(all tabular figures are presented in thousands of United States Dollars, unless otherwise stated)

The following management’s discussion and analysis (MD&A) of the results of operations and financial condition for Aris Mining Corporation (Aris Mining or the Company), is prepared as of May 7, 2025 and should be read in conjunction with the unaudited condensed consolidated interim financial statements for the three months ended March 31, 2025 and 2024 (the Interim Financial Statements), as well as the audited consolidated financial statements for the years ended December 31, 2024 and 2023, and the related notes (the Annual Financial Statements), which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). These documents are available on Aris Mining’s website at www.aris-mining.com, under the Company’s profile on the System for Electronic Data Analysis and Retrieval+ (SEDAR+) at www.sedarplus.ca and in its filings with the U.S. Securities and Exchange Commission (the SEC) at www.sec.gov.

Additional information regarding Aris Mining, including its Annual Information Form (the AIF) for the year ended December 31, 2024 and dated March 12, 2025, as well as other information filed with the Canadian securities regulatory authorities, is also available under the Company’s SEDAR+ profile and in its filings with the SEC. Readers are encouraged to read the Cautionary Note Regarding Forward-looking Information section of this MD&A. The financial information in this MD&A is derived from the Interim Financial Statements prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, using accounting policies consistent with IFRS. Reference should also be made to the Non-GAAP Financial Measures section of this MD&A for information about non-GAAP measures referred to in this MD&A. All tabular figures contained herein are expressed in thousands of United States dollars (USD), except as otherwise stated.

Aris Mining is a company incorporated under the laws of the Province of British Columbia, Canada. The address of the Company’s registered and records office is 2900-550 Burrard Street, Vancouver, British Columbia, V6C 0A3.

Founded in September 2022, Aris Mining was established with a vision of building a leading Latin America focused gold mining company. Our strategy blends current production and cash flow generation with transformational growth driven by expansions of our operating assets, exploration and development projects. Aris Mining is listed on the NYSE-A (ARMN) and the TSX (ARIS) and is led by an experienced management team and Board with a track record of value creation, operational excellence, financial discipline and good corporate governance in the gold mining industry.

Aris Mining operates two underground gold mines in Colombia, which is rich in high-grade deposits: the Segovia Operations and the Marmato Upper Mine, which together produced 210,955 ounces of gold in 2024. With expansions underway at both the Segovia Operations and Marmato, Aris Mining is targeting an annual production rate of approximately 500,000 ounces of gold following the ramp up of the Segovia mill expansion, which is expected during the second half of 2025, and Marmato, which is expected to ramp up starting in the second half of 2026. In addition, Aris Mining operates the 51% owned joint venture for the Soto Norte Project (PSN) in Colombia, where studies are underway on a new, smaller scale development plan, with results expected in Q3 2025. In Guyana, Aris Mining owns the Toroparu gold/copper project, where a new Preliminary Economic Assessment (PEA) is currently underway. Aris Mining previously updated the mineral resources estimate for Toroparu in March 2023, and is pleased to be refocusing on advancing this key asset.

Further, Aris Mining is actively pursuing partnerships with Colombia's small-scale mining sector, referred as Contract Mining Partners (CMP). With these partnerships, we enable safe, legal, and environmentally responsible operations that benefit both local communities and the industry.

Aris Mining intends to pursue acquisitions and other growth opportunities to unlock value through scale and diversification.

Additional information is available at www.aris-mining.com, www.sedarplus.ca, and www.sec.gov.

1.Total cash costs per ounce, AISC ($ per oz sold), adjusted net earnings and adjusted net earnings per share, EBITDA and adjusted EBITDA, AISC margin, sustaining capital and Growth and expansion capital, and the underlying components thereof, are Non-GAAP financial measures and Non-GAAP ratios in this document. These measures do not have any standardized meaning prescribed under IFRS, and therefore may not be comparable to other issuers. Refer to the Non-GAAP Financial Measures section for a full reconciliation of total cash costs per ounce, AISC ($ per oz sold), adjusted net earnings and adjusted net earnings per share, EBITDA and adjusted EBITDA to the most directly comparable financial measure disclosed in the Financial Statements and refer to the Operations Review - Segovia Operations section for full details on AISC margin.

2.Net earnings represents net earnings attributable to the shareholders of the Company.

3.The face value of long-term debt as of March 31, 2025 is shown as the principle amount of Senior Notes outstanding and the total number of Gold Notes outstanding at their par value.

•Gold revenue increased to $154.1 million in Q1 2025, up 47% from $105.2 million in Q1 2024 driven by higher realized gold prices, which averaged $2,840 per ounce during Q1 2025, up 38% from $2,061 per ounce in Q1 2024, and increased production.

•Income from mining operations increased to $60.0 million in Q1 2025 as compared to $25.3 million in Q1 2024, or an increase of 137% resulting primarily from the increase in gold revenue.

•EBITDA in Q1 2025 was $39.7 million as compared to $22.4 million in Q1 2024, reflecting higher income from mining operations. This increase was partially offset by a larger loss on financial instruments primarily due to a fair value loss of $14.6 million on our listed warrants.

•Adjusted EBITDA increased to $66.6 million as compared to $28.4 million in Q1 2024, after normalizing for non-cash and non-recurring items, including the loss on financial instruments.

•Net earnings for Q1 2025 were $2.4 million or $0.01 per share compared to a loss of $0.7 million in Q1 2024.

•Record adjusted net earnings were $27.2 million or $0.16 per share, up from $5.4 million or $0.04 per share in Q1 2024.

•The Company ended the quarter with a cash and cash equivalents balance of $239.8 million, providing a strong foundation to support growth initiatives.

•Gold production totaled 54,763 ounces in Q1 2025, up 8% from 50,767 ounces in Q1 2024.

•Segovia Operations produced 47,549 ounces of gold, underpinned by increased throughput as compared to Q1 2024, average gold grades of 9.37 g/t, and gold recoveries of 96.1%.

•AISC margin at Segovia increased to $60.9 million, a 114% increase over Q1 2024, reflecting higher realized gold prices and production.

•Owner Mining AISC was $1,482 per ounce, toward the lower end of the Company’s 2025 full-year guidance range of $1,450 to $1,600 per ounce. Owner Mining AISC decreased 5% as compared to Q1 2024 primarily due to increased gold production.

•CMP-sourced gold delivered a 41% AISC sales margin, outperforming the top end of the Company’s full-year guidance range of 35% to 40%.

•Marmato Upper Mine produced 7,214 ounces of gold, a 23% increase over Q1 2024, supported by improved throughput and higher gold recoveries.

