Aris Mining Corp
For the period ended Dec 31, 2025. Filed Mar 11, 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 11, 2026
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ARIS$15.65+2.4%Stored close · as of Nov 6, 2026
Contents
EX-99.3 · Commitments and contingenciesNote 12d,17c
| Commitments and contingencies | Note 12d,17c |
|---|
Approved by the Board of Directors and authorized for issue on March 11, 2026:
| "Neil Woodyer" (signed) | Director | "David Garofalo" (signed) | Director |
|---|
Consolidated Statements of Income (Loss) (Expressed in thousands of US dollars, except share and per share amounts)
| Year-ended December 31, | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| Revenue | 18 | $927,664 | $510,604 |
| Cost of sales | 19 | (414,506) | (314,759) |
| Depreciation and depletion | (52,931) | (34,150) | |
| Social contributions | (27,446) | (14,433) | |
| Income from mining operations | 432,781 | 147,262 | |
| General and administrative costs | (21,301) | (18,306) | |
| Loss from investments in associates | — | (2,884) | |
| Share-based compensation | 14g | (42,080) | (5,265) |
| Other expenses | (10,033) | (3,369) | |
| Income from operations | 359,367 | 117,438 | |
| Loss on financial instruments | 21 | (76,808) | (16,167) |
| Loss on disposal of Juby Project | 8a | (3,200) | — |
| Loss on termination of Soto Norte Project Precious Metals Purchase Agreement | 6b | (4,990) | — |
| Finance income | 12,600 | 6,894 | |
| Finance costs | 20 | (40,691) | (40,957) |
| Foreign exchange gain (loss) | (39,187) | 12,122 | |
| Income before income tax | 207,091 | 79,330 | |
| Income tax (expense) recovery | |||
| Current | 16 | (136,697) | (53,577) |
| Deferred | 16 | 8,972 | (2,462) |
| Net income | $79,366 | $23,291 | |
| Net income attributable to: | |||
| Owners of the Company | $78,345 | $24,582 | |
| Non-controlling interest | 15 | 1,021 | (1,291) |
| $79,366 | $23,291 | ||
| Earnings per share attributable to owners of the Company – basic | 14h | $0.42 | $0.16 |
| Weighted average number of outstanding common shares – basic | 188,584,731 | 157,727,394 | |
| Earnings per share attributable to owners of the Company – diluted | 14h | $0.41 | $0.14 |
| Weighted average number of outstanding common shares – diluted | 191,287,058 | 158,691,279 | |
Consolidated Statements of Comprehensive Income (Loss)(Expressed in thousands of US dollars)
| Year-ended December 31, | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| Net income | $79,366 | $23,291 | |
| Other comprehensive income (loss): | |||
| Items that will not be reclassified to profit in subsequent periods: | |||
| Unrealized gain on Convertible Debentures due to change in credit risk ($nil tax effect) | 11d | — | 103 |
| Actuarial loss on health plan obligation ($nil tax effect) | 12c | (716) | (204) |
| Unrealized gain (loss) on Gold Notes due to changes in implied credit spread (net of tax effect) ⁽¹⁾ | 11c | (942) | 1,356 |
| Items that may be reclassified to profit in subsequent periods: | |||
| Foreign currency translation adjustment (net of tax effect) | 130,293 | (90,526) | |
| Other comprehensive income (loss) | 128,635 | (89,271) | |
| Comprehensive income (loss) | $208,001 | $(65,980) | |
| Comprehensive income (loss) attributable to: | |||
| Owners of the Company | $206,980 | $(64,689) | |
| Non-controlling interest | 1,021 | (1,291) | |
| $208,001 | $(65,980) | ||
(1)The tax effect of the unrealized gain (loss) on Gold Notes due to changes in implied credit spread for the year-ended December 31, 2025, was arecovery of $349 (December 31, 2024 - expense of $506).
