UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (EXPRESSED IN US DOLLARS)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
C/o ADANSONIA MANAGEMENT SERVICES LIMITED, Suite 1, PERRIERI
OFFICE SUITES, C2-302, Level 3, Office Block C, La Croisette, Grand Baie 30517, Mauritius
Phone: +230 269 4166
The accompanying
https://www.alphaminresources.com
TABLE OF CONTENTS
Consolidated statements of financial position 3
Consolidated statements of profit/(loss) and comprehensive profit/(loss) 4
Consolidated statements of cash flows 5
Consolidated statements of changes in stockholders' equity 6
Notes to the financial statements 7
Notice to Reader
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.
The Company's independent auditor has not performed a review of these unaudited condensed consolidated interim financial statements in accordance with standards established for a review of condensed interim financial statements by an entity's auditor.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITIONALPHAMIN RESOURCES CORP. Consolidated Statements of Financial Position As at (Expressed in US dollars) | Notes | September 30, 2025 USD | December 31, 2024 USD |
ASSETS | |||
Current assets | |||
Inventory | 3 | 53,698,898 | 53,067,549 |
Accounts receivable | 4 | 34,569,311 | 64,159,546 |
Prepaids and other receivables | 5 | 15,287,113 | 15,272,648 |
Cash and cash equivalents | 6 | 57,293,471 | 29,676,340 |
Total current assets | 160,848,793 | 162,176,083 | |
Non-current assets | |||
Plant and equipment | 7 | 333,932,940 | 361,387,055 |
Prepaids and other receivables | 5 | 42,374,314 | 36,988,431 |
Exploration and evaluation assets | 10 | 20,774,236 | 17,225,125 |
Total non-current assets | 397,081,490 | 415,600,611 | |
Total assets | 557,930,283 | 577,776,694 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Current liabilities | |||
Bank overdraft | 6 | 24,187,007 | 52,767,202 |
Accounts payable and accrued liabilities | 11 | 57,606,747 | 75,195,898 |
Lease agreements due within one year | 12 | 3,197,905 | 3,919,500 |
Share based payment liability | 13 & 16 | 279,760 | 443,419 |
Debt due to related parties | 13 & 14 | - | 1,576,141 |
Debt - external | 14 | 5,788,698 | 8,683,047 |
Total current liabilities | 91,060,117 | 142,585,207 | |
Non-current liabilities | |||
Provision for closure and reclamation | 15 | 14,762,574 | 14,272,343 |
Lease agreements due in greater than one year | 12 | 1,640,606 | 1,721,500 |
Debt due to related parties | 13 & 14 | - | 788,070 |
Debt - external | 14 | 7,752,463 | 4,341,522 |
Deferred tax liability | 9 | 21,979,144 | 23,999,083 |
Total non-current liabilities | 46,134,787 | 45,122,518 | |
Stockholders' Equity | |||
Capital stock | 16 | 275,374,028 | 275,275,935 |
Reserves | 12,981,835 | 11,992,783 | |
Foreign Currency Translation Reserve | (1,535,385) | (1,591,245) | |
Retained earnings | 73,692,332 | 47,857,547 | |
Stockholders' equity | 360,512,810 | 333,535,020 | |
Non-controlling interest | 17 | 60,222,569 | 56,533,949 |
Total equity | 420,735,379 | 390,068,969 | |
Total liabilities and equity | 557,930,283 | 577,776,694 |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements. Approved and authorised by the Board of Directors on November 3, 2025.
"SIGNED" "SIGNED"
MARITZ SMITH, DIRECTOR CHARLES NEEDHAM, DIRECTOR
CONSOLIDATED STATEMENTS OF PROFIT/(LOSS) AND COMPREHENSIVE PROFIT/(LOSS)ALPHAMIN RESOURCES CORP. | For the nine | For the nine | For the three | For the three | ||
Consolidated Statements of Profit/(Loss) | months ended | months ended | months ended | months ended | ||
For the periods ended | September 30, | September 30, | September 30, | September 30, | ||
(Expressed in US dollars) | 2025 | 2024 | 2025 | 2024 | ||
Notes | USD | USD | USD | USD | ||
REVENUE | 18 | 433,946,095 | 387,716,392 | 169,273,960 | 174,545,424 | |
COST OF SALES | 19 | (223,725,902) | (204,807,251) | (80,513,676) | (90,112,878) | |
GROSS PROFIT | 210,220,193 | 182,909,141 | 88,760,284 | 84,432,546 | ||
General and administrative | 20 | (27,270,960) | (21,611,222) | (9,649,691) | (8,725,968) | |
Operating Profit | 182,949,233 | 161,297,919 | 79,110,593 | 75,706,578 | ||
OTHER | ||||||
Profit/(Loss) on foreign exchange | 21 | (224,312) | (701,816) | (419,373) | (226,367) | |
Finance cost | 22 | (4,467,281) | (11,130,697) | (1,345,366) | (3,980,940) | |
Interest income | 663,169 | 179,490 | 424,679 | 169,357 | ||
Profit before taxes | 178,920,809 | 149,644,896 | 77,770,533 | 71,668,628 | ||
Current income tax expense | 8 | (70,923,358) | (59,412,402) | (33,083,715) | (29,803,626) | |
Deferred tax movement | 9 | 2,019,939 | (2,011,409) | (1,036,732) | (1,057,274) | |
NET INCOME | 110,017,390 | 88,221,085 | 43,650,086 | 40,807,728 | ||
Other Comprehensive income (net of tax) | ||||||
Items that may be reclassified to profit or loss | ||||||
Exchange differences on translation of foreign operations | 55,861 | 36,168 | 19,218 | 31,313 | ||
Total comprehensive profit for the period | 110,073,251 | 88,257,253 | 43,669,304 | 40,839,041 | ||
Profit attributable to: | ||||||
Equity holders | 90,470,003 | 71,730,551 | 35,082,002 | 32,941,038 | ||
Non-controlling interests | 17 | 19,547,387 | 16,490,534 | 8,568,084 | 7,866,690 | |
110,017,390 | 88,221,085 | 43,650,086 | 40,807,728 | |||
Total comprehensive profit attributable to: | ||||||
Equity holders | 90,525,864 | 71,766,719 | 35,101,220 | 32,972,351 | ||
Non-controlling interests | 17 | 19,547,387 | 16,490,534 | 8,568,084 | 7,866,690 | |
110,073,251 | 88,257,253 | 43,669,304 | 40,839,041 | |||
Earnings per share for profit attributable to the ordinary | ||||||
equity holders of the company (expressed in US cents per | 25 | 7.09 | 5.62 | 2.75 | 2.58 | |
share) | ||||||
Diluted Earnings per share for profit attributable to the ordinary equity holders of the company (expressed in US | 25 | 7.03 | 5.58 | 2.73 | 2.56 | |
cents per share) |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS ALPHAMIN RESOURCES CORP.Consolidated Statements of Cash Flows For the period ended (Expressed in US dollars) | For the nine months ended September 30, 2025 USD | For the nine months ended September 30, 2024 USD | For the three months ended September 30, 2025 USD | For the three months ended September 30, 2024 USD | |
Cash Flows From Operating Activities | |||||
Net profit for the period before tax | 178,920,809 | 149,644,896 | 77,770,533 | 71,668,626 | |
Adjustments for items not involving cash; | |||||
Share-based payments | 825,394 | 1,569,195 | 310,153 | 728,863 | |
Depreciation | 43,004,330 | 33,400,313 | 14,558,486 | 13,997,510 | |
Interest expense | 4,467,281 | 11,130,697 | 1,345,366 | 3,980,940 | |
Unwind of environmental discount | - | 87,155 | - | 29,053 | |
Cash generated from operations | 227,217,814 | 195,832,256 | 93,984,538 | 90,404,992 | |
Income tax paid | (85,745,167) | (27,458,313) | (33,702,309) | (24,303,017) | |
Interest paid | (5,484,586) | (5,919,091) | (697,394) | (1,171,445) | |
Exercise of stock options | 98,093 | 331,556 | - | - | |
Change in working capital items: Accounts receivable | 32,475,113 | 2,958,123 | (1,816,683) | (21,942,309) | |
Prepaids and other receivables - current | 41,396 | (7,433,725) | 1,014,222 | 876,174 | |
Prepaids and other receivables - non-current | (5,070,795) | - | (1,955,886) | - | |
Change in inventory | (631,349) | (3,421,072) | (6,342,537) | 1,777,169 | |
Accounts payable and accrued liabilities | (2,767,342) | 8,957,419 | 4,207,694 | 12,653,229 | |
