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Collective Mining (NYSE American: CNL) grows assets but extends Q1 2026 loss

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Form Type
6-K

Rhea-AI Filing Summary

Collective Mining Ltd. reports unaudited Q1 2026 results as an exploration-stage company with no revenue and a net loss of $12.35M, or $0.13 per share, compared with a $16.93M loss a year earlier. Exploration and evaluation expenses rose to $9.08M, while general and administration costs increased to $3.99M, reflecting a larger program and higher corporate activity.

Cash and cash equivalents were $113.33M as of March 31, 2026, down from $129.65M at year-end after significant spending on drilling, studies and substantial land and concession acquisitions at the Guayabales and San Antonio projects. Total assets reached $186.92M, including growing mining concession and property, plant and equipment balances, against total liabilities of $52.58M, largely long-term land and concession payment obligations. After quarter-end, the company filed a new short form base shelf prospectus allowing it to issue up to C$500M of securities over 25 months.

Positive

  • None.

Negative

  • None.
Net loss $12,354,776 For the three months ended March 31, 2026
Loss per share $0.13 per share Basic and diluted, Q1 2026
Cash and cash equivalents $113,334,135 As of March 31, 2026
Exploration and evaluation expense $9,077,451 For the three months ended March 31, 2026
General and administration expense $3,988,787 For the three months ended March 31, 2026
Total assets $186,923,143 As of March 31, 2026
Other long-term liabilities $41,813,295 As of March 31, 2026
Stock options outstanding 6,656,300 options at C$10.96 As of March 31, 2026, weighted average exercise price
mining concession asset financial
"Mining concession asset consists of the following"
provision for environmental remediation financial
"the Company has estimated a provision for environmental remediation of $1,857,509"
Guayabales Project financial
"The Guayabales Project is located in the Middle Cauca belt in the Department of Caldas, Colombia."
short form base shelf prospectus financial
"the Company filed a new short form base shelf prospectus which will allow the Company to issue"
A short form base shelf prospectus is a pre-approved, reusable document that lets a company register a pool of securities (like stocks or bonds) it can sell over time without repeating a full disclosure process each time. Think of it as a menu the company files once so it can quickly offer items from that menu later; investors care because it speeds up capital raises, can dilute existing holdings, and signals the company’s ability to access funding when needed.
stock option plan financial
"The Company adopted a stock option plan (the “Plan”) pursuant to the Securities Act of Ontario"
A stock option plan is a company program that gives employees the right to buy company shares at a preset price after a certain time, like a coupon allowing purchase later at a fixed rate. It matters to investors because these options can increase the number of shares outstanding — reducing each existing share’s ownership slice and potentially changing per-share results — while also aligning employee incentives with boosting the company’s value.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Form 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November, 2025

 

Commission File Number: 001-42170

 

 

 

Collective Mining Ltd.

(Translation of registrant’s name into English)

 

 

 

201 South Biscayne Boulevard, Suite 2210

Miami, FL 33131

(Address of principal executive office)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☐          Form 40-F ☒

 

 

 

 

 

 

EXHIBIT INDEX

 

EXHIBIT NO.  DESCRIPTION
99.1  Interim financial statements.
99.2  Interim Management Discussion and Analysis.
99.3  Form 52-109F2 - Certification of Interim Filings by CFO.
99.4  Form 52-109F2 - Certification of Interim Filings by CEO.

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Collective Mining Ltd.
Date: May 13, 2026      
       
    By: /s/ Paul Begin
    Name:  Paul Begin
    Title:

Chief Financial Officer and
Corporate Secretary

 

 

2

 

 

Exhibit 99.1

 

 

UNAUDITED INTERIM CONDENSED

CONSOLIDATED FINANCIAL

STATEMENTS

 

For the three months ended March 31, 2026

 

 

 

COLLECTIVE MINING LTD.
Interim Condensed Consolidated Statement of Financial Position
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

As at  Note   March 31,
2026
   December 31,
2025
Audited
 
       $   $ 
ASSETS            
Current assets:            
Cash and cash equivalents       113,334,135    129,647,421 
Receivables and prepaid expenses  4    2,295,701    1,607,818 
        115,629,836    131,255,239 
Non-current assets:              
Mining concession asset  5    14,807,238    11,621,703 
Property, plant and equipment  6    52,059,341    11,214,207 
Intangibles       60,000    60,000 
VAT receivable  8    4,366,728    3,894,616 
        71,293,307    26,790,526 
Total assets       186,923,143    158,045,765 
LIABILITIES AND EQUITY              
Current liabilities:              
Account payables and accrued liabilities       6,358,139    4,818,237 
Current portion provision for environmental remediation  9    667,612    652,131 
Current portion of lease liability  11    1,184,033    722,050 
Current portion of other long-term liabilities  12    16,046,853    2,470,586 
        24,256,637    8,663,004 
Non-current liabilities:              
Provision for environmental remediation  9    959,489    937,240 
Lease liability  11    1,594,901    1,136,276 
Other long-term liabilities  12    25,766,442    2,181,709 
        28,320,832    4,255,225 
Total liabilities       52,577,469    12,918,229 
               
Equity:              
Share capital  16    243,847,252    243,720,586 
Contributed surplus       35,069,930    33,623,682 
Deficit       (144,571,508)   (132,216,732)
        134,345,674    145,127,536 
Total liabilities and equity       186,923,143    158,045,765 
               
Commitments, options agreements and contingencies  21           
Subsequent events  22           

 

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

 

Approved on behalf of the Board of Directors:

 

(signed) Ari Sussman  (signed) Jasper Bertisen
Director  Director

 

1

 

 

COLLECTIVE MINING LTD.
Interim Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

For the three months ended  Note  March 31,
2026
   March 31,
2025
 
      $   $ 
Expenses           
Exploration and evaluation  19(a)   (9,077,451)   (4,858,769)
General and administration  19(b)   (3,988,787)   (1,898,294)
      (13,066,238)   (6,757,063)
Other income (expenses)             
Revaluation of warrants liability  10       (10,564,474)
Foreign exchange gain (loss)      (61,841)   102,139 
Net loss before finance items and income tax      (13,128,079)   (17,219,398)
Finance income (expense)             
Interest income      1,013,791    377,780 
Finance costs  19(c)   (240,488)   (86,314)
Net loss before income tax      (12,354,776)   (16,927,932)
Income tax           
Net loss and comprehensive loss      (12,354,776)   (16,927,932)
              
Basic and diluted loss per common share  17   (0.13)   (0.22)
Weighted average common shares outstanding, basic and diluted  17   92,557,340    78,709,287 

 

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

 

2

 

 

COLLECTIVE MINING LTD.
Interim Condensed Consolidated Statement of Cash Flows (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

For the three months ended  Note  March 31,
2026
   March 31,
2025
 
      $   $ 
Cash flows from (used in) operating activities           
Net loss      (12,354,776)   (16,927,932)
Items not involving cash and cash equivalents:             
Revaluation of warrants liability          10,564,474 
Finance costs expensed  19(c)   112,476    66,560 
Foreign exchange (gain) loss      61,843    (102,139)
Share-based compensation  19(b)   1,446,247    346,702 
Depreciation and amortization  19(a),(b)   399,544    195,946 
Net changes in working capital items  20   (225,126)   427,999 
       (10,559,792)   (5,428,390)
Cash flows from (used in) financing activities             
Cash proceeds from issuance of shares  16       36,357,305 
Cash costs related to issuance of shares          (172,887)
Financing costs paid           
Cash proceeds from warrant exercises  16, 10       7,857,044 
Cash received from option exercises  16   126,666    528,063 
Lease payments  11   (362,723)   (161,603)
       (236,057)   44,407,922 
Cash flows from (used in) investing activities             
Mining concession asset  5,12   (1,500,000)    
Acquisition of property, plant and equipment  6,12   (3,888,155)    
Intangible          (26,580)
       (5,388,155)   (26,580)
Net change in cash and cash equivalents during the period      (16,184,004)   38,952,952 
Cash and cash equivalents, opening balance      129,647,421    38,930,957 
Foreign exchange effect on cash balances      (129,282)   142,297 
Cash and cash equivalents, end of period      113,334,135    78,026,206 

 

For the three months ended  Note   March 31
2026
   March 31,
2025
 
       $   $ 
Non-cash transactions:            
Mining concession asset  5,12    3,185,535     
Acquisition of property, plant and equipment  6,12    35,977,599     
Modifications of right-of-use assets (ROU)  6    1,378,926     
        38,586,562     

 

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

 

3

 

 

COLLECTIVE MINING LTD.
Interim Condensed Consolidated Statement of Changes in Equity (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

   Note  Number of shares issued and outstanding   Share capital   Contributed surplus   Deficit   Total 
          $   $   $   $ 
Balance January 1, 2026      92,537,998    243,720,586    33,623,682    (132,216,732)   145,127,536 
Exercise of options  16   37,500    126,666            126,666 
Share-based compensation  19(b)           1,446,248        1,446,248 
Net loss for the period                  (12,354,776)   (12,354,776)
Balance March 31, 2026      92,575,498    243,847,252    35,069,930    (144,571,508)   134,345,674 
Balance January 1, 2025      77,602,208    102,256,065    17,110,478    (82,358,377)   37,008,166 
Issuance of shares – Offering March 2025  16   4,741,984    36,357,305            36,357,305 
Share issue costs  16       (172,887)           (172,887)
Exercise of warrants  16   2,250,000    7,857,044    13,727,590        21,584,634 
Exercise of options  16   252,167    528,063            528,063 
Share-based compensation  19(b)           346,702        346,702 
Net loss for the period                  (16,927,932)   (16,927,932)
Balance March 31, 2025      84,846,359    146,825,590    31,184,770    (99,286,309)   78,724,051 

 

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

 

4

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

Tabular dollar amounts represent United States (“U.S.”) dollars, unless otherwise shown. References to C$/CAD and COP are to Canadian dollars and Colombian pesos, respectively.

 

1.NATURE OF OPERATIONS

 

Collective Mining Ltd. (“CML”) and its subsidiaries (collectively referred to as the “Company”) are principally engaged in the acquisition, exploration and development of mineral properties located in Colombia. The Company principally carries on business through an Ontario corporation and a foreign company branch office in Colombia.

 

The Company’s common shares began trading on the Toronto Stock Venture Exchange (“TSXV”) on May 20, 2021, under the symbol “CNL”. On July 18, 2022, the Company’s shares began trading on the OTCQX® Best Market under the symbol “CNLMF”. Effective September 6, 2023, CML’s common shares were voluntarily delisted from the TSXV and began trading on the Toronto Stock Exchange (“TSX”) under their current stock symbol “CNL”. On July 17, 2024, CML’s common shares were voluntarily delisted from the OTCQX® Best Market and began trading on the NYSE American LLC under the symbol “CNL”.

 

The registered office of CML is located at 82 Richmond St E, 4th Floor, Toronto, Ontario, Canada, and its corporate head office is located at 201 South Biscayne Boulevard, Suite 2210, Miami, Florida, USA.

 

To date, the Company has not generated any revenue from mining or other operations as it is considered to be in the exploration stage.

 

2.BASIS OF PREPARATION

 

Statement of Compliance

 

The unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) applicable to the preparation of interim consolidated financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting (“IAS 34”), on a basis consistent with those accounting policies followed by the Company in the most recent audited annual consolidated financial statements.

 

These interim condensed consolidated financial statements do not include all the information required for full annual financial statements. Certain information, in particular, accompanying notes normally included in the audited annual consolidated financial statements prepared in accordance with IFRS Accounting Standards, has been omitted or condensed. The accounting policies and the significant judgements, estimates and assumptions used in the application of the accounting policies in the preparation of these unaudited interim consolidated financial statements are those described in Notes 2, 3, and 4 of the audited annual consolidated financial statements for the year ended December 31, 2025 and have been consistently applied throughout all periods presented as if these policies had always been in effect.

 

These unaudited interim condensed consolidated financial statements were approved and authorized by the Audit Committee, on behalf of the Board of Directors of the Company, on May 13th, 2026.

 

5

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

3.NEW ACCOUNTING STANDARDS

 

The following new standards and amendments to existing standards were issued by the IASB and are expected to be adopted by the Company in future reporting periods.

 

(a)IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”) - In April 2024, IFRS 18, was issued to achieve comparability of the financial performance of similar entities. The issuance of IFRS 18 is expected to have a substantive impact on financial statements, including potential changes to the structure of the income statement and various disclosure requirements. The standard, which replaces IAS 1, “Presentation of Financial Statements”, impacts the presentation of primary financial statements and notes, including the statement of earnings where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements, and requires retrospective application. The Company is assessing the potential impact of the standard on its consolidated financial statements.

 

4.RECEIVABLES AND PREPAID EXPENSES

 

Receivables and prepaid expenses are made up of the following:

 

As at  March 31,
2026
   December 31,
2025
 
   $   $ 
Prepaid expenses (a)   1,342,603    1,059,835 
Advance to suppliers (b)   883,778    414,222 
Other receivables (c)   69,320    133,761 
    2,295,701    1,607,818 

 

(a)Prepaid expenses

 

Prepaid expenses are recognised as assets when payments are made for services to be received in future periods. As of March 31, 2026, Prepaid expenses amount to $1,342,603 (December 31, 2025 – $1,059,835) and mainly include: directors and officers insurance, geological software annual subscription, and easement payments and permits for drilling rig installation and other exploration works.

 

(b)Advance to suppliers

 

Included in advance to suppliers is the security deposit paid and costs related to the refurbishment of a new office in Medellin, and other miscellaneous items.

 

6

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

(c)Other receivables

 

Included in other receivables is $69,320 (December 31, 2025 – $97,120) of Harmonized Sales Tax (“HST”) refund receivable in Canada.

 

5.MINING CONCESSION ASSET

 

Mining concession asset consists of the following:

 

As at  March 31,
2026
   December 31,
2025
 
   $   $ 
Opening balance   11,621,703     
Addition: Original acquisition cost – Trap Application (c)   3,482,718     
Addition: Original acquisition cost – First Guayabales Option (a)       9,833,334 
Addition: Environmental remediation – First Guayabales Option (b)       1,857,509 
Addition: Original acquisition cost – Other mining concessions (d)       750,000 
Fair value adjustment – Trap Application   (297,183)    
Fair value adjustment – Acquisition cost – First Guayabales Option       (504,403)
Fair value adjustment – Provision for environmental remediation       (268,138)
Fair value adjustment – Acquisition cost - Other mining concessions       (46,599)
    14,807,238    11,621,703 

 

(a)First Guayabales Option

 

On June 23, 2025, the Company has exercised its option to acquire the mining concession contract under the option agreement entered into on June 24, 2020 (the “First Guayabales Option”). As a result, the Company and the optionor executed an addendum to the original agreement pertaining to the First Guayabales Option. Consequently, the Company has expedited the timeline for obtaining full ownership of the mining concession contract and no longer has the option to terminate the agreement (See Note 7(a)(i)).

 

In accordance with the Company’s accounting policy under IFRS 6, the total consideration owing to the optionor under the amended agreement has been reflected as a mining concession contract with a corresponding financial liability (for the unpaid portion) (See Note 12).

 

As at March 31, 2026, the remaining fair value of the long-term liability outstanding for this agreement is $Nil (December 31, 2025 - $1,425,561). (See Note 12).

 

(b)Environmental Remediation

 

As part of the acquisition of the mining concession contract, the Company has estimated a provision for environmental remediation of $1,857,509 (See Note 9). This provision relates primarily to the treatment and closure of two small tailings ponds, a waste dump, and sealing and backfilling of historical mining tunnels. The obligation arises from past activities conducted in the concession area prior to the Company’s acquisition (See Note 7(a)(i)).

 

7

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

The Company expects to undertake a progressive remediation program beginning in 2026 and continuing through 2033, with the objective of completing the environmental remediation works required under applicable regulations.

 

The provision for environmental remediation has been measured at present value using a discount rate of 9.50% over the expected remediation period from 2026 to 2033, resulting in an initial recognised provision of $1,589,371.

 

In accordance with IAS 37 Provisions, Contingent Liabilities, and Contingent Assets, the provision represents the estimated present obligation for remediation. Consistent with IAS 16, Property, Plant and Equipment, the related cost has been capitalised as part of the acquisition cost of the mining concession, as it is directly attributable to the acquisition of the mining concession contract.

 

(c)Trap Application

 

On March 27, 2026, the Company entered into an irrevocable agreement to acquire rights derived from a mining concession application related to the Trap target at the Guayabales Project for total consideration of $3,482,718, payable in three equal instalments through 2028.

 

Completion of the assignment is contingent upon the granting of the mining title by the National Mining Agency (“ANM”) to the current applicants and the subsequent registration of the assignment in favor of the Company.

 

In accordance with the Company’s accounting policy under IFRS 6, the total consideration owing to the seller under the amended agreement has been reflected as a mining concession contract with a corresponding financial liability (See Note 12).

 

As at March 31, 2026, the remaining fair value of the long-term liability outstanding for this agreement is $3,185,535.

