Collective Mining Ltd.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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The yearly report of certain Canadian companies, filed under a joint US and Canadian system. It is the main yearly account these companies give US investors, largely as filed in Canada.
FY2025 · Filed Mar 31, 2026
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Contents
EX-99.2 · Contributed surplus – share-based payments
Contributed surplus – share-based payments
The Company has a stock option plan for its employees, directors and other eligible participants (“Participants”).
Stock options are granted to Participants to purchase common shares at a price determined at the time of grant. Fair value for stock options granted is determined on grant date using the Black-Scholes option-pricing model. Share-based compensation expense is recorded over the period the options vest, with a corresponding increase to contributed surplus. The Company issues new common shares to satisfy stock option exercises, with the proceeds received, net of any directly attributable transaction costs, credited to share capital.
| (j) | Share-based payments |
The Company has a stock option plan for its employees, directors and other eligible participants (“Participants”).
Stock options are granted to Participants to purchase common shares at a price determined at the time of grant. Fair value for stock options granted is recognized on a graded vesting method of amortization over the period during which the employee becomes entitled to exercise these equity instruments. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest and the share-based compensation expense is recorded, with a corresponding increase to contributed surplus.
| (k) | Earnings per share |
Basic earnings per share is computed by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding during the period. The computation of diluted earnings per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share. The dilutive effect of outstanding options and their equivalents are reflected in diluted earnings per share by application of the treasury stock method. The treasury stock method calculates the dilutive effect of share options assuming that the proceeds to be received on the exercise of share options are applied to repurchase common shares at the average market price of the period.
| (l) | Income taxes |
Current income taxes are recognized for the estimated income taxes payable or recoverable for the current year. Deferred income tax assets and liabilities are recognized for temporary differences between the tax and accounting bases of assets and liabilities. Deferred income tax assets and liabilities are measured using substantially enacted tax rates that apply for the years in which the temporary differences are expected to be recovered or settled. Deferred income tax assets are recognized to the extent that it is probable that the asset will be realized.
| 5. | NEW ACCOUNTING STANDARDS |
The following new standards and amendments to existing standards were issued by the IASB and are expected to be adopted by the Company in 2026 or later.
| (a) | IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”) - In April 2024, IFRS 18, was issued to achieve comparability of the financial performance of similar entities. The issuance of IFRS 18 is expected to have a substantive impact on financial statements, including potential changes to the structure of the income statement and various disclosure requirements. The standard, which replaces IAS 1, “Presentation of Financial Statements”, impacts the presentation of primary financial statements and notes, including the statement of earnings where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements, and requires retrospective application. The Company is assessing the potential impact of the standard on its consolidated financial statements. |
| 6. | RECEIVABLES AND PREPAID EXPENSES |
Receivables and prepaid expenses are made up of the following:
| As at | December 31, 2025 | December 31, 2024 |
|---|---|---|
| $ | $ | |
| Prepaid expenses (a) | 1,059,835 | 517,442 |
| Advance to suppliers (b) | 414,222 | 72,082 |
| Other receivables (c) | 133,761 | 94,131 |
| 1,607,818 | 683,655 |
| (a) | Prepaid expenses |
Prepaid expenses are recognised as assets when payments are made for services to be received in future periods. As of December 31, 2025, Prepaid expenses amount to $1,059,835 (December 31, 2024 – $517,442) and mainly include: Directors and Officers insurance and easement payments which represents payments to landowners to secure access rights and permits for drilling rig installation and other exploration works.
| (b) | Advance to suppliers |
Included in advance to suppliers is the security deposit paid and costs related to the refurbishment of a new office in Medellin; and the purchase of shelving for the drilling cores warehouse.
| (c) | Other receivables |
Included in other receivables is $97,120 (December 31, 2024 – $79,692) of Harmonized Sales Tax (“HST”) refund receivable in Canada.
