | | | | |
| $ |
| Fair value of consideration received | 7,210 | |
| Carrying amount of consolidated Amizmiz International Holding entity | (1,000) | |
| Recovery of impairment on Amizmiz project | (4,382) | |
| Gain on sale of Amizmiz project | 1,828 | |
Investment in associate:
| | | | | |
| $ |
| Balance as of December 31, 2025 | 6,969 | |
| Share of loss in associate for the period | (361) | |
Balance as at March 31, 2026 | 6,608 | |
Presented below is the summarized financial information pertaining to the investment in the associate, reflecting 100% of the relevant figures of the underlying associate. In addition, the Corporation’s proportional share of these figures, corresponding to its ownership interest in Mx2, is also disclosed.
| | | | | |
| $ |
| Non-current assets | 7,945 | |
| Current assets | 7,720 | |
| Non-current liabilities | (130) | |
| Current liabilities | (290) | |
Net assets as at March 31, 2026 | 15,245 | |
| Share of net assets before adjustments - 42.3% | 6,449 | |
| Adjustments of net assets related to accounting policy adjustments | 116 | |
| Carrying amount of the investments | 6,565 | |
| |
Net loss for the three-month period ended March 31, 2026 - 100% | (1,127) | |
| Share of loss in associate before adjustments - 42.3% | (477) | |
| Adjustments of net loss related to accounting policy adjustments | 116 | |
| Net loss from investment in associate | (361) | |
| Comprehensive loss from investment in associate | (361) | |
7. LONG-TERM DEBT
European Bank for Reconstruction and Development loan - Zgounder Expansion
On January 19, 2023, the Corporation entered into a credit agreement for a secured project financing facility with the European Bank for Reconstruction and Development (“EBRD”) (the “Facility”) to provide financing for the Zgounder expansion of up to $100,000.
The loan consists of a $92,000 loan provided by the EBRD (“EBRD Tranche”) and an $8,000 tranche (pari-passu with the EBRD) by the Climate Investment Funds (“CTF”) (“CTF Tranche”), managed by the EBRD. Amounts borrowed under the loan incur interest at a rate of SOFR plus 5% for the EBRD Tranche and 1% for the CTF Tranche. Payments are made bi-annually in January 19 and July 19. The loan's first principal payment was paid during the three-month period ended March 31, 2026.
All debt under the loan are guaranteed by the Corporation and its subsidiaries and secured by the assets of the Corporation and pledges of the securities of the Corporation's subsidiary, ZMSM. The loan is subject to adherence to debt covenants. As at March 31, 2026, ZMSM was in compliance with its financial covenants.
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 10 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
7. LONG-TERM DEBT (continued)
As at March 31, 2026, the expansion has reached financial completion, as defined in the Facility, and therefore the cost overrun account was liberated and replaced with a Debt Service Reserve Account (“DSRA”) and a fixed amount of $16,250 for the duration of the loan, continues to be classified as restricted cash.
European Bank for Reconstruction and Development loan - Boumadine project
On June 23, 2025, the Corporation entered into another separate credit agreement for a corporate financing facility with EBRD for up to $25,000 to fund the exploration and development activities at the Boumadine project. Amounts borrowed under the loan incur interest at a rate of SOFR plus 5% per annum, with interest payable semi-annually on January 19 and July 19. The loan is repayable in full on the second anniversary of the agreement date (June 23, 2027). The debt is unsecured as at March 31, 2026. The loan is subject to adherence to debt covenants under certain conditions. As at March 31, 2026, the financial covenants do not apply as they become effective from the earlier of the date on which EBRD ceases to be a lender under the Zgounder expansion debt or the date on which all amounts outstanding under that facility are fully repaid and discharged. Both have not occurred at quarter-end.
Subsequent to quarter end, the remaining portion of $10,000 was cancelled and is no longer available for drawdown. As a result, deferred financing fees previously recorded on the statement of financial position in respect of the undrawn portion were expensed during the three-month period ended March 31, 2026.
Both long-term debts have been recorded at amortized cost, net of transaction costs, and will be accreted to face value over the life of the long-term debt using the effective interest rate method.
| | | | | | | | |
| March 31, 2026 | December 31, 2025 |
| $ | $ |
| Balance, beginning of the period | 116,708 | | 99,928 | |
| Drawdown in cash | - | | 15,000 | |
Repayment of debt principal | (14,286) | | - | |
Payments of interest and fees | (5,077) | | (9,002) | |
| Interest expense | 2,467 | | 10,990 | |
| Transaction costs | - | | (208) | |
| Balance, end of the period | 99,812 | | 116,708 | |
| Current portion of long-term debt | (28,571) | | (28,571) | |
Interest payable and commitment charges, presented in accounts payable and accrued liabilities | (1,619) | | (4,531) | |
| Long-term debt | 69,622 | | 83,606 | |
The contractual repayments of principal related to the long-term debt for the forthcoming years:
| | | | | | | | | | | | | | | | | | | | |
| Carrying Amount | Contractual cash flows | 2026 | 2027 | 2028 | 2029 |
| $ | $ | $ | $ | $ | $ |
| Long-term debt (excluding interest) | 98,193 | | 100,714 | | 14,285 | | 43,571 | | 28,571 | | 14,287 | |
8. SHARE CAPITAL
Authorized
Unlimited number of common shares without par value.