Due to related parties - settlement of SARES | - | (192,500) | - | - | |
Net Cash generated in Operating Activities | 160,133,177 | 163,654,653 | 54,691,645 | 58,294,793 | |
Cash Flows From Investing Activities | |||||
Purchase of equipment | (13,365,008) | (41,362,959) | (5,561,199) | (7,473,716) | |
Investing in exploration and evaluation assets | (3,549,111) | (722,429) | (2,439,663) | (409,288) | |
Prepaids and other receivables - non-current | - | (4,318,424) | - | (1,628,653) | |
Environmental deposit in DRC | (315,089) | - | (1,600) | - | |
Net Cash Used in Investing Activities | (17,229,208) | (46,403,812) | (8,002,462) | (9,511,657) | |
Cash Flows From Financing Activities | |||||
Bank overdraft | (28,580,195) | 1,094,112 | (14,938,956) | (312,687) | |
Dividends paid | (64,635,219) | (27,965,291) | (64,635,219) | - | |
Dividends paid by subsidiary company to 3rd parties | (15,858,767) | (18,634,001) | (15,858,767) | (12,686,965) | |
Lease payments - capital | (2,987,698) | (4,895,987) | (1,353,344) | (1,484,432) | |
Debt Repayments | (3,224,959) | (4,245,032) | (2,370,027) | (2,247,784) | |
Debt Drawdowns | - | - | - | - | |
Net Cash Consumed by Financing Activities | (115,286,838) | (54,646,199) | (99,156,313) | (16,731,868) | |
- | - | ||||
(Decrease)/Increase in cash and cash equivalents | 27,617,131 | 62,604,642 | (52,467,130) | 32,051,268 | |
Cash and cash equivalents at beginning of the year/period | 29,676,340 | 7,158,566 | 109,760,601 | 37,711,940 | |
Cash and cash equivalents at end of the period | 57,293,471 | 69,763,208 | 57,293,471 | 69,763,208 |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITYALPHAMIN RESOURCES CORP. | Capital Stock | Reserves | ||||||
Consolidated Statements of Changes in Stockholders' Equity | Shares | Amount | Share-based Payment Reserve | Foreign Currency Translation Reserve | Retained earnings/ Accumulated deficit | Total Stockholders' Equity (Deficit) | Non-Controlling Interests | Total Equity |
(Expressed in US dollars) | # | USD | USD | USD | USD | USD | USD | USD |
Balance, December 31, 2023 | 1,275,543,813 | 273,548,795 | 10,813,992 | (1,574,617) | 29,998,031 | 312,786,201 | 52,725,784 | 365,511,985 |
Profit for the period | - | - | - | (13,512) | 20,706,876 | 20,693,364 | 4,198,171 | 24,891,535 |
Share based payment | - | - | 100,790 | - | - | 100,790 | - | 100,790 |
Balance, March 31, 2024 | 1,275,543,813 | 273,548,795 | 10,914,782 | (1,588,129) | 50,704,907 | 333,580,355 | 56,923,955 | 390,504,310 |
Profit/(loss) for the period | - | - | - | 18,367 | 18,082,637 | 18,101,004 | 4,425,673 | 22,526,677 |
Exercise of options during the period | 666,666 | 331,556 | - | - | - | 331,556 | - | 331,556 |
Share based payment | - | - | 353,178 | - | - | 353,178 | - | 353,178 |
Dividends declared | - | - | - | - | (27,965,291) | (27,965,291) | - | (27,965,291) |
Dividends declared by subsidiary company | - | - | - | - | - | - | (5,947,036) | (5,947,036) |
Balance, June 30, 2024 | 1,276,210,479 | 273,880,351 | 11,267,960 | (1,569,762) | 40,822,253 | 324,400,802 | 55,402,592 | 379,803,394 |
Profit/(loss) for the period | - | - | - | 31,313 | 32,941,038 | 32,972,351 | 7,866,690 | 40,839,041 |
Share based payment | - | - | 348,618 | - | - | 348,618 | - | 348,618 |
Dividends declared by subsidiary company | - | - | - | - | - | - | (12,686,965) | (12,686,965) |
Balance, September 30, 2024 | 1,276,210,479 | 273,880,351 | 11,616,578 | (1,538,449) | 73,763,291 | 357,721,771 | 50,582,317 | 408,304,088 |
Profit/(loss) for the period | - | - | - | (52,796) | 29,046,313 | 28,993,517 | 5,951,632 | 34,945,149 |
Exercise of options during the period | 2,500,000 | 1,395,584 | - | - | - | 1,395,584 | - | 1,395,584 |
Share based payment | - | - | 376,205 | - | - | 376,205 | - | 376,205 |
Dividends declared | - | - | - | - | (54,952,057) | (54,952,057) | - | (54,952,057) |
Balance, December 31, 2024 | 1,278,710,479 | 275,275,935 | 11,992,783 | (1,591,245) | 47,857,547 | 333,535,020 | 56,533,949 | 390,068,969 |
Profit/(loss) for the period | - | - | - | 14,949 | 23,641,397 | 23,656,346 | 4,730,401 | 28,386,747 |
Share based payment | - | - | 760,963 | - | - | 760,963 | - | 760,963 |
Balance, March 31, 2025 | 1,278,710,479 | 275,275,935 | 12,753,746 | (1,576,296) | 71,498,944 | 357,952,329 | 61,264,350 | 419,216,679 |
Profit/(loss) for the period | - | - | - | 21,694 | 31,746,603 | 31,768,297 | 6,248,902 | 38,017,199 |
Exercise of options during the period | 200,000 | 98,093 | - | - | - | 98,093 | - | 98,093 |
Share based payment | - | - | 60,374 | - | - | 60,374 | - | 60,374 |
Balance, June 30, 2025 | 1,278,910,479 | 275,374,028 | 12,814,120 | (1,554,602) | 103,245,547 | 389,879,093 | 67,513,252 | 457,392,345 |
Profit/(loss) for the period | - | - | - | 19,217 | 35,082,002 | 35,101,219 | 8,568,084 | 43,669,303 |
Share based payment | - | - | 167,715 | - | - | 167,715 | - | 167,715 |
Dividends declared | - | - | - | (64,635,217) | (64,635,217) | - | (64,635,217) | |
Dividends declared by subsidiary company | - | - | - | - | - | - | (15,858,767) | (15,858,767) |
Balance, September 30, 2025 | 1,278,910,479 | 275,374,028 | 12,981,835 | (1,535,385) | 73,692,332 | 360,512,810 | 60,222,569 | 420,735,379 |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
NOTES TO THE FINANCIAL STATEMENTS-
NATURE AND CONTINUANCE OF OPERATIONS
Alphamin Resources Corp. (the "Company") is governed by the laws of Mauritius. The Company's primary business is the production and sale of tin concentrate from the Bisie Tin mine in the Democratic Republic of the Congo ("DRC"). The registered office is located at C/o ADANSONIA MANAGEMENT SERVICES LIMITED, Suite 1, PERRIERI OFFICE SUITES, C2-302, Level 3, Office
Block C, La Croisette, Grand Baie 30517, Mauritius. The Company was previously incorporated under the laws of British Colombia, Canada, however it was continued in Mauritius effective on September 30, 2014. The Company's shares are listed on the Toronto Stock Exchange's TSX Venture Exchange (primary listing) and the Johannesburg Stock Exchange's Alternative Exchange (Alt.X) (secondary listing). In these unaudited condensed interim financial statements, unless the context otherwise dictates, a reference to the Company refers to Alphamin Resources Corp. and its subsidiaries. These unaudited condensed interim financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes the realisation of assets and satisfaction of liabilities in the normal course of business.
- DEVELOPMENTS IN THE CURRENT PERIOD
On July 22, 2025, International Resource Holding (IRH) completed the acquisition of the company through its wholly owned subsidiary, Alpha Mining LTD. IRH paid Tremont Master Holdings US$367,001,749 in cash for 718,990,967 common shares at a price of C$0.7 per share. Representing 56% of the outstanding common shares. Tremont Master Holdings will continue to hold 10,133,592 Common Shares, representing 0.8% of the outstanding Common Shares.
The company declared an interim FY2025 dividend of CAD0.07 cent per share and was paid on the 15th of September 2025.
On November 3, 2025, the Board has declared a second interim FY2025 cash dividend of CAD$0.04 per share on the common shares (approximately US$37 million in the aggregate) (the "Second Interim Dividend"). The Second Interim Dividend will be paid on December 8, 2025 to shareholders of record as of the close of business on November 21, 2025.