| 7. | MINING CONCESSION ASSET |
Mining concession asset consists of the following:
| As at | December 31, 2025 | December 31, 2024 |
|---|---|---|
| $ | $ | |
| Opening balance | – | – |
| Addition: Original acquisition cost – First Guayabales Option (a) | 9,833,334 | – |
| Addition: Environmental remediation – First Guayabales Option (b) | 1,857,509 | – |
| Addition: Original acquisition cost – Other mining concessions (c) | 750,000 | – |
| Fair value adjustment – Acquisition cost – First Guayabales Option | (504,403) | – |
| Fair value adjustment – Provision for environmental remediation | (268,138) | |
| Fair value adjustment – Acquisition cost - Other mining concessions | (46,599) | – |
| 11,621,703 | – |
| (a) | First Guayabales Option |
On June 23, 2025, the Company has exercised its option to acquire the mining concession contract under the option agreement entered into on June 24, 2020 (the “First Guayabales Option”). As a result, the Company and the optionor executed an addendum to the original agreement pertaining to the First Guayabales Option. Consequently, the Company has expedited the timeline for obtaining full ownership of the mining concession contract and no longer has the option to terminate the agreement (See Note 9(a)(i)).
In accordance with the Company’s accounting policy under IFRS 6, the total consideration owing to the optionor under the amended agreement has been reflected as a mining concession contract with a corresponding financial liability (for the unpaid portion) (See Note 14). As at December 31, 2025, the remaining fair value of the long-term liability outstanding for this agreement is $1,425,561 (See Note 14).
| (b) | Environmental remediation |
As part of the acquisition of the mining concession contract, the Company has estimated a provision for environmental remediation of $1,857,509 (See Note 11). This provision relates primarily to the treatment and closure of two small tailings ponds, a waste dump, and sealing and backfilling of historical mining tunnels. The obligation arises from past activities conducted in the concession area prior to the Company’s acquisition (See Note 9(a)(i)).
The Company expects to undertake a progressive remediation program beginning in 2026 and continuing through 2033, with the objective of completing the environmental remediation works required under applicable regulations.
The provision for environmental remediation has been measured at present value using a discount rate of 9.50% over the expected remediation period from 2026 to 2033, resulting in an initial recognised provision of $1,589,371.
In accordance with IAS 37 Provisions, Contingent Liabilities, and Contingent Assets, the provision represents the estimated present obligation for remediation. Consistent with IAS 16, Property, Plant and Equipment, the related cost has been capitalised as part of the acquisition cost of the mining concession, as it is directly attributable to the acquisition of the mining concession contract.
| (c) | Other Mining Concessions |
On July 16, 2025, the Company signed an agreement to acquire a mining concession for a total consideration of $750,000. The present value of the total consideration is determined to be $703,401 using a discount rate of 9.25% for the period 2025–2027.
In accordance with the Company’s accounting policy under IFRS 6, the total consideration owing to the seller under the amended agreement has been reflected as a mining concession contract with a corresponding financial liability (for the unpaid portion). As at December 31, 2025, the remaining fair value of the long-term liability outstanding for this agreement is $328,559 (See Note 14).
| 8. | PROPERTY, PLANT AND EQUIPMENT |
Equipment and other fixed assets consist of the following:
| Land and Buildings (a) | Exploration Equipment and structures | Computer Equipment and furniture | Leasehold Improvement | Right of use assets (ROU) (b) | Total | |
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | |
| Opening net book value, January 1, 2025 | 58,749 | 343,704 | 34,123 | 96,971 | 146,515 | 680,062 |
| Additions | 8,929,870 | 177,132 | 251,985 | – | 1,930,872 | 11,289,859 |
| ROU re-measurement | – | – | – | – | 54,723 | 54,723 |
| Disposals and write-downs | – | (234) | (1,093) | – | – | (1,327) |
| Depreciation (c) | (3,326) | (164,925) | (72,205) | (45,818) | (522,836) | (809,110) |
| Net book value, December 31, 2025 | 8,985,293 | 355,677 | 212,810 | 51,153 | 1,609,274 | 11,214,207 |
| Cost | 8,995,746 | 781,922 | 444,976 | 295,610 | 2,132,109 | 12,650,363 |
| Accumulated depreciation | (10,453) | (426,245) | (232,166) | (244,457) | (522,835) | (1,436,156) |
| Net book value | 8,985,293 | 355,677 | 212,810 | 51,153 | 1,609,274 | 11,214,207 |
| Land and Buildings | Exploration Equipment and structures | Computer Equipment | Leasehold Improvement | Right of use assets (ROU) (b) | Total | |
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | |
| Opening net book value, January 1, 2024 | 62,075 | 335,433 | 64,636 | 87,541 | 106,534 | 656,219 |
| Additions | – | 133,217 | 29,905 | 75,800 | 124,778 | 363,700 |
| Depreciation (c) | (3,326) | (124,946) | (60,418) | (66,370) | (84,797) | (339,857) |
| Net book value, December 31, 2024 | 58,749 | 343,704 | 34,123 | 96,971 | 146,515 | 680,062 |
| Cost | 65,876 | 605,459 | 220,469 | 295,611 | 244,628 | 1,432,043 |
| Accumulated depreciation | (7,127) | (261,755) | (186,346) | (198,640) | (98,113) | (751,981) |
| Net book value | 58,749 | 343,704 | 34,123 | 96,971 | 146,515 | 680,062 |
| (a) | Lands |
In September 2025, the Company completed two land acquisitions within the Guayabales Project area. These acquisitions consolidate ownership of areas strategically located for the future infrastructure and operational development of the Apollo discovery.
