Galiano Gold Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Galiano Gold Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

Condensed Consolidated Interim Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited, expressed in thousands of United States dollars, unless otherwise stated)

TABLE OF CONTENTS

Condensed Consolidated Interim Statements of Financial Position	2

Condensed Consolidated Interim Statements of Operations and Comprehensive Income (Loss)	3

Condensed Consolidated Interim Statements of Changes in Equity	4

Condensed Consolidated Interim Statements of Cash Flow	5

Notes to the Condensed Consolidated Interim Financial Statements	6 - 33

GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
AS AT SEPTEMBER 30, 2025 AND DECEMBER 31, 2024
(In thousands of United States dollars)

		September 30, 2025		December 31, 2024
	Note	$		$
Assets
Current assets
Cash and cash equivalents	5	116,440		105,775
Accounts receivable		76		104
Inventories	6	56,608		42,830
Value added tax receivables		12,965		8,328
Prepaid expenses and other	7	13,935		8,548
		200,024		165,585
Non-current assets
Reclamation deposits		5,295		5,339
Mineral properties, plant and equipment	8	379,899		329,429
		385,194		334,768
Total assets		585,218		500,353

Liabilities
Current liabilities
Accounts payable and accrued liabilities	9	87,554		55,064
Income taxes payable	20	10,251		-
Financial liabilities	22	57,746		9,284
Lease liabilities	10	17,407		15,937
Deferred consideration	11	24,626		23,535
Provisions		6,995		6,995
		204,579		110,815
Non-current liabilities
Lease liabilities	10	23,696		22,935
Deferred and contingent consideration	11	52,716		47,835
Asset retirement provisions	12	73,771		66,060
Other non-current liabilities		13,757		4,939
Deferred tax liabilities	20	14,746		-
		178,686		141,769
Total liabilities		383,265		252,584

Equity
Common shareholders ' equity
Share capital	13	618,982		616,203
Equity reserves		54,211		52,948
Accumulated deficit		(471,811	)	(425,695	)
Total common shareholders' equity		201,382		243,456
Non-controlling interest	15	571		4,313
Total equity		201,953		247,769

Total liabilities and equity		585,218		500,353
Commitments and contingencies	22

The accompanying notes form an integral part of these condensed consolidated interim financial statements .

Approved on behalf of the Board of Directors:

		"Matt Badylak"		"Greg Martin"
		Director		Director

GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(In thousands of United States dollars, except share and per share amounts)

		Three months ended				Nine months ended
		September 30,		September 30,		September 30,		September 30,
		2025		2024		2025		2024
	Note	$		$		$		$

Revenue		114,197		71,130		288,091		166,788

Cost of sales:
Production costs	16	(41,630	)	(32,044	)	(123,175	)	(84,499	)
Depreciation and depletion	8	(15,256	)	(8,341	)	(42,703	)	(16,001	)
Royalties	17	(9,135	)	(4,301	)	(21,515	)	(10,066	)
Total cost of sales		(66,021	)	(44,686	)	(187,393	)	(110,566	)

Income from mine operations		48,176		26,444		100,698		56,222

General and administrative expenses	18	(8,922	)	(1,731	)	(18,986	)	(16,056	)
Exploration and evaluation expenditures		(879	)	(1,809	)	(3,260	)	(4,458	)
Share of net income related to joint venture		-		-		-		2,432
Service fee earned as operators of joint venture		-		-		-		976
Gain on derecognition of equity investment in joint venture		-		-		-		1,416
Income from operations and joint venture		38,375		22,904		78,452		40,532

Transaction costs	4	-		(91	)	-		(2,492	)
Finance income		2,247		1,310		5,297		5,250
Finance expense	19	(42,820	)	(22,623	)	(99,069	)	(36,607	)
Foreign exchange (loss) gain		(3,248	)	(400	)	2,036		(1,511	)
(Loss) income before taxes		(5,446	)	1,100		(13,284	)	5,172

Current income tax expense	20	(21,828	)	-		(21,828	)	-
Deferred income tax expense	20	(14,746	)	-		(14,746	)	-
Net (loss) income and comprehensive (loss) income for the period		(42,020	)	1,100		(49,858	)	5,172

Net (loss) income attributable to:
Common shareholders of the Company		(38,636	)	1,100		(46,116	)	5,172
Non-controlling interest	15	(3,384	)	-		(3,742	)	-
Net (loss) income for the period		(42,020	)	1,100		(49,858	)	5,172

Weighted average number of s hares outstanding:
Basic		258,791,445		256,912,077		257,905,353		248,496,497
Diluted	21	258,791,445		262,052,961		257,905,353		253,662,962

Net (loss) income per share attributable to common shareholders:
Basic		(0.15	)	0.00		(0.18	)	0.02
Diluted		(0.15	)	0.00		(0.18	)	0.02

The accompanying notes form an integral part of these condensed consolidated interim financial statements .

GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(In thousands of United States dollars, except for number of common shares)

								Non-
		Number of		Equity		Accumulated		controlling
		shares	Share capital	reserves		deficit		interest		Total equity
	Note		$	$		$		$		$
Balance as at January 1, 2024		224,972,786	579,619	53,112		(431,813	)	-		200,918
Issuance of common shares:
Business combination, net of share issuance costs	4	28,500,000	32,449	-		-		1,890		34,339
Exercise of stock options	14(a)	3,466,660	4,002	(1,251	)	-		-		2,751
Share-based compensation expense	14(e)	-	-	875		-		-		875
Net income and comprehensive income for the period		-	-	-		5,172		-		5,172
Balance as at September 30, 2024		256,939,446	616,070	52,736		(426,641	)	1,890		244,055

Balance as at January 1, 2025		257,077,946	616,203	52,948		(425,695	)	4,313		247,769
Issuance of common shares:
Exercise of stock options	14(a)	2,282,498	2,682	(847	)	-		-		1,835
Equity-settled long-term incentive plan awards	14(b)	77,996	97	-		-		-		97
Share-based compensation expense	14(e)	-	-	2,110		-		-		2,110
Net loss and comprehensive loss for the period		-	-	-		(46,116	)	(3,742	)	(49,858	)
Balance as at September 30, 2025		259,438,440	618,982	54,211		(471,811	)	571		201,953

The accompanying notes form an integral part of these condensed consolidated interim financial statements .

GALIANO GOLD INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOW
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(In thousands of United States dollars )

		Three months ended				Nine months ended
		September 30,		September 30,		September 30,		September 30,
		2025		2024		2025		2024
	Note	$		$		$		$

Operating activities:
Net (loss ) income for the period		(42,020	)	1,100		(49,858	)	5,172
Adjustments for:
Depreciation and depletion	8, 18	15,285		8,374		42,793		16,102
Share-based compensation	14(e)	5,713		(882	)	7,806		7,242
Share of net income related to joint venture		-		-		-		(2,432	)
Gain on derecognition of equity investment in joint venture		-		-		-		(1,416	)
Transaction costs	4	-		91		-		2,492
Finance income		(2,247	)	(1,310	)	(5,297	)	(5,250	)
Finance expense	19	29,726		22,614		70,373		36,592
Unrealized foreign exchange loss (gain)		1,011		1,134		(1,509	)	1,256
Income tax expense	20	21,828		-		21,828		-
Income taxes paid	20	(11,577	)	-		(11,577	)	-
Deferred income tax expense	20	14,746		-		14,746		-
Operating cash flow before working capital changes		32,465		31,121		89,305		59,758
Change in working capital	23	7,984		(6,672	)	12,850		(17,818	)
Cash provided by operating activities		40,449		24,449		102,155		41,940

Investing activities:
Expenditures on mineral properties , plant and equipment	8	(35,260	)	(22,634	)	(83,336	)	(42,215	)
Net cash and cash equivalents assumed on acquisition		-		-		-		47,502
Transaction costs paid	4	-		(91	)	-		(2,492	)
Redemption of preferred shares in joint venture		-		-		-		25,000
Interest received		879		1,291		2,763		3,572
Purchase of other assets		-		(306	)	(473	)	(306	)
Cash (used in) provided by investing activities		(34,381	)	(21,740	)	(81,046	)	31,061

Financing activities:
Lease liability payments	10	(5,076	)	(4,327	)	(13,798	)	(8,654	)
Shares issued for cash on exercise of stock options	14(a)	978		171		1,835		2,751
Share issuance costs		-		-		-		(40	)
Cash used in financing activities		(4,098	)	(4,156	)	(11,963	)	(5,943	)

Impact of foreign exchange on cash and cash equivalents		(211	)	(676	)	1,519		(1,412	)

Net increase (decrease) in cash and cash equivalents		1,759		(2,123	)	10,665		65,646
Cash and cash equivalents, beginning of period		114,681		123,039		105,775		55,270
Cash and cash equivalents, end of period		116,440		120,916		116,440		120,916

Supplemental cash flow information	23

The accompanying notes form an integral part of these condensed consolidated interim financial statements .

GALIANO GOLD INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Expressed in thousands of United States dollars, unless otherwise stated

1. Nature of operations

Galiano Gold Inc. ("Galiano" or the "Company") was incorporated on September 23, 1999 under the Business Corporations Act of British Columbia, Canada. The Company's head office and principal address is located at 1640 - 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1, Canada. The Company's registered and records office is located at Suite 3500, 1133 Melville Street, Vancouver, V6E 4E5. The Company's common shares trade on the Toronto Stock Exchange and NYSE American Exchange under the ticker symbol "GAU".

