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Aya Gold & Silver — Financials (company IR deck)
Aya Gold & Silver (AYA) · 40 slides · Filed Oct 29, 2026
Every slide of this earnings presentation, with the text as published. Open the original deck ↗ · All AYA deck slides
Slide 1 — CONSOLIDATED
CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2025 and 2024
Slide 2 — Management’s responsibilities over financial reporting
Management’s responsibilities over financial reporting The Consolidated Financial Statements of Aya Gold & Silver Inc. (the "Corporation" or "Aya") are the responsibility of the Corporation’s management. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS") as issued by the International Accounting Standards Board (“IASB”) and reflect management’s best estimates and judgment based on information currently available at the date the financial statements are available for issuance. The Board of Directors is responsible for ensuring management fulfills its responsibilities. The Audit Committee reviews the results of the consolidated financial statements prior to their submission to the Board of Directors for approval. AYA GOLD & SILVER INC. 1320 Boulevard Graham, Suite 132, Mont-Royal, Quebec, Canada H3P 3C8 Email : [email protected] | www.ayagoldsilver.com
Slide 3 — Consolidated Statements of Financial Position
December 31, 2025 December 31, 2024 $ $ ASSETS Current Cash and cash equivalents (Note 21) 136,322 30,944 Trade and other receivables 33,811 1,827 Sales taxes receivable 22,864 9,979 Income tax receivable - 3,415 Inventories (Note 5) 34,595 27,389 Deposit in trust 314 695 Restricted cash (Note 9) 1,750 - Prepaid expenses and security deposits 2,794 2,249 Options contracts (Note 21) - 42 232,450 76,540 Non-current Restricted cash (Note 21) 16,412 18,246 Non-refundable deposits to suppliers 3,390 2,787 Deferred tax assets (Note 17) 5,187 3,425 Investment in associate (Note 7) 6,969 - Deferred financing fees (Note 9) 173 - Property, plant and equipment (Note 6) 251,973 231,205 Exploration and evaluation assets (Note 7) 115,179 67,904 TOTAL ASSETS 631,733 400,107 LIABILITIES Current Accounts payable and accrued liabilities 69,407 51,351 Current portion of long-term debt (Note 9) 28,571 - Income tax payable 19,898 - Balance of purchase price payable (Note 8) 1,643 1,483 Current portion of lease liabilities (Note 10) 357 282 Options contracts (Note 21) 174 - 120,050 53,116 Non-current Lease liabilities (Note 10) 1,009 1,121 Long-term debt (Note 9) 83,606 95,517 Asset retirement obligations (Note 11) 3,244 2,872 Deferred tax liabilities (Note 17) - 1,000 TOTAL LIABILITIES 207,909 153,626 EQUITY Share capital (Note 12) 431,426 323,148 Equity reserves 26,672 (940) Deficit (44,447) (75,732) 413,651 246,476 Non-controlling interests (Note 26) 10,173 5 TOTAL EQUITY 423,824 246,481 TOTAL LIABILITIES AND EQUITY 631,733 400,107 Commitments (Note 24), Contingent liability (Note 27) The accompanying notes are an integral part of these consolidated financial statements. On behalf of the Board, Benoit La Salle /s/ Yves Grou /s/ President, CEO, Director Director Consolidated Statements of Financial Position (Expressed in thousands of US dollars) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 1
Slide 4 — Consolidated Statements of Comprehensive Income (Loss)
Years ended December 31, 2025 2024 $ $ Revenue (Note 15) 202,102 39,117 Cost of sales (Note 16)(1) 118,935 33,735 Gross profit 83,167 5,382 Expenses (income) General and administrative expenses (Note 18)(2) 12,564 8,837 General and administrative expenses – Share-based payments (Note 18)(2) 13,901 7,651 Net impairment (recovery) loss (Note 7) (3,987) 27,350 Gain on sale of Amizmiz project (Note 7) (1,828) - Loss on capital asset disposal - 291 Operating income (loss) 62,517 (38,747) Net finance income (Note 18) 8,570 13,947 Share of loss in associate, net of tax (Note 7) (962) - Net income (loss) before income taxes 70,125 (24,800) Income tax expense (Note 17) 23,845 1,227 Net income (loss) 46,280 (26,027) Net income (loss) attributable to Equity holders of Aya Gold & Silver Inc. 45,557 (21,617) Non-controlling interests (Note 26) 723 (4,410) Net income (loss) 46,280 (26,027) Other comprehensive income (loss) Items that will subsequently be reclassified to net income (loss): Foreign currency translation adjustment 14,605 (19,266) Comprehensive income (loss) 60,885 (45,293) Basic income (loss) per common share (Note 23)(3) 0.33 (0.17) Diluted income (loss) per common share (Note 23)(3) 0.32 (0.17) Weighted average number of shares - basic (Note 23) 137,231,106 129,842,508 Weighted average number of shares - diluted (Note 23) 142,370,945 129,842,508 (1) Included in cost of sales is share-based payments expense of $1,275 during the year ended December 31, 2025, ($580 during the year ended December 31, 2024). (2) For the year ended December 31, 2025, general and administrative expense has been disaggregated as two separate line items, and the comparative financial information has been reclassified to conform to the current year presentation (Note 18). This reclassification has no effect on the 2024 reported net loss. (3) In the year ended December 31, 2024, loss per share had previously been calculated using total net loss rather than net loss attributable to Aya Gold & Silver Inc. shareholders. The comparative loss per share amounts have been adjusted from previously reported $(0.20) to $(0.17) to reflect the net loss attributable to Aya Gold & Silver Inc. shareholders in the year ended December 31, 2024. This adjustment affects only the presentation of loss per share and has no impact on the Corporation's net loss, total equity, cash flows, or financial position in year ended December 31, 2024. The accompanying notes are an integral part of these consolidated financial statements. Consolidated Statements of Comprehensive Income (Loss) (Expressed in thousands of US dollars, except share and per share amounts) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 2
Slide 5 — Consolidated Statement of Changes in Equity
Share Capital Equity Reserves Number of issued and outstanding shares Share capital Contributed surplus (a) Accumulated other comprehensive (loss) income (b) Equity Reserves Deficit attributable to equity holders of Aya Gold & Silver Inc. Non- controlling interests Total equity $ $ $ $ $ $ $ Balance as at December 31, 2024 130,770,053 323,148 26,152 (27,092) (940) (75,732) 5 246,481 Exercise of options (Note 13) 20,000 36 (16) - (16) - - 20 Share issued for vested units (Note 12) 456,159 3,024 (3,024) - (3,024) - - - Share-based payments (Note 13) - - 16,047 - 16,047 - - 16,047 Share issuance (Note 12) 10,767,795 105,218 - - - - - 105,218 Share issue costs, net of tax of $675 - - - - - (4,827) - (4,827) 142,014,007 431,426 39,159 (27,092) 12,067 (80,559) 5 362,939 Net income - - - - - 45,557 723 46,280 Other comprehensive income - - - 14,605 14,605 - - 14,605 Comprehensive income - - - 14,605 14,605 45,557 723 60,885 Non-reciprocal contribution to Boumadine Global Mining S.A. (Note 26) - - - - - (9,445) 9,445 - Balance as at December 31, 2025 142,014,007 431,426 39,159 (12,487) 26,672 (44,447) 10,173 423,824 Balance as at December 31, 2023 122,377,703 260,897 19,893 (7,826) 12,067 (52,243) 4,415 225,136 Exercise of options (Note 12) 511,950 3,037 (1,375) - (1,375) - - 1,662 Shares issued upon vesting of restricted share units (Note 12) 306,500 1,917 (1,917) - (1,917) - - - Share-based payments (Note 13) - - 9,551 - 9,551 - - 9,551 Share issuance (Note 12) 7,573,900 57,297 - - - - - 57,297 Share issue costs, net of tax of $1,444 - - - - - (1,872) - (1,872) 130,770,053 323,148 26,152 (7,826) 18,326 (54,115) 4,415 291,774 Net loss - - - - - (21,617) (4,410) (26,027) Other comprehensive loss - - - (19,266) (19,266) - - (19,266) Comprehensive loss - - - (19,266) (19,266) (21,617) (4,410) (45,293) Balance as at December 31, 2024 130,770,053 323,148 26,152 (27,092) (940) (75,732) 5 246,481 a) Contributed surplus reserve records the cumulative amounts of compensation expense recognized under IFRS 2 Share-Based Payment with respect to share purchase options granted, shares purchase warrants, restricted share units and deferred share units issued but not yet exercised. b) Accumulated other comprehensive (loss) income reserve records the gains and losses arising from the translation of the Corporation and its subsidiaries' Financial Statements to the presentation currency. The accompanying notes are an integral part of these consolidated financial statements. Consolidated Statement of Changes in Equity (Expressed in thousands of US dollars) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025
Slide 6 — Consolidated Statement of Cash Flows
Years ended December 31, 2025 2024 Cash flows provided by (used in) $ $ OPERATING ACTIVITIES Net income (loss) 46,280 (26,027) Adjustments for non-cash items Depreciation and depletion of property, plant and equipment (Note 16 and Note 18) 20,525 3,370 Share-based payments recorded in net income (loss) (Note 13) 15,176 8,231 Net impairment (recovery) loss (Note 7) (3,987) 27,350 Gain on sale of Amizmiz project (Note 7) (1,828) - Loss on disposal of capital assets - 291 Gain on foreign currency translation (17,923) (10,355) Finance costs related to long-term debt recorded in net income (loss) 10,291 - Share of loss in associate (Note 7) 962 - Write-down of inventory (Note 16) 197 - Accretion expense (Note 18) 171 152 Gain on settlement of payables (Note 18) (180) - Deferred income taxes (1,808) (300) Change in fair value of options contracts (Note 21) (211) (57) 67,665 2,655 Changes in working capital items (Note 22) 4,283 (11,270) 71,948 (8,615) INVESTING ACTIVITIES Net change in restricted cash (Note 9) 103 2,250 Deposits to suppliers for capital expenditures (3,137) (2,569) Additions of property, plant and equipment (Note 6 and Note 22) (33,425) (62,881) Liquidated damages received related to mine expansion (Note 6 and Note 27) 7,219 - Deposit in trust 340 (695) Investment in associate (Note 7) (721) - Additions to mining rights (Note 7) (715) (223) Additions to exploration and evaluation assets (Note 7 and Note 22) (42,053) (29,891) (72,389) (94,009) FINANCING ACTIVITIES Repayment of lease liabilities (Note 10) (422) (333) Deferred financing fees (Note 9) (381) (306) Proceeds from long-term debt (Note 9) 15,000 40,000 Payment of borrowing costs on long-term debt (Note 9) (9,002) (6,526) Proceeds from exercise of options (Note 13) 20 1,662 Proceeds from share issuance (Note 12) 105,218 57,297 Share issue costs (5,502) (3,316) 104,931 88,478 Effect of exchange rate changes on cash in foreign currencies 888 (4,740) Net change in cash and cash equivalents 105,378 (18,886) Cash and cash equivalents, beginning of year 30,944 49,830 Cash and cash equivalents, end of year 136,322 30,944 Supplemental cash flow information (Note 22) The accompanying notes are an integral part of these consolidated financial statements. Consolidated Statement of Cash Flows (Expressed in thousands of US dollars) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 4
Slide 7 — Notes to Consolidated Financial Statements
1. GENERAL INFORMATION Aya Gold & Silver Inc. (“Aya” or the “Corporation”) is a Canadian-based precious metals mining corporation active across the full mining lifecycle; from discovery and development through to production. The Corporation operates primarily in Morocco, a politically stable jurisdiction with supportive regulatory environment, offering low operating costs and well-developed infrastructure. Aya’s flagship asset is the Zgounder Silver Mine, recognized for its rare, high-grade silver mineralization. The mine is located along the Anti-Atlas fault, one of North Africa’s most geologically rich and underexplored regions, known for hosting world- class silver, gold, and base metal deposits. Aya also owns an 85% interest in the Boumadine polymetallic project, which is currently at the exploration and evaluation stage. Aya is incorporated under the Canada Business Corporations Act; its financial year-end is December 31, and it trades on the Toronto Stock Exchange under the symbol “AYA” and on the OTCQX under the symbol “AYASF”. 2. BASIS OF PRESENTATION Statement of compliance The consolidated financial statements of the Corporation have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The Board of Directors approved and authorized for issue these consolidated financial statements on March 30, 2026. Basis of measurement The consolidated financial statements have been prepared on a historical cost basis, except for: (i) Option contracts, which are accounted for at fair value; (ii) Share-based payment arrangements, which are measured at fair value on grant date; (iii) Asset retirement obligations, which are measured at the discounted estimated cost of future remediation; (iv) Lease liabilities, which are initially measured at the present value of minimum lease payments; (v) Non-controlling interest which is initially measured at the proportionate share of the acquiree’s identifiable net assets as at the date of acquisition; and (vi) Investment in an associate: the Corporation accounts for its investment in an associate using the equity method. Under the equity method, the Corporation’s investment in associate is initially recognized at cost and subsequently increased or decreased to recognize the Corporation's share of net income/loss and other comprehensive income/ loss of the investee, after any adjustments necessary to give effect to uniform accounting policies, any other movement in the investee's reserves, and for impairment losses after the initial recognition date. The Corporation's share of earnings or losses of its investee is recognized in the Corporation’s statement comprehensive income (loss) during the year. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 5