 

(d)Other Mining Concessions

 

On July 16, 2025, the Company signed an agreement to acquire a mining concession for a total consideration of $750,000. The present value of the total consideration is determined to be $703,401 using a discount rate of 9.25% for the period 2025–2027.

 

In accordance with the Company’s accounting policy under IFRS 6, the total consideration owing to the seller under the amended agreement has been reflected as a mining concession contract with a corresponding financial liability (for the unpaid portion).

 

As at March 31, 2026, the remaining fair value of the long-term liability outstanding for this agreement is $328,559 (See Note 12).

 

8

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

6.PROPERTY, PLANT AND EQUIPMENT

 

Equipment and other fixed assets consist of the following:

 

   Land and Buildings (a)   Exploration Equipment and structures   Computer Equipment and furniture   Leasehold Improvement   Right of
use assets
(ROU) (b)
   Total 
   $   $   $   $   $   $ 
Opening net book value, January 1, 2026   8,985,293    355,677    212,810    51,153    1,609,274    11,214,207 
Additions   39,547,816    241,322    23,217    53,399        39,865,754 
ROU modifications, net (b)                   1,378,926    1,378,926 
Disposals and write-downs                        
Depreciation (c)   (832)   (41,211)   (34,862)   (8,308)   (314,333)   (399,546)
Net book value, March 31, 2026   48,532,277    555,788    201,165    96,244    2,673,867    52,059,341 
                               
Balance, March 31, 2026                              
Cost   48,543,562    1,021,206    470,110    349,009    3,511,036    53,894,923 
Accumulated depreciation   (11,285)   (465,418)   (268,945)   (252,765)   (837,169)   (1,835,582)
Net book value   48,532,277    555,788    201,165    96,244    2,673,867    52,059,341 

 

   Land and Buildings (a)   Exploration Equipment and structures   Computer Equipment and furniture   Leasehold Improvement   Right of
use assets
(ROU) (b)
   Total 
   $   $   $   $   $   $ 
Opening net book value, January 1, 2025   58,749    343,704    34,123    96,971    146,515    680,062 
Additions   8,929,870    177,132    251,985        1,930,872    11,289,859 
ROU re-measurement                   54,723    54,723 
Disposals and write-downs       (234)   (1,093)           (1,327)
Depreciation (c)   (3,326)   (164,925)   (72,205)   (45,818)   (522,836)   (809,110)
Net book value, December 31, 2025   8,985,293    355,677    212,810    51,153    1,609,274    11,214,207 
                               
Balance, December 31, 2025                              
Cost   8,995,746    781,922    444,976    295,610    2,132,109    12,650,363 
Accumulated depreciation   (10,453)   (426,245)   (232,166)   (244,457)   (522,835)   (1,436,156)
Net book value   8,985,293    355,677    212,810    51,153    1,609,274    11,214,207 

 

(a)Lands

 

In 2025, the Company completed land acquisitions within the Guayabales Project area. These acquisitions consolidate ownership of areas strategically located for the future infrastructure and operational development of the Apollo discovery. This consolidation strategy continued during the first quarter of 2026, with the Company completing additional land acquisitions.

 

9

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

Land additions in 2026 include the following:

 

On February 25, 2026, the Company entered into a four-year agreement to acquire land with fixed terms of payment for a total consideration of $10,566,000. The present value of the total consideration is determined to be $8,942,313 using a discount rate of 9.50% for the period 2026–2030. Accordingly, land has been recognized at this amount, with a corresponding financial liability recorded (refer to Note 12).

 

On March 10, 2026, the Company entered into a four-year agreement to acquire land with fixed terms of payment for a total consideration of $33,581,007. The present value of the total consideration is determined to be $28,202,423 using a discount rate of 9.50% for the period 2026–2030. Accordingly, land has been recognized at this amount, with a corresponding financial liability recorded (refer to Note 12).

 

On March 20, 2026, the Company entered into a two-year agreement to acquire land with fixed terms of payment for a total consideration of $2,048,163. The present value of the total consideration is determined to be $1,926,417 using a discount rate of 9.50% for the period 2026–2027. Accordingly, land has been recognized at this amount, with a corresponding financial liability recorded (refer to Note 12).

 

(b)Right of use assets (ROU)

 

Right of use assets as at March 31, 2026 comprise one vehicle lease agreement for multiple vehicles with an initial term of three years, two warehouse leases (one with an initial term of three years and another with a total extended term of fifty-six months), one administrative office lease with an initial term of 2 years, renewable for additional 1-year terms, and a second corporate office lease with an initial term of sixty-three-month. The value of additions is determined as the present value of lease payments at the inception of the lease (See Note 11).

 

Lease modifications, net

 

During the period ended March 31, 2026, the Company modified certain lease agreements, resulting in the remeasurement of lease liabilities with corresponding adjustments to ROU assets in accordance with IFRS 16.

 

Effective January 1, 2026, the Company modified its warehouse lease by extending the lease term from 36 months to 56 months and increasing the leased area. As a result, the ROU asset was remeasured and the carrying amount increased from $46,709 to $365,435.

 

The Company also modified its vehicle lease by increasing the fleet and as a result the ROU asset was remeasured and increased from $702,104 to $1,762,304.

 

These amounts represent remeasurements of existing ROU assets following lease modifications and therefore reflect updated carrying values rather than additional lease additions. Accordingly, the opening balances were adjusted to reflect the modified lease terms, with corresponding adjustments to lease liabilities.

 

10

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

(c)Depreciation

 

Depreciation expense for three months ended March 31, 2026 of $399,546 (three months ended March 31, 2025 - $195,946), was recognized within exploration and evaluation expenses and general and administration expenses in the interim condensed consolidated statement of operations and comprehensive loss (See Note 19 (a),(b)).

 

7.MINERAL INTERESTS

 

(a)Guayabales Project

 

The Guayabales Project consists of mining titles, exploration applications, mining concession option agreements and a number of surface rights option agreements. The Guayabales Project is located in the Middle Cauca belt in the Department of Caldas, Colombia.

 

The Company has entered into four option agreements (the “First Guayabales Option”, the “Second Guayabales Option”, the “Third Guayabales Option” and the “Fourth Guayabales Option”) with third parties to explore, develop and acquire exploration property within the Guayabales Project.

 

On June 23, 2025, the Company accelerated the terms of the First Guayabales Option agreement, resulting in the transfer of 100% of the mining concession to the Company. The formal transfer was completed on December 30, 2025, at which time the mining concession was formally transferred and registered in the Company’s name with the Colombian National Mining Agency (Agencia Nacional de Minería, “ANM”). In January 2026, the final payment was made relating to the final payment in lieu of the net smelter return (NSR) to the First Guayabales Option and as a result the First Guayabales Option has been fully executed.

 

In September 2025, the Company secured two additional option agreements (the “Third Guayabales Option” and the “Fourth Guayabales Option”) with third parties to explore and acquire mining concessions.

 

In October 2023 and May 2024, the Company secured option agreements to purchase surface rights.

 

First Guayabales Option – Executed Agreement

 

On June 24, 2020, the Company entered into the First Guayabales Option to acquire a 100% interest in the property.

 

On June 23, 2025, the Company exercised the option and entered into an addendum with the optionor to accelerate the remaining consideration. The total consideration remained unchanged from the original agreement.

 

During the year ended December 31, 2025 and in January 2026, the Company accelerated and fully settled all remaining payments under the agreement. Accordingly, as at January 26, 2026, there are no outstanding obligations related to the First Guayabales Option.

 

11

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

In connection with the acquisition of the mining concession contract, the Company recognised a provision for environmental remediation of $1,589,371 (see Note 9), primarily related to legacy site rehabilitation obligations. In accordance with IFRS 6, these costs were capitalised as part of the mining concession asset, resulting in a total recognised asset of $10,918,302 (see Note 5).

 

   $ 
Original acquisition cost – First Guayabales Option   9,833,334 
Less: Fair value adjustment   (504,403)
Fair value long-term liability   9,328,931 
Addition: Fair value – Provision for environmental remediation (See Note 9)   1,589,371 
Mining concession asset   10,918,302 

 

Mining Concession Option Agreements

 

i.Second Guayabales Option

 

On January 4, 2021, the Company entered into the Second Guayabales Option. The terms of the agreement are as follows:

 

Phase 1:

 

The option agreement provides the Company the right to explore the property within the Second Guayabales Option over a four-year term, expiring on January 2, 2025, for total payments over the term of the agreement of $1,750,000.

 

Phase 2:

 

The option agreement provides the Company the right to explore the property within the Second Guayabales Option over a second four-year term between January 2, 2025 to January 2, 2029 for total payments over the term of $1,000,000.

 

Phase 3:

 

Upon completion of Phase 2, the Company is required to pay a total of $4,300,000 over a two-year period ending on January 2, 2031 to acquire 100 percent of the property within the Second Guayabales Option.

 

Summary:

 

The following is a summary of the option payments to acquire the property under the Second Guayabales Option:

 

   $ 
Total Phase 1   1,750,000 
Total Phase 2   1,000,000 
Total Phase 3   4,300,000 
    7,050,000 

 

The Company has the option to terminate the agreement at any time, upon notification to the optionor.

 

For the three months ended March 31, 2026, the Company has recognized $250,000 (three months ended March 31, 2025 – $250,000), related to option payments, as exploration and evaluation expense in the interim condensed consolidated statement of operations and comprehensive loss in respect of Phase I of the Second Guayabales Option.

 

As at March 31, 2026, and from inception of the agreement, the Company has made total option payments of $2,000,000.

 

12

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

ii.Third Guayabales Option

 

On September 18, 2025, the Company entered into the Third Guayabales Option agreement to acquire mining concessions and one application, with total payments of $10,200,000 over a five-year period as follows:

 

An initial instalment of $2,800,000 was paid in 2025;
   
Annual instalments of $1,480,000 each year from 2026 through 2030.

 

Under the terms of the option agreement, the optionor and the Company are required to submit applications for the transfer of 100% of the concessions to the Company within 30 days of the execution of the agreement. The Company assumes exclusive responsibility for the management and execution of all activities within the concession areas.

 

The Company has the option to terminate the agreement at any time, upon notification to the optionor.

 

For the first three months ended March 31, 2026, the Company has not made any payments related to this contract.

 

As at March 31, 2026, and from the inception of the agreement, the Company has made total option payments of $2,800,000.

 

iii.Fourth Guayabales Option

 

On September 18, 2025, the Company entered into the Fourth Guayabales Option agreement with one owner to acquire a mining concession.

 

Under the terms of an option agreement, the Company has the right to explore the mining concession up until October 1, 2028, at which point it can decide to acquire the mining concession by making a one-time payment of $7,000,000.

 

The Company has the option to terminate the agreement at any time, upon notification to the optionor.

 

Surface Rights Option Agreements

 

iv.October 2023

 

On October 17, 2023, the Company entered into two option agreements with third parties to acquire surface rights over a four-year period. These option agreements replace and supersede the previous option agreements to acquire surface rights. The option agreements provide the Company the right to explore and acquire the property over a four-year term, expiring on April 30, 2027, for total payments over the term of the agreements of $4,400,000.

 

The Company has the option to terminate the agreement at any time, upon notification to the optionor.

 

For the first three months ended March 31, 2026, the company has not made any payments related to this contract.

 

As at March 31, 2026, and from inception of the agreement, the Company has made total option payments of $2,350,000.

 

13

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

v.May 2024

 

On May 23, 2024, the Company entered into three option agreements with third parties to acquire surface rights. The option agreements provide the Company the right to explore and acquire the property. One agreement concluded on April 23, 2025, one agreement concluded on August 23, 2025, and the other one concludes on September 23, 2027. Upon conclusion of each agreement, the Company becomes the owner of the mentioned surface rights. Total payments over the term of the three agreements is $294,000.

 

The Company has the option to terminate the agreement at any time, upon notification to the optionor.

 

For the three months ended March 31, 2026, the Company has recognized option payments of $4,056 (three months ended March 31, 2025 – $25,540), as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss.

 

As at March 31, 2026, and from inception of the agreement, the Company has made total option payments of $282,958.

 

(b)San Antonio Project

 

The Company has entered into two option agreements (the “First San Antonio Option” and the “Second San Antonio Option”) with third parties to explore, develop and acquire the mining concession and properties within the San Antonio Project.

 

i.First San Antonio Option

 

On July 9, 2020, the Company entered into an option agreement with a third party to acquire the San Antonio Project. The San Antonio project is located approximately 80km south of Medellín. It is situated in the Middle Cauca belt in the Department of Caldas, Colombia.

 

The option agreement provides the Company the right to explore, develop and acquire the property over a seven-year term, expiring on July 9, 2027, for total payments over the term of the agreement of $2,500,000. The Company has the option to pay an additional $2,500,000 to the optionor upon reaching commercial production in exchange for the 1.5% NSR on the property that would otherwise be payable to the optionor. The exploration and development program, including the amount of expenditures, is at the sole discretion of the Company during the term of the agreement.

 

For the three months ended March 31, 2026, the Company has recognized $886,127 (three months ended March 31, 2025 – $678,257), including option payments of $nil (three months ended March 31, 2025 – $nil), as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss.

 

As the Company has the option to terminate the agreement at any time, upon notification to the optionor, the Company has not recognized any option payments payable in the future under the agreement in its consolidated statement of financial position.

 

As at March 31, 2026, and from inception of the agreement, the Company has made total option payments of $1,000,000.

 

14

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

ii.Second San Antonio Option

 

On June 13, 2024, the Company entered into an initial easement agreement with a third party for a total consideration of $50,000. The agreement granted the Company certain surface access rights within a defined geographic area within the San Antonio Project.

 

Subsequently, on October 29, 2024, the Company and the optionor amended and expanded the original agreement. Under the modified terms, the Company obtained a right of first refusal to acquire properties (land and surface rights) within the same area. This arrangement provides the Company with the opportunity, but not the obligation, to acquire such properties in the future, with terms and conditions to be determined at the time of acquisition, until December 31, 2026.

 

The total consideration agreed under the amended agreement amounts to $500,000, payable in instalments as follows:

 

an initial instalment of $100,000 was paid in 2024;
   
an additional instalment of $250,000 was paid in 2025, of which $150,000 was paid as of September 30, 2025, and the remaining $100,000 was paid in October 2025; and
   
A final instalment of $150,000 was paid in January 2026.

 

As at March 31, 2026, and from inception of the amended agreement, the Company has made total option payments of $500,000. As a result, the Second San Antonio Option has been fully executed.

 

On February 25, 2026, , the Company entered into a four-year agreement with a third party to acquire this land with fixed terms of payment for a total consideration of $10,566,000.

 

8.LONG-TERM VAT RECEIVABLE

 

Long-term receivable represents value added taxes in respect of exploration activities that will be recovered when the related project commences production, subject to local regulations.

 

As at  March 31,
2026
   December 31,
2025
 
   $   $ 
Opening balance   3,894,616    2,261,717 
VAT related to local purchases and services   434,383    1,149,881 
Foreign exchange   37,729    483,018 
Balance, end of period   4,366,728    3,894,616 
Current portion        
Long-term portion   4,366,728    3,894,616 

 

15

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

9.PROVISION FOR ENVIRONMENTAL REMEDIATION

 

As at  March 31,
2026
   December 31,
2025
 
   $   $ 
Opening balance   1,589,371     
Environmental remediation – First Guayabales Option       1,857,509 
Fair value adjustment – Environmental remediation       (268,138)
Foreign exchange   37,730     
Balance, end of period   1,627,101    1,589,371 
Current portion   (667,612)   (652,131)
Long-term portion   959,489    937,240 

 

As part of the acquisition of the mining concession asset (See Note 5), the Company has recognised a provision for environmental remediation. This amount primarily covers the treatment and closure of two small tailings ponds, a waste dump, and the sealing and backfilling of historical mining tunnels arising from activities conducted prior to the Company’s acquisition (see Note 7(a)(i)). Management has assessed the necessity to undertake the required remediation works to comply with regulatory and operational requirements.

 

The Company expects to undertake a progressive remediation program from 2026 through 2033 in order to complete the required environmental remediation works under applicable regulations. The provision has been measured at present value using a discount rate of 9.50% over the expected remediation period. In accordance with IFRS 6, these costs were capitalised as directly attributable to the acquisition.

 

The provision for environmental remediation reflects management’s best estimate based on information available as of the reporting date. The ultimate remediation costs may differ from the amounts recorded due to uncertainties inherent in site conditions, the results of further technical assessments, changes in remediation strategies, regulatory requirements, and other factors not yet fully known. Management intends to continue conducting site investigations and technical evaluations to refine the cost estimate and will adjust the provision as additional information becomes available.