•Construction activities at the Marmato Lower Mine continue to advance well towards the updated 5,000 tonnes per day (tpd) design capacity, improved from the original 4,000 tpd design plan. During the quarter, decline development progressed steadily, with 323 metres completed by the end of April 2025. Earthworks for the main substation platform have been completed and continue to advance for the process plant platform. In parallel, the site has seen the ongoing delivery and staging of key equipment and materials, including tailings filters, cyclones, and sump pumps, supporting the ramp-up of construction momentum across all major fronts.

The Company invested $43.0 million in growth and expansion initiatives during Q1 2025, focused on advancing its cornerstone development projects at Marmato and Segovia. This included $29.7 million toward the development of the Marmato Lower Mine, and $6.4 million at Segovia, supporting the ongoing plant expansion, underground development, and exploration activities.

The Segovia expansion to 3,000 tpd is nearing completion, with the new ball mill to be installed in mid-May and commissioning expected in June 2025, followed by a gradual ramp-up of production through the remainder of 2025.

The Company has been exploring opportunities to expand Marmato into a higher-capacity operation, increasing production and reducing unit costs. As a result of the expansion plans announced in the comprehensive project update on March 12, 2025, Marmato has the potential to produce over 200,000 ounces of gold per year.

In Q1 2025, the Company initiated engineering assessments to expand the Carbon-in-Pulp (CIP) processing facility currently under construction. The upgraded 5,000 tpd design will use the major components from the current 4,000 tpd design while integrating higher-capacity components and additional equipment. Key enhancements include the installation of a secondary crushing circuit and an extra leach tank to support the increased throughput while also requiring the acceleration of certain project components into the initial capital phase, such as the backfill plant, rather than the previous plan where they were funded over time during operations.

The Company also plans to expand its CMP business model, increasing the feed and average grade to the existing Upper Mine flotation processing facility and thereby further increasing gold production.

The estimated cost to complete construction, including the 25% throughput increase to 5,000 tpd, was $290 million as of March 1, 2025. The Company spent $9 million on construction in March 2025.

During the quarter, decline development progressed steadily, with 323 metres completed by the end of April 2025. Earthworks for the main substation platform is complete and earthworks for the process plant platform continues to progress. In parallel, the site has seen the ongoing delivery and staging of key equipment and materials, including tailings filters, cyclones, and sump pumps, supporting the ramp-up of construction momentum across all major fronts.

The Soto Norte Project is located in a historic mining district in Colombia. Aris Mining holds a 51% joint venture interest and serves as the project operator. The Company continues to advance a new Pre-Feasibility Study (PFS) for a revised, smaller-scale underground development plan. The study remains on track for completion in Q3 2025.

During the three months ended March 31, 2025, the Company continued to progress technical and environmental studies in support of the PFS, which will incorporate optimizations related to environmental impact, processing design, tailings storage facility, mining method, and water usage. Capital expenditures for Q1 2025 totaled $4.6 million, primarily supporting ongoing study and assessment work.

As noted in the March 5, 2025, press release of the Company entitled Aris Mining Accounces Colombian Ministry of Environment Resolution Related to the Santurbán Region, the Colombian Ministry of Environment completed the public consultation process related to the Temporary Reserve Area (TRA) in the Santurbán region, where the project is located. Effective March 4, 2025, this resolution allows for water resource evaluation and temporarily suspends the issuance of environmental licenses for two years. This does not impact the Segovia Operations or the Marmato Upper or Lower Mines, which are fully licensed and outside the designated area. The Soto Norte Project remains several years away from development and is planned to commence following the completion of the ongoing expansions of the Segovia and Marmato mines.

The Toroparu Project in Guyana is a 100%-owned, exploration-stage open pit gold project located near other established and advancing assets, including G Mining Ventures’ Oko West and Zijin’s Aurora operations.

A new Preliminary Economic Assessment has been commissioned to evaluate updated development options for the Toroparu project. Since updating the mineral resource estimate for Toroparu in March 2023, Aris Mining has also completed important infrastructure optimization studies, strengthening the foundation for the development plan. Capital expenditures for Q1 2025 totaled $2.4 million, primarily supporting ongoing study and assessment work.

Over the last eight quarters earnings from mine operations have ranged from $25.3 million to $60.0 million, supported by gold sales of between 49,000 and 62,000 ounces per quarter. Revenue in Q1 2025 reached $157.5 million, representing a new quarterly record and a 4.3% increase from the previous high of $151.1 million in Q4 2024, reflecting continued strength in realized gold prices. Income from mining operations improved significantly to $60.0 million in Q1 2025, up 11% from $54.1 million in Q4 2024 and more than doubled compared to $25.3 million in Q1 2024, driven by higher revenue and improved production. Adjusted EBITDA reached $66.6 million in Q1 2025, up 20% from $55.6 million in Q4 2024, while net earnings of $2.4 million were lower than the $21.7 million in Q4 2024, primarily impacted by the financial instrument and foreign exchange losses recorded during the current quarter. Adjusted earnings of $27.2 million ($0.16 per share) in Q1 2025 improved from $24.7 million ($0.14 per share) in Q4 2024, demonstrating the strong underlying operational performance and a favourable gold price environment.

1.As presented in the Financial Statements and notes for the respective periods.

2.After-tax adjusted sustaining margin is defined as operating cash flow adjusted for the receipt of the Wheaton Precious Metals International (WPMI) milestone payment, sustaining capital expenditures and sustaining lease payments.

3.Financing and other costs are defined as financing activities as presented in the Financial Statements adjusted for capitalized interest paid and receipt of the WPMI milestone payment.

After-tax adjusted sustaining margin was $40.0 million in Q1 2025, compared to $49.4 million in Q4 2024:

•AISC margin increased as a result of a higher realized gold price of $2,840 per ounce partially offset by lower ounces sold (54,281 ounces in Q1 2025 vs. 56,334 ounces in Q4 2024).

•VAT receivable increased by $11.8 million in the quarter as compared to a recovery of $18.9 million in Q4 2024. Subsequent to the receipt of the $18.9 million in Q4 2024, $18.1 million was applied to the 2023 Colombia income tax settlement.

•Taxes paid totaled $5.1 million in Q1 2025, consistent with the 2025 installment schedule. Q4 2024 included the settlement of the 2023 Colombia income tax liability.

•Other working capital movements during the quarter were primarily driven by an increase in accounts receivable and other receivables, primarily reflecting the timing of polymetallic concentrate sales at Segovia Operations and collections.

