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Versamet Royalties (NASDAQ: VMET) swings to 2025 profit as debt-funded assets surge

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Versamet Royalties Corporation delivered a strong turnaround in 2025, moving from loss to profit as it expanded its royalty and streaming portfolio. Total revenue rose to $34.8 million from $12.0 million, driven by higher sales from the Greenstone gold interest and increased royalty income.

Net income reached $20.3 million versus a prior-year loss of $2.4 million, with basic earnings per share of $0.22. A fair value gain of $32.9 million on the Greenstone gold interest and no new impairment charges supported results, partly offset by higher administrative costs and finance expenses.

Total assets nearly doubled to $418.0 million, reflecting major acquisitions such as the Rosh Pinah silver stream, Santa Rita royalty and the Kolpa copper stream. To fund growth, Versamet drew heavily on new credit facilities, ending the year with $171.0 million outstanding and fully repaying its Beedie convertible loan.

Positive

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Negative

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Insights

Versamet shifted to profitability on rapid portfolio growth funded by new debt.

Versamet scaled quickly in 2025, lifting total revenue to $34.8 million and net income to $20.3 million, helped by a $32.9 million fair value gain on the Greenstone gold interest. New streams and royalties nearly doubled total assets to $418.0 million.

This growth relied on substantial leverage: outstanding credit facilities rose to $171.0 million, pushing finance and interest expense to $12.2 million. The company did eliminate convertible overhang by repaying the Beedie loan, but overall interest costs and covenant compliance now matter more to future results.

Cash from operations of $16.9 million and heavy investment of $159.5 million in new interests show a classic build-out phase. Subsequent disclosures about production from Rosh Pinah, Santa Rita and Kolpa, and how these assets contribute against the higher debt load, will shape how sustainable this new earnings level proves.


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 March 2026

Commission File Number 001-43171

Versamet Royalties Corporation

(Translation of registrant's name into English)

Suite 3200, 733 Seymour Street, Vancouver, British Columbia, V6B 0S6, Canada

(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  [X]  Form 40-F  [  ]


SUBMITTED HEREWITH

EXHIBIT

99.1 Audited Financial Statements for the years ended December 31, 2025 and 2024
   
99.2 Management's Discussion and Analysis for the years ended December 31, 2025 and 2024
   
99.3 News Release dated March 12, 2026


- 2 -

SIGNATURE

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.

Versamet Royalties Corporation

/s/ Victoria McMillan

Victoria McMillan

Chief Financial Officer

Date:  March 12, 2026




Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Versamet Royalties Corporation

Opinion on the Financial Statements

We have audited the accompanying statements of financial position of Versamet Royalties Corporation (the Company) as of December 31, 2025 and 2024, the related statements of income (loss) and comprehensive income (loss), changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the financial performance and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

Chartered Professional Accountants

We have served as the Company's auditor since 2022.

Vancouver, Canada
March 12, 2026



Statements of Financial Position Expressed in U.S dollars ($000s)

  Note   December 31, 2025
$
    December 31, 2024
$
 
ASSETS              
Current              
Cash and cash equivalents     3,706     1,431  
Trade and other receivables     9,629     369  
Prepaid and other assets     97     27  
Greenstone gold interest 4   10,784     7,628  
      24,216     9,455  
Non-current              
Investments     1,011     730  
Deferred financing costs 7   1,251     -  
Greenstone gold interest 4   72,844     54,658  
Royalty, stream and other interests 5, 6   318,686     165,406  
Total assets     418,008     230,249  
               
LIABILITIES              
Current              
Trade and other payables 15   2,878     1,233  
Credit facilities 7   30,000     -  
Convertible debt 8   -     12,334  
Convertible debt derivative liability 8   -     3,285  
      32,878     16,852  
Non-current              
Credit facilities 7   141,000     608  
Deferred income tax liabilities 11   10,172     1,462  
Total liabilities     184,050     18,922  
               
SHAREHOLDERS' EQUITY              
Share capital 9   217,427     215,758  
Share-based compensation reserve 9   5,150     4,765  
Retained earnings (deficit)     12,365     (7,967 )
Accumulated other comprehensive loss     (984 )   (1,229 )
Total shareholders' equity     233,958     211,327  
Total liabilities and shareholders' equity     418,008     230,249  

Nature of operations (note 1)

Subsequent events (note 17)

Approved by the Board of Directors on March 12, 2026
"Marcel de Groot" "Elizabeth McGregor"

THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



Statements of Income (Loss) and Comprehensive Income (Loss) Expressed in U.S dollars ($000s)
Except for per share amounts

  Note   Year ended
Dec. 31, 2025
$
    Year ended
Dec. 31, 2024
$
 
Sales 4, 13   20,701     9,988  
Royalty revenue 13   14,060     2,037  
Total revenue     34,761     12,025  
               
Cost of Sales 4, 13   (15,106 )   (9,989 )
Depletion 6, 13   (6,177 )   (843 )
Gross profit     13,478     1,193  
               
OPERATING (EXPENSES)/INCOME              
Administrative expenses 9, 10   (7,640 )   (5,526 )
Change in fair value of Greenstone gold interest 4, 13   32,922     14,060  
Impairment of royalty interest 6   -     (8,350 )
Operating income     38,760     1,377  
               
OTHER INCOME/(EXPENSE)              
Change in fair value of convertible debt derivative liability 8   3,285     400  
Finance and interest expense 7, 8   (12,162 )   (3,579 )
Foreign exchange (loss) gain     (548 )   780  
Interest income     267     148  
Net income (loss) before income taxes     29,602     (874 )
Income tax expense 11   (9,270 )   (1,574 )
Net income (loss)     20,332     (2,448 )
               
EARNINGS PER SHARE              
Basic earnings (loss) per share 9   0.22     (0.03 )
Diluted earnings (loss) per share 9   0.21     (0.03 )
               
Weighted average number of common shares outstanding              
Basic 9   92,771,182     76,201,998  
Diluted 9   95,506,104     76,201,998  
               
OTHER COMPREHENSIVE INCOME (LOSS)              
Net income (loss)     20,332     (2,448 )
Items that will not subsequently be reclassified to net income              
Change in fair value of investments     245     193  
Total comprehensive income (loss)     20,577     (2,255 )

THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



Statements of Changes in Equity Expressed in U.S dollars ($000s)
Except for per share amounts
 

  Note   Share capital
(Number
of shares)
    Share capital
$
    Share-based
compensation
reserve

$
    (Deficit)/
Retained
earnings

$
    Accumulated
other
comprehensive
income (loss)

$
    Total
$
 
Balance - December 31, 2023     57,290,991     118,287     2,426     (5,519 )   (1,422 )   113,772  
                                        
Shares issued upon conversion of Sandstorm Convertible Note     4,835,839     7,629     -     -     -     7,629  
Shares issued pursuant to asset acquisitions 5   27,903,963     81,860     -     -     -     81,860  
Shares issued as interest payment 8   176,370     487     -     -     -     487  
Shares issued for private placement     2,556,562     7,495     -     -     -     7,495  
Share-based compensation 9   -     -     2,339     -     -     2,339  
Total comprehensive income     -     -     -     (2,448 )   193     (2,255 )
Balance - December 31, 2024     92,763,725     215,758     4,765     (7,967 )   (1,229 )   211,327  
                                       
Shares issued as interest payment 8   55,615     155     -     -     -     155  
Exercise of RSUs 9   566,750     1,476     (1,476 )   -     -     -  
Exercise of stock options 9   25,656     38     (38 )   -     -     -  
Share-based compensation 9   -     -     1,899     -     -     1,899  
Total comprehensive income     -     -     -     20,332     245     20,577  
Balance - December 31, 2025     93,411,746     217,427     5,150     12,365     (984 )   233,958  

THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


Statements of Cash Flows Expressed in U.S dollars ($000s)

Cash flows provided by (used in) Note   Year ended
Dec. 31, 2025
$
    Year ended
Dec. 31, 2024
$
 
OPERATING ACTIVITIES              
Net income (loss)     20,332     (2,448 )
Items not affecting cash:              
Non-cash cost of sales related to Greenstone gold interest  4   11,580     7,992  
Depletion 6, 13   6,177     843  
Share-based compensation 9, 10   1,674     2,565  
Change in fair value of Greenstone gold interest 4, 13   (32,922 )   (14,060 )
Change in fair value of convertible debt derivative liability 8   (3,285 )   (400 )
Impairment of royalty interest 6   -     8,350  
Unrealized foreign exchange loss (gain)     5     (798 )
Foreign exchange on convertible debt repaid 8   518     -  
Finance and interest expense (net of interest income) 7, 8   11,895     3,431  
Income tax expense 11   9,270     1,574  
Income taxes paid 11   (559 )   (509 )
Changes in non-cash working capital 14   (7,740 )   857  
      16,945     7,397  
               
INVESTING ACTIVITIES              
Acquisition of stream and royalty interests 5, 6   (159,457 )   (76 )
Sale of investment     -     1,032  
      (159,457 )   956  
               
FINANCING ACTIVITIES              
Proceeds from credit facilities 7   181,000     -  
Repayment of credit facilities 7   (11,000 )   (19,000 )
Repayment of convertible debt 8   (16,390 )   -  
Proceeds from private placement, net of issue costs     -     7,495  
Financing costs and interest paid 7, 8   (8,773 )   (1,987 )
      144,837     (13,492 )
Impact of foreign exchange on cash     (50 )   (150 )
Increase (decrease) in cash for the year     2,275     (5,289 )
Cash - beginning of year     1,431     6,720  
Cash - end of year     3,706     1,431  

Supplemental cash flow information (note 14)

THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


Notes to the
Financial Statements

For the years ended December 31, 2025 and 2024

Expressed in U.S dollars unless otherwise stated


1. Nature of Operations

Versamet Royalties Corporation ("Versamet" or "the Company") was incorporated under the British Columbia Business Corporations Act on January 24, 2011. Versamet is a single entity. The Company's common shares trade on the Toronto Stock Exchange ("TSX") in Canada and the Nasdaq in the United States under the symbol "VMET".

Versamet is a diversified metals royalty and streaming company with exposure to a range of resource royalties and streams including gold, silver, copper, zinc, graphite and uranium, across a variety of jurisdictions. Typically, in return for making an upfront payment to acquire a royalty or stream on a mining operation or project, Versamet receives a portion of the revenue generated from the mine on an ongoing basis, usually over the life of the mine or receives metal deliveries over a pre-determined period or up to a pre-determined quantity.  For all periods presented, all earnings per share and share information in these financial statements and notes are on a post-consolidation basis, reflecting the effect of the five-to-one share consolidation of the Company's outstanding common shares that took effect on September 12, 2025. See note 9.

The head office, principal address and registered office of Versamet is located at Suite 3200, 733 Seymour St, Vancouver, British Columbia, V6B 0S6.

These financial statements were approved and authorized for issue by the Board of Directors of the Company on March 12, 2026.

2. Basis of Presentation and Material Accounting Policy Information

Statement of Compliance

The Company's financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS Accounting Standards" or "IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").

Basis of Presentation

These financial statements have been prepared on a historical cost basis except for certain financial instruments, which are measured at fair value. These financial statements are presented in United States dollars, unless otherwise noted.

Material Accounting Policies

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash at bank, demand deposits and money market investments with maturities from the date of acquisition of three months or less, which are readily convertible to known amounts of cash and are subject to insignificant changes in value.


STREAM, ROYALTY AND OTHER INTERESTS

Stream, royalty and other interests consist of acquired royalty and stream metal purchase agreements. These interests are recorded at cost and capitalized as tangible assets with finite lives. They are subsequently measured at cost less accumulated depletion and accumulated impairment losses, if any. Project evaluation costs that are not related to a specific agreement are expensed in the period incurred.

For asset acquisitions of stream, royalty and other interests that do not constitute a business combination, the identifiable assets acquired are recognized at their fair values at the acquisition date. The acquisition date is the date at which the Company obtains control over the assets acquired. Transaction costs are capitalized.

Stream, royalty and other interests related to producing mines are bifurcated into a depletable and non-depletable balance. The split between the depletable and non-depletable balances is based on a discounted cash flow analysis of the mine plan in question for that royalty or stream. Included in the depletable balance is 100% of Mineral Reserves and a portion of Resources, which can differ from asset to asset depending on factors such as stage of the project, nature of the ore deposit or risk profile of the asset and the assets' history of converting Resources to Reserves. Included in the non-depletable balance are the remaining Resources (not included in the depletable balance) and any exploration potential, if applicable. The Company assigns value to exploration potential on an asset-by-asset basis, where applicable, based on publicly available information and information gathered during due diligence of an asset prior to acquisition. This information would include geological, economic and operational factors which would indicate the likelihood of discovering additional mineral resources. The Company makes estimates of mineralization and weighting of Mineral Resource conversions using publicly available information of the operators including their National Instrument 43-101 or JORC-compliant Reserve and Resource statements and considering factors such as the stage of the project, nature of the ore deposit or risk profile when determining depletable and non-depletable amounts. The depletable balance is depleted using the units-of-production method over the life of the property to which the agreement relates, which is estimated using available information of Proven and Probable Reserves and the portion of Resources expected to be classified as Mineral Reserves at the mine corresponding to the specific interest. The non-depletable balance is not depleted but along with the depletable balance is evaluated for impairments when events or circumstances indicate that the carrying amount may not be recoverable. The Company monitors the publicly available information of the operators including their Reserve and Resource statements and guidance for the year ahead (in the case of operating mines) in order to assess whether there has been a change in the expected pattern of consumption of the future economic benefits of the assets underlying the royalties, streams and other interests, in order to determine the most appropriate method of depletion. 

On acquisition of a stream, royalty or other interest, an allocation of its cost may be attributed to the exploration potential of the interest and is recorded as a non-depletable asset on the acquisition date. The value of the exploration potential is accounted for in accordance with either IAS 16, Property, Plant and Equipment or IFRS 6, Exploration and Evaluation of Mineral Resources ("IFRS 6") depending on the classification of the underlying asset to which the exploration potential relates.  With respect to exploration potential classified under IFRS 6, it is not depleted until such time as the technical feasibility, commercial viability, and a development decision have been established, at which point the value of the asset is reclassified and accounted for in accordance with IAS 16, Property, Plant and Equipment. These considerations are consistent with those assessed by the Company when determining the classification of stream, royalty and other interests upon acquisition. The asset is subject to an impairment test prior to reclassification in accordance with IFRS 6. With respect to exploration potential classified as IAS 16, this is not depleted until there is an updated Reserves and Resource statement issued on the associated property which shows an increase in the Reserve and Resources of the asset at which point a proportionate amount of the exploration potential is reclassified to the depletable pool.

IMPAIRMENT OF STREAM, ROYALTY AND OTHER INTERESTS

Evaluation of the carrying values of each stream, royalty or other interest is undertaken when events or changes in circumstances indicate that the carrying values may not be recoverable. Although the Company does not operate any of the mining interests in which it holds a stream, royalty or other interest, the Company monitors the operators publicly available information (where applicable) for updates with respect to the assets' performance and future intentions of the operator with respect to exploration and evaluation of Resources and development of projects. Further, the Company is entitled under each royalty and streaming agreement to the operators' budget and production forecasts for the upcoming year, which helps inform Versamet management as to whether there are any impairment indicators. Impairment is assessed at the level of cash-generating units, which is the smallest identifiable group of assets that generates cash inflows and largely independent of the cash inflows from other assets. This is usually at the individual stream, royalty, or other interest level for each property from which cash inflows are generated.


An impairment loss is recognized for the amount by which the asset's carrying value exceeds its recoverable amount, which is the higher of its fair value less costs of disposal ("FVLCD") and its value in use ("VIU"). Estimated future cash flows are calculated using estimated production, sales prices and a discount rate. Estimated future production is determined using current Reserves and the portion of Resources expected to be classified as Mineral Reserves, as well as exploration potential expected to be converted into Resources or Reserves. Estimated sales prices are determined by reference to an average of long-term metal price forecasts by research analysts and management's expectations. The discount rates used are those which are considered appropriate to the mine in question, its risk profile and the type of commodity. All inputs used are those that an independent market participant would consider appropriate. In addition, the Company may use other market approaches for determining the recoverable amount which may include an estimate of (i) dollar value per unit of mineral reserve/resource; (ii) net asset value multiples (iii) cash-flow multiples; (iv) comparable transactions or (v) market capitalization of comparable assets.

An assessment is made at each reporting period if there is any indication that a previous impairment loss may no longer exist or has decreased. If indications are present, the carrying value of the interest is increased to the revised estimate of its recoverable amount to the extent that the increased carrying amount does not exceed the carrying amount net of depletion that would have been determined had no impairment loss been recognized for the interest in previous periods.

Stream, royalty and other interests classified as exploration and evaluation assets are assessed for impairment whenever indicators of impairment exist in accordance with IFRS 6. An impairment loss is recognized for the amount by which the asset's carrying value exceeds its recoverable amount.

GREENSTONE GOLD INTEREST

The Company purchases certain amounts of gold by providing an initial deposit that is recorded as a Greenstone gold interest. The Greenstone gold interest meets the definition of a financial asset in accordance with financial instrument standards and is classified as fair value through profit or loss ("FVTPL"). The Greenstone gold interest is measured initially at fair value and then subsequently at fair value at the end of each reporting period, with any gains or losses arising on re-measurement recognized as a component of net income. The difference between the fair value of the gold delivered and the ongoing payments for the gold delivered are recorded as a partial settlement of the Greenstone gold interest and recorded in cost of sales.

When gold is delivered to the Company under the Greenstone gold purchase agreement with Equinox ("GPA" - note 4), the Company initially records the gold as inventory; upon sale of the inventory, the amount in inventory is recognized in cost of sales.

The current portion of the Greenstone gold interest is determined at each reporting date based on the fair value of the estimated gold to be delivered in the following year.

REVENUE RECOGNITION

Revenue is comprised of revenue earned from royalty interests and from the sale of the relevant commodity under the GPA and stream interests.

Revenue recognition on royalty interests occurs when control of the relevant commodity is transferred to the end customer by the operator of the royalty property. Revenue is measured at the fair value of the consideration received or receivable when management can reliably estimate the amount, pursuant to the terms of the royalty agreement. In some instances, the Company will not have access to sufficient information to make a reasonable estimate of consideration to which it expects to be entitled and, accordingly, revenue recognition is deferred until management can make a reasonable estimate. Differences between estimates and actual amounts are adjusted and recorded in the period that the actual amounts are known.

Revenue recognition from the sale of the relevant commodity occurs when control is transferred to a third-party customer. Revenue is measured as the fair value of the consideration received or receivable.

FINANCIAL INSTRUMENTS

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.


FINANCIAL ASSETS

Classification

The Company classifies its financial assets in the following measurement categories:

Those to be measured subsequently at fair value (either through Other Comprehensive Income ("OCI"), or through profit or loss), and;

Those to be measured at amortized cost.

The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses are either recorded in profit or loss or OCI.

Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at FVTPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Financial assets are considered in their entirety when determining whether their cash flows are solely payments of principal and interest.

Subsequent measurement of financial assets depends on their classification. There are three measurement categories under which the Company classifies its financial instruments:

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is subsequently measured at amortized cost is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included as finance income using the effective interest rate method.

Fair value through OCI ("FVTOCI"): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest on the principal amount outstanding, are measured at FVTOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains and losses, interest revenue, and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss. Interest income from these financial assets is included as finance income using the effective interest rate method.

Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVTOCI are measured at FVTPL. A gain or loss on an investment that is subsequently measured at FVTPL is recognized in profit or loss in the period in which it arises. The GPA is held at FVTPL.

Investments in common shares are held for long-term strategic purposes and not for trading. The Company has made an irrevocable election to designate all these investments as fair value through other comprehensive income ("FVTOCI") in order to provide a more meaningful presentation based on management's intention, rather than reflecting changes in fair value in profit or loss. Such investments are measured at fair value at the end of each reporting period, with any gains or losses arising on re-measurement recognized as a component of other comprehensive income under the classification of gain (loss) on revaluation of investments. Cumulative gains and losses are not subsequently reclassified to profit or loss.