 

10.WARRANTS LIABILITY

 

The following represents warrants denominated in Canadian dollars and classified as derivative financial liabilities:

 

  

Three-months period ended

March 31, 2026

   Year ended
December 31, 2025
 
   Number of warrants   $   Number of warrants   $ 
                 
Opening balance           2,250,000    3,163,115 
Warrants exercised           (2,250,000)   (13,727,590)
Fair value revaluation of warrants liability               10,564,475 
Balance, end of period                
Current portion                
Long-term portion                

 

Subscription Warrants – March 2024 Offering

 

On March 4, 2024, the Company closed a strategic investment by a single purchaser on a non-brokered private placement (the “March 2024 Offering”) of C$18,900,000 ($13,925,729). The March 2024 Offering consisted of the sale of 4,500,000 Units at a price of C$4.20 per Unit.

 

16

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

Each Unit was comprised of one common share in the capital of the Company (“Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share, subject to standard anti-dilution provisions, at a price of $5.01 until March 4, 2027, however the Company has the right to accelerate the expiry of the Subscription Warrants in the event that the Company’s closing price on the TSXV remains equal to or higher than $6.00 for 20 consecutive trading days following the date that is 24 months after the Closing Date, the Company may accelerate the Warrant Term to the date which is 30 trading days following the date a notice is provided to holders of Warrants and a press release is issued by the Company announcing the accelerated Warrant Term. 

 

The Warrants were classified as derivative financial liabilities as they were denominated in Canadian dollars and the Company’s functional currency is the US dollar. Proceeds from the March 2024 Offering were allocated between Common Shares and Subscription Warrants based on the residual fair value method within the unit.

 

The issue date fair value of the Warrants was determined to be C$0.72 per warrant with the resulting allocation of the total proceeds for the March 2024 Offering being:

 

   C$   $ 
Warrants liability – Subscription Warrants   1,620,000    1,193,634 
Share capital – Subscription Shares   17,280,000    12,732,095 
Total gross proceeds   18,900,000    13,925,729 

 

For the year ended December 31, 2025, the Company recognized a derivative loss of $10,564,475, in the consolidated statement of operations and comprehensive loss for the revaluation of the Warrants.

 

Fair value for the Subscription Warrants was determined using the Binomial pricing model using the following weighted average assumptions as at March 20, 2025:

 

Weighted average share price  C$13.75 
Weighted average risk-free interest rate   2.75%
Weighted average dividend yield   Nil 
Weighted average stock price volatility   52.56%
Weighted average period to expiry (years)    

 

On March 20, 2025, all 2,250,000 Warrants – March 2024 Offering were exercised with total proceeds received of $7,857,044 (C$11,272,500).

 

17

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

11.LEASE LIABILITIES

 

As at  March 31,
2026
   December 31,
2025
 
   $   $ 
Opening balance   1,858,326    155,527 
New leases during the period       1,930,872 
Lease modifications, net (a)   1,160,752    47,297 
Lease payments   (362,723)   (730,072)
Interest accretion expense   112,476    265,707 
Foreign exchange   10,103    188,996 
Balance, end of period   2,778,934    1,858,326 
Current portion   (1,184,033)   (722,050)
Long-term portion   1,594,901    1,136,276 

 

(a)Lease modifications, net

 

During the period ended March 31, 2026, the Company modified certain lease agreements, which resulted in the remeasurement of lease liabilities in accordance with IFRS 16. The remeasurement reflects changes in lease terms, including an extension of lease duration and an increase in the scope of leased assets (See Note 6 (b)).

 

These modifications did not result in new lease arrangements but rather represent changes to existing contracts. Accordingly, lease liabilities were adjusted to reflect the revised lease payments, discounted at the applicable incremental borrowing rates at the date of modification. The corresponding adjustments were recognized against right-of-use assets.

 

The lease liabilities were measured on inception of the lease at the present value of the lease payments over the lease term, discounted using a weighted average discount rate of 20.52%, based on the Company’s incremental borrowing rate.

 

Interest accretion expense or amortization of the discount on the lease liability is charged to the interim condensed consolidated statement of operations and comprehensive loss using the effective interest method.

 

For three months ended March 31, 2026, the Company made lease payments of $163,490 (three months ended March 31, 2025 – $50,514) for contracts with terms of 12 months or less and which were recognized as lease expense within exploration and evaluation expenses.

 

18

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

12.OTHER LONG-TERM LIABILITIES

 

As at  March 31,
2026
   December 31,
2025
 
   $   $ 
Opening balance   4,652,294     
Original acquisition cost – First Guayabales Option       9,833,334 
Original acquisition cost – Other mining concessions       750,000 
Original acquisition cost – Lands   46,195,170    6,000,000 
Original acquisition cost – Mining title application   3,482,718     
Fair value adjustment long-term liability (on date of acquisition)   (7,421,200)   (1,243,156)
Other Long-Term Liabilities payments   (5,170,126)   (11,124,782)
Interest accretion expense   74,439    436,898 
Balance, end of period   41,813,295    4,652,294 
Current portion   (16,046,853)   (2,470,585)
Long-term portion   25,766,442    2,181,709 

 

Long-Term Liabilities 

Opening

Balance

  

Additions

Nominal Value

   Payments   Interest
Accretion
   Fair Value
Adjustment
   March 31,
2026
 
   $   $   $   $   $   $ 
First Guayabales Option (a)   1,425,561        (1,500,000)   74,439         
Other Mining Concesions (b)   328,559                    328,559 
Land acquisitions (c)   2,898,175    46,195,170    (3,670,126)       (7,124,017)   38,299,201 
Mining title application (d)       3,482,718            (297,183)   3,185,535 
                               

Balance, end of period

   4,652,294    49,677,888    (5,170,126)   74,439    (7,421,200)   41,813,295 

 

Fair Value – Payment schedule  Less than 1 year   Year 2   Year 3   Year 4   Total 
   $   $   $   $   $ 
Other Mining Concessions (b)   171,542    157,017            328,559 
Land acquisition (c)   13,656,060    8,594,749    7,343,563    8,704,829    38,299,201 
Mining title application (d)   2,219,251    966,284            3,185,535 
                          
Balance, end of period   16,046,853    9,718,050    7,343,563    8,704,829    41,813,295 

 

(a)First Guayabales Option

 

On June 23, 2025, the Company has recognized a financial liability as a result of the exercise of its option to acquire the mining concession contract under the First Guayabales Option.

 

The present value of the total consideration owing to the optionor under the terms of the amended First Guayabales option agreement of $9,833,334 has been adjusted to reflect the time value of money using a discount rate of 9.25% over a period from 2025 to 2027 resulting in the recognition of a mining concession contract of $9,328,931 and a corresponding financial liability (See Note7 (a)).

 

The final balance of $1,500,000 was paid on January 26, 2026. Upon completion of these payments, the total outstanding obligation under the agreement was fully settled.

 

19

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

(b)Other Mining Concessions

 

On July 16, 2025, the Company has recognized a financial liability as a result of the acquisition of a mining concession under a two-year term for a total consideration of $750,000.

 

The present value of the total consideration owing to the seller under the terms of the agreement of $750,000 has been adjusted to reflect the time value of money using a discount rate of 9.25% over a period from 2025 to 2027 resulting in the recognition of a mining concession of $703,401 and a corresponding financial liability (See Note 12).

 

The total amount of $750,000 will be paid as follows:

 

An initial instalment of $375,000 was paid in July 2025, and
   
Annual instalments of $187,500 to be paid in 2026 and 2027.

 

As at March 31, 2026, the remaining fair value of the long-term liability outstanding for this agreement is $328,559.

 

(c)Lands

 

On September 18, 2025, the Company has recognized a financial liability as a result of the acquisition of land under a four-year term agreement for a total consideration of $6,000,000.

 

The present value of the total consideration owing to the seller under the terms of the agreement of $6,000,000 has been adjusted to reflect the time value of money using a discount rate of 9.50% over a period from 2025 to 2029 resulting in the recognition of a property, plant and equipment of $5,307,846 and a corresponding financial liability (See Note 6 (a)).

 

The total amount of $6,000,000 will be paid as follows:

 

An initial total instalment of $2,250,000 was paid in October 2025, and
   
Annual instalments of $937,500 to be paid from 2026 to 2029.

 

As at March 31, 2026, the remaining fair value of the long-term liability outstanding for this agreement is $3,064,623.

 

On February 25, 2026, the Company has recognized a financial liability as a result of the acquisition of land under a four-year agreement for a total consideration of $10,566,000.

 

The present value of the total consideration owing to the seller under the terms of the agreement of $10,566,000 has been adjusted to reflect the time value of money using a discount rate of 9.50% over a period from 2026 to 2030 resulting in the recognition of a property, plant and equipment of $8,942,313 and a corresponding financial liability (See Note 6 (a)).

 

The total amount of $10,566,000 will be paid as follows:

 

An initial total instalment of $216,723 was paid in March 2026,
   
Three instalments of $2,116,426 to be paid from 2026 to 2028, and
   
Annual instalments of $2,000,000 to be paid in 2029 and 2030.

 

As at March 31, 2026, the remaining fair value of the long-term liability outstanding for this agreement is $8,725,589.

 

On March 10, 2026, the Company has recognized a financial liability as a result of the acquisition of land under a four-year agreement for a total consideration of $33,581,007.

 

20

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

The present value of the total consideration owing to the seller under the terms of the agreement of $33,581,007 has been adjusted to reflect the time value of money using a discount rate of 9.50% over a period from 2026 to 2030 resulting in the recognition of a property, plant and equipment of $28,202,423 and a corresponding financial liability (See Note 6 (a)).

 

The total amount of $33,581,007 will be paid as follows:

 

An initial total instalment of $3,212,183 was paid in March 2026,
   
A second instalment of $3,212,183 to be paid in 2026,
   
A third and fourth instalment totalling $7,883,546, payable in 2027,
   
Annual instalments of $6,424,365 to be paid from 2028 to 2030.

 

As at March 31, 2026, the remaining fair value of the long-term liability outstanding for this agreement is $24,990,241.

 

On March 20, 2026, the Company has recognized a financial liability as a result of the acquisition of land under a four-year agreement for a total consideration of $2,048,163.

 

The present value of the total consideration owing to the seller under the terms of the agreement of $2,048,163 has been adjusted to reflect the time value of money using a discount rate of 9.50% over a period from 2026 to 2027 resulting in the recognition of a property, plant and equipment of $1,926,417 and a corresponding financial liability (See Note 6 (a)).

 

The total amount of $2,048,163 will be paid as follows:

 

An initial total instalment of $241,220 was paid in March 2026,
   
A second and third instalment totalling $782,862, payable in 2026,
   
  A fourth and fifth instalment totalling $1,024,081, payable in 2027.

 

As at March 31, 2026, the remaining fair value of the long-term liability outstanding for this agreement is $1,685,197.

 

(d)Trap Application

 

On March 27, 2026, the Company entered into an irrevocable agreement to acquire rights derived from a mining concession application related to the Trap target at the Guayabales Project for total consideration of $3,482,718, payable in three equal instalments through 2028.

 

Completion of the assignment is contingent upon the granting of the mining title by the National Mining Agency (“ANM”) to the current applicants and the subsequent registration of the assignment in favor of the Company.

 

In accordance with the Company’s accounting policy, acquisition costs related to mining concession rights that meet the criteria for recognition as an asset are capitalized.

 

The present value of the total consideration owing to the seller under the terms of the agreement of $3,482,718 has been adjusted to reflect the time value of money using a discount rate of 9.50% over a period from 2026 to 2028 resulting in the recognition of a mining concession asset of $3,185,535 and a corresponding financial liability (See Note 6 (a)).

 

The total amount of $3,482,718 will be paid as follows:

 

An initial total instalment of $1,160,906 to be paid in April 2026,
   
Annual instalments of $1,160,906 to be paid in 2027 and 2028.

 

As at March 31, 2026, the remaining fair value of the long-term liability outstanding for this agreement is $3,185,535.

 

The financial liability is classified and measured at amortized cost, and the amortization of the discount will be recognized as a finance cost consistent with the terms in the payment schedules.

 

21

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

13.RELATED PARTY TRANSACTIONS

 

Related parties include management, the Board of Directors, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions.

 

Compensation of Key Management Personnel

 

In accordance with IAS 24, key management personnel are those having authority and responsibility for planning, directing, and controlling the activities of the Company. Key management includes independent directors, the Executive Chairman of the board of directors (the “Chairman”), the Chief Executive Officer (“CEO”), the President and the Chief Financial Officer (“CFO”). The remuneration of members of key management personnel were as follows:

 

For the three months ended March 31  2026   2025 
   $   $ 
Management salaries, benefits and reimbursement of expenses   393,750    195,000 
Share-based payments   807,577    121,687 
    1,201,327    316,687 

 

During the period, certain management services were provided through entities controlled by members of key management:

 

The Chairman provides services through Lion Mining Services Inc. for a monthly fee of $45,800 (the monthly fee was $27,500 from January through October 2025 and increased to $42,500 from November through December 2025)

 

The CEO provides services through Nova Lima LLC for a monthly fee of $33,333 (the same monthly fee has applied since the CEO joined the Company in April 2025).

 

In addition, the Company reimburses expenses incurred by the Chairman and CEO in the course of performing their duties related to the representation and management of the Company.

 

All related party transactions were conducted in the normal course of business and measured at the exchange amount agreed between the parties. Management considers that the terms of these transactions are comparable to those that would be obtained under arm’s-length conditions. All such arrangements are reviewed and approved by the independent members of the Board.

 

No other material related party transactions, balances or commitments existed as at March 31, 2026.

 

14.FINANCIAL INSTRUMENTS

 

Financial Instrument Disclosures

 

Details of the material accounting policies and methods adopted (including the criteria for recognition, the bases of measurement and the bases for recognition of income and expenses) for each class of financial asset and financial liability are disclosed in Note 4 of the audited annual consolidated financial statements for the year ended December 31, 2025.

 

Fair value measurement

 

Fair market value represents the amount that would be exchanged in an arm's length transaction between willing parties and is best evidenced by a quoted market price, if one exists.

 

Fair value measurement is determined based on the fair value hierarchy as follows:

 

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); and

 

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

 

22

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

The carrying values for financial assets and liabilities for cash and cash equivalents, accounts payable and accrued liabilities, lease liabilities and other long-term liabilities approximate their fair values as at March 31, 2026.

 

Other financial liabilities of $46,219,330 as at March 31, 2026 (December 31, 2025 – $8,099,991) were as follows:

 

As at March 31, 2026  FVTPL   FVOCI   Amortized Cost   Total 
   $   $   $   $ 
Financial liabilities                
Warrants liability (level 2)                
Provision for environmental remediation           1,627,101    1,627,101 
Lease liabilities (level 2)           2,778,934    2,778,934 
Other long-term liabilities           41,813,295    41,813,295 
            46,219,330    46,219,330 

 

As at December 31, 2025  FVTPL   FVOCI   Amortized Cost   Total 
   $   $   $   $ 
Financial liabilities                
Warrants liability (level 2)                
Provision for environmental remediation           1,589,371    1,589,371 
Lease liabilities (level 2)           1,858,326    1,858,326 
Other long-term liabilities           4,652,294    4,652,294 
            8,099,991    8,099,991 

 

There were no transfers between the fair value hierarchy during the three months ended March 31, 2026.

 

15.FINANCIAL AND CAPITAL RISK MANAGEMENT

 

(a)Financial Risk Management

 

The Company’s activities expose it to a variety of financial risks, which include currency risk, credit risk, liquidity risk and interest rate risk.

 

Risk management is carried out by the Company’s management with guidance from and policies approved by the Board of Directors.

 

Financial Risk Factors

 

Foreign currency risk

 

Foreign currency risk arises from future commercial transactions and recognized assets and liabilities denominated in currency that is not the entity’s functional currency. The Company’s functional currency is the U.S. dollar. The Company conducts some of its operating, financing and investing activities in currencies other than the U.S. dollar. The Company is therefore subject to gains and losses due to fluctuations in these currencies relative to the U.S. dollar. The Company does not use derivative instruments to hedge exposure to foreign exchange risk.

 

As at March 31, 2026, the exchange rates were COP:US$3,669.96, based on Banco de la Republica – Colombia, and CAD:US$0.7141, based on Bank of Canada, respectively (March 31, 2025, COP:US$4,195.57 and CAD:US$0.6956, respectively).

 

23

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

For the three months ended March 31, 2026, the average was COP:US$3,699.50 and CAD:US$0.7290, respectively (three months ended March 31, 2025, COP:US$4,193.17 and CAD:US$0.6968, respectively).