- GOING CONCERN
As at September 30, 2025, the Company had retained earnings of $73,692,332, stockholders' equity of $360,512,810 and net current assets of $69,788,676 (December 31, 2024: retained earnings of
$47,857,547, stockholders' equity of $333,535,020 and net current assets of $19,590,876).
The Directors have considered that it is reasonable to conclude that the Company will continue in operational existence and meet its liabilities as they fall due for at least the next 12 months from the reporting date. Therefore, these financial statements have been prepared on the going concern basis.
-
SUMMARY OF MATERIAL ACCOUNTING POLICIES
-
BASIS OF PREPARATION
These consolidated financial statements, including comparatives, have been prepared using accounting policies consistent with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards) and Interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC®). These consolidated financial statements have been prepared on a historical cost basis except for share-based payments and certain financial assets, which have been measured at fair value. In addition, the consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
Application of new and revised standardsThe following standards became effective for annual periods beginning on or after January 1, 2025. The Company adopted these standards in the current period, and they did not have a material impact on its unaudited condensed consolidated interim financial statements unless specifically mentioned below.
Future accounting changesInternational Financial Reporting Standards and amendments effective for the first time for
December 2025 year-end
Number
Effective date
Executive summary
Amendments to IAS 21 Lack of Exchangeability (Amendments to IAS 21)
Annual periods beginning on or after 1 January 2025
(Published Aug 2023)
An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. A currency is exchangeable when there is an ability to obtain the other currency (with a normal administrative delay), and the transaction would take place through a market or exchange mechanism that creates enforceable rights and obligations.
Historically, the Group has not had transactions or operations in a foreign currency, that is not exchangeable into another currency. The Group does not anticipate this to change in the foreseeable future. The Group will keep monitoring the
economical landscape in which it operates, to assess if these amendments become applicable.
The following new standards, amendments to standards and interpretations have been issued but are not effective during the period ended September 30, 2025. The Company has not yet adopted these new and amended standards. The Company has considered the amendments and assessed that they will have no material impact on adoption except as stated otherwise below.
International Financial Reporting Standards, interpretations and amendments issued but not effective
Number
Effective date
Executive summary
Amendment to IFRS 9, "Financial Instruments"
Annual periods
The amendments clarify the requirements for the timing of recognition and derecognition of some
and IFRS 7, "Financial Instruments: Disclosures" Classification and Measurement of Financial Instruments
beginning on or after 1 January 2026
(Published May 2024)
financial assets and liabilities; Clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; Add new disclosures for certain instruments with contractual terms that can change cash flows (such as instruments with features linked to the achievement of environment, social and governance (ESG) targets); and make updates to the disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (FVOCI).
The Group has assessed these amendments and does not believe they will have a material impact on the Group's financial statements.
IFRS 18, 'Presentation and Disclosure in Financial Statements'
Annual periods beginning on or after 1 January 2027
(Published April 2024)
The objective of IFRS 18 is to set out requirements for the presentation and disclosure of information in general purpose financial statements (financial statements) to help ensure they provide relevant information that faithfully represents an entity's assets, liabilities, equity, income and expenses. IFRS 18 replaces IAS 1 'Presentation of Financial Statements' and focuses on updates to the statement of profit or loss with a focus on the structure of the statement of profit or loss; required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management defined performance measures); and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. Many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its 'operating profit or loss'.
As this standard is replacing IAS 1 'Presentation of Financial Statements', it will have a qualitatively material impact on the Group's financial statements. The Group will start the process to ensure that all new IFRS 18 disclosure
requirements, are adhered to by the effective date of the standard.
IFRS 19, 'Subsidiaries without Public Accountability'
Annual periods beginning on or after 1 January 2027
(Published May 2024)
The objective of IFRS 19 is to provide reduced disclosure requirements for subsidiaries, with a parent that applies the Accounting Standards in its consolidated financial statements. IFRS 19 is a voluntary Accounting Standard that eligible subsidiaries can apply when preparing their own consolidated, separate or individual financial statements
The Group is a publicly traded company, and it is not a subsidiary. Therefore, this is not applicable to the Group.
IFRS 9 and IFRS 7
disclosure of effects of an entity's contracts referencing nature-dependent electricity
Annual reporting periods beginning on or after 1 January 2026
The amendments to IFRS 9 and IFRS 7 is to ensure that financial statements faithfully represent the effects of an entity's contracts referencing nature-dependent electricity.
These amendments include:
The new standard is not expected to have a material impact on the group.
clarifying the application of the 'own-use' requirements;
permitting hedge accounting if these contracts are used as hedging instruments; and
adding new disclosure requirements to enable investors to understand the effect of these contracts on a company's financial performance and cash flows.
-
BASIS OF CONSOLIDATION
These unaudited condensed consolidated interim financial statements incorporate the financial statements of the Company and its controlled subsidiaries. Control exists when an investor (the Company) has power over an investee (the Subsidiaries) that give it the current ability to direct the relevant activities.
These unaudited condensed consolidated interim financial statements include the accounts of the Company and its controlled subsidiaries, as follows:
NAME OF SUBSIDIARY
COUNTRY OF INCORPORATION
PRINCIPAL ACTIVITY
Alphamin Bisie Mining SA (Formerly called Mining and Processing, Congo, SARL)
Democratic Republic of the Congo
Mining (84.14% owned by Alphamin Resources (BVI) Ltd)
Alphamin South Africa (Pty) Limited
South Africa
Holding Company (100% wholly owned by Parent)
Alphamin Holdings (BVI) Ltd
British Virgin Islands
Holding Company (100% wholly owned by Parent)
Alphamin Resources (BVI) Ltd
British Virgin Islands
Holding Company (100% wholly owned by Alphamin Holdings (BVI) Ltd)
All intercompany transactions and balances have been eliminated.
Following the receipt of mining license number PE13155 and in line with Article 71 of the Mining Code 2002, 5% of the shares of Alphamin Bisie Mining SA (ABM), were issued to the Government of the Democratic Republic of the Congo. The Industrial Development Corporation of South Africa Limited (IDC) has direct ownership of 10.86% of ABM. The Government of the Democratic Republic of the Congo owns a non-diluting 5% resulting in a Company ownership of ABM of 84.14%.
-
MEASUREMENT UNCERTAINTY AND CRITICAL JUDGEMENTS
The preparation of financial statements in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards) and interpretations of the International Financial Reporting Interpretations Committee (IFRIC) requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions, which by their nature are uncertain, affect the carrying value of assets. Other significant estimates made by the Company include factors affecting valuations of share-based compensation. The Company regularly reviews its estimates and assumptions, however actual results could differ from these estimates and these differences could be material and would not be considered an error. Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Provision for closure and reclamation
The Company's operations are subject to environmental regulations in the Democratic Republic of Congo. Upon establishment of commercial viability of the Bisie Tin Mine and subsequent commencement of development activity, the Company estimated the cost to restore the site following the completion of commercial activities and depletion of reserves.
These future obligations are estimated by taking into consideration closure plans, known environmental impacts, and internal and external studies, which estimate the activities and costs that will be carried out to meet the decommissioning and environmental rehabilitation obligations. The Company records a liability and a corresponding asset for the present value of the estimated costs of legal and constructive obligations for mine rehabilitation, based on environmental disturbances incurred up to the end of each reporting period. During the mine rehabilitation process, there will be a probable outflow of resources required to settle the obligation and a reliable estimate can be made of those obligations. The present value is determined based on current market assessments using the risk-free rate of borrowing which is approximated by the yield of government bonds with a maturity similar to that of the mine life. The discounted liability is adjusted at the end of each reporting period with the passage of time and for the estimated rehabilitation cost related to any new environmental disturbances incurred during that period. The provision represents management's best estimate of the present value of the future mine rehabilitation costs, which may not be incurred for several years or decades, and, as such, actual expenditures may vary from the amount currently estimated. The decommissioning and environmental rehabilitation cost estimates could change due to amendments in laws and regulations in the Democratic Republic of Congo. Additionally, actual estimated costs may differ from those projected as a result of a change over time of actual remediation costs, a change in the timing for utilisation of reserves and the potential for increasingly stringent environmental regulatory requirements.
Exploration and Evaluation Assets and Mine under construction
New exploration following commercial production at Bisie is recorded as a new Exploration and Evaluation asset at cost and refers to the search for other mineral orebodies within the mining and exploration licenses that the Company owns the mineral rights for. Such exploration cost is carried at cost until such time as management determine that the area is economically viable, in which case it will be transferred into mine under construction or written off if not pursued further.