After-tax adjusted sustaining margin increased to $40.0 million in Q1 2025 from $25.0 million in Q1 2024:

•AISC margin increased 155% as compared to Q1 2024, reflecting a higher realized gold price of $2,840 per ounce in Q1 2025 compared to $2,061 per ounce in Q1 2024, as well as an increase in ounces sold.

•VAT receivable increased by $11.8 million in Q1 2025, compared to a $9.1 million increase in Q1 2024, reflecting timing differences in VAT recoveries and accruals.

•Taxes paid totaled $5.1 million in Q1 2025, reflecting the Company’s improved profitability and alignment with the 2025 installment schedule.

•Other working capital movements in Q1 2025 were $3.4 million compared to negative $21.0 million in Q1 2024. The working capital movements in Q1 2024 related primarily to timing of accounts payable and accrued liabilities.

Growth and expansion capital expenditures totaled $48.9 million in Q1 2025, allocated across key development priorities:

•Marmato Lower Mine: $29.7 million was invested to advance underground development activities, earthworks for substation platforms, and critical decline infrastructure.

•Segovia Operations: $6.4 million was directed toward underground mine development, supporting the ongoing mill expansion project.

•Toroparu and PSN: $7.0 million in aggregate was spent on engineering studies, permitting activities, and advancement of technical programs.

•The change in accrued capital expenditures and other additions was a net outflow of $5.9 million in Q1 2025, primarily reflecting the settlement of title purchases that were acquired in Q4 2024.

Financing and other net cash flows resulted in a net outflow of $3.8 million during Q1 2025:

•Warrant and option exercises generated $5.2 million in proceeds.

•Principal repayments on Gold Notes totaled $3.9 million.

•Premium and interest payments on Gold Notes totaled $5.0 million.

The Company remains focused on disciplined capital deployment and expects its cash position to support ongoing capital programs while preserving balance sheet flexibility.

The Segovia Operations are 100% owned by the Company and are located in a historic mining district of Colombia and comprise four underground mines, a 2,000 tpd processing facility (which is being expanded to 3,000 tpd) that produces doré, and a 200 tpd polymetallic processing plant that recovers lead and zinc concentrates from the process tailings. Approximately half of the operations' production comes from mill feed purchased from CMPs sourced from within and outside of the Company’s mining titles.

Gold production totaled 47,549 ounces, down 8% as compared to Q4 2024, primarily as a result of lower gold grades. The Segovia Operations delivered steady mill throughput in Q1 2025, processing 167,150 tonnes at 1,966 tpd, consistent with Q4 2024. Despite a reduction in grade to 9.37 g/t (Q4 2024 - 9.84 g/t), gold recovery remained consistent with Q4 2024 at 96.1%.

Gold production increased by 6% compared to Q1 2024, driven by an 8% increase in tonnes processed and improved recoveries. The higher throughput reflects increased mill availability, which supported consistent daily processing rates of 1,966 tpd as compared to 1,817 tpd in the prior-year period.

Gold revenue in Q1 2025 was $135.3 million, up 2% as compared to Q4 2024, primarily due to an 8% increase in realized gold prices partially offset by a decrease in gold ounces sold resulting from lower production.

Gold revenue increased 45% as compared to Q1 2024 primarily due to a 38% increase in realized average gold prices and a 5% increase in gold ounces sold.

Owner Mining and CMP cash costs at the Segovia Operations averaged $1,256 per ounce in Q1 2025, a 5% increase from $1,199 per ounce in Q4 2024. The increase was primarily driven by lower gold sales volumes and the appreciation of the Colombian peso (COP), which had an unfavorable impact on local operating costs. Additionally, higher spot gold prices increased the cost of mill feed purchased from CMPs, as well as social contribution costs.

•Owner Mining: Q1 2025 cash costs were $1,123 per ounce, an 8% increase compared to Q4 2024. The increase was driven by lower gold ounces sold, higher social contribution costs and the appreciation of the COP against the USD.

•CMPs: Cash costs were $1,431 per ounce, up 2% from Q4 2024. Although the volume of purchased ounces declined, the average cost per ounce rose due to higher gold prices, as CMP mill feed purchases are linked to prevailing spot prices.

Owner and CMP cash costs increased 8% from $1,162 per ounce in Q1 2024 primarily driven by higher gold prices and increased volumes of purchased mill feed. This increase was partially offset by a favourable foreign exchange impact, as the COP depreciated 7% against the USD, decreasing the USD-equivalent of local operating costs.

•Owner Mining: Cash costs were $1,123 per ounce, down 6% from $1,191 per ounce in Q1 2024. The improvement reflects the increase in production and higher ounces sold as well as the favourable foreign exchange impact.

•CMPs: Cash costs increased 26% to $1,431 per ounce, compared to $1,133 per ounce in Q1 2024. The increase primarily reflects higher payments for purchased mill feed, consistent with the 38% rise in average realized gold prices during the period.

AISC at the Segovia Operations, combining Owner Mining and CMPs, averaged $1,570 per ounce in Q1 2025, a 6% increase from $1,485 per ounce in Q4 2024, the increase was primarily driven by lower sales and the appreciation of the COP, which had an unfavourable impact on local operating costs. The AISC margin improved to $60.9 million, up 4% from $58.3 million in Q4 2024, supported by higher realized gold prices.

•Owner Mining: AISC averaged $1,482 per ounce, a 7% increase from $1,386 per ounce in Q4 2024, primarily driven by lower production volumes. Owner Mining AISC margin increased 5% to $37.0 million, as compared to Q4 2024.

•CMPs: AISC for CMPs was $1,687 per ounce, up 5% from $1,610 per ounce in Q4 2024, primarily due to higher payments for purchased mill feed. CMP AISC margin also improved slightly, with the partnership model delivering a robust sales margin of 41%.

Combined AISC increased 10% from $1,434 per ounce in Q1 2024. The increase was primarily driven by higher gold prices and increased volumes of purchased mill feed which are linked to prevailing gold prices offset by an increase in gold ounces sold and favourable foreign exchange impacts. AISC margin more than doubled to $60.9 million from $28.5 million in Q1 2024, driven by stronger gold prices and higher production.

•Owner Mining: AISC decreased 5% from $1,553 per ounce in Q1 2024. The increase was primarily due to an increase in ounces sold and favourable foreign exchange impacts. Owner Mining AISC margin rose to $37.0 million, up from $11.4 million in the prior-year quarter.

•CMPs: AISC increased 28% to $1,687 per ounce, compared to $1,316 per ounce in Q1 2024. The increase reflects higher payments for purchased mill feed, consistent with the 38% increase in average realized gold prices. The CMP AISC margin improved by $6.8 million, generating a strong margin of 41%.