 

The Company had the following foreign currency balances:

 

As at March 31, 2026  Foreign Currency  Foreign Balance   $ 
Cash and cash equivalents  COP (000’s)   4,660,994    1,270,040 
Cash and cash equivalents  CAD   10,681,559    7,663,074 
Receivables and prepaid expenses  COP (000’s)   6,815,615    1,857,136 
Long-Term VAT Receivable  COP (000’s)   16,025,715    4,366,728 
Receivables and prepaid expenses  CAD   96,625    69,320 
Accounts payable and accrued liabilities  COP (000’s)   (18,438,727)   (5,024,231)
Accounts payable and accrued liabilities  CAD   (567,791)   (407,340)
Other Long-Term liabilities  COP (000’s)   (19,472,100)   (5,306,807)
Provision for environmental remediation  COP (000’s)   (5,970,662)   (1,626,901)
Lease liability  COP (000’s)   (8,152,146)   (2,221,318)

 

As at December 31, 2025  Foreign Currency  Foreign Balance   $ 
Cash and cash equivalents  COP (000’s)   1,141,222    303,752 
Cash and cash equivalents  CAD   11,407,205    8,322,782 
Receivables and prepaid expenses  COP (000’s)   4,598,093    1,223,847 
Long-Term VAT Receivable  COP (000’s)   14,632,386    3,894,616 
Receivables and prepaid expenses  CAD   133,112    97,120 
Accounts payable and accrued liabilities  COP (000’s)   (17,678,150)   (4,705,290)
Accounts payable and accrued liabilities  CAD   (69,614)   (50,791)
Provision for environmental remediation  COP (000’s)   (5,971,394)   (1,589,371)
Lease liability  COP (000’s)   (4,799,169)   (1,277,367)

 

The Company is exposed to foreign currency risk on fluctuations on the balances that are denominated in Canadian dollars and Colombian pesos. As at March 31, 2026, had both the Canadian dollar and the Colombian peso strengthened/weakened by 10% against U.S. dollar with all other variables held constant, the Company would have reported an increase/reduction in the net loss for the three months ended March 31, 2026, of $63,979 and $78,196 (December 31, 2025 - $29,870 and $36,507), respectively.

 

Credit risk

 

Credit risk is the risk of loss associated with a counter party’s inability to fulfil its payment obligations. The Company's credit risk is primarily attributable to cash and cash equivalents and receivables. The Company has no significant concentration of credit risk arising from its properties. The majority of the Company’s cash and cash equivalents are held with banks in Canada and Colombia. Funds held in banks in Colombia are limited to yearly forecasted Colombian denominated expenses. The Company limits material counterparty credit risk on these assets by dealing with financial institutions with credit ratings of at least “BBB-” or higher, or those which have been otherwise approved. Receivables mainly consist of receivables for refundable commodity taxes in Canada and Colombia. Management believes that the credit risk concentration with respect to remaining amounts receivable is minimal.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity. The Company manages its liquidity risk by proactively mitigating exposure through cash management, including forecasting its liquidity requirements with available funds and anticipated investing and financing activities.

 

24

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

As at March 31, 2026, the cash balance was $113,334,135 (December 2025 – $129,647,421). However, the cash balance is not sufficient to continue to explore, build a mine, and meet all of its future obligations in respect of the option contracts in Note 21 if the Company elects to exercise all its options in respect of all the contracts. Thus, continued operations of the Company are dependent on its ability to develop a sufficient financing plan, receive continued financial support from existing shareholders and/or new shareholders or through other arrangements, complete sufficient public equity financing, or generate profitable operations in the future.

 

Interest rate risk

 

Interest rate risk is the impact that changes in interest rates could have on the Company’s earnings and liabilities. The Company’s cash balances are not subject to significant interest rate risk as balances are current.

 

(b)Capital Management

 

The Company manages its capital to maintain its ability to continue as a going concern in order to pursue the exploration and evaluation of its mineral interests. The Company mainly relies on equity issuances to raise new capital. The capital structure of the Company includes the components of equity as well as cash and cash equivalents.

 

The Company prepares annual estimates of exploration and administrative expenditures and monitors actual expenditures compared to estimates to ensure that there is sufficient capital on hand to meet ongoing obligations. The Company maintains its cash in highly liquid short-term deposits which can be liquidated immediately without interest or penalty.

 

The Company’s overall strategy with respect to capital risk management has remained consistent for the period ended March 31, 2026.

 

16.SHARE CAPITAL

 

(a)Authorized

 

Authorized share capital consists of an unlimited number of common shares without par value. All issued shares are fully paid. No dividends have been paid or declared by the Company since inception.

 

(b)Issued

 

During the three months ended March 31, 2026 and 2025, the Company issued shares resulting from the following transactions:

 

2026 Transactions

 

i.The Company issued 37,500 common shares resulting from the exercise of stock options (See Note 18).

 

2025 Transactions

 

ii.On March 20, 2025, the Company issued 4,741,984 common shares, at a price of C$11.00 per share, resulting from the closing of the March 2025 – Private Placement for a total of $36,357,304 (C$52,161,824). Common share issue costs of $172,887 were cash based and were recognized as a reduction in share capital.

 

iii.The Company issued 252,167 common shares resulting from the exercise of stock options (See Note 18).

 

iv.The Company issued 2,250,000 common shares resulting from the exercise of warrants (See Note 10).

 

25

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

17.EARNINGS PER SHARE

 

(a)Basic

 

Basic earnings (loss) per share are calculated by dividing net income (loss) attributable to equity holders of the Company by the weighted average number of common shares outstanding as follows:

 

For the three months ended March 31  2026   2025 
         
Net loss  $(12,354,776)  $(16,927,932)
Weighted average number of common shares outstanding   92,557,340    78,709,287 
Basic net loss per common share  $(0.13)  $(0.22)

 

(b)Diluted

 

The Company incurred a net loss for each of the periods of three months ended March 31, 2026 and 2025; therefore, all outstanding stock options and share warrants have been excluded from the calculation of diluted loss per share since the effect would be anti-dilutive.

 

18.SHARE BASED PAYMENTS

 

The Company adopted a stock option plan (the “Plan”) pursuant to the Securities Act of Ontario (the “Act”). The aggregate maximum number of shares reserved for issuance under the Plan and all other security-based compensation arrangements (together “Share Compensation Arrangements”) at any given time is 10% of the Company’s issued and outstanding shares as at the date of the grant of the Share Compensation Arrangement. Any shares subject to a stock option under the Plan which have been exercised, cancelled, repurchased, expired or terminated in accordance with the Plan will again be available under the Plan.

 

Under the Plan, the Company may grant to directors, officers, employees, and consultants stock options to purchase common shares of the Company. Stock options granted under the Plan will be for a term not to exceed 10 years.

 

The continuity of stock options during the period were as follows:

 

   2026   2025 
   Number of stock options   Weighted average exercise price   Number of stock options   Weighted average exercise price 
       C$       C$ 
Outstanding, beginning of year   6,103,800    9.51    4,434,800    4.07 
Granted   600,000    25.43    200,000    8.32 
Exercised   (37,500)   4.59    (252,167)   3.01 
Cancelled / Forfeited   (10,000)   13.38    (50,000)   4.12 
Outstanding, March 31   6,656,300    10.96    4,332,633    4.33 

 

26

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

The following table summarizes information about stock options outstanding and exercisable as at March 31, 2026:

 

    Options Outstanding   Options Exercisable 
Range of
Price (C$)
   Number of Options Outstanding   Weighted average remaining contractual life (years)   Weighted average exercise price
(C$)
   Number of options exercisable   Weighted average remaining contractual life (years)   Weighted average exercise price
(C$)
 
 $2.00 – $3.00    1,680,300    1.04    2.87    1,680,300    1.04    2.87 
 $3.01 – $6.00    1,898,000    3.26    5.15    943,002    3.02    4.78 
 $6.01 – $9.00    333,000    3.16    7.50    199,667    2.68    6.95 
 $15.00 – $29.00    2,745,000    4.59    20.35             
     6,656,300    3.24    10.96    2,822,969    1.82    3.80 

 

Options outstanding as at March 31, 2026 vest every six or three months over a two to four-year period and have a term of five years. The unamortized portion of share-based expenses as of March 31, 2026, is $12,753,844. This amount remains to be recognized in future periods.

 

The following is a summary of the stock options granted during the period, the fair values and the assumptions used in the Black-Scholes option pricing formula:

 

For the three months ended March 31  2026   2025 
         
Number of options granted   600,000    200,000 
Weighted average share price on grant date   C$25.43    C$8.32 
Weighted average risk-free interest rate   2.65%   2.65%
Weighted average dividend yield   Nil    Nil 
Weighted average stock price volatility   54.37%   55.95%
Weighted average period to expiry (years)   4.12    3.50 
Weighted average grant date fair value per share  $18.66   $5.81 

 

For the three months ended March 31, 2026, the Company has recognized $1,446,248 (three months ended March 31, 2025 – $346,702), as general and administration expense in the consolidated statement of operations in respect of the amortization of the share-based compensation.

 

19.EXPENSES BY NATURE

 

(a)Exploration and evaluation

 

Exploration and evaluation expense is made up of the following:

 

   For the
three months
ended
March 31,
2026
   For the
three months
ended
March 31,
2025
 
   $   $ 
Drilling services   3,484,481    2,254,478 
Option payments and fees (i)   648,617    358,078 
Salaries and benefits   1,201,397    708,244 
Field costs, surveys and other   882,654    397,476 
Consulting and professional fees   319,280    178,905 
Studies and technical evaluations   560,038     
Assaying   386,947    356,003 
Transportation and meals   597,102    204,629 
Communities   198,284    115,531 
Security   458,099    89,923 
Geophysics   25,608     
Depreciation and amortization   314,944    183,766 
    9,077,451    4,858,769 

 

i.For the three months ended March 31, 2026, the Company recognized option payments of $404,056 (three months ended March 31, 2025 - $275,540)\.

 

27

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

(b)General and administration

 

General and administration expense is made up of the following:

 

   For the
three months
ended
March 31,
2026
   For the
three months
ended
March 31,
2025
 
   $   $ 
Salaries and benefits   706,196    597,536 
Share-based compensation   1,446,248    346,703 
Consulting and professional fees   819,795    320,718 
Travel and entertainment   401,414    143,429 
Insurance   142,441     
Office administration   144,825    162,562 
Regulatory and compliance fees   129,970    189,289 
Investor relations   50,296    73,277 
Directors’ fees and expenses   63,000    53,000 
Depreciation and amortization   84,602    11,780 
    3,988,787    1,898,294 

 

(c)Finance costs

 

Finance costs are made up of the following:

 

   For the
three months
ended
March 31,
2026
   For the
three months
ended
March 31,
2025
 
   $   $ 
Interest accretion expense (i)   186,916    66,560 
Other finance expenses   53,572    19,754 
    240,488    86,314 

 

i.Interest accretion expense or amortization of the discount is in respect of the lease liability and other long-term liabilities (See Note 11 and Note 12).

 

20.CASH FLOW INFORMATION

 

Operating Activities

 

Net changes in working capital items:

 

   For the
three months
ended
March 31,
2026
   For the
three months
ended
March 31,
2025
 
   $   $ 
Receivables and prepaid expenses   (1,032,672)   (551,256)
Accounts payables and accrued liabilities   807,545    979,255 
    (225,127)   427,999 

 

28

 

 

COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)

 

 

 

21.COMMITMENTS, OPTION AGREEMENTS AND CONTINGENCIES

 

Commitments

 

As at March 31, 2026, the Company had the following contractual commitments and obligations:

 

   Total   Less than 1
Year
   Years 2 – 5   After 5
Years
 
   $   $   $   $ 
Lease commitments (a)   508,510    508,510         
Service contracts (b)   6,561,527    6,561,527         
    7,070,037    7,070,037         

 

(a)Lease commitments represent contractual lease payments payable over future periods.
  
(b)Service contracts represent commitments in respect of drilling.

 

Option Agreements

 

The Company has the option to terminate its option agreements at any time. Future expenditures are therefore dependent on the success of exploration and development programs and a decision by management to continue or exercise its option(s) for the relevant project and agreement.

 

As at March 31, 2026, the expected timing of payments, in respect of the Company’s option agreements under the assumption that the Company continues to exercise its option(s) for the relevant project and agreement are as follows:

 

   Total  

Less than

1 Year

   Year 2   Year 3   Year 4   After 4
years
 
   $   $   $   $   $   $ 
Second Guayabales Option   5,050,000    250,000    250,000    250,000    2,150,000    2,150,000 
Third Guayabales Option   7,400,000    1,480,000    1,480,000    1,480,000    1,480,000    1,480,000 
Fourth Guayabales Option (a)   7,000,000            7,000,000         
First San Antonio Option (b)   4,000,000    750,000    750,000            2,500,000 
Other Option agreements (c)   2,074,523    1,066,349    1,008,174             

Balance

   25,524,523    3,546,349    3,488,174    8,730,000    3,630,000    6,130,000 

 

(a)Includes a one-time payment of $7,000,000 on October 1, 2028, to exercise the option agreement (See Note 7 (a)(iii)).

 

(b)Includes a one-time payment of $2,500,000 in lieu of the NSR upon reaching commercial production (See Note 7 (b)(i)).

 

(c)Amounts disclosed related to the option agreements to purchase surface rights (See Note 7 (a)(iv) and 7 (a)(v)).

 

Environmental Contingencies

 

The Company’s exploration activities are subject to Colombian laws and regulations governing the protection of the environment. These laws are subject to change and may generally become more restrictive. The Company may be required to make future expenditures to comply with such laws and regulations, the amounts for which are not determinable and have not been recognized in the consolidated financial statements.

 

22.SUBSEQUENT EVENTS

 

On April 17, 2026, the Company entered into an agreement of purchase and sale for certain land parcels and surface rights related to the Guayabales Project for total consideration of $774,530. The agreement establishes an initial payment of $165,970 to be made in April 2026, followed by additional payments totalling $442,588 in 2026, and $165,972 in 2027.

 

On May 13, 2026, the Company filed a new short form base shelf prospectus which will allow the Company to issue common shares, warrants, subscriptions receipts, debt securities, units (comprised of more than one of common shares, debt securities, subscription receipts and/or warrants) or a combination thereof up to an aggregate total of C$500,000,000 for a period of 25 months. The new base shelf prospectus replaces the one approved on December 6, 2023 which expired in January 2026.

 

29

 

Exhibit 99.2

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

of Results of Operation and Financial Condition

For the three months ended March 31, 2026

 

 

The following management’s discussion and analysis (“MD&A”) of the consolidated operations and financial position of Collective Mining Ltd. and its subsidiaries (“CML” or the “Company”) for the three months ended March 31, 2026 the Company’s interim condensed consolidated financial statements (unaudited) (“Interim Consolidated Financial Statements”) and related notes for the three months ended March 31, 2026, which have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). Management is responsible for the preparation of the interim consolidated financial statements and other financial information relating to the Company included in this report. The information included in this MD&A is as of May 13th, 2026, the date when the Board of Directors, approved the Company’s Interim Consolidated Financial Statements for the three months ended March 31, 2026. All monetary amounts included in this report are expressed in United States (“U.S.”) dollars (“$”), the Company’s reporting and functional currency, unless otherwise noted. References to C$ and COP are to Canadian dollars and Colombian pesos, respectively. This MD&A contains forward-looking information and should be read in conjunction with the risk factors described in the “Caution Regarding Forward-Looking Information” section.

 

 

 

Table Of Contents

 

Description Of Business 1
2026 Summary And Highlights 1
Business Transaction 3
Exploration Summary 4
Selected Consolidated Financial Information 10
Summary Of Consolidated Quarterly Results 13
Liquidity And Management Of Capital Resources 13
Equity And Warrants 15
Trends And Risks That Affect The Company’s Financial Condition 15
Contractual Obligations, Commitments And Option Agreements 16
Related Party Transactions 16
Financial Instruments And Related Risks 17
Off-Balance Sheet Arrangements 17
Market Trends 17
Critical Accounting Estimates And Judgements 18
Changes In Accounting Policies 18
Internal Control Over Financial Reporting And Disclosure Controls And Procedures 18
Emerging Market Disclosure 19
Risks And Uncertainties 23
Caution Regarding Forward-Looking Information 23
Corporate Information 24

 

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DESCRIPTION OF BUSINESS

 

Collective Mining Ltd. (“CML”) and its subsidiaries (collectively referred to as the “Company”) are principally engaged in the acquisition, exploration and development of mineral properties located in Colombia. The Company principally carries on business through an Ontario corporation and a foreign company branch office in Colombia.

 

The Company’s common shares began trading on the Toronto Stock Venture Exchange (the “TSXV”) on May 20, 2021, under the symbol “CNL”. On July 18, 2022, the Company’s shares began trading on the OTCQX® Best Market under the symbol “CNLMF”. Effective September 6, 2023, CML’s common shares were voluntarily delisted from the TSXV and began trading on the Toronto Stock Exchange (“TSX”) under their current stock symbol “CNL”. On July 17, 2024, CML’s common shares were voluntarily delisted from the OTCQX® Best Market and began trading on the NYSE American LLC under the symbol “CNL”.

 

The registered office of CML is located at 82 Richmond St E, 4th Floor, Toronto, Ontario, Canada and its corporate head office is located at 201 South Biscayne Boulevard, Suite 2210, Miami, Florida, USA.

 

CML and its subsidiaries (collectively referred to as the “Company”) is an advanced exploration company and is principally engaged in the acquisition, exploration and development of mineral properties located in Colombia.