Common Shares
As at March 31, 2026, the Corporation had 142,986,547 issued and outstanding common shares (December 31, 2025 - 142,014,007).
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 11 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
8. SHARE CAPITAL (continued)
Transactions during the three-month period ended March 31, 2026:
•A total of 817,540 (of which 717,540 by directors and officers of the Corporation) share purchase options were exercised for a strike price of C$1.43 for total proceeds of C$1,169 ($841) and ascribed value reclassification of C$961 ($691) from contributed surplus to share capital.
•A total of 130,000 share purchase options were exercised for a strike price of C$15.63 for total proceeds of C$2,032 ($1,461) and ascribed value reclassification of C$853 ($615) from contributed surplus to share capital.
•A total of 15,000 common shares were issued upon vesting of restricted share units during the period at an issued average price of C$10.17 for an ascribed value reclassification of C$153 ($112) from contributed surplus to share capital.
•A total of 10,000 common shares were issued upon vesting of deferred share units during the period at an issued price of C$10.00 for an ascribed value reclassification of C$100 ($73) from contributed surplus to share capital.
During the period in which the options were exercised, the Corporation’s share price was C$22.85 ($16.43).
Transactions during the three-month period ended March 31, 2025:
•A total of 20,000 share purchase options were exercised for a strike price of C$1.43 for total proceeds of C$29 ($20) and ascribed value reclassification of C$23 ($16) from contributed surplus to share capital.
During the period in which the options were exercised, the Corporation’s share price was C$11.74 ($8.14).
9. SHARE-BASED PAYMENTS
Share purchase options
The Corporation’s incentive share purchase option plan (the “Plan”) which provides that the Board of Directors of the Corporation may, from time to time, in its discretion, and in accordance with the TSX policies, grant to directors, officers, employees and consultants to the Corporation, non-transferable share purchase options to purchase common shares of the Corporation, provided that the number of common shares issuable under the Plan, combined with the number of common shares issuable under all share compensation arrangements, shall not exceed 10% of the outstanding common shares as at the date of any grant of options. The vesting period for the share purchase options is determined at the discretion of the Corporation’s Board of Directors at the time the share purchase options are granted. The stock options granted prior to 2024 vested on an annual pro-rata basis over two years with one-third vesting on the date of grant. The stock options granted in 2024 and 2025 vest on an annual pro-rata basis evenly over three years for which accelerated compensation expense is recorded to reflect the service period of each tranche of the award.
The outstanding share purchase options and their exercise price in Canadian dollars as at March 31, 2026 and as at December 31, 2025 are summarized as follows:
| | | | | | | | | | | | | | |
| Three-month period ended | Year ended |
| March 31, 2026 | December 31, 2025 |
| Number | C$ (1) | Number | C$ (1) |
| Balance, beginning of the period | 10,069,451 | 9.30 | | 9,589,451 | 9.02 | |
| Granted | - | - | 500,000 | 14.45 |
| Exercised | (947,540) | 3.38 | | (20,000) | 1.43 | |
| Balance, end of the period | 9,121,911 | 9.92 | | 10,069,451 | 9.30 | |
| Exercisable | 5,288,578 | 5.89 | | 6,236,118 | 5.51 | |
(1)Weighted average exercise price in Canadian dollars.
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 12 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
9. SHARE-BASED PAYMENTS (continued)
The following table reflects the share purchase options that could be exercisable for an equal number of common shares:
| | | | | | | | | | | |
| March 31, 2026 |
| Expiry Date | Number outstanding | Number exercisable | Exercise price C$ |
| July 1, 2030 | 3,303,944 | 3,303,944 | 1.43 | |
| March 3, 2031 | 359,667 | 359,667 | 4.75 | |
| May 12, 2031 | 88,300 | 88,300 | 7.69 | |
| August 23, 2034 | 4,870,000 | 1,536,667 | 15.63 | |
| November 10, 2035 | 500,000 | - | 14.45 | |
| 9,121,911 | 5,288,578 | |
| | | |
| December 31, 2025 |
| Expiry Date | Number outstanding | Number exercisable | Exercise price C$ |
| July 1, 2030 | 4,121,484 | 4,121,484 | 1.43 | |
| March 3, 2031 | 359,667 | 359,667 | 4.75 | |
| May 12, 2031 | 88,300 | 88,300 | 7.69 | |
| August 23, 2034 | 5,000,000 | 1,666,667 | 15.63 | |
| November 10, 2035 | 500,000 | - | 14.45 |
| 10,069,451 | 6,236,118 | |
Share-based payments of $2,114 were recognized during the three-month period ended March 31, 2026 ($3,447 during the three-month period ended March 31, 2025) included in the following line items:
| | | | | | | | |
| Three-month periods ended |
| March 31, |
| 2026 | 2025 |
| $ | $ |
| General and administrative expenses | 1,496 | | 3,055 | |
| Cost of sales | 495 | | 189 | |
| Property, plant and equipment | - | | 57 | |
| Exploration and evaluation assets | 123 | | 146 | |
| 2,114 | | 3,447 | |
Restricted share units
The RSU Plan provides for a maximum number of common shares available combined with the number of common shares issuable under all share compensation arrangements, shall not exceed 10% of the Corporation’s issued and outstanding common shares. The RSUs are time-based awards and all the amount of RSUs granted will vest upon the continuous employment of the Participants on the third anniversaries of the RSU grant, starting from the date of the grant or such other period not exceeding three years determined by the Board of Directors.
