EX-99.31 31 ea020474801ex99-31_collect.htm INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2023

Exhibit 99.31

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2023

COLLECTIVE MINING LTD.

Consolidated Statement of Financial Position

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

As at		Note		March 31, 2023				December 31, 2022
				$				$
ASSETS
Current assets:
Cash and cash equivalents		13(a)			26,748,883				8,503,274
Receivables and prepaid expenses		5			331,162				340,302
					27,080,045				8,843,576
Non-current assets:
Equipment and other fixed assets		6			454,077				493,576
Long-term VAT receivable		8			940,048				802,381
					1,394,125				1,295,957
Total assets					28,474,170				10,139,533
LIABILITIES AND EQUITY
Current liabilities:
Account payables and accrued liabilities					1,386,750				1,663,048
Warrants liability		9			2,795,441				1,462,126
Current portion of lease liability		10			35,228				31,538
					4,217,419				3,156,712
Non-current liabilities:
Lease liability		10			36,663				45,073
					36,663				45,073
					4,254,082				3,201,785
Equity:
Share capital		14			52,362,136				31,655,207
Contributed surplus					12,107,539				11,558,338
Deficit					(40,249,587	)			(36,275,797	)
					24,220,088				6,937,748
Total liabilities and equity					28,474,170				10,139,533
Commitments and contingencies		18

The accompanying notes are an integral part of these consolidated financial statements.

Approved on behalf of the Board of Directors:

(signed) Ari Sussman		(signed) Paul Murphy
Director		Director

1

COLLECTIVE MINING LTD.

Consolidated Statement of Operations and Comprehensive Loss (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

For the three months ended		Note		March 31, 2023				March 31, 2022
				$				$
Expenses
Exploration and evaluation		16(a)			(2,042,071	)			(2,938,447	)
General and administration		16(b)			(1,043,405	)			(1,330,968	)
					(3,085,476	)			(4,269,415	)
Other income (expenses)
Revaluation of warrants liability		9			(1,440,047	)			–
Foreign exchange gain					458,480				237,673
Other (expense) income					(11,178	)			15,889
Net loss before finance items and income tax					(4,078,221	)			(4,015,853	)
Finance income (expense)
Interest income					108,631				–
Finance costs		16(c)			(4,200	)			(7,719	)
Net loss before income tax					(3,973,790	)			(4,023,572	)
Income tax					–				–
Net loss and comprehensive loss					(3,973,790	)			(4,023,572	)
Basic and diluted loss per common share					(0.07	)			(0.08	)
Weighted average common shares outstanding, basic and diluted					53,635,831				47,386,715

The accompanying notes are an integral part of these consolidated financial statements.

2

COLLECTIVE MINING LTD.

Consolidated Statement of Cash Flows (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

For the three months ended		Note		March 31, 2023				March 31, 2022
				$				$
Cash flows from (used in) operating activities
Net loss					(3,973,790	)			(4,023,572	)
Items not involving cash and cash equivalents:
Revaluation of warrants liability					1,440,045				–
Finance costs expensed		16(c)			4,200				7,719
Foreign exchange gain					(458,480	)			(237,673	)
Share-based compensation		16b)			442,470				778,333
Depreciation and amortization		16(a),(b)			54,432				61,737
Net changes in working capital items		17(a)			(478,901	)			(534,767	)
					(2,970,024	)			(3,948,223	)
Cash flows from (used in) financing activities
Cash proceeds from issuance of shares		14			21,882,311				–
Cash costs related to issuance of shares					(1,455,654	)			–
Cash proceeds from warrant exercises		14			178,564				–
Cash received from option exercises		14, 15			225,359				–
Lease payments		10			(11,733	)			(26,467	)
					20,818,847				(26,467	)
Cash flows from (used in) investing activities
Acquisition of fixed assets		6			(14,933	)			(11,544	)
					(14,933	)			(11,544	)
Net change in cash and cash equivalents during the period					17,833,890				(3,986,234	)
Cash and cash equivalents, opening balance					8,503,274				16,308,805
Foreign exchange effect on cash balances					411,719				263,745
Cash and cash equivalents, end of period					26,748,883				12,586,316

The accompanying notes are an integral part of these consolidated financial statements

3

COLLECTIVE MINING LTD.