Transaction costs incurred on initial recognition of financial instruments classified as loans and receivables, FVTOCI and other financial liabilities are recognized at their fair value amount and offset against the related loans and receivables or capitalized when appropriate.

FINANCIAL LIABILITIES

The Company classifies its financial liabilities into the following categories: financial liabilities at FVTPL and amortized cost.

A financial liability is classified as at FVTPL if it is classified as held-for-trading or is designated as such on initial recognition. Directly attributable transaction costs are recognized in profit or loss as incurred. The fair value changes to financial liabilities at FVTPL are presented as follows: the amount of change in the fair value that is attributable to changes in the credit risk of the liability is presented in OCI; and the remaining amount of the change in the fair value is presented in profit or loss. The Company recorded the derivative liability on the Beedie Convertible Loan at FVTPL until it was settled.


Other non-derivative financial liabilities are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest method.

FOREIGN CURRENCY TRANSLATION

The Company has a functional currency and presentation currency of the United States dollar. Foreign currency transactions and balances are translated into the functional currency as follows: (i) monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate prevailing at the Statement of Financial Position date; (ii) non-monetary assets denominated in foreign currencies and measured at other than fair value are translated using the rates of exchange at the transaction dates; (iii) non-monetary assets denominated in foreign currencies that are measured at fair value are translated using the rates of exchange at the dates those fair values are determined; and (iv) income statement items denominated in foreign currencies are translated using average exchange rates for the period. Foreign exchange gains and losses are recognized in profit or loss and presented in the Statement of Income (Loss) and Comprehensive Income (Loss) in accordance with the nature of the transactions to which the foreign currency gains and losses relate.

Unrealized foreign exchange gains and losses on cash and cash equivalent balances denominated in foreign currencies are disclosed separately in the Statement of Cash Flows.

INVENTORY

When refined gold or the applicable commodity is delivered to the Company under a Stream agreement it is recorded as inventory. The amount recognized as inventory includes both the cash payment and the related depletion associated with the underlying Stream interest. Subsequent to initial recognition, inventory is carried at the lower of cost or net realizable value. At such time the inventory is sold, the amounts recognized in inventory are recorded as cost of sales and depletion.

INCOME TAXES

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used are those that are substantively enacted by the end of the reporting date.

Deferred income tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting. The change in the net deferred income tax asset or liability is included in income except for deferred income tax relating to equity items which is recognized directly in equity. The income tax effects of differences in the periods when revenue and expenses are recognized, in accordance with the Company's accounting practices, and the periods they are recognized for income tax purposes are reflected as deferred income tax assets or liabilities. Deferred income tax assets and liabilities are measured using the substantively enacted statutory income tax rates which are expected to apply to taxable income in the years in which the assets are realized or the liabilities settled. A valuation allowance is recorded against any deferred tax asset if it is not probable to be utilized against future taxable profit.

Deferred income tax assets and liabilities are offset only if a legally enforceable right exists to offset current tax assets against liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity and are intended to be settled on a net basis.

The determination of current and deferred taxes requires interpretations of tax legislation, estimates of expected timing of reversal of deferred tax assets and liabilities, and estimates of future earnings.

SHARE CAPITAL

Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from the proceeds in equity in the period where the transaction occurs.

The fair value of common shares issued for goods and services is based on the fair value of the goods or services received unless the fair value cannot be readily determined. If the fair value cannot be readily determined, the Company uses the market closing price on the date the shares are issued, while the fair value of share purchase warrants is estimated using the quoted market price or if the warrants are not traded, using the Black-Scholes Model ("BSM") as of the date of issuance.


EARNINGS PER SHARE

Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to common shareholders by the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share reflects the effect of all potentially dilutive common share equivalents, which includes dilutive share options, restricted share units ("RSUs") and performance restricted share units ("PRSUs") using the treasury stock method.

SHARE-BASED PAYMENTS

The Company recognizes share-based compensation expense for stock options, restricted share units, performance restricted share units and common shares granted to directors, officers, employees and consultants under the Company's equity-based incentive plans.

Stock options

The fair value of stock options is determined by using the BSM, with market-related inputs as of the grant date. The use of the BSM requires management to make various estimates and assumptions that impact the value assigned to the stock options including the expected volatility of the stock price, the risk-free interest rate, dividend yield, the expected life of the stock options and the number of options expected to vest. Volatility is estimated using the historic stock price of similar listed entities, the expected term and the number of equity instruments expected to vest is estimated using management judgement. The fair value of stock options at the date of grant are expensed over the vesting periods with a corresponding increase to equity. Stock options with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values.

Restricted share units

The fair value of RSUs is determined by the market value of the underlying shares at the date of the grant. Under the Company's RSU Plan, the Board of Directors has the discretion to determine upon grant whether the RSUs are to be settled in cash or equity.

Where the Company does not have a present obligation to settle the issued RSUs in cash, the RSUs issued are treated as equity-settled instruments. The fair value of RSUs is determined using the fair value of the RSU at the date of grant and is adjusted based on the number of equity instruments expected to ultimately vest. The fair value of the RSUs at the date of grant are expensed over the vesting periods with a corresponding increase to equity. At the end of each reporting period, the Company re-assesses its estimates of the number of awards that are expected to vest and recognizes the impact of any revisions to this estimate in equity.

Performance restricted share units

The fair values of equity-settled PRSUs with market conditions are estimated using the Monte Carlo method to project the performance of the Company and, if applicable, the relevant market index against which the Company's performance is compared. The use of the Monte Carlo pricing model requires management to make various estimates and assumptions that impact the value assigned to the PRSUs including assumptions with respect to share price, expected life, share price volatility, correlation assumptions and discount rates. Share-based compensation expense related to PRSUs that vest based on market conditions is recognized over the vesting period based on the grant date fair value of the award.

RELATED PARTY TRANSACTIONS

Parties are considered related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered related if they are subject to common control or significant influence. A transaction is considered a related party transaction when there is a transfer of resources or obligations between related parties.

SEGMENT REPORTING

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. The Company's operating segments are components of the Company's business for which discrete financial information is available and which are reviewed regularly by the Company's Chief Executive Officer to make decisions about resources to be allocated to the segment and assess its performance.


Changes in Accounting Standards

NEW STANDARDS ISSUED AND NOT YET EFFECTIVE

The International Accounting Standards Board has issued classification and measurement and disclosure amendments to IFRS 9 and IFRS 7 with an effective date for years beginning on or after January 1, 2026 with earlier application permitted. The amendments clarify the date of recognition and derecognition of some financial assets and liabilities and introduce a new exception for some financial liabilities settled through an electronic payment system. Other changes include a clarification of the requirements when assessing whether a financial asset meets the solely payments of principal and interest criteria and new disclosures for certain instruments with contractual terms that can change cash flows (including instruments where cash flows changes are linked to environmental, social or governance targets). The amendments are effective for the year beginning January 1, 2026. The Company has evaluated the amendments and determined they are not expected to have a material impact on the financial statements.

IFRS 18, Presentation and Disclosure in Financial Statements (IFRS 18) is a new standard that will provide new presentation and disclosure requirements and replace International Accounting Standard 1, Presentation of Financial Statements (IAS 1). IFRS 18 introduces changes to the structure of the income statement; provides required disclosures in financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements; and provides enhanced principles on aggregation and disaggregation in financial statements. Many other existing principles in IAS 1 have been maintained. IFRS 18 is effective for years beginning on or after January 1, 2027, with earlier application permitted. The Company intends to adopt these amendments for the year beginning January 1, 2027.

The Company has not yet commenced the evaluation of the impact of IFRS 18 on its financial statements.

3. Significant Accounting Estimates and Judgments

The preparation of these financial statements in conformity with IFRS required management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes the estimates and assumptions used in these financial statements are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows.

The Company's significant accounting estimates and judgements applied in these financial statements are as follows:

ACCOUNTING FOR ACQUISITION OF ASSETS AND STREAM, ROYALTY AND OTHER INTERESTS

The Company's business is the acquisition of stream, royalties and other interests. Each stream, royalty and other interest has its own unique terms and judgement is required to assess the appropriate accounting treatment. The determination of whether an acquisition should be accounted for as stream, royalty and other interest or a financial instrument requires the consideration of factors such as (i) the terms of the agreement; (ii) the applicability of the own use exemption under IFRS 9 Financial Instruments ("IFRS 9"); and (iii) whether there is a contractual commitment to repay amounts under the stream, royalty and other interests. The assessment of whether an acquisition meets the definition of a business or whether assets are acquired is another area of key judgement. If deemed to be a business combination, applying the acquisition method to business combinations requires each identifiable asset and liability to be measured at its acquisition date fair value. The excess, if any, of the fair value of the consideration over the fair value of the net identifiable assets acquired is recognized as goodwill. The determination of the acquisition date fair values often requires management to make assumptions and estimates about future events. The assumptions and estimates with respect to determining the fair value of stream, royalty and other interests generally require a high degree of judgement, and include estimates of Mineral Reserves and Resources acquired, future production, metal prices, discount rates, conversion of Resources and exploration potential, foreign exchange rates, taxes, future capital expansion plans and the associated production implications. Changes in any of the assumptions or estimates used in determining the fair value of acquired assets and liabilities could impact the amounts assigned to assets and liabilities.

ATTRIBUTABLE RESERVE AND RESOURCE ESTIMATES

Stream, royalty and other interests are a significant class of assets of the Company, with a carrying value of $318.7 million at December 31, 2025 (December 31, 2024 - $165.4 million). This amount represents the capitalized expenditures related to the acquisition of the stream, royalty and other interests net of accumulated depletion and any impairments. The Company estimates the Reserves and Resources relating to each interest. Reserves and Resources are estimates of the amount of minerals that can be economically and legally extracted from the mining properties at which the Company has stream and royalty interests, adjusted where applicable to reflect the Company's percentage entitlement to minerals produced from such mines. The public disclosures of Reserves and Resources that are released by the operators of the interests involve assessments of geological and geophysical studies and economic data and the reliance on a number of assumptions, including commodity prices and production costs. The estimates of Reserves and Resources may change based on additional knowledge gained subsequent to the initial assessment. Changes in the estimates of Reserves or Resources, or the date of initial production from the mine may impact the carrying value of the Company's stream, royalty and other interests and depletion charges. Stream, royalty and other interests related to producing mines are bifurcated into a depletable and non-depletable balance. The split between the depletable and non-depletable balances is based on a discounted cash flow analysis of the mine plan in question for that royalty or stream. Included in the depletable balance is 100% of Mineral Reserves and a portion of Resources. Included in the non-depletable balance are the remaining Resources (not included in the depletable balance) and any exploration potential, if applicable. If estimates of the value of the depletable and non-depletable balances of a mining property prove to be inaccurate, this could increase the amount of future depletion expense which would reduce the Company's net income and net assets. Changes to depletion rates are accounted for prospectively.


IMPAIRMENT OF STREAM, ROYALTY AND OTHER INTERESTS

Assessment of impairment of stream, royalty and other interests requires the use of judgments, assumptions and estimates when assessing whether there are any indicators that could give rise to the requirement to conduct a formal impairment test as well as in the assessment of their fair values. The assessment of the fair values of stream, royalty and other interests requires the use of estimates and assumptions for Mineral Reserves and Resources, future production, commodity prices, discount rates, conversion of Resources and exploration potential, foreign exchange rates, taxes, future capital expansion plans and the associated production implications. In addition, the Company may use other approaches in determining fair value which may include estimates related to (i) dollar value per unit of mineral reserve/resource; (ii) net asset value multiples (iii) cash-flow multiples; (iv) comparable transactions and (v) market capitalization of comparable assets. Changes in any of the estimates used in determining the fair value of the stream, royalty and other interests could impact the impairment analysis.

FAIR VALUE OF GREENSTONE GOLD INTEREST

The fair value of the Greenstone gold interest was determined by calculating the present value of the future gold deliveries under the GPA. The determination of the fair value of the Greenstone gold interest at period end requires the use of estimates and assumptions for commodity prices, discount rates and the timing of gold receipts received by Versamet under the GPA with Equinox. Changes in any of the estimates and/or assumptions used in determining the fair value could impact the fair value of the Greenstone gold interest at period end and the associated change in fair value of the Greenstone gold interest recorded in the Statement of Income (Loss) and Comprehensive Income (Loss) during the period. Changes in each of the following key assumptions and estimates would have the following impact on the value of the GPA as at December 31, 2025 (with an associated movement in the Statement of Income (Loss) and Comprehensive Income (Loss)):

Key assumption Sensitivity applied to key
assumption
Impact on GPA asset value
at December 31, 2025
Gold price +/- 10% +/- $7.6 million
Discount rate +/- 1% - $3.7 million / + $4.1 million

FUNCTIONAL CURRENCY

The functional currency of the Company is the currency of the primary economic environment in which the entity operates. Determination of functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders functional currency if there is a change in events and conditions which determine the primary economic environment.


INCOME TAXES

The interpretation of new and existing tax laws or regulations in any of the countries in which our royalty and other interests are located or to which shipments of commodities are made or received requires the use of judgment. Differing interpretation or changes to these laws or regulations could result in an increase in the Company's taxes, or other governmental charges, duties or impositions. In addition, the recoverability of deferred income tax assets, including expected periods of reversal of temporary differences and expectations of future taxable income, are assessed by management at the end of each reporting period and adjusted, as necessary, on a prospective basis.

SHARE-BASED COMPENSATION

Stock options

The Company utilizes the BSM to estimate the fair value of stock options granted to directors, officers, employees and consultants of the Company. The use of the BSM requires management to make various estimates and assumptions that impact the value assigned to the stock options including the expected volatility of the stock price, the risk-free interest rate, dividend yield, the expected life of the stock options and the number of options expected to vest. The expected term of the options granted is determined based on historical data of the average hold period before exercise, cancellation or expiry. Volatility is estimated using the historic stock price of similar listed entities, the expected term and the number of equity instruments expected to vest is estimated using management judgement. Prior to the Company publicly listing its common shares, the expected volatility is estimated with reference to the historical volatility of the share price of a peer group of companies as applicable. Any changes in these assumptions and estimates could change the amount of share-based compensation recognized in profit or loss and the share-based compensation reserve. Significant assumptions related to share-based payments are disclosed in note 9.

PRSUs

The Company uses a Monte Carlo pricing model to estimate the fair value of PRSUs granted to directors, officers, employees and consultants of the Company. The use of the Monte Carlo pricing model requires management to make various estimates and assumptions that impact the value assigned to the PRSUs including assumptions with respect to share price, expected life, share price volatility, correlation assumptions and discount rates. Changes in these assumptions and estimates could change the fair value of the amount of share-based compensation recognized in profit or loss and the share-based compensation reserve. Significant assumptions related to PRSUs are disclosed in note 9.

4. Greenstone Gold Interest

Greenstone Gold Purchase Agreement

On October 31, 2023, Versamet paid $52.5 million to enter into a gold purchase agreement with Equinox Gold Corp. ("Equinox")  in exchange for monthly deliveries of gold equal to the greater of (a) 350 gold ounces, and (b) gold ounces equal to 1.26% of the monthly gold production from the Greenstone project in Ontario, Canada, ("Greenstone") at a purchase price per ounce of gold equal to 20% of the then prevailing market price. Monthly gold delivery obligations commenced upon closing of the Greenstone gold interest and will continue until a total of 63,000 ounces of gold have been delivered to Versamet. While gold deliveries will be calculated based on Greenstone production, gold deliveries can be sourced from production from any of Equinox's operating mines. Under the Greenstone gold interest, Equinox retains the option to buy-down deliveries related to 75% of the original delivery obligation at the then current spot gold price, subject to a minimum gold price per ounce of $2,000.

Accounting for the Greenstone Gold Purchase Agreement

In accordance with the Company's accounting policy, the Greenstone gold interest was initially measured at fair value, being the purchase price paid by Versamet for the future stream of gold. Each subsequent period end, the Greenstone gold interest is fair valued using a discounted cash flow of the future expected gold deliveries under the GPA. Significant estimates included in this valuation include commodity prices, discount rates and the timing of deliveries expected to be received by Versamet under the GPA with Equinox. Changes in any of the estimates and/or assumptions used in determining the fair value could impact the fair value of the Greenstone gold interest at period end and the associated change in fair value of the Greenstone gold interest recorded in the Statement of Income and Comprehensive Income during the period.


During the year ended December 31, 2025, the Company received 4,200 oz of gold (2024: 4,200 oz) under the Greenstone gold interest, which was initially recognized in inventory. The Company sold the gold for gross proceeds of $14.4 million in the year ended December 31, 2025 (2024: $10.0 million), upon the sale, the inventory was recognized in cost of sales. The difference between the fair value of the gold delivered and the payment to Equinox for the gold delivered (at a cost per oz of gold equal to 20% of the prevailing market price) was recorded as a partial settlement of the Greenstone gold interest and included in cost of sales; accordingly, the amount recorded in cost of sales was $11.6 million for the year ended December 31, 2025 (2024: $8.0 million). During the year ended December 31, 2025, the Company recognized a gain in the fair value of the Greenstone gold interest of $32.9 million (2024: $14.1 million gain) primarily driven by an increase in consensus gold prices.

Details of the changes in the carrying value of the Greenstone gold interest are as follows:

In $000s   $  
Balance - December 31, 2023   56,218  
       
Gold deliveries (recognized in cost of sales)   (7,992 )
Change in fair value   14,060  
Balance - December 31, 2024   62,286  
       
Gold deliveries (recognized in cost of sales)   (11,580 )
Change in fair value   32,922  
Balance - December 31, 2025   83,628  
       
Less: Current portion, December 31, 2025   (10,784 )
Non-current portion, December 31, 2025   72,844  

5. Stream and Royalty Acquisitions

During the year ended December 31, 2025

ROSH PINAH ZINC SILVER STREAM AND SANTA RITA ROYALTY

On September 24, 2025, the Company entered into an agreement with funds advised by Appian Capital Advisory Limited to acquire a 90% silver stream on Rosh Pinah Zinc's operating mine in Namibia (the "Silver Stream") and an uncapped, life of mine 2.75% net smelter return ("NSR") royalty on Atlantic Nickel's operating Santa Rita mine in Brazil for upfront cash consideration of $125.0 million and contingent consideration of up to $45.0 million upon the following milestones being achieved at the Santa Rita mine:

  • $22.5 million upon the processing of the first 1.0 million tonnes of underground ore provided that occurs prior to July 1, 2035; and

  • $22.5 million upon Santa Rita achieving a throughput rate of 12,500 tonnes per day from underground ore over a 90-day period, provided that occurs prior to July 1, 2035.

The contingent payments and related assets have not been recognized as they are dependent on uncertain future events which are outside of the Company's control.

After a total of 3.1 million ounces of silver have been delivered under the Silver Stream, Versamet will be entitled to receive 45% of the payable silver for the remaining life of the mine. Versamet will make ongoing cash payments equal to 10% of the spot silver price for each ounce delivered to the Silver Stream.

Both the Silver Stream and Santa Rita royalty have an Effective Date of July 1, 2025. For an initial period commencing on the Effective Date, payable silver will be based on the production of recovered zinc from the mine (the "Production Index") as follows:

  • 4,000 ounces of payable silver per million pounds of recovered zinc until the delivery of 250,000 silver ounces to the Silver Stream; and

  • 2,850 ounces of payable silver per million pounds of recovered zinc thereafter.

The Production Index will terminate on the earlier of i) 1,350,000 ounces of silver delivered to the Silver Stream, or ii) December 31, 2028. After the termination of the Production Index, payable silver will be based on actual payable silver production from the Rosh Pinah Zinc mine.

Management has determined that the acquisition of the Silver Stream and Santa Rita royalty are considered to be asset acquisitions as they did not meet the definition of a business under IFRS.