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 13 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
9. SHARE-BASED PAYMENTS (continued)
The outstanding RSUs as at March 31, 2026 and as at December 31, 2025 are as follows:
| | | | | | | | | | | | | | |
| Three-month period ended | Year ended |
| March 31, 2026 | December 31, 2025 |
| Number | C$(2) | Number | C$(2) |
| Balance, beginning of the period | 1,186,870 | 10.76 | | 1,120,750 | 9.97 | |
| Granted | 153,496 | 22.42 | | 413,210 | 11.47 | |
| Settled | (15,000) | 10.17 | | (324,202) | 8.96 | |
| Forfeited | (981) | 22.95 | | (22,888) | 10.63 | |
| Balance, end of the period | 1,324,385 | 12.10 | | 1,186,870 | 10.76 | |
| Vested | - | - | | - | - | |
(2)Weighted average fair value in Canadian dollars at grant date.
Share-based payments of $980 were recognized during the three-month period ended March 31, 2026, ($884 during the three-month period ended March 31, 2025) as included in the following line items:
| | | | | | | | |
| Three-month periods ended |
| March 31, |
| 2026 | 2025 |
| $ | $ |
| General and administrative expenses | 772 | | 716 | |
| Cost of sales | 135 | | 116 | |
| Property, plant and equipment | - | | 11 | |
| Exploration and evaluation assets | 73 | | 41 | |
| 980 | | 884 | |
Performance share units
During the three-month period ended March 31, 2026 the Corporation began issuing PSUs designed for the benefit of certain officers and employees. PSUs are issued within the RSU Plan. Eligible participants are entitled to receive shares contingent upon the attainment of specified performance criteria over a vesting period determined by the Board of Directors. The number of shares receivable shall be 0% to 200% of the PSUs awarded. The determination of the final number of shares is subject to the relative performance of the Corporation’s share price against that of the selected peers, as established by the relevant performance criteria. The applicable multiplier is determined by the degree to which the established performance objectives have been fulfilled.
PSU grants, when vested, can be settled in cash or common shares at the Corporation's sole discretion. The PSUs are accounted for as equity settled instruments as the Company does not expect any cash settlements.
During the three-month period ended March 31, 2026, the Corporation granted 80,174 PSUs at C$22.95 to officers and employees. The fair value was determined to be $2,613 by using a risk-neutral Monte Carlo simulation based on a correlation to the designated peers. The model used historical share price volatility ranging from 33% to 81% for the group, and a Canadian risk-free annual interest rate of 2.85%. The fair value is being recognized over the vesting period.
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 14 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
9. SHARE-BASED PAYMENTS (continued)
The outstanding PSUs as at March 31, 2026 and as at December 31, 2025 are as follows:
| | | | | | | | | | | | | | |
| Three-month period ended | Year ended |
| March 31, 2026 | December 31, 2025 |
| Number | C$(3) | Number | C$(3) |
| Balance, beginning of the period | - | - | | - | - | |
| Granted | 80,174 | 22.95 | | - | - | |
| | | | |
| | | | |
| Balance, end of the period | 80,174 | 22.95 | | - | - | |
| Vested | - | - | | - | - | |
(3) Weighted average fair value in Canadian dollars at grant date.
| | | | | |
| January 20, 2026 |
| |
| Awards Granted | 80,174 |
| Weighted average fair value of awards | 32.59 C$ |
| Grant Price | 22.95 C$ |
| Volatility | 33.2% - 80.9% |
| Risk Free Rate | 2.85% |
| Dividend Yield | 0% |
| Expected Life | 3 years |
Share-based payments of $159 were recognized during the three-month period ended March 31, 2026, ($nil during the three-month period ended March 31, 2025) as included in the following line items:
| | | | | | | | |
| Three-month periods ended |
| March 31, |
| 2026 | 2025 |
| $ | $ |
| General and administrative expenses | 139 | | - | |
| Cost of sales | 13 | | - | |
| Exploration and evaluation assets | 7 | | - | |
| 159 | | - | |
Deferred share units
The DSU Plan provides for a maximum number of common shares available and reserved for issuance to 10% of the Corporation’s issued and outstanding common shares. All the amount of DSUs granted will be settled on termination of service.
Pursuant to the terms of the DSU Plan, Directors will receive, on the second December after the termination date, common shares of the Corporation issued from treasury. The outstanding DSU’s as at March 31, 2026 and as at December 31, 2025 are as follows:
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 15 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
9. SHARE-BASED PAYMENTS (continued)
| | | | | | | | | | | | | | |
| Three-month period ended | Year ended |
| March 31, 2026 | December 31, 2025 |
| Number | C$(4) | Number | C$(4) |
| Balance, beginning of the period | 424,597 | 10.78 | | 457,124 | 9.85 | |
| Granted | 19,792 | 18.47 | | 99,430 | 13.98 | |
| Settled | (10,000) | 10.00 | | (131,957) | 9.97 | |
| Balance, end of the period | 434,389 | 11.15 | | 424,597 | 10.78 | |
| Exercisable | - | - | | - | - | |
(4) Weighted average fair value in Canadian dollars at grant date.