Until March 4, 2024, the Company's principal business activity was the operation of the Asanko Gold Mine ("AGM") through a joint venture arrangement (the "JV") associated with the Company's then 45% equity interest in the entity that held the AGM mining licenses and gold exploration tenements (see note 4).

On March 4, 2024, the Company acquired Gold Fields Limited's ("Gold Fields") 45% interest in the AGM (the "Acquisition") and now owns a 90% interest in the AGM with the Government of Ghana continuing to hold a 10% free-carried interest (non-controlling interest). Refer to note 4 for further details on the Acquisition.

The AGM consists of four main open-pit mining areas: Abore, Nkran, Esaase and Miradani North, multiple satellite deposits and exploration projects located on the Asankrangwa Gold Belt in the Amansie West District of the Republic of Ghana ("Ghana"), West Africa.

2. Basis of presentation

(a) Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34 - Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"). These condensed consolidated interim financial statements do not include all of the necessary annual disclosures in accordance with IFRS and should be read in conjunction with the Company's audited consolidated annual financial statements for the year ended December 31, 2024.

These condensed consolidated interim financial statements were authorized for issue and approved by the Company's Board of Directors on November 6, 2025.

The accounting policies followed by the Company in these condensed consolidated interim financial statements are the same as those applied in the Company's audited consolidated annual financial statements for the year ended December 31, 2024.

(b) Basis of presentation and consolidation

These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for financial instruments carried at fair value.

All amounts are expressed in thousands of United States dollars, unless otherwise stated, and the United States dollar is the functional currency of the Company and each of its subsidiaries. References to C$ are to Canadian dollars.

These condensed consolidated interim financial statements incorporate the financial information of the Company and its subsidiaries as at September 30, 2025. Subsidiaries are entities controlled by the Company. Control exists when the Company has power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

2. Basis of presentation (continued)

(b) Basis of presentation and consolidation (continued)

Subsidiaries are included in the consolidated financial statements of the Company from the effective date of acquisition up to the effective date of disposition or loss of control. The results of operations and cash flows of Asanko Gold Ghana Ltd. ("AGGL"), Adansi Gold Company (GH) Ltd. and Shika Group Finance Limited were consolidated commencing on March 4, 2024 (refer to note 4) in the comparative periods.

All significant intercompany amounts and transactions between the Company and its subsidiaries have been eliminated on consolidation.

The principal subsidiaries to which the Company is a party, as well as their geographic locations, were as follows as at September 30, 2025:

Affiliate name	Location	Interest	Classification and accounting method
Galiano Gold South Africa (PTY) Ltd.	South Africa	100%	Consolidated
Galiano International (Isle of Man) Ltd.	Isle of Man	100%	Consolidated
Galiano Gold (Isle of Man) Ltd.	Isle of Man	100%	Consolidated
Galiano Gold Exploration Mali SARL	Mali	100%	Consolidated
Galiano Gold Exploration Ghana Ltd.	Ghana	100%	Consolidated
BUK West Africa Limited	United Kingdom	100%	Consolidated
Asanko Gold Ghana Ltd.¹	Ghana	90%	Consolidated
Adansi Gold Company (GH) Ltd.¹	Ghana	100%	Consolidated
Shika Group Finance Limited¹	Isle of Man	100%	Consolidated
Galiano Gold Netherlands B.V.	Netherlands	100%	Consolidated

¹ From January 1, 2024 to March 3, 2024, the Company equity accounted for its then 45% interest in AGGL and 50% interest in each of Adansi Gold Company (GH) Ltd. and Shika Group Finance Limited.

There were no new accounting standards effective January 1, 2025 that impacted these condensed consolidated interim financial statements.

2. Basis of presentation (continued)

(d) Accounting standards and amendments issued but not yet adopted

The following standards and interpretations, which may be applicable to the Company, have been issued but are not yet effective as of September 30, 2025:

IFRS 18

On April 9, 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements, a new standard on presentation and disclosure in financial statements with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to: the structure of the statement of profit or loss; required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements; and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but may change what an entity reports as its 'operating profit or loss'. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. The Company is evaluating how IFRS 18 will impact the disclosures in its consolidated financial statements in future periods.

IFRS 7 and 9

In May 2024, the IASB issued amendments to the classification and measurement of financial instruments (IFRS 7 and IFRS 9), which included clarification that a financial liability is derecognized on the 'settlement date'; an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system before settlement date if certain conditions are met; clarification on how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance‐linked features; and requires additional disclosures under IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event. The amendments to IFRS 7 and IFRS 9 will be effective for annual reporting periods beginning on or after January 1, 2026. The amendments to IFRS 7 and IFRS 9 are not expected to have a material impact on the Company's consolidated financial statements.