Overall, Segovia’s AISC performance in Q1 2025 reflected cost stability alongside a 110% increase in AISC margin, highlighting the operation’s ability to generate robust cash flow to support ongoing growth and sustaining capital investments.

The Segovia processing plant expansion remains on track to increase capacity from 2,000 tpd to 3,000 tpd. Phase 1 was completed in October 2024, with the expanded CMP receiving area commissioned and fully operational. Phase 2, which includes the installation of a second ball mill, is currently underway, with commissioning scheduled for June 2025 and ramp-up to full capacity expected by year-end.

Growth and expansion capital expenditures at Segovia totaled approximately $6.4 million in Q1 2025, building on the $65.3 million invested in FY 2024. Key expenditures included $3.2 million for mine development and equipment purchases, and $0.7 million for the plant expansion. These investments reflect the Company’s ongoing commitment to long-term production growth at Segovia, supported by continued operational efficiencies and infrastructure enhancements.

With the commissioning of the expanded facility on track for Q2 2025, Segovia is well positioned to reach a production rate of approximately 300,000 ounces per year, beginning in 2026. The expansion remains a key pillar of Aris Mining’s growth strategy, enabling increased throughput capacity and enhancing the economic potential of both owner-mined and CMP feed sources.

The Marmato mine is 100% owned by the Company and is located in a historic mining district of Colombia and consists of the currently operating, small scale underground Upper Mine and a 1,000 tpd processing facility that produces doré. The new Lower Mine, located immediately below the Upper Mine, is under construction and will comprise a large-scale underground mine and a dedicated 5,000 tpd processing plant, also producing doré.

Gold production increased 23% to 7,214 ounces, compared to 5,887 ounces in Q4 2024. The improvement was driven by a 22% increase in tonnes processed and stronger recovery rates of 91.7% (up from 90.7%), partially offset by a slight decline in average gold grade to 3.32 g/t. The operational improvement reflects higher equipment availability and reduced downtime during the quarter.

Gold production increased 23% year-over-year, supported by a 19% increase in throughput, a small improvement in average grade (3.32 g/t vs. 3.27 g/t), and a 2% increase in recoveries. The increase in output is attributable to enhanced operational efficiency and stable mill performance during the period.

Gold revenue rose 25% to $18.8 million, compared to $15.1 million in Q4 2024. The increase was driven by a 16% rise in ounces sold and a 6% improvement in the average realized gold price, which reached $2,733 per ounce.

Gold revenue increased 60% year-over-year due to the 33% increase in the average realized gold price and also a 20% increase in gold sales volumes from higher production related to stable mill performance.

Revenue increased 4% to $157.5 million, up from $151.1 million in Q4 2024. The increase was primarily driven by a stronger realized gold price of $2,840 per ounce (up 8%) and higher by-product concentrate sales, partially offset by a decrease in gold ounces sold.

Revenue rose 46% from $107.6 million in Q1 2024 to $157.5 million, due to a 38% increase in the average realized gold price and an increase in gold ounces sold.

Cost of sales of $82.5 million in Q1 2025 were slightly lower than $83.2 million in Q4 2024. The slight decrease compared to the prior quarter was primarily due to fewer ounces sold and lower volumes of CMPs material purchased, partially offset by the impact of the 4% appreciation in the COP against the USD and higher gold prices that resulted in increased royalties.

Cost of sales increased 16% year-over-year from $71.3 million in Q1 2024, primarily as a result of the impact of higher gold prices which increased costs for purchased material from CMPs (20%) as well as royalties and social contributions as compared to the prior-year period. In addition, higher production volumes resulted in increased processing and mining costs which were partially offset by the 7% depreciation of the average COP against the USD during the period.

Depreciation and depletion of $10.7 million in Q1 2025 increased 13% as compared to Q4 2024. The increase reflects an increase in depletable cost basis resulting from the transfer of construction in progress assets at the end of Q4 2024. The expense continues to reflect the units-of-production basis applied across existing operations.

Depreciation and depletion increased 43% from $7.5 million in Q1 2024 primarily due to an increase in the depletable cost basis, resulting from additions to mining interest and property, plant and equipment as well as increased production as compared to Q1 2024.

Social contributions totaled $4.3 million in Q1 2025, consistent with the prior quarter. As social contributions are directly linked to the gold price, the impact of higher gold prices was offset by lower ounces sold as compared to Q4 2024.

Social contributions increased 25% from $3.5 million in Q1 2024, driven by higher realized gold prices and higher gold sales as compared to the prior-year period.

The major components of the gain (loss) on financial instruments for the current and prior periods are outlined below:

Aris Mining holds financial instruments that are recognized at fair value through profit and loss. In Q1 2025, the Company recognized a $16.6 million loss on financial instruments compared to a $6.6 million gain in Q4 2024. The loss was primarily driven by a 168% increase in the market price of listed warrants, resulting in an increase in their fair value as a liability on the balance sheet. Further, the Company incurred a $5.1 million loss on the Cboe Canada listed Gold Notes. The valuation of the Gold Notes incorporates credit spreads, risk-free rates, volatility, and gold future prices. The primary driver of the fair-value adjustment in 2025 was the 7% increase in gold prices year-to-date, which impacted the gold premium component of the Gold Notes.

The Company recognized a $16.6 million loss on financial instruments in Q1 2025, compared to a $3.7 million loss in Q1 2024. The higher loss was primarily driven by unfavourable fair value adjustments on the listed warrants and Gold Notes, reflecting the impact of changes in the fair value of warrants and gold prices during the period.

Finance costs decreased from $21.2 million in Q4 2024 to $10.0 million in Q1 2025, primarily due to a non-recurring $11.5 million loss on redemption of the 2026 Senior Notes recorded in Q4 2024. The current quarter reflects a normalized interest expense structure following the refinancing activities in 2024.

Finance costs increased 48% from $6.8 million. The year-over-year increase reflects the impact of $450 million in debt (2029 Senior Notes) raised in the fourth quarter 2024 to refinance the $300 million (2026 Senior Notes) and provide a capital buffer. The 2029 Senior Notes also carry a higher coupon rate compared to the previous 2026 Senior Notes.

Aris Mining recorded a foreign exchange loss of $6.0 million in Q1 2025, compared to a gain of $5.1 million in Q4 2024. The $11.1 million quarter-over-quarter difference was primarily due to the appreciation of the COP against the USD during the quarter. This movement resulted in translation losses on USD-denominated monetary assets and liabilities held within subsidiaries whose functional currency is COP.

The foreign exchange loss of $6.0 million in Q1 2025 compares to a gain of $0.1 million in Q1 2024, reflecting a year-over-year variance of $6.1 million. This change is primarily attributable to the appreciation of the COP during the current quarter, which reduced the USD value of monetary balances held in COP-functional entities, leading to translation losses.