Consolidated Statement of Changes in Equity (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

		Note				Number of shares issued and outstanding				Share capital				Contributed surplus				Deficit		Total
										$				$				$		$
Balance January 1, 2023							52,771,782				31,655,207				11,558,338			(36,275,797)			6,937,748
Issuance of shares – Offering March 2023			14				7,060,000				21,882,311				–			–			21,882,311
Share issue costs			14				–				(1,579,306	)			–			–			(1,579,306	)
Exercise of warrants			14				75,000				178,564				106,731			–			285,295
Exercise of options			14, 15				176,042				225,360				–			–			225,360
Share-based compensation			16								–				442,470			–			442,470
Net loss for the period							–				–				–			(3,973,790)			(3,973,790	)
Balance March 31, 2023							60,082,824				52,362,136				12,107,539			(40,249,587)			24,220,088
Balance January 1, 2022							47,386,715				25,192,092				9,393,189			(19,006,983)			15,578,298
Share-based compensation			16(b)				–				–				778,333			–			778,333
Net loss for the period							–				–				–			(4,023,572)			(4,023,572	)
Balance March 31, 2022							47,386,715				25,192,092				10,171,522			(23,030,555)			12,333,059

The accompanying notes are an integral part of these consolidated financial statements.

4

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

Tabular dollar amounts represent United States (“U.S.”) dollars, unless otherwise shown. References to C$/CAD and COP are to Canadian dollars and Colombian pesos, respectively.

1. NATURE OF OPERATIONS

Collective Mining Ltd. (“CML”) is the resulting issuer upon completion of a three-cornered amalgamation between Collective Mining Inc. (“CMI” or “Old Collective”) and POCML 5 Inc. (“POCML”), a company listed on the Toronto Stock Venture Exchange (the “TSXV”), resulting in a reverse take-over of POCML by CMI (the “RTO” or the “RTO Transaction”) on May 20, 2021.

CMI was incorporated under the Business Corporations Act (Ontario) on February 11, 2020 and was the holding company of the wholly-owned subsidiary Collective Mining Limited, a Bermuda company incorporated under the Bermuda Companies Act 1981. In addition, wholly owned subsidiaries, incorporated in Colombia, hold certain exploration properties. Prior to May 20, 2021, CMI was controlled by a founding shareholder, who is also the Executive Chairman of the Board of Directors.

On May 20, 2021, pursuant to the closing of the RTO, CML’s common shares were accepted for listing and began trading on the TSXV under the symbol “CNL”. On July 18, 2022, the Company’s shares began trading on the OTCQX® Best Market under the symbol “CNLMF”.

The registered office for CML is located at 82 Richmond St E 4^th Floor Toronto, Ontario, Canada.

CML and its subsidiaries (collectively referred to as the “Company”) are principally engaged in the acquisition, exploration and development of mineral properties located in Colombia. The Company principally carries on business through an Ontario corporation and a foreign company branch office in Colombia.

To date, the Company has not generated any revenue from mining or other operations as it is considered to be in the exploration stage.

2. BASIS OF PREPARATION

Statement of Compliance

The unaudited interim consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim consolidated financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting (“IAS 34”), on a basis consistent with those accounting policies followed by the Company in the most recent audited annual consolidated financial statements.

These interim financial statements do not include all the information required for full annual financial statements. Certain information, in particular, accompanying notes normally included in the audited annual consolidated financial statements prepared in accordance with IFRS, has been omitted or condensed. The accounting policies and the significant judgements, estimates and assumptions used in the application of the accounting policies in the preparation of these unaudited interim consolidated financial statements are those described in notes 2, 3, and 4 of the audited annual consolidated financial statements for the year ended December 31, 2022 and have been consistently applied throughout all periods presented as if these policies had always been in effect.

These unaudited interim condensed consolidated financial statements were approved and authorized by the Audit Committee, on behalf of the Board of Directors of the Company, on May 25^th, 2023.

5

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

3. NEW ACCOUNTING STANDARDS

The following revised standards and amendments, unless otherwise stated, are effective on or after January 1, 2023, with early adoption permitted, and have not been applied in preparing these consolidated financial statements. The Company does not plan to adopt any of these standards before they become effective.

(a) IAS 1, Presentation of Financial Statements (“IAS 1”) was amended to clarify the classification of liabilities between current and noncurrent to be based on the rights that exist at the end of the reporting period and that such classification is unaffected by the expectations of the entity or events after the reporting date. The changes must be applied retrospectively in accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”) and are effective on or after January 1, 2024, with early adoption permitted.

The Company does not expect an impact to its consolidated financial statements on adoption.

(b) IAS 1 was also amended to help preparers in deciding which accounting policies to disclose in their financial statements. The amendments were effective on or after January 1, 2023.