 

The Company currently holds surface rights, mining titles, mining applications and option agreements to explore and acquire two exploration projects in Colombia, South America; the Guayabales Project and the San Antonio Project.

 

2026 SUMMARY AND HIGHLIGHTS

 

Q1 2026 Business Highlights

 

On January 19, 2026, the Company announced the appointment of Carlos Andres Santos as Executive Vice President.

 

On February 25, 2026, the Company announced the appointment of Russell Evans as Executive Vice President Exploration.

 

On January 26, 2026, the Company fully settled the outstanding balance of $1.5 million related to the First Guayabales Option agreement.

 

On February 25, 2026, the Company entered into an agreement of purchase and sale for certain land parcels for total consideration of $10.5 million. Upon execution of the agreement, the Company made an initial payment of $0.2 million. The agreement establishes additional payments of $2.1 million to be made in each of 2026, 2027, and 2028, and payments of $2.0 million in 2029 and 2030.

 

On March 10, 2026, the Company entered into an agreement of purchase and sale for certain land parcels for total consideration of $33.6 million. Upon execution of the agreement, the Company made an initial payment of $3.22 million. The agreement establishes additional payments of $3.22 million to be made in 2026, $7.9 million in 2027, and payments of $6.42 million in 2028, 2029 and 2030.

 

Beginning after the execution of the public deed, the outstanding balance of the purchase price accrues interest at a rate of 6.0% effective annual interest, which is payable together with each scheduled instalment.

 

The payment of certain instalments is subject to specific conditions precedent, which are as follows:

 

(i)The second instalment, due March 30, 2026, is conditional upon the constitution and registration of a mortgage over the properties in favor of the Company and certain customary conditions including the discharge of an existing mortgage held by a third party in Colombia.

 

(ii)The fourth instalment, due July 7, 2028, is conditional upon execution and registration of the final public deed of sale in favor of the Company.

 

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On March 16, 2026, the Company announced that the Company will be added to the Junior Gold Miners Index (the “GDXJ) effective at market close on March 20, 2026, pursuant to the index’s most recent review and rebalance. The Company also announced that it has relocated its executive headquarters from Toronto, Ontario, to Miami, Florida.

 

On March 20, 2026, the Company entered into an agreement of purchase and sale for certain land parcels for total consideration of $2.0 million. The agreement establishes an initial payment of $0.24 million to be made in March 2026, followed by additional payments totalling $0.78 million in 2026, and $1.02 million in 2027. The second payment, due in April 2026 in the amount of $0.28 million, is subject to the seller completing the registration of a mortgage over the property in favor of the Company.

 

On March 27, 2026, the Company entered into an irrevocable agreement for the acquisition of rights derived from a mining concession application related to the Trap target at the Guayabales Project for total consideration of $3.48 million. The agreement establishes an initial payment of $1.16 million to be made in April 2026, followed by two additional equal payments of $1.16 million in 2027 and 2028. Under the terms of the agreement, the Company will assume all legal, technical, environmental, economic and administrative obligations related to the concession and its assignment process. Execution of the final assignment agreement is subject to the granting of the mining title by the ANM to the current applicants, and the subsequent registration of the assignment of the mining title in favor of the Company.

 

Subsequent to quarter-end:

 

On April 17, 2026, the Company entered into an agreement of purchase and sale for certain land parcels and surface rights related to the Guayabales Project for total consideration of $0.78 million. The agreement establishes an initial payment of $0.17 million to be made in April 2026, followed by additional payments totalling $0.44 million in 2026, and $0.17 million in 2027.

 

On May 13, 2026, the Company filed a new short form base shelf prospectus which will allow the Company to issue common shares, warrants, subscriptions receipts, debt securities, units (comprised of more than one of common shares, debt securities, subscription receipts and/or warrants) or a combination thereof up to an aggregate total of C$500 million for a period of 25 months. The new base shelf prospectus replaces the one approved on December 6, 2023 which expired in January 2026.

 

Q1 2026 Exploration Highlights

 

Guayabales Project

 

During the quarter, the Company continued its drilling campaign with a focus on the near surface mineralization and the Ramp Zone.

 

San Antonio Project

 

During the quarter, the Company continued drilling at the San Antonio project and released assay results highlighting the discovery of a silver dominant vein system starting at surface.

 

Q1 2026 Operating and Financial Results

 

Results for the three months ended March 31, 2026 was a net loss of $12.4 million ($0.13 per share).

 

Exploration expense for the three months ended March 31, 2026 was $9.1 million, including $8.1 million relating to the Guayabales Project and $1.0 million relating to the San Antonio Project.

 

Operating cash outflow for the three months ended March 31, 2026 was $10.6 million.

 

Net financing cash outflow for the three months ended March 31, 2026 was $0.24 million.

 

Cash and cash equivalents at March 31, 2026 was $113.3 million (December 31, 2025 – $129.6 million)

 

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BUSINESS TRANSACTION

 

2025 Bought Deal Offering (the “October 2025 Offering”)

 

On October 8, 2025, the Company closed the October 2025 Offering for a total of C$125.4 million ($89.9 million) which consisted of the sale of 6,600,000 shares at a price of C$19.00 per share.

 

2025 Non-Brokered Private Placement (the “October 2025 Private Placement”)

 

On October 8, 2025, the Company completed a non-brokered private placement with a strategic investor for a total of C$15.0 million ($10.8 million) which consisted of the sale of 789,473 shares at a price of C$19.00 per share to top-up its ownership interest in the Company.

 

2025 Non-Brokered Private Placement (the “March 2025 Private Placement”)

 

On March 20, 2025, the Company completed a non-brokered private placement with a strategic investor for a total of C$52.2 million ($36.4 million) which consisted of the sale of 4,741,984 shares at a price of C$11.00 per share.

 

Concurrently with the closing of the March 2025 Private Placement, Agnico Eagle exercised all of the common share purchase warrants of the Company (each, a “Warrant”) it held to acquire an additional 2,250,000 Shares at a price of C$5.01 per Share for aggregate consideration of C$11.3 million ($7.9 million).

 

2024 Bought Deal Offering (the “October 2024 Offering”)

 

On October 31, 2024, the Company closed the October 2024 Offering for a total of C$40.3 million ($28.9 million) which consisted of the sale of 8,050,000 shares at a price of C$5.00 per share.

 

2024 Non-Brokered Private Placement (the “October 2024 Private Placement”)

 

On October 31, 2024, the Company completed a non-brokered private placement with a strategic investor for a total of C$6.1 million ($4.4 million) which consisted of the sale of 1,226,235 shares at a price of C$5.00 per share to top-up its ownership interest in the Company.

 

2024 Non-Brokered Private Placement (the “March 2024 Offering”)

 

On March 4, 2024, the Comany closed the March 2024 Offering for a total of C$18.9 million ($13.9 million) which consisted of the sale of 4,500,000 units at a price of C$4.20 per unit.

 

Each Unit consisted of one common share of CML and one-half share purchase warrant of CML (each whole warrant, a “Subscription Warrant”). Each Subscription Warrant has an exercise price of C$5.01 with an expiry date on March 4, 2027.

 

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EXPLORATION SUMMARY

 

The following is a summary of exploration expenditures incurred for three months ended March 31, 2026 and 2025:

 

   2026   2025 
For the three months ended March 31  San Antonio   Guayabales   Total   Total 
   $   $   $   $ 
Drilling services   325,167    3,159,314    3,484,481    2,254,478 
Salaries and benefits   96,975    1,104,422    1,201,397    708,244 
Option payments and fees   150,000    498,617    648,617    358,078 
Assaying   98,974    287,973    386,947    356,003 
Field costs, surveys and other   73,432    809,224    882,656    397,475 
Transportation and meals   142,659    454,443    597,102    204,629 
Consulting, professional fees and technical assistance   44,779    274,501    319,280    178,905 
Community expenses   16,005    182,279    198,284    115,531 
Geophysics   8,510    17,098    25,608    11,736 
Studies and technical evaluation       560,038    560,038     
Security   54,568    403,531    458,099    89,923 
Depreciation and amortization   25,058    289,886    314,944    183,767 
    1,036,127    8,041,324    9,077,451    4,858,769 

 

   2026   2025 
For the three months ended March 31  San Antonio   Guayabales   Total   Total 
   $   $   $   $ 
Owned by the Company       10,972,803    10,972,803    825,313 
                     
Option agreements:                    
Guayabales I               3,086,783 
Guayabales II       250,000    250,000    250,000 
Guayabales III                
Guayabales IV                
Other agreements   1,036,127    4,056    1,040,183    696,673 
    1,036,127    11,226,859    12,262,986    4,858,769 

 

1.This table presents the expenditures incurred in respect of the properties comprising the Guayabales and San Antonio projects, which are either owned by or subject to option agreements held by the Company.

 

Guayabales Project

 

The Guayabales Project consists of mining titles, exploration applications, mining concession option agreements and a number of surface rights option agreements. The Guayabales Project is located in the Middle Cauca belt in the Department of Caldas, Colombia.

 

The Company has entered into four option agreements (the “First Guayabales Option”, the “Second Guayabales Option”, the “Third Guayabales Option” and the “Fourth Guayabales Option”) with third parties to explore, develop and acquire exploration property within the Guayabales Project.

 

On June 23, 2025, the Company accelerated the terms of the First Guayabales Option agreement, resulting in the transfer of 100% of the mining concession to the Company. The formal transfer was completed on December 30, 2025, at which time the mining concession was formally transferred and registered in the Company’s name with the Colombian National Mining Agency (Agencia Nacional de Minería, “ANM”).

 

In October 2023 and May 2024, the Company secured option agreements to purchase surface rights.

 

In September 2025, the Company secured two additional option agreements (the “Third Guayabales Option” and the “Fourth Guayabales Option”) with third parties to explore and acquire mining concessions.

 

In 2025, the Company completed several land acquisitions within the Guayabales Project area to consolidate strategically located properties for the future infrastructure and operational development of the Apollo discovery. This consolidation strategy continued into the first quarter of 2026, with the Company completing additional land acquisitions under similar arrangements.

 

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Mining Concession, Land and Access Consolidation

 

During 2026, the Company continued advancing the consolidation of its mining concessions, mining applications and land position within the Guayabales Project through a combination of (a) mining concession and application purchases, (b) land acquisitions (including surface rights agreements) and (c) option agreements covering mining concessions, and surface rights.

 

These transactions are intended to secure strategic areas and ensure continued operational access for exploration and development activities associated with the Guayabales Project.

 

Surface rights and land purchase agreements allow for unrestricted use and control of the acquired land. Surface rights agreements are purchased from vendors who have possession of the property over a statutory period while land purchase agreements include the purchase of land which title is also registered in the official cadastre.

 

a)Mining Concession and Application Purchase Agreement

 

First Guayabales Option – Fully Executed

 

On June 24, 2020, the Company entered into the First Guayabales Option to acquire a 100% interest in the property.

 

On June 23, 2025, the Company exercised the option and entered into an addendum with the optionor to accelerate the remaining consideration. The total consideration remained unchanged from the original agreement.

 

During the year ended December 31, 2025 and in January 2026, the Company accelerated and fully settled all remaining payments under the agreement. Accordingly, as at January 26, 2026, there are no outstanding obligations related to the First Guayabales Option.

 

While the cost associated with the acquisition of the Guayabales mining concession contract has been capitalized as an exploration and evaluation asset, the Company continues to expense other exploration and evaluation expenditures as incurred. These include costs related to exploratory drilling, sampling, surveying, equipment rentals, and similar field-based activities, which do not meet the criteria for capitalization under the Company’s accounting policy.

 

Other Mining Concessions

 

On July 16, 2025, the Company has recognized a financial liability as a result of the acquisition of a mining concession under a two-year term for a total consideration of $0.75 million.

 

The total amount of $0.75 million will be paid as follows:

 

An initial instalment of $0.375 million was paid in July 2025, and
   
Annual instalments of $0.19 million to be paid in 2026 and 2027.

 

As at March 31, 2026, the remaining fair value of the long-term liability outstanding for this agreement is $0.33 million.

 

Other Mining Applications

 

On March 27, 2026, the Company entered into an irrevocable agreement to acquire rights derived from a mining concession application related to theTrap target at the Guayabales Project for total consideration of $3.5 million, payable in three equal installments through 2028.

 

Completion of the assignment is contingent upon the granting of the mining title by the National Mining Agency (“ANM”) to the current applicants and the subsequent registration of the assignment in favor of the Company.

 

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In accordance with the Company’s accounting policy under IFRS 6, the total consideration owing to the optionor under the amended agreement has been reflected as a mining concession contract with a corresponding financial liability.

 

The total amount of US$3.5 million will be paid as follows:

 

An initial total instalment of $1.16 million to be paid in April 2026,
   
Annual instalments of $1.17 million to be paid in 2027 and 2028.

 

As at March 31, 2026, the remaining fair value of the long-term liability outstanding for this agreement is $3.2 million.

 

b)Land Acquisition Agreements

 

In 2025, the Company completed land acquisitions within the Guayabales Project area. These acquisitions consolidate ownership of areas strategically located for the future infrastructure and operational development of the Apollo discovery. This consolidation strategy continued during the first quarter of 2026, with the Company completing additional land acquisitions.

 

Land additions in 2026 include the following:

 

On February 25, 2026, the Company entered into a four-year agreement to acquire land with fixed terms of payment for a total consideration of $10.6 million. The present value of the total consideration is determined to be $8.9 million using a discount rate of 9.50% for the period 2026–2030. Accordingly, land has been recognized at this amount, with a corresponding financial liability recorded.

 

On March 10, 2026, the Company entered into a four-year agreement to acquire land with fixed terms of payment for a total consideration of $33.6 million. The present value of the total consideration is determined to be $28.2 million using a discount rate of 9.50% for the period 2026–2030. Accordingly, land has been recognized at this amount, with a corresponding financial liability recorded.

 

On March 20, 2026, the Company entered into a two-year agreement to acquire land with fixed terms of payment for a total consideration of $2 million. The present value of the total consideration is determined to be $1.9 million using a discount rate of 9.50% for the period 2026–2027. Accordingly, land has been recognized at this amount, with a corresponding financial liability recorded.

 

These acquisitions consolidate ownership of areas strategically located for the future infrastructure and operational development of the Apollo discovery.

 

c)Option Agreements

 

The option agreements are consistent with the Company’s strategy to maintain flexibility in expanding its resource base while managing capital allocation and development timing.

 

(i)Mining Concession Option Agreements - Outstanding

 

Details of the mining concession option agreements are as follows:

 

Second Guayabales Option

 

On January 4, 2021, the Company entered into the Second Guayabales Option. This option agreement represents 5% of the total mineral concession area of the Guayabales Project. The terms of the agreement are as follows:

 

Phase 1:

 

The option agreement provides the Company the right to explore the property within the Second Guayabales Option over a four-year term, expiring on January 2, 2025, for total payments over the term of the agreement of $1.75 million. The Company has met its commitments under Phase 1 of the agreement.

 

Phase 2:

 

The option agreement provides the Company the right to explore the property within the Second Guayabales Option over a second four-year term between January 2, 2025 to January 2, 2029 for total payments over the term of $1.0 million.

 

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Phase 3:

 

Upon completion of Phase 2, the Company is required to pay a total of $4.3 million over a two-year period ending on January 2, 2031 to acquire 100 percent of the property within the Second Guayabales Option.

 

The exploration and development program for the Second Guayabales Option, including the amount of expenditures, is at the sole discretion of the Company during the term of the agreement.

 

Summary:

 

The following is a summary of the option payments to acquire the mining concession under the Second Guayabales Option:

 

   $ 
Total Phase 1  1,750,000 
Total Phase 2   1,000,000 
Total Phase 3   4,300,000 
    7,050,000 

 

The Company may terminate the agreement at any time, upon notification to the optionor.

 

For the three months ended March 31, 2026, the Company has recognized $0.25 million (three months ended March 31, 2025 – $0.25 million), related to option payments, as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss in respect of Phase I of the Second Guayabales Option.

 

As at March 31, 2026, and from inception of the agreement, the Company has made total option payments of $2.0 million.

 

Third Guayabales Option

 

On September 18, 2025, the Company entered into the Third Guayabales Option agreement to acquire mining concessions and one application, which represent approximately 21% of the total mineral concession of the Guayabales Project, with total payments of $10.2 million over a five-year period as follow:

 

An initial instalment of $2.8 million is payable in 2025, of which $0.3 million had been paid as of September 30, 2025. The remaining balance was paid in October 2025;

 

Annual instalments of $1.48 million each year from 2026 through 2030.

 

Under the terms of the option agreement, the optionor and the Company are required to submit applications for the transfer of 100% of the concessions to the Company within 30 days of the execution of the agreement. The Company assumes exclusively responsibility for the management and execution of all activities within the concession areas.

 

The Company has the option to terminate the agreement at any time, upon notification to the optionor.

 

For the first three months ended March 31, 2026, the Company has not made any payments related to this contract.