Assumptions are used in estimating the Company's reserves and resources that might be extracted from the Company's properties. Judgement is applied in determining when an Exploration and Evaluation Asset demonstrates technical feasibility and commercial viability and transitions to the development stage, requiring reclassification to mine under construction within non-current assets. The judgement is based on information collated by appropriately qualified persons relating to the geological data on the size, depth, shape and grade of the ore body and technical data on suitable production techniques and recovery rates. This analysis requires complex geological judgements to interpret the data, and the approximation of recoverable reserves takes other factors into consideration, inclusive of commodity prices, future capital requirements, estimated production and transport costs, discount rates, associated decommissioning and environmental rehabilitation costs along with the above geological assumptions.
All capitalised Exploration and Evaluation expenditures are monitored for indications of impairment. Indicators of impairment include, but are not limited to:
the period for which the right to explore is less than one year;
further exploration expenditures are not anticipated;
a decision to discontinue activities in a specific area; and
the existence of enough data indicating that the carrying amount of an Exploration and Evaluation Asset is unlikely to be recovered from the development or sale of the asset.
Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that Exploration and Evaluation Assets are not expected to be recovered, they are charged to the consolidated statement of profit/(loss) and comprehensive profit/(loss).
Share-based payments
The share-based payments expense is estimated using the Black-Scholes options-pricing model as measured on the grant date to estimate the fair value of stock options, which requires inputs in calculating the fair value for share-based payments expense, included in profit or loss. This model involves the input of highly subjective assumptions, including the expected price volatility of the Company's common shares and the expected life of the options. The value of the share-based payment expense for the period along with the assumptions and model used for estimating fair value for share-based compensation are disclosed in Note 16.
Impairment
Non-financial assets
An impairment review of property, plant and equipment is carried out by comparing the carrying amount thereof to its recoverable amount when there is an indication that these assets may be impaired. The recoverable amount of property, plant and equipment is determined as the higher of the fair value less cost to sell and its value in use. For mining assets this is determined based on the fair value which is the present value of the estimated future cash flows arising from the use of the asset. Where the recoverable amount is less than the carrying amount, the impairment charge will reduce the carrying amount of property, plant and equipment to its recoverable amount. The adjusted carrying amount is depreciated over the remaining useful life of property, plant and equipment.
Estimates are made in determining the recoverable amount of assets which includes the estimation of cash flows and discount rates used. In estimating the cash flows, management bases cash flow projections on reasonable and supportable assumptions that represent management's best estimate of the range of economic conditions that will exist over the remaining useful life of the assets. The discount rates used reflect the current market assessment of the time value of money and the risks specific to the assets for which the future cash flow estimates have not been adjusted. Changes in such estimates could impact the recoverable amount of these assets. Estimates are reviewed regularly by management.
Useful lives of mineral properties, plant and equipment
The depreciable amounts of assets are allocated on a systematic basis over their useful lives. In determining the depreciable amount, management makes assumptions in respect to the residual value of assets based on the expected estimated amount that the entity would currently obtain from disposal of the asset, after deducting the estimated costs of disposal. If an asset is expected to be abandoned the residual value is estimated at zero. Due to the remote location of the mine as well as the specialised nature of the property, plant and equipment, management has estimated the residual value of property, plant and equipment to be zero.
In determining the useful life of assets, management considers the expected usage of assets, expected physical wear and tear, legal or similar limits of assets such as mineral rights as well as obsolescence.
Estimated mineral resources are used in determining the depreciation of certain assets. This results in a depreciation expense proportional to the depletion of the anticipated remaining life-of-mine
production. The estimate of the remaining life of the Company's mineral producing properties is based on a combination of quantitative and qualitative factors including historical production and financial results, mineral resources reported under National Instrument 43-101 reports, and management's intent to operate the property. The estimated remaining life of mineral producing properties are used to calculate amortisation and depletion expenses, assess impairment charges and the carrying value of assets, and for forecasting the timing of the payments of reclamation and remediation costs.
-
REVENUE
Effective January 2024, the Company sells its product on Free Carrier (FCA) Incoterms. This means that the Company is not responsible for freight or insurance once control of the goods has passed. The FCA Incoterm consists of one performance obligation, being for the provision of tin concentrate at contractually agreed specifications. The table below illustrates at what point control passes for this performance obligation.
Revenue type
Tin Concentrate
Inco terms
FCA
Performance obligation
Supply of tin concentrate at contractually agreed specifications at delivery point.
Timing of when performance obligation is satisfied
On delivery of the tin concentrate to the customer.
Payment terms
The payment terms are different depending on the delivery point chosen as below:
Delivery point Logu: In January 2024 the Company signed an amendment to the offtake agreement. For an initial period of 12 months (subject to renewal), 95% payment is made within three days of receipt of the necessary export documentation confirming the availability of goods for departure at Logu. A 15% arrangement deposit is returned to the Buyer until the goods cross the DRC border. The 15% arrangement deposit is returned to the Company on presentation of a holding certificate at Kampala, Uganda. The final 5% is payable following receipt of final smelter assays 90-150 days following delivery. The Company can elect pricing of either the 4-month price agreed prior to departure from Logu, or the 3-month price just prior to crossing the DRC border. The payment for goods net of the arrangement deposit in DRC at any given time, inclusive of the advanced payment referred to below, is limited to $50m. If the goods do not cross the DRC border within 55 days of the provisional payment, the Buyer has the right to request return of the associated provisional payment until such time as the goods cross the border.
Delivery point Kampala: 95% within three days of a holding certificate confirming the arrival of the goods at Kampala, Uganda and 5% following receipt of final smelter assays 60-120 days following delivery.
Delivery point Goma: 95% within three business days of the goods crossing the DRC border and 5% following receipt of final smelter assays 90-150 days following delivery.
Control passes to the customer when product is delivered at the delivery point as the customer takes risk of ownership of the product. Delivery can take place at any of three agreed delivery points, being
(1) Logu (approximately 36km from the mine site), (2) Goma, North Kivu, DRC or (3) Kampala,
Uganda. The delivery point is agreed between the customer and the Company from time to time. In the case of the Logu and Goma delivery points, title passes upon the lot leaving the DRC and entering Uganda. For the Kampala delivery point, title passes when the lot is delivered at the Kampala delivery point.
For the Logu delivery point, pricing can be either the four-month price as agreed prior to departure from Logu, or the three-month price just prior to crossing the DRC border, at the election of the Company. A provisional invoice is raised when the goods leave Logu.
Commodity price adjustments during this period are separately disclosed in the revenue note as other revenue (note 18). Invoices are raised on FCA delivery date. Final assay adjustments are recorded against revenue. The Company currently fixes the pricing on departure from Logu.
Since January 2024, the offtake contract provides for an advanced payment of up to $10m to be made towards concentrate stockpiles at Bisie subject to provision of a mine holding certificate. If the goods do not leave Logu within 30 days of payment, the associated advanced payment needs to be returned to the Buyer.
During Q1 2025, the Company selected a mixture of Logu and Kampala as the delivery points and elected a mixture of the three and four-month price for sales during the period. On resumption of activities in April 2025, the company reverted to delivery point Logu and four-month price.
No advance payments had been received from the customer, nor did any goods fail to cross the DRC border.
The company accrues interest on the balance paid by the buyer upon delivery of the tin concentrate to the delivery point. Interest is accrued on the amount received while the goods are in the DRC at a rate of SOFR plus 5%. On crossing of the DRC border into Uganda, the interest rate drops to SOFR plus 3% and is payable for the lesser of 60 days or until the buyer is paid by the smelter. This is treated as consideration payable to a customer and is a reduction of the transaction price.
-
INVENTORIES
Inventory consists of tin concentrate which has been produced to contracted specifications. Concentrate inventories are carried at the lower of cost (determined on the weighted average basis) or net realisable value. The Company does not currently value run of mine ore produced from underground due to the low levels and values of such stockpiles.
The weighted average cost of concentrate inventories is determined by dividing the cost of the concentrate available for sale with the concentrate tons available for sale. The cost of concentrate available for sale is calculated as opening inventory plus net purchases, the cost of conversion plus other costs incurred to get the tin inventory from run of mine ore to concentrate. The costs of conversion are calculated based on costs directly related to the production and an allocation of fixed and variable overheads. Net realisable value is the estimated selling price net of any estimated selling costs in the ordinary course of business. Write-downs of mineralised concentrate, resulting from net realisable value impairments, are reported as an expense within cost of sales in the period of write down.
Consumables stores are valued at the lower of cost (determined on the weighted average basis) and net realisable value. Replacement cost is used as the best available measure of net realisable value.
-
FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS
The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency of the Company is the United States dollar. A change in functional currency (in 2015) resulted in a permanent foreign currency translation reserve amount of
$1,511,737.