Share-based payments of $284 were recognized in general and administrative expenses during the three-month period ended March 31, 2026, ($273 during the three-month period ended March 31, 2025).
10. SEGMENTED INFORMATION
All of the Corporation’s operations are within the mining industry and its major products are precious metals ingots and concentrate which are refined or smelted into pure silver and sold to global metal brokers. An operating segment is defined as a component of the Corporation that:
•Engages in business activities from which it may earn revenues and incur expenses;
•Whose operating results are reviewed regularly by the entity’s executive management; and
•For which discrete financial information is available.
For the three-month periods ended March 31, 2026 and 2025, the Corporation's operating segments include the production segment, with its Zgounder silver project in Morocco. In 2025, the Corporation started the reclaiming and sale of its historical pyrite stockpile at Boumadine which represents a separate segment in 2025. All other properties are in the "non-producing properties" segment (i.e. referred to as Exploration, evaluation and development segment) for the three-month periods ended March 31, 2026 and 2025. Corporate consists primarily of the Corporation’s corporate assets including cash and corporate expenses which are not allocated to operating segments.
Management evaluates segment performance based on segment operating income. Therefore, finance income and expense items and income taxes are not allocated to the segments. Significant information relating to the Corporation’s operating segments is summarized in the tables below.
| | | | | | | | | | | |
| March 31, 2026 |
| Total non-current assets | Total assets | Total liabilities |
| $ | $ | $ |
| Production - Zgounder | 254,642 | | 421,275 | | 162,825 | |
| Exploration, evaluation and development - Boumadine | 109,047 | | 117,143 | | 24,693 | |
| Exploration, evaluation and development - Others | 15,875 | | 15,910 | | 375 | |
| Corporate | 21,876 | | 104,059 | | 1,778 | |
| Total per consolidated statement of financial position | 401,440 | | 658,387 | | 189,671 | |
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 16 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
10. SEGMENTED INFORMATION (continued)
| | | | | | | | | | | |
| December 31, 2025 |
| Total non-current assets | Total assets | Total liabilities |
| $ | $ | $ |
| Production - Zgounder | 257,333 | | 386,910 | | 178,390 | |
| Exploration, evaluation and development - Boumadine | 99,692 | | 102,123 | | 23,464 | |
| Exploration, evaluation and development - Others | 16,042 | | 16,047 | | 2,165 | |
| Corporate | 26,216 | | 126,653 | | 3,890 | |
| Total per consolidated statement of financial position | 399,283 | | 631,733 | | 207,909 | |
As at March 31, 2026, all production and exploration, evaluation and development segments are located in Morocco. Corporate is based in Canada.
| | | | | | | | | | | | | | | | | |
| Three-month periods ended March 31, 2026 and 2025 | | Revenue | Cost of sales | G&A expenses | Operating income (loss) |
| | $ | $ | $ | $ |
Production - Zgounder | 2026 | 114,774 | | 32,917 | | 903 | | 80,954 | |
| 2025 | 33,831 | | 23,584 | | 766 | | 9,481 | |
| Exploration - Boumadine | 2026 | 2,500 | | 598 | | 24 | | 1,878 | |
| 2025 | - | | - | | - | | - | |
| Exploration - Others | 2026 | - | | - | | - | | - | |
| 2025 | - | | - | | 50 | | (50) | |
| Corporate unallocated costs | 2026 | - | | - | | 5,247 | | (5,247) | |
| 2025 | - | | - | | 6,103 | | (6,103) | |
| Consolidated | 2026 | 117,274 | | 33,515 | | 6,174 | | 77,585 | |
| 2025 | 33,831 | | 23,584 | | 6,919 | | 3,328 | |
Corporate is mainly unallocated items from the Corporation's head office that comprises of corporate assets (mainly cash and restricted cash), liabilities and expenses for the three-month periods ended March 31, 2026 and 2025.
11. ADDITIONAL INFORMATION ON THE NATURE OF REVENUE
The following is a breakdown of the nature of revenue included in sales for the three-month periods ended March 31, 2026 and 2025. | | | | | | | | |
| Three-month periods ended |
| March 31, |
| 2026 | 2025 |
| $ | $ |
| Silver ingots | 115,042 | | 28,874 | |
| Silver concentrate | - | | 5,410 | |
| Pyrite concentrate | 2,500 | | - | |
Gross revenue from precious metals | 117,542 | | 34,284 | |
| Less: treatment, smelting, and refining costs | (268) | | (453) | |
| 117,274 | | 33,831 | |
The Corporation’s sales are with three clients (2025 – three clients) located in Switzerland.