The Company continues to maintain a strong liquidity position, and with the combination of operating cash flows from the Segovia Operations and remaining milestone payments from WPMI, there is sufficient cash available to fund operating activities, expansion projects, and strategic initiatives, including the advancement of the Marmato Lower Mine construction, the Segovia expansion and study work at Soto Norte and Toroparu.

As at March 31, 2025, the Company held a working capital surplus, defined as current assets minus current liabilities, of $188.6 million (Q4 2024 - $216.3 million), underpinned by a cash balance of $239.8 million. Cash and cash equivalents decreased by $12.7 million during the quarter, this movement reflects a build-up in working capital in the period and continued investment in growth projects. Notably, the Company advanced construction at the Marmato Lower Mine and made scheduled interest payments on its Senior Notes.

Subsequent to March 31, 2025, the Company continued to see the exercise of its in-the-money ARIS.WT.A warrants, which expire on July 29, 2025. Year-to-date as of May 7, 2025, the Company has received C$27.7 million or $19.4 million in proceeds from these warrant exercises, further strengthening the balance sheet and supporting growth initiatives at Segovia and Marmato. As of May 7, 2025, the Company had approximately 178.1 million common shares outstanding and 48.0 million ARIS.WT.A warrants remaining. If all outstanding warrants are exercised, the Company will receive additional proceeds of approximately C$132 million (or $96 million) and will issue an additional 24.0 million common shares.

Aris Mining has no off-balance sheet arrangements.

The Company’s related parties include its subsidiaries, affiliates, directors and key management personnel. The Company’s key management personnel includes executive and non-executive directors and the Company’s executive officers.

Other than normal-course intercompany transactions and compensation in the form of salaries or directors’ fees, and share based payments (options, PSUs, DSUs) there were no related party transactions.

The Company may at times hold financial instruments, derivatives and/or contracts containing embedded derivatives, which are recorded on our consolidated balance sheet at fair value with gains and losses in each period included in other comprehensive income (loss) in the year and profit for the period on our consolidated statements of income and consolidated statements of other comprehensive income, as appropriate. The most significant of these instruments are the Gold Notes.

Aris Mining Holdings Corp. (Aris Holdings) has Gold Notes that trade on the Cboe Canada Exchange under the symbol “AMNG.NT.U” as described in note 10 of the 2024 annual financial statements. As of March 31, 2025, the outstanding principal value is $39.9 million. The Gold Notes bear interest at 7.5% per annum, payable monthly. In addition to the interest, the Gold Notes pay a gold premium calculated each quarter as the excess of the floor price of $1,400 compared to the London Bullion Market Association Gold Price on the measurement date. We have not entered into any instruments to hedge against the market movement of gold, and there is risk that rising gold prices would result in higher premiums to be paid. However, there is a natural hedge to this risk as rising gold prices result in higher cash flows from increased AISC margins that are available to fund the potential exposure.

Further information about our financial instruments, derivatives and contracts containing embedded derivatives and associated risks is outlined in Note 16 in our 2024 audited annual consolidated financial statements.

The Company enters into contracts in the normal course of business that give rise to commitments for future payments. The following table summarizes the undiscounted contractual obligations and commitments as at March 31, 2025, which mature over the next five years and beyond:

1.Includes binding commitments for capital and operating purchase obligations that the Company has entered into as at March 31, 2025.

Aris Mining’s current gold and silver production from the Marmato Mine and future production from the Toroparu Project are subject to the terms of streaming agreements with WPMI. In addition, gold and silver production from PSN after the first 5.7 million ounces of gold have been produced is subject to the terms with the precious metals purchase agreement (PMPA) with MDC Industry Holding Company LLC (Mubadala).

In addition, Aris Mining has the obligation to fund Mubadala's 49% share of certain operating costs until the earlier of the receipt of the environmental license for the Soto Norte Project or December 31, 2027.

Associated with the contractual obligations and commitments summarized above, the Company manages its liquidity risk by continuously monitoring forecasted cash flow requirements, as well as any requirements that arise by virtue of the financial instruments held by the Company. The Company believes it has sufficient cash resources to pay its obligations associated with its financial liabilities as at March 31, 2025.

In the ordinary course of business, the Company is involved in and potentially subject to legal actions and proceedings. The Company records provisions in its financial statements for such claims when considered material and an outflow of resources is considered probable.

The Company is subject to tax audits from various tax authorities on an ongoing basis. As a result, from time to time, tax authorities may disagree with the positions and conclusions taken by the Company in its tax filings or legislation could be amended or interpretations of current legislation could change, and any of these events could lead to reassessments. The Company records provisions for such claims when it determines there will be a tax liability associated with its filing position.

As at the date of this MD&A, the Company has 178.1 million common shares issued and outstanding, 6.6 million shares issuable under stock options and 24.0 million shares issuable under share purchase warrants. A further 6 million common shares are issuable to Mubadala following receipt of an environmental license to develop PSN.

This MD&A refers to a number of non-GAAP financial measures and non-GAAP ratios, which are not measures recognized under International Financial Reporting Standards (IFRS) and do not have a standardized meaning prescribed by IFRS. The non-GAAP financial measures and non-GAAP ratios described below do not have standardized meanings under IFRS, may differ from those used by other issuers, and may not be comparable to similar financial measures and ratios reported by other issuers. These financial measures and ratios have been derived from our financial statements and applied on a consistent basis as appropriate. The Company discloses these financial measures and ratios because the Company believes that they assist readers in understanding the results of our operations and financial position and provide further information about our financial results to investors. These measures should not be considered in isolation or used as a substitute for other measures of performance prepared in accordance with IFRS.

Total cash costs and total cash costs per ounce sold are a non-GAAP financial measure and a non-GAAP ratio, respectively, and are common financial performance measures in the gold mining industry; however, they have no standard meaning under IFRS. Total cash costs per ounce sold are calculated by dividing total cash costs by volume of gold ounces sold. Aris Mining believes that, in addition to conventional measures prepared in accordance with IFRS such as cost of sales, certain investors use this information to evaluate the Company's performance and ability to generate operating income and cash flow from its mining operations. Management uses this metric as an important tool to monitor operating costs. Management has included a secondary total cash cost and total cash cost per ounce measure, that includes the cost of royalties incurred on precious metal shipments from its Segovia Operations. This measure adds back the cost of royalties to total cash cost and is intended to be reflective of the total cash cost associated with operating in Colombia. Adoption of the World Gold Standard methodology is voluntary and other companies may quantify this measure differently because of different underlying principles and policies applied.