The Company does not expect any changes in the accounting policy disclosure in its consolidated financial statements due to adoption.

4. OPERATING SEGMENTS

An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity’s chief operating decision-maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

The Company’s operations comprise a single reporting operating segment engaged in mineral development and exploration in Colombia.

5. RECEIVABLES AND PREPAID EXPENSES

Receivables and prepaid expenses are made up of the following:

As at		March 31, 2023				December 31, 2022
		$				$
Prepaid expenses			276,628				266,325
Advance to suppliers			32,237				31,201
Other receivables (a)			22,297				42,776
			331,162				340,302

(a) Other receivables

Included in other receivables is $22,297 (December 31, 2022 – $42,776) of Harmonized Sales Tax (“HST”) refund receivable in Canada.

6

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

6. EQUIPMENT AND OTHER FIXED ASSETS

Equipment and other fixed assets consist of the following:

		Exploration Equipment and structures				Computer Equipment				Leasehold Improvement				Right of use assets (a)				Total
		$				$				$				$				$
Opening net book value, January 1, 2023			193,363				86,281				121,103				92,829				493,576
Additions			3,177				11,756				–				–				14,933
Disposals and write-downs			–				–				–				–				–
Depreciation (b)			(18,057	)			(12,825	)			(13,565	)			(9,985	)			(54,432	)
Net book value, March 31, 2023			178,483				85,212				107,538				82,844				454,077
Balance, March 31, 2023
Cost			253,031				160,975				195,913				139,784				749,703
Accumulated depreciation			(74,548	)			(75,763	)			(88,375	)			(56,940	)			(295,626	)
Net book value			178,483				85,212				107,538				82,844				454,077

		Exploration Equipment and structures				Computer Equipment				Leasehold Improvement				Right of use assets - ROU (a)				Total
		$				$				$				$				$
Opening net book value, January 1, 2022			73,398				70,735				81,270				118,346				343,749
Additions			159,230				57,095				102,685				84,633				403,643
Changes in ROU (interest rate and inflation)			–				–				–				3,760				3,760
Disposals and write-downs			–				–				–				(45,294	)			(45,294	)
Depreciation (b)			(39,265	)			(41,549	)			(62,852	)			(68,616	)			(212,282	)
Net book value, December 31, 2022			193,363				86,281				121,103				92,829				493,576
Balance, December 31, 2022
Cost			249,854				149,221				195,911				139,784				734,770
Accumulated depreciation			(56,491	)			(62,940	)			(74,808	)			(46,955	)			(241,194	)
Net book value			193,363				86,281				121,103				92,829				493,576

(a) Right of use assets

Right of use assets as at March 31, 2023, are comprised of a warehouse lease with an initial term of 2 years plus an extension for an additional term of 2 years, and a land lease with a term of 3 years. The value of additions is determined as the present value of lease payments at the inception of the lease (see Note 10).

(b) Depreciation

Depreciation expense recognized within exploration and evaluation expenses and general and administration expenses in the consolidated statement of operations and comprehensive loss for the three months ended March 31, 2023 was $51,431 and $3,001, respectively (three months ended March 31, 2022 – $59,604 and $2,120, respectively).

7

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

7. MINERAL INTERESTS

(a) Guayabales Project

The Guayabales project is comprised of exploration applications, exploration titles and three option agreements. The Company entered into two option agreements (the “First Guayabales Option” and the “Second Guayabales Option”) with third parties to explore, develop and acquire property within the Guayabales Project and during the fourth quarter of 2021, the Company secured option agreements to purchase surface rights for a two-year period (see Note 18). The Guayabales Project is located in the Middle Cauca belt in the Department of Caldas, Colombia.

Details of the two first option agreements are as follows:

i. First Guayabales Option

On June 24, 2020, the Company entered into the First Guayabales Option. The terms of the agreement are as follows:

Phase 1:

The Company must incur a minimum of $3,000,000 of exploration and evaluation expenditures in respect of such property within the First Guayabales Option and total option payments of $2,000,000 over a maximum four-year term ending on or before June 24, 2024, to proceed to Phase 2 of the agreement.

Phase 2:

To acquire a 90% interest in the property within the First Guayabales Option, the Company must incur a minimum of $10,000,000 of exploration and evaluation expenditures in respect of such property and total option payments $2,000,000, payable in equal instalments of $166,666 semi-annually over a maximum six-year term, commencing at the end of Phase 1.