Transactions and balances in currencies other than the United States dollar are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the period-end exchange rate, while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in the statement of profit/(loss) and other comprehensive income.
The financial results and position of foreign operations, whose functional currency is different from the reporting currency are translated as follows:
assets and liabilities are translated at period-end exchange rates prevailing at that reporting date;
income and expenses are translated at average exchange rates for the period; and
equity items are translated at historical rates.
Exchange gains and losses are included as part of the foreign currency translation reserve on the statement of financial position.
-
LEASES LIABILITIES AND RIGHT-OF USE ASSETS
The Company leases various mining machines and a fuel farm at its operation in DRC. Rental contracts are typically made for fixed periods of 3 to 5 years. The Company's lease contracts may contain both lease and non-lease components. The Company allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. Lease terms are negotiated on an individual basis and contain a range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor.
Leased assets may not be used as security for borrowing purposes. Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Company. Assets and liabilities arising from a lease are initially measured on a present value basis, using the incremental borrowing rate as the discount rate.
Right-of-use assets are measured at cost comprising the following:
the amount of the initial measurement of lease liability;
any lease payments made at or before the commencement date less any lease incentives received;
Directly attributable costs of bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Directly attributable costs include the cost of inspection, transport, import duties and clearance costs; and
restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Company is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life.
Lease liabilities are initially measured at the present value of the lease payments payable over the term of the lease and are discounted at the incremental borrowing rate. Lease payments are determined in accordance with contracts.
-
EXPLORATION AND EVALUATION ASSETS
Recognition and measurement
Exploration and Evaluation costs are those costs required to find a mineral property and determine technical feasibility and commercial viability. Exploration and Evaluation costs include costs to establish an initial mineral resource and determine whether inferred mineral resources can be upgraded to measured and indicated mineral resources and whether measured and indicated mineral resources are commercially viable. Costs incurred before the Company has obtained the legal right to explore an area are recognised in the consolidated statement of profit/(loss) and comprehensive profit/(loss).
Exploration and Evaluation costs relating to the acquisition of, exploration for and development of mineral properties are capitalised and include, but are not restricted to: drilling, trenching, sampling, surveying and gathering exploration data; tunnelling and development, calculation and definition of mineral resource; test work on geology, metallurgy, mining, geotechnical and geophysical; and conducting geological, geophysical, engineering, environmental, marketing and financial studies.
Administration costs that do not relate directly to specific exploration and evaluation activity for capitalised projects are expensed as incurred.
Impairment
All capitalised Exploration and Evaluation expenditures are monitored for indications of impairment. Indicators of impairment include, but are not limited to:
the period for which the right to explore is less than one year;
-
BASIS OF PREPARATION
further exploration expenditures are not anticipated;
a decision to discontinue activities in a specific area; and
the existence of enough data indicating that the carrying amount of an Exploration and Evaluation Asset is unlikely to be recovered from the development or sale of the asset.
Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that Exploration and Evaluation Assets are not expected to be recovered, they are charged to the consolidated statement of profit/(loss) and comprehensive profit/(loss).
-
PLANT AND EQUIPMENT
Plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition or constructions of the items.
Land and assets under construction are stated at cost and are not depreciated. Buildings, including certain non-mining residential buildings, and all other items of property, plant and equipment are reflected at cost less accumulated depreciation and accumulated impairment losses.
Capitalised mine development and infrastructure costs (shown as mining property) are depreciated on a unit-of-production basis. Depreciation is charged on mining assets from the date on which the assets are available for use as intended by management.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
Depreciation is charged on a systematic basis over the estimated useful lives of the assets after taking into account the estimated residual values of the assets. Useful life is either the period of time over which the asset is expected to be used or the number of production or similar units expected to be obtained from the use of the asset.
The estimated useful lives of items of property, plant and equipment are: Mining property Units of production
Plant and equipment 10 - 12.5 years
Land Not depreciated
Buildings 12.5 years
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. Borrowing costs are expensed as incurred except where they relate to
the financing of construction or development of qualifying assets in which case they are capitalised up to the date when the qualifying asset is ready for its intended use.
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SHARE-BASED PAYMENTS AND SHARE APPRECIATION RIGHTS EQUIVALENT SHARES
The Company's omnibus incentive plan allows for issue of stock options which in turn allows Company employees and consultants to acquire shares of the Company. The fair value of options granted is recognised as a share-based payment expense with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee. Consideration paid on the exercise of stock options is credited to capital stock.
The fair value is measured at grant date and each tranche is recognised over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted.
At each financial position reporting date, the amount recognised as an expense is adjusted to reflect the number of stock options that are expected to vest. Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognised in the statement of profit/(loss) over the vesting period, described as the period during which all the vesting conditions are to be satisfied. Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in the statement of profit/(loss). Amounts related to the issuance of shares are recorded as a reduction of capital stock. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value of the shares or equity instruments issued is used.
During the financial year ended December 31, 2022 the Company amended the previous Stock Option plan and replaced it with the Omnibus Incentive Plan. Under the plan the Company can award various other types of long term incentive including Share Appreciation Rights Equivalent Shares (SARES). Such shares are a subclass of shares with no voting rights that entitles the holder to be paid dividends on dates determined by the board, based on certain share price criteria to the extent that the 5 day VWAP share price prior to the dividend date is higher than the "Reference price", or share price on date of issue.
The Company accounts for SARES as a share-based payment under IFRS 2. A share-based payment liability is raised for the cash settlement expected to fall due at each period end.
-
INCOME TAXES
Current tax
Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the Statement of Financial Position date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
During the current financial year, the company elected to disclose the tax rate reconciliation using the 30% statutory tax rate applicable in the DRC. This represents a change from the prior year, in which the company applied the Mauritian tax rate. The change was implemented to reflect the primary tax rate which the majority of the company's profits are subjected to. The Companies earnings are derived from the DRC where the corporate tax rate under the mining code is 30%. An
additional "superprofit tax" could raise the effective tax rate depending on a number of factors including the average tin price achieved during any given year.
The Company is not subject to the global minimum top-up tax under Pillar Two tax legislation, which is only applicable when group revenue is greater than EUR 750 million in at least two of the last four years.
Deferred tax
The estimation of income taxes, includes evaluating the recognition of deferred tax assets based on an assessment of the Company's ability to utilise the underlying future tax deductions against future taxable income, prior to expiry of those deductions. Management assesses whether it is probable that some, or all of the recognised or unrecognised deferred income tax assets will not be realised. The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialisation of mineral reserves. To the extent that management's assessment of the Company's ability to utilise future tax deductions changes, the Company would be required to recognise more or fewer deferred tax assets, and deferred income tax provisions or recoveries could be affected. Management believes that future profits will allow realisation of the deferred tax asset. Refer to note 9.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting nor taxable loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.
-
BASIC AND DILUTED EARNINGS / (LOSS) PER SHARE
The basic earnings/(loss) per share is computed by dividing the net earnings/(loss) attributable to ordinary shareholders of the parent company by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution of common share equivalents, such as outstanding stock options and share purchase warrants, in the weighted average number of common shares outstanding during the period, if dilutive. For this purpose, the "treasury stock method" is used for the assumed proceeds upon the exercise of stock options and warrants that are used to purchase common shares at the average market price during the period.
-
PROVISION FOR ENVIRONMENTAL REHABILITATION
The Company recognises liabilities for legal or constructive obligations associated with the retirement of Exploration and Evaluation Assets and plant and equipment. The net present value of future rehabilitation costs is capitalised to the related asset along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a pre-tax rate that reflects the time value of money, are used to calculate the net present value. The Company's estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related assets with a corresponding entry to the rehabilitation provision.
Changes in the rehabilitation liability will be added to or deducted from the cost of the related asset and in the event the amount to be deducted exceeds the carrying amount of the asset the excess shall be recognised immediately in profit or loss.
-
CAPITAL STOCK
Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and stock options are recognised as a deduction from equity. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued. The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The Company first values the warrants at their fair value using option pricing methodologies. The balance is allocated to the common shares.
-
FINANCIAL INSTRUMENTS
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 amortised 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 will be recorded in profit or loss.
Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (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 with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
Subsequent measurement of debt instruments depends on the Company's business model for managing the asset and the cash flow characteristics of the asset. There are two measurement categories into which the Company classifies its debt instruments:
Amortised 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 amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss. Impairment losses are presented as separate line item in the statements of comprehensive profit/(loss).
FVTPL: Assets that do not meet the criteria for amortised cost or fair value through Other Comprehensive Income (FVOCI) are measured at FVTPL. A gain or loss on a debt investment that is subsequently measured at FVTPL is recognised in profit or loss.