3. Significant accounting judgements and estimates

The preparation of financial statements, in conformity with IFRS, requires management to make judgements, estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes the estimates and assumptions used in these condensed consolidated interim financial statements are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows and reported amounts of assets and liabilities.

The Company's significant accounting judgements and estimates are unchanged as compared to those presented in note 5 of the Company's audited consolidated annual financial statements for the year ended December 31, 2024.

4. Acquisition of control of the AGM

On March 4, 2024, the Company completed the acquisition of Gold Fields' 45% interest in the AGM JV. Following the closing of the Acquisition, the Company owns a 90% interest in AGGL, the entity which holds the AGM's mining concessions and licenses, a 100% interest in Adansi Gold Company (GH) Ltd., an entity which holds exploration licenses in Ghana, and a 100% interest in Shika Group Finance Limited. The Company also acquired a 100% interest in GFI Netherlands B.V. (subsequently renamed to Galiano Gold Netherlands B.V.), the entity through which Gold Fields held its former 45% interest in the JV.

The Company began consolidating the operating results, cash flows and net assets of the AGM commencing on March 4, 2024. Certain previously reported comparative period information has been updated to reflect the impact of the final estimates of fair value of assets acquired and liabilities assumed as disclosed in the Company's audited annual consolidated financial statements for the year ended December 31, 2024.

The total consideration payable to Gold Fields comprised the following:

$65.0 million in cash on closing;
issuance of 28.5 million common shares of the Company on closing;
$55.0 million of deferred consideration comprised of a:
- $25.0 million cash payment on or before December 31, 2025; and
- $30.0 million cash payment on or before December 31, 2026 (collectively "Deferred Consideration")

The Deferred Consideration is to be paid in cash subject to the Company's right to satisfy up to 20% of each payment with common shares of the Company, subject to Gold Fields not owning more than 19.9% of the Company's issued and outstanding common shares at that time; and

$30.0 million cash payment contingently payable upon production of 100,000 gold ounces from the Nkran deposit ("Contingent Consideration").

Gold Fields also received a 1% net smelter return royalty on production from the Nkran deposit beginning upon 100,000 gold ounces being produced, and subject to a maximum of 447,000 gold ounces of production ("Nkran Royalty"). Galiano has a right of first refusal on any full or partial disposition of the Nkran Royalty by Gold Fields.

During the three and nine months ended September 30, 2024, the Company incurred $0.1 million and $2.5 million, respectively, of acquisition-related costs, which were presented as transaction costs in the Statements of Operations and Comprehensive Income (Loss).

The following table highlights the final allocation, as at December 31, 2024, of the purchase price to the assets acquired and liabilities assumed based on the Company's estimates of fair value.

4. Acquisition of control of the AGM (continued)

	Preliminary⁽¹⁾		Adjustments		Final
	$		$		$
Assets acquired
Cash and cash equivalents	112,502		-		112,502
Accounts receivable	102		-		102
Inventories	45,395		(4,237	)	41,158
Value added tax receivables	7,885		-		7,885
Prepaid expenses and other	5,509		-		5,509
Reclamation deposits	5,308		-		5,308
Mineral properties, plant and equipment	230,621		13,963		244,584

Liabilities assumed
Accounts payable and accrued liabilities	(44,469	)	(6	)	(44,475	)
Lease liabilities	(19,176	)	-		(19,176	)
Asset retirement provisions	(45,943	)	(7,594	)	(53,537	)
Net assets acquired	297,734		2,126		299,860
Non-controlling interest	-		(1,890	)	(1,890	)
Net assets attributable to Galiano	297,734		236		297,970

⁽¹⁾ Estimates of the preliminary fair value of assets acquired and liabilities assumed are presented as reported in the Company's condensed consolidated interim financial statements as at March 31, 2024.

5. Cash and cash equivalents

	September 30, 2025	December 31, 2024
	$	$
Cash held in banks	105,914	23,454
Short-term investments	10,526	82,321
Cash and cash equivalents	116,440	105,775

6. Inventories

	September 30, 2025	December 31, 2024
	$	$
Gold dore on hand	1,836	10,216
Gold-in-process	3,625	2,229
Ore stockpiles	35,015	12,117
Supplies	16,132	18,268
Total inventories	56,608	42,830

7. Prepaid expenses and other

	September 30, 2025	December 31, 2024
	$	$
Prepaid expenses	9,502	7,039
Marketable securities	4,433	1,509
Total prepaid expenses and other	13,935	8,548