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 17 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
12. ADDITIONAL INFORMATION ON THE NATURE OF COST OF SALES
The following is a breakdown of the nature of cost of sales for the three-month periods ended March 31, 2026 and 2025.
| | | | | | | | |
| Three-month periods ended |
| March 31, |
| 2026 | 2025 |
| $ | $ |
| Production costs | 21,606 | | 18,354 | |
Share-based payments (Note 9) | 643 | | 305 | |
| Freight outbound | 881 | | 272 | |
| Royalties | 3,496 | | 1,015 | |
| Depreciation and depletion | 6,889 | | 3,638 | |
| 33,515 | | 23,584 | |
13. ADDITIONAL INFORMATION ON THE NATURE OF COMPREHENSIVE INCOME COMPONENTS
The following is a breakdown of the nature of expenses included in general and administrative expenses and finance expense for the three-month periods ended March 31, 2026 and 2025.
| | | | | | | | |
| Three-month periods ended |
| March 31, |
General and administrative expenses | 2026 | 2025 |
| $ | $ |
| Salaries and benefits | 1,521 | | 1,123 | |
| Consulting fees | 692 | | 574 | |
Investor relations | 380 | | 277 | |
Depreciation | 117 | | 43 | |
Office | 355 | | 289 | |
Professional fees | 352 | | 559 | |
Reporting issuer costs | 66 | | 10 | |
| General and administrative expenses | 3,483 | | 2,875 | |
General and administrative expenses - Share-based payments (Note 9) | 2,691 | | 4,044 | |
| 6,174 | | 6,919 | |
| | | | | | | | |
| Three-month periods ended |
| March 31, |
Finance (expense) income | 2026 | 2025 |
| $ | $ |
| Change in fair value of options contracts | 72 | | 24 | |
Finance costs on long-term debt | (2,097) | | (2,714) | |
| Interest income | 1,137 | | 508 | |
| Gain on foreign exchange | 8 | | 9,560 | |
| Accretion expense | (54) | | (42) | |
| (934) | | 7,336 | |
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 18 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
13. ADDITIONAL INFORMATION ON THE NATURE OF COMPREHENSIVE INCOME COMPONENTS (continued)
| | | | | | | | |
| Three-month periods ended |
| March 31, |
Expenses recognized for employee benefits (including capitalized amounts) | 2026 | 2025 |
| $ | $ |
Salaries and fringe benefits | 6,468 | | 4,527 | |
Share-based payments (Note 9) | 3,253 | | 4,331 | |
| 9,721 | | 8,858 | |
14. CAPITAL MANAGEMENT
The Corporation defines capital as long-term debt and total equity. When managing capital, the Corporation’s objectives are to:
•Ensure sufficient liquidity to pursue its strategy of organic growth combined with strategic acquisitions;
•Ensure the externally imposed capital requirements relating to debt obligations are being met;
•Increase the value of the Corporation’s assets; and
•Achieve optimal returns to shareholders.
These objectives are achieved by operating its assets efficiently, identifying the right exploration and evaluation projects, adding value to these projects, and ultimately taking them to production or obtaining sufficient proceeds from their disposal. Management adjusts the capital structure as necessary to support the acquisition, exploration and evaluation and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Corporation’s management team to sustain the future development of the business. As at March 31, 2026, managed capital is $556,532 (December 31, 2025 - $525,828) representing long-term debt and total equity before non-controlling interest. To facilitate the management of its capital requirements, the Corporation prepares long-term cash flow projections that consider various factors, including successful capital deployment, general industry conditions and economic factors. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Corporation, is reasonable. There have been no changes in the Corporation’s capital management approach during the period.
| | | | | | | | |
| March 31, | December 31 |
| 2026 | 2025 |
| $ | $ |
| Long-term debt (including current portion) | 98,193 | | 112,177 | |
| Total equity before non-controlling interest | 458,339 | | 413,651 | |
| 556,532 | | 525,828 | |
15. FINANCIAL RISK MANAGEMENT
The Corporation is exposed to various financial risks resulting from both its operations and its investment activities. There were no changes to the financial objectives, policies and processes during the three-month periods ended March 31, 2026 and 2025. The Corporation’s main financial risks exposure and its financial risks management policies are as follows:
Credit risk
Credit risk refers to the risk of an unexpected loss if a party to a financial instrument fails to meet its contractual obligations. The Corporation’s financial assets exposed to credit risk are primarily composed of cash and cash equivalents, trade and other receivables and restricted cash. The Corporation’s cash, cash equivalents and restricted cash are mostly held with reputable Canadian or Moroccan banks.
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 19 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
15. FINANCIAL RISK MANAGEMENT (continued)
Credit risk arises from the possibility that its customers may experience financial difficulties and be unable to fulfil their obligations. The Corporation has a high degree of customer concentration, with more than 95% of its silver and gold ore sales made to a single client. As a result, in the event that this counterparty becomes insolvent or otherwise unable to meet its payment obligations, the Corporation’s revenues and cash flows could be materially adversely affected. Given the substantial value associated with each delivery, any delay in payment or default could have a significant financial impact, and the Corporation may be required to seek alternative purchasers on less favorable terms. To mitigate such credit risk, the Corporation requires that it is paid the majority of what it is owed on transfer of property and deals with creditworthy counterparties. The Corporation does not rely on external credit ratings, as its counterparties are generally not rated; instead, it obtains and reviews available financial information, including annual audited financial statements, and maintains ongoing communication with its customers to monitor credit risk. As at March 31, 2026, none of the trade receivables were overdue by more than 30 days (2025 – $nil). In management's opinion, the maximum credit risk exposure for all of the Corporation's current financial assets is the carrying value of those assets.