The Company received $1.2 million of Santa Rita royalty related to the period between the Effective Date and closing of the agreement, which was treated as a purchase price adjustment and credited against the acquisition cost of the royalty. In addition, $0.4 million and $0.2 million of costs associated with the acquisition of the Silver Stream and Santa Rita royalty, respectively, were added to the carrying values of the assets held within Royalty, Stream and Other interests (note 6).

KOLPA COPPER STREAM

In April 2025, the Company entered into an agreement to acquire the right to purchase refined copper equal to the greater of 95.8% of the copper produced and 0.03 pounds of copper per pound of produced lead from Endeavour Silver Corp.'s operating Huachocolpa Uno mine in Peru ("Kolpa") until 6,000 tonnes of refined copper have been delivered, after which Versamet will be entitled to purchase 71.85% of the produced copper. Once 10,500 tonnes of refined copper have been delivered, Versamet will have the right to purchase 47.9% of the life of mine copper produced (the "Copper Stream"). Versamet will make ongoing cash payments equal to 10% of the spot price of copper for each tonne of refined copper delivered. As consideration for the Copper Stream, Versamet made an upfront cash payment of $35.0 million. In addition, $0.1 million of costs associated with the acquisition of the Copper Stream were added to the carrying value of the asset held within Royalty, Stream and Other interests (note 6).

During the year ended December 31, 2024

B2GOLD PORTFOLIO

On June 5, 2024, Versamet entered into a definitive purchase and sale agreement with B2Gold Corp. ("B2Gold") to acquire a portfolio of royalty assets from B2Gold. The Transaction closed in two tranches. The first tranche closed on June 5, 2024 (the "First Closing"), and concurrent with this closing, Versamet purchased 5 royalty assets, including the following assets listed below, in return for 24,409,994 common shares of the Company at an issue price of C$4.00 per common share (total value: $71.6 million):

i) 2.7% NSR royalty (until 2.5 million oz of gold produced, 0.45% NSR on next 1.5 million oz) on the Kiaka project based in Burkina Faso.

ii) 2.7% NSR royalty (until royalty payments total US$22.5 million, and 0.45% thereafter until 1.5 million oz of gold produced) on the Toega project based in Burkina Faso.

iii) 1.5% NSR royalty on the gold-copper Primavera project based in Nicaragua.

On August 13, 2024, Versamet completed the second and final closing (the "Second Closing") related to the acquisition of a royalty portfolio from B2Gold. The Second Closing included the acquisition of a 2.0% NSR royalty over the Mocoa copper-molybdenum project in Colombia owned by Libero Copper & Gold Corporation and a 2.0% NSR royalty on the primary claims plus a 1% NSR royalty on periphery claims over the Golden Sidewalk gold project in Ontario, Canada owned by Prosper Gold Corp in return for  3,493,969 common shares of the Company at an issue price of C$4.00 per common share (total value of $10.25 million).

Management has determined that the acquisition of royalty interests acquired from B2Gold are considered to be asset acquisitions as the royalties acquired did not meet the definition of a business under IFRS. The fair value of the consideration paid for the mining royalties acquired from B2Gold has been allocated based on their fair value at the time of acquisition. The fair value of the common shares issued as consideration was determined to be C$4.00 per common share. The fair value of the mining royalties purchased was determined based on the net present value of the discounted cash flows from each of the royalties. The estimated future cash flows are calculated using estimated production, sales prices and discount rates. Estimated future production is determined using current Reserves and the portion of Resources expected to be classified as Reserves. Estimated sales prices are determined by reference to a long-term consensus metal prices. The discount rates used are those which are considered appropriate for the respective royalty, its risk profile and the relevant commodity.

Management has completed the process of determining fair values for the assets acquired.


The allocation of the consideration (for both the First and Second Closing) to the estimated fair value of assets is as follows:

In $000s   $  
Purchase Price      
       
Common shares issued   81,860  
Legal fees capitalized   76  
Total purchase price consideration   81,936  
       
Assets acquired      
Royalty interests (note 6)   81,936  

6. Royalty, Stream and Other Interests

The carrying amount of the Company's royalty, stream and other interests are as follows:

    Cost     Accumulated Depreciation and
Impairment
       
Asset, Location
(In $000s)
  Opening
$
    Net
Additions/
(Disposals)

$
    Reclassified
$
    Closing
$
    Opening
$
    Depletion
$
    Closing
$
    Carrying
Amount
1

$
 
December 31, 2025                                                
Depletable Royalty, Stream and Other Interests                                                
Rosh Pinah, Namibia   -     85,403     -     85,403     -     (651 )   (651 )   84,752  
Kiaka, Burkina Faso   58,730     -     -     58,730     -     (1,592 )   (1,592 )   57,138  
Santa Rita, Brazil   -     38,964     -     38,964     -     (476 )   (476 )   38,488  
Kolpa, Peru   -     35,090     -     35,090     -     (2,227 )   (2,227 )   32,863  
Mercedes, Mexico   10,985     -     -     10,985     (4,754 )   (910 )   (5,664 )   5,321  
Blackwater, Canada   7,538     -     -     7,538     -     (321 )   (321 )   7,217  
Pilar, Brazil   5,609     -     -     5,609     (2,259 )   -     (2,259 )   3,350  
                                                 
Non-depletable Royalty and Other Interests                                                
El Pilar, Mexico   17,490     -     -     17,490     -     -     -     17,490  
Vittangi, Sweden   15,000     -     -     15,000     -     -     -     15,000  
Toega, Burkina Faso   11,205     -     -     11,205     -     -     -     11,205  
Mercedes, Mexico   5,837     -     -     5,837     (5,837 )   -     (5,837 )   -  
Cuiú Cuiú, Brazil1   -     -     2,070     2,070     -     -     -     2,070  
                                                 
Exploration and Evaluation Assets                                                
Hackett River, Nunavut   14,716     -     -     14,716     -     -     -     14,716  
Mocoa, Colombia   10,000     -     -     10,000     -     -     -     10,000  
Prairie Creek, Canada   7,514     -     -     7,514     -     -     -     7,514  
Mason, Nevada   4,876     -     -     4,876     -     -     -     4,876  
Converse, Nevada   4,391     -     -     4,391     -     -     -     4,391  
Cuiú Cuiú, Brazil1   2,070     -     (2,070 )   -     -     -     -     -  
Primavera, Nicaragua   1,391     -     -     1,391     -     -     -     1,391  
Other   904     -     -     904     -     -     -     904  
Total   178,256     159,457     -     337,713     (12,850 )   (6,177 )   (19,027 )   318,686  



    Cost     Accumulated Depreciation and Impairment        
Asset, Location
(In $000s)
  Opening
$
    Net
Additions/
(Disposals)

$
    Closing
$
    Opening
$
    Depletion
$
    Impairment
$
    Closing
$
    Carrying
Amount
1

$
 
December 31, 2024                                                
Depletable Royalty and Other Interests                                                
Mercedes, Mexico   10,985     -     10,985     (1,398 )   (843 )   (2,513 )   (4,754 )   6,231  
Pilar, Brazil   5,609     -     5,609     (2,259 )   -     -     (2,259 )   3,350  
                                                 
Non-depletable Royalty and Other Interests                                                
Kiaka, Burkina Faso   -     58,730     58,730     -     -     -     -     58,730  
El Pilar, Mexico   17,490     -     17,490     -     -     -     -     17,490  
Vittangi, Sweden   15,000     -     15,000     -     -     -     -     15,000  
Toega, Burkina Faso   -     11,205     11,205     -     -     -     -     11,205  
Blackwater, Canada   7,538     -     7,538     -     -     -     -     7,538  
Mercedes, Mexico   5,837     -     5,837     -     -     (5,837 )   (5,837 )   -  
                                                 
Exploration and Evaluation Assets                                                
Hackett River, Nunavut   14,716     -     14,716     -     -     -     -     14,716  
Mocoa, Colombia         10,000     10,000     -     -     -     -     10,000  
Prairie Creek, Canada   7,514     -     7,514     -     -     -     -     7,514  
Mason, Nevada   4,876     -     4,876     -     -     -     -     4,876  
Converse, Nevada   4,391     -     4,391     -     -     -     -     4,391  
Cuiú Cuiú, Brazil   2,070     -     2,070     -     -     -     -     2,070  
Primavera, Nicaragua         1,391     1,391     -     -     -     -     1,391  
Other   294     610     904     -     -     -     -     904  
Total   96,320     81,936     178,256     (3,657 )   (843 )   (8,350 )   (12,850 )   165,406  

1. The total carrying amount of royalty, streams and other interests at December 31, 2025 includes $229,129 (December 31, 2024: $9,581) of depletable mineral interest. The remaining $89,557 (December 31, 2024: $155,825) is classified as non-depletable mineral interest, of which $43,792 (December 31, 2024: $45,862) are classified as Exploration and Evaluation assets, as defined by IFRS 6 Exploration for and Evaluation of Mineral Resources and $45,765 (December 31, 2024: $109,963) are assets not yet in production that are classified as development assets under IAS 16. During the year ended December 31, 2025, no assets were acquired which have been classified as Exploration and Evaluation assets (2024: $12,001). During the year ended December 31, 2025, the Cuiú Cuiú project demonstrated technical feasibility and commercial viability of extracting a mineral resource and our royalty was reclassified as an asset accounted for under IFRS 6 to an asset under IAS 16 (no assets were reclassified during the year ended December 31, 2024).

Royalty interest impairment

During the year ended December 31, 2024, the Mercedes Mine experienced operational challenges and then on January 29, 2025, Bear Creek Mining Corporation ("Bear Creek") announced an updated estimate of mineral reserves and mineral resources (R&R) for the Mercedes Mine. The updated estimate of R&R at the Mercedes Mine was lower than that previously used by management of the Company when valuing its royalty interest in the mine. As a result of these factors, the Company determined there to be an impairment indicator with respect to the carrying value of its Mercedes royalty interest as at December 31, 2024.

The Company determined the fair value of the Mercedes asset as at December 31, 2024 using a fair value less costs to sell model, being a discounted cash flow model of the expected production from the Mercedes mine and the associated royalty payments.  Management of Versamet used the updated R&R as released by Bear Creek as a basis for the production expected from the remaining life of mine. Significant assumptions used in the discounted cash flow included the gold price (based on consensus gold prices) and an 8% discount rate. A $100 drop in the gold price used in the model would result in an increased impairment of approximately $0.3 million. A 1% increase in the discount rate would have increased the impairment expense by approximately $0.1 million. Management determined that as at December 31, 2024 the recoverable amount of the Mercedes royalty interest was $6.2 million, resulting in an impairment charge of $8.4 million during the year ended December 31, 2024.


During the year ended December 31, 2025, no impairment charges were recorded.

7. Credit Facilities

On September 24, 2025, the Company amended its credit facility agreement to increase its revolving credit facility to $100.0 million with a $25.0 million accordion feature (the "RCF") and added a new $80.0 million term loan facility (the "TL") (together the "Credit Facilities") arranged by Bank of Montreal ("BMO"), as lead arranger, and National Bank of Canada ("NBC"). Amounts drawn on the Credit Facilities are subject to interest at SOFR plus 2.25% to 3.50% per annum, and the undrawn portion of the RCF is subject to a standby fee of 0.5063% to 0.7875% per annum, both of which are dependent on the Company's leverage ratio (as defined in the Credit Facilities agreement). The TL is repayable in quarterly instalments of $7.5 million commencing on March 31, 2026, with a final bullet payment of $20.0 million at maturity on March 31, 2028. The RCF matures on April 30, 2028. Unamortized deferred financing costs on the Credit Facilities will be amortized over the remainder of the RCF and TL terms. The Credit Facilities are secured by the Company's present and future acquired assets.

On March 4, 2026, the Company amended the Credit Facilities agreement to upsize the RCF to $200.0 million with a $25.0 million accordion feature (the "Upsized RCF") and retire the TL, which was fully repaid (note 17). The interest rates and standby fees on the Upsized RCF remain unchanged from the RCF. The Upsized RCF matures on March 4, 2029.

Under the Credit Facilities, the Company is required to maintain certain leverage and interest coverage ratios and minimum liquidity amounts. As at December 31, 2025, the Company was in compliance with all of the covenants related to the Credit Facilities.

A continuity of the amount outstanding under the Credit Facilities is as follows:

In $000s   $  
Balance - December 31, 2023   19,712  
       
Accrued Interest   1,039  
Interest paid   (1,323 )
Accretion of discount   180  
Repayment   (19,000 )
Balance - December 31, 2024    608   
       
Drawdown   181,000  
Repayment   (11,000 )
Accrued interest   5,070  
Interest paid   (5,075 )
Accretion of discount   48  
Fees reclassified to deferred financing costs   349  
Balance - December 31, 2025   171,000  
       
Less: Current portion, December 31, 2025   (30,000 )
Non-current portion, December 31, 2025   141,000  

The Company capitalized $1.5 million of deferred financing costs during the year ended December 31, 2025, which relates to $1.2 million of commitment and other fees and $0.3 million of prior period unamortized costs which were reclassified. Amortization of the deferred financing costs for the year ended December 31, 2025 were $0.3 million ($nil for the comparable periods in 2024).

8. Convertible Debt

On October 31, 2023, Versamet entered into a $16.0 million (the C$22.2 million) convertible loan with Beedie Capital Investments Ltd ("Beedie Capital") (the "Beedie Convertible Loan"). The Beedie Convertible Loan was denominated in Canadian dollars, had a term of 5 years and was scheduled to mature on October 31, 2028. Interest on the Beedie Convertible Loan consisted of an 8% base interest rate and a 1.5% paid-in-kind ("PIK") rate, with the PIK rate reducing to 1.0% upon the public listing of the Company. The Company had the option to pay 25-50% of the base interest rate in common shares of the Company, subject to certain conditions. Amounts outstanding under the Beedie Convertible Loan could be converted into common shares of the Company, at the option of Beedie Capital, at a price of C$4.20 per common share. The Company had the option to prepay the Beedie Convertible Loan, subject to certain fees.


On April 30, 2025, the Company exercised its prepayment option and repaid and canceled the Beedie Convertible Loan. On repayment, Beedie Capital elected not to convert amounts outstanding into common shares of the Company. Consequently, the Company repaid the full amount of the loan and accrued interest outstanding in cash which resulted in a derecognition of both the Beedie Convertible Loan and the Convertible debt derivative liability related to the conversion option. The derecognition of the Convertible debt derivative liability of $3.2 million resulted in an equivalent gain in the Statement of Income (Loss) and Comprehensive Income (Loss). As a result of the revised repayment date, the Company recognized an increase in the carrying amount of the Beedie Convertible Loan of $3.3 million due to the accelerated recording of the accretion expense with a corresponding increase in finance expense. The Company also incurred $2.4 million of non-recurring prepayment fees which were recognized in finance and interest expense during the year ended December 31, 2025.

A continuity of the Beedie Convertible Loan and the Beedie Derivative Liability is as follows:

In $000s   $  
Balance - December 31, 2023   12,568  
       
Accrued Interest   1,301  
Interest paid   (1,301 )
Accrued PIK interest   246  
Accretion of discount   564  
Foreign exchange gain   (1,044 )
Balance - December 31, 2024   12,334  
       
Accrued Interest   417  
Interest paid   (417 )
Accrued PIK interest   79  
Accretion of discount   204  
Foreign exchange loss   518  
Accelerated accretion of discount due to revised repayment date   3,255  
Repayment   (16,390 )
Balance - December 31, 2025   -  
       
Amount allocated to Derivative Liability   $  
Balance - December 31, 2023    3,685  
       
Change in FVTPL   (400 )
Balance - December 31, 2024    3,285  
       
Change in FVTPL   (112 )
Derecognition on repayment   (3,173 )
Balance - December 31, 2025   -  

During the year ended December 31, 2025, the Company settled $0.2 million of interest owed to Beedie through issuance of 55,615 common shares (2024: 176,370 common shares were issued to settle interest owed of $0.5 million).


9. Share Capital and Reserves

Authorized, Issued and Outstanding

The Company is authorized to issue an unlimited number of common shares without par value.

On September 12, 2025, the Company consolidated its issued and outstanding common shares on the basis of five (5) pre-consolidation common shares for each one (1) post-consolidation common share (the "Share Consolidation"). As a result of the Share Consolidation, the 466,836,693 pre-consolidation common shares were consolidated to 93,367,340 post-consolidation common shares. The number of common shares issuable, issue prices and exercise price, where applicable, under the Company's stock option, restricted share unit and performance restricted share unit plans were proportionately adjusted based on the ratio of the Share Consolidation. All share and per share information in these financial statements has been adjusted to reflect the Share Consolidation.

On August 13, 2024, B2Gold subscribed for 2,556,562 Common Shares at C$4.00 per Common Share for total gross cash proceeds of $7.5 million in conjunction with the acquisition of the B2Gold Portfolio (note 5).

Share-based compensation

During the years ended December 31, 2025 and 2024, the breakdown of the Company's share based compensation was as follows:

In $000s   Year ended
Dec. 31, 2025
$
    Year ended
Dec. 31, 2024
$
 
Stock options   811     698  
Restricted Share Units   942     1,700  
Performance Restricted Share Units   (79 )   167  
Total share-based compensation expense   1,674     2,565  

STOCK OPTIONS

The Company has an omnibus equity incentive plan (the "Equity Plan") which allows the Company to grant stock options to eligible employees, officers, directors and consultants at an exercise price, expiry date, and vesting conditions to be determined by the Board of Directors. The maximum expiry term is ten years from the grant date. All options are equity settled. The Equity Plan provides for the issuance of up to 10% of the Company's issued Common shares as at the date of the grant.

A continuity schedule for stock options is as follows:

Stock Options   Number  
Outstanding - December 31, 2023   1,906,000  
       
Granted   418,786  
Outstanding - December 31, 2024   2,324,786  
       
Granted   1,253,817  
Exercised   (36,000 )
Forfeited   (244,571 )
Outstanding - December 31, 2025   3,298,032  

The weighted average common share price at the time the stock options were exercised during the year ended December 31, 2025, was C$11.98. No stock options were exercised during the year ended December 31, 2024.


The following are the weighted average assumptions used in the Black-Scholes Model to estimate the grant date fair value of the stock options granted:

    Year ended
Dec. 31, 2025
    Year ended
Dec. 31, 2024
 
Expected stock price volatility   41.4%     40.0%  
Risk-free interest rate   3.1%     3.3%  
Expected life of the options   5 years     5 years  
Expected dividend yield   0.0%     0.0%  
Forfeiture rate   5.0%     5.0%  
Grant date fair value per option $ 1.09   $ 0.99  

As at December 31, 2025, the Company had the following stock options outstanding:

Number outstanding Exercisable Exercise Price per Share Expiry Date Weighted average life
remaining (years)
1,220,000 1,220,000 $3.50 September 1, 2027 1.67
200,000 200,000 $3.50 November 28, 2026 0.91
150,000 100,000 $3.50 February 27, 2028 2.16
150,000 100,000 $3.50 March 20, 2028 2.22
150,000 100,000 $3.50 April 3, 2028 2.26
29,375 29,375 $3.50 November 28, 2026 0.91
330,661 110,220 $3.50 January 15, 2029 3.04
608,996 Nil $4.00 January 15, 2030 4.04
259,000 Nil $4.00 May 9, 2030 4.36
200,000 Nil $4.00 May 12, 2030 4.36
3,298,032 1,859,595 $3.66 - 2.64

RESTRICTED SHARE UNITS ("RSU")

The Company has a Restricted Share Unit ("RSU") incentive plan whereby the Company may grant RSUs to eligible employees, officers, directors and consultants with an expiry date and vesting conditions to be determined by the Board of Directors.