Phase 3:

To acquire the remaining 10% interest in the property within the First Guayabales Option, the Company has the following options:

▪ provide notice that the Company has elected to pay a 1% NSR commencing on the first calendar day of each month after 85% of the processing plant capacity has been achieved in exchange for the remaining 10% interest;

▪ acquire 0.625% each year to a total of 10% by paying $250,000 semi-annually, commencing at the end of Phase 2, to a total of $8,000,000 in lieu of the NSR; or

▪ pay a one-time payment of $8,000,000 in lieu of the NSR.

In addition, the Company is required to fund and complete all development and construction activities to bring the project to commercial production.

Summary:

The following is a summary of the option payments and exploration expenditures required to acquire 100% of the property under the First Guayabales Option:

					Option Payments				Exploration Expenditures				Total
					$				$				$
Phase 1			June 24, 2020 – June 24, 2024			2,000,000				3,000,000				5,000,000
Phase 2			June 24, 2024 – June 24, 2030			2,000,000				10,000,000				12,000,000
Phase 3			To commercial production			8,000,0001				–				8,000,000
						12,000,000				13,000,000				25,000,000

1 Based on the assumption that the Company does not elect to pay the NSR.

8

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

The Company has the option to terminate the agreement at any time, upon notification to the optionor. As a result, the Company has not recognized any option payments payable in the future under the agreement in the consolidated statement of financial position.

For the three months ended March 31, 2023, the Company has recognized $1,932,191 (three months ended March 31, 2022 – $332,753), including option payments of $nil (three months ended March 31, 2022 – $250,000), as exploration and evaluation expense in the consolidated statement of operations in respect of the First Guayabales Option.

As at March 31, 2023, and from inception of the agreement, the Company has recognized a total of $10,094,329 as exploration and evaluation expenditures in respect of the minimum expenditures required under the Option agreement and has made total option payments of $1,250,000 required within the agreement.

ii. Second Guayabales Option

On January 4, 2021, the Company entered into the Second Guayabales Option. The terms of the agreement are as follows:

Phase 1:

The option agreement provides the Company the right to explore the property within the Second Guayabales Option over a four-year term, expiring on January 2, 2025, for total payments over the term of the agreement of $1,750,000.

For the three months ended March 31, 2023, the Company recognized a total of $nil (three months ended March 31, 2022 – $4,974), as exploration and evaluation expense in the consolidated statement of operations in respect of Phase I of the Second Guayabales Option, including option payments of $nil (three months ended March 31, 2022 – $nil).

Phase 2:

The option agreement provides the Company the right to explore the property within the Second Guayabales Option over a second four-year term between January 2, 2025 to January 2, 2029 for total payments over the term of $1,000,000.

Phase 3:

Upon completion of Phase 2, the Company is required to pay a total of $4,300,000 over a two-year period ending on January 2, 2031 to acquire 100 percent of the property within the Second Guayabales Option.

Summary:

The following is a summary of the option payments to acquire the property under the Second Guayabales Option:

		$
Total Phase 1			1,750,000
Total Phase 2			1,000,000
Total Phase 3			4,300,000
			7,050,000

The Company has the option to terminate the agreement at any time, upon notification to the optionor.

9

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

(b) San Antonio Project

On July 9, 2020, the Company entered into an option agreement with a third party to acquire the San Antonio Project. The San Antonio project is located approximately 80km south of Medellín. It is situated in the Middle Cauca belt in the Department of Caldas, Colombia.

The option agreement provides the Company the right to explore, develop and acquire the property over a seven-year term, expiring on July 9, 2027, for total payments over the term of the agreement of $2,500,000. The Company has the option to pay an additional $2,500,000 to the optionor upon reaching commercial production in exchange for the 1.5% NSR on the property that would otherwise be payable to the optionor.

The exploration and development program, including the amount of expenditures, is at the sole discretion of the Company during the term of the agreement.

For the three months ended March 31, 2023, the Company has recognized $35,938 (three months ended March 31, 2022 – $250,428), as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss.

As the Company has the option to terminate the agreement at any time, upon notification to the optionor, the Company has not recognized any option payments payable in the future under the agreement in its consolidated statement of financial position.

8. LONG-TERM RECEIVABLE

Long-term receivable represents value added taxes in respect of exploration activities that will be recovered when the related project commences production.