Slide 8 — Notes to Consolidated Financial Statements
3. NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED IFRS 18, Presentation and Disclosure in Financial Statements On April 9, 2024, the IASB issued IFRS 18 to improve reporting of financial performance. The new standard replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1 unchanged. The new Accounting Standard introduces significant changes to the structure of income statements and introduces new principles for aggregation and disaggregation of information. IFRS 18 introduces the concept of “management-defined performance measures” (MPMs) and requires such financial measures to be disclosed in a note to the financial statements. MPMs are subtotals of income and expenses that meet specific criteria outlined in IFRS 18. IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027 and applies retrospectively, with earlier application permitted. The impact of adoption of the amendments has not yet been determined by the Corporation. Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instrument Disclosure In May 2024, the IASB published Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments Disclosures). The amendments to IFRS 9 clarify derecognition and classification of specific financial assets and liabilities respectively while the amendments to IFRS 7 clarify the disclosure requirements for investments in equity instruments designated at fair value through other comprehensive income (loss) and contractual terms that could change the timing or amount of contractual cash flows on the occurrence or non-occurrence of a contingent event. The amendments to IFRS 9 and IFRS 7 are effective for annual reporting beginning on or after January 1, 2026. Earlier application is permitted. The impact of adoption of the amendments has not yet been determined by the Corporation. 4. MATERIAL ACCOUNTING POLICIES, ESTIMATES AND JUDGEMENTS Consolidation, functional and presentation currency These consolidated financial statements include the accounts of Aya, and its subsidiaries. The list of material subsidiaries are as follows: Subsidiary Registered Ownership, voting right Principal activity Functional currency Aya Gold & Silver Morocco S.A. ("AGSM") Morocco 100% Exploration Moroccan dirham Zgounder Millennium Silver Mining S.A. ("ZMSM") Morocco 100% Production Moroccan dirham Boumadine Global Mining S.A. ("BGM") Morocco 85% Exploration Moroccan dirham Subsidiaries are fully consolidated from the date on which control is transferred to Aya and are deconsolidated from the date that control ceases. All intercompany transactions, balances, income and expenses are eliminated upon consolidation. Where the Corporation’s interest in a subsidiary is less than 100%, the Corporation recognizes non-controlling interests. The functional currency of Aya is the Canadian dollar. The functional currency of the Corporation and its subsidiaries have remained unchanged during the reporting year. The Corporation’s presentation currency is the US dollar. Inventories Supply, stockpiled ore, and precious metals inventories are valued at the lower of cost and net realizable value ("NRV"). Write- downs of inventories to NRV are included in cost of sales in the period of the write-down. The cost of supply and precious metals inventories is measured at the lower of cost determined using the weighted average cost formula and net realizable value. The cost of ore and precious metals inventories includes all expenses directly attributable to the mineral extraction and processing processes, including the cost of supply consumed, direct labour and a systematic allocation of fixed and variable production overheads that are incurred in extracting and processing ore. NRV is the estimated selling price in the ordinary course of business less any applicable estimated cost of completion and estimated selling expenses. A previous NRV impairment may be reversed in a subsequent Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 6
Slide 9 — Notes to Consolidated Financial Statements
4. MATERIAL ACCOUNTING POLICIES, ESTIMATES AND JUDGEMENTS (continued) period if the circumstances that triggered the impairment no longer exist. Stockpiled ore inventories represent ore that has been extracted from the mine and is available for further processing. The costs included in stockpiled ore inventories are based on mining costs incurred up to the point of stockpiling the ore and are added to finished goods inventories at the weighted average cost as ore is processed. The current portion of stockpiled ore is determined based on the amounts expected to be processed within the next twelve months. When applicable, stockpiled ore not expected to be processed or used within the next twelve months are classified as non-current. Property, plant and equipment Property, plant and equipment ("PP&E") are carried at cost, less accumulated depreciation and any accumulated impairment losses. The cost of PP&E consists of the purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for its intended use, and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. When a mining project reaches the development phase, exploration and evaluation expenditures, as well as development expenditures, are capitalized to mining assets under development. Capitalized costs, including mine development and construction costs, are not depreciated until the time at which the related mining property has reached a pre-determined level of operating capacity intended by management. Commercial production Management considers several factors in determining when a mining property is ready for use in the manner intended by management including: • When the mine is substantially complete and ready for its intended use; • The ability to sustain ongoing production at or near nameplate capacity; • Mineral recoveries are at or near the expected level; and • The completion of a reasonable period of testing of the mine plant and equipment. On December 29, 2024, the Corporation reached commercial production at the new Zgounder mill in ZMSM. Commercial production was determined to be a period of 30 consecutive days of operations during which the plant operated at 76% of nameplate capacity, silver recovery was 79% and availability was 75%. Metal sales are recognized as revenue and production costs as a component of mine operating costs until the Corporation reaches commercial production. Once commercial production is reached, depreciation, depletion and amortization commences, the capitalization of borrowing costs and certain mine construction costs ceases, and expenditures are either capitalized to inventories or expensed as incurred. Exceptions could include costs incurred for additions or improvements to property, plant and equipment and mine development activities. Depreciation, depletion and amortization Upon reaching the commercial production, costs are transferred from Assets under Construction into the appropriate asset classes and depreciation commences. The estimated useful lives, depreciation methods and rates for the current and comparative years are as follows: Asset Basis Rate/period Mining equipment Straight-line 5-10 years Mining assets in production Units of production Life of mine Mining assets in production are depleted based on the unit of production method, which is based on production and estimated recoverable ounces of silver based on estimated proven and probable reserves. The Corporation reviews the estimated total recoverable reserves annually and when events and circumstances indicate that such a review should be made. Changes to estimated total recoverable reserves are accounted for prospectively. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 7
Slide 10 — Notes to Consolidated Financial Statements
4. MATERIAL ACCOUNTING POLICIES, ESTIMATES AND JUDGEMENTS (continued) Expenditures on major maintenance or repairs, including the cost of the replacement of parts of assets and overhaul costs are capitalized and the remaining carrying amount of the item repaired, overhauled or replaced is derecognized when it is probable that future economic benefits associated with the item will not be available to the Corporation. All other costs are expensed as incurred. Estimates for depreciation methods, useful lives and residual value are reviewed at the end of each financial period and adjusted prospectively, if appropriate. Exploration and evaluation assets Exploration and evaluation assets ("E&E") are comprised of rights on mining properties or options to acquire undivided interests in mining rights, deferred exploration and evaluation expenses and mining properties. Once the legal right to explore has been acquired, they are recorded property-by-property at their acquisition cost or at their recoverable amount being the higher of their fair value less cost to sell or their value in use following a write-down caused by an impairment of value. Expenditures incurred prior to securing the legal rights to explore an area are expensed immediately. E&E costs typically include prospecting, sampling, trenching, drilling and other work involved in searching for ore like topographical, geological, geochemical and geophysical studies. They also reflect costs related to establishing the technical and commercial viability of extracting a mineral resource identified through exploration or acquired through a business combination or asset acquisition. E&E expenditures also include overhead expenses directly attributable to the related activities. Upon determination of the technical feasibility and commercial viability of extracting a mineral resource, the Corporation performs an impairment test, based on the recoverable amount, prior to reclassification of E&E to Mining assets under development in PP&E in accordance with IFRS 6, Exploration for and Evaluation of Mineral Resources. The demonstration of the technical feasibility and commercial viability, and its approval by the Board of Directors, are the key points at which the Corporation determines that it will develop the project. Proceeds on the sale of interests in exploration properties are applied to reduce the related carrying costs; any excess is recognized as a gain in the consolidated statement of comprehensive (loss) income. Losses on partial sales are recognized in the consolidated statement of comprehensive income (loss). Whenever a mining property is considered no longer viable or is abandoned, the capitalized amounts are written down to their recoverable amounts; the difference is then immediately recognized in profit or loss. Impairment of non-financial assets At the end of each reporting year and when impairment indicators are identified, the Corporation reviews the carrying amounts of its non-financial assets which are composed of property, plant and equipment and exploration and evaluation assets, to determine whether there is any indication that those assets have suffered an impairment loss. Where such an indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash generating unit to which the asset belongs must be determined. In testing an individual asset or cash generating unit for impairment and identifying a reversal of impairment losses, management estimates the recoverable amount of the asset or the cash-generating unit. The recoverable amount is the higher of an asset or a cash generating unit’s fair value less cost to sell or its value in use. Value in use considers estimated future cash flows associated with the asset or cash generating unit, such amount being discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset or cash generating unit. In the case of exploration and evaluation assets, impairment reviews are carried out on a property-by-property basis or by areas of interest, with each property representing a potential cash-generating unit. A previous impairment is reversed if the asset’s recoverable amount exceeds its carrying amount. However, the impairment is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss had been recognized. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 8
Slide 11 — Notes to Consolidated Financial Statements