Impairment
The Company assesses on a forward-looking basis the expected credit loss associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
The designation determined the method by which the financial assets were measured on the statement of financial position subsequent to inception and how changes in value were recorded.
Financial liabilities
The Company classifies its financial liabilities into one of the following categories:
Fair value through profit or loss - this category comprises derivatives and financial liabilities incurred principally for the purpose of selling or repurchasing in the near term. They are carried at fair value with changes in fair value recognised in profit or loss.
Amortised cost - this category consists of other liabilities that are not carried at fair value through profit or loss. These liabilities are measured using the effective interest method.
-
DEBT AND FINANCE COSTS
Debt is initially recorded at fair value, less transaction costs and is subsequently measured at amortised cost, calculated using the effective interest rate method. Finance costs are expensed as incurred.
-
IMPAIRMENT OF NON-FINANCIAL ASSETS
At the end of each reporting period, the Company's assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
Fair value less costs to sell (FVLCS) is the amount obtainable from the sale of the asset in an arm's length transaction between knowledgeable and willing parties, less the costs of disposal.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognised in profit or loss for the period. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
- EMPLOYEE SHORT-TERM BENEFITS
The cost of short-term employee benefits is recognised during the period in which the employees render the related service. The provision for employee entitlements to salaries, bonuses and annual leave represents the amount which the Company has a present legal or constructive obligation to pay as a result of the employees' services provided up to the reporting date.
3. INVENTORY | ||
September 30 | December 31 | |
2025 USD | 2024 USD | |
Tin concentrate | 6 006 481 | 6,309,805 |
Consumable stores | 47 692 417 | 46,757,744 |
53 698 898 | 53,067,549 | |
Tin concentrate consists of final product at the Company's premises. There were no write downs of tin concentrate during the period. An amount of $707,603 (Q3 2024: 7,671,128) was debited to cost of sales during the period relating to tin concentrate inventory movement.
Consumable stores consist of items such as inventories of diesel, explosives, cement, other mining consumables, fleet maintenance materials, personal protective equipment and other mining and process plant consumables and spares. An amount of $39,835,028 (9 Months 2024: $33,083,342) was debited to cost of sales from consumable stores during the period.
Inventory is pledged as security under the Company's credit facility. 4. ACCOUNTS RECEIVABLE | ||
September 30 | December 31 | |
2025 USD | 2024 USD | |
Trade receivables - amortised cost1 | 34 569 311 | 64,159,546 |
1Accounts receivable are valued at amortised cost. In determining a loss allowance, the Company applied a simplified lifetime expected credit loss approach which considered the financial health and payment history of the customer. Based on the low probability of default, the calculated loss allowance on September 30, 2025 and December 31, 2024 was immaterial.
Trade receivable are amounts due from the customer for tin concentrate sold in the ordinary course of business. They are generally due for settlement within 30 - 180 days and are therefore classified as current.
For the period ended September 30, 2025, the price was finalised on the basis of the prevailing LME 3 and 4 month price on delivery at Logu or Kampala. Refer to the revenue accounting policy (note 2) for a detailed overview of the pricing arrangements.
5. PREPAIDS AND OTHER RECEIVABLES Item Current September 30 2025 USD December 31 2024 USDSupplier prepayments1 | 5,607,267 | 7,222,477 |
Tax prepayment3 | 7,420,321 | 6,016,143 |
Deferred expenses4 | 2,259,525 | 2,034,028 |
15,287,113 | 15,272,648 | |
Non-current | ||
Environmental deposit in DRC5 | 1,933,869 | 1,618,780 |
VAT receivable2 | 40,440,445 | 35,369,651 |
42,374,314 | 36,988,431 | |
1 Supplier prepayments primarily relate to orders for consumables and equipment ordered for the mine.
2Due to slow repayment of the VAT receivable, 100% (FY2024: 100%) of the outstanding balance at September 30, 2025 has been assessed as receivable in greater than one year. There is a certification process ongoing prior to a refund being issued and the Company is actively pursuing the matter for resolution.
3The tax prepayment relates to deposits paid to the public treasury relating to tax disputes in order to approach the courts.
4 Deferred expenses relate to royalty and export tax invoices received relating to product not yet recognised as revenue.
5The environmental deposit in the DRC relates to funds deposited with the central bank in the DRC. These funds will be utilised towards any future environmental rehabilitation activities. The deposit will be returned to the Company in the event that the funds are not utilised.
6. CASH AND CASH EQUIVALENTS | |||
September 30 | December 31 | ||
2025 USD | 2024 USD | ||
Cash at bank | 41,284,406 | 29,659,543 | |
Short term deposits | 16,000,000 | - | |
Cash on hand | 9,065 | 16,797 | |
57,293,471 | 29,676,340 | ||
September 30 | December 31 | ||
2025 USD | 2024 USD | ||
Bank Overdraft | 24,187,007 | 52,767,202 | |
Under the terms of the credit facility (see Note 14 - Debt) all bank accounts of the Company are pledged as security.
During Q2 2025, TMB bank agreed to renew the $53m overdraft facility for a further twelve months. If the facility is above $25m it will be subject to political risk insurance and an international bank guarantee.
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PLANT AND EQUIPMENT
Description
Mining Property costs
USD
Construction in progress
USD
Right of use assets
USD
Land & buildings
USD
Plant & Equipment
USD
Total
USD
Cost
Opening balance January 1, 2024
180,079,516
128,153,619
23,626,225
11,382,185
128,360,872
471,602,417
Transfer from Construction in progress
72,302,213
(159,981,976)
-
2,438,978
85,240,785
-
Additions during the Year
12,234,456
31,828,357
4,594,290
1,026,693
9,376,195
59,059,991
Closing balance December 31, 2024
264,616,185
-
28,220,515
14,847,856
222,977,852
530,662,408
Additions during the Year
5,874,416
-
2,416,954
262,472
6,996,373
15,550,215
Closing balance September 30, 2025
270,490,601
-
30,637,469
15,110,328
229,974,225
546,212,623
Accumulated Depreciation
Opening balance January 1, 2024
(63,802,991)
-
(7,918,215)
(482,379)
(49,880,808)
(122,084,393)
Depreciation expense during the year
(21,088,086)
-
(3,294,551)
(797,739)
(22,010,584)
(47,190,960)
Closing balance December 31, 2024
(84,891,077)
-
(11,212,766)
(1,280,118)
(71,891,392)
(169,275,353)
Depreciation expense during the year
(18,165,666)
-
(3,090,371)
(1,019,249)
(20,729,044)
(43,004,330)
Closing balance September 30, 2025
(103,056,743)
-
(14,303,137)
(2,299,367)
(92,620,436)
(212,279,683)
Net closing value
December 31, 2024
179,725,108
-
17,007,749
13,567,738
151,086,460
361,387,055
September 30, 2025
167,433,858
-
16,334,332
12,810,961
137,353,789
333,932,940
All the Company's assets (excluding leased assets) are secured by the lenders of the Company's credit facility. From 2015, the Company focussed exclusively on the development of the Bisie Tin Mine, its principal project in the Democratic Republic of Congo (DRC).
The Mpama South development, which is adjacent to the producing Mpama North mine and comprised a new underground development portal, processing plant and associated equipment and underground infrastructure, has increased Alphamin's annual contained tin production to approximately 20,000 tonnes. The Mpama South processing facility has continuously produced tin concentrate to sales specification at targeted volumes since achieving commercial production on 17 May 2024.
Right of use assets relate to underground mining equipment and a fuel storage facility and the 2025 additions include $231,747 (2024: $1,176,731) in capitalised costs of bringing the right of use assets to the mine, comprising deposits, arrangement fees, transport costs and duties. Construction in progress included $nil (2024: $258,669) in interest on leases capitalised as the leased assets were used in development of the Mpama South project. Refer to note 12.
-
INCOME TAX
A reconciliation of the provision for income taxes is as follows:
September 30,
September 30,
2025
2024
USD
USD
Profit before income tax
178,920,809
149,644,886
DRC statutory rate
30%
30%
Expected income tax
(53,676,243)
(44,893,466)
Increase/(decrease) due to: Non-deductible expenses
(5,818,330)
(5,333,218)
Differential in tax rates
(733,950)
(851,313)
Deferred tax not recognised
(260,768)
(459,242)
Withholdings tax on intragroup dividends
(8,414,128)
(9,886,572)
Current income tax
(68,903,419)
(61,423,811)
Income tax expense consists of the following;
Current income tax1
(70,923,358)
(59,412,402)
Deferred income tax recovery
2,019,939
(2,011,409)
1Current income tax includes withholdings tax on intragroup dividends of $8,414,128 (FY2024: $9,886,572)
Non-deductible expenses relate to various Income Statement expenses which are not allowable for income tax purposes in the various jurisdictions in which the Company operates and various operating expenditures which are not allowable in terms of DRC tax law such as transport of concentrate.