AISC and AISC ($ per oz sold) are a non-GAAP financial measure and a non-GAAP ratio, respectively, and are common financial performance measures in the gold mining industry; however, they have no standard meaning under IFRS. AISC ($ per oz sold) is calculated by dividing AISC by volume of gold ounces sold. The methodology for calculating AISC was developed internally and is calculated below, and readers should be aware that this measure does not have a standardized meaning. This non‐GAAP measure provides investors with transparency to the total period‐attributable AISC of producing an ounce of gold and may aid in the comparison with other gold mining peers. Management uses this metric as an important tool to monitor operating costs. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

Reconciliation of all-in sustaining costs to the most directly comparable financial measure disclosed in the Financial Statements.

Reconciliation of total cash costs to the most directly comparable financial measure disclosed in the Financial Statements.

1.As presented in the Financial Statements and notes thereto for the respective periods.

Reconciliation of total all-in sustaining costs to the most directly comparable financial measure disclosed in the Financial Statements.

1.As presented in the Financial Statements and notes thereto for the respective periods.

Reconciliation of total cash costs by business unit at the Segovia Operations to the cash costs as disclosed above.

1.As presented in the Financial Statements and notes thereto for the respective periods.

Reconciliation of total AISC by business unit at the Segovia Operations to the AISC as disclosed above.

			March 31, 2025									December 31, 2024									March 31, 2024
($000s except per ounce amounts)			Owner Mining			CMP			Total Segovia			Owner Mining			CMP			Total Segovia			Owner Mining			CMP			Total Segovia
Total gold sold (ounces)			26,963			20,427			47,390			28,149			22,260			50,409			22,445			22,843			45,288
Total cash costs			30,268			29,231			59,499			29,320			31,143			60,463			26,745			25,878			52,623
Add: royalties1			2,783			1,736			4,519			2,754			1,588			4,342			1,677			1,331			3,008
Add: social programs1			2,501			1,560			4,061			2,558			1,505			4,063			1,276			1,013			2,289
Add: sustaining Capital expenditures			3,917			1,939			5,856			3,819			1,607			5,426			4,659			1,837			6,496
Add: lease payments on sustaining capital			480			—			480			567			—			567			506			—			506
Total AISC			39,949			34,466			74,415			39,018			35,843			74,861			34,863			30,059			64,922
Total AISC ($ per oz gold sold)			$1,482			$1,687			$1,570			$1,386			$1,610			$1,485			$1,553			$1,316			$1,434

    1. As presented in the Financial Statements and notes thereto for the respective periods.

The table below reconciles sustaining and Growth and expansion capital expenditures (also referred to as growth capital, expansion capital and growth and expansion investments) as disclosed in this MD&A to the additions to mining interest, plant, and equipment in the supporting notes to the Financial Statements.

1.As presented in the Financial Statements and notes thereto for the respective periods.

Adjusted net earnings and adjusted net earnings per share (basic) are a non-GAAP financial measure and non-GAAP ratios, respectively, and are common financial performance measures in the gold mining industry; however, they have no standard meaning under IFRS. Adjusted net earnings per share (basic) are calculated by dividing adjusted net earnings by the number of shares outstanding on a basic basis.

Adjusted net earnings and adjusted net earnings per share (basic) are used by management and investors to measure the underlying operating performance of the Company. Presenting these measures from period to period helps management and investors evaluate earnings trends more readily in comparison with results from prior periods.

Adjusted net earnings is defined as net income adjusted to exclude specific items that are significant but not reflective of the underlying operating performance of the Company, such as: share-based payments, change in fair value of financial instruments, foreign exchange gains and losses, income and losses from equity accounting in investees, and other non-recurring items. Adjusted net earnings per share amounts are calculated using the weighted average number of shares outstanding on a basic basis as determined under IFRS. In the table below the Company has provided the reconciliation of adjusted net earnings to the most directly comparable financial measure disclosed in the Financial Statements.

1.As presented in the Financial Statements and notes thereto for the respective periods.

EBITDA and Adjusted EBITDA are Non-GAAP financial measures and are common financial performance measures in the gold mining industry; however, they have no standard meaning under IFRS. EBITDA represents earnings before interest (including non-cash accretion of financial obligations and lease obligations), income taxes and depreciation, depletion and amortization.

EBITDA is then adjusted to exclude specific items that are significant but not reflective of the underlying operating performance of the Company, such as: share-based payments, change in fair value of financial instruments, foreign exchange gains and losses, income and losses from equity accounting in investees, and other non-recurring items (Adjusted EBITDA). In the table below the Company has provided the reconciliation of EBITDA and adjusted EBITDA to the most directly comparable financial measure disclosed in the Annual Financial Statements.

1.As presented in the Financial Statements and notes thereto for the respective periods.

The Company’s unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, using accounting policies consistent with those applied in the Company’s audited consolidated financial statements for the years ended December 31, 2024 and 2023. Details of the significant accounting policies are disclosed in note 3 of the Company’s audited consolidated financial statements.

Exploration, development and mining of precious metals involves numerous inherent risks. As such, Aris Mining is subject to financial, operational and political risks that could have a significant impact on its profitability and levels of operating cash flows. Although Aris Mining assesses and minimizes these risks by applying high operating standards, including careful management and planning of its facilities, hiring qualified personnel and developing their skills through training and development programs, these risks cannot be eliminated. Readers are encouraged to read and consider the risk factors which are more specifically described under the caption "Risk Factors" in the Company's AIF for the year ended December 31, 2024 dated as of March 12, 2025, which is available on www.aris-mining.com, under the Company's profile on SEDAR+ at www.sedarplus.ca and in its filings with the SEC at www.sec.gov.

If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the Company is currently aware or which it considers to be material in relation to the Company's business actually occur, the Company's assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be adversely affected. In such circumstances, prices of the Company's securities could decline, and investors could lose all or part of their investment. In addition, such risk factors could cause actual amounts to differ from those described in the forward-looking statements related to the Company.

Disclosure controls and procedures have been designed to provide reasonable assurance that all material information required to be disclosed by the Company is accumulated and communicated to senior management as appropriate, and recorded, processed, summarized, and reported to allow timely decisions regarding required disclosure, including in its annual filings, interim filings, or other reports filed or submitted under securities legislation.

The Company's management, including the Chief Executive Officer and Chief Financial Officer, is responsible for establishing adequate internal controls over financial reporting.

During the three months ended March 31, 2025, there were no changes in the Company's internal controls over financial reporting that materially affected or are reasonably likely to materially affect the Company's internal controls over financial reporting.