A continuity schedule for RSUs is as follows:

Restricted Share Units   Number  
Outstanding - December 31, 2022 & 2023   400,000  
       
Granted   658,826  
Outstanding - December 31, 2024    1,058,826  
       
Granted   651,563  
Settled   (566,750 )
Forfeited   (144,875 )
Outstanding - December 31, 2025   998,764  

The holders of the RSUs have the right to defer receipt of the common shares underlying the RSUs upon vesting. As at December 31, 2025, there were 464,771 RSUs which are exercisable and settlement has been deferred at the election of the holder.


The grant date fair value of the RSUs is determined using the market value of the underlying common shares at the date of the grant and is adjusted based on the number of RSUs expected to ultimately vest. The weighted average grant date fair value of the RSUs granted during the year ended December 31, 2025 was $2.70 per RSU.

PERFORMANCE RESTRICTED SHARE UNITS ("PRSU")

The Company has a Performance Restricted Share Unit ("PRSU") incentive plan whereby the Company may grant PRSUs to eligible employees, officers, directors and consultants with an expiry date and vesting conditions to be determined by the Board of Directors.

A continuity schedule for PRSUs is as follows:

Performance Restricted Share Units   Number  
Outstanding - December 31, 2023 & 2024   400,000  
       
Granted   400,000  
Forfeited   (400,000 )
Outstanding - December 31, 2025   400,000  

On February 28, 2025, 400,000 PRSUs were forfeited upon the resignation of the CEO resulting in the reversal of $0.4 million of previously expensed share-based compensation.

On April 30, 2025, the Company granted 400,000 equity-settled PRSUs to the CEO which vest upon the achievement of the following two milestones: (a) the first anniversary of the date of grant, and (b) a 40-day volume weighted average share price for the Company of greater than or equal to C$7.00 at any time prior to April 1, 2028. 

The following assumptions were used in a Monte Carlo simulation to estimate the grant date fair value of the PRSUs:

    Year ended
Dec. 31, 2025
 
Expected stock price volatility   43.9%  
Risk-free interest rate1   Various  
Expected life of the options   3 years  
Expected dividend yield   0.0%  
Forfeiture rate   0.0%  
Grant date fair value per PRSU $ 1.49  

1. The Risk-free rate was based on the Canadian Overnight Index Swap curve as at the grant date.


Earnings per share

Basic and diluted earnings (loss) per share is calculated based on the following:

In $000s
(except for shares and per share amounts)
  Year ended
Dec. 31, 2025
$
    Year ended
Dec. 31, 2024
$
 
Net income (loss)   20,332     (2,448 )
Basic weighted average number of shares   92,771,182     76,201,998  
Basic earnings (loss) per share   0.22     (0.03 )
             
Effect of dilutive securities            
Stock options   1,415,687     -  
RSUs   1,047,466     -  
PRSUs   271,769     -  
Diluted weighted average number of common shares   95,506,104     76,201,998  
Diluted earnings (loss) per share   0.21     (0.03 )

The following table lists the number of potentially dilutive securities which were excluded from the computation of diluted earnings per share because the exercise prices plus any unamortized share-based compensation per share, if relevant, exceeded the average market value of the common shares during the year ending December 31, 2025 of C$6.98, or the Company was in a net loss position.

Number   Year ended
Dec. 31, 2025
    Year ended
Dec. 31, 2024
 
Stock options   -     174,487  
RSUs   -     1,031,752  
Beedie Convertible Loan   -     5,320,228  

10. Administrative Expenses by Nature

In $000s   Year ended
Dec. 31, 2025
$
    Year ended
Dec. 31, 2024
$
 
Business development expenses   146     49  
Corporate administration   742     392  
Professional fees   911     503  
Salaries and benefits   4,167     2,017  
Administrative expenses before share-based compensation   5,966     2,961  
Share-based compensation   1,674     2,565  
Total administrative expenses   7,640     5,526  


11. Taxation

The breakdown of the income tax expense during the following years is as follows:

In $000s   Year ended
Dec. 31, 2025
$
    Year ended
Dec. 31, 2024
$
 
Current income tax expense   560     509  
Deferred income tax expense   8,710     1,065  
Total income tax expense   9,270     1,574  

The current tax expense was incurred as a withholding tax payable on the royalty revenue earned from certain foreign royalties.

Reconciliation of Effective Tax Rate

The income tax amounts disclosed below are based on the tax positions of the Company for the periods presented. The Company is subject to Canadian federal and provincial tax for the estimated assessable profit for the years ended December 31, 2025 and 2024 at a rate of 27%. The Company had no assessable profit in Canada for all periods disclosed.

The tax expense at statutory rates for the Company can be reconciled to the reported income for the years as follows:

In $000s
(except for tax rate)
  Year ended
Dec. 31, 2025
$
    Year ended
Dec. 31, 2024
$
 
Net income (loss) before income tax expense   29,602     (874 )
Statutory income tax rate   27%     27%  
Expected income tax expense (recovery) at the statutory rate   7,993     (236 )
             
Withholding taxes on royalty revenue   408     372  
Non-deductible expenses   621     1,693  
Recognition of temporary differences   269     (104 )
Change in unrecognized tax assets   (21 )   (151 )
Total income tax expense   9,270     1,574  

Deferred Income Taxes

The following table summarizes the composition of the Company's deferred tax liabilities:

In $000s   Year ended
Dec. 31, 2025
$
    Year ended
Dec. 31, 2024
$
 
Greenstone gold interest   (13,977 )   (5,101 )
Royalty, stream and other interests   (4,961 )   (1,291 )
Financing costs and other   2,401     764  
Non-capital losses   6,365     4,166  
Total recognized net deferred tax liabilities   (10,172 )   (1,462 )

As at December 31, 2025, the Company has deductible Canadian non-capital tax losses of $23.6 million that expire between 2042 to 2045.


The significant components of the Company's unrecognized deferred tax assets are as follows:

In $000s   Year ended
Dec. 31, 2025
$
    Year ended
Dec. 31, 2024
$
 
Investments and other   13     58  
Capital losses   323     257  
Non-capital losses   38     38  
Total unrecognized deferred income tax assets   374     353  

In assessing the recoverability of deferred tax assets other than deferred tax assets resulting from the initial recognition of assets and liabilities that do not affect accounting or taxable profit, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Tax attributes are subject to revision and potential adjustment by tax authorities.

12. Related Party Transactions

Related parties are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, either directly or indirectly. Related parties of the Company include the members of the Board of Directors, officers of the Company, close family members of these individuals, and any companies controlled by these individuals.

Sandstorm

Sandstorm was a related party of the Company as a result of it having significant influence through its share ownership in the Company and the ability to nominate for election a representative to the board of directors of the Company.

The Company had a convertible note outstanding with Sandstorm which was fully converted during the year ended December 31, 2024, leaving a remaining balance of nil at December 31, 2025.

On October 20, 2025, Sandstorm was acquired by Royal Gold Inc. ("Royal Gold") and Royal Gold became a related party through its acquired share ownership in the Company. Royal Gold subsequently sold its shares in Versamet to Tether Investments, S.A. de C.V. ("Tether") and Nemesia S.à.r.l ("Nemesia"), a company controlled by trusts of the Lundin family, and Royal Gold ceased to be a related party.

The Company entered a License agreement with Sandstorm for C$20,000 per month for rent and other shared office costs for total costs of C$0.2 million for the period between January 1, 2025 and October 20, 2025, when Royal Gold ceased to be a related party.

Equinox

Effective June 28, 2022, Equinox was considered to be a related party of the Company as a result of its share ownership in Versamet. Effective June 5, 2024, Equinox's share ownership percentage was reduced, and it was determined that it no longer had significant influence over the Company and accordingly effective June 5, 2024 is no longer considered to be a related party of Versamet.

The Company entered into the Greenstone gold interest with Equinox during the year ended December 31, 2023 (note 4).

B2Gold

Effective June 5, 2024, B2Gold was considered to be a related party of the Company as a result of Versamet being an associate of this entity (as a result of their share ownership in the Company) and the ability of B2Gold to nominate a representative to the board of directors of the Company.


Compensation of Key Management Personnel

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. Versamet considers its Board of Directors, as well as the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") to be key management personnel. Compensation for key management personnel of the Company was as follows:

In $000s   Year ended
Dec. 31, 2025
$
    Year ended
Dec. 31, 2024
$
 
Salaries and benefits   2,005     850  
Share-based compensation   810     1,134  
Total   2,815     1,984  

13. Segmented Information

The Company's reportable operating segments, which are components of the Company's business where separate financial information is available and which are evaluated on a regular basis by the Company's CEO, who is the Company's chief operating decision maker, for the purpose of assessing performance, are summarized in the tables below. The Company's operating segments are considered to be its individual royalties, streams and the Greenstone gold interest and the segment measure of profit or loss is Income (loss) before taxes. The Company's head office and general corporate administration (including finance expenses and derivative fair value changes) are included within 'Corporate' to reconcile the reportable segments to the financial statements.

For the year ended December 31, 2025:

Segment, Location (In $000s)   Sales3
$
    Royalty
revenue
3

$
    Cost of
sales 2
$
    Depletion
$
    Change in
fair value of
Greenstone
gold interest

$
    Income
(loss)

before
taxes

$
    Cash flow
from
operating
activities
4

$
 
Blackwater, Canada   -     1,209     -     (321 )   -     888     1,209  
Cuiú Cuiú, Brazil   -     250     -     -     -     250     250  
Greenstone, Canada   14,425     -     (14,475 )   -     32,922     32,872     11,530  
Kiaka, Burkina Faso   -     8,101     -     (1,592 )   -     6,509     8,101  
Kolpa, Peru   3,860     -     (388 )   (2,227 )   -     1,245     3,473  
Mercedes, Mexico   -     2,090     -     (910 )   -     1,180     2,090  
Rosh Pinah, Namibia   2,416     -     (243 )   (651 )   -     1,522     2,172  
Santa Rita, Brazil   -     2,410     -     (476 )   -     1,934     2,410  
Total segments   20,701     14,060     (15,106 )   (6,177 )   32,922     46,400     31,235  
                                           
Operating expenses 1   -     -     -     -     -     (7,640 )   (5,966 )
Foreign exchange loss   -     -     -     -     -     (548 )   (25 )
Finance and interest expense net of interest income   -     -     -     -     -     (11,895 )   -  
Change in fair value of derivative liability   -     -     -     -     -     3,285     -  
Income tax paid   -     -     -     -     -     -     (559 )
Movement in working capital   -     -     -     -     -     -     (7,740 )
Total Corporate   -     -     -     -     -     (16,798 )   (14,290 )
Segments & Corporate total   20,701     14,060     (15,106 )   (6,177 )   32,922     29,602     16,945  

1. Includes all operating expenses from the Statement of Income (Loss) and Comprehensive Income (Loss) with the exception of impairment charges and the change in value of the Greenstone gold interest (and excludes share-based compensation and impairment charges from cash flow from operating activities).

2. Cost of sales include cost of sales for the Greenstone gold interest consisting of a $2.9 million cash payment to Equinox for gold delivered (at a cost per oz of gold equal to 20% of the prevailing market price) and a $11.6 million non-cash partial settlement of the Greenstone gold interest due to the gold delivered in the year.


3. Royalty revenue from the Blackwater, Kiaka, Mercedes and Santa Rita royalties are each considered to be from a single customer.  The gold, silver and copper received from the Greenstone gold interest, Rosh Pinah stream and Kolpa stream were each sold to one customer.

4. Segment cash flows from operating activities are based on current year royalty revenues and adjusted for timing of cash receipts through movement in working capital adjustments.

For the year ended December 31, 2024:

Segment, Location (In $000s)   Sales3
$
    Royalty
revenue
3

$
    Cost of
sales 2
$
    Depletion
$
    Change in fair
value of
Greenstone
gold interest

$
    Impairment
$
    Income
(loss)

before
taxes

$
    Cash flow
from
operating
activities
4

$
 
Greenstone, Canada   9,988     -     (9,989 )   -     14,060     -     14,059     7,990  
Mercedes, Mexico   -     2,037     -     (843 )   -     (8,350 )   (7,156 )   2,036  
Total segments   9,988     2,037     (9,989 )   (843 )   14,060     (8,350 )   6,903     10,026  
                                                 
Operating expenses 1   -     -     -     -     -     -     (5,526 )   (2,960 )
Foreign exchange loss   -     -     -     -     -     -     780     (16 )
Finance and interest expense net of interest income   -     -     -     -     -     -     (3,431 )   -  
Change in fair value of derivative liability   -     -     -     -     -     -     400     -  
Income tax paid   -     -     -     -     -     -     -     (509 )
Movement in working capital   -     -     -     -     -     -     -     857  
Total Corporate   -     -     -     -     -     -     (7,777 )   (2,628 )
Segments & Corporate total   9,988     2,037     (9,989 )   (843 )   14,060     (8,350 )   (874 )   7,398  

1. Includes all operating expenses from the Statement of Income (Loss) and Comprehensive Income (Loss) with the exception of the change in value of the Greenstone gold interest (and excludes share-based compensation from cash flow from operating activities).

2. Cost of sales include cost of sales for the Greenstone gold interest consisting of a $2.0 million cash payment to Equinox for gold delivered (at a cost per oz of gold equal to 20% of the prevailing market price) and a $8.0 million non-cash partial settlement of the Greenstone gold interest due to the gold delivered in the year.

3. Royalty revenue from the Mercedes royalty is considered to be from one customer. The gold received from the Greenstone gold interest was sold to one customer.

4. Segment cash flows from operating activities are based on current year royalty revenues and adjusted for timing of cash receipts through movement in working capital adjustments.


Total Non-Current Assets by Segment

In $000s   December 31, 2025
$
    Dec. 31, 2024
$
 
Prepaid gold interest            
Greenstone gold interest   72,844     54,658  
             
Royalty, Stream & Other Assets            
Rosh Pinah, Namibia   84,752     -  
Kiaka, Burkina Faso   57,138     58,730  
Santa Rita, Brazil   38,488     -  
Kolpa, Peru   32,863     -  
El Pilar, Mexico   17,490     17,490  
Vittangi, Sweden   15,000     15,000  
Hackett River, Nunavut   14,716     14,716  
Toega, Burkina Faso   11,205     11,205  
Mocoa, Colombia   10,000     10,000  
Prairie Creek, Canada   7,514     7,514  
Blackwater, Canada   7,217     7,538  
Mercedes, Mexico   5,321     6,231  
Mason, Nevada   4,876     4,876  
Converse, Nevada   4,391     4,391  
Pilar, Brazil   3,350     3,350  
Cuiú Cuiú, Brazil   2,070     2,070  
Primavera, Nicaragua   1,391     1,391  
Other   904     904  
Total Royalty, stream & other interests   318,686     165,406  
Total   391,530     220,064  

Total Non-Current Assets by Geographic Region

In $000s   December 31, 2025
$
    Dec. 31, 2024
$
 
North America   134,369     117,414  
Africa   153,095     69,935  
Central and South America   88,162     16,811  
Europe   15,000     15,000  
Other   904     904  
Total   391,530     220,064  


14. Supplemental Cash Flow Information

In $000s   Year ended
Dec. 31, 2025
$
    Year ended
Dec. 31, 2024
$
 
CHANGES IN NON-CASH WORKING CAPITAL:            
Trade and other receivables and prepaid assets   (9,324 )   76  
Trade and other payables   1,584     781  
Net (decrease) increase in cash   (7,740 )   857  
             
SIGNIFICANT NON-CASH TRANSACTIONS:            
Equity issued for royalty portfolio acquisition   -     81,860  
Settlement of convertible note in shares   -     7,629  
Settlement of interest payments in shares (note 8)   155     487  

15. Financial Instruments

As at December 31, 2025 and 2024, the Company's financial instruments consist of cash and cash equivalents, trade and other receivables, investments, the Greenstone gold interest, trade and other payables and the Credit Facilities. The Company classifies cash and cash equivalents and trade and other receivables as financial assets held at amortized cost; the Company holds its investments at FVTOCI. The Company classifies trade and other payables and the Credit Facilities as other financial liabilities held at amortized cost. The Greenstone gold interest is carried at FVTPL.

The fair value hierarchy establishes three levels to classify the inputs of valuation techniques used to measure fair value. The three levels of the fair value hierarchy are below:

Level 1 - fair values based on unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - fair values based on inputs that are observable for the asset or liability, either directly or indirectly; and

Level 3 - fair values based on inputs for the asset or liability that are not based on observable market data.

The following table sets forth the Company's financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as at December 31, 2025 and 2024:

As at December 31, 2025:

In $000s   Total
$
    Quoted prices in active
markets for identical
assets (Level 1)

$
    Significant other
observable inputs
(Level 2)

$
    Significant
unobservable inputs
(Level 3)

$
 
Investments   1,011     1,011     -     -  
Greenstone gold interest   83,628     -     -     83,628  
Total   84,639     1,011     -     83,628  


As at December 31, 2024:

In $000s   Total
$
    Quoted prices in active
markets for identical
assets (Level 1)

$
    Significant other
observable inputs
(Level 2)

$
    Significant
unobservable inputs
(Level 3)

$
 
Investments   730     730     -     -  
Greenstone gold interest   62,286     -     -     62,286  
Beedie Convertible Loan   12,334     -     12,334     -  
Beedie Derivative Liability   3,285     -     -     3,285  
Total   78,635     730     12,334     65,571  

The fair value of the Company's other financial instruments, which include cash and cash equivalents, trade and other receivables, and trade and other payables, approximate their carrying values at December 31, 2025 and 2024, due to their short-term nature. The fair value of the Company's Credit Facilities, which is measured using Level 2 inputs, approximates its carrying value due to the nature of its market-based rate of interest. There were no transfers between the levels of the fair value hierarchy during the years ended December 31, 2025 and 2024.

The risk exposure arising from these financial instruments is summarized as follows:

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is limited to the carrying value of its cash and cash equivalents and trade and other receivables. The Company's trade and other receivables are subject to the credit risk of the counterparties who own and operate the mines underlying Versamet's royalty, stream and other assets portfolio. In order to mitigate its exposure to credit risk, the Company monitors its financial assets and holds its cash with a highly rated Canadian financial institution.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's approach to managing liquidity risk is to have in place a planning and budgeting process to ensure that it will have sufficient liquidity to meet liabilities when due in the normal course of operations. In assessing liquidity risk, the Company takes into account its cash and expected income from royalties, stream and the Greenstone gold interest.

The following table shows the Company's contractual obligations as they fall due as at December 31, 2025 and total at December 31, 2024:

In $000s   Within 1 year
$
    1-5 years
$
    Over 5 years
$
    Total
Dec. 31, 2025
$
    Total
Dec. 31, 2024
$
 
Trade and other payables   2,878     -     -     2,878     1,233  
Credit facilities 1   41,711     153,089     -     194,800     1,153  
Beedie Convertible Loan 1   -     -     -     -     21,784  
Total   44,589     153,089     -     197,678     24,170  

1. The estimated interest amounts related to the Credit facilities and the Beedie Convertible Loan are included in the table above.


Market risk

Market risk is the risk that changes in market prices, such as commodity price risk, foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings or financial instruments.

Commodity price risk is the risk that the fair value or future cash flows of the Company's financial instruments will fluctuate because of changes in market prices. Commodity prices can be subject to volatile price movements, which can be material and can occur over short periods of time and are affected by numerous factors, all of which are beyond the Company's control.

Financial instruments that impact net income and total comprehensive income of the Company due to currency fluctuations include cash and cash equivalents, investments, and trade and other payables denominated in Canadian dollars. Based on the Company's Canadian dollar monetary assets and monetary liabilities as at December 31, 2025, a 10% increase or decrease in the Canadian dollar relative to the United States dollar would have an approximate impact of $0.1 million on net income and $0.1 million on total comprehensive income as at December 31, 2025.

The Company is exposed to commodity price movements as a result of the Greenstone gold interest (note 4). The Company holds the Greenstone gold interest at FVTPL. The fair value is calculated using a series of inputs into a discounted cash flow including the gold price. A 10% increase or decrease in the gold price used in the valuation as at December 31, 2025 would increase or decrease net income and total comprehensive income by $7.6 million.