Commodity price risk
The Corporation’s profitability is exposed to commercial risks notably those linked to the price of silver and gold. The Corporation does not have financial instruments to hedge exposures to silver and gold price fluctuations.
Liquidity risk
Liquidity risk refers to the risk that the Corporation will not be able to meet its financial obligations as they fall due. The Corporation’s liquidity and operating results may be adversely affected if the Corporation’s access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Corporation. The organization has instituted a comprehensive planning and budgeting process designed to ascertain the financial resources necessary to sustain its standard operational requirements and developmental initiatives. Over the years, the Corporation generates cash flow from its financing activities.
As part of its $100,000 financing with EBRD (Note 7), the Corporation is required to maintain $16,250 in restricted cash for a Debt Service Reserve Account (“DSRA”).
The Corporation currently intends to take into account the anticipated cash flows generated from operational activities to contribute to its business commitments.
The following are the contractual maturities of financial liabilities and other liabilities, including interest payable that is included in accounts payable as at March 31, 2026:
| | | | | | | | | | | | | | | | | |
| Carrying Amount | Contractual cash flows | 0-12 months | 12-24 months | More than 24 months |
| $ | $ | $ | $ | $ |
Accounts payable & accrued liabilities | 64,566 | | 64,566 | | 64,566 | | - | | - | |
Long-term debt (excluding interest) (Note 7) | 98,193 | | 100,714 | | 28,571 | | 43,571 | | 28,572 | |
Balance of purchase price payable | 1,600 | | 1,600 | | 1,600 | | - | | - | |
Lease liabilities | 2,051 | | 2,309 | | 635 | | 543 | | 1,131 | |
| 166,410 | | 169,189 | | 95,372 | | 44,114 | | 29,703 | |
The following are the contractual maturities of financial and other liabilities as at December 31, 2025:
| | | | | | | | | | | | | | | | | |
| Carrying Amount | Contractual cash flows | 0-12 months | 12-24 months | More than 24 months |
| $ | $ | $ | $ | $ |
Accounts payable & accrued liabilities | 69,407 | | 69,407 | | 69,407 | | - | | - | |
Long-term debt (excluding interest) (Note 7) | 112,177 | | 115,000 | | 28,571 | | 43,571 | | 42,858 | |
| Balance of purchase price payable | 1,643 | | 1,643 | | 1,643 | | - | | - | |
| Lease liabilities | 1,366 | | 1,567 | | 427 | | 336 | | 804 | |
| 184,593 | | 187,617 | | 100,048 | | 43,907 | | 43,662 | |
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 20 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
15. FINANCIAL RISK MANAGEMENT (continued)
Foreign currency risk
In the normal course of operations, the Corporation is exposed to currency risk due to business transactions in foreign countries denominated in a currency other than the functional currency of each entity in the group, being the Canadian dollar for all the entities within the consolidated group except for AGSM, ZMSM, BGM and AGS, for which the functional currency is the Moroccan dirham and for AGS Group Services for which the functional currency is the US dollar. A portion of the transactions is denominated in United Arab Emirates dirhams.
Foreign currency denominated financial assets and liabilities which expose the Corporation to currency risk are presented below.
The Corporation enters into option contracts to mitigate some of the risk of fluctuations in the exchange rate of its holdings of US dollars. Changes in the fair value of the contracts and the corresponding gains or losses are recorded quarterly and are included in the fair value adjustment on option contracts on the consolidated statement of comprehensive income (loss). The Corporation’s management strategy is to reduce the risk of fluctuations associated with foreign exchange rate changes. The foreign currency option contracts are held to maturity and are either exercised for a net profit or loss; or expire at no obligation to the Corporation.
The fair value of option contracts, which represents the amount that would be received/(paid) by the Corporation if the contracts were terminated at March 31, 2026 was $72 (December 31, 2025 - $(174)).
Balances in the table below are denominated in US dollars, the presentation currency of the Corporation:
| | | | | | | | | | | | | | | | | | | | |
| March 31, 2026 | USD | EUR | CAD | MAD | Others | Total |
| $ | $ | $ | $ | $ | $ |
Cash and cash equivalents | 111,298 | | 52 | | 169 | | - | | 42 | | 111,561 | |
Restricted cash | 16,250 | | - | | - | | - | | - | | 16,250 | |
| Trade and other receivables | 17,899 | | - | | - | | - | | - | | 17,899 | |
| Current portion of long-term debt | (28,571) | | - | | - | | - | | - | | (28,571) | |
Long-term debt | (72,143) | | - | | - | | - | | - | | (72,143) | |
Accounts payable and accrued liabilities | (2,688) | | (1,018) | | (164) | | - | | (35) | | (3,905) | |
Balance of purchase price payable | - | | - | | - | | (1,600) | | - | | (1,600) | |
| 42,045 | | (966) | | 5 | | (1,600) | | 7 | | 39,491 | |
| | | | | | | | | | | | | | | | | | | | |
| December 31, 2025 | USD | EUR | CAD | MAD | Others | Total |
| $ | $ | $ | $ | $ | $ |
Cash and cash equivalents | 65,408 | | 8 | | - | | - | | - | | 65,416 | |
Restricted cash | 18,000 | | - | | - | | - | | - | | 18,000 | |
| Trade and other receivables | 32,504 | | - | | - | | - | | - | | 32,504 | |
| Current portion of long-term debt | (28,571) | | - | | - | | - | | - | | (28,571) | |
| Long-term debt | (86,429) | | - | | - | | - | | - | | (86,429) | |
Accounts payable and accrued liabilities | (6,503) | | (1,257) | | (175) | | (22) | | (49) | | (8,006) | |
Balance of purchase price payable | - | | - | | - | | (1,643) | | - | | (1,643) | |
| (5,591) | | (1,249) | | (175) | | (1,665) | | (49) | | (8,729) | |
The impact on net income and equity of a 10% increase or decrease in foreign currencies on the Corporation’s financial instruments based on balances on March 31, 2026 would be approximately $3,949 (December 31, 2025 - $873).