9. WARRANTS LIABILITY

The following represents warrants denominated in Canadian dollars and classified as derivative financial liabilities:

		March 31, 2023								December 31, 2022
		Number of warrants				$				Number of warrants				$
Opening balance			2,391,700				1,462,126				–				–
Subscription Warrants issued (a)			–				–				2,391,700				972,627
Warrants exercised			(75,000	)			(106,732	)			–				–
Fair value revaluation of warrants liability (a)			–				1,440,047				–				489,499
Balance, end of period			2,316,700				2,795,441				2,391,700				1,462,126

(a) Subscription Warrants

On October 25, 2022, the Company closed a Bought Deal Offering (the “Offering October 2022”) of C$10,762,650 ($7,890,716), conducted by a syndicate of underwriters, and consisted of the sale of 4,783,400 Units at a price of C$2.25 per Unit.

Each Unit consisted of one common share of CML and one-half share purchase warrant of CML (each whole warrant, a “Subscription Warrant”). Each Subscription Warrant has an exercise price of C$3.25 with an expiry date on April 25, 2024.

The Warrants are classified as derivative financial liabilities as they are denominated in Canadian dollars and the Company’s functional currency is the US dollar. Proceeds from the Offering October 2022 are allocated between Common Shares and Subscription Warrants on the residual fair value method within the unit.

10

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

The issue date fair value of the Warrants was determined to be C$0.55 per warrant with the resulting allocation of the total proceeds for the Offering October 2022 being:

		C$				$
Warrants liability – Subscription Warrants			1,326,628				972,627
Share capital – Subscription Shares			9,436,022				6,918,089
Total gross proceeds			10,762,650				7,890,716

For the three months ended March 31, 2023, the Company recognized a derivative loss of $1,440,045 (year ended December 31, 2022 – derivative loss of $489,499) in the consolidated statement of operations and comprehensive loss for the revaluation of the Warrants.

Fair value for the Subscription Warrants was determined using the Black-Scholes option pricing model using the following weighted average assumptions as at March 31, 2023:

Weighted average share price		C$	4.15
Weighted average risk-free interest rate			4.03	%
Weighted average dividend yield			Nil
Weighted average stock price volatility, based on historical volatility for comparable companies			71	%
Weighted average period to expiry (years)			1.07

10. LEASE LIABILITIES

As at		March 31, 2023				December 31, 2022
		$				$
Opening balance			76,611				121,654
New leases during the period			–				84,633
Termination of lease agreement			–				(45,222	)
Lease payments			(11,733	)			(88,993	)
Changes in liability (interest rate and inflation)			–				(1,608	)
Interest accretion expense			4,200				27,625
Foreign exchange			2,813				(21,478	)
Balance, end of period			71,891				76,611
Current portion			(35,228	)			(31,538	)
Long-term portion			36,663				45,073

The lease liabilities were measured on inception of the lease at the present value of the lease payments over the lease term, discounted using a weighted average discount rate of 25.29%, based on the Company’s incremental borrowing rate.

Interest accretion expense or amortization of the discount on the lease liability is charged to the consolidated statement of operations and comprehensive loss using the effective interest method.

For the three months ended March 31, 2023, the Company made lease payments of $21,261 (three months ended March 31, 2022 – $16,928) for contracts with terms of 12 months or less and which were recognized as lease expense within exploration and evaluation expenses.

11. RELATED PARTY TRANSACTIONS

Related parties include management, the Board of Directors, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions.

11

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

Compensation of key management personnel

Key management includes independent directors, the executive chairman of the board of directors (the “Chairman”), the president and chief executive officer (“CEO”) and the chief financial officer (“CFO”). The remuneration of members of key management personnel were as follows:

For the three months ended March 31		2023				2022
		$				$
Management salaries and benefits			151,568				158,687
Share-based payments			137,486				190,463
			289,054				349,150

12. FINANCIAL INSTRUMENTS

Financial Instrument Disclosures

Details of the significant accounting policies and methods adopted (including the criteria for recognition, the bases of measurement and the bases for recognition of income and expenses) for each class of financial asset and financial liability are disclosed in Note 4 of the audited annual consolidated financial statements for the year ended December 31, 2022.

Fair value measurement

Fair market value represents the amount that would be exchanged in an arm’s length transaction between willing parties and is best evidenced by a quoted market price, if one exists.

Fair value measurement is determined based on the fair value hierarchy as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and

Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The carrying values for financial assets and liabilities for cash and cash equivalents, accounts payable and accrued liabilities approximate their fair values as at March 31, 2023.

Other financial liabilities as at March 31, 2023 (December 31, 2022 – $1,462,126) were as follows:

As at March 31, 2023		FVTPL				FVOCI				Amortized Cost				Total
		$				$				$				$
Financial liabilities
Warrants liability (level 2)			2,795,439				–				–				2,795,439

There were no transfers between the fair value hierarchy during the three months ended March 31, 2023.