Land additions include the following:
| ▪ | On September 12, 2025, the Company entered into an agreement to purchase land for total consideration of $2,562,014. The liability was fully settled in October 2025. |
| ▪ | On September 18, 2025, the Company entered into a four-year agreement to acquire land with fixed terms of payment for a total consideration of $6,000,000. The present value of the total consideration is determined to be $5,307,846 using a discount rate of 9.50% for the period 2025–2029. Accordingly, land has been recognized at this amount, with a corresponding financial liability recorded (refer to Note 14). |
| ▪ | On October 30, 2025, the Company entered into an agreement to purchase land for total consideration of $457,993. The liability was fully settled in October 2025. |
| ▪ | On December 17, 2025, the Company entered into an agreement to purchase land for total consideration of $389,904. The liability will be fully settled in April 2026. |
| (b) | Right of use assets (ROU) |
Right of use assets as at December 31, 2025, are comprised of one vehicle lease agreement for multiple vehicles with an initial term of 3 years, two warehouse leases, each one with an initial term of 3 years, one administrative office lease with an initial term of 1 year, renewable for additional 1-year terms, a second administrative office lease with an initial term of 2 years, renewable for additional 1-year terms, and a third corporate office lease with an initial term of sixty-three-month. The value of additions is determined as the present value of lease payments at the inception of the lease (See Note 13).
ROU additions include the following:
| ▪ | On January 1st, 2025, the Company entered into a three-year agreement to lease multiple vehicles for a total present value of $1,053,157. |
| ▪ | On August 1st, 2025, the Company entered into a sixty-three-month lease agreement to lease a corporate office in Miami for a total present value of $618,636. |
| ▪ | On December 22nd, 2025, the Company entered into a two-year agreement to lease a new administrative office in Medellin for a total present value of $259,079. |
| (c) | Depreciation |
Depreciation expense for year ended December 31, 2025 of $809,110 (year ended December 31, 2024 - $339,857), was recognized within exploration and evaluation expenses and general and administration expenses in the consolidated statement of operations and comprehensive loss (See Note 22 (a),(b)).
| 9. | MINERAL INTERESTS |
| (a) | Guayabales Project |
The Guayabales Project consists of mining titles, exploration applications, mining concession option agreements and a number of surface rights option agreements. The Guayabales Project is located in the Middle Cauca belt in the Department of Caldas, Colombia.
The Company has entered into four option agreements (the “First Guayabales Option”, the “Second Guayabales Option”, the “Third Guayabales Option” and the “Fourth Guayabales Option”) with third parties to explore, develop and acquire exploration property within the Guayabales Project.
On June 23, 2025, the Company accelerated the terms of the First Guayabales Option agreement, resulting in the transfer of 100% of the mining concession to the Company. The formal transfer was completed on December 30, 2025, at which time the mining concession was formally transferred and registered in the Company’s name with the Colombian National Mining Agency (Agencia Nacional de Minería, “ANM”). Subsequent to year end, the final payment was made relating (including relating to the final payment in lieu of the net smelter return (NSR) to the First Guayabales Option and as a result the First Guayabales Option has been fully executed.
In September 2025, the Company secured two additional option agreements (the “Third Guayabales Option” and the “Fourth Guayabales Option”) with third parties to explore and acquire mining concessions.
In October 2023 and May 2024, the Company secured option agreements to purchase surface rights.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.