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 21 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
16. FINANCIAL INSTRUMENTS
The classification of financial instruments is summarized as follows, as at March 31, 2026 and 2025:
| | | | | | | | | | | |
| Financial Assets | Classification | March 31, 2026 | December 31, 2025 |
| | $ | $ |
Cash and cash equivalents | Financial assets at amortized cost | 171,670 | | 136,322 | |
| Trade and other receivables | Financial assets at amortized cost | 18,340 | | 33,811 | |
| Deposit in trust | Financial assets at amortized cost | - | | 314 | |
| Restricted cash | Financial assets at amortized cost | 16,410 | | 18,162 | |
| Options contracts | Fair value through profit & loss | 72 | | - | |
| Equity investment | Fair value through other comprehensive income | 289 | | - | |
| | 206,781 | | 188,609 | |
As at March 31, 2026, cash equivalents included in cash and cash equivalents was $3,209 (December 31, 2025 - $10,039).
| | | | | | | | | | | |
| Financial Liabilities | Classification | March 31, 2026 | December 31, 2025 |
| | $ | $ |
Current portion of long-term debt (Note 7) | Financial liabilities at amortized cost | 28,571 | | 28,571 | |
Long-term debt (Note 7) | Financial liabilities at amortized cost | 69,622 | | 83,606 | |
| Accounts payable and accrued liabilities | Financial liabilities at amortized cost | 64,566 | | 69,407 | |
Balance of purchase price payable | Financial liabilities at amortized cost | 1,600 | | 1,643 | |
| Options contracts | Fair value through profit & loss | - | | 174 | |
| | 164,359 | | 183,227 | |
Fair value of financial instruments
Current financial instruments that are not measured at fair value consist of cash, cash equivalents, trade and other receivables, restricted cash, equity investment, options contracts, accounts payable and accrued liabilities, balance of purchase price payable and long-term debt. Their carrying values are considered a reasonable approximation of their fair value because of their short-term maturity. The long-term debt is predominantly subject to a variable interest rate. As a result, the carrying value is considered to be its fair value.
Current financial instruments that are measured at fair value consist of equity investment and options contracts.
Fair value hierarchy
The following table classifies financial assets and liabilities that are recognized on the consolidated statement of financial position at fair value in a hierarchy that is based on significance of the inputs used in making the measurements. The levels in the hierarchy are:
Level 1:Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2:Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
Level 3:Inputs for the asset or liability that are not based on observable market data.
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 22 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
16. FINANCIAL INSTRUMENTS (continued)
As at March 31, 2026, the following represents the classification of instruments measured at fair value :
| | | | | | | | | | | | | | |
| Level 1 | Level 2 | Level 3 | Total |
| $ | $ | $ | $ |
Option contracts | - | | 72 | | - | | 72 | |
| Equity investment | 289 | | - | | - | | 289 | |
As at December 31, 2025, the following represents the classification of instruments measured at fair value :
| | | | | | | | | | | | | | |
| Level 1 | Level 2 | Level 3 | Total |
| $ | $ | $ | $ |
Option contracts | - | | (174) | | - | | (174) | |
The Corporation’s foreign currency option contracts are not traded in active markets. The fair value of these instruments has been determined using observable forward exchange rates. The effects of non-observable inputs are not significant for foreign contract positions.
The Corporation’s equity investment is measured at fair value, determined based on quoted market prices for the underlying security traded in an active market at the reporting date.
17. SUPPLEMENTAL CASH FLOW INFORMATION
| | | | | | | | |
| Three-month periods ended |
| March 31, |
| 2026 | 2025 |
| $ | $ |
| Trade and other receivables | 14,838 | | (9,512) | |
| Sales tax receivable | (3,361) | | 232 | |
| Income tax receivable | - | | 889 | |
| Inventories | (1,709) | | 841 | |
| Prepaid expenses and security deposits | (2,958) | | 440 | |
| Accounts payable and accruals | (1,494) | | 6,891 | |
| Income tax payable | 937 | | 333 | |
| Changes in working capital items | 6,253 | | 114 | |
| Non-cash transactions | | |
| Additions of new lease right-of-use assets | 873 | | 83 | |
| Addition of new lease liabilities | (873) | | (83) | |
| Net change in deposits to suppliers for capital expenditures | 332 | | 2,111 | |
| Capitalized asset retirement obligations | (254) | | 233 | |
| Change in accounts payable and accrued liabilities related to PP&E | 3,488 | | (4,175) | |
| Change in accounts payable and accrued liabilities related to E&E assets | (1,845) | | 899 | |
| Share-based compensation in PP&E additions | - | | 68 | |
| Share-based compensation in E&E additions | 203 | | 187 | |
| | | | | |
AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 23 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
18. INCOME PER COMMON SHARE
Basic income per share is the net income available to common shareholders divided by the weighted average number of common shares outstanding during the period and DSUs. Diluted net income per share adjusts basic net income per share for the effects of potential dilutive common shares such as options and RSUs.