4. MATERIAL ACCOUNTING POLICIES, ESTIMATES AND JUDGEMENTS (continued) Provisions Provisions include asset retirement obligations and environmental remediation, restructuring costs and legal claims. A provision is recognized when the Corporation has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. Timing or amount of the outflow may still be uncertain. If the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessment of the time value of money and, where appropriate, the risks specific to the liability. Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. The increase in the provision due to passage of time is recognized as finance expense. Changes in assumptions or estimates are reflected in the year in which they occur. Provisions for asset retirement obligations represent the legal and constructive obligations associated with the eventual dismantling of the Corporation’s buildings and equipment related to mining production. These obligations consist of all costs associated with the removal of tangible assets. When the initial estimate of the reclamation obligation is included as part of the cost of an asset, changes in the measurement of the reclamation obligation (other than those due to the accretion of the reclamation obligation) are generally added to or deducted from the cost of the related asset in the period of change. The discount rate used is based on a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation, excluding the risks for which future cash flow estimates have already been adjusted. The schedule and timing of expenditures was determined by taking into account the proven and probable reserves, the estimated annual production levels and the estimated life of the mine. Income taxes Income tax on income for the years presented comprises current and deferred tax. Income tax is recognized in income except to the extent that it relates to items recognized in other comprehensive income (loss) or in equity, in which case it is recognized in other comprehensive income (loss) or in equity, respectively. Current tax is the expected tax payable on the taxable profit for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided 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. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that do not affect accounting or taxable income; 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 realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the financial position reporting date and which are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled. A deferred tax asset is recognized only to the extent that it is probable that future taxable income will be available against which the asset can be utilized. Deferred tax assets and liabilities are offset only when the Corporation has a legally enforceable right and intention to set-off current tax assets and liabilities from the same taxation authority. Long-term debt and borrowing costs Long-term debt is initially recorded at fair value, net of any transaction costs, and subsequently carried at amortized cost. Borrowing costs that are directly attributable to the acquisition, construction, or production of a qualifying asset are capitalized as part of the cost of that asset until the asset is substantially complete and ready for its intended use. All other borrowing costs are expensed as incurred. Borrowing costs paid are classified as a financing cost on the statement of cash flow. Share capital and share issue costs Share capital is classified as equity. Proceeds from equity financing are allocated to common shares based on their fair value at the date of issuance. The Corporation currently has no warrants outstanding. Share issue expenses are accounted for as decrease in equity when incurred through an increase in the deficit. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 9
Slide 12 — Notes to Consolidated Financial Statements
4. MATERIAL ACCOUNTING POLICIES, ESTIMATES AND JUDGEMENTS (continued) Share-based payment transactions Equity-settled share-based payments are made in exchange for services received or for the acquisition of properties. The exercise price is based on the volume-weighted average price of the Common Shares on the Toronto Stock Exchange for the five trading days immediately preceding the date of grant. The value of the equity instruments granted to third parties is determined upon the fair value of the services received or the properties acquired unless impracticable. In such case, the fair value of the services rendered, or the properties acquired is determined indirectly by reference to the fair value of the equity instruments granted. The fair value of share-based payments to directors, officers, employees and consultants with employee- related functions is recognized as an expense over the vesting period with a corresponding increase to the contributed surplus. The fair value is measured at the grant date and recognized over the period during which the share purchase options vest or the service period for a consultant that does not qualify as an employee of the Corporation. The fair value of the share purchase options granted is measured using the Black-Scholes option pricing model and takes into account the terms and conditions upon which the share purchase options were granted. Historical exercise and post-vesting cancellation behavior across disaggregated populations is used to estimate (where within this range) the exercise or post- vesting cancellation may occur. At each reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share purchase options that are expected to vest. Upon the exercise of share-based payments, the proceeds received and the related compensation expense previously recorded in contributed surplus are credited to share capital. Deferred share units The Deferred Share Unit Plan ("DSU Plan") provides for the payment of directors’ compensation with deferred share units ("DSU"). Each DSU is a right granted by the Corporation to an eligible director to receive an equivalent to the value of one common share on termination of service. DSU compensation is ultimately recognized as an expense in the consolidated statements of comprehensive income (loss) as deferred share unit expense. The DSUs are issued for past services. The DSUs can be settled either in cash or equity in the sole discretion of the Corporation. The Corporation intends to settle all DSUs in equity. The number of DSUs to be granted under the DSU Plan is determined by dividing the director’s compensation by the volume-weighted average price of the Common Shares on the Toronto Stock Exchange for the five trading days immediately preceding the last business day of the fiscal quarter. The compensation expense is recorded based on the fair value of the DSU at grant date. Restricted share units The Restricted Share Unit Plan (the "RSU Plan") allows the grant to directors, employees, or service providers non-transferable restricted share units ("RSUs") based on the value of the Corporation's share price at the volume-weighted average price of the Common Shares on the Toronto Stock Exchange for the five trading days immediately preceding the date of grant. Unless otherwise stated, the awards typically have a vesting schedule over a three-year period and can be settled either in cash or equity upon vesting at the discretion of the Corporation. The Corporation intends to settle all RSUs in equity. The compensation expense is recorded based on the fair value of the RSU at grant date. Other elements of equity Accumulated other comprehensive income (loss) includes the impact of converting the accounts of Aya and the Corporation’s foreign subsidiaries into US dollars which is the reporting currency. Contributed surplus includes charges related to share purchase options and warrants expired and amounts allocated to the equity component of convertible debentures when the conversion option expired. NCI are initially measured at the proportionate share of the acquiree’s identifiable net assets, and subsequently adjusted for their share of profit or loss, other comprehensive income (loss), and dividends. Revenue recognition The principal activity from which the Corporation generates its revenue is the sale of silver. Revenue is measured based on the consideration specified in the contract with the customer and is recognized when control of the product is transferred. Revenue derived from the sale of silver ingots is recorded in the consolidated statement of comprehensive income (loss), net of treatment, smelting and refining costs remitted to counterparties in accordance with the sales agreements. Under the Corporation’s refining arrangement, silver produced by the Corporation is delivered to the refiner for processing and storage. The refined silver remains the property of the Corporation and may be held in inventory at the refiner until the Corporation decides to sell the metal. Control of the product transfers to the customer when the Corporation executes a sale order and the customer accepts to purchase the silver, at which point the quantity and price of the transaction are fixed and Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 10
Slide 13 — Notes to Consolidated Financial Statements
4. MATERIAL ACCOUNTING POLICIES, ESTIMATES AND JUDGEMENTS (continued) the buyer obtains control of the metal. Until such sale occurs, the refined silver held by the refiner is recognized as inventory of the Corporation. Revenue from pyrite concentrate sales is recognized at a point of time when the Corporation transfers control of a product to the customer. Control transfers when the concentrate is loaded onto the vessel at the port of shipment. Concentrates are sold under pricing arrangements in which the final sales price is determined by reference to prevailing market prices of the precious metals during a quotational period subsequent to the shipment date. Accordingly, revenue is initially recognized on a provisional basis at the date control transfers using the best estimate of metal content and the prevailing market prices at that time. Differences between the provisional price recognized at shipment and the final price determined under the smelting contracts arise from changes in metal prices and final assay results. At each reporting date, provisionally priced receivables are remeasured based on observable market prices at the reporting date applicable to the contract quotational period, with the resulting mark-to-market adjustments recognized in revenue. Final settlement adjustments are recorded upon receipt of final weights, assays and pricing information from the smelter or independent inspector. Financial assets and liabilities Financial assets and liabilities are recognized when the Corporation becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are measured initially at fair value. If the financial asset or liability is not subsequently accounted for at fair value through profit or loss, then the initial measurement includes transaction costs that are directly attributable to the asset’s or liability’s acquisition or origination. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Corporation has transferred substantially all risks and rewards of ownership. A financial liability is derecognized when it is extinguished, discharged, cancelled, or expired. Financial assets and liabilities are offset, and the net amount is reported in the consolidated statement of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. At initial recognition, the Corporation classifies its financial instruments in the following categories depending on both the entity’s business model for managing the financial asset and the contractual cash flow characteristics of the financial asset: Financial assets and liabilities Classification Cash and cash equivalents Amortized cost Restricted cash Amortized cost Trade and other receivables Amortized cost Deposit in trust Amortized cost Options contracts Fair value through profit and loss Accounts payable and accrued liabilities Amortized cost Balance of purchase price payable Amortized cost Long-term debt Amortized cost Income and expenses related to financial assets that are recognized in the consolidated statement of comprehensive income (loss) are presented as finance income and finance expense. Financial assets at amortized cost Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interests are subsequently measured at amortized cost using the effective interest method. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss. Discounting is omitted where the effect of discounting is immaterial. Financial liabilities at amortized cost Financial liabilities at amortized cost are measured at amortized cost using the effective interest rate method. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 11
Slide 14 — Notes to Consolidated Financial Statements