Superprofit taxes (SPT) in DRC are triggered where the average sales price for the year exceeds the tin price used in the DRC feasibility study by more than 25%. In the case of superprofit tax applying a calculation using ABM's "Excédent Brut d'Exploitation" (EBT), an OHADA or Francophone Africa accounting term that is loosely equivalent to EBITDA for the year, where the EBT is greater than 25% higher than that stipulated in the feasibility study then a superprofit tax of an additional 20% applies, taking the statutory tax rate on that incremental portion of profit from 30% to 50%.
The tin price per tonne applied in the most recently approved DRC feasibility study was $29,250 in 2025, $30,333 in 2026 and $33,333 thereafter, meaning a superprofit tax calculation will apply if the tin price exceeds $36,562 in 2025, $37,916 in 2026 and over $39,465 thereafter. The incremental effect of SPT was $nil for the period ended September 30, 2025 (2024: $nil). Under DRC tax law, provisional payments of 80% of the prior year's actual tax bill are due during each year and a final tax payment is due by April following the financial year. There is no allowance for estimated profits.
DEFERRED TAX
The net deferred tax liabilities as at September 30, 2025 and net deferred tax assets as at December 31, 2024 are presented as follows:
Movement in deferred tax
Balance as at
December 31
Recognised in
profit or loss
Balance as at
March 31
Recognised in
profit or loss
Balance as at
June 30
Recognised in
profit or loss
Balance as at
30 September
2024
2025
2025
2025
Plant and equipment
(9 748 761)
360 000
(9 388 761)
360 000
-9 028 761,00
360 000
(8 668 761)
Inventory
6 103 820
(5 021 926)
1 081 894
2 756 096
3 837 990,00
982 376
4 820 366
Accounts receivable
(31 476 714)
15 077 604
(16 399 110)
(9 742 010)
-26 141 120,00
(2 316 845)
(28 457 965)
Accounts payable and accrued liabilities
11 122 572
(1 100 261)
10 022 311
367 169
10 389 480,00
(62 264)
10 327 216
Net deferred tax assets/(liabilities)
(23 999 083)
9 315 417
(14 683 666)
(6 258 745)
(20 942 411)
(1 036 733)
(21 979 144)
Offsetting of assets and liabilities
Deferred tax assets
17 226 392
(6 122 187)
11 104 205
3 123 265
14 227 470
920 112
15 147 582
Deferred tax liabilities
(41 225 475)
15 437 604
(25 787 871)
(9 382 010)
(35 169 881)
(1 956 845)
(37 126 726)
Net deferred tax asset/(liabilities)
(23 999 083)
9 315 417
(14 683 666)
(6 258 745)
(20 942 411)
(1 036 733)
(21 979 144)
Deferred tax assets and liabilities are only offset when they relate to income taxes levied by the same tax authority and the Company intends to settle its current tax assets and liabilities on a net basis.
Deferred income tax assets are recognised for tax loss carry forwards to the extent that the realisation of the related tax benefit through future taxable profits is probable. Deferred tax assets are expected to realise through profits. Deferred tax is recognised only in respect of the DRC operating subsidiary.
-
EXPLORATION AND EVALUATION ASSETS
Mpama South
USD
Mpama North
USD
Regional exploration
USD
Total
USD
Balance as at December 31, 2023
-
4,073,913
11,634,142
15,708,055
Additions
-
-
1,517,070
1,517,070
Balance as at December 31, 2024
-
4,073,913
13,151,212
17,225,125
Additions
450,266
168,411
84,163
702,840
Balance as at March 31, 2025
450,266
4,242,324
13,235,375
17,927,965
Additions
294,568
43,964
68,076
406,608
Balance as at June 30, 2025
744,834
4,286,288
13,303,451
18,334,573
Additions
1,274,202
473,695
691,766
2,439,663
Balance as at September 30, 2025
2,019,036
4,759,983
13,995,217
20,774,236
Exploration costs incurred for the period ended September 30, 2025, relate to drilling at Mpama North and Mpama South and ongoing regional exploration work.
- ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
September 30, | December 31, | |
Current Accounts Payable and Accrued Liabilities | 2025 USD | 2024 USD |
Accounts payable1 | 18,621,100 | 19,298,070 |
Accrued liabilities2 | 9,664,704 | 13,776,712 |
Payroll accruals | 3,716,605 | 524,645 |
Payroll tax liabilities | 1,210,724 | 2,136,966 |
Corporate tax liabilities | 23,037,339 | 37,936,624 |
Other tax liabilities3 | 1,356,275 | 1,522,881 |
57,606,747 | 75,195,898 |
1 Accounts payable mainly consists of mine consumables, mine services provided and other operating expenses. The credit term for purchases typically ranges from 30 to 60 days.
2Accrued liabilities mainly consists of mine consumables, mine services provided and other operating expenses.
3 The other tax liabilities include government royalties and withholding taxes.
September 30, | December 31, | |
2025 | 2024 | |
Corporate Tax Liability Reconciliation | USD | USD |
Taxation liabilities/(prepayments) at the beginning of the year | 37,936,624 | (10,564,770) |
Income taxation per the statement of profit or loss | 70,923,358 | 74,704,166 |
Foreign exchange (gains) / losses | (77,476) | 4,713,916 |
Taxation paid per the statement of cash flows | (85,745,167) | (30,916,688) |
Taxation (assets) / liabilities at the end of the year | 23,037,339 | 37,936,624 |
12. LEASE LIABILITIES | September 30, | December 31, |
2025 | 2024 | |
USD | USD | |
Current | 3,197,905 | 3,919,500 |
Non-current | 1,640,606 | 1,721,500 |
4,838,511 | 5,641,000 | |
Summary of lease liabilities by period of redemption | ||
Less than one year | 3,197,905 | 3,919,500 |
Between one and two years | 925,008 | 1,561,750 |
Between two and three years | 715,597 | 159,750 |
Total lease liabilities | 4,838,511 | 5,641,000 |
Analysis of movement in lease liabilities | ||
At the beginning of the year | 5,641,000 | 8,184,698 |
New leases | 2,185,207 | 3,225,876 |
Capital repayments | (2,987,696) | (5,769,574) |
- Lease payments | (3,486,624) | (6,731,779) |
- Interest charged to profit and loss | 498,928 | 703,536 |
- Interest capitalised | - | 258,669 |
At the end of the period/year | 4,838,511 | 5,641,000 |
The lease liabilities relate to the right-of-use assets (primarily comprising underground mining equipment) disclosed in note 7. Interest is based on incremental borrowing rates between 8.95% and 12.94%.
-
RELATED PARTY TRANSACTIONS
KEY MANAGEMENT PERSONNEL
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that the key management personnel consist of executive and non-executive members of the Company's Board of Directors and corporate officers. Remuneration attributed to key management personnel can be summarized as follows:
September 30,
December 31,
2025
2024
Item
Relationship
USD
USD
Director and Officer fees
Directors, officers
839,912
1,426,244
Secretarial and administrative fees
Corporate Secretary
38,832
51,593
Management fees
Directors
92,600
138,900
Share based payments
Director, officers
-
610,583
Share based payment liabilities of $279,760 (2024: $443,419) relate to provisions made for dividend payments relating to Share Appreciation Rights Equivalent Shares (SARES). SARES are marked to market at each period end and adjusted through share-based payments in the profit and loss account (refer to Note 16).
Debt finance due to related parties of $nil (2024: $2,364,211) was due to Tremont Master Holdings. Tremont Master Holdings who was the majority shareholder of the Company prior to the acquisition by IRH. Refer to Note 14 for further details relating to the related party debt owed to Tremont Master Holdings (as part of the syndicate of lenders). All related party transactions are carried out on an arms'-length basis.
In line with the DRC mining code, the Company's subsidiary Alphamin Bisie Mining SA (ABM) granted 5% of its share capital to the Government of the DRC during the 2015 financial year. To facilitate this, ABM divided their share capital into two classes, "A" shares and "B" shares. The "B" shares are intended to be held solely by the Government of the DRC and are non-dilutable at 5% of total share capital ("A" plus "B") in issue. "B" class shares have normal voting rights on a pro rata basis and the DRC Government has a right to appoint one director to the ABM board. The 5% is a free carry under the terms of the DRC mining code, hence the DRC Government is not required to contribute on granting of their initial holding or further issues to maintain their stake at 5%. The other shareholder in the Company's subsidiary Alphamin Bisie Mining SA (ABM), is the Industrial Development Corporation of South Africa Limited (IDC). From Q4 2020, the IDC holds 10.86% in ABM. This shareholding has remained unchanged during the current and prior financial years.