8. Mineral properties, plant and equipment ("MPP&E")

			Exploration	Plant,
			and	buildings				Assets
	Mineral		evaluation	and		Right-of-		under		Corporate
	interests		assets	equipment		use assets		construction		assets		Total
	$		$	$		$		$		$		$
Cost
As at January 1, 2024	-		-	-		623		-		496		1,119
Acquired under the Acquisition (note 4)	12,421		3,964	180,817		19,176		28,206		-		244,584
Additions	67,060		-	-		27,816		5,658		19		100,553
Change in asset retirement provisions (note 11)	10,628		-	-		-		-		-		10,628
Transfers	17,895		-	14,185		-		(32,080	)	-		-
As at December 31, 2024	108,004		3,964	195,002		47,615		1,784		515		356,884
Additions	76,054		-	1,000		11,157		8,222		65		96,498
Change in asset retirement provisions (note 11)	5,724		-	-		-		-		-		5,724
Transfers	-		-	8,732		-		(8,732	)	-		-
As at September 30, 2025	189,782		3,964	204,734		58,772		1,274		580		459,106

Accumulated depreciation and depletion
As at January 1, 2024	-		-	-		(450	)	-		(444	)	(894	)
Depreciation and depletion expense	(9,970	)	-	(5,672	)	(10,889	)	-		(30	)	(26,561	)
As at December 31, 2024	(9,970	)	-	(5,672	)	(11,339	)	-		(474	)	(27,455	)
Depreciation and depletion expense	(33,203	)	-	(6,630	)	(11,900	)	-		(19	)	(51,752	)
As at September 30, 2025	(43,173	)	-	(12,302	)	(23,239	)	-		(493	)	(79,207	)

Net book value:
As at December 31, 2024	98,034		3,964	189,330		36,276		1,784		41		329,429
As at September 30, 2025	146,609		3,964	192,432		35,533		1,274		87		379,899

8. Mineral properties, plant and equipment ("MPP&E") (continued)

During the three and nine months ended September 30, 2025, additions to mineral interests included capitalized stripping costs at the Abore and Esaase deposits of $11.9 million and $38.9 million, respectively (three and nine months ended September 30, 2024 - $25.5 million and $28.2 million of capitalized stripping costs at Abore, respectively).

During the three and nine months ended September 30, 2025, depreciation and depletion expense recognized in the Statements of Operations and Comprehensive Income (Loss) included a credit of $6.2 million and $9.0 million to depreciation expense, respectively, which was capitalized to inventories (three and nine months ended September 30, 2024 - credit of $0.6 million and $1.0 million to deprecation expense, respectively, which was capitalized to inventories).

Refer to note 18 for depreciation expense on corporate fixed assets, which is recorded within general and administrative expenses.

9. Accounts payable and accrued liabilities

	September 30, 2025	December 31, 2024
	$	$
Supplier payables	31,440	10,570
Accrued liabilities	32,658	24,366
Royalties , mineral rights fees and withholding taxes	12,117	13,189
Current portion of long-term incentive plan liabilities (note 14)	11,339	6,939
Total accounts payable and accrued liabilities	87,554	55,064

10. Lease liabilities

	September 30, 2025		December 31, 2024
	$		$
Balance, beginning of period	38,872		203
Leases assumed in Acquisition (note 4)	-		19,176
Leases entered into during the period (note 8)	11,157		27,816
Lease payments	(13,798	)	(13,400	)
Interest expense (note 19)	4,872		5,077
Total lease liabilities, end of period	41,103		38,872
Less: current portion of lease liabilities	(17,407	)	(15,937	)
Non-current portion of lease liabilities	23,696		22,935

During the three and nine months ended September 30, 2025, the Company incurred $36.7 million and $92.1 million, respectively, relating to variable lease payments under mining services contracts and other mining related contracts which have not been included in the measurement of lease liabilities (three and nine months ended September 30, 2024 - $26.6 million and $49.0 million, respectively).

11. Deferred and contingent consideration

In accordance with the Acquisition agreement, certain consideration payable to Gold Fields is deferred in time or contingent upon certain future events. The Company has recognized the following financial liabilities in accordance with IFRS 9, Financial Instruments ("IFRS 9").

	September 30, 2025		December 31, 2024
	$		$
Deferred Consideration	52,431		50,109
Contingent Consideration	18,677		16,873
Nkran Royalty	6,234		4,388
Total deferred and contingent consideration	77,342		71,370

Less: current portion of Deferred Consideration	(24,626	)	(23,535	)
Non-current portion of deferred and contingent consideration	52,716		47,835

(a) Deferred Consideration

$55.0 million of the aggregate consideration payable to Gold Fields is deferred with $25.0 million due on or before December 31, 2025 and $30.0 million due on or before December 31, 2026. After initial recognition, the Deferred Consideration was measured at amortized cost.

During the three and nine months ended September 30, 2025, the Company recognized accretion expense of $0.8 million and $2.3 million, respectively, in finance expense in the Statements of Operations and Comprehensive Income (Loss) (three and nine months ended September 30, 2024 - $0.7 million and $1.7 million, respectively). The $25.0 million payment due to Gold Fields on or before December 31, 2025 has been presented as a current liability in the Statement of Financial Position.