13. FINANCIAL AND CAPITAL RISK MANAGEMENT

(a) Financial Risk Management

The Company’s activities expose it to a variety of financial risks, which include currency risk, credit risk, liquidity risk and interest rate risk.

Risk management is carried out by the Company’s management with guidance from and policies approved by the Board of Directors.

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COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

Financial risk factors

Foreign currency risk

Foreign currency risk arises from future commercial transactions and recognized assets and liabilities denominated in currency that is not the entity’s functional currency. The Company’s functional currency is the U.S. dollar. The Company conducts some of its operating, financing and investing activities in currencies other than the U.S. dollar. The Company is therefore subject to gains and losses due to fluctuations in these currencies relative to the U.S. dollar. The Company does not use derivative instruments to hedge exposure to foreign exchange risk.

As at March 31, 2023, the exchange rates were COP:US$4,627.27, based on Banco de la Republica – Colombia, and CAD:US$0.7389, based on Bank of Canada, respectively (December 31, 2022, COP:US$4,810.20 and CAD:US$0.7383, respectively).

For the three months ended March 31, 2023, the average was COP:US$4,760.16 and CAD:US$0.7366, respectively (three months ended March 31, 2022, COP:US$3,913.49 and CAD:US$0.7898, respectively).

The Company had the following foreign currency balances:

As at March 31, 2023		Foreign Currency		Foreign Balance				$
Cash and cash equivalents		COP (000’s)			14,171,925				3,062,697
Cash and cash equivalents		CAD			30,945,743				22,866,876
Receivables		COP (000’s)			5,188,266				1,121,237
Receivables		CAD			30,175				22,297
Accounts payable and accrued liabilities		COP (000’s)			(3,893,031	)			(841,324	)
Accounts payable and accrued liabilities		CAD			(21,981	)			(16,242	)
Warrants liability		CAD			(2,795,441	)			(3,783,070	)
Lease liability		COP (000’s)			(332,658	)			(71,891	)

As at December 31, 2022		Foreign Currency			Foreign Balance				$
Cash and cash equivalents		COP (000’s)			24,360,600				5,064,363
Cash and cash equivalents		CAD			2,802,646				2,069,290
Receivables		COP (000’s)			4,852,621				1,008,819
Receivables		CAD			57,936				42,776
Accounts payable and accrued liabilities		COP (000’s)			(4,532,318	)			(942,231	)
Accounts payable and accrued liabilities		CAD			(127,509	)			(94,144	)
Warrants liability		CAD			(1,980,303	)			(1,462,126	)
Lease liability		COP (000’s)			(368,515	)			(76,611	)

Credit risk

Credit risk is the risk of loss associated with a counter party’s inability to fulfil its payment obligations. The Company’s credit risk is primarily attributable to cash and cash equivalents and receivables. The Company has no significant concentration of credit risk arising from its properties. The majority of the Company’s cash and cash equivalents are held with banks in Canada and Colombia. Funds held in banks in Colombia are limited to yearly forecasted Colombian denominated expenses. The Company limits material counterparty credit risk on these assets by dealing with financial institutions with credit ratings of at least “A” or equivalent, or those which have been otherwise approved. Receivables mainly consist of receivables for refundable commodity taxes in Canada and Colombia. Management believes that the credit risk concentration with respect to remaining amounts receivable is minimal.

13

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity. The Company manages its liquidity risk by proactively mitigating exposure through cash management, including forecasting its liquidity requirements with available funds and anticipated investing and financing activities.

As at March 31, 2023, the cash balance was $26,748,883. However, the cash balance is not sufficient to meet all of its future obligations in respect of the option contracts in Note 7 and if the Company elects to exercise all its options in respect of all the contracts. Thus, continued operations of the Company are dependent on its ability to develop a sufficient financing plan, receive continued financial support from existing shareholders and/or new shareholders or through other arrangements, complete sufficient public equity financing, or generate profitable operations in the future.

Interest rate risk

Interest rate risk is the impact that changes in interest rates could have on the Company’s earnings and liabilities. The Company’s cash balances are not subject to significant interest rate risk as balances are current.

(b) Capital Management

The Company manages its capital to maintain its ability to continue as a going concern in order to pursue the exploration and evaluation of its mineral interests. The Company mainly relies on equity issuances to raise new capital. The capital structure of the Company includes the components of equity as well as cash and cash equivalents.