 

As at March 31, 2026, and from the inception of the agreement, the Company has made total option payments of $2.8 million.

 

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Fourth Guayabales Option

 

On September 18, 2025, the Company entered into the Fourth Guayabales Option agreement with one owner to acquire a mining concession. This option agreement represents 1% of the total mineral concession of the Guayabales Project.

 

Under the terms of an option agreement, the Company has the right to explore the mining concession up until October 1, 2028, at which point it can decide to acquire the mining concession by making a one-time payment of $7.0 million.

 

The Company has the option to terminate the agreement at any time, upon notification to the optionor.

 

(ii)Surface Rights Agreements

 

These agreements grant the Company the right to use the land but not operational control or immediate ownership. The contracts include termination clauses in favour of the Company and payments are structured based on annual or specific terms. Following full compliance with payment obligations, the Company may initiate administrative and registration procedures with Colombian authorities to record such rights in the public registry and, subsequently, pursue formal recognition of ownership of the underlying land. According to the accounting policy adopted by the Company, these payments are recognized as exploration and evaluation expenditures and are expensed as incurred.

 

These surface rights ensure continuity of field operations and support near-term infrastructure planning without requiring immediate capital commitments for full land acquisition.

 

The Company has secured surface rights agreements that encompass the Apollo system with details as follows:

 

October 2023

 

On October 17, 2023, the Company entered into two option agreements with third parties to acquire surface rights over a four-year period. These option agreements replace and supersede the previous option agreements to acquire surface rights. The option agreements provide the Company the right to explore and acquire the property over a four-year term, expiring on April 30, 2027, for total payments over the term of the agreements of $4.4 million.

 

The Company may terminate the agreement at any time, upon notification to the optionor.

 

For the first three months ended March 31, 2026, the company has not made any payments related to this contract.

 

As at March 31, 2026, and from inception of the agreement, the Company has made total option payments of $2.35 million.

 

May 2024

 

On May 23, 2024, the Company entered into three option agreements with third parties to acquire surface rights. The option agreements provide the Company the right to explore and acquire the property. One agreement concluded on April 23, 2025, one agreement concluded on August 23, 2025, and the other one concludes on September 23, 2027. Upon conclusion of each agreement, the Company becomes the owner of the mentioned surface rights. Total payments over the term of the three agreements is $0.3 million.

 

The Company has the option to terminate the agreement at any time, upon notification to the optionor.

 

For the three months ended March 31, 2026, the Company has recognized option payments of $0.004 million (three months ended March 31, 2025 – $0.025 million), as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss.

 

As at March 31, 2026, and from inception of the agreement, the Company has made total option payments of $0.28 million.

 

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Exploration activities

 

During the quarter, the Company continued with its drilling campaign at the Guayabales Project. Drilling continued to define and expand the Ramp Zone as well as define and expand the shallow portion of the Apollo system.

 

For the three months ended March 31, 2026, the Company recognized a total of $8.1 million (three months ended March 31, 2025 – $3.3 million) as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss in respect of the Guayabales Project, including option payments of $0.25 million (three months ended March 31, 2025 – $0.2 million).

 

San Antonio Project

 

The Company has entered into two option agreements (the “First San Antonio Option” and the “Second San Antonio Option”) with third parties to explore, develop and acquire the mining concession and properties within the San Antonio Project.

 

First San Antonio Option

 

On July 9, 2020, the Company entered into an option agreement with a third party to acquire the San Antonio Project. The San Antonio Project is located approximately 80km south of Medellín and is situated in the Middle Cauca belt in the Department of Caldas, Colombia.

 

The option agreement provides the Company the right to explore, develop and acquire 100 percent of the mining concession over a seven-year term, expiring on July 9, 2027, for total payments over the term of the agreement of $2.5 million. The Company has the option to pay an additional $2.5 million to the optionor upon reaching commercial production in exchange for the 1.5% NSR. This option agreement represents 100% of the total mineral concession area of the San Antonio Project.

 

Option payments under the agreement are as follows:

 

   $ 
August 8, 2020   30,000 
July 9, 2021   50,000 
July 9, 2022   100,000 
July 9, 2023   150,000 
July 9, 2024   250,000 
July 9, 2025   420,000 
July 9, 2026   750,000 
July 9, 2027   750,000 
    2,500,000 
Upon reaching commercial production   2,500,000 
    5,000,000 

 

The Company may terminate the agreement at any time, upon notification to the optionor. In addition, the Company may acquire 100 percent of the property at any time prior to the expiration of the agreement by paying all remaining amounts under the agreement.

 

The exploration and development program, including the amount of expenditures, is at the sole discretion of the Company during the term of the agreement.

 

For the three months ended March 31, 2026, the Company has recognized $0.85 million (three months ended March 31, 2025 – $0.67 million), including option payments of $nil (three months ended March 31, 2025 – $nil), as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss.

 

As at March 31, 2026, and from inception of the amended agreement, the Company has made total option payments of $1.0 million.

 

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Second San Antonio Option

 

On June 13, 2024, the Company entered into an initial easement agreement with a third party for a total consideration of $0.05 million. The agreement granted the Company certain surface access rights within a defined geographic area within the San Antonio Project.

 

Subsequently, on October 29, 2024, the Company and the optionor amended and expanded the original agreement. Under the modified terms, the Company obtained a right of first refusal to acquire properties (land and surface rights) within the same area. This arrangement provides the Company with the opportunity, but not the obligation, to acquire such properties in the future, with terms and conditions to be determined at the time of acquisition, until December 31, 2026.

 

The total consideration agreed under the amended agreement amounts to $0.50 million, payable in instalments as follows:

 

an initial instalment of $0.10 million paid in 2024;
   
an additional instalment of $0.25 million scheduled for payment in 2025, of which $0.15 million was paid as of September 30, 2025, and the remaining $0.10 million was paid in October 2025; and
   
A final instalment of $0.15 million was paid in January 2026.

 

On February 25, 2026, the Company entered into a four-year agreement with a third party to acquire this land with fixed terms of payment for a total consideration of $10.6 million.

 

The Company has the option to terminate the agreement at any time, upon notification to the optionor.

 

Exploration activities

 

During 2021, the Company initiated a maiden 5,000-meter drill program on the San Antonio Project. The aim of the program was to initially determine the near surface geometry of three targets and once defined, begin testing the potential for multiple, concealed, mineralized porphyry and breccia bodies within an area measuring approximately 2 kilometers x 1 kilometers (“km”). Surface work in this area had outlined anomalous gold and molybdenum soil values in association with altered porphyry intrusive bodies, porphyry-related stockwork quartz veining, hydrothermal breccias and polymetallic veins. To date, the Company has made a significant grassroot discovery at the Pound target, one of the three targets generated at the San Antonio Project.

 

In the year 2022, the Company conducted an IP survey to further delineate the drill targets and in 2023 and in the first nine months of 2024, the Company conducted reconnaissance field work to further delineate targets for follow up drilling.

 

On January 27, 2025, the Company announced the re-commencement of drilling works at the San Antonio Project. Drilling continued throughout the quarter with the Company announcing the discovery of a silver rich vein system outcropping at surface.

 

For the three months ended March 31, 2026, the Company recognized a total of $1.0 million (three months ended March 31, 2025 – $0.67 million) as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss in respect of the San Antonio Project.

 

SELECTED CONSOLIDATED FINANCIAL INFORMATION

 

The Company’s presentation and functional currency are U.S. dollars.

 

As at  March 31,
2026
   December 31,
2025
   December 31,
2024
 
   $   $   $ 
Consolidated Financial Position            
Cash and cash equivalents   113,334,135    129,647,421    38,930,957 
Total assets   186,923,143    158,045,765    42,556,391 
Non-current liabilities   28,320,832    4,255,225    72,732 
Working capital1   91,373,199    122,592,235    37,302,233 
Equity   134,345,674    145,127,536    37,008,166 

 

1.Working capital is a non-GAAP measure and represent current assets less current liabilities, excluding warrants liability.

 

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Total assets increased to $186.9 million as at March 31, 2026, from $158.0 million as at December 31, 2025, primarily driven by a significant increase in property, plant and equipment, mainly related to land acquisitions within the Guayabales Project, and the addition of a new mining title following an irrevocable agreement to acquire rights derived from a mining concession application related to the Trap target at the Guayabales Project.

 

Cash and cash equivalents decreased to $113.3 million from $129.6 million as at December 31, 2025. The decrease is mainly attributable to cash used in investing activities, particularly for land acquisitions, as well as ongoing operating expenditures, partially offset by the strong cash position resulting from prior-year financing activities.

 

Mining concession assets increased during the period to $14.8 million (December 31, 2025: $11.6 million). This increase is primarily attributable to an agreement to acquire rights related to a mining concession application agreement for the value of $3.1 million.

 

Property, plant and equipment increased significantly during the period to $52.1 million (December 31, 2025: $11.2 million). This increase is primarily attributable to land acquisitions completed during the first quarter of 2026, with total additions of approximately $39.5 million, reflecting the Company’s continued consolidation of strategically located land parcels within the Guayabales and San Antonio Project areas. These acquisitions are intended to support future infrastructure development and exploration activities, particularly around the Apollo discovery.

 

Working capital decreased to $91.3 million from $122.6 million as at December 31, 2025, mainly due to the utilization of cash to fund investing and operating activities, as well as an increase in the current portion of long-term liabilities associated with land acquisition commitments.

 

Equity decreased to $134.3 million from $145.1 million as at December 31, 2025, primarily reflecting the net loss incurred during the period, partially offset by the Company’s strong capital base established through prior financing activities.

 

Non-current liabilities increased significantly to $28.3 million as at March 31, 2026, from $4.3 million as at December 31, 2025. This increase is mainly attributable to the recognition of long-term financial liabilities associated with land acquisitions and a mining title application related to the Guayabales Project and San Antonio Project.

 

During the quarter, the Company recognized total additions of approximately $49.7 million (nominal value) in long-term obligations, primarily related to multiple land acquisition agreements, as well as a mining title application agreement. These liabilities were initially recognized at their present value using a discount rate of approximately 9.50%.

 

As a result, total long-term liabilities (including current portions) increased to $41.8 million as at March 31, 2026, compared to $4.7 million at December 31, 2025. The increase reflects the Company’s strategic shift toward securing land and mineral rights through structured payment arrangements over multiple years.

 

The Company continued to advance its strategy of consolidating land ownership within the Guayabales and San Antonio Project. During the first quarter of 2026, the Company entered into multiple land acquisition agreements with a total nominal consideration exceeding $46.2 million, recorded at a present value of approximately $38.3 million.

 

These acquisitions are structured over periods ranging from two to four years and are intended to secure key areas required for future exploration, infrastructure development, and potential mining operations.

 

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In addition, the Company entered into an agreement to acquire rights related to a mining concession application for total consideration of $3.5 million, further strengthening its strategic land and mineral rights position in the district.

 

  

Three months ended March 31

(Unaudited)

 
   2026   2025   2024 
    $    $    $ 
Consolidated Operating Results               
Exploration and evaluation expenses   (9,077,451)   (4,858,769)   (3,838,520)
General and administration   (3,988,787)   (1,898,294)   (1,203,178)
Gain (Loss) on revaluation of warrants liability       (10,564,474)   371,514 
Net loss and comprehensive loss   (12,354,776)   (16,927,932)   (4,725,236)
Basic and diluted loss per common share   (0.13)   (0.22)   (0.07)

 

Three months ended March 31, 2026 and 2025

 

Exploration and Evaluation Expenses

 

Exploration and evaluation expenses for the three months ended March 31, 2026 were $9.1 million, compared to $4.9 million for the same period in 2025, representing an increase of $4.2 million.

 

The increase primarily reflects a higher overall cost of exploration activities during the period, despite drilling activity remaining consistent year-over-year. The Company completed approximately 12,226 meters of drilling in Q1 2026, compared to 12,244 meters in Q1 2025. Notwithstanding the similar level of drilling, drilling services costs increased by approximately $1.2 million, primarily due to higher unit costs per meter following adjustments to drilling contract rates in 2026.

 

Salaries and benefits increased by approximately $0.5 million, reflecting the continued expansion of the Company’s technical and operational teams to support exploration activities.

 

Field costs, surveys and other expenses increased by approximately $0.5 million, while transportation and meals increased by approximately $0.4 million, both consistent with sustained field activity levels.

 

Security costs increased by approximately $0.4 million, reflecting expanded operational requirements and broader field presence.

 

In addition, the Company incurred $0.6 million in studies and technical evaluations during the period (2025: nil), related to advancing its projects to the next stage of development.

 

General and Administration Expenses

 

General and administration expenses for the three months ended March 31, 2026 were $4.0 million, compared to $1.9 million for the same period in 2025, representing an increase of $2.1 million.

 

The increase was primarily driven by higher share-based compensation, which increased by approximately $1.1 million, reflecting the higher fair value of stock options granted during the period, consistent with the Company’s growth and share price performance.

 

Consulting and professional fees increased by approximately $0.5 million, reflecting increased legal, advisory, and professional support required to sustain the Company’s expanded operations.

 

Travel and entertainment expenses increased by approximately $0.25 million, in line with increased business activity, including site visits and corporate development initiatives.

 

Salaries and benefits increased modestly by approximately $0.1 million, reflecting incremental additions to corporate personnel and annual compensation adjustments.

 

Depreciation and amortization also increased, reflecting the recognition of additional right-of-use assets and fixed assets.

 

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SUMMARY OF CONSOLIDATED QUARTERLY RESULTS

 

The following table sets forth selected consolidated unaudited financial information, prepared in accordance with IFRS Accounting Standards, for each of the Company’s eight most recently completed quarters.

 

   Q1
2026
   Q4
2025
   Q3
2025
   Q2
2025
   Q1
2025
   Q4
2024
   Q3
2024
   Q2
2024
 
   $   $   $   $   $   $   $   $ 
Net income (loss)   (12,354,776)   (13,567,662)   (10,843,768)   (8,518,993)   (16,927,932)   (9,591,266)   (6,300,500)   (6,331,921)
Basic and diluted income (loss) per share   (0.13)   (0.16)   (0.13)   (0.11)   (0.22)   (0.13)   (0.09)   (0.09)

 

As the Company is currently in the exploration stage, variations in quarterly results are primarily driven by the level and timing of exploration and evaluation activities, general and administrative expenditures required to support growth, and, in certain periods, the impact of non-cash items such as the revaluation of derivative instruments.

 

The Company reported a net loss of $12.4 million, or $(0.13) per basic and diluted share, for the first quarter of 2026, compared to a net loss of $13.6 million, or $(0.16) per share, in the fourth quarter of 2025. The increase in net loss quarter-over-quarter reflects higher \ unit drilling costs despite similar drilling activity levels. General and administrative expenses also increased, mainly due to higher share-based compensation and professional fees to support the Company’s expanding operations.

 

Compared to the first quarter of 2025, net loss decreased from $16.9 million to $12.4 million, primarily due to the absence of a $10.6 million loss on revaluation of warrants liability recognized in Q1 2025. This improvement was partially offset by higher exploration and evaluation expenditures and increased general and administrative costs in Q1 2026, reflecting the continued advancement of the Company’s exploration programs and corporate activities.

 

Basic and diluted loss per share improved from $(0.22) in Q1 2025 to $(0.13) in Q1 2026, reflecting the lower net loss as well as the impact of a higher weighted average number of shares outstanding following the financing activities completed during 2025.

 

LIQUIDITY AND MANAGEMENT OF CAPITAL RESOURCES

 

The Company has no operating cash flow from a producing mine and therefore must utilize its current cash reserves and funds obtained from equity financing transactions (see “Business Transaction” in this MD&A) to fund its operating and exploration activities, including payments subject to exploration option agreements (see “Exploration Summary” in this MD&A).

 

The Company’s objectives in managing capital are to ensure the entity continues as a going concern and to achieve optimal returns for its stakeholders. In addition, the Company will continue to assess new properties and seek to acquire an interest in additional properties if it believes there is sufficient potential, if they fit within the Company’s overall strategic plan and if the Company has sufficient financial resources to do so. Management considers future capital requirements to sustain the future operation of the business, including current and new exploration program requirements, and assesses market conditions to determine when adjustments to the capital structure are appropriate.

 

For the year ended December 31, 2025, the Company raised $36.4 million from the closing of the March 2025 Private Placement, $89.9 million from the closing of the October 2025 Offering, $10.8 million from the closing of the October 2025 Private Placement (see “Business Transaction” in this MD&A) and $9.2 million from the exercise of warrants and options.

 

As at March 31, 2026, the Company’s cash and working capital position (current assets less current liabilities, excluding warrants liability (“Working Capital”)) was $113.3 million and $91.3 million, respectively (December 31, 2025 – $129.6 million and $122.6 million, respectively). The Company will utilize its working capital towards general operating activities and the advancement of its exploration programs, including its obligations under its exploration option agreements (see “Exploration Summary” in this MD&A).