4. MATERIAL ACCOUNTING POLICIES, ESTIMATES AND JUDGEMENTS (continued) Impairment of financial assets The Corporation uses the expected credit losses impairment model with respect to its financial assets carried at amortized cost. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since the initial recognition of the respective financial instrument. The Corporation accounts for the expected credit losses using the simplified approach over the life of trade receivables. Expected credit losses over the life of the asset are expected credit losses for all the default events that a financial instrument may experience over its expected life. The assessment of expected credit losses reflects reasonable and justifiable information about past events, current circumstances and forecasts of events and economic conditions and considers the factors specific to the account receivable, the general condition of the economy and a current as well as expected appreciation of the condition prevailing at the financial position date, including the time value of the money, if any. Areas of material judgments and estimation uncertainty The preparation of these consolidated financial statements in accordance with IFRS requires management to make judgements and estimates that affect the application of accounting policies and reported amounts of assets and liabilities and disclosures of contingent assets and contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported year. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience and current and expected economic conditions. Actual results could differ from those estimates. Material Judgements Material estimates and judgments used in applying accounting policies that have most significant effect on the amount recognized in the consolidated financial statements are as follows: Impairment of non-financial assets Non-financial assets are reviewed for an indication of impairment at each consolidated statement of financial position date or when a triggering event is identified. This determination requires material judgment. Factors which could trigger an impairment review for exploration and evaluation assets include, but are not limited to: • Exploration rights have expired or will expire in the near future; • No significant future exploration expenditures are foreseen; • No commercially viable quantities are discovered and exploration and evaluation activities will be discontinued; • Exploration and evaluation assets are unlikely to be fully recovered from successful development or sale. If such circumstances exist, the recoverable amount of the asset is estimated. The Corporation’s recoverable amount measurements with respect to the carrying amount of non-financial assets are based on numerous assumptions and may differ significantly from actual recoverable amounts. The recoverable amounts are based, in part, on certain factors that may be partially or totally outside of the Corporation’s control. This evaluation involves a comparison of the estimated recoverable amounts of non-financial assets to their carrying values. The estimated recoverable amounts may differ from actual recoverable amounts, and these differences may be significant and could have a material impact on the Corporation’s financial position and results of operations. Management’s assumptions and estimates of future cash flows used in the Corporation’s impairment assessment of non- financial assets are subject to risk and uncertainties, particularly in market conditions where higher volatility exists, and may be partially or totally outside of the Corporation’s control. If an indication of impairment or reversal of a previous impairment charge exists, an estimate of the Cash Generation Unit’s (“CGU”) recoverable amount is calculated. The recoverable amount is based on the higher of fair value less costs of disposal ("FVLCD") and value-in-use ("VIU") using a discounted cash flow method taking into account assumptions that would be made by market participants, unless there is a market price available based on a recent purchase or sale of a similar group of assets. Cash flows cover periods up to the date that mining is expected to cease, which depends on a number of variables including recoverable mineral reserves and resources, expansion plans and the forecasted product price. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 12
Slide 15 — Notes to Consolidated Financial Statements
4. MATERIAL ACCOUNTING POLICIES, ESTIMATES AND JUDGEMENTS (continued) Both internal and external sources of information are required to be considered when determining whether there is any indication of impairment or that a previous impairment has reversed. Judgment is required around adverse changes in the business climate which may be indicators for impairment such as a significant decline in the asset’s market value, decline in resources and/or reserves as a result of geological re-assessment or change in timing of extraction of resources and/or reserves which would result in a change in the discounted cash flow obtained from the site, and lower metal or product prices or higher input cost prices than would have been expected since the most recent valuation of the site. Judgment is also required when considering whether significant positive changes indicate that a previous impairment of assets may have reversed. Judgment is required to determine whether there are indications that the carrying amount of the Zgounder project is unlikely to be recovered in full through ongoing operations of the mine or by sale. Judgment is also required when considering whether significant positive changes indicate that a previous impairment of assets may have reversed. The Corporation also realized exploration work on various properties during 2025 and 2024 and intends to pursue these properties in 2026. No impairment indicators were identified as at December 31, 2025 and 2024. Material Accounting Estimates Key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year as follows: Mineral reserves and resources The estimation of mineral reserves and mineral resources is a critical accounting estimate. Mineral reserves and mineral resources are based on geological and engineering estimates and are prepared in accordance with applicable regulatory requirements. The estimation process requires significant judgement in assessing geological data, metallurgical performance, production costs, capital costs, commodity prices, exchange rates and cut-off grades. Estimates of mineral reserves and mineral resources are used in determining the depreciation and depletion of mining properties under the units-of-production method, assessing the carrying value of mining assets for impairment, determining the timing of reclamation and closure expenditures, and evaluating the capitalization of development costs. Changes in the assumptions underlying mineral reserve and mineral resource estimates may result in material adjustments to depreciation and depletion expense, impairment charges, asset retirement obligations and the carrying value of mining assets. Basis of depletion of mining sites in production Property, plant and equipment of mining sites in production are depleted according to the units-of-production method to depreciate the cost to residual value. Management estimates the residual value of the property, plant and equipment based on the estimated fair value as at the statement of financial position date. For these assets, the depletion rate is calculated based on the number of ounces of silver sold in proportion to the number of ounces in measured and indicated resources. The assessment of measured and indicated resources is based on factors such as the estimated exchange rate, price of metals, capital investments required and production costs stemming from geological assumptions based on the size and grade of the deposit. Changes in measured and indicated resources could have an impact on the net carrying amount of property, plant and equipment, asset retirement obligations, recognition of deferred tax assets and amortization, depreciation and depletion expenses. Income taxes The Corporation is subject to income taxes in different jurisdictions. Significant estimate is required in determining the total provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Corporation recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made. The assessment of availability of future taxable profits involves estimates. A deferred tax asset is recognized to the extent that is probable that taxable profits will be available which deductible temporary differences and the carry-forward of unused tax credits and unused losses can be utilized. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 13
Slide 16 — Notes to Consolidated Financial Statements
4. MATERIAL ACCOUNTING POLICIES, ESTIMATES AND JUDGEMENTS (continued) Asset retirement obligations The Corporation’s activities are subject to various laws and regulations governing the protection of the environment. The Corporation recognizes management’s best estimate for decommissioning and restoration obligations in the period in which they are incurred. Actual costs incurred in future periods could differ materially from the estimates. Additionally, future changes to environmental laws and regulations, timing of cash outflows and discount rates could affect the carrying amount of this provision. Share-based payments The valuation of the Corporation’s share options involves the use of the Black-Scholes valuation model, which requires the Corporation to estimate factors the most significant of which are the expected life and volatility. The valuation of these share options and the assumptions used are further outlined in Note 13. 5. INVENTORIES December 31, 2025 December 31, 2024 $ $ Mining supplies 20,549 11,094 Silver ingots 3,809 2,636 Silver & gold concentrate 93 1,187 Silver in circuit 700 545 Ore stockpile 9,444 11,927 34,595 27,389 For the year ended December 31, 2025, the Corporation recognized $107,786 ($30,385 for the year ended December 31, 2024) of inventory costs in cost of sales. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 14
Slide 17 — Notes to Consolidated Financial Statements
6. PROPERTY, PLANT AND EQUIPMENT The majority of properties, plant and equipment are located in Morocco and are related to the Zgounder mine. As at December 31, 2025, the Corporation determined that there were no material events or changes in circumstances indicating that the carrying amount of property, plant and equipment may not be recoverable. Mining equipment Mining assets in production Assets under construction Right-of-use assets Total $ $ $ $ $ Cost As at January 1, 2024 3,381 61,292 113,614 1,311 179,598 Additions 646 12,158 55,737 612 69,153 Disposals (237) (392) - - (629) Transfers 7,232 146,000 (153,232) - - Borrowing costs (Note 9) 71 8,872 - - 8,943 Asset retirement obligation (Note 11) - 355 - - 355 Foreign exchange (234) (4,469) (281) (249) (5,233) As at December 31, 2024 10,859 223,816 15,838 1,674 252,187 Additions 483 12,244 11,081 195 24,003 Transfers 473 17,616 (18,089) - - Liquidated damages related to mine expansion (Note 27) - (7,219) - - (7,219) Asset retirement obligation (Note 11) - 131 - - 131 Foreign exchange 1,190 24,735 1,178 136 27,239 As at December 31, 2025 13,005 271,323 10,008 2,005 296,341 Accumulated depreciation As at January 1, 2024 430 17,455 - 211 18,096 Transfers 1,578 (1,578) - - - Depreciation 1,158 2,043 - 303 3,504 Disposals (27) - - - (27) Foreign exchange (67) (520) - (4) (591) As at December 31, 2024 3,072 17,400 - 510 20,982 Depreciation 1,585 18,888 - 358 20,831 Foreign exchange 359 2,140 - 56 2,555 As at December 31, 2025 5,016 38,428 - 924 44,368 Carrying amounts At December 31, 2024 7,787 206,416 15,838 1,164 231,205 At December 31, 2025 7,989 232,895 10,008 1,081 251,973 Assets under construction at December 31, 2025 are located in Morocco and represent expenditures for the construction and development of assets which the Corporation expects to put into production in 2026. From July 1, 2023 to September 30, 2025, all mining assets in production are amortized over the expected mineral reserve as reported in the Feasibility Study on the Zgounder Silver Mine published on June 16, 2022. Effective October 1, 2025, all mining assets in production are amortized over the updated mineral reserve and life-of-mine plan as disclosed in the NI43-101 Technical Report for the Zgounder Silver Mine published on December 16, 2025. This change has been accounted for as a change in accounting estimate in accordance with IFRS. Had the updated mineral reserves and life-of- mine plan been applied effective January 1, 2025, depreciation expense for the year ended December 31, 2025 would have been approximately $1,600 lower. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 15
Slide 18 — Notes to Consolidated Financial Statements
7. EXPLORATION AND EVALUATION ASSETS AND INVESTMENT During the years ended December 31, 2025 and 2024, changes in exploration and evaluation assets were as follows: December 31, 2025 December 31, 2024 $ $ Rights on mining properties Balance, beginning of the year 5,554 24,114 Impairment loss - (18,276) Additions 715 223 Foreign exchange 523 (507) Balance, end of the year 6,792 5,554 Deferred exploration and evaluation expenses Balance, beginning of the year 62,350 35,898 Impairment recovery (loss) 3,987 (9,074) Disposal of exploration and evaluation asset (5,517) - Additions: Drilling, sampling, geology, and others 39,816 36,841 Borrowing costs 699 - Foreign exchange 7,052 (1,315) Balance, end of the year 108,387 62,350 Total 115,179 67,904 All exploration and evaluation assets are located in Morocco and relate to the Boumadine, Imiter Bis, Azegour, Tirzzit, and Zgounder Regional projects. The following schedule represents the Corporation’s exploration and evaluation expenses: December 31, 2025 Boumadine Zgounder Regional Tirzzit Amizmiz Others Total $ $ $ $ $ $ Opening Balance 53,721 6,991 4,845 990 1,357 67,904 Additions to mining rights 715 - - - - 715 Drilling, sampling, geology, and others 37,687 2,032 - 97 - 39,816 Borrowing costs 699 - - - - 699 Impairment (loss) recovery on exploration and evaluation assets - - (395) 4,382 - 3,987 Disposal of exploration and evaluation asset - - - (5,517) - (5,517) Foreign exchange 6,332 759 294 48 142 7,575 Closing Balance 99,154 9,782 4,744 - 1,499 115,179 Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 16