Under the terms of the IDC shareholders' agreement, a qualifying "seller", defined as a shareholder, or two or more shareholders acting together, holding more than 50% of the "A" class shares of ABM, has drag along and tag along rights that are normal in transactions of this nature. The IDC has also granted pre-emption rights to the other "A" class shareholders, entitling them to a right of first refusal on any partial or full sale of their shares. The IDC may propose (but is not obliged) at any time during the "Exit Period" that Alphamin Resources acquire all, but not less than all of its shares in exchange for shares in Alphamin Resources (the Share Swap), which shall be based on the then fair market value of the "A" class shares, and on terms to be mutually agreed to by Alphamin Resources and the IDC. The "Exit Period" originally referred to the earlier of five years from the date of signature, or one year from the date the Bisie Tin Mine Project reached 90% of its intended maximum production, having been fully
funded and fully implemented. This expired on February 28, 2023 without any impact on the Company. The agreement may be reimplemented by mutual agreement going forward.
-
DEBT
Long-term debt
Related party
debt USD
Non-related
party debt
USD
Total
USD
Balance, December 31, 2023
2,918,463
12,745,248
15,663,711
Capital Repayments
(778,328)
(5,505,185)
(6,283,513)
Interest Repayments
(216,971)
(1,007,146)
(1,224,117)
Drawdowns during the year
-
5,000,000
5,000,000
Interest Accrued
441,047
1,791,652
2,232,699
Balance, December 31, 2024
2,364,211
13,024,569
15,388,780
Capital Repayments
(131,345)
(723,587)
(854,932)
Interest Repayments
(29,892)
(164,675)
(194,567)
Interest Accrued
83,096
457,782
540,878
Balance, March 31, 2025
2,286,070
12,594,089
14,880,159
Interest Accrued
83,957
462,521
546,478
Balance, June 30, 2025
2,370,027
13,056,610
15,426,637
Capital Repayments
(2,370,027)
-
(2,370,027)
Interest Repayments
(21,718)
-
(21,718)
Interest Accrued
21,718
484,551
506,269
Balance, September 30, 2025
-
13,541,161
13,541,161
Due within one year
-
5,788,698
5,788,698
Due in greater than one year
-
7,752,463
7,752,463
-
13,541,161
13,541,161
On November 9, 2017 the Company entered into a credit facility from a syndicate of lenders, which consists of Tremont Master Holdings, Sprott Private Resource Lending (Collector) LP (settled 2022) and Barak Mikopo Structured Credit Fund (settled in 2024), for the construction of the Bisie Tin Mine.
Following several modifications to the terms, the Company concluded an amendment in Q1, 2025, following which the terms are set out below:
The key terms of the credit facility are:
Senior secured, non-revolving term credit facility.
Capital repayments commence in February 2026 with repayments in equal instalments over an 18-month period.
Effective Coupon of 10.00% plus the greater of US dollar 3-month Secured Overnight Financing Rate (SOFR) and 1 percent per annum.
A security package typical for a transaction of this nature including a mortgage over the Company's shares in each subsidiary, cash balances, moveable assets, consumable stores and the mining license PE1355 covering the Mpama North Tin Project.
Material adverse change clauses typical of transactions of this nature.
Covenants including but not limited to the below effective from commencement of capital repayments:
net working capital excluding credit facility amounts due and warrant liabilities, is in excess of $10,000,000 and the amount of its Unrestricted Cash is greater than
$5,000,000;
the Debt Service Cover Ratio is greater than or equal to 1.5 to 1.00 from July 2021;
the Total Debt to Equity Ratio is less than 60 to 40;
Loan Life Cover Ratio is greater than 2.00 to 1.00; and
the Reserve Tail Ratio is greater than 30%.
During Q3, 2025, following the change of control, the company settled the related party debt in full in line with terms set out in the credit agreement. The non-related party lender agreed to waive the repayment trigger and continued on contractual terms. There was no breach of the covenants of the credit facility in the period ended September 30, 2025 (2024: nil). The Company performs an assessment of the covenants at the end of every quarter. At quarter ended September 30, 2025, there was no unutilised debt facilities.
Net Cash/(Debt) ReconciliationSeptember 30,
December 31,
2025
USD
2024
USD
Bank overdraft
(24,187,007)
(52,767,202)
Lease liabilities
(4,838,511)
(5,641,000)
Debt
(13,541,161)
(15,388,780)
Total debt
(42,566,679)
(73,796,982)
Less: cash and cash equivalents
57,293,471
29,676,340
Net cash/(debt)
17,726,792
(44,120,642)
Net cash/(debt) is cash less interest-bearing debt.
-
PROVISION FOR CLOSURE AND RECLAMATION
The Company recognises a provision related to its constructive and legal obligations in the Democratic Republic of Congo to restore its properties. The cost of this obligation is determined based on the expected future level of activity and costs related to decommissioning the mines and restoring the properties.
A long-term inflation rate of 2.7% (2024: 2.7%) and a discount rate of 4.5% (2024: 4.5%) has been applied in calculating the present value of the future obligation. The period applied aligns to the estimated life of mine of 9.5 years, with most rehabilitation activities scheduled within the 3 years post completion of mining activities. The assumptions used are consistent with the prior year.
USD
Balance, December 31, 2023
12,661,612
Provision raised during the year
2,596,141
Impact of revised inflation and discount assumption*
(1,586,837)
Unwind of provision during the period
601,427
Balance, December 31, 2024
14,272,343
Unwind of provision during the period
163,401
Balance, March 31, 2025
14,435,744
Unwind of provision during the period
163,411
Balance, June 30, 2025
14,599,155
Unwind of provision during the period
163,419
Balance, September 30, 2025
14,762,574
*During the year ended December 31, 2024 the Company reassessed the inflation and discount assumptions used, which changed from 3.8% to 2.7% (2023: 4.4% to 3.8%) and 4.75% to 4.5% (2023: 4% to 4.75%) respectively. The inflation and discount assumptions remain unchanged as at September
30. 2025
- CAPITAL STOCK AND RESERVES
-
CAPITAL STOCK
The authorised capital stock of the Company consists of an unlimited number of common shares without par value, of which 1,278,910,479 common shares were issued and outstanding as at September 30, 2025.
-
CHANGES IN ISSUED CAPITAL STOCK AND RESERVES DURING THE PERIOD/YEAR ENDED September 30, 2025 AND DECEMBER 31, 2024
The table below sets out the movement in capital stock during the period/year ended September 30, 2025 and December 31, 2024:
Period ended September 30, 2025
In Q2, 2025, 200,000 options were exercised at a strike price of CAD68cents per share (USD49 cents per share)
Year ended December 31, 2024
In Q1, 2024, 5,900,000 options were issued.
In Q2, 2024, 666,666 options were exercised and 1,333,334 options were forfeited at a strike price of CAD68 cents per share (USD50 cents per share).
In Q4, 2024, 2,500,000 options were exercised at a strike price of CAD78 cents per share (USD56 cents per share) and a further 2,400,000 options were issued.
- STOCK OPTIONS
On July 8, 2022 the shareholders approved the replacement of the previous Stock Option Plan with the Omnibus Equity Incentive Plan (OEIP).
Under the OEIP a number of different equity compensation mechanisms became available, including Options, Restricted Share Units (RSUs), Share Appreciation Rights (SARs), SAR Equivalent Shares (SARES).
The OEIP provides that the number of common shares that may be purchased under the OEIP is a rolling maximum which shall not exceed 5% of the issued and outstanding shares of the Company at any time, with appropriate substitutions and/or adjustments in accordance with regulatory policies.
If there is a change in the number of issued and outstanding shares resulting from a share split, consolidation, or other capital or corporate reorganisation, the options in issue are adjusted accordingly. Per TSX Venture Exchange (TSX-V) policies, the total number of shares reserved for issuance to any one optionee within a period of 12 months shall not exceed 1% of the outstanding common shares at the time of grant, the total number of shares reserved for issuance to any one Consultant (as defined by the OEIP) within a period of 12 months shall not exceed 1% of the outstanding common shares at the time of grant, and the total number of shares reserved for all persons conducting Investor Relations Activities (as defined by the OEIP) within a period of 12 months shall not exceed 1% of the outstanding common shares at the time of the grant.
The OEIP provides that it is solely within the discretion of the Board of Directors (the "Board") to determine which directors, employees and other service providers may be awarded options under the OEIP, and