16. Capital Management

The Company manages its capital structure and adjusts it, based on the funds available to the Company, to support its' activities, continue as a going concern and maximize its return to stakeholders. The Company considers capital to be all accounts in equity and all borrowings of the Company. The Company is subject to certain covenants under the Credit Facilities (note 7); at December 31, 2025 the Company was in compliance with all covenants. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of management to maintain an appropriate liquidity profile to allow management to execute on its strategic plan. Additional funds may be required to finance the Company's operations in the future.

17. Subsequent events

On January 2, 2026, the Company granted 185,200 RSUs to officers, employees, and consultants which vest in 3 equal tranches on the first, second and third anniversaries of the date of the grant. On January 2, 2026, the Company granted 50,000 RSUs to directors which vested on February 2, 2026.

On February 9, 2026, the Company completed a bought deal public offering (the "Offering"), pursuant to which the Company sold 10,300,000 common shares, at a price of C$13.75 per common share for gross proceeds of C$141.6 million. The Company paid the underwriters a cash fee of 5% of the aggregate gross proceeds of the Offering. Concurrently, the Company completed a non-brokered private placement with Tether Investments S.A. de C.V. ("Tether Investments"), to which the Company sold 1,575,712 common shares at a price of C$13.75 for proceeds of C$21.7 million, pursuant to the exercise of Tether Investment's participation rights in the Offering.

The Company repaid $126.0 million on amounts drawn on the Company's Credit Facilities (note 7) from proceeds from the Offering and private placement and cash on hand.

On March 4, 2026, the Company amended its credit facility agreement to upsize the RCF to $200.0 million with a $25.0 million accordion feature and retire the TL, which was fully repaid. The interest rates and standby fees on the Upsized RCF remain unchanged from those under the Credit Facilities agreement (note 7). The Upsized RCF matures on March 4, 2029.

On March 5, 2026, the Company's common shares commenced trading on the Nasdaq Capital Market ("Nasdaq") under the symbol "VMET".




 

Table of Contents

1. Introduction 3
   
2. Overview and description of the business 3
   
3. Outlook 3
   
4. Company highlights and financial information 4
   
5. Summary of royalty, stream and other interests owned by Versamet 5
   
6. Summary of annual and quarterly results 9
   
7. Results of operations 11
   
8. Liquidity and capital resources 13
   
9. Transactions with related parties 15
   
10. Outstanding share data 16
   
11. Non-IFRS measures 16
   
12. Off-balance sheet arrangements 19
   
13. Significant estimates and judgments 20
   
14. Financial instruments and capital management 20
   
15. Other risk factors 22
   
16. Internal controls over financial reporting and disclosure controls and procedures 22
   
17. Cautionary note regarding forward-looking statements 23


1. Introduction

This Management's Discussion and Analysis ("MD&A") of Versamet Royalties Corporation. ("Versamet" or the "Company") has been prepared by management as of March 12, 2026, and should be read in conjunction with the Company's financial statements for the years ended December 31, 2025 and 2024 and related notes thereto which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations issued by the International Financial Reporting Interpretations Committee. Unless otherwise specified, all financial information in this MD&A has been prepared in accordance with IFRS. All dollar amounts herein are expressed in U.S. dollars ("USD"), the Company's functional currency, unless stated. References to C$ are to Canadian dollars.

This MD&A contains forward-looking statements and should be read in conjunction with the risk factors described under "Other risk factors" and "Cautionary note on forward-looking statements" in this MD&A.

The head office, principal address and registered office of Versamet is located at Suite 3200, 733 Seymour St, Vancouver, British Columbia, V6B 0S6.

2. Overview and description of the business

Versamet is a precious metals focused royalty and streaming company with a global portfolio of royalty and streaming assets. The Company is focused on building a diverse portfolio of royalty, streaming and other interests, and to date, has built a portfolio of 28 mining royalties and streams, ranging from those which are currently under exploration through to those which are in production and which are already cash-generating for Versamet.

The Company further expects cash flow to grow over time through exposure (via its royalty, stream and other interests) to potential exploration success, throughput expansions, mine life extensions and new mine builds. Through the process of building a diverse portfolio of royalty, stream and other interests, management of Versamet believes it is maximizing upside potential to strengthening metal prices and resource growth, while minimizing downside risk.                                                       

Versamet's current royalties and streams are detailed further below under "5. Summary of royalty, stream and other interests owned by Versamet". The Company is continually assessing potential opportunities to grow its portfolio of assets through acquisition opportunities, and in doing so is supported by its largest shareholders, B2Gold Corp. (~29%), Equinox Gold Corp. ("Equinox") (~11%), Tether (~13%) and the Lundin family (~9%).

3. Outlook

Versamet expects1 2026 attributable GEOs2 to be between 20,000 to 23,000 at an average cash cost margin2 of approximately 93%, with approximately 85% of expected revenue derived from gold and silver. 2026 expected GEOs would represent another record for the Company and more than a 100% year-over-year increase. 2026 GEOs are calculated using consensus prices and based on public forecasts from operators and the Company's internal estimates.

1. Statements made in this section contain forward-looking information. Refer to the forward-looking statements section of this MD&A.

2. See "11. Non-IFRS measures"


4. Company highlights and financial information

Operating results for the three months and year ended December 31, 2025

  • Record total revenue of $18.4 million and $34.8 million for the three months and year ended December 31, 2025 (2024: $3.2 million and $12.0 million);

  • Record GEOs of 4,4301 and 9,8151 for the three months and year ended December 31, 2025 (2024: 1,2321 and 5,0651);

  • Record operating cash flows, excluding working capital changes, of $13.9 million1 and $24.7 million1 for the three months and year ended December 31, 2025 (2024: $1.1 million1 and $6.5 million1);

  • Net income of $15.1 million and $20.3 million for the three months and year ended December 31, 2025 (2024: net losses of $7.3 million and $2.5 million); and

  • Adjusted EBITDA of $13.6 million1 and $23.0 million1 for the three months and year ended December 31, 2025 (2024: $1.4 million1 and $5.3 million1).

1. See "11. Non-IFRS measures"

Strategic events:

FINANCING

On February 9, 2026, the Company completed a bought deal public offering (the "Offering"), pursuant to which the Company sold 10,300,000 common shares, at a price of C$13.75 per common share for gross proceeds of C$141.6 million. The Company paid the underwriters a cash fee of 5% of the aggregate gross proceeds of the Offering. Concurrently, the Company completed a non-brokered private placement with Tether Investments S.A. de C.V. ("Tether Investments"), to which the Company sold 1,575,712 common shares at a price of C$13.75 for proceeds of C$21.7 million, pursuant to the exercise of Tether Investment's participation rights in the Offering.

The Company used the proceeds from the Offering and private placement to repay $124.0 million of amounts outstanding on the Company's Credit Facilities.

US LISTING

On March 5, 2026, the Company's common shares commenced trading on the Nasdaq Capital Market ("Nasdaq") under the symbol "VMET". Versamet's common shares continue to trade on the Toronto Stock Exchange ("TSX") under the symbol "VMET". The listing did not involve any concurrent financing, and no new shares were issued.

$200 MILLION REVOLVING CREDIT FACILITY WITH $25 MILLION ACCORDION

On March 4, 2026, the Company amended its credit facility agreement to increase its revolving credit facility ("RCF") to $200 million with a $25 million accordion feature (the "Upsized RCF") arranged by Bank of Montreal ("BMO"), as lead arranger, and National Bank of Canada ("NBC"). The Upsized RCF replaces the existing $100 million RCF and $80 million term loan (the "TL") (together the "Credit Facilities"). Amounts drawn on the Upsized RCF are subject to interest at SOFR plus 2.25% to 3.50% per annum, and the undrawn portion of the Upsized RCF is subject to a standby fee of 0.5063% to 0.7875% per annum, both of which are dependent on the Company's leverage ratio (as defined in the Upsized RCF agreement). The Upsized RCF matures on March 4, 2029.


Revenue and Attributable GEO Performance

The following table summarizes the Company's total revenues from royalty, stream and other interests during the three months and year ended December 31, 2025 and 2024:

In $000s   3 months ended
Dec. 31, 2025
$
    3 months ended
Dec. 31, 2024
$
    Year ended
Dec. 31, 2025
$
    Year ended
Dec. 31, 2024
$
 
Blackwater   350     -     1,209     -  
Cuiú Cuiú   -     -     250     -  
Greenstone gold interest   4,390     2,768     14,425     9,988  
Kiaka   6,349     -     8,101     -  
Kolpa   1,911     -     3,860     -  
Mercedes   636     481     2,090     2,037  
Rosh Pinah   2,416     -     2,416     -  
Santa Rita   2,312     -     2,410     -  
Total revenue   18,364     3,249     34,761     12,025  

The following table summarizes the Company's Attributable GEOs from royalty, stream and other interests during the three months and year ended December 31, 2025 and 2024:

    3 months ended
Dec. 31, 2025
    3 months ended
Dec. 31, 2024
    Year ended
Dec. 31, 2025
    Year ended
Dec. 31, 2024
 
Blackwater   85     -     339     -  
Cuiú Cuiú   -     -     72     -  
Greenstone gold interest   1,050     1,050     4,200     4,200  
Kiaka   1,535     -     2,042     -  
Kolpa   463     -     1,034     -  
Mercedes   154     182     611     865  
Rosh Pinah   584     -     584     -  
Santa Rita2   559     -     933     -  
Total Attributable GEOs1   4,430     1,232     9,815     5,065  

1. See "11. Non-IFRS measures"

2. Includes GEOs related to Santa Rita adjustment for the year ended December 31, 2025 (See "11. Non-IFRS measures")

5. Summary of royalty, stream and other interests owned by Versamet

As of the date of this MD&A, Versamet currently owns 28 royalties and streams, of which seven are currently cash-generating for Versamet and an additional one is expected to be cash-flowing in early 2026. A description of the royalties, streams and other interests of Versamet is included below. Versamet does not conduct mining operations on the properties in which it holds a royalty, stream or other interest, and as such it is not required to contribute to capital costs, exploration costs, environmental costs or other operating costs on those properties. Management of Versamet believes diversification of our royalties and streams, both in terms of project, metal type and jurisdiction will be key in the Company's success as it is well positioned to take advantage of strengthening metals prices while minimizing downside risk.


A full listing of the Company's royalty, stream and other interests is presented in the table below: 

Project Location Details % Product Project Ownership
PRODUCING        
Blackwater Canada 0.21 NSR 1 Au Artemis Gold Inc.
Greenstone Canada 1.26 interest 2 Au Equinox Gold Corp.
Kiaka Burkina Faso 2.7 NSR 3 Au West African Resources Limited
Kolpa Peru 95.8 stream 4 Cu Endeavour Silver Corp.
Mercedes Mexico 2.0 NSR Au, Ag Highlander Silver Corp.
Rosh Pinah Zinc Namibia 90.0 stream 5 Ag Appian Capital Advisory LLP
Santa Rita Brazil 2.75 NSR Ni, Cu, Au, Co, PGM Appian Capital Advisory LLP
NEAR-TERM CASH FLOWING        
Cuiú Cuiú Brazil 1.5 NSR 6 Au, Ag Cabral Gold Inc.
El Pilar Mexico 1.0 GRR 7 Cu Southern Copper Corp.
Toega Burkina Faso 2.7 NSR 8 Au West African Resources Limited
Vittangi Sweden 1.0 NSR Graphite Talga Group Ltd.
DEVELOPMENT        
Converse USA 1.0 NSR Au, Ag Roxmore Resources Inc.
Hackett River Canada 2.0 NSR Zn, Ag, Cu, Pb, Au Glencore Canada Corp.
Mason USA 0.4 NSR Cu, Au, Mo, Ag Hudbay Minerals Inc.
Prairie Creek Canada 1.2 NSR Zn, Pb, Ag NorZinc. Ltd.
Pilar Brazil 1.0 NSR Au Pilar Gold Inc.
EXPLORATION        
Adi Dairo Ethiopia 1.0 NSR Cu, Zn, Au Sun Peak Metals Corp.
Ajax Canada 1.5 NSR Cu, Au, Ag KGHM / Abacus Mining & Exploration Co.
Bobosso Cote d'Ivoire 1.0 NSR Au Montage Gold Corp.
Del Norte Canada 1.0 NSR Au, Ag Teuton Resources Corp.
Golden Sidewalk Canada 2.0 NSR Au Prosper Gold Corp.
Midas Canada 1.0 NSR Au, Ag Teuton Resources Corp.
Mocoa Colombia 2.0 NSR Cu, Mo Copper Giant Resources Corp.
Nefasit Ethiopia 1.0 NSR Cu, Zn, Au Sun Peak Metals Corp.
Pacaska Peru 0.5 NSR Au, Cu Copper Standard Resources Inc.
Primavera Nicaragua 1.5 NSR Au, Cu Equinox Gold Corp.
Wiluna Australia 2.0 NSR Uranium Toro Energy Limited
Zuun Mod Mongolia 1.5 NSR Mo, Cu Erdene Resource Development Corp.

1. 0.21% net smelter returns royalty applicable to approximately 35-50% of production (Versamet management estimate).

2. Greater of i) 1.26% of monthly production at Greenstone (100%), or ii) 350 ounces Au, until 63,000 ounces Au have been delivered; gold deliveries subject to per-ounce payments equal to 20% of the prevailing spot gold price at time of delivery.

3. 2.7% NSR royalty (100% basis) until 2.5 Moz Au produced; 0.45% NSR royalty on the next 1.5 Moz Au.

4. Greater of i) 95.8% of produced copper and ii) 0.03 tonnes of copper per tonne of produced lead until 6,000 tonnes of copper delivered; 71.85% of produced copper until 10,500 tonnes of copper delivered; 47.9% of produced copper thereafter; copper deliveries subject to payments equal to 10% of the spot price.

5. Payable silver will be calculated as 4,000 ounces of payable silver per million pounds of recovered zinc until the delivery of 250 koz to the stream and 2,850 ounces of payable silver per million pounds of recovered zinc (inclusive of the first 250 koz above) until the earlier of i) the delivery of 1.35 Moz of silver to the stream or ii) December 31, 2028. Subsequently, payable silver will be 90% of the payable silver produced from the mine. Silver deliveries are subject to per-ounce payments equal to 10% of the prevailing spot silver price at the time of delivery.

6. On the completion of a positive Technical Report, an advance royalty payment of $250,000 per year commences. Advance royalty payments are creditable against future production royalties

7. 1.0% gross revenue royalty excludes the first 85 Mlbs of payable copper production.

8. 2.7% NSR royalty (100% basis) until royalty payments total $22.5 million; 0.45% NSR royalty thereafter until 1.5 Moz produced.


Q4 2025 Portfolio Updates

This section provides updates to the Company's portfolio of assets. Where there are no material updates in the quarter, no discussion has been included.

Producing assets

Greenstone, Canada (1.26% interest)

During the fourth quarter, the Greenstone mine produced 72,091 ounces of gold. Operational performance at the mine continued to improve, with 33% more ore mined, 15% more ore processed and 23% higher grade processed compared to the third quarter. The Greenstone mine is expected to produce 250,000 - 300,000 ounces of gold in 2026.

Versamet is entitled to monthly deliveries equal to the greater of 1.26% of produced gold or 350 ounces of gold. Attributable production from Greenstone totaled 1,050 GEOs in Q4 2025.

For more information, please refer to Equinox's news release dated February 18, 2026.

Kiaka, Burkina Faso (2.7% NSR)

During the fourth quarter, Kiaka produced 62,287 ounces and sold 56,293 ounces, its first full quarter of operational phase reporting since completion of construction. Kiaka held 15,468 ounces of unsold gold bullion at the end of the quarter, which Versamet expects to partially contribute to Q1 2026 revenue and GEOs. Open pit mining continued to ramp up well during Q4, delivering a 76% increase in mined ounces compared to Q3. The process plant continued to ramp up on schedule, increasing mill throughput by 25% and grade by 44% over the prior quarter, and achieving 92.9% metallurgical recovery.

For more information, please refer to West African Resources ASX announcement dated January 28, 2026.

Blackwater, Canada (0.21% NSR)

During the fourth quarter, the Blackwater mine produced 68,480 ounces of gold, bringing full year 2025 gold production to 192,808 ounces. Artemis Gold Inc. ("Artemis") has provided production guidance for 2026, expecting to produce 265,000-290,000 ounces of gold. Total growth capital is expected to be in the range of $670 to $745 million, which includes $95 to $100 million for the Phase 1A processing plant expansion, which is expected to be completed, commissioned and fully ramped up during Q4 2026.

On December 15, 2025, Artemis announced approval for the expanded Phase 2 project ("EP2"), which will increase processing capacity from an expected 8 Mtpa before the end of 2026 to 21 Mtpa before the end of 2028. Once EP2 is in production, the Blackwater Mine is expected to produce an average of 500,000 to 525,000 ounces of gold for the first 10 full years. The full EP2 investment decision is conditional upon receipt of formal confirmation of adequate hydro-electricity supply from BC Hydro, expected in early 2026.

For more information, please refer to Artemis's news releases dated December 15, 2025 and February 18, 2026.


Kolpa, Peru (95.8% copper stream)

During the fourth quarter, Kolpa processed 198,830 tonnes (2,160 tonnes per day ("tpd")), producing 631,867 ounces of silver, 5,750 tonnes of lead, 3,034 tonnes of zinc and 106 tonnes of copper in concentrate.

On January 16, 2026, Endeavour Silver ("Endeavour") provided its guidance for 2026. Plant throughput at Kolpa is forecast to range from 2,300 to 2,500 tpd, and copper production is expected to be between 650 and 750 tonnes. Endeavour is investing $26.5 million on capital projects at Kolpa in 2026, including $2.7 million for 3.5 kilometers of mine development in the Bienaventurada and Poderosa areas. A further $7.1 million will be for mine infrastructure, equipment, and building improvements. Growth expenditures of $16.7 million will support a plant expansion to increase capacity to 2,500 tpd, including ongoing installation of a new ball mill, upgrades to flotation cells and expansion of the tailings storage facility. Management estimates the plant expansion to be completed in Q1 2026.

For more information, please refer to Endeavour Silver's news release dated January 16, 2026.

Rosh Pinah, Namibia (90% silver stream)

In Q4, the Company received its inaugural silver delivery from Rosh Pinah, contributing 584 GEOs. In addition, final settlement of a concentrate shipment in Q3 2025 occurred in early January 2026, which will contribute to Versamet's Q1 2026 GEOs.

On February 6, 2026, Appian Capital Advisory provided an update on Rosh Pinah, including the commissioning of the new paste fill plant, a critical component of the RP2.0 expansion project. RP2.0, which will nearly double the mine's processing throughput to 1.3 million tonnes per year, continues to advance on schedule, with overall construction progress now surpassing 85%. Completion is expected in Q3 2026, with ramp-up commencing shortly thereafter. In parallel, an extensive diamond drilling program is underway aimed at expanding its mineral resource base and extending the mine life. The program includes more than 80,000 metres of drilling through 2027, encompassing infill, step-out and regional exploration drilling. Results to date have been encouraging, reinforcing the opportunity for further resource expansion and long-term value creation beyond RP2.0.

For more information, please refer to Appian Capital Advisory's media release dated February 6, 2026.

Santa Rita, Brazil (2.75% NSR)

During the fourth quarter, the Santa Rita mine produced 7,621,000 pounds of payable nickel, 2,170,000 pounds of payable copper and 70,000 pounds of payable cobalt.

On October 21, 2025, Appian and International Finance Corporation, a member of the World Bank Group, announced the launch of a new $1 billion partnership to accelerate the responsible development of critical minerals, metals and mining related projects in emerging markets. The fund's first investment is the Santa Rita mine, which is currently transitioning to underground production which is expected to produce approximately 30,000 tonnes per year of nickel equivalent with a mine life exceeding 30 years.

For more information, please refer to Appian's news release dated October 22, 2025.