Slide 19 — Notes to Consolidated Financial Statements
7. EXPLORATION AND EVALUATION ASSETS AND INVESTMENT (continued) December 31, 2024 Boumadine Zgounder Regional Tirzzit Tijirit Amizmiz Others Total $ $ $ $ $ $ $ Opening Balance 22,926 4,112 4,817 26,489 971 697 60,012 Additions to mining rights 223 - - - - - 223 Drilling, sampling, geology, and others 31,641 2,974 360 1,024 45 797 36,841 Impairment on mining rights - - - (18,276) - - (18,276) Impairment loss on exploration and evaluation assets - - - (9,074) - - (9,074) Foreign exchange (1,069) (95) (332) (163) (26) (137) (1,822) Closing Balance 53,721 6,991 4,845 - 990 1,357 67,904 Tijirit project As at December 31, 2024, the Corporation deemed the recoverable amount of the Tijirit exploration and evaluation asset to be $nil and recorded an impairment of $27,350. This followed the Mauritanian government’s decision to grant a six-month extension expiring in June, 2025 to start construction of the mine. In June 2025, the Corporation was informed by the Mauritanian Government that the permit was revoked. The Corporation disagrees with this decision and is currently assessing its rights. Deconsolidation of Amizmiz project in Mx2 Maroc SARLAU, and investment in associate Effective April 15, 2025, the Corporation transferred its rights to the Amizmiz gold project by selling Amizmiz International Holding and Mx2 Maroc SARLAU, wholly owned subsidiaries of the Corporation to Mx2 Mining Inc. ("Mx2"). As consideration for the transaction, the Corporation received 20,000,000 shares of Mx2 priced at C$0.50 per share for a total of C$10,000 ($7,210). In conjunction with the transaction, Mx2 also completed a brokered private placement for gross proceeds of C$16,000 priced at C$0.50 per unit of which the Corporation participated for C$1,000 ($721) and obtained 2,000,000 shares of Mx2. As a result, the Corporation holds 22,000,000 common shares of Mx2's outstanding 52,000,001 shares, an interest of 42.3% in Mx2. Management determined it has significant influence but not control over Mx2 and began to account for the investment using the equity method from the date of the transaction. The Corporation derecognized the net assets of $1,000 in Amizmiz International Holding and Mx2 Maroc SARLAU from its consolidated statement of financial position at the date of the transaction, which was comprised of the following table: $ Current assets Prepaid expenses and security deposits 9 Sales taxes receivable 4 Non-current assets Exploration and evaluation assets 1,135 Current Liabilities Accounts payable and accrued liabilities (148) Total net assets 1,000 Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 17
Slide 20 — Notes to Consolidated Financial Statements
7. EXPLORATION AND EVALUATION ASSETS AND INVESTMENT (continued) The Corporation recognized the equity interest received in Mx2 for the net assets sold at fair value, recording it as an investment in an associate at $7,210 as of the transaction date, April 15, 2025. Consequently, the fair value exceeded the carrying amount of the project thereby resulting in a gain on the disposition of the Amizmiz project. However, in 2014, the Corporation fully impaired the Amizmiz project and an impairment loss of $4,382 (C$6,077) was recorded in the consolidated statement of comprehensive loss at that time. As a result of the sale in 2025, the Corporation reversed this impairment loss recorded from 2014 and recorded a net gain on sale of Amizmiz project of $1,828. The following table details the gain on sale: $ Fair value of consideration received 7,210 Carrying amount of consolidated Amizmiz International Holding entity (1,000) Recovery of impairment on Amizmiz project (4,382) Gain on sale of Amizmiz project 1,828 Investment in associate: $ Fair value of consideration received 7,210 Increase in investment in associate from private placement 721 Share of loss in associate (962) Balance as at December 31, 2025 6,969 Presented below is the summarized financial information pertaining to the investment in the associate, reflecting 100% of the relevant figures of the underlying associate. In addition, the Corporation’s proportional share of these figures, corresponding to its ownership interest in Mx2, is also disclosed. $ Non-current assets 7,548 Current assets 9,001 Non-current liabilities (162) Current liabilities (446) Net assets as at December 31, 2025 15,941 Share of net assets before adjustments - 42.3% 6,743 Adjustments of net assets related to accounting policy adjustments 361 Carrying amount of the investments 7,104 Net loss from date of acquisition - 100% (3,125) Share of loss in associate before adjustments - 42.3% (1,323) Adjustments of net loss related to accounting policy adjustments 361 Net loss from investment in associate (962) Comprehensive loss from investment in associate (962) Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 18
Slide 21 — Notes to Consolidated Financial Statements
8. BALANCE OF PURCHASE PRICE PAYABLE December 31, 2025 December 31, 2024 $ $ Balance, beginning of the year 1,483 1,516 Foreign exchange 160 (33) Balance, end of the year 1,643 1,483 A non-interest-bearing payable to National Office of Hydrocarbons and Mines (OHNYM) in an amount of 15,000 Moroccan Dirham (MAD) (1,643) can be used as a capital contribution in the Corporation’s subsidiary, BGM, or be repaid if the property reaches production and generates sufficient cash flow at the option of OHNYM. As part of the agreement between BGM and ONHYM a work program, including certification of resources, must begin within three months of the permit transfer from ONHYM to BGM. The permit transfer occurred on July 26, 2023. The current work program fulfills the obligations set out in this agreement. ONHYM is entitled to receive a 3% royalty on sales from the Boumadine project. If delays in production are greater than 60 months from the date of transfer of the property, the Corporation undertakes to pay the seller a delay royalty of 100 MAD ($10) annually until production begins. 9. LONG-TERM DEBT European Bank for Reconstruction and Development loan - Zgounder Expansion On January 19, 2023, the Corporation entered into a credit agreement for a secured project financing facility with the European Bank for Reconstruction and Development (“EBRD”) (the “Facility”) to provide financing for the Zgounder expansion of up to $100,000. The loan consists of a $92,000 loan provided by the EBRD (“EBRD Tranche”) and an $8,000 tranche (pari-passu with the EBRD) by the Climate Investment Funds (“CTF”) (“CTF Tranche”), managed by the EBRD. Amounts borrowed under the loan incur interest at a rate of SOFR plus 5% for the EBRD Tranche and 1% for the CTF Tranche. Payments are made bi-annually in January 19 and July 19. The loan's first principal payment was due subsequent to year end on January 19, 2026. All debt under the loan are guaranteed by the Corporation and its subsidiaries and secured by the assets of the Corporation and pledges of the securities of the Corporation's subsidiary, ZMSM. The loan is subject to adherence to debt covenants. As at December 31, 2025, ZMSM was in compliance with its financial covenants. In addition, a cost overrun account of $18,000 is funded and included in restricted cash as at December 31, 2025. Subsequent to year end, the expansion has reached financial completion, as defined in the Facility, and therefore the cost overrun account was liberated and replaced with a Debt Service Reserve Account (“DSRA”) and a fixed amount of $16,250 for the duration of the loan, continues to be classified as restricted cash. The remaining balance of $1,750 was released from restricted cash subsequent to year-end and therefore was classified as current asset as at December 31, 2025. European Bank for Reconstruction and Development loan - Boumadine project On June 23, 2025, the Corporation entered into another separate credit agreement for a corporate financing facility with EBRD for up to $25,000 to fund the exploration and development activities at the Boumadine project. Amounts borrowed under the loan incur interest at a rate of SOFR plus 5% per annum, with interest payable semi-annually on January 19 and July 19. The loan is repayable in full on the second anniversary of the agreement date (June 23, 2027). The debt is unsecured as at December 31, 2025. The loan is subject to adherence to debt covenants under certain conditions. As at December 31, 2025, the financial covenants do not apply as they become effective from the earlier of the date on which EBRD ceases to be a lender under the Zgounder expansion debt or the date on which all amounts outstanding under that facility are fully repaid and discharged. Both have not occurred at year end. As at December 31, 2025, the Corporation had drawn $15,000 on this loan. The loan is available for drawdown in one or more tranches during a commitment period of up to 12 months from the date of the agreement. The Corporation paid a front-end commission, an underwriting fee, commitment charges and related transaction costs for a total of $381 and $208 was recorded in transaction costs and $173 was recorded as deferred financing fees, in proportion to the amount drawn on the facility to the total available facility. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 19
Slide 22 — Notes to Consolidated Financial Statements
9. LONG-TERM DEBT (continued) Both long-term debts has been recorded at amortized cost, net of transaction costs, and will be accreted to face value over the life of the long-term debt using the effective interest rate method. December 31, 2025 December 31, 2024 $ $ Balance, beginning of the year 99,928 59,622 Drawdown in cash 15,000 40,000 Payments of interest and fees (9,002) (6,526) Interest expense 10,990 9,456 Gain resulting from the change in expected cash flows - (430) Transaction costs (208) (2,194) Balance, end of the year 116,708 99,928 Current portion of long-term debt (28,571) - Interest payable and commitment charges, presented in accounts payable and accrued liabilities (4,531) (4,411) Long-term debt 83,606 95,517 The contractual repayments of principal related to the long-term debt for the forthcoming years: Carrying Amount Contractual cash flows 2026 2027 2028 2029 $ $ $ $ $ $ Long-term debt (excluding interest) 112,177 115,000 28,571 43,571 28,571 14,287 10. LEASE LIABILITIES The Corporation leases office space, mining vehicles and dwellings for employees. These leases have terms of up to seven years. Certain leases include an option to renew after the end of the contract term and/or provide for payments that are indexed to local inflation rates. The movement in lease liabilities during the years ended December 31, 2025 and 2024 is comprised of the following: December 31, 2025 December 31, 2024 $ $ Balance, beginning of the year 1,403 1,120 Additions 195 612 Accretion 84 73 Repayments (422) (333) Foreign exchange 106 (69) Balance, end of the year 1,366 1,403 Current portion 357 282 Long-term portion 1,009 1,121 Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 20
Slide 23 — Notes to Consolidated Financial Statements
10. LEASE LIABILITIES (continued) The undiscounted minimum lease payments on lease liabilities for the forthcoming years are as follows: $ 2026 427 2027 336 2028 258 2029 207 2030 and above 339 Total minimum payments 1,567 Less interest 201 Total minimum capital payments 1,366 The Corporation’s weighted average incremental borrowing rate is 6.19%. 11. ASSET RETIREMENT OBLIGATIONS The asset retirement obligations represent legal and contractual obligations associated with the eventual dismantling of the Corporation’s Zgounder mine. As at December 31, 2025 the estimated inflation-adjusted discounted cash flows required to settle the asset obligations amount to $3,244 (December 31, 2024 - $2,872). The discount rate used is 2.92% (December 31, 2024 - 3.17%) and the disbursements are expected to be made in 2036. The estimated undiscounted value of this liability was estimated using an expected value approach, which combines probability weighted outcomes for a variety of different scenarios and takes into consideration an inflation rate over time until 2036, for costs of $4,471 (December 31, 2024 - $3,700). Additions of $9 were recorded for the year ended December 31, 2025 (December 31, 2024 - $551). December 31, 2025 December 31, 2024 $ $ Balance, beginning of the year 2,872 2,667 Additions 9 551 Change in assumptions used 122 (196) Accretion expense 93 84 Foreign exchange 148 (234) Balance, end of the year 3,244 2,872 12. SHARE CAPITAL Authorized Unlimited number of common shares without par value. Common Shares As at December 31, 2025, the Corporation had 142,014,007 issued and outstanding common shares (December 31, 2024 - 130,770,053). Transactions during the year ended December 31, 2025: • A total of 20,000 share purchase options were exercised for a strike price of C$1.43 for total proceeds of C$29 ($20) and ascribed value reclassification of C$23 ($16) from contributed surplus to share capital. • A total of 324,202 common shares were issued upon vesting of restricted share units during the period at an issued average price of C$8.96 for an ascribed value reclassification of C$2,904 ($2,073) from contributed surplus to share capital. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 21