The following table summarizes the change in the carrying amount of the Deferred Consideration for the nine months ended September 30, 2025 and year ended December 31, 2024:

	September 30, 2025	December 31, 2024
	$	$
Balance, beginning of period	50,109	-
Initial recognition at fair value	-	47,628
Accretion expense (note 19)	2,322	2,481
Balance, end of period	52,431	50,109

(b) Contingent Consideration

$30.0 million of the aggregate consideration payable to Gold Fields is contingent upon 100,000 gold ounces being produced from the Nkran deposit. In accordance with IFRS 3 and IFRS 9, contingent consideration payable by an acquirer in a business combination shall be subsequently measured at fair value through profit or loss. The Company remeasured the fair value of the Contingent Consideration to $18.7 million as of September 30, 2025, and recognized a $0.6 million and $1.8 million fair value adjustment for the three and nine months ended September 30, 2025, respectively, in finance expense in the Statements of Operations and Comprehensive Income (Loss) (three and nine months ended September 30, 2024 - fair value adjustment of $0.5 million and $1.4 million recognized in finance expense, respectively).

In determining the fair value at September 30, 2025, the Company applied the same fair value methodology and assumptions as the December 31, 2024 valuation. The Contingent Consideration falls within level 3 of the fair value hierarchy.

11. Deferred and contingent consideration (continued)

(b) Contingent Consideration (continued)

The following table summarizes the change in the carrying amount of the Contingent Consideration for the nine months ended September 30, 2025 and year ended December 31, 2024:

	September 30, 2025	December 31, 2024
	$	$
Balance, beginning of period	16,873	-
Initial recognition at fair value	-	13,337
Change in fair value during the period	1,804	3,536
Balance, end of period	18,677	16,873

Gold Fields is entitled to a 1% net smelter return royalty on gold revenue generated from the Nkran deposit beginning upon 100,000 gold ounces being produced, and subject to a maximum of 447,000 gold ounces of production. In accordance with IFRS 3 and IFRS 9, contingent consideration payable by an acquirer in a business combination shall be subsequently measured at fair value through profit or loss.

The Company estimated the fair value of the Nkran Royalty by discounting forecast future cash flows at a discount rate of 14.5%. The gold price assumption applied in estimating future royalty payments as of September 30, 2025 was based on a long-term consensus gold price of $2,500 per ounce. The Company remeasured the fair value of the Nkran Royalty to $6.2 million as of September 30, 2025, and recognized a $0.8 million and $1.8 million fair value adjustment for the three and nine months ended September 30, 2025, respectively, in finance expense in the Statements of Operations and Comprehensive Income (Loss) (three and nine months ended September 30, 2024 - fair value adjustment of $0.4 million and $0.7 million, respectively, recognized in finance expense). The Nkran Royalty falls within level 3 of the fair value hierarchy.

The following table summarizes the change in the carrying amount of the Nkran Royalty for the nine months ended September 30, 2025 and year ended December 31, 2024:

	September 30, 2025	December 31, 2024
	$	$
Balance, beginning of period	4,388	-
Initial recognition at fair value	-	3,030
Change in fair value during the period	1,846	1,358
Balance, end of period	6,234	4,388

12. Asset retirement provisions

	September 30, 2025		December 31, 2024
	$		$
Balance, beginning of period	66,060		-
Assumed in Acquisition (note 4)	-		53,537
Change in estimate, post-acquisition	-		8,360
Accretion expense (note 19)	2,139		2,246
Change in estimate (note 8)	5,724		2,268
Reclamation undertaken during the period	(152	)	(351	)
Total asset retirement provisions, end of period	73,771		66,060

The asset retirement provisions consist of reclamation and closure costs for the AGM's mining properties. Reclamation and closure activities include land rehabilitation, dismantling of buildings and mine facilities, ongoing care and maintenance and other costs. As at September 30, 2025, the Company's reclamation cost estimates were discounted using a long‐term risk‐free discount rate of 4.0% (December 31, 2024 - 4.5%).

13. Share capital

(a) Authorized:

Unlimited common shares without par value or restrictions.

(b) Issued and outstanding common shares

	Number of shares	Amount
	$	$
Balance, January 1, 2024	224,972,786	579,619
Issued on closing of Acquisition (note 4), net of issuance costs	28,500,000	32,449
Issued pursuant to exercise of stock options (note 14(a))	3,605,160	4,135
Balance, December 31, 2024	257,077,946	616,203
Issued pursuant to exercise of stock options (note 14(a))	2,282,498	2,682
Equity-settled restricted share units (note 14(b))	77,996	97
Balance, September 30, 2025	259,438,440	618,982

On July 8, 2025, the Company filed a final short form base shelf prospectus (the "Prospectus"), under which the Company may sell from time‐to‐time common shares, warrants, subscription receipts, units, debt securities and/or share purchase contracts of the Company, up to an aggregate of $500 million. The Prospectus has a term of 25‐months from the filing date. As of the date of these financial statements, no securities have been issued under the Prospectus.