The Company's management, including the Chief Executive Officer and Chief Financial Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control.

The design of any systems of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Pamela De Mark, P.Geo., Senior Vice President Geology and Exploration of Aris Mining, is a Qualified Person as defined by National Instrument 43-101 (NI 43-101), and has reviewed and approved the technical information contained in this Management's Discussion and Analysis.

Certain statements in this MD&A constitute forward-looking information. Often, but not always, forward-looking statements use words or phrases such as: "anticipate", "believe", "continue", "estimate", "expect", "future", "goal", "guidance", "intend", "likely", "objective", "opportunity", "plan", "possible", "potential", "probable", "project", "target" or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such forward-looking statements, include but are not limited to statements with respect to the Company’s targeted production of 500,000 ounces of gold in 2026 at Segovia and Marmato, the timing and results of the updated PSN development plan, the timing of a new preliminary economic assessment for the Toroparu Project, the expected production increases at the Segovia Operations and the Marmato Mine following their expansions, the plans, benefits, costs and timing pertaining to the expansions at the Segovia Operations and the Marmato Lower Mine, plans pertaining to the Soto Norte Project and the details, timing and costs thereof, plans pertaining to the Toroparu project and the details thereof, the Company’s growth phase and the requirements thereof, the Company’s ability to fund growth projects, the Company’s ability to pay its obligations associated with its financial liabilities, the Company’s anticipated business plans and strategies, financing sources, critical accounting estimates, risks and uncertainties and limitations of controls and procedures.

Forward-looking information and forward-looking statements, while based on management’s best estimates and assumptions, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information or forward looking statements, including but not limited to: local environmental and regulatory requirements and delays in obtaining required environmental and other licenses, changes in national and local government legislation, taxation, controls, regulations and political or economic developments, uncertainties and hazards associated with gold exploration, development and mining, risks associated with tailings and water management, risks associated with operating in foreign jurisdictions, risks associated with capital cost estimates, dependence of operations on infrastructure, costs associated with the decommissioning of the Company’s properties, fluctuations in foreign exchange or interest rates and stock market volatility, operational and technical problems, the ability to maintain good relations with employees and labour unions, competition; reliance on key personnel, litigation risks, uncertainties relating to title to property and mineral resource and mineral reserve estimates, risks associated with acquisitions and integration, risks associated with the Company’s ability to meet its financial obligations as they fall due, volatility in the price of gold, or certain other commodities, risks associated with costs, supply chain disruptions, and financial risks due to changes in tariffs, trade policies, international trade disputes, or regulatory shifts, risks that actual production may be less than estimated, risks associated with servicing indebtedness, additional funding requirements, risks associated with general economic factors, risks associated with secured debt, changes in the accessibility and availability of insurance for mining operations and property, environmental, sustainability and governance practices and performance, risks associated with climate change, risks associated with the reliance on experts outside of Canada, , pandemics, epidemics and public health crises, potential conflicts of interest, uncertainties relating to the enforcement of civil liabilities outside of Canada, cyber-security risks, risks associated with operating a joint venture, volatility of the share price, the Company’s obligations as a public company; the ability to pay dividends in the future, as well as those factors discussed in the section entitled "Risk Factors" in the Company's AIF for the year ended December 31, 2024 and dated March 12, 2025 which is available on the Company’s website at www.aris-mining.com, on SEDAR+ at www.sedarplus.ca and on the Company's profile with the SEC at www.sec.gov.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information and forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information or statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information or statements. The Company has and continues to disclose in its Management's Discussion and Analysis and other publicly filed documents, changes to material factors or assumptions underlying the forward-looking information and forward-looking statements and to the validity of the information, in the period the changes occur. The forward-looking statements and forward-looking information are made as of the date hereof and the Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements or forward-looking information contained herein to reflect future results, unless so required by Canadian securities laws. Accordingly, readers should not place undue reliance on forward-looking statements and information.

This MD&A contains information that may constitute future-orientated financial information or financial outlook information (collectively, “FOFI”) about the Company’s prospective financial performance, financial position or cash flows, all of which is subject to the same assumptions, risk factors, limitations and qualifications as set forth above. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise or inaccurate and, as such, undue reliance should not be placed on FOFI. The Company’s actual results, performance and achievements could differ materially from those expressed in, or implied by, FOFI. The Company has included FOFI in order to provide readers with a more complete perspective on the Company’s future operations and management’s current expectations relating to the Company’s future performance. Readers are cautioned that such information may not be appropriate for other purposes. FOFI contained herein was made as of the date of this MD&A. Unless required by applicable laws, the Company does not undertake any obligation to publicly update or revise any FOFI statements, whether as a result of new information, future events or otherwise.

(expressed in thousands of United States dollars)

(Unaudited)

Approved by the Board of Directors and authorized for issue on May 7, 2025:

"Neil Woodyer" (Signed)			Director			"David Garofalo" (Signed)			Director

(1)The tax effect of the unrealized gain (loss) on Gold Notes due to changes in credit risk for the three months ended March 31, 2025 was an expense of $189 (March 31, 2024 - $nil).

Aris Mining Corporation (the “Company” or “Aris Mining”), is a company incorporated under the laws of the Province of British Columbia, Canada. The address of the Company’s registered and records office is 2900 – 550 Burrard Street, Vancouver, British Columbia, V6C 0A3. The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol “ARIS” and on the NYSE American LLC (“NYSE American”) under the symbol “ARMN”.

Aris Mining is primarily engaged in the acquisition, exploration, development and operation of gold properties in Colombia, Guyana and Canada. Aris Mining operates the Segovia Operations and Marmato Mine in Colombia. On June 28, 2024, the Company increased its interest in the Soto Norte Project, located within Colombia, from 20% to 51% (Note 6). Aris Mining also owns the Toroparu Project in Guyana and the Juby Project in Ontario, Canada.

These condensed consolidated interim financial statements, as approved by the Company's Board of Directors on May 7, 2025, have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Certain disclosures required by IFRS have been condensed or omitted in the following note disclosures or are disclosed or have been disclosed on an annual basis only. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements for the years ended December 31, 2024 and 2023 (“annual financial statements”), which have been prepared in accordance with IFRS as issued by the IASB.

The financial statements have been prepared under the historical cost basis, except for certain financial assets and liabilities which are measured at fair value, and are presented in U.S. dollars. They have been prepared on a going concern basis assuming that the Company will be able to realize its assets and discharge its liabilities in the normal course of business as they come due for the foreseeable future.

The material accounting policies are the same as those applied in preparing the annual financial statements for the year ended December 31, 2024. These financial statements comprise the financial results of the Company and its subsidiaries.

