Alphamin Resources Corp.TSXV: AFM

Unaudited Condensed Consolidated Interim Financial Statements (Alpha Financials Sept2025)

· Issued by Alphamin Resources Corp.


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 POSITION

ALPHAMIN 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' EQUITY

ALPHAMIN 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
  1. 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.

  2. SUMMARY OF MATERIAL ACCOUNTING POLICIES
    1. 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 standards

      The 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.

      International 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.

      Future accounting changes

      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.

    2. 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%.

    3. 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:

      1. the period for which the right to explore is less than one year;

      2. further exploration expenditures are not anticipated;

      3. a decision to discontinue activities in a specific area; and

      4. 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.

    4. 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.

    5. 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.

    6. 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:

      1. assets and liabilities are translated at period-end exchange rates prevailing at that reporting date;

      2. income and expenses are translated at average exchange rates for the period; and

      3. 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.

    7. 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.

    8. 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:

    9. the period for which the right to explore is less than one year;

  1. further exploration expenditures are not anticipated;

  2. a decision to discontinue activities in a specific area; and

  3. 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).

  1. 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.

  2. 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.

  3. 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.

  4. 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.

  5. 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.

  6. 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.

  7. 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.

  8. 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.

  9. 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.

  10. 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 USD

Supplier 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.

  1. 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.

  2. 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.

  3. 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.

  4. 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.

  5. 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%.

  1. 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.

  2. 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:

      1. 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;

      2. the Debt Service Cover Ratio is greater than or equal to 1.5 to 1.00 from July 2021;

      3. the Total Debt to Equity Ratio is less than 60 to 40;

      4. Loan Life Cover Ratio is greater than 2.00 to 1.00; and

      5. 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) Reconciliation

      September 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.

  3. 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

  4. CAPITAL STOCK AND RESERVES
  1. 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.

  2. 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.

  3. 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