On November 10, 2021, the Company filed a short form base shelf prospectus which will allow the Company to issue common shares, warrants, subscriptions receipts, units of debt securities among others for up to an aggregate total of C$100,000,000. The base shelf prospectus is effective until December 2023.

In connection with the base shelf prospectus:

- On October 25, 2022, the Company closed the Offering October 2022 for a total of $7,891,000 (C$10,763,000) which consisted of the sale of 4,783,400 units at a price of C$2.25 per unit (See Note 9(a)).

- On March 22, 2023, the Company closed the Offering March 2023 for a total of $21,882,000 (C$30,005,000) which consisted of the sale of 7,060,000 shares at a price of C$4.25 per share.

As of May 25^th, 2023, the remaining balance of the base shelf prospectus is C$59,232,000

The Company prepares annual estimates of exploration and administrative expenditures and monitors actual expenditures compared to estimates to ensure that there is sufficient capital on hand to meet ongoing obligations. The Company maintains its cash in highly liquid short-term deposits which can be liquidated immediately without interest or penalty.

The Company’s overall strategy with respect to capital risk management has remained consistent for the three months ended March 31, 2023 with what was disclosed in the annual financial statements ended December 31, 2022.

14

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

14. SHARE CAPITAL

(a) Authorized

Authorized share capital consists of an unlimited number of common shares without par value. All issued shares are fully paid. No dividends have been paid or declared by the Company since inception.

(b) Issued

During the three months ended March 31, 2023 and 2022, the Company issued shares resulting from the following transactions:

2023 Transactions

i. On March 22, 2023, the Company issued 7,060,000 common shares, at a price of C$4.25 per share, resulting from the closing of a Bought Deal Offering (the “Offering March 2023”) for a total of $21,882,311 (C$30,005,000). Share issue costs of $1,579,306 were cash based and were recognized as a reduction in share capital.

ii. The Company issued 176,042 common shares resulting from the exercise of stock options (See Note 15).

iii. The Company issued 75,000 common shares resulting from the exercise of warrants (See Note 9).

2022 Transactions – No transactions for the three months ended March 31, 2022.

(c) Earnings per share

Basic earnings per share are calculated by dividing the net income (loss) attributable to equity holders of the Company by the weighted average number of common shares outstanding during the year.

The Company incurred net losses for each of the periods of three months ended March 31, 2023 and 2022; therefore, all outstanding stock options and share warrants have been excluded from the calculation of diluted loss per share since the effect would be anti-dilutive.

15. SHARE BASED PAYMENTS

The Company adopted a stock option plan (the “Plan”) pursuant to the Securities Act of Ontario (the “Act”). The aggregate maximum number of shares reserved for issuance under the Plan and all other security-based compensation arrangements (together “Share Compensation Arrangements”) at any given time is 10% of the Company’s issued and outstanding shares as at the date of the grant of the Share Compensation Arrangement. Any shares subject to a stock option under the Plan which have been exercised, cancelled, repurchased, expired or terminated in accordance with the Plan will again be available under the Plan.

Under the Plan, the Company may grant to directors, officers, employees, and consultants stock options to purchase common shares of the Company. Stock options granted under the Plan will be for a term not to exceed 10 years.

15

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

The continuity of stock options during the period were as follows:

		2023								2022
		Number of stock options				Weighted average exercise price				Number of stock options				Weighted average exercise price
						C$								C$
Outstanding, beginning of period			4,019,167				2.25				3,798,750				1.78
Granted			–				–				35,000				3.53
Exercised			(176,042	)			1.74				–				–
Cancelled			(168,126	)			2.59				–				–
Outstanding, March 31			3,674,999				2.26				3,833,750				1.79

The following table summarizes information about stock options outstanding and exercisable as at March 31, 2023:

		Options Outstanding												Options Exercisable
Range of Price (C$)		Number of Options Outstanding				Weighted average remaining contractual life (years)				Weighted average exercise price (C$)				Number of options exercisable				Weighted average remaining contractual life (years)				Weighted average exercise price (C$)
$0.60 – $1.00			1,174,999				0.92				0.80				978,331				0.88				0.76
$2.00 – $3.00			2,340,000				4.06				2.87				777,500				3.65				2.90
$3.01 – $4.00			160,000				3.34				3.96				116,250				3.31				3.98
			3,674,999				3.02				2.26				1,872,081				2.18				1.85

Options outstanding as at March 31, 2023 have vesting terms of every six or eight months over a two-year period and have terms of two to five years.