14. Equity reserves and long-term incentive plan awards

The Company has a stock option plan and a share unit plan under which restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs") may be awarded to directors, officers, employees and other service providers. All awards under the share unit plan may be designated by the Company's Board of Directors to be settled in either cash, shares or a combination thereof.

Under the two plans, when combined, the number of shares issuable cannot exceed 9% of the issued and outstanding common shares of the Company. Specifically, shares reserved for issuance under the share unit plan, when designated as equity-settled, may not exceed 5% of the issued and outstanding common shares of the Company. Share units designated as cash-settled units at the grant date are not considered in computing the limits of the share unit plan. Share units designated at the time of grant as being settled in either cash or shares, at the Board's discretion, are considered in computing limits under the share unit plan as they may be dilutive upon vesting.

RSUs, PSUs and DSUs granted prior to 2025 may be settled in cash or equity at the discretion of the Board. Given the Company's past practice of settling in cash, these awards have been designated as cash-settled awards at the time of grant, and therefore represent financial liabilities, which are recorded at fair value at each reporting date and adjusted for the completed proportion of the vesting period, with any changes recorded as shared-based compensation expense in the Statements of Operations and Comprehensive Income (Loss). The financial liability associated with these cash-settled awards is recorded in accounts payable and accrued liabilities for amounts expected to be settled within one year of the balance sheet date. A separate long-term incentive plan liability is presented within other non-current liabilities for amounts to be settled more than one year as of the balance sheet date.

The long-term incentive plan awards granted in 2025 have been determined by the Board to be equity-settled upon vesting.

(a) Stock options

Options granted vest in one-third increments every twelve months following the grant date for a total vesting period of three years. Stock options have a maximum term of five years following the grant date. The fair value of stock options granted is determined using the Black Scholes option pricing model.

The following table is a reconciliation of the movement in stock options for the period:

			Weighted average
			exercise price
	Number of Options		C$
Balance, January 1, 2024	12,575,335		0.97
Granted	3,534,000		1.31
Exercised	(3,605,160	)	1.08
Expired/Forfeited	(1,454,336	)	0.98
Balance, December 31, 2024	11,049,839		1.04
Granted	2,494,000		1.81
Exercised	(2,282,498	)	1.11
Forfeited	(855,669	)	1.07
Balance, September 30, 2025	10,405,672		1.20

14. Equity reserves and long-term incentive plan awards (continued)

(a) Stock options (continued)

For stock options granted during the nine months ended September 30, 2025, the following weighted-average assumptions were applied in the Black Scholes option pricing models:

		Assumptions
Expected life of option (years)		3.6
Forfeiture rate		17.6%
Dividend yield		0.0%
Risk-free rate		4.0%
Volatility		56.0%
Black Scholes fair value per option (in US dollars)	$	0.55

The following table summarizes share-based compensation expense recognized on stock options and aggregate gross proceeds received by the Company on stock option exercises for the three and nine months ended September 30, 2025 and 2024:

	Three months ended September 30,		Nine months ended September 30,
	2025	2024	2025	2024
	$	$	$	$
Share-based compensation expense	267	296	725	875
Gross proceeds from stock option exercises	978	171	1,835	2,751

(b) Restricted share units

RSUs granted vest in one-third increments every twelve months following the grant date for a total vesting period of three years. The following table is a reconciliation of the movement in the number of RSUs outstanding for the nine months ended September 30, 2025 and year ended December 31, 2024:

	Number of RSUs
	September 30, 2025		December 31, 2024
Balance, beginning of period	548,284		564,237
Assumed in Acquisition	-		75,760
Granted	223,000		270,000
Settled in cash	(204,581	)	(302,046	)
Settled in common shares	(77,996	)	-
Forfeited	(49,267	)	(59,667	)
Balance, end of period	439,440		548,284

For all RSUs granted during the nine months ended September 30, 2025, the awards vest in three equal tranches over a service period of three years, had an estimated forfeiture rate of 8.8% and a fair value per award of C$1.76 (nine months ended September 30, 2024 - awards granted vest over a service period of three years and had an estimated forfeiture rate of 23.9%). RSU awards granted in 2025 have been classified as equity-settled awards, and therefore the fair value determined on the grant date will be amortized over the vesting period of three years.