Details regarding the Company and its principal subsidiaries as of March 31, 2025 are as follows:

(1)“USD” = U.S. dollar; “COP” = Colombian peso.

Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Accounting policies of subsidiaries have been aligned, where necessary, to ensure consistency with the policies adopted by the Company.

On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in the Financial Statements (“IFRS 18”) replacing IAS 1. IFRS 18 introduces categories and defined subtotals in the statement of profit or loss, disclosures on management-defined performance measures, and requirements to improve the aggregation and disaggregation of information in the financial statements. As a result of IFRS 18, amendments to IAS 7 Statement of Cash Flows were also issued to require that entities use the operating profit subtotal as the starting point for the indirect method of reporting cash flows from operating activities and also to remove presentation alternatives for interest and dividends paid and received. Similarly, amendments to IAS 33 Earnings per Share were issued to permit disclosure of additional earnings per share figures using any other component of the statement of profit or loss, provided the numerator is a total or subtotal defined under IFRS 18. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted. The Company is currently assessing the impact of the standard on its financial statements.

Judgments, estimates and assumptions are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The significant judgments, estimates and assumptions made by management in applying the Company’s accounting policies are the same as those that applied to the consolidated annual financial statements for the years ended December 31, 2024 and 2023.

Reportable segments are consistent with the geographic regions in which the Company’s projects are located. In determining the Company’s segment structure, the basis on which management reviews the financial and operational performance was considered and whether any of the Company’s mining operations share similar economic, operational and regulatory characteristics. The Company considers its Segovia Operations and Marmato Mine in Colombia, its Toroparu Project in Guyana, its Soto Norte Project in Colombia and its corporate functions in Canada and other corporate entities as its reportable segments.

On June 28, 2024, the Company acquired an additional 31% joint venture interest in the Soto Norte Project from MDC Industry Holding Company LLC ("Mubadala"), resulting in the Company increasing its ownership interest in the Soto Norte Project to 51% and obtaining control over the Soto Norte Project.

The consideration for this acquisition was comprised of:

•15,750,000 common shares issued to Mubadala, and

•6,000,000 common shares issuable to Mubadala upon the receipt of an environmental license for the Soto Norte Project.

The transaction has been accounted for as an asset acquisition, as it did not meet the criteria for a business combination under IFRS 3, Business Combinations. This classification reflects consideration of the concentration test and the early stage of exploration and evaluation of PSN, where significant inputs and processes that constitute a business have not yet been established. As a result, the consideration paid has been allocated to the acquired assets and assumed liabilities based on their relative fair value. Additionally, the Company has capitalized acquisition costs related to the PSN Transaction as part of the total consideration paid.

The total consideration paid was allocated based on the relative fair value of the assets and the liabilities acquired as shown below:

(1)Acquisition costs and project funding consist of legal and advisory fees associated with the transaction ($1.0 million) and funding advanced by the Company on behalf of Mubadala prior to the close of the transaction ($5.1 million).

The fair values of cash and cash equivalents, prepaid expenses and other receivables, and accounts payable and accrued liabilities (each of which is a Level 1 fair value measurement) was determined to approximate their carrying amounts. The Company retained an independent valuation specialist to assist with the determination of the fair value of the mining interests, plant and equipment, and exploration and evaluation assets acquired, with consideration given to both market and income-based valuation methodologies (a Level 3 fair value measurement). The Company estimated the fair value of the Soto Norte Project using a market multiples approach based on comparable public companies that operate in similar jurisdictions and precedent transactions. The fair value of the reclamation and rehabilitation provision was determined using the estimated inflated undiscounted costs to be incurred with respect to remediation of current disturbances and reclamation activities related to the existing infrastructure of the Soto Norte Project. The streaming obligation has been recognized at fair value using a discounted cash flow model using discount rates that reflect the risks inherent in the expected future cash flows at the acquisition date.

Prior to June 28, 2024, the Soto Norte Project was accounted for as an investment in associate under the equity method, as the Company had significant influence over the Soto Norte Project. Subsequent to the acquisition of the additional 31% interest in the Soto Norte Project, the Company obtained control and began consolidating the Soto Norte Project. As a result, the Company ceased equity accounting for its investment and its previously-held interest was reclassified to form part of the consideration paid for the acquisition.

The following table summarizes the change in the carrying amount of the Company’s investment in Soto Norte:

Summarized financial information for the Soto Norte Project during the period in which the Company exercised significant influence, on a 100% basis and reflecting adjustments made by the Company, including fair value adjustments made at the time of acquisition and adjustments for differences in accounting policies, is as follows:

During the three months ended March 31, 2025, the total cost of inventories recognized in the consolidated statements of income (loss) amounted to $76.1 million (March 31, 2024 - $67.2 million). As at March 31, 2025, materials and supplies are recorded net of an obsolescence provision of $3.8 million (December 31, 2024 - $3.8 million).

On October 31, 2023, the Company subscribed for C$5.0 million of Denarius Convertible Debentures ("Denarius Debenture"). The Denarius Debenture is due, in cash, on October 19, 2028 and may be converted into common shares of Denarius at a conversion price of C$0.45 per share. The Denarius Debenture pays interest monthly at a rate of 12.0% per annum and also pays quarterly in cash an amount equal to the Gold Premium (as defined below) multiplied by the principal amount of the Denarius Debenture. The Gold Premium is calculated as the percentage equal to (i) 25% of the amount, if any, by which the London P.M. Fix exceeds $1,800 per ounce, divided by (ii) $1,800.

During the year-ended December 31, 2024, Denarius delayed the commencement of the Gold Premium payment by one year and extended the maturity date by one year to October 19, 2029. As consideration, the Company received a consent fee equal to two percent, which was satisfied through the issuance of additional debentures. As a result, the total aggregate principal amount of the Denarius Convertible Debenture as at December 31, 2024 is C$5.1 million.

The Company also owns common shares and warrants in Denarius, together with the Convertible Debentures (collectively "investment in Denarius"). The Company’s investment in Denarius is carried at $12.4 million at March 31, 2025. During the three months ended March 31, 2025, the Company recognized a loss of $0.2 million in gain (loss) on financial instruments related to the change in fair value of the investment in the period (three months ended March 31, 2024 - gain of $3.1 million).

(1)Plant and equipment as of March 31, 2025 include Right of Use Assets with a net book value of $5.2 million (December 31, 2024 - $5.1 million).

The capitalized interest is broken down as follows:

a)Senior Unsecured Notes due 2026 (“2026 Senior Notes”)

The key terms of the 2026 Senior Notes are summarized in the annual financial statements.