Mercedes (2% NSR)

On February 26, 2026, Highlander Silver Corp. completed the acquisition of Bear Creek Mining Corporation and the Mercedes mine.


For more information, please refer to Highland Silver's news release dated February 26, 2026.

Development assets

Toega, Burkina Faso (2.7% NSR)

On January 28, 2026, West African Resources provided an update on the Toega deposit. Haul road construction is well advanced and remains on schedule to enable ore delivery to the Sanbrado processing plant in early Q3 2026. Pre-stripping of the open pit commenced during the quarter with material movement expected to ramp up to steady state production by the end of Q1 2026.

For more information, please refer to WAFs ASX announcement dated January 28, 2026.

Cuiú Cuiú, Brazil, 1.5% NSR

On March 5, 2026, Cabral Gold Inc. ("Cabral") provided a construction update on its Phase 1 gold-in-oxide heap leach project at Cuiú Cuiú. Construction activity for the Phase 1 gold-in-oxide heap leach construction project is 54% complete, with the project on budget and on schedule for plant commissioning in the third quarter of 2026, followed by commercial production in the fourth quarter of 2026. .

For more information, please refer to Cabral Gold's news release dated March 5, 2026.

6. Summary of annual and quarterly results

The following table is a summary of the Company's financial results and position for the last 3 completed years:

    YEAR ENDED  
In $000s, except GEO and share amounts   Dec. 31, 2025     Dec. 31, 2024     Dec. 31, 2023  
Total revenue   34,761     12,025     3,140  
Attributable GEOs1   9,815     5,065     1,593  
Average realized gold price per ounce   3,671     2,374     1,948  
Average cash cost per attributable GEO1   359     394     -  
Average cash cost margin1   90%     83%     100%  
Net income (loss)   20,332     (2,448 )   (3,124 )
Other comprehensive income   245     193     70  
Basic earnings (loss) per share   0.22     (0.03 )   (0.08 )
Diluted earnings (loss) per share   0.21     (0.03 )   (0.08 )
Weighted average shares (basic)   92,771,182     76,201,998     37,083,308  
Weighted average shares (diluted)   95,506,104     76,201,998     37,083,308  
Total assets   418,008     230,249     157,739  
Long-term liabilities2   151,172     2,070     27,490  
Operating cash inflows before working capital changes1   24,685     6,540     600  
Cash flows per share before working capital changes1   0.27     0.09     0.02  
EBITDA1   47,674     3,400     294  
Adjusted EBITDA1   23,047     5,282     (972 )

1. See "11. Non-IFRS measures".

2. In January 2020, the IASB published narrow scope amendments to IAS 1 Presentation of financial statements. The narrow scope amendment clarifies that liabilities are classified as either current or noncurrent, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date. The amendments were effective for annual periods beginning on or after January 1, 2024 and applied retrospectively. The Company adopted the narrow scope amendments on January 1, 2024. These amendments resulted in the Company recognizing the Beedie Convertible Loan as a current liability and a portion of the Sandstorm Convertible Note as a current liability as at December 31, 2023.


The Company's revenue and earnings reflect the results of the Company's producing royalties, streams and Greenstone gold interest. Revenue and earnings have continued to increase since 2023 as a result of an increase in producing assets in the Company's portfolio and commodity prices. The increase in total assets is reflective of acquisitions of royalty and stream interests which were funded through issuance of common shares of the Company and drawdowns on the Credit Facilities, resulting in an associated increase in non-current financial liabilities in 2025.

The following table is a summary of the Company's financial results and position for the 8 most recently completed quarters:

    THREE MONTHS ENDED  
In $000s1, except GEO and
share amounts
  Dec. 31,
2025
    Sep. 30,
2025
    Jun. 30,
2025
    Mar. 31,
2025
    Dec. 31,
2024
    Sep. 30,
2024
    Jun. 30,
2024
    Mar. 31,
2024
 
Total revenue   18,364     8,118     4,826     3,454     3,249     3,178     2,901     2,697  
Attributable GEOs2   4,430     2,699     1,475     1,211     1,232     1,288     1,237     1,308  
Average realized gold price per ounce   4,145     3,451     3,272     2,853     2,636     2,468     2,346     2,063  
Average cash cost per attributable GEO2   298     323     500     495     449     403     398     332  
Average cash cost margin2   93%     91%     84%     83%     83%     84%     83%     84%  
Net income (loss)   15,059     3,319     170     1,784     (7,261 )   3,864     1,123     (173 )
Other comprehensive (loss) income   (27 )   545     (325 )   52     (120 )   (55 )   (343 )   711  
Basic earnings (loss) per share   0.16     0.04     0.00     0.02     (0.08 )   0.04     0.02     (0.00 )
Diluted earnings (loss) per share   0.16     0.03     0.00     0.02     (0.08 )   0.04     0.02     (0.00 )
Weighted average shares (basic)   92,986,121     92,971,426     92,744,605     92,414,345     92,311,790     89,427,398     65,314,338     56,897,860  
Weighted average shares (diluted)   96,501,540     95,738,461     94,457,830     94,004,406     92,311,790     90,776,823     68,204,420     56,897,860  
Total assets   418,008     400,448     269,830     231,693     230,249     240,234     225,152     152,097  
Long-term liabilities3   151,172     158,485     55,647     2,123     2,070     5,356     12,364     20,428  
Operating cash inflows (outflows) before working capital changes2   13,929     6,136     3,209     1,411     1,137     2,004     1,780     1,620  
Cash flows per share before working capital changes2   0.15     0.07     0.03     0.02     0.01     0.02     0.03     0.03  
EBITDA2   28,574     7,614     8,073     3,414     (7,848 )   6,682     2,912     1,653  
Adjusted EBITDA2   13,626     5,715     2,220     1,486     1,417     1,639     1,606     619  

1. Sum of all the quarters may not add up to the annual total due to rounding.

2. See "11. Non-IFRS measures".

The net loss in Q1 2024 was driven by higher interest charges in this quarter due to a higher balance outstanding on the RCF at this point ($12.5 million repaid between March 31, 2024 and March 31, 2025), and a higher share-based compensation expense as a result of short-term incentive payments being issued in share-based compensation during Q1 2024 as the Company looked to preserve cash. The net loss and EBITDA in Q4 2024 was driven by an impairment charge of $8.4 million in relation to the Mercedes royalty asset.

As a result of the transaction with B2Gold which closed in two tranches: June 5, 2024 and August 13, 2024, in which the Company acquired a portfolio of royalty assets in return for common shares, the total asset balance and the weighted average common shares balance increased in Q2 2024 and again in Q3 2024. Long term liabilities reduced and weighted average shares outstanding increased during Q2 2024 and again in Q3 2024 as: (i) in conjunction with the first tranche of the transaction closing in June 2024, Sandstorm converted the remaining balance on their convertible note into common shares, and (ii) in conjunction with the second tranche of the transaction closing in August 2024, B2Gold subscribed for $7.5 million in common shares, the proceeds of which, along with $1.2 million of the Company's cash balance, was used to pay down $8.7 million of the RCF.


Revenues increased in Q2 2025 due to sales from the producing Kolpa copper stream, which was purchased in Q2 2025, and royalty revenue from the Blackwater mine, which declared commercial production on May 1, 2025.

Total assets and liabilities increased in Q2 2025 due to the Kolpa copper stream acquisition which was funded by drawdown on the RCF. Funds from the RCF were also used to fully repay the Beedie Convertible Loan; the RCF is recognized as a long-term liability. As a result of prepaying the Beedie Convertible Loan, the Company recognized $2.4 million of non-recurring prepayment fees and $3.3 million of accelerated accretion in finance expense which negatively impacted net income in the period. The increase in finance expense was partially offset by a gain of $3.2 million in relation to the derecognition of the Beedie convertible debt derivative liability as a result of the repayment of the Beedie Convertible Loan.

Revenues and net income increased in Q3 2025 due to inaugural royalty revenue from the Kiaka and Santa Rita mines and ramp up at the Blackwater mine, in addition to higher average realized gold prices.

Total assets and long-term liabilities increased in Q3 2025 due to the acquisitions of the Silver Stream and Santa Rita royalty which were funded by a drawdown on the Company's Credit Facilities. The Company repaid $6.0 million of the amounts drawn on the RCF in Q4 2025.

Revenues and net income increased in Q4 2025 due to ramp up of mining operations at Kiaka, first full quarter of revenue from the Santa Rita royalty, inaugural delivery from the Silver Stream and higher realized commodity prices. Net income further increased due to $18.5 million fair value gain on the Company's Greenstone gold interest primarily driven by an increase in consensus gold prices.

7. Results of operations

Revenue

Total revenue of $18.4 million and $34.8 million during the three months and year ended December 31, 2025, respectively, were a record for the Company (2024: $3.2 million and $12.0 million). The significant increase is reflective of the increase in paying assets and higher realized commodity prices. Refer to the "5. Summary of royalty and other interests owned by Versamet" for commentary on producing assets.

Operating (income) expenses

In $000s   3 months ended
Dec. 31, 2025
$
    3 months ended
Dec. 31, 2024
$
    Year ended
Dec. 31, 2025
$
    Year ended
Dec. 31, 2024
$
 
Cost of sales, excluding depletion   4,852     2,765     15,106     9,989  
Depletion   3,654     171     6,177     843  
Administrative expenses   3,442     1,973     7,640     5,526  
Change in fair value of Greenstone gold interest   (18,482 )   (1,099 )   (32,922 )   (14,060 )
Impairment of royalty interest   -     8,350     -     8,350  
Total operating (income) expenses   (6,534 )   12,160     (3,999 )   10,648  

The increase in costs of sales was primarily driven by the purchase price for silver and copper delivered under the Rosh Pinah and Kolpa streams which were acquired in 2025 and an increase in non-cash partial settlement of the Greenstone gold interest related to higher margins on gold sales as a result of a rising gold price period on period.


The increase in depletion expense is reflective of additional producing streams and royalties compared to the prior corresponding periods.

Administrative expenses increased as the Company's administrative and corporate development processes evolve and grow to properly steward our expanded asset base. Notably, the Company's salaries expense increased due to higher headcount and increase in amounts accrued related to the Company's short term incentive plan in Q4 2025. The Company also incurred additional professional and listing fees related to the listing of the Company's common shares on the TSX Venture in May 2025, graduation to the TSX in December 2025 and preparation for listing on the NASDAQ.

There were gains recognized on the Greenstone gold interest during all periods. The change in value is largely driven by the consensus gold price which have continued to increase over 2024 and 2025 (See "13. Significant estimates and judgments").

In Q4 2024, an impairment expense of $8.4 million was recorded on our Mercedes royalty due to operational challenges at the mine and a decrease in estimated mineral reserves and mineral resources. No impairment charge was recognized in 2025.

Other expenses (income) and taxation

In $000s   3 months ended
Dec. 31, 2025
$
    3 months ended
Dec. 31, 2024
$
    Year ended
Dec. 31, 2025
$
    Year ended
Dec. 31, 2024
$
 
Change in fair value of convertible debt derivative liability   -     (198 )   (3,285 )   (400 )
Finance and interest expense   3,629     669     12,162     3,579  
Foreign exchange   (22 )   (695 )   548     (780 )
Interest income   (152 )   (18 )   (267 )   (148 )
Total other expenses (income)   3,455     (242 )   9,158     2,251  
Income tax expense (recovery) in net income   6,384     (1,407 )   9,270     1,574  

In Q2 2025, the Beedie Convertible Loan was fully repaid and the convertible debt derivative liability related to the conversion option was derecognized, resulting in a gain of $3.2 million.

The increase in finance and interest expense primarily relates to prepayment of the Beedie Convertible Loan and higher outstanding amounts on the Credit Facilities to fund stream and royalty acquisitions in 2025. As a result of the prepayment of the Beedie Convertible Loan, the Company recognized $3.3 million of finance expense due to the accelerated recording of the accretion expense and $2.4 million of non-recurring prepayment fees.

Foreign exchange movements are primarily related to the revaluing the Canadian denominated Beedie Convertible Loan (see "8. Liquidity and capital resources") into US dollars, the Company's functional currency. The weakening of the US dollar as compared to the Canadian dollar prior to repayment on April 30, 2025, lead to a foreign exchange loss, compared to a strengthening of the US dollar in the prior period. Foreign exchange movements subsequent to the repayment of the Beedie Convertible Loan are primarily related to revaluation of Canadian dollar cash on hand and working capital.

The Company recognized a tax expense of $6.4 million and $9.3 million during the three months and year ended December 31, 2025, respectively (2024: $1.4 million recovery and $1.6 million expense). The current period tax expense is primarily driven by deferred taxes related to the increase in the value of the Greenstone gold interest during the period, resulting in a future income tax expense. The current tax expense in all periods relates to withholding taxes payable on royalty revenue earned from certain foreign royalties.


8. Liquidity and capital resources

As at December 31, 2025, the Company had a cash balance of $3.7 million. As of the date of this MD&A the Company has seven revenue-generating royalties and streams, which, together with the working capital of the Company provide sufficient cash for Versamet to cover all operating expenses, working capital requirements and debt repayments for at least 12 months from December 31, 2025.

Cash flows

Quarter ended December 31, 2025, compared to December 31, 2024:

During the quarter ended December 31, 2025, the Company's cash balance increased by $1.2 million. This increase is primarily as a result of: inflows of $18.4 million in revenue, cash payments for metal delivered under streams included within cost of sales of $1.3 million and incurring $2.9 million in cash operating expenses. The Company saw an outflow of $4.2 million relating to working capital. The Company had a net inflow of $0.8 million related to a purchase price adjustment on Santa Rita royalty acquired in Q3 2025 which was collected in Q4 2025. The Company repaid $6.0 million on the RCF and paid $3.2 million in cash interest charges on outstanding debt. Further, the Company paid $0.2 million in cash withholding taxes.

During the quarter ended December 31, 2024, the Company's cash balance decreased by $0.1 million. This decrease is primarily as a result of: inflows of $3.2 million in revenue, cash payments to Equinox included within cost of sales of $0.6 million and incurring $1.4 million in cash operating expenses. The Company saw an inflow of $1.0 million relating to working capital. The Company repaid $1.8 million on the RCF and paid $0.4 million in cash interest charges on outstanding debt. Further, the Company paid $0.1 million in cash withholding taxes.

Year ended December 31, 2025, compared to December 31, 2024:

During the year ended December 31, 2025, the Company's cash balance increased by $2.3 million. This increase is primarily as a result of: inflows of $34.8 million in revenue, cash payments for metal delivered under streams included within cost of sales of $3.5 million and incurring $5.9 million in cash operating expenses. The Company saw an outflow of $7.7 million relating to working capital. The Company drew $181.0 million, and subsequently repaid $11.0 million, on the Credit Facilities to fund the $159.5 million acquisitions of the Rosh Pinah silver stream, Santa Rita royalty and the Kolpa copper stream and $16.4 million repayment of the Beedie Convertible Debt in full. The Company also incurred $8.8 million of financing costs, which included  $2.4 million in non-recurring prepayment fees related to early repayment of the Beedie Convertible Debt, $5.3 million of cash interest charges on debt outstanding and $1.1 million of commitment and other fees. Further, the Company paid $0.6 million in cash withholding taxes.

During the year ended December 31, 2024, the Company's cash balance decreased by $5.3 million. This decrease was a result of the following factors: inflows of $12.0 million in revenue, cash payments to Equinox included within cost of sales of $2.0 million and incurring $3.0 million in cash operating expenses. The Company saw an inflow of $0.8 million relating to working capital. The Company had cash inflows of $1.0 million on the sale of its common shares in Montage Gold. The Company incurred $0.1 million in transaction costs relating to its acquisition of a royalty portfolio from B2Gold. The Company received net proceeds of $7.5 million from a private placement with B2Gold, repaid $19.0 million on the RCF and paid $2.0 million in cash interest charges on debt outstanding net of interest income.


Debt

REVOLVING CREDIT FACILITY

On September 24, 2025, the Company amended its credit facility agreement to increase its RCF to $100 million with a $25 million accordion feature and add a new $80 million term loan facility arranged by BMO, as lead arranger, and NBC (together the "Credit Facilities"). Amounts drawn on the Credit Facilities were subject to interest at SOFR plus 2.25% to 3.50% per annum, and the undrawn portion of the RCF was subject to a standby fee of 0.5063% to 0.7875% per annum, both of which are dependent on the Company's leverage ratio (as defined in the Credit Facilities agreement). The TL was repayable in quarterly instalments of $7.5 million commencing on March 31, 2026, with a final bullet payment of $20 million at maturity on March 31, 2028. The RCF matured on April 30, 2028.

On March 4, 2026, the Company further amended its credit facility agreement to increase its RCF to $200 million with a $25 million accordion feature and retired the TL, which was fully repaid. The interest rates and standby fees on the Upsized RCF remain unchanged from those under the Credit Facilities agreement. The Upsized RCF matures on March 4, 2029.

The Company had principal outstanding amounts of $171 million under the Credit Facilities at December 31, 2025 and $45 million under the Upsized RCF as of the date of this MD&A.

BEEDIE CONVERTIBLE LOAN

On October 31, 2023, Versamet entered into a $16.0 million (the C$22.2 million) convertible loan with Beedie Capital Investments Ltd ("Beedie Capital") (the "Beedie Convertible Loan"). The Beedie Convertible Loan was denominated in Canadian dollars, had a term of 5 years and was scheduled to mature on October 31, 2028. Interest on the Beedie Convertible Loan consisted of an 8% base interest rate and a 1.5% paid-in-kind ("PIK") rate, with the PIK rate reducing to 1.0% upon the public listing of the Company. The Company had the option to pay 25-50% of the base interest rate in common shares of the Company, subject to certain conditions. Amounts outstanding under the Beedie Convertible Loan could be converted into common shares of the Company, at the option of Beedie Capital, at a price of C$4.20 per common share. The Company had the option to prepay the Beedie Convertible Loan, subject to certain fees.

On April 30, 2025, the Company exercised its prepayment option and repaid and canceled the Beedie Convertible Loan. On repayment, Beedie Capital elected not to convert amounts outstanding into common shares of the Company. Consequently, the Company repaid the full amount of the loan and accrued interest outstanding amounts in cash which resulted in a derecognition of both the Beedie Convertible Loan and the Convertible debt derivative liability.

Commitments and contractual obligations

The following table shows the Company's contractual obligations as they fall due as at December 31, 2025 and
December 31, 2024:

In $000s   Within 1 year
$
    1-5 years
$
    Over 5 years
$
    Total
Dec 31, 2025
$
    Total
Dec. 31, 2024
$
 
Trade and other payables   2,878     -     -     2,878     1,233  
Credit facilities 1   41,711     153,089     -     194,800     1,153  
Beedie Convertible Loan 1   -     -     -     -     21,784  
Total   44,589     153,089     -     197,678     24,170  

1. The estimated interest amounts related to the Credit Facilities and the Beedie Convertible Loan are included in the table above.


The Company has no other liabilities other than those presented in the table above or discussed elsewhere in this MD&A and has no commitments for capital expenditures or contractual obligations. The Company intends to grow through the acquisition of additional royalties, streams and other interests, however, capital markets may not be receptive to offerings of new equity from treasury or debt, whether by way of private placements or public offerings. The Company's growth and success may be dependent on external sources of financing which may not be available on acceptable terms.

9. Transactions with related parties

Related parties are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, either directly or indirectly. Related parties of the Company include the members of the Board of Directors, officers of the Company, close family members of these individuals, and any companies controlled by these individuals.

Sandstorm

Sandstorm was a related party of the Company as a result of it having significant influence through its share ownership in the Company and the ability to nominate for election a representative to the board of directors of the Company.

The Company had a convertible note outstanding with Sandstorm which was fully converted during the year ended December 31, 2024, leaving a remaining balance of nil at December 31, 2025.