 

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Cash Flow Items

 

The following is a summary of the Company’s cash flows for the three months ended March 31, 2026 and 2025:

 

  

Three months ended March 31

(Unaudited)

 
   2026   2025   2024 
   $   $   $ 
Operating activities   (10,559,792)   (5,428,390)   (3,967,628)
Financing activities   (236,057)   44,407,922    13,776,102 
Investing activities   (5,388,155)   (26,580)   (32,243)
    (16,184,004)   38,952,952    9,776,231 
Foreign exchange on cash   (129,282)   142,297    (206,538)
Net change in cash balance   (16,313,286)   39,095,249    9,569,693 

 

Three months ended March 31, 2026 and 2025

 

Operating Activities

 

Cash used in operating activities was $10.6 million for the three months ended March 31, 2026, compared to $5.4 million for the same period in 2025, representing an increase of $5.1 million.

 

The increase in cash used in operating activities primarily reflects the continued expansion of the Company’s exploration and corporate activities during the period, including:

 

-Higher exploration and evaluation expenditures associated with ongoing drilling, field activities, technical studies, security, and operational support costs across the Apollo Project.
   
-Increased general and administrative expenditures, including higher consulting, professional, travel, and corporate support costs associated with the Company’s growth and expanded operational activities.
   
-Higher depreciation and amortization expense related to additional right-of-use assets and fixed assets recognized during the period.
   
-The increase in operating cash outflows was partially offset by the absence of non-cash warrant liability revaluation losses recognized during the comparative period in 2025.

 

Financing Activities

 

Cash used in financing activities was $0.2 million for the three months ended March 31, 2026, compared to cash provided by financing activities of $44.4 million for the same period in 2025.

 

The change was primarily attributable to the absence of significant equity financing activities during the first quarter of 2026, compared to the prior-year period, which included:

 

-Gross proceeds of approximately $36.4 million from the issuance of common shares.
   
-Proceeds of approximately $7.9 million from warrant exercises.

 

In the current period, financing activities were limited primarily to proceeds of $0.1 million from stock option exercises, partially offset by lease payments of $0.4 million.

 

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Investing Activities

 

Cash used in investing activities was $5.4 million for the three months ended March 31, 2026, compared to nominal investing cash outflows of $0.03 million for the same period in 2025.

 

The increase primarily reflects:

 

-Payments of $3.9 million related to the acquisition of property, plant and equipment, mainly associated with land acquisitions within the Guayabales and San Antonio Project areas.
   
-Payments of $1.5 million related to the acquisition of mining concession rights associated related to the First Guayabales Option.

 

These expenditures are consistent with the Company’s strategy of consolidating strategic land positions and mineral rights to support future exploration, infrastructure development, and potential mining operations.

 

EQUITY AND WARRANTS

 

Fully Diluted Shares

 

As at 

March 31,

2026

   December 31,
2025
   December 31,
2024
 
             
Shares issued   92,575,498    92,537,998    77,602,208 
Stock options outstanding   6,656,300    6,103,800    4,434,800 
Warrants           2,250,000 
    99,231,798    98,641,798    84,287,008 

 

Share Capital

 

As at March 31, 2026, a total of 37,500 shares were issued as a result of the exercise of options.

 

Options

 

As at March 31, 2026, 6,656,300 (December 31, 2025 – 6,103,800) stock options were outstanding at an average exercise price of C$10.96 (December 31, 2025 – C$9.51), of which 2,822,969 (December 31, 2025– 2,793,802) were exercisable. The exercise in full of the outstanding stock options as at March 31, 2026 would raise a total of approximately C$52.5 million. Options expire between 2026 and 2031. Management does not know when and how much will be collected from the exercise of such securities as this is dependent on the determination of the option holders and the market price of the Common Shares.

 

Outstanding Equity Data

 

As of May 13th, 2026, the Company had 92,739,507 Common Shares, and a total of 6,492,291 stock options outstanding to purchase Common Shares.

 

TRENDS AND RISKS THAT AFFECT THE COMPANY’S FINANCIAL CONDITION

 

Please see the “Market Trends” and “Risks and Uncertainties” sections of this MD&A for information regarding known trends, demands, commitments, events or uncertainties that are reasonably likely to have an effect on the Company’s business and industry and economic factors affecting the Company’s performance.

 

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CONTRACTUAL OBLIGATIONS, COMMITMENTS AND OPTION AGREEMENTS

 

Contractual Obligations and Commitments

 

As at March 31, 2026, the Company had the following contractual commitments and obligations:

 

   Total   Less than
1 Year
   2 – 5 Years   After
5 Years
 
   $   $   $   $ 
Lease commitments1   508,510    508,510         
Service Contracts 2   6,561,527    6,561,527         
    7,070,037    7,070,037         

 

2.Represents contractual lease payments payable over future periods.
3.Service contracts represent commitments in respect of drilling.

 

Option Agreements

 

The Company has the option to terminate its option agreements at any time without any financial consequences. Future expenditures are therefore dependent on the success of exploration and development programs and a decision by management to continue or exercise its option(s) for the relevant project and agreement.

 

As at March 31, 2026, the timing of expenditures, including option payments, under the Company’s option agreements are as follows:

 

   Total  

Less than

1 Year

   Year 2   Year 3   Year 4   After
4 years
 
   $   $   $   $   $   $ 
Second Guayabales Option   5,050,000    250,000    250,000    250,000    2,150,000    2,150,000 
Third Guayabales Option   7,400,000    1,480,000    1,480,000    1,480,000    1,480,000    1,480,000 
Fourth Guayabales Option (a)   7,000,000            7,000,000         
First San Antonio Option (b)   4,000,000    750,000    750,000            2,500,000 
Other Option agreements (c)   2,074,523    1,066,349    1,008,174             
                               
Balance, end of period   25,524,523    3,546,349    3,488,174    8,730,000    3,630,000    6,130,000 

 

(a)Includes a one-time exercise payment of $7,000,000 on October 1st, 2028.
(b)Includes a one-time payment of $2,500,000 in lieu of the NSR upon reaching commercial production.
(c)Amount disclosed related to the option agreements to purchase surface rights.

 

RELATED PARTY TRANSACTIONS

 

For the three months ended March 31, 2026, the Company entered into transactions with related parties, as defined in IAS 24, Related Party Disclosures. Related parties include members of key management personnel, the Board of Directors, and enterprises controlled by these individuals.

 

Key management personnel include the independent directors, the Executive Chairman of the Board (the “Chairman”), the Chief Executive Officer (“CEO”), the President, and the Chief Financial Officer (“CFO”).

 

The total compensation of key management personnel increased to $1.2 million for the period ended March 31, 2026, compared with $0.3 million in the prior-year period. The increase primarily reflects the appointment of a new CEO during the current period, resulting in higher salary and incentive compensation, as well as the issuance of new stock options as part of the CEO’s incentive package. The share-based payment expense was also affected by a higher fair value of options granted, driven by the increase in the Company’s share price during the period, supported by positive exploration results that improved market confidence in the Company’s projects.

 

During the period, certain management services were provided through companies controlled by members of key management:

 

The Chairman provides services through Lion Mining Services Inc. for a monthly fee of $45,800 (the monthly fee was US$27,500 from January through October 2025 and increased to US$42,500 from November through December 2025).

 

The CEO provides services through Nova Lima LLC for a monthly fee of $33,333 (the same monthly fee has applied since he joined the Company in April 2025).

 

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In addition, the Company reimburses expenses incurred by the Chairman and CEO in the course of performing their duties related to the representation and management of the Company.

 

All related party agreements are reviewed and approved by the independent members of the Board to ensure terms are fair and reasonable to the Company

 

All related party transactions were made in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

 

Management believes the terms of these transactions are comparable to those that would be obtained from arm’s-length parties under similar circumstances.

 

No other material related party transactions occurred during the period, and there were no outstanding balances or commitments with related parties other than those disclosed above.

 

FINANCIAL INSTRUMENTS AND RELATED RISKS

 

All financial instruments are required to be measured at fair value on initial recognition. The fair value is based on quoted market prices unless the financial instruments are not traded in an active market. In this case, the fair value is determined by using valuation techniques like discounted cash flows, the Black-Scholes option pricing model, Binomial pricing model, or other valuation techniques. Measurement in subsequent periods depends on the classification of the financial instrument. A description of financial instruments and their fair value is included in the audited consolidated financial statements for the year ended December 31, 2025.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of the date of this MD&A, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, without limitation, such considerations as liquidity and capital resources.

 

MARKET TRENDS

 

Global Financial Market Conditions

 

Events and conditions in the global financial markets, particularly over the last two years, continue to impact gold prices, commodity prices, interest rates and currency rates. These conditions, as well as market volatility, may have a positive or negative impact on the Company’s operating costs, project exploration expenditures and planning of the Company’s projects.

 

Gold Market

 

The Company’s economic assessment of its gold projects is impacted by the market-driven gold price. The gold market is affected by inflation, continued sovereign debt risks, elevated geo-political risks, mine production and substantial above-ground reserves that can affect the price should a portion of these reserves be brought to market.

 

While many factors impact the valuation of gold, traditionally the key factors are actual and expected U.S. dollar value, global inflation rates, oil prices and interest rates.

 

The gold price has displayed considerable volatility in the last few years. Continued uncertainties in major markets, specifically in the U.S. and European countries, and increased trade tensions between the U.S. and China and heightened geo-political risks in Europe were the main driving forces in the demand and volatility for gold. The daily closing spot gold price during the three months ended March 31, 2026, was between $4,314.40 and $5,318.40 per ounce, for an average price in 2026 of $4,864.07 per ounce.

 

Currency

 

The Company’s functional and reporting currency is the U.S. dollar. The key currencies to which the Company is exposed are the Canadian dollar and the Colombian peso, which have experienced greater volatility relative to the U.S. dollar over the last several years. Fluctuation of the Canadian dollar against the U.S. dollar has a direct impact on the Company as proceeds from equity financing are in Canadian dollars. At times, the Company has mitigated the impact by converting a significant portion of proceeds received from the offerings to U.S. dollars and Colombian pesos. Fluctuation of the Colombian peso has a direct impact on the Company’s exploration and operating activities.

 

The Company expects to have significant U.S. dollar and Colombian peso requirements, mainly in relation to exploration activities, salaries and exploration option payments.

 

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As at March 31st, 2026, the Company held $113.3 million in cash, of which $103.3 million was in U.S. dollars, $7.7 million was in Canadian dollars, and $2.3 million was in Colombian pesos. Purchases of additional Colombian pesos will be required to meet the Company’s obligations in local jurisdictions.

 

As of May 13th, 2026, the Company held approximately $104.7 million in cash and cash equivalents, of which $93.9 million was in U.S. dollars, the equivalent of $3.2 million was in Colombian pesos, and the equivalent of $7.6 million was in Canadian dollars, representing approximately 90%, 3%, and 7%, respectively of total cash balances.

 

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

 

Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience and current and expected economic conditions. Actual results could differ from those estimates.

 

Critical accounting estimates and assumptions as well as critical judgements in applying the Company’s accounting policies are detailed in Note 3 of the audited consolidated financial statements for the year ended December 31, 2025.

 

CHANGES IN ACCOUNTING POLICIES

 

Future Accounting Changes

 

The following new standards and amendments to existing standards were issued by the IASB and are expected to be adopted by the Company in 2026 or later.

 

IFRS 18 – Presentation and Disclosure in Financial Statements

 

In April 2024, IFRS 18, was issued to achieve comparability of the financial performance of similar entities. The issuance of IFRS 18 is expected to have a substantive impact on financial statements, including potential changes to the structure of the income statement and various disclosure requirements. The standard, which replaces IAS 1, “Presentation of Financial Statements”, impacts the presentation of primary financial statements and notes, including the statement of earnings where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements, and requires retrospective application. The Company is assessing the potential impact of the standard on its consolidated financial statements.

 

INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES

 

The Company’s Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal controls over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings (“NI 52-109”) for the Company. The Company’s controls are based on the Committee of Sponsoring Organizations of the Treadway Commission (2013) framework.

 

The Company’s DC&P are designed to ensure that all important information about the Company, including operating and financial activities, is communicated fully, accurately and in a timely way that they provide the Company with assurance that the financial reporting is accurate.

 

ICFR means a process by or under the supervision of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

 

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The Company’s management, with the participation of its CEO and CFO, has evaluated the effectiveness of the Company’s DC&P and ICFR. Based on such evaluation, the Company’s CEO and CFO have concluded that, as of March 31, 2026, the Company’s DC&P and ICFR were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods.

 

There were no significant changes in the Company’s DC&P and ICFR, or in other factors that could significantly affect those controls subsequent to the date the CEO and CFO completed their evaluation as of March 31, 2026, nor were there any significant deficiencies or material weaknesses in the Company’s internal controls identified requiring corrective actions.

 

The Company’s management, including the CEO and the CFO, does not expect that its DC&P and ICFR will prevent or detect all errors and fraud. A cost-effective system of internal controls, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the ICFR are achieved.

 

EMERGING MARKET DISCLOSURE

 

Operations in an Emerging Market Jurisdiction

 

The Company’s mineral properties and principal business operations are located in a foreign jurisdiction, namely the Republic of Colombia. Operating in Colombia exposes the Company to various degrees of political, economic and other risks and uncertainties.

 

Board and Management Experience and Oversight

 

Key members of the Company’s management team and Board of directors have extensive experience running business operations in Colombia. Mr. Ari Sussman, the Executive Chairman of the Company, was Chief Executive Officer and a director of Continental Gold Inc. (“Continental Gold”), and Mr. Paul Begin, the Chief Financial Officer and Corporate Secretary of the Company, was Chief Financial Officer of Continental Gold, which was the largest gold mining company in Colombia and the first to successfully permit and construct a modern large-scale underground gold mine in the country. Continental Gold was a former Toronto Stock Exchange-listed issuer, from March 2010 until it was acquired by Zijin Mining Group Co., Ltd. in March 2020 for over C$1.4 billion.

 

Mr. Ned Jalil, the Chief Executive Officer of the Company, is a seasoned mining executive with over 25 years of global experience across gold, silver, and key battery metals including copper and nickel.  Ned has successfully led projects from exploration through to feasibility, construction, and production throughout Latin America.

 

Mr. Omar Ossma, the President of the Company, was the former Vice President, Legal of Continental Gold, and has over 20 years of legal experience in Colombian corporate, environmental, mining and energy law. As Vice President, Legal of Continental Gold, he oversaw the Colombian legal team and was responsible for all legal support efforts in the country.

 

Mr. Santos, the Executive Vice President of the Company, brings more than two decades of senior leadership experience in strategy, operations, transformation and corporate services across the Americas, with a strong track record in Colombia’s resource sector. Most recently, he served as CEO of Americas Business Services at Holcim / Amrize. Prior to Holcim / Amrize, Mr. Santos held key executive positions at Ecopetrol S.A., Colombia’s largest integrated energy company, including being the Vice President of Supply Chain & Shared Services.

 

Mr. Evans, the Executive Vice President Exploration of the Company, brings international leadership and Latin America experience having held senior roles at Newmont Mining Limited and Vedanta/Hindustan Zinc Limited.   Mr. Evans’s experience at Newmont Mining Limited included multiple jurisdictions in Latin America.

 

Ms. Maria Constanza García Botero, an independent director of the Company, is a resident of Colombia, and has worked in public finance, urban development, infrastructure, mining, energy, and public-private partnerships (PPPs) as an advisor or in various management positions at the National Planning Department, the Ministry of Finance, and the National Hydrocarbons Agency. From 2010 to 2012 she served as the Deputy Minister of Infrastructure at the Ministry of Transport (Colombia), and from 2012 to 2014, served as President of the National Mining Agency, Ministry of Mining and Energy (Colombia).

 

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Mrs. Angela María Orozco Gómez, an independent director of the Company, is a resident of Colombia and has 30 years of government and international experience.  Most recently, Mrs. Orozco Gómez was the Minister of Transport and Infrastructure, Colombia where she led various initiatives that secured public and private investments in the transportation and infrastructure industries.  Mrs. Orozco Gómez has also been a partner in various private ventures that helped to represent industries in international trade disputes.

 

Mr. Ashwath Mehra is a seasoned executive with over 35 years’ experience in the mineral industry. Mr. Mehra spent many years in the commodity trading and mining business as well as owning, buying and selling companies globally.

 

Mr. Jasper Bertisen is a seasoned leader in the mining industry with a proven track record of successfully driving strategic initiatives. He has spent the majority of his career in mining private equity with Resource Capital Funds, overseeing due diligence and strategy execution for investments spanning development-stage to producing assets across various commodities and global markets.

 

The Board, as well as management and consultants, are actively involved in technical activities, risk assessments and progress reports in connection with the Company’s exploration activities. The Colombian-resident Board and management members work directly with local contractors in an operational capacity, and are familiar with the laws, business culture and standard practices in Colombia, are fluent in Spanish, and are experienced in dealing with Colombian government authorities, including with respect to mineral exploration licensing, maintenance, and operations.