The following is a summary of the stock options granted during the period, the fair values and the assumptions used in the Black-Scholes option pricing formula:

For the three months ended March 31		2023				2022
Number of options granted			–				35,000
Weighted average share price on grant date			–				C$3.53
Weighted average risk-free interest rate			–				1.59	%
Weighted average dividend yield			–				Nil
Weighted average stock price volatility, based on historical volatility for comparable companies			–				83	%
Weighted average period to expiry (years)			–				1.57
Weighted average grant date fair value per share			–			$	1.10

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COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

16. EXPENSES BY NATURE

(a) Exploration and evaluation

Exploration and evaluation expense is made up of the following:

For the three months ended March 31		2023				2022
		$				$
Drilling services			807,207				994,984
Salaries and benefits			345,991				330,925
Assaying			305,277				315,686
Field costs, surveys and other			154,608				354,714
Consulting and professional fees			142,310				105,632
Transportation and meals			114,101				191,040
Option payments and fees (i)			51,494				333,365
Depreciation and amortization			51,431				59,604
Security			46,698				41,000
Communities			20,094				65,188
Geophysics			2,860				146,309
			2,042,071				2,938,447

i. Includes total option payments in respect of option agreements for the three months ended March 31, 2023 of $nil (three months ended March 31, 2022 – $250,000).

(b) General and administration

General and administration expense is made up of the following:

For the three months ended March 31		2023				2022
		$				$
Share-based compensation			442,470				778,333
Salaries and benefits			264,309				336,239
Travel and entertainment			114,723				27,049
Consulting and professional fees			98,294				124,319
Office administration			74,303				62,908
Investor relations			35,619				–
Regulatory and compliance fees			10,686				–
Depreciation and amortization			3,001				2,120
			1,043,405				1,330,968

(c) Finance costs

Finance costs is made up of the following:

For the three months ended March 31		2023				2022
		$				$
Interest accretion expense (i)			4,200				7,719
			4,200				7,719

i. Interest accretion expense or amortization of the discount is in respect of the lease liability, also representing the interest portion of lease payments (See Note 10).

17

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

17. CASH FLOW INFORMATION

Operating Activities

Net changes in working capital items:

For the three months ended March 31		2023				2022
		$				$
Receivables and prepaid expenses			(128,630	)			(216,867	)
Accounts payables and accrued liabilities			(350,271	)			(317,900	)
			(478,901	)			(534,767	)

18. COMMITMENTS, OPTION AGREEMENTS AND CONTINGENCIES

Commitments

As at March 31, 2023, the Company had the following contractual commitments and obligations:

		Total				Less than 1 Year				Years 2 – 5				After 5 Years
		$				$				$				$
Other lease commitments (a)			102,363				102,363				–				–
Service contracts (b)			973,000				973,000				–				–
			1,075,363				1,075,363				–				–

(a) Lease liability commitments represent contractual lease payments payable over future periods in respect of lease liabilities recognized.

(b) Service contracts represent commitments in respect of drilling.

Option Agreements

The Company has the option to terminate its option agreements at any time. Future expenditures are therefore dependent on the success of exploration and development programs and a decision by management to continue or exercise its option(s) for the relevant project and agreement.

As at March 31, 2023, the expected timing of payments, in respect of the Company’s option agreements under the assumption that the Company continues to exercise its option(s) for the relevant project and agreement are as follows:

		Total				Less than 1 Year				Years 2 – 5				After 5 Years
		$				$				$				$
First Guayabales Option (c), (d)			2,750,000				500,000				1,416,662				833,338
Second Guayabales Option			5,800,000				250,000				1,000,000				4,550,000
San Antonio Option (c)			2,320,000				150,000				2,170,000				–
Other Option agreements (e)			1,772,735				1,772,735				–				–
			12,642,735				2,672,735				4,586,662				5,383,338

(c) Excludes additional option payment or NSR upon reaching commercial production.

(d) Amounts disclosed relate only to option payments of the agreement. In addition, as at March 31, 2023, the Company has recognized a total of $10,094,329 as exploration and evaluation expenditures in respect of the minimum expenditures required under the First Guayabales Option.

(e) Amounts disclosed related to the option agreements to purchase surface rights for a two-year period.

Environmental Contingencies

The Company’s exploration activities are subject to Colombian laws and regulations governing the protection of the environment. These laws are subject to change and may generally become more restrictive. The Company may be required to make future expenditures to comply with such laws and regulations, the amounts for which are not determinable and have not been recognized in the consolidated financial statements.

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