Slide 24 — Notes to Consolidated Financial Statements
12. SHARE CAPITAL (continued) • A total of 131,957 common shares were issued upon vesting of deferred share units during the period at an issued price of C$9.97 for an ascribed value reclassification of C$1,315 ($951) from contributed surplus to share capital. • On June 18, 2025, the Corporation closed its bought deal financing and issued 10,767,795 common shares at a price of C$13.35 per share for total consideration of C$143,750 ($105,218). During the period in which the options were exercised, the Corporation’s minimum market share price was C$8.96 ($6.29) while the maximum was C$19.43 ($14.10). Transactions during the year ended December 31, 2024: • On February 14, 2024 the Corporation closed its bought deal financing and issued 7,573,900 common shares at a price of C$10.25 per share for total consideration of C$77,632 ($57,297). • A total of 266,850 share purchase options were exercised for a strike price of C$1.43 for total proceeds of C$382 ($280) and an ascribed value reclassification of C$314 ($231) from contributed surplus to share capital. • A total of 245,100 share purchase options were exercised for a strike price of C$7.69 for total proceeds of C$1,885 ($1,382) and an ascribed value reclassification of C$1,561 ($1,144) from contributed surplus to share capital. • A total of 306,500 common shares were issued upon vesting of restricted share units during the period at an issued average price of C$8.77 for an ascribed value reclassification of C$2,689 ($1,917) from contributed surplus to share capital. During the period in which the options were exercised, the Corporation’s minimum market share price was C$9.75 ($7.20) while the maximum was C$19.23 ($13.91). 13. SHARE-BASED PAYMENTS Share purchase options The Corporation’s incentive share purchase option plan (the “Plan”) which provides that the Board of Directors of the Corporation may, from time to time, in its discretion, and in accordance with the TSX policies, grant to directors, officers, employees and consultants to the Corporation, non-transferable share purchase options to purchase common shares of the Corporation, provided that the number of common shares issuable under the Plan, combined with the number of common shares issuable under all share compensation arrangements, shall not exceed 10% of the outstanding common shares as at the date of any grant of options. The vesting period for the share purchase options is determined at the discretion of the Corporation’s Board of Directors at the time the share purchase options are granted. The stock options granted prior to 2024 vested on an annual pro-rata basis over two years with one-third vesting on the date of grant. The stock options granted in 2024 and 2025 vest on an annual pro-rata basis evenly over three years for which accelerated compensation expense is recorded to reflect the service period of each tranche of the award. The outstanding share purchase options and their exercise price in Canadian dollars as at December 31, 2025 and as at December 31, 2024 are summarized as follows: Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 22
Slide 25 — Notes to Consolidated Financial Statements
13. SHARE-BASED PAYMENTS (continued) Years ended Years ended December 31, 2025 December 31, 2024 Number C$ (1) Number C$ (1) Balance, beginning of the year 9,589,451 9.02 5,101,401 2.07 Granted 500,000 14.45 5,000,000 15.63 Exercised (20,000) 1.43 (511,950) 4.43 Balance, end of the year 10,069,451 9.30 9,589,451 9.02 Exercisable 6,236,118 5.51 4,589,451 1.81 (1) Weighted average exercise price in Canadian dollars. The following table reflects the share purchase options that could be exercisable for an equal number of common shares: December 31, 2025 Expiry Date Number outstanding Number exercisable Exercise price C$ July 1, 2030 4,121,484 4,121,484 1.43 March 3, 2031 359,667 359,667 4.75 May 12, 2031 88,300 88,300 7.69 August 23, 2034 5,000,000 1,666,667 15.63 November 10, 2035 500,000 - 14.45 10,069,451 6,236,118 December 31, 2024 Expiry Date Number outstanding Number exercisable Exercise price C$ July 1, 2030 4,141,484 4,141,484 1.43 March 3, 2031 359,667 359,667 4.75 May 12, 2031 88,300 88,300 7.69 August 23, 2034 5,000,000 - 15.63 9,589,451 4,589,451 The fair value of share purchase options granted during the years ended December 31, 2025 and 2024 was determined using the Black & Scholes valuation model based on the following weighted average assumptions: November 10, 2025 August 23, 2024 Weighted average fair value of awards 7.85 C$ 6.57 C$ Market share price 15.27 C$ 15.85 C$ Grant option exercise price 14.45 C$ 15.63 C$ Volatility 51.6% - 57.0.% 39.7% - 45.1% Risk-free rate 2.68 % 2.92 % Dividend yield 0% 0% Expected life 4.9 - 5.7 4.0 - 5.7 Share-based payments of $11,680 were recognized during the year ended December 31, 2025 ($5,085 during the year ended December 31, 2024) included in the following line items: Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 23
Slide 26 — Notes to Consolidated Financial Statements
13. SHARE-BASED PAYMENTS (continued) Years ended December 31, 2025 2024 $ $ General and administrative expenses 10,140 3,974 Cost of sales 864 265 Property, plant and equipment 189 394 Exploration and evaluation assets 487 452 11,680 5,085 Restricted share units The RSU Plan provides for a maximum number of common shares available and reserved for issuance to 10% of the Corporation’s issued and outstanding common shares, less any shares reserved for issuance under the Plan and the DSU Plan. The RSUs are time-based awards and all the amount of RSUs granted will vest upon the continuous employment of the Participants on the third anniversaries of the RSU grant, starting from the date of the grant or such other period not exceeding three years determined by the Board of Directors. The outstanding RSUs as at December 31, 2025 and as at December 31, 2024 are as follows: Years ended Years ended December 31, 2025 December 31, 2024 Number C$(2) Number C$(2) Balance, beginning of the year 1,120,750 9.97 982,328 9.52 Granted 413,210 11.47 450,006 10.13 Settled (324,202) 8.96 (306,500) 8.77 Forfeited (22,888) 10.63 (5,084) 10.19 Balance, end of the year 1,186,870 10.76 1,120,750 9.97 Vested - - - - (2) Weighted average fair value in Canadian dollars at grant date. Share-based payments of $3,300 were recognized during the year ended December 31, 2025, ($3,273 during the year ended December 31, 2024) as included in the following line items: Years ended December 31, 2025 2024 $ $ General and administrative expenses 2,694 2,484 Cost of sales 411 315 Property, plant and equipment 41 256 Exploration and evaluation assets 154 218 3,300 3,273 Deferred share units The DSU Plan provides for a maximum number of common shares available and reserved for issuance to 10% of the Corporation’s issued and outstanding common shares, less any shares reserved for issuance under the Plan and the RSU Plan. All the amount of DSUs granted will be settled on termination of service. Pursuant to the terms of the DSU Plan, Directors will receive, on the second December after the termination date, common shares of the Corporation issued from treasury. The outstanding DSU’s as at December 31, 2025 and as at December 31, 2024 are as follows: Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 24
Slide 27 — Notes to Consolidated Financial Statements
13. SHARE-BASED PAYMENTS (continued) Years ended Years ended December 31, 2025 December 31, 2024 Number C$(3) Number C$(3) Balance, beginning of the year 457,124 9.85 328,512 8.41 Granted 99,430 13.98 128,612 13.53 Settled (131,957) 9.97 - - Balance, end of the year 424,597 10.78 457,124 9.85 Exercisable - - 37,503 9.50 (3) Weighted average fair value in Canadian dollars at grant date. Share-based payments of $1,067 were recognized in general and administrative expenses during the year ended December 31, 2025, ($1,193 during the year ended December 31, 2024). 14. SEGMENTED INFORMATION All of the Corporation’s operations are within the mining industry and its major products are precious metals ingots and concentrate which are refined or smelted into pure silver and sold to global metal brokers. An operating segment is defined as a component of the Corporation that: • Engages in business activities from which it may earn revenues and incur expenses; • Whose operating results are reviewed regularly by the entity’s executive management; and • For which discrete financial information is available. For the years ended December 31, 2025 and 2024, the Corporation's operating segments include the production segment, with its Zgounder silver project in Morocco. In 2025, the Corporation started the reclaiming and sale of its historical pyrite stockpile at Boumadine which represents a separate segment in 2025, and 2024 was accordingly recast to separately present Boumadine. All other properties are in the "non-producing properties" segment (i.e. referred to as Exploration, evaluation and development segment) for the years ended December 31, 2025 and 2024. Corporate consists primarily of the Corporation’s corporate assets including cash and corporate expenses which are not allocated to operating segments. Management evaluates segment performance based on segment operating income (loss). Therefore, finance income and expense items and income taxes are not allocated to the segments. Significant information relating to the Corporation’s operating segments is summarized in the tables below. December 31, 2025 Total non-current assets Total assets Total liabilities $ $ $ Production - Zgounder 257,333 386,910 178,390 Exploration, evaluation and development - Boumadine 99,692 102,123 23,464 Exploration, evaluation and development - Others 16,042 16,047 2,165 Corporate 26,216 126,653 3,890 Total per consolidated statement of financial position 399,283 631,733 207,909 Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 25
Slide 28 — Notes to Consolidated Financial Statements
14. SEGMENTED INFORMATION (continued) December 31, 2024 Total non-current assets Total assets Total liabilities $ $ $ Production - Zgounder 236,733 282,794 138,968 Exploration, evaluation and development - Boumadine 54,506 58,893 10,463 Exploration, evaluation and development - Others 14,331 14,478 512 Corporate 17,997 43,942 3,683 Total per consolidated statement of financial position 323,567 400,107 153,626 As at December 31, 2025, all production and exploration, evaluation and development segments are located in Morocco. Corporate is based in Canada. Years ended December 31, 2025 and 2024 Revenue Cost of sales G&A expenses Other operating loss (income) Operating income (loss) $ $ $ $ $ Production - Zgounder 2025 199,902 118,569 4,152 - 77,181 2024 39,117 33,735 1,874 148 3,360 Exploration - Boumadine 2025 2,200 366 28 - 1,806 2024 - - - - - Exploration - Others 2025 - - 52 (5,815) 5,763 2024 - - 606 27,493 (28,099) Corporate unallocated costs 2025 - - 22,233 - (22,233) 2024 - - 14,008 - (14,008) Consolidated 2025 202,102 118,935 26,465 (5,815) 62,517 2024 39,117 33,735 16,488 27,641 (38,747) Corporate is mainly unallocated items from the Corporation's head office that comprises of corporate assets (mainly cash and restricted cash), liabilities and expenses for the years ended December 31, 2025 and 2024. 15. ADDITIONAL INFORMATION ON THE NATURE OF REVENUE The following is a breakdown of the nature of revenue included in sales for the years ended December 31, 2025 and 2024. Years ended December 31, 2025 2024 $ $ Silver ingots 195,746 13,127 Silver concentrate 5,410 28,982 Pyrite concentrate 2,200 - Gross revenue from precious metals 203,356 42,109 Less: treatment, smelting, and refining costs (1,254) (2,992) 202,102 39,117 The Corporation’s sales are with three clients (2024 – two clients) located in Switzerland. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 26
Slide 29 — Notes to Consolidated Financial Statements