 

Communication

 

While the reporting language of the head office of the Company is English, the primary operating language in Colombia is Spanish. The senior management team in Colombia, Ms. García Botero and Ms Orozco, are bilingual in English and Spanish, and Mr. Sussman is fluent in English and conversationally fluent in Spanish. The Company maintains open communication with its Colombian operations through its partially bilingual Board, such that there are no language barriers between the Company’s management and local operations.

 

The Company’s management communicates with its in-country operations through phone and video calls and conferences, in-country work, meetings, e-mails, and regular reporting procedures. In addition, Collective retained Lloreda Camacho & Co., a law firm based in Bogota, Colombia, as its legal advisors for all Colombian related matters. Professionals at Lloreda Camacho & Co. acting on behalf of Collective are bilingual in both English and Spanish.

 

Controls Relating to Corporate Structure Risk

 

The Company has implemented a system of corporate governance, internal controls over financial and disclosure controls and procedures that apply to the Company, Collective Mining Limited (Bermuda) including the Branch and its two indirect Colombian subsidiaries, Minerales Provenza and Minera Campana (together with Minerales Provenza, the “Colombian Subsidiaries”), which are overseen by the Board and implemented by senior management.

 

The relevant features of these systems include direct oversight over the Branch and the Colombian Subsidiaries’ operations by Omar Ossma, as the principal representative each of the Colombian Subsidiaries and who is also the President and Chief Executive Officer of the Company. Since the Company indirectly holds all of the issued and outstanding equity interests of the legal entity that comprises the Branch and the Colombian Subsidiaries, the Company exercises effective control over the Branch and the management of each of the Colombian Subsidiaries, as well as its composition.

 

Executive management and the Board prepare and review the Colombian Subsidiaries’ financial reporting as part of preparing its consolidated financial reporting, and the Company’s independent auditors review the consolidated financial statements under the oversight of the Company’s Audit Committee.

 

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Local Records Management

 

The minute books and corporate records of each of the Colombian Subsidiaries are maintained and held by the Company at Avenida El Poblado, Carrera 43 No. 9 Sur 195, Oficina 1034, Edificio Square, Medellin, Colombia. Senior management control these records and the Board and management team have full access.

 

Strategic Direction

 

While the exploration operations of each of the Branch and the Company’s subsidiaries are managed locally, the Board is responsible for the overall stewardship of the Company and, as such, supervises the management of the business and affairs of the Company. More specifically, the Board is responsible for reviewing the strategic business plans and corporate objectives, and approving acquisitions, dispositions, investments, capital expenditures and other transactions and matters that are material to the Company including those of its material subsidiaries.

 

Disclosure Controls and Procedures

 

The Company has a disclosure policy that establishes the protocol for the preparation, review and dissemination of information about the Company. This policy provides for multiple points of contact in the review of important disclosure matters, which includes input from Board members in Colombia.

 

CEO and CFO Certifications

 

In order for the Company’s Chief Executive Officer and Chief Financial Officer to be in a position to attest to the matters addressed in the quarterly and annual certifications required by National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, the Company has developed internal procedures and responsibilities throughout the organization for its regular periodic and special situation reporting, in order to provide assurances that information that may constitute material information will reach the appropriate individuals who review public documents and statements relating to the Company and its subsidiaries containing material information, is prepared with input from the responsible officers and employees, and is available for review by the Chief Executive Officer and Chief Financial Officer of the Company in a timely manner.

 

Managing Cultural Differences

 

Differences in cultures and practices between Canada and Colombia are addressed by the engagement of Colombian-resident Board and management members, as well as local advisors, who have deep operational experience with the mineral exploration industry in Colombia and are familiar with the local laws, business culture and standard practices, have local language proficiency, are experienced in working in Colombia and in dealing with the relevant government authorities and have experience and knowledge of the local banking systems and treasury requirements. In addition, most of the Company’s management team members that are non-Colombians have been involved in the Colombian mineral exploration and development industry for over 10 years through their involvement with Continental Gold (as further described above), developing an understanding of the relevant cultural differences and helping in mitigating potential risks from cultural differences.

 

Transactions with Related Parties

 

The Company is subject to applicable Canadian and United States securities laws and applicable exchange rules and Canadian accounting rules with respect to approval and disclosure of potential related party transactions and has procurement and other policies in place which it follows to mitigate risks associated with potential related party transactions. The Company may in the future transact with related parties from time to time, in which case such related party transactions may require disclosure in the consolidated financial statements of the Company and in accordance with applicable Canadian securities laws and accounting rules.

 

Controls Relating to Verification of Property Interests

 

The Company engaged a local team with broad experience in mining exploration in Colombia, as well as in legal, social, and environmental matters. The lead team in Colombia was previously successful in licensing, building, and putting into operation other mining projects in Colombia. This contributed to obtaining an understanding of the framework surrounding the good standing of the Company’s properties and assets, from a legal, social, and environmental perspective.

 

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The lead team was tasked with the negotiation and acquisition of properties that comprise the Colombian Projects. The current President and Chief Executive Officer of the Company, Mr. Omar Ossma, who led the negotiations and acquisitions of the Company’s current projects, is a licensed lawyer in Colombia, with more than 20 years of professional experience in Colombian corporate, environmental, mining and energy law, 15 of which have been dedicated to the mining and energy sectors. His knowledge of the legal framework of mineral properties and assets assisted the Company in negotiating and entering into legally binding agreements under Colombian law, ensuring the good standing of the Company’s rights over the acquired assets and properties.

 

The Company also retained an established and leading law firm based in Bogota, Colombia, as its legal advisors for all Colombian related matters, that is widely known for their mining practice. In addition to providing a wide array of legal services beginning from the date of incorporation of the Company’s Colombian subsidiaries, the law firm also prepared and delivered title opinions with respect to the Company’s current Colombian properties.

 

In addition, the Company retained two independent consulting firms specializing in the mining sector, with significant experience in social, engineering, environmental and other sustainability matters that prepared and delivered a due diligence report on the socio-economic and environmental conditions of the properties comprising the San Antonio Option, as well as the first and second Guayabales options, and a baseline study report on the performance of certain socio-economic, health and safety measures in the property area.

 

The mining concession contract owners of the Guayabales license, for which the Company recently accelerated its option agreement to own an undivided 100% interest (see press release dated June 23, 2025), requested to the Colombian authorities in 2022 that the incomplete cells abutting its mining title be integrated into within said title. The response by the authorities confirmed in writing that the incomplete cells will be integrated to their title once the electronic software of the Colombia mining cadastre is capable of integrating incomplete cells into the appropriate mining title.

 

License, Permitting and other Regulatory Approvals

 

Based on consultations with its local advisers and government authorities, the Company satisfied itself that it has obtained all required permits, licenses and other regulatory approvals to carry out its business in Colombia. The table set out below details which material permits, business licenses and other regulatory approvals are required for the Company to carry out its business operations in Colombia.

 

Material permit, license and/or other regulatory approval required to conduct operations Material permit, license and/or regulatory approval obtained by the Company
Operating as a Company requires a Public commercial registry before the Chamber of Commerce. This registry also activates a Tax Registry. Obtained.
Prospecting activities (all exploration excluding drilling) are free activities in Colombia, and require no permit, other than authorization for land access from private owner. The Company generally negotiates land access permits in advance to its operations. Currently, the Company has all required land access permits for its current prospecting campaign.
Drilling activities require a valid mining right and/or mining title granted by the National Mining Authority. The Company is currently conducting exploration activities on the mining titles LH0071-17, 781-17, HI8-15231, 501712, IIS-10401, HB1-08302X, 674-17, 619-17, 620-17, DLH-14451X, 502174, 503793, 503899 and 503911, which are mining titles validly granted by the National Mining Authority.
Drilling activities will require authorization for land access from private owner. The Company generally negotiates land access permits in advance to its operations. Currently, the Company has all required land access permits for its current drilling campaign.
Exploration activities are not subject to environmental license. However, if the activities require the use of natural renewable resources (such as water catchments, dumpings and timbering, amongst others) the Company will require a filing, and further permission, before the regional environmental corporation in the territory. The Company has been granted water rights for its drilling campaign, both in San Antonio and Guayabales projects, and may also recur to purchase water in bulk to perform its drilling campaign.  
Construction of a mining project, and its operation requires an environmental license granted by an environmental authority. The Company is not currently in a position to advance either of its properties to the development and construction phase of a mining project, therefore it does not require an environmental license at this time.
Construction of a mining project, and its operation requires a work plan approved by the applicable mining authority. The Company is not currently in a position to advance either of its properties to the development and construction phase of a mining project, therefore it does not require a work plan at this time.

 

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As at the date of this MD&A, no restrictions or conditions have been imposed by the government of Colombia on the Company’s ability to operate in Colombia. The Company’s continued ability to operate in Colombia could be impacted as a result of: (i) a drastic change in water conditions which may result in restrictions on already granted water rights; (ii) a breach of environmental commitments and/or regulations by the Company; (iii) the declaration of environmentally protected areas which could restrict mining activities on the Company’s current projects; or (iv) court ordered public hearings in regards to the presence of ethnic minorities on the Company’s properties. See “Risk and Uncertainties”.

 

RISKS AND UNCERTAINTIES

 

The business of the Company is subject to a variety of risks and uncertainties. Investment in Common Shares should be considered highly speculative and involves a high degree of risk due to the nature of the Company’s business and the present stage of development, production and exploration and the location of its properties in Colombia. As a result, the recent acquisition of a new mining concession contract where exploitation activities are in progress, the Company has identified additional risks, including heightened exposure to environmental, operational and health and safety risks. The integration of this new asset into the Company’s portfolio may also give rise to unforeseen challenges that could adversely affect ongoing operations, timelines, or compliance obligations. Readers should carefully consider the risks disclosed in this MD&A, the audited consolidated financial statements for the year ended December 31, 2025, and the 2025 Annual Information Form. These risk factors are not a definitive list of all risk factors associated with an investment in the Company or relating to the Company’s operations and any of these risk elements could have a material adverse effect on the business of the Company.

 

CAUTION REGARDING FORWARD-LOOKING INFORMATION

 

Except for statements of historical fact relating to the Company, certain information contained in this MD&A constitutes “forward-looking statements” and “forward-looking information” within the meaning of applicable securities legislation (collectively, “forward-looking statements”)

 

In addition, statements (including data in tables) relating to mineral reserves and resources and gold equivalent ounces are forward-looking statements, as they involve implied assessment, based on certain estimates and assumptions, and no assurance can be given that the estimates will be realized.

 

Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by use of forward-looking terminology such as “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “targets”, “potential”, “scheduled”, “budgeted”, “forecasted” and similar expressions or variations (including negative variations), or that events or conditions “will”, “would”, “may”, “might”, “could”, “should”, “will be taken”, “occur” or “be achieved”.

 

Forward-looking statements are based on the reasonable assumptions, estimates, analysis and opinions of management considered reasonable at the date the statements are made in light of management’s experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that it believes to be relevant and reasonable in the circumstances at the date that such statements are made. Forward-looking statement are inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to: uncertainties associated with negotiations, misjudgements in the course of preparing forward-looking statements; the actual results of exploration activities; the inherent risks involved in the exploration and development of mineral properties; liquidity risk; the presence of artisanal miners and the effect of mineral extraction by third parties without title; unreliable historical data for projects; cybersecurity risks; risks regarding community relations; security risks; ability to maintain obligations; uncertainties inherent in conducting operations in a foreign country; uncertainties related to the availability and costs of financing needed in the future; reliance on outside contractors in certain exploration operations; risks arising from labour and employment matters; health and safety risks; risks related to use of explosives; reliance on adequate infrastructure for exploration activities; unexpected adverse changes that may result in failure to comply with environmental and other regulatory requirements; environmentally-protected areas/forest reserves risks; dependence on key management employees; title risks related to the ownership of the Company’s projects; the Company’s limited operating history; risks relating to retaining employees and consultants with special skills and knowledge; fluctuations in mineral prices; uninsurable risks related to exploration; risks relating to shareholder(s) exercising significant control over the Company; delays in obtaining government approvals; uncertainties inherent in conducting operations in a foreign country; title risks related to the ownership of the Company’s projects and the related surface rights and to the boundaries of the Company’s projects; risks relating to the Company’s pending concession applications; uncertainties related to the availability and costs of financing needed in the future; differing interpretations of tax regimes in foreign jurisdictions; the loss of Canadian tax resident status; recovery of value added taxes; compliance with government regulation, anti-corruption laws and ESTMA; uncertainties inherent in competition with other exploration companies; non-governmental organization intervention and the creation of adverse sentiment among the inhabitants of areas of mineral development; uncertainties related to conflicts of interest of directors and officers of the Company; social media influence and reputation; the ability to fund operations through foreign subsidiaries; the residency of directors, officers and others; uncertainties related to holding minority interests in other companies; foreign currency fluctuations; global economic conditions; the market price of shares of the Company; the payment of future dividends; future sales of shares of the Company by existing shareholders; seizure or expropriation of assets; accounting policies and internal controls; passive foreign investment Company; litigation risks; indigenous peoples; impairment of mineral properties; and Bermuda legal matters. See “Risks and Uncertainties” in this MD&A for further discussion regarding risk factors.

 

Material Forward-Looking Information

 

The Consolidated Financial Statements of the Company for the year ended December 31, 2025, were prepared on a going concern basis. The going concern basis assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The assumption is based on the anticipation of obtaining additional sources of financing to fund its exploration and operating activities for the foreseeable future. There is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.

 

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CORPORATE INFORMATION

 

Corporate Office

 

201 South Biscayne Boulevard

Suite 2210, Miami, Florida, USA

 

Directors & Officers

 

Ari Sussman, Executive Chairman

Maria Constanza Garcia, Director

Angela Maria Orozco, Director

Ashwath Mehra, Director

Jasper Bertisen, Director

Ned Jalil, Chief Executive Officer

Omar Ossma, President

Paul Begin, Chief Financial Officer

Russell Evans – Executive Vice President Exploration

Carlos Santos – Executive Vice President for Administration

 

Auditors

 

BDO Canada LLP

360 Oakville Place Drive, Suite 500

Oakville, Ontario – L6H 6K8

 

Stock Information

 

Collective Mining Ltd. common shares are traded on the TSX and the NYSE American LLC under the symbol “CNL” and on the FSE under the symbol GG1.

 

Investor Relations

 

Shareholder requests may be directed to Investor Relations via e-mail at info@collectivemining.com or via telephone at 416-451-2727

 

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Exhibit 99.3

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

I, Paul P. Begin, Chief Financial Officer of Collective Mining Ltd., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Collective Mining Ltd. (the “issuer”) for the interim period ended March 31, 2026.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control –Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2ICFR–material weakness relating to design: N/A

 

5.3Limitation on scope of design: N/A

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 13, 2026

 

/s/ Paul Begin  
Paul P. Begin  
Chief Financial Officer  

Exhibit 99.4

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

I, Muhanad ‘Ned’ Abdel Jalil, Chief Executive Officer of Collective Mining Ltd., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Collective Mining Ltd. (the “issuer”) for the interim period ended March 31, 2026.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control –Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2ICFR–material weakness relating to design: N/A

 

5.3Limitation on scope of design: N/A

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 13, 2026

 

/s/ Muhanad ‘Ned’ Abdel Jalil  
Muhanad ‘Ned’ Abdel Jalil  
Chief Executive Officer  

FAQ

How did Collective Mining Ltd. (CNL) perform financially in Q1 2026?

Collective Mining recorded a net loss of $12.35 million in Q1 2026, or $0.13 per share. The loss reflects its exploration-stage status, with higher exploration and administrative spending and no operating revenue from mining activities.

What is Collective Mining Ltd.’s cash position as of March 31, 2026?

As of March 31, 2026, Collective Mining held $113.33 million in cash and cash equivalents. This was down from $129.65 million at year-end, mainly due to funding exploration programs and significant land and concession acquisitions.

How much did Collective Mining spend on exploration in Q1 2026?

In Q1 2026, Collective Mining incurred $9.08 million in exploration and evaluation expenses. Spending focused on drilling, assaying, technical studies, community work and option payments at the Guayabales and San Antonio projects in Colombia.

What are the key liabilities on Collective Mining Ltd.’s balance sheet?

Total liabilities were $52.58 million at March 31, 2026. Major items include $41.81 million of other long-term liabilities tied to deferred land and concession payments, $2.78 million of lease liabilities, and a $1.63 million environmental remediation provision.

Has Collective Mining Ltd. arranged future financing capacity?

Yes. On May 13, 2026, Collective Mining filed a short form base shelf prospectus permitting the issuance of up to C$500 million in securities over 25 months, including shares, warrants, subscription receipts, debt securities, or units.

Is Collective Mining Ltd. currently generating revenue from its projects?

No. The company explicitly states it has not generated any revenue from mining or other operations. Collective Mining remains in the exploration and development stage at its Guayabales and San Antonio projects in Colombia.

Filing Exhibits & Attachments

4 documents