Consolidated Statements of Equity(Expressed in thousands of US dollars, except share and per share amounts)
| Share Capital - common shares · Share purchase warrants · Contributed surplus · Accumulated OCI · Deficit · Equity attributable to owners of the Company · Non-controlling interest · Total equity | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year-ended December 31, 2025 · Notes · Number · Amount | ||||||||||||||||||
| At December 31, 2024 | 171,034,256 | $935,917 | $4,491 | $209,469 | $(160,450) | $(190,856) | $798,571 | $284,536 | $1,083,107 | |||||||||
| Exercise of options | 14d | 4,073,763 | 17,628 | — | (4,227) | — | — | 13,401 | — | 13,401 | ||||||||
| Exercise of warrants | 14c | 28,685,134 | 190,277 | — | — | — | — | 190,277 | — | 190,277 | ||||||||
| Share issuance costs | — | (2,170) | — | — | — | — | (2,170) | — | (2,170) | |||||||||
| Share-based compensation | 14g | — | — | — | 3,258 | — | — | 3,258 | — | 3,258 | ||||||||
| Non-reciprocal contributions to Soto Norte Project | 15 | — | — | — | (7,574) | — | — | (7,574) | 7,574 | — | ||||||||
| Acquisition of remaining 49% of Soto Norte Project | 6b | 1,739,130 | 27,322 | — | 215,995 | — | — | 243,317 | (293,131) | (49,814) | ||||||||
| Comprehensive income (loss) | — | — | — | — | 128,635 | 78,345 | 206,980 | 1,021 | 208,001 | |||||||||
| At December 31, 2025 | 205,532,283 | $1,168,974 | $4,491 | $416,921 | $(31,815) | $(112,511) | $1,446,060 | $— | $1,446,060 | |||||||||
| Notes · Share Capital - common shares · Share purchase warrants · Contributed surplus · Accumulated OCI · Deficit · Equity attributable to owners of the Company · Non-controlling interest · Total equity | ||||||||||||||||||
| Year-ended December 31, 2024 | ||||||||||||||||||
| Number | Amount | |||||||||||||||||
| At December 31, 2023 | 137,569,590 | $719,806 | $9,708 | $181,758 | $(71,179) | $(215,438) | $624,655 | $— | $624,655 | |||||||||
| Exercise of options | 14d | 2,779,903 | 9,670 | — | (1,479) | — | — | 8,191 | — | 8,191 | ||||||||
| Exercise of warrants | 14c | 11,524,237 | 42,548 | (5,217) | — | — | — | 37,331 | — | 37,331 | ||||||||
| Share-based compensation | 14g | — | — | — | 2,285 | — | — | 2,285 | — | 2,285 | ||||||||
| Conversion of convertible debenture | 3,410,526 | 11,920 | — | — | — | — | 11,920 | — | 11,920 | |||||||||
| Acquisition of the Soto Norte Project | 6a | 15,750,000 | 151,973 | — | 28,947 | — | — | 180,920 | 283,785 | 464,705 | ||||||||
| Non-reciprocal contributions to Soto Norte Project | 15 | — | — | — | (2,042) | — | — | (2,042) | 2,042 | — | ||||||||
| Comprehensive income (loss) | — | — | — | — | (89,271) | 24,582 | (64,689) | (1,291) | (65,980) | |||||||||
| At December 31, 2024 | 171,034,256 | $935,917 | $4,491 | $209,469 | $(160,450) | $(190,856) | $798,571 | $284,536 | $1,083,107 | |||||||||
Consolidated Statements of Cash Flows(Expressed in thousands of US dollars)
| Year-ended December 31, | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| Operating Activities | |||
| Net income | $79,366 | $23,291 | |
| Adjusted for the following items: | |||
| Depreciation and depletion | 54,084 | 34,076 | |
| Loss from investments in associates | — | 2,884 | |
| Share-based compensation | 14g | 42,080 | 5,265 |
| Finance costs | 20 | 40,691 | 40,957 |
| Loss on financial instruments | 21 | 76,808 | 16,167 |
| Loss on disposal of Juby project | 8a | 3,200 | — |
| Amortization of deferred revenue and cumulative catch-up | 13a | (6,307) | (3,931) |
| Unrealized foreign exchange loss (gain) | 31,732 | (14,853) | |
| Income tax expense | 16 | 127,725 | 56,039 |
| Loss on termination of Soto Norte Project Precious Metals Purchase Agreement | 6b | 4,990 | — |
| Other | 1,008 | 645 | |
| Payment of Deferred Share Units and Performance Share Units | 14e,f | (2,221) | (2,245) |
| Termination of Soto Norte Project Precious Metals Purchase Agreement | 6b | (10,000) | — |
| Precious metal stream deposit received | 13a | — | 40,016 |
| Changes in non-cash operating working capital items | 22 | 12,097 | (18,720) |
| Operating cash flows before taxes | 455,253 | 179,591 | |
| Income taxes paid | (82,279) | (38,354) | |
| Net cash provided by operating activities | 372,974 | 141,237 | |
| Investing Activities | |||
| Additions to mining interests, plant and equipment | 9 | (243,906) | (181,449) |
| Contributions to investment in associates | — | (2,647) | |
| Cash proceeds from sale of Juby Project | 8a | 13,065 | — |
| Purchase of marketable securities | 8b | (1,429) | — |
| Increase in cash acquired with Soto Norte Acquisition | 6a | — | 5,251 |
| Acquisition costs and project funding | 6a | — | (6,085) |
| Capitalized interest paid (net) | 9 | (24,956) | (13,839) |
| Net cash used in investing activities | (257,226) | (198,769) | |
| Financing Activities | |||
| Acquisition of 49% interest in Soto Norte Project | 6b | (50,000) | — |
| Repayment of Gold Notes | 11c | (16,132) | (14,778) |
| Repayment of Senior Notes 2026 | 11a | — | (305,157) |
| Net proceeds from Senior Notes 2029 | 11b | — | 441,294 |
| Payment of lease obligations | (2,775) | (2,451) | |
| Interest paid | 11b | (36,000) | (26,527) |
| Increase in gold in trust account | (234) | — | |
| Repayment of convertible debenture | 11d | — | (1,325) |
| Proceeds from exercise of stock options and warrants, net of issuance costs | 126,134 | 30,234 | |
| Net cash provided by financing activities | 20,993 | 121,290 | |
| Impact of foreign exchange rate changes on cash and equivalents | 2,598 | (5,845) | |
| Increase in cash and cash equivalents | 139,339 | 57,913 | |
| Cash and cash equivalents, beginning of year | 252,535 | 194,622 | |
| Cash and cash equivalents, end of year | $391,874 | $252,535 | |
Notes to the Consolidated Financial StatementsYears ended December 31, 2025 and 2024(Tabular amounts expressed in thousands of US dollars unless otherwise noted)
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