16. ADDITIONAL INFORMATION ON THE NATURE OF COST OF SALES The following is a breakdown of the nature of cost of sales for the years ended December 31, 2025 and 2024. Years ended December 31, 2025 2024 $ $ Production costs 89,416 27,894 Share-based payments (Note 13) 1,275 580 Freight outbound 1,615 551 Inventory write-down 197 294 Royalties (Note 24) 6,085 1,170 Depreciation and depletion 20,347 3,246 118,935 33,735 17. INCOME TAXES The reconciliation of the effective tax rate is as follows: Years ended December 31, 2025 2024 $ $ Net income (loss) before income tax 70,125 (24,800) Statutory income tax rate 26.5 % 26.5 % Expected income tax (recovery) expense 18,584 (6,572) Share-based payments 3,196 1,670 Effect of differences in tax rates in foreign jurisdictions (353) 196 Tax effect of permanent differences 2,019 (1,304) Change in unrecognized benefit of losses and temporary differences 1,842 6,329 Recognition of previously unrecognized deductible temporary differences and tax losses (6,672) (1,988) Foreign withholdings 5,601 1,527 Prior year adjustments (647) 1,104 Other 275 265 23,845 1,227 Current income taxes 25,653 1,527 Deferred income taxes (1,808) (300) 23,845 1,227 The statutory tax rate was 26.5% for the year ended December 31, 2025 (26.5% for the year ended December 31, 2024) representing the Canadian federal plus provincial rate. ZMSM is subject to corporate income tax in Morocco at an effective rate of approximately 31.25% for 2025 on its taxable income, together with an additional social solidarity contribution of approximately 5% on profits. Unrecognized deductible temporary differences for which no deferred tax assets have been recognized are as follows: Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 27
Slide 30 — Notes to Consolidated Financial Statements
17. INCOME TAXES (continued) Years ended December 31, 2025 2024 $ $ Non-capital losses carry-forward 24 10,537 Property, plant and equipment - 2,917 Exploration and evaluation assets 4,566 5,631 Other assets and liabilities 7,999 7,222 Capital losses 10,198 - 22,787 26,307 Recognized deferred tax assets and liabilities are as follows: December 31, 2024 Recognized in profit or loss Recognized in AOCI December 31, 2025 $ $ $ $ Non-capital loss carry-forward 3,509 1,014 277 4,800 Property, plant and equipment 2,003 3,111 275 5,389 Foreign exchange and other (252) (1,052) 529 (775) Exploration and evaluation assets (2,835) (1,265) (127) (4,227) 2,425 1,808 954 5,187 December 31, 2023 Recognized in profit or loss Recognized in AOCI December 31, 2024 $ $ $ $ Non-capital loss carry-forward 3,692 (520) 337 3,509 Property, plant and equipment 5,273 (3,337) 67 2,003 Balance of purchase price payable (29) 32 (3) - Foreign exchange and other (6,144) 4,517 1,375 (252) Exploration and evaluation assets (2,175) (392) (268) (2,835) 617 300 1,508 2,425 Composition of deferred income taxes in the consolidated statement of financial position: Years ended December 31, 2025 2024 $ $ Deferred tax assets 5,187 3,425 Deferred tax liabilities - (1,000) 5,187 2,425 Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 28
Slide 31 — Notes to Consolidated Financial Statements
17. INCOME TAXES (continued) Non-capital losses available in Morocco expire as follows: MOROCCO $ 2026 1 2027 7 2028 15 23 As at December 31, 2025, no deferred tax liability was recognized for temporary differences arising from investments in subsidiaries because the Corporation controls the decisions affecting the realization of such liabilities and it is probable that the temporary differences will not reverse in the foreseeable future. 18. ADDITIONAL INFORMATION ON THE NATURE OF COMPREHENSIVE INCOME (LOSS) COMPONENTS The following is a breakdown of the nature of expenses included in general and administrative expenses and finance expense for the years ended December 31, 2025 and 2024. Years ended December 31, General and administrative expenses 2025 2024 $ $ Salaries and benefits 4,699 3,172 Consulting fees 2,350 1,907 Investor relations 1,558 1,255 Depreciation 178 124 Office 1,319 1,086 Professional fees 2,262 1,134 Reporting issuer costs 198 159 General and administrative expenses 12,564 8,837 General and administrative expenses - Share-based payments (Note 13) 13,901 7,651 26,465 16,488 Years ended December 31, Finance income (expense) 2025 2024 $ $ Change in fair value of options contracts 211 57 Finance costs on long-term debt (10,291) - Interest income 2,192 3,867 Gain on foreign exchange 16,449 10,175 Gain on settlement of payables 180 - Accretion expense (171) (152) 8,570 13,947 Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 29
Slide 32 — Notes to Consolidated Financial Statements
18. ADDITIONAL INFORMATION ON THE NATURE OF COMPREHENSIVE INCOME (LOSS) COMPONENTS (continued) Years ended December 31, Expenses recognized for employee benefits (including capitalized amounts) 2025 2024 $ $ Salaries and fringe benefits 21,125 19,627 Share-based payments (Note 13) 14,980 8,358 36,105 27,985 19. CAPITAL MANAGEMENT The Corporation defines capital as long-term debt and total equity. When managing capital, the Corporation’s objectives are to: • Ensure sufficient liquidity to pursue its strategy of organic growth combined with strategic acquisitions; • Ensure the externally imposed capital requirements relating to debt obligations are being met; • Increase the value of the Corporation’s assets; and • Achieve optimal returns to shareholders. These objectives are achieved by operating its assets efficiently, identifying the right exploration and evaluation projects, adding value to these projects, and ultimately taking them to production or obtaining sufficient proceeds from their disposal. Management adjusts the capital structure as necessary to support the acquisition, exploration and evaluation and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Corporation’s management team to sustain the future development of the business. As at December 31, 2025, managed capital is $525,828 (December 31, 2024 - $341,993) representing long-term debt and total equity before non-controlling interest. To facilitate the management of its capital requirements, the Corporation prepares long-term cash flow projections that consider various factors, including successful capital deployment, general industry conditions and economic factors. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Corporation, is reasonable. There have been no changes in the Corporation’s capital management approach during the year. December 31, December 31 2025 2024 $ $ Long-term debt (including current portion) 112,177 95,517 Total equity before non-controlling interest 413,651 246,476 525,828 341,993 20. FINANCIAL RISK MANAGEMENT The Corporation is exposed to various financial risks resulting from both its operations and its investment activities. There were no changes to the financial objectives, policies and processes during the years ended December 31, 2025 and 2024. The Corporation’s main financial risks exposure and its financial risks management policies are as follows: Credit risk Credit risk refers to the risk of an unexpected loss if a party to a financial instrument fails to meet its contractual obligations. The Corporation’s financial assets exposed to credit risk are primarily composed of cash and cash equivalents, trade and other receivables and restricted cash. The Corporation’s cash, cash equivalents and restricted cash are mostly held with reputable Canadian or Moroccan banks. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 30
Slide 33 — Notes to Consolidated Financial Statements
20. FINANCIAL RISK MANAGEMENT (continued) Credit risk arises from the possibility that its customers may experience financial difficulties and be unable to fulfil their obligations. The Corporation has a high degree of customer concentration, with approximately 95% of its ingots and silver concentrated ore sales made to a single counterparty. As a result, in the event that this counterparty becomes insolvent or otherwise unable to meet its payment obligations, the Corporation’s revenues and cash flows could be materially adversely affected. Given the substantial value associated with each delivery, any delay in payment or default could have a significant financial impact, and the Corporation may be required to seek alternative purchasers on less favorable terms. To mitigate such credit risk, the Corporation requires that it is paid the majority of what it is owed on transfer of property and deals with creditworthy counterparties. The Corporation does not rely on external credit ratings, as its counterparties are generally not rated; instead, it obtains and reviews available financial information, including annual audited financial statements, and maintains ongoing communication with its customers to monitor credit risk. As at December 31, 2025, none of the trade receivables were overdue by more than 30 days (2024 – $nil). In management's opinion, the maximum credit risk exposure for all of the Corporation's current financial assets is the carrying value of those assets. Commodity price risk The Corporation’s profitability is exposed to commercial risks notably those linked to the price of silver and gold. The Corporation does not have financial instruments to hedge exposures to silver and gold price fluctuations. Liquidity risk Liquidity risk refers to the risk that the Corporation will not be able to meet its financial obligations as they fall due. The Corporation’s liquidity and operating results may be adversely affected if the Corporation’s access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Corporation. The organization has instituted a comprehensive planning and budgeting process designed to ascertain the financial resources necessary to sustain its standard operational requirements and developmental initiatives. Over the years, the Corporation generates cash flow from its financing activities. As part of its $100,000 financing with EBRD (Note 9), the Corporation is required to maintain $18,000 in restricted cash for a Cost Overrun Facility (“COF”) to cover potential cost overruns on the Zgounder project. Subsequent to year end, the expansion has reached financial completion, as defined in the Facility, and therefore the cost overrun account was released and replaced with a Debt Service Reserve Account (“DSRA”) and a balance of $16,250 is still considered restricted cash. With the start of commercial production phase of the new Zgounder mill effective at the end of 2024, the Corporation currently intends to take into account the anticipated cash flows generated from operational activities to contribute to its business commitments. The following are the contractual maturities of financial liabilities and other liabilities, including interest payable that is included in accounts payable as at December 31, 2025: Carrying Amount Contractual cash flows 0-12 months 12-24 months More than 24 months $ $ $ $ $ Accounts payable & accrued liabilities 69,407 69,407 69,407 - - Long-term debt (excluding interest) (Note 9) 112,177 115,000 28,571 43,571 42,858 Balance of purchase price payable (Note 8) 1,643 1,643 1,643 - - Lease liabilities (Note 10) 1,366 1,567 427 336 804 184,593 187,617 100,048 43,907 43,662 The following are the contractual maturities of financial and other liabilities as at December 31, 2024: Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 31
Slide 34 — Notes to Consolidated Financial Statements
20. FINANCIAL RISK MANAGEMENT (continued) Carrying Amount Contractual cash flows 0-12 months 12-24 months More than 24 months $ $ $ $ $ Accounts payable & accrued liabilities 51,351 51,351 51,351 - - Long-term debt (excluding interest) (Note 9) 95,517 100,000 - 28,571 71,429 Balance of purchase price payable (Note 8) 1,483 1,483 1,483 - - Lease liabilities (Note 10) 1,403 1,650 356 330 964 149,754 154,484 53,190 28,901 72,393 Foreign currency risk In the normal course of operations, the Corporation is exposed to currency risk due to business transactions in foreign countries denominated in a currency other than the functional currency of each entity in the group, being the Canadian dollar for all the entities within the consolidated group except for AGSM, ZMSM, BGM and AGS, for which the functional currency is the Moroccan dirham and for AGS Group Services for which the functional currency is the US dollar. A portion of the transactions is denominated in United Arab Emirates dirhams. Foreign currency denominated financial assets and liabilities which expose the Corporation to currency risk are presented below. The Corporation enters into option contracts to mitigate some of the risk of fluctuations in the exchange rate of its holdings of US dollars. Changes in the fair value of the contracts and the corresponding gains or losses are recorded quarterly and are included in the fair value adjustment on option contracts on the consolidated statement of comprehensive income (loss). The Corporation’s management strategy is to reduce the risk of fluctuations associated with foreign exchange rate changes. The foreign currency option contracts are held to maturity and are either exercised for a net profit or loss; or expire at no obligation to the Corporation. The fair value of option contracts, which represents the amount that would be received/(paid) by the Corporation if the contracts were terminated at December 31, 2025 was $(174) (December 31, 2024 - $42). Balances in the table below are dominated in US dollars, the presentation currency of the Corporation: December 31, 2025 USD EUR CAD MAD AED Total $ $ $ $ $ $ Cash and cash equivalents 65,408 8 - - - 65,416 Restricted cash 18,000 - - - - 18,000 Trade and other receivables 32,504 - - - - 32,504 Current portion of long-term debt (28,571) - - - - (28,571) Long-term debt (86,429) - - - - (86,429) Accounts payable and accrued liabilities (6,503) (1,257) (175) (22) (49) (8,006) Balance of purchase price payable - - - (1,643) - (1,643) (5,591) (1,249) (175) (1,665) (49) (8,729) Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 32