The calculations for basic and diluted income per share for the three-month periods ended March 31, 2026 and 2025 are as follows: | | | | | | | | |
| Three-month periods ended |
| March 31, |
| 2026 | 2025 |
| $ | $ |
| Net income attributed to Aya Gold & Silver Inc. shareholders | 48,329 | | 6,930 | |
| Weighted average number of shares – basic | 143,249,902 | 131,275,425 |
| Impact of dilutive securities | | |
Stock options, RSUs and PSUs | 5,344,436 | 5,371,444 |
| Weighted average number of shares – diluted | 148,594,338 | 136,646,870 |
| Income per share - basic | 0.34 | | 0.05 | |
| Income per share - diluted | 0.33 | | 0.05 | |
Weighted average number of shares - diluted excludes the effects of 3,833,333 share purchase options as at March 31, 2026 as they were anti-dilutive (March 31, 2025 - 5,000,000 share purchase options were excluded).
19. RELATED PARTY TRANSACTIONS
During the three-month periods ended March 31, 2026 and 2025, the following related party transaction occurred in the normal course of operations for management and consulting fees to Groupe Conseils Grou, La Salle Inc., a company owned by the President and Chief Executive Officer, in the amount of $259 for the three-month period ended March 31, 2026 ($216 for the three-month period ended March 31, 2025). As at March 31, 2026, $127 (December 31, 2025 - $391) was due to that company.
Remuneration of key management personnel of the Corporation
Key management included members of the Board of Directors and executive officers of the Corporation. During the three-month periods ended March 31, 2026 and 2025 the remuneration awarded to key management personnel (including the amounts above) was as follows:
| | | | | | | | |
| Three-month periods ended |
| March 31, |
| 2026 | 2025 |
| $ | $ |
| Salaries and benefits | 389 | | 350 | |
| Management consulting and professional fees | 369 | | 303 | |
| Share-based compensation* | 2,175 | | 3,304 | |
| 2,933 | | 3,957 | |
* Share-based payments represent a non-cash expense related to the vesting of equity-based awards granted to directors and executive officers, including stock options, restricted share units, performance share units and deferred share units.
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AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 24 |
Notes to Condensed Interim Consolidated Financial Statements
March 31, 2026 and 2025
(Expressed in thousands of US dollars unless otherwise noted - unaudited)
20. CONTINGENT LIABILITY
In March 2025, Aya sought the enforcement of certain securities it had received in connection with the EPC Agreements before the International Chamber of Commerce. On August 5, 2025, the Corporation received net proceeds of $7,219 in connection with the enforcement of liquidated damages against Duro Felguera S.A. ("DF") from such securities. Subsequent to the disbursement of funds, DF sought to suspend the application and reverse the underlying decision allowing the execution of the performance bonds before different tribunals in Spain. Their action seeking the suspension of the execution in another jurisdiction was rejected on October 22, 2025. The appeal procedure and Aya's response to the appeal have been filed.
In parallel, on March 31, 2025, Aya received a Request for Arbitration Notice from DF seeking payments under the EPC Agreements of approximately $1,700 and €2,800 as well as declaratory relief as regards to the above mentioned liquidated damages, for a total amount of approximately $13,500. The Request for Arbitration was filed with International Chamber of Commerce. On April 7, 2026, Aya filed its statement of defense and counterclaim, asserting a full defense against all claims advanced by DF and seeking their dismissal in their entirety, together with an order for payment of damages in the amount of $13,000.
Management has reviewed the facts and circumstances of the case, together with external legal counsel, and believes that it is not probable that the Corporation will be required to repay any portion of the funds received, in the course of the appeal procedures in Spain, as well as the subsequent claim seeking damages. Accordingly, no provision has been recognized in the consolidated financial statements as at March 31, 2026. However, since the outcome of the appeal and subsequent claim cannot be determined with certainty at this time, any potential repayment, if required, would be recognized in the period in which the obligation becomes probable and can be reliably measured.
"EPC Agreements" mean the multi-currency fixed price EPC contract, composed of a supply agreement and a services agreement, for a total of approximately $78,000 (based on the then applicable exchange rate between Euro, MAD and USD), between ZMSM on one part, and DF and its affiliates on the second part, for the engineering, design, manufacturing, construction, delivery, erection, start-up and commissioning of a new 2,000 tpd processing plant at the Zgounder Silver Mine, entered on November 30, 2022. The EPC Agreements' price is fixed based on the USD, Euro and MAD.
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AYA GOLD & SILVER INC. / CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS / Q1 2026 | 25 |