On October 20, 2025, Sandstorm was acquired by Royal Gold Inc. ("Royal Gold") and Royal Gold became a related party through its acquired share ownership in the Company. Royal Gold subsequently sold its shares in Versamet to Tether Investments, S.A. de C.V. ("Tether") and Nemesia S.à.r.l ("Nemesia"), a company controlled by trusts of the Lundin family, and Royal Gold ceased to be a related party.

The Company entered a License agreement with Sandstorm for C$20,000 per month for rent and other shared office costs for total costs of C$0.2 million for the period between January 1, 2025 to when Royal Gold ceased to be a related party.

Equinox

Effective June 28, 2022, Equinox was considered to be a related party of the Company as a result of its share ownership in Versamet. Effective June 5, 2024, Equinox's share ownership percentage was reduced, and it was determined that it no longer had significant influence over the Company and accordingly, was no longer considered to be a related party of Versamet.

The Company entered into the Greenstone gold interest with Equinox during the year ended December 31, 2023.

B2Gold

Effective June 5, 2024, B2Gold is considered to be a related party of the Company as a result of Versamet being an associate of this entity (as a result of their share ownership in the Company) and the ability of B2Gold to nominate a representative to the board of directors of the Company.


Compensation of Key Management Personnel

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. Versamet considers its Board of Directors, as well as the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") to be key management personnel. Compensation for key management personnel of the Company was as follows:

During the years ended December 31, 2025 and 2024, the Company's compensation cost for key management personnel was as follows:

In $000s   Year ended
Dec. 31, 2025
$
    Year ended
Dec. 31, 2024
$
 
Salaries and benefits   2,005     850  
Share-based compensation   810     1,134  
Total   2,815     1,984  

10. Outstanding share data

As at the date of this MD&A, the Company had 105,645,324 Common Shares outstanding, 2,944,657 stock options outstanding with a weighted average exercise price of C$3.68, 1,223,964 outstanding restricted share units and 400,000 performance-based restricted share units. Of the total Common Shares issued, 395,914 are being held in escrow subject to certain milestones being met with respect to the El Pilar royalty asset; in the event such milestones are not met, these Common Shares are returned to Versamet.

11. Non-IFRS measures

This MD&A refers to certain non-IFRS measures, including (i) Attributable Gold Equivalent Ounces, (ii) average cash cost per Attributable Gold Equivalent Ounce (iii) average cash cost margin (iv) cash flows from operating activities before working capital changes (v) cash flows from operating activities before working capital changes per share (vi) EBITDA and (vii) Adjusted EBITDA (the "Non-IFRS Measures"). The Non-IFRS measures are not standard measures under IFRS and the Company's method of calculating the Non-IFRS Measures may differ from the methods used by other issuers. Therefore, the Company's Non-IFRS measures may not be comparable to similar measures presented by other issuers. See below for a description of each non-IFRS measure and a reconciliation to the nearest IFRS measure for the period.

Attributable Gold Equivalent Ounces is calculated by converting the Company's royalty revenue and stream sales to a GEO basis by dividing the royalty revenue plus stream sales for a period by the average gold price based on the LBMA Gold Price PM Fix per ounce for the same respective period. Total Attributable GEOs sold includes the GEOs from the Company's royalty revenue and stream sales, plus the gold ounces sold from the Greenstone gold interest and Santa Rita royalty amounts received related to the period between the Effective Date and closing of the agreement, which have been treated as an adjustment to the purchase consideration for accounting. Management believes that adjusting for these amounts more accurately depicts GEOs attributable to the Company. The Company presents Total Attributable GEOs as it believes that this is useful information to allow investors to evaluate the Company's performance in comparison to other streaming and royalty companies in the precious metals mining industry that present results on a similar basis.


For the three months ended:

Revenue in $000s   Dec. 31,
2025
    Sep. 30,
2025
    Jun. 30,
2025
    Mar. 31,
2025
    Dec. 31,
2024
    Sep. 30,
2024
    Jun. 30,
2024
    Mar. 31,
2024
 
Revenue   18,364     8,118     4,826     3,454     3,249     3,178     2,901     2,697  

 
   
   
   
   
   
   
   
 
DIVIDED BY:                                                
Average realized gold price per ounce   4,145     3,451     3,272     2,853     2,636     2,468     2,346     2,063  
    4,430     2,354     1,475     1,211     1,232     1,288     1,237     1,308  
Santa Rita Adjustment1   -     345     -     -     -     -     -     -  
Total Attributable GEOs   4,430     2,699     1,475     1,211     1,232     1,288     1,237     1,308  

For the year ended:

Revenue in $000s   Dec. 31,
2025
    Dec. 31,
2024
 
Revenue   34,761     12,025  

 
   
 
DIVIDED BY:            
Average realized gold price per ounce   3,671     2,374  
    9,470     5,065  
Santa Rita Adjustment1   345     -  
Total Attributable GEOs   9,815     5,065  

1. On September 24, 2025, the Company entered into an agreement to acquire a 2.75% net smelter return royalty on Atlantic Nickel's operating Santa Rita mine in Brazil. The Effective Date of the royalty under the agreement was July 1, 2025. The Company received $1.2 million of royalty related to the period between the Effective Date and closing of the agreement, which was treated as a purchase price adjustment and credited against the acquisition cost of the royalty for accounting purposes. The Company has included these royalty amounts in its calculation of GEOs for the three months ended September 30, 2025 and year ended December 31, 2025 (the "Santa Rita Adjustment").

Average cash cost per Attributable GEO is calculated by dividing the Company's cost of sales, excluding depletion and other non-cash cost of sales by the number of Attributable GEOs (described above). The Company presents average cash cost per Attributable GEO as it believes that this is useful information to allow investors to evaluate the Company's performance and ability to generate cash flow in comparison to other streaming and royalty companies in the precious metals mining industry who present results on a similar basis.

Average cash cost margin is calculated by dividing the difference between the Average realized gold price per ounce and the Average cash cost per Attributable GEO by the Average realized gold price per ounce. The Company presents average cash cost margin as it believes that this is useful information to allow investors to evaluate the Company's performance and ability to generate cash flow in comparison to other streaming and royalty companies in the precious metals mining industry who present results on a similar basis.

For the three months ended:

Cost of sales amounts in
$000s
  Dec. 31,
2025
    Sep. 30,
2025
    Jun. 30,
2025
    Mar. 31,
2025
    Dec. 31,
2024
    Sep. 30,
2024
    Jun. 30,
2024
    Mar. 31,
2024
 
Cost of sales (excluding depletion)   4,852     3,769     3,490     2,995     2,765     2,593     2,460     2,171  
Less: non-cash cost of sales related to Greenstone interest   (3,534 )   (2,897 )   (2,753 )   (2,396 )   (2,212 )   (2,075 )   (1,968 )   (1,736 )
Cash cost of sales   1,318     872     737     599     553     518     492     435  

 
   
   
   
   
   
   
   
 
DIVIDED BY:                                                
Total Attributable GEOs   4,430     2,699     1,475     1,211     1,232     1,288     1,237     1,308  
Average cash cost per Attributable GEO   298     323     500     495     449     403     398     332  
Average cash cost margin   93%     91%     84%     83%     83%     84%     83%     84%  


For the year ended:

Cost of sales amounts in $000s   Dec. 31,
2025
    Dec. 31,
2024
 
Cost of sales (excluding depletion)   15,106     9,989  
Less: non-cash cost of sales related to Greenstone interest   (11,580 )   (7,992 )
Cash cost of sales   3,526     1,997  

 
   
 
DIVIDED BY:            
Total Attributable GEOs   9,815     5,065  
Average cash cost per Attributable GEO   359     394  
Average cash cost margin   90%     83%  

Cash flow from operating activities before working capital changes is calculated by adding back the decrease or subtracting the increase in changes in non-cash working capital (being trade and other receivables and prepaid assets and trade and other payables) to or from cash provided by (used in) operating activities. The Company presents cash flows from operating activities before changes in non-cash working capital as it believes this presents a useful measure of the Company's ability to generate cash to cover operating expenses from its cash-flowing royalties.

Cash flows from operating activities before working capital changes per share is calculated by dividing the cash flow from operating activities before working capital changes by the weighted average number of Common Shares of the Company outstanding during the period. The Company presents cash flows from operating activities before changes in non-cash working capital on a per share basis as it believes this presents a useful measure for the shareholders of the Company to evaluate the performance of the Company.

For the three months ended:

In $000s, except for share and
per share amounts
  Dec. 31,
2025

$
    Sep. 30,
2025

$
    Jun. 30,
2025

$
    Mar. 31,
2025

$
    Dec. 31,
2024

$
    Sep. 30,
2024

$
    Jun. 30,
2024

$
    Mar. 31,
2024

$
 
Cash flows provided by operating activities   9,728     4,255     2,310     652     2,103     1,878     1,849     1,566  
Working capital changes   4,201     1,881     899     759     (967 )   126     (69 )   54  
Cash flows from operations before working capital changes   13,929     6,136     3,209     1,411     1,136     2,004     1,780     1,620  
Weighted average ordinary shares outstanding   92,986,121     92,971,426     92,744,605     92,414,345     92,311,790     89,427,398     65,314,338     56,897,860  
Cash flows from operations before working capital changes per share   0.15     0.07     0.03     0.02     0.01     0.02     0.03     0.03  

For the year ended:

In $000s, except for shares and per share amounts   Dec. 31,
2025

$
    Dec. 31,
2024

$
 
Cash flows provided by operating activities   16,945     7,397  
Working capital changes   7,740     (857 )
Cash flows from operations before working capital changes   24,685     6,540  
Weighted average ordinary shares outstanding   92,771,182     76,201,998  
Cash flows from operations before working capital changes per share   0.27     0.09  

EBITDA refers to earnings (or loss) determined in accordance with IFRS, before finance and interest expense, interest income, income tax expense (recovery) and depreciation (including depletion) and amortization. This measure is used by management and investors to determine the ability of an issuer to generate cash from operations. Management believes this measure is a useful supplemental measure from which to determine the Company's ability to generate cash available for working capital requirements, investment expenditures and income taxes.


Adjusted EBITDA adjusts EBITDA to exclude any non-cash cost of sales, impairment charges and gains/loss on assets and liabilities which are market-to-market each reporting period. Management believes this measure is a useful supplemental measure from which to determine the Company's ability to generate cash available for working capital requirements, investment expenditures and income taxes.

For the three months ended:

In $000s   Dec. 31,
2025

$
    Sep. 30,
2025

$
    Jun. 30,
2025

$
    Mar. 31,
2025

$
    Dec. 31,
2024

$
    Sep. 30,
2024

$
    Jun. 30,
2024

$
    Mar. 31,
2024

$
 
Net income (loss)   15,059     3,319     170     1,784     (7,261 )   3,864     1,123     (173 )
Finance and interest expense   3,629     1,313     6,592     628     669     802     995     1,113  
Income taxes   6,384     1,449     662     775     (1,408 )   1,825     621     535  
Interest income   (152 )   (91 )   (13 )   (11 )   (18 )   (35 )   (15 )   (80 )
Depletion   3,654     1,624     662     238     170     226     188     258  
EBITDA   28,574     7,614     8,073     3,414     (7,848 )   6,682     2,912     1,653  
Non-cash cost of sales - Greenstone gold interest   3,534     2,897     2,753     2,396     2,212     2,075     1,968     1,736  
Change in fair value of Greenstone gold interest   (18,482 )   (4,796 )   (5,433 )   (4,212 )   (1,099 )   (6,624 )   (3,951 )   (2,385 )
Change in fair value of derivative liability   -     -     (3,173 )   (112 )   (198 )   (494 )   677     (385 )
Adjustment for Impairment of royalty interest   -     -     -     -     8,350     -     -     -  
Adjusted EBITDA   13,626     5,715     2,220     1,486     1,417     1,639     1,606     619  

For the year ended:

In $000s   Dec. 31,
2025
$
    Dec. 31,
2024

$
 
Net income (loss)   20,332     (2,448 )
Finance and interest expense   12,162     3,579  
Income taxes   9,270     1,574  
Interest income   (267 )   (148 )
Depletion   6,177     843  
EBITDA   47,674     3,400  
Non-cash cost of sales - Greenstone gold interest   11,580     7,992  
Change in fair value of Greenstone gold interest   (32,922 )   (14,060 )
Change in fair value of derivative liability   (3,285 )   (400 )
Adjustment for Impairment of royalty interest   -     8,350  
Adjusted EBITDA   23,047     5,282  

12. Off-balance sheet arrangements

The Company did not have any off-balance sheet arrangements as at December 31, 2025 or December 31, 2024.


13. Significant estimates and judgments

The preparation of the Financial Statements in conformity with IFRS required management to make estimates and assumptions that affect amounts reported in the Financial Statements and accompanying notes. Management believes the estimates and assumptions used in the Financial Statements are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows.

Significant judgments made by management in applying the Company's accounting policies and the key sources of estimation uncertainty are the same as those that applied to the annual financial statements as at and for the year ended December 31, 2025.

14. Financial instruments and capital management

As at December 31, 2025 and 2024, the Company's financial instruments consist of cash and cash equivalents, trade and other receivables, investments, the Greenstone gold interest, trade and other payables and the Credit Facilities. The Company classifies cash and cash equivalents and trade and other receivables as financial assets held at amortized cost; the Company holds its investments at FVTOCI. The Company classifies trade and other payables and the Credit Facilities as other financial liabilities held at amortized cost. The Greenstone gold interest is carried at FVTPL.

The fair value hierarchy establishes three levels to classify the inputs of valuation techniques used to measure fair value. The three levels of the fair value hierarchy are below:

Level 1 - fair values based on unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - fair values based on inputs that are observable for the asset or liability, either directly or indirectly; and

Level 3 - fair values based on inputs for the asset or liability that are not based on observable market data.

The following table sets forth the Company's financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as at December 31, 2025 and 2024.

As at December 31, 2025:

In $000s   Total
$
    Quoted prices in active
markets for identical
assets (Level 1)

$
    Significant other
observable inputs
(Level 2)

$
    Significant
unobservable inputs
(Level 3)

$
 
Investments   1,011     1,011     -     -  
Greenstone gold interest   83,628     -     -     83,628  
Total   84,639     1,011     -     83,628  


As at December 31, 2024:

In $000s   Total
$
    Quoted prices in active
markets for identical
assets (Level 1)

$
    Significant other
observable inputs
(Level 2)

$
    Significant
unobservable inputs
(Level 3)

$
 
Investments   730     730     -     -  
Greenstone gold interest   62,286     -     -     62,286  
Beedie Convertible Loan   12,334     -     12,334     -  
Beedie Derivative Liability   3,285     -     -     3,285  
Total   78,635     730     12,334     65,571  

The fair value of the Company's other financial instruments, which include cash and cash equivalents, trade and other receivables, and trade and other payables, approximate their carrying values at December 31, 2025 and December 31, 2024 due to their short-term nature. The fair value of the Company's Credit Facilities, which is measured using Level 2 inputs, approximates its carrying value due to the nature of its market-based rate of interest. There were no transfers between the levels of the fair value hierarchy during the period ended December 31, 2025 and the year ended December 31, 2024.

The risk exposure arising from these financial instruments is summarized as follows:

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is limited to the carrying value of its cash and cash equivalents and trade and other receivables. The Company's trade and other receivables are subject to the credit risk of the counterparties who own and operate the mines underlying Versamet's royalty and other assets portfolio. In order to mitigate its exposure to credit risk, the Company monitors its financial assets and holds its cash with a highly rated Canadian financial institution.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's approach to managing liquidity risk is to have in place a planning and budgeting process to ensure that it will have sufficient liquidity to meet liabilities when due in the normal course of operations. In assessing liquidity risk, the Company takes into account its cash and expected income from royalties and the Greenstone gold interest.

Market risk

Market risk is the risk that changes in market prices, such as commodity price risk, foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings or financial instruments.

Commodity price risk is the risk that the fair value or future cash flows of the Company's financial instruments will fluctuate because of changes in market prices. Commodity prices can be subject to volatile price movements, which can be material and can occur over short periods of time and are affected by numerous factors, all of which are beyond the Company's control.

Financial instruments that impact net income and total comprehensive income of the Company due to currency fluctuations include cash and cash equivalents, investments, and trade and other payables denominated in Canadian dollars. Based on the Company's Canadian dollar monetary assets and monetary liabilities as at December 31, 2025, a 10% increase or decrease in the Canadian dollar relative to the United States dollar would have an approximate impact of $0.1 million on net income and $0.1 million on total comprehensive income as at December 31, 2025.


The Company is exposed to commodity price movements as a result of the Greenstone interest. The Company holds the Greenstone gold interest at FVTPL. The fair value is calculated using a series of inputs into a discounted cash flow including the gold price. A 10% increase or decrease in the gold price used in the valuation as at December 31, 2025 would increase or decrease net income and total comprehensive income by $7.6 million.

Capital management

The Company manages its capital structure and adjusts it, based on the funds available to the Company, to support its' activities, continue as a going concern and maximize its return to stakeholders. The Company considers capital to be all accounts in equity and all borrowings of the Company. The Company is subject to certain covenants under the Credit Facilities; at December 31, 2025 the Company was in compliance with all covenants. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of management to maintain an appropriate liquidity profile to allow management to execute on its strategic plan. Additional funds may be required to finance the Company's operations in the future.

15. Other risk factors

The Company's business and future prospects are subject to significant risks. For details of these risks, please refer to the risk factors under the heading "Risk Factors" in the Company's final long form prospectus dated May 12, 2025 as filed under the Company's profile on SEDAR+ at www.sedarplus.ca.

16. Internal controls over financial reporting and disclosure controls and procedures

Management has established processes to provide it with sufficient knowledge to support representations that it has exercised reasonable diligence to ensure that (i) the financial statements do not contain any untrue statement of 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 is made, as of the date of and for the periods presented by the financial statements, and (ii) the financial statements fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the date of and for the periods presented.

Previously, the Chief Executive Officer and Chief Financial Officer filed Venture Issuer Basic Certificates with the Company's interim filings, as permitted under National Instrument 52‐109 - Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52‐109"). Effective December 10, 2025, the Company became a non-venture issuer by virtue of its listing on the TSX. Accordingly, for the financial year ended December 31, 2025 and pursuant to Section 4.5 of NI 52-109, the Company will file with its Annual Information Form for the year ended December 31, 2025 an annual certificate in Form 52-109F1 - IPO/RTO - Certification of Annual Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer. In contrast to the certificate required for non-venture issuers under NI 52-109, the certificate filed by the Company does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52‐109. In particular, the certifying officers of the Company do not make any representations relating to the establishment and maintenance of:


(i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

The Company's Chief Executive Officer and Chief Financial Officer are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the corresponding certificate. Investors should be aware that inherent limitations on the ability of certifying officers of an issuer to design and implement on a cost effective basis disclosure controls and procedures and internal control over financial reporting in the first financial period following the issuer becoming a non-venture issuer in the circumstances described in Section 4.5 of NI 52-109.

17. Cautionary note regarding forward-looking statements

This MD&A contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities legislation. The forward-looking statements herein are made as of the date of this MD&A only and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.

Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information in this MD&A includes, but is not limited to, statements with respect to future events or future performance of Versamet, disclosure regarding any payments to be paid to Versamet by property owners or operators of mining projects pursuant to net smelter returns and other royalty or other interests and agreements of Versamet, management's expectations regarding Versamet's growth, results of operations, estimated future revenues, carrying value of assets, future dividends, and requirements for additional capital, revenue, future demand for and prices of commodities, business prospects and opportunities. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management.

Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. A number of factors could cause actual events or results to differ materially from any forward-looking statements, including, without limitation: fluctuations in the prices of the primary commodities that drive royalty agreements; fluctuations in the value of the U.S. dollar and any other currency in which revenue may be generated, relative to the Canadian dollar; changes in national and local government legislation, including permitting and licensing regimes and taxation policies and the enforcement thereof; regulatory, political or economic developments in any of the countries where properties in which the Company holds a royalty, stream or other interest are located or through which they are held, risks related to the operators of the properties in which the Company holds a royalty, stream or other interest, including changes in the ownership and control of such operators; influence of macroeconomic developments; business opportunities that become available to, or are pursued by the Company; reduced access to debt and equity capital for the Company; financial difficulties or inability to access debt and equity capital by the mine operators of the properties on which the company holds a royalty, stream or other interest, litigation; title, permit or license disputes related to interests on any of the properties in which the Company holds a royalty, stream or other interest; whether or not the Company is determined to have "passive foreign investment company" ("PFIC") status as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended; the ability to maintain adequate controls as required by law; excessive cost escalation as well as development, permitting, infrastructure, operating or technical difficulties on any of the properties in which the Company holds a royalty, stream or other interest; the possibility that actual mineral content may differ from the Reserves and Resources contained in technical reports; rate and timing of production differences from Resource estimates, other technical reports and mine plans; risks and hazards associated with the business of development and mining on any of the properties in which the Company holds a royalty, stream or other interest, including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters, terrorism, civil unrest or an outbreak of contagious diseases such as COVID-19; the integration of acquired assets; as well as other factors identified and as described in more detail in this MD&A.


The forward-looking statements contained in this MD&A are based on reasonable assumptions that have been made by management as at the date of such information and is subject to unknown risks, uncertainties and other factors that may cause the actual actions, events or results to be materially different from those expressed or implied by such forward-looking information, including, without limitation: the impact of general business and economic conditions; the ongoing operation of the properties in which the Company holds a royalty, stream or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities that underlie the asset portfolio; the Company's ongoing income and assets relating to determination of its PFIC status; no material changes to existing tax treatment; no adverse development in respect of any significant property in which the Company holds a royalty, stream or other interest; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; the world-wide economic and social impact of a pandemic; integration of acquired assets; actual results of mining and current exploration activities; conclusions of economic evaluations and changes in project parameters as plans continue to be refined; problems inherent to the marketability of precious metals; stock market volatility; competition; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended.

Although Versamet has attempted to identify important factors that could cause actual actions, events or results to differ materially from those contained in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Investors are cautioned that forward-looking statements are not guarantees of future performance. The Company cannot assure investors that actual results will be consistent with these forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements or information. This MD&A contains future-orientated information and financial outlook information (collectively, "FOFI") about the Company's revenues from royalty, stream and other interests, other projects which are subject to the same assumptions, risk factors, limitations and qualifications set forth in the above paragraphs. FOFI contained in this MD&A was made as of the date of this MD&A and was provided for the purpose of providing further information about the Company's anticipated business operations. Versamet disclaims any intention or obligation to update or revise any FOFI contained in this MD&A, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. FOFI contained in this MD&A should not be used for the purposes other than for which it is disclosed herein.


Except where otherwise stated, the disclosure in this MD&A relating to properties and operations in which Versamet holds a royalty, stream or other interest is based on information publicly disclosed by the owners or operators of these properties and information/data available in the public domain as at the date hereof, and none of this information has been independently verified by Versamet. Specifically, as a royalty or stream holder, Versamet has limited, if any, access to properties on which it holds royalties, streams or other interests in its asset portfolio. The Company may from time to time receive operating information from the owners and operators of the mining properties, which it is not permitted to disclose to the public. Versamet is dependent on, (i) the operators of the mining properties and their qualified persons to provide information to Versamet, or (ii) on publicly available information to prepare disclosure pertaining to properties and operations on the properties on which the Company holds royalty, stream or other interests, and generally has limited or no ability to independently verify such information. Although the Company does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate. Some reported public information in respect of a mining property may relate to a larger property area than the area covered by Versamet's royalty or other interests. Versamet's royalty, stream or other interests may cover less than 100% of a specific mining property and may only apply to a portion of the publicly reported Mineral Reserves, Mineral Resources and or production from a mining property.

Qualified Persons

The scientific and technical information contained in this MD&A has been reviewed and approved by Diego Airo, P.Eng, Executive Vice President of Evaluations for Versamet and a member of the Association of Professional Engineers and Geoscientists of the Province of British Columbia. Mr. Airo is a Qualified Person as defined in the National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101").

Technical Information

Unless otherwise stated, the terms "mineral reserve", "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms defined in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. In addition, the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" are defined in and required to be disclosed by NI 43-101. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves. Inferred mineral resources have a great amount of uncertainty as to their existence and as to their economic and legal feasibility.




NEWS RELEASE
March 12, 2026

Versamet Royalties Reports Record Revenue, Cash Flow and Earnings for Q4 2025 and Full Year 2025

All amounts are in U.S. dollars unless otherwise indicated.

Vancouver, BC: Versamet Royalties Corporation ("Versamet" or the "Company") (NASDAQ: VMET, TSX: VMET) announces another consecutive year of record operating and financial results for the quarter and year ended December 31, 2025, driven by strong operating performance across our asset portfolio, new acquisitions, and strong commodity prices.

Q4 2025 Financial Highlights

  • Record revenue of $18.4 million, an increase of 465% over Q4 2024.
  • Record attributable gold equivalent ounces1 ("GEOs") of 4,430, an increase of 260% over Q4 2024.
  • Record operating cash flow before working capital changes2 of $13.9 million, an increase of 1,126% over Q4 2024.
  • Record net income of $15.1 million, an increase of 307% over Q4 2024.
  • Record adjusted EBITDA3 of $13.6 million, an increase of 862% over Q4 2024.

Full Year 2025 Financial Highlights

  • Record revenue of $34.8 million, an increase of 189% over 2024.
  • Record attributable GEOs1 of 9,815, an increase of 94% over 2024.
  • Record operating cash flow before working capital changes2 of $24.7 million, an increase of 277% over 2024.
  • Record net income of $20.3 million, an increase of 931% over 2024.
  • Record adjusted EBITDA3 of $23.0 million, an increase of 336% over 2024.

2025 Corporate Highlights

  • Acquired a copper stream on Endeavour Silver's operating Kolpa mine in Peru.
  • Listed on the TSX Venture Exchange and subsequently uplisted to the Toronto Stock Exchange.
  • Acquired a significant silver stream on the operating Rosh Pinah Zinc mine in Namibia and a polymetallic royalty on the operating Santa Rita mine in Brazil, both operated by Appian Capital Advisory Limited ("Appian").
  • Welcomed Nemesia S.à.r.l., a private company controlled by the trusts of the Lundin family, and Tether Investments S.A. de C.V. ("Tether"), as new shareholders of the Company.
  • Received inaugural royalty and stream revenues from the Blackwater, Kolpa, Kiaka, Rosh Pinah, and Santa Rita mines.

Post Quarter Highlights

  • Completed a C$142 million equity financing, adding several new institutional and retail shareholders.
  • Completed a C$22 million private placement with Tether, and separately welcomed Gold Mountains Asset Management Limited, a subsidiary of Zijin Mining Group Co., Ltd., as a new shareholder of the Company.
  • Fully repaid $80 million on the term loan and repaid $46 million on the revolving credit facility, reducing the amount drawn to $45 million as of March 12, 2026.
  • Increased revolving credit facility capacity to $225 million, including a $25 million accordion option.
  • Common shares commenced trading on the NASDAQ.

Dan O'Flaherty, CEO of Versamet, commented, "2025 marked a breakout year for Versamet as we achieved record revenue, GEOs, cash flow, and earnings per share, for the third consecutive year since our inception in 2022. We have continued this momentum into 2026 with further expected growth highlighted by our guidance of 20,000 to 23,000 GEOs for 2026. With our common shares now trading on the NASDAQ, we look forward to increased investor awareness of our company. With the cash from our recently completed financing and upsized credit facility and robust cash flows, we are actively evaluating opportunities to grow our portfolio further in 2026 while maintaining our disciplined approach to deploying capital and creating long-term per share value."

Summary of Financial Results

All amounts in millions, except GEOs.

    Q4 2025     Q4 2024     FY 2025     FY 2024  
Attributable GEOs1   4,430     1,232     9,815     5,065  
Revenue   $18.4     $3.2     $34.8     $12.0  
Net income   $15.1     ($7.3 )   $20.3     ($2.4 )
Adjusted EBITDA3   $13.6     $1.4     $23.0     $5.3  
Operating cash flow, before working capital changes2   $13.9     $1.1     $24.7     $6.5  

For complete details please refer to the audited Financial Statements and associated Management's Discussion and Analysis for the years ended December 31, 2025 and 2024, available on SEDAR+ (sedarplus.ca), on EDGAR (sec.gov/edgar), and on the Company's website (versamet.com).

Asset Updates

Greenstone (1.26% Gold Stream)

Attributable production from Greenstone totaled 1,050 GEOs in Q4 2025. Higher mining and milling rates drove a meaningful increase in production to more than 70,000 ounces of gold, up 29% from the prior quarter. Versamet is entitled to monthly deliveries equal to the greater of 1.26% of produced gold or 350 ounces of gold. 4


Kiaka (2.7% NSR)

Kiaka produced 62,287 ounces of gold in Q4, its first full quarter of operational phase reporting since completion of construction, sold 56,293 ounces of gold during the quarter, and held 15,468 ounces of unsold gold bullion at the end of the quarter, which Versamet expects to contribute to Q1 2026 GEOs. Open pit mining continued to ramp up well during Q4, delivering a 76% increase in mined ounces compared to Q3. The process plant continued to ramp up on schedule, increasing mill throughput by 25% and grade by 44% over the prior quarter, and achieving 92.9% metallurgical recovery. 5

Rosh Pinah (90% Silver Stream)

In Q4, the Company received its inaugural silver delivery from Rosh Pinah. In addition, final settlement of a concentrate shipment in Q3 2025 occurred in early January 2026, which will contribute to Versamet's Q1 2026 GEOs. On February 6, 2026, Appian Capital Advisory provided an update on Rosh Pinah, including the commissioning of the new paste fill plant, a critical component of the RP2.0 expansion project. RP2.0, which will nearly double the mine's processing throughput to 1.3 million tonnes per year, continues to advance on schedule, with overall construction progress now surpassing 85%. Completion is expected in Q3 2026, with ramp-up commencing shortly thereafter. In parallel, an extensive diamond drilling program is underway aimed at expanding its mineral resource base and extending the mine life. The program includes more than 80,000 metres of drilling through 2027, encompassing infill, step-out and regional exploration drilling. Results to date have been encouraging, reinforcing the opportunity for further resource expansion and long-term value creation beyond RP2.0. 6

Kolpa (95.8% Copper Stream)

On January 16, 2026, Endeavour Silver ("Endeavour") provided its guidance for 2026. Plant throughput at Kolpa is forecast to range from 2,300 to 2,500 tonnes per day, and copper production is expected to be between 650 and 750 tonnes. Endeavour is investing $26.5 million on capital projects at Kolpa in 2026, including $2.7 million for 3.5 kilometers of mine development in the Bienaventurada and Poderosa areas. A further $7.1 million will be for mine infrastructure, equipment, and building improvements. Growth expenditures of $16.7 million will support a plant expansion to increase capacity to 2,500 tonnes per day, including ongoing installation of a new ball mill, upgrades to flotation cells and expansion of the tailings storage facility. Management estimates the plant expansion to be completed in Q1 2026. 7

Toega (2.7% NSR)

On January 28, 2026, West African Resources provided an update on the Toega deposit. Haul road construction is well advanced and remains on schedule to enable ore delivery to the Sanbrado processing plant in early Q3 2026. Pre-stripping of the open pit commenced during the quarter with material movement expected to ramp up to steady state production by the end of Q1 2026. 8

Blackwater (0.21% NSR)

Gold production at Blackwater was 68,480 ounces during Q4 2025 and 192,808 ounces for the full year 2025. During Q4 2025, milling operations continued to perform above the design rate and the company continues to target mill throughput at 10% above design capacity on a sustainable basis in advance of commissioning the Phase 1A expansion. Construction of the Phase 1A expansion continues to advance on schedule and is expected to increase processing capacity to 8 Mtpa by end of Q4 2026. The second phase of the expansion is expected to further increase processing capacity to 21 Mtpa by the end of 2028, which will increase gold production to more than 500,000 ounces per year. 9


Cuiú Cuiú (1.5% NSR)

On March 5, 2026, Cabral Gold Inc. ("Cabral") provided a construction update on its Phase 1 gold-in-oxide heap leach project at Cuiú Cuiú. Construction activity for the Phase 1 gold-in-oxide heap leach construction project is 54% complete, with the project on budget and on schedule for plant commissioning in the third quarter of 2026, followed by commercial production in the fourth quarter of 2026. 10

Mercedes (2% NSR)

On February 26, 2026, Highlander Silver Corp. completed the acquisition of Bear Creek Mining Corporation and the Mercedes mine.

About Versamet Royalties Corporation

Versamet is an emerging mid-tier precious metals royalty & streaming company focused on creating long-term per share value for its shareholders through the acquisition of high-quality assets. Versamet's common shares trade on the NASDAQ and Toronto Stock Exchange under the symbol "VMET". 

For more information about Versamet, including additional details on our royalties and streams, please visit our website at versamet.com.

General inquiries:
Craig Rollins, General Counsel
Email:  info@versamet.com
Telephone:  778-945-3948  

 


 

 

Qualified Person

The scientific and technical information contained in this news release has been reviewed and approved by Diego Airo, P.Eng, Executive Vice President, Project Evaluation for Versamet and a member of the Association of Professional Engineers and Geoscientists of the Province of British Columbia. Mr. Airo is a Qualified Person as defined in the National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information in this press release includes, but is not limited to, statements relating to: forecasted production of 20,000 to 23,000 GEOs in 2026; and other statements regarding future plans, expectations, exploration potential, guidance, projections, objectives, estimates and forecasts (in general and in connection with respective asset updates), as well as our expectations with respect to such matters. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Versamet to control or predict, that may cause Versamet's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including, but not limited to, the risk factors set out under the heading "Risk Factors" in the Company's final non-offering long form prospectus dated May 12, 2025 available for review on the Company's profile at www.sedarplus.ca, as well as the Company's Form 20-F filed with the Securities and Exchange Commission on March 2, 2026, available for review on the Company's profile at www.sec.gov/edgar. Such forward-looking information represents management's best judgment based on information currently available. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.


Endnotes

1. Attributable Gold Equivalent Ounces is calculated by converting the Company's royalty revenue and stream sales to a GEO basis by dividing the royalty revenue plus stream sales for a period by the average gold price based on the LBMA Gold Price PM Fix per ounce for the same respective period. Total Attributable GEOs sold includes the GEOs from the Company's royalty revenue and stream sales, plus the gold ounces sold from the Greenstone gold interest and Santa Rita royalty amounts received related to the period between the Effective Date and closing of the agreement, which have been treated as an adjustment to the purchase consideration for accounting (the "Santa Rita Adjustment"). Management believes that adjusting for these amounts more accurately depicts GEOs attributable to the Company. The Company presents Total Attributable GEOs as it believes that this is useful information to allow investors to evaluate the Company's performance in comparison to other streaming and royalty companies in the precious metals mining industry that present results on a similar basis.

In $000s, except gold price and GEOs   Q4 2025     Q4 2024     FY 2025     FY 2024  
Revenue   18,364     3,249     34,761     12,025  
Divided by:                        
Average realized gold price per ounce   4,145     2,636     3,671     2,374  
    4,430     1,232     9,470     5,065  
Santa Rita Adjustment   -     -     345     -  
Total Attributable GEOs   4,430     1,232     9,815     5,065  

2. Cash flow from operating activities before working capital changes is calculated by adding back the decrease or subtracting the increase in changes in non-cash working capital (being trade and other receivables and prepaid assets and trade and other payables) to or from cash provided by (used in) operating activities. The Company presents cash flows from operating activities before changes in non-cash working capital as it believes this presents a useful measure of the Company's ability to generate cash to cover operating expenses from its cash-flowing royalties.

In $000s   Q4 2025     Q4 2024     FY 2025     FY 2024  
Cash flows provided by (used in) operating activities   9,728     2,103     16,945     7,397  
Working capital changes   4,201     (967 )   7,740     (857 )
Cash flows from operations before working capital changes   13,929     1,136     24,685     6,540  

3. EBITDA refers to earnings (or loss) determined in accordance with IFRS, before finance and interest expense, interest income, income tax expense (recovery) and depreciation (including depletion) and amortization. Adjusted EBITDA adjusts EBITDA to exclude any non-cash cost of sales, impairment charges and gains/loss on assets and liabilities which are market-to-market each reporting period. This measure is used by management and investors to determine the ability of an issuer to generate cash from operations. Management believes this measure is a useful supplemental measure from which to determine the Company's ability to generate cash available for working capital requirements, investment expenditures and income taxes.



In $000s   Q4 2025     Q4 2024     FY 2025     FY 2024  
Net income   15,059     (7,261 )   20,332     (2,448 )
Finance and interest expense   3,629     669     12,162     3,579  
Income taxes   6,384     (1,408 )   9,270     1,574  
Interest income   (152 )   (18 )   (267 )   (148 )
Depletion   3,654     170     6,177     843  
EBITDA   28,574     (7,848 )   47,674     3,400  
Non-cash cost of sales - Greenstone gold interest   3,534     2,212     11,580     7,991  
Change in fair value of Greenstone gold interest   (18,482 )   (1,099 )   (32,922 )   (14,059 )
Change in fair value of derivative liability   -     (198 )   (3,285 )   (400 )
Adjustment for impairment of royalty interest   -     8,350     -     8,350  
Adjusted EBITDA   13,626     1,417     23,047     5,282  

4. For more information, please refer to Equinox Gold's news release dated February 18, 2026, available at equinoxgold.com.

5. For more information, please refer to West African's ASX announcements dated January 28, 2026, available at westafricanresources.com

6. For more information, please refer to Appian's media release dated February 6, 2026, available at appiancapitaladvisory.com

7. For more information, please refer to Endeavour's news release dated January 16, 2026, available at edrsilver.com.

8. For more information, please refer to West African's ASX announcements dated January 28, 2026, available at westafricanresources.com

9. For more information, please refer to Artemis Gold's news releases dated February 18, 2026, available at artemisgoldinc.com.

10. For more information, please refer to Cabral's news release dated March 5, 2026, available at cabralgold.com.


FAQ

How did Versamet Royalties (VMET) perform financially in 2025?

Versamet reported strong improvement in 2025, with net income of $20.3 million compared with a $2.4 million loss in 2024. Total revenue rose to $34.8 million, driven by the Greenstone gold interest and higher royalty revenue from its expanded portfolio.

What drove Versamet Royalties (VMET) revenue growth in 2025?

Revenue growth came from both streams and royalties. Sales tied to the Greenstone gold interest were $20.7 million, while royalty revenue increased to $14.1 million. New assets like Kiaka, Kolpa, Rosh Pinah and Santa Rita began contributing or ramping up during the year.

How leveraged is Versamet Royalties (VMET) after its 2025 expansion?

To fund acquisitions, Versamet’s credit facilities balance rose to $171.0 million at December 31, 2025. This contributed to finance and interest expense of $12.2 million in 2025, making debt service and covenant compliance important ongoing considerations.

What is the status of Versamet’s Greenstone gold interest in 2025?

The Greenstone gold interest had a carrying value of $83.6 million at year-end 2025 after a $32.9 million fair value gain. Versamet received 4,200 ounces of gold and generated $14.4 million in related sales during the year.

Which major royalty and stream acquisitions did Versamet (VMET) complete in 2025?

In 2025 Versamet acquired the Rosh Pinah silver stream and Santa Rita royalty for $125.0 million plus contingent amounts, and the Kolpa copper stream for $35.0 million. Total investing cash outflows for stream and royalty interests were $159.5 million.

Did Versamet Royalties (VMET) change its capital structure in 2025?

Yes. Versamet expanded and drew on new credit facilities, ending 2025 with $171.0 million outstanding, and fully repaid its Beedie convertible loan of $16.4 million. Share capital also increased modestly through interest-settlement shares and equity compensation.

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