Slide 35 — Notes to Consolidated Financial Statements
20. FINANCIAL RISK MANAGEMENT (continued) December 31, 2024 USD EUR CAD MAD Total $ $ $ $ $ Cash and cash equivalents 7,774 179 - - 7,953 Restricted cash 18,000 - - - 18,000 Trade and other receivables 1,053 - - - 1,053 Long-term debt (100,000) - - - (100,000) Accounts payable and accrued liabilities (5,514) (1,060) (666) - (7,240) Balance of purchase price payable - - - (1,483) (1,483) (78,687) (881) (666) (1,483) (81,717) The impact on net income (loss) and equity of a 10% increase or decrease in foreign currencies on the Corporation’s financial instruments based on balances on December 31, 2025 would be approximately $873 (December 31, 2024 - $8,172). 21. FINANCIAL INSTRUMENTS The classification of financial instruments is summarized as follows, as at December 31, 2025 and 2024: Financial Assets Classification December 31, 2025 December 31, 2024 $ $ Cash and cash equivalents Financial assets at amortized cost 136,322 30,944 Trade and other receivables Financial assets at amortized cost 33,811 1,827 Deposit in trust Financial assets at amortized cost 314 695 Restricted cash Financial assets at amortized cost 18,162 18,246 188,609 51,712 As at December 31, 2025, cash equivalents included in cash and cash equivalents was $10,039 (December 31, 2024 - $nil). Financial Liabilities Classification December 31, 2025 December 31, 2024 $ $ Current portion of long-term debt (Note 9) Financial liabilities at amortized cost 28,571 - Long-term debt (Note 9) Financial liabilities at amortized cost 83,606 95,517 Accounts payable and accrued liabilities Financial liabilities at amortized cost 69,407 51,351 Balance of purchase price payable (Note 8) Financial liabilities at amortized cost 1,643 1,483 183,227 148,351 Financial Assets Classification December 31, 2025 December 31, 2024 $ $ Option contracts Fair value through profit & loss (174) 42 (174) 42 Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 33
Slide 36 — Notes to Consolidated Financial Statements
21. FINANCIAL INSTRUMENTS (continued) Fair value of financial instruments Current financial instruments that are not measured at fair value consist of by cash, cash equivalents, trade and other receivables, restricted cash, accounts payable and accrued liabilities, balance of purchase price payable and long-term debt. Their carrying values are considered a reasonable approximation of their fair value because of their short-term maturity. The long-term debt is predominantly subject to a variable interest rate. As a result, the carrying value is considered to be its fair value. Fair value hierarchy The following table classifies financial assets and liabilities that are recognized on the consolidated statement of financial position at fair value in a hierarchy that is based on significance of the inputs used in making the measurements. The levels in the hierarchy are: 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). Level 3: Inputs for the asset or liability that are not based on observable market data. As at December 31, 2025, the following represents the classification of instruments measured at fair value : Level 1 Level 2 Level 3 Total $ $ $ $ Option contracts - (174) - (174) As at December 31, 2024, the following represents the classification of instruments measured at fair value : Level 1 Level 2 Level 3 Total $ $ $ $ Option contracts - 42 - 42 The Corporation’s foreign currency option contracts are not traded in active markets. The fair value of these instruments has been determined using observable forward exchange rates. The effects of non-observable inputs are not significant for foreign contract positions. As at December 31, 2025, the Corporation had an aggregate notional amount of 9,000 USD-CAD (9,000 USD-CAD for the year ended December 31, 2024) in options contracts. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 34
Slide 37 — Notes to Consolidated Financial Statements
22. SUPPLEMENTAL CASH FLOW INFORMATION Year ended December 31, 2025 2024 $ $ Trade and other receivables (31,112) (1,220) Sales tax receivable (11,569) 827 Income tax receivable 3,686 (3,415) Inventories (3,969) (10,579) Prepaid expenses and security deposits (326) 97 Accounts payable and accruals 28,082 6,078 Income tax payable 19,491 (3,058) Changes in working capital items 4,283 (11,270) Non-cash transactions Additions of new lease right-of-use assets 195 612 Addition of new lease liabilities (195) (612) Net change in deposits to suppliers for capital expenditures 2,842 7,918 Capitalized asset retirement obligations 131 355 Change in accounts payable and accrued liabilities related to PP&E (12,689) (2,908) Change in accounts payable and accrued liabilities related to E&E assets (2,179) 6,442 Share-based compensation in PP&E additions 230 650 Share-based compensation in E&E additions 641 508 Investment in associate - share consideration (7,210) - Sale of capital assets included in trade and other receivables - 311 23. INCOME (LOSS) PER COMMON SHARE Basic income or loss per share is the net income or loss available to common shareholders divided by the weighted average number of common shares outstanding during the year and DSUs. Diluted net income or loss per share adjusts basic net income or loss per share for the effects of potential dilutive common shares such as options and RSUs. The calculations for basic and diluted income or loss per share for the years ended December 31, 2025 and 2024 are as follows: Year ended December 31, 2025 2024 (1) $ $ Net income (loss) attributed to Aya Gold & Silver Inc. shareholders 45,557 (21,617) Weighted average number of shares – basic 137,231,106 129,842,508 Impact of dilutive securities Stock options and RSUs 5,139,839 - Weighted average number of shares – diluted 142,370,945 129,842,508 Income (loss) per share - basic 0.33 (0.17) Income (loss) per share - diluted 0.32 (0.17) (1) In the year ended December 31, 2024, loss per share had previously been calculated using total net loss rather than net loss attributable to Aya Gold & Silver Inc. shareholders. The comparative loss per share amounts have been adjusted from previously reported $(0.20) to $(0.17) to reflect the net loss attributable to Aya Gold & Silver Inc. shareholders in the year ended December 31, 2024. This adjustment affects only the presentation of loss per share and has no impact on the Corporation's net loss, total equity, cash flows, or financial position in year ended December 31, 2024. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 35
Slide 38 — Notes to Consolidated Financial Statements
23. INCOME (LOSS) PER COMMON SHARE (continued) As at December 31, 2025, weighted average number of shares - diluted excludes the effects of 5,500,000 share purchase options (9,589,451 for the year ended December 31, 2024) and nil restricted share units (1,120,750 for the year ended December 31, 2024) as they were anti-dilutive. 24. COMMITMENTS The Corporation has the following commitments regarding its properties: Royalties As per the terms of property purchase agreements, the Corporation is also committed to pay, in perpetuity, the following royalties: • 2.5% royalty to Ouiselat Mines (a private Moroccan company) on revenue from the Azegour property; • 3.0% royalty to ONHYM on revenue from the Zgounder property, which amounted to 56,128 dirhams ($6,019) for the year ended December 31, 2025 and 11,645 dirhams ($1,170) for the year ended December 31, 2024; and • 3.0% royalty to ONHYM on revenue from the Boumadine property, which amounted to $616 dirhams ($66) for the year ended December 31, 2025 and $nil for the year ended December 31, 2024. 25. RELATED PARTY TRANSACTIONS During the years ended December 31, 2025 and 2024, the following related party transaction occurred in the normal course of operations for management and consulting fees to Groupe Conseils Grou, La Salle Inc., a company owned by the President and Chief Executive Officer, in the amount of $838 for the year ended December 31, 2025 ($758 for the year ended December 31, 2024). As at December 31, 2025, $391 (December 31, 2024 - $305) was due to that company. Remuneration of key management personnel of the Corporation Key management included members of the Board of Directors and executive officers of the Corporation. During the years ended December 31, 2025 and 2024 the remuneration awarded to key management personnel (including the amounts above) was as follows: Years ended December 31, 2025 2024 $ $ Salaries and benefits 1,584 1,288 Management consulting and professional fees 1,261 1,110 Share-based compensation* 11,166 6,905 14,011 9,303 * Share-based payments represent a non-cash expense related to the vesting of equity-based awards granted to directors and executive officers, including stock options, restricted share units, and deferred share units. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 36
Slide 39 — Notes to Consolidated Financial Statements
26. NON-CONTROLLING INTERESTS The Corporation’s consolidated financial statements include two subsidiaries, BGM, and TIREX, with non-controlling interests ("NCI"): • ANARPAM has a 15% non-dilutive participation in TIREX and WAFA Mining & Petroleum has a 10% dilutive participation in TIREX. • ONHYM has a 15% participation in BGM. The Corporation had the following NCIs for the years ended December 31, 2025 and 2024: . Proportion of ownership interest and voting rights held by NCI Total comprehensive income (loss) allocated to NCI Accumulated NCI 2025 2024 2025 2024 2025 2024 % % $ $ $ $ BGM 15 15 723 - 10,173 5 TIREX 25 25 - (4,410) - - 723 (4,410) 10,173 5 The following table summarizes the information relating to these subsidiaries before any intercompany eliminations: BGM TIREX Total NCI 2025 2024 2025 2024 2025 2024 $ $ $ $ $ $ Non-current assets 81,817 47,885 - - 81,817 47,885 Current assets 2,432 4,484 - 8 2,432 4,492 Total assets 84,249 52,369 - 8 84,249 52,377 Non-current liabilities 90 45 - - 90 45 Current liabilities 22,670 55,222 - 11,284 22,670 66,506 Equity (deficit) attributable to owners 51,316 (2,903) - (11,276) 51,316 (14,179) Non-controlling interest 10,173 5 - - 10,173 5 84,249 52,369 - 8 84,249 52,377 Revenue for the year 2,200 - - - 2,200 - Income (loss) attributable to parent 4,096 - - (22,217) 4,096 (22,217) Income (loss) attributable to NCI 723 - - (4,410) 723 (4,410) Income (loss) for the year 4,819 - - (26,627) 4,819 (26,627) Net cash from (used in) operating activities 495 (12) - (173) 495 (185) Net cash used in investing activities (5,115) (3,271) - (241) (5,115) (3,512) Net cash outflow (4,620) (3,283) - (414) (4,620) (3,697) During the year, advances from the Corporation to Boumadine Global Mining S.A. totaling approximately $63 million were converted into equity, and a non-reciprocal contribution was recognized. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 37
Slide 40 — Notes to Consolidated Financial Statements
27. CONTINGENT LIABILITY On August 5, 2025, the Corporation received net proceeds of $7,219 in connection with the enforcement of liquidated damages against Duro Felguera S.A. ("DF"), the contractor for the mine expansion. The amount received has been applied against Mining assets in production. Subsequent to the disbursement of funds, DF sought to suspend the application and reverse the underlying decision allowing the execution of the performance bonds in several jurisdictions in Spain. To that end, DF filed a procedure seeking to overturn the judgment allowing the payment of security to Aya. The appeal procedure and Aya's response to the appeal have been filed. Their action seeking the suspension of the execution in another jurisdiction was rejected on October 22, 2025. Furthermore, in relation to the termination of the Engineering, Procurement and Construction ("EPC") agreement with DF, they are seeking damages in the approximate amount of $5,500 as well as declaratory relief as regards to the above mentioned liquidated damages, for a total amount of approximately $13,500. The Corporation is seeking a counterclaim for damages exceeding the claim by DF. Management has reviewed the facts and circumstances of the case, together with external legal counsel, and believes that it is not probable that the Corporation will be required to repay any portion of the funds received, in the course of the appeal procedures in Spain, as well as the subsequent claim seeking damages. Accordingly, no provision has been recognized in the consolidated financial statements as at December 31, 2025. However, since the outcome of the appeal and subsequent claim cannot be determined with certainty at this time, any potential repayment, if required, would be recognized in the period in which the obligation becomes probable and can be reliably measured. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (Expressed in thousands of US dollars unless otherwise noted) AYA GOLD & SILVER INC. / CONSOLIDATED FINANCIAL STATEMENTS / YEAR 2025 38