14. Equity reserves and long-term incentive plan awards (continued)

(b) Restricted share units

The following table is a reconciliation of the movement in the RSU liability for the nine months ended September 30, 2025 and year ended December 31, 2024:

	September 30, 2025		December 31, 2024
	$		$
Balance, beginning of period	380		265
Assumed in Acquisition	-		30
Awards vested and change in fair value, net of forfeited awards	309		494
Settled in cash	(281	)	(409	)
Equity-settled units transferred to share capital	(97	)	-
Total RSU liability, end of period	311		380
Less : current portion of RSU liability	(251	)	(281	)
Non-current RSU liability, end of period	60		99

PSUs granted prior to December 31, 2023 vest in one-third increments every twelve months following the grant date for a total vesting period of three years. PSUs granted from January 1, 2024 onwards have a cliff vesting feature and vest after a service period of three years.

All PSUs contain a performance criterion applied to the number of units that vest on a yearly basis. The number of units that vest will be determined by the Company's relative share price performance in comparison to a peer group of companies or upon achievement of certain Company strategic objectives. The PSU performance multiplier ranges from 0% to 150%.

The following table is a reconciliation of the movement in the number of PSUs outstanding for the nine months ended September 30, 2025 and year ended December 31, 2024:

	Number of PSUs
	September 30, 2025		December 31, 2024
Balance, beginning of period	1,476,487		2,501,482
Granted	612,000		884,000
Settled in cash	(592,750	)	(1,709,427	)
Added due to performance condition	154,498		191,383
Forfeited	(58,267	)	(390,951	)
Balance, end of period	1,591,968		1,476,487

For all PSUs granted during the nine months ended September 30, 2025, the awards cliff vest after a service period of three years, had an estimated forfeiture rate of 7.0% and a fair value per award of C$1.76 (nine months ended September 30, 2024 - awards cliff vest over a service period of three years and had an estimated forfeiture rate of 20.8%). PSU awards granted in 2025 have been classified as equity-settled awards, and therefore the fair value determined on the grant date will be amortized equally over the vesting period of three years.

14. Equity reserves and long-term incentive plan awards (continued)

The following table is a reconciliation of the movement in the PSU liability for the nine months ended September 30, 2025 and year ended December 31, 2024:

	September 30, 2025		December 31, 2024
	$		$
Balance, beginning of period	927		1,497
Awards vested and change in fair value, net of forfeited awards	879		1,909
Settled in cash	(719	)	(2,479	)
Total PSU liability, end of period	1,087		927
Less: current portion of PSU liability	(528	)	(560	)
Non-current PSU liability, end of period	559		367

(d) Deferred share units

DSUs granted vest over a period of one year and will be paid to directors upon their retirement from the Board of Directors of the Company or upon a change of control.

The following table is a reconciliation of the movement in the number of DSUs outstanding for the nine months ended September 30, 2025 and year ended December 31, 2024:

	Number of DSUs
	September 30, 2025	December 31, 2024
Balance, beginning of period	4,830,900	5,068,275
Granted	962,900	1,045,200
Settled in cash	-	(1,194,975	)
Forfeited	-	(87,600	)
Balance, end of period	5,793,800	4,830,900

For all DSUs granted during the nine months ended September 30, 2025 and 2024, the awards vest quarterly over a service period of one year and had an estimated weighted‐average forfeiture rate of 0.0%. All DSUs granted during the nine months ended September 30, 2025 had a fair value per award of C$1.76. DSU awards granted in 2025 have been classified as equity-settled awards, and therefore the fair value determined on the grant date will be amortized over the vesting period of one year. During the three and nine months ended September 30, 2025, the Company recognized $0.1 million and $1.2 million of share-based compensation expense, respectively, related to equity-settled DSU awards (three and nine months ended September 30, 2024 - nil for both periods as DSU awards granted were designated as cash-settled).

14. Equity reserves and long-term incentive plan awards (continued)

(d) Deferred share units (continued)

The following table is a reconciliation of the movement in the DSU liability for the nine months ended September 30, 2025 and year ended December 31, 2024:

	September 30, 2025		December 31, 2024
	$		$
Balance, beginning of period	6,098		4,695
Awards vested and change in fair value, net of forfeited awards	4,508		3,343
Effect of foreign exchange on DSU liability	(46	)	-
Settled in cash	-		(1,940	)
DSU liability, end of period	10,560		6,098

The financial liability associated with cash-settled DSU awards is presented within accounts payable and accrued liabilities.

(e) Share-based compensation expense

The following table is a summary of share-based compensation expense for the three and nine months ended September 30, 2025 and 2024:

	Three months ended September 30,			Nine months ended September 30,
	2025	2024		2025	2024
	$	$		$	$
Equity-settled awards:
Stock options (note 14(a))	267	296		725	875
Share units	235	-		1,385	-
Share-based compensation expense, equity-settled awards	502	296		2,110	875
Share-based compensation expense, cash-settled awards	5,211	(1,178	)	5,696	6,367
Total share-based compensation expense (note 18)	5,713	(882	)	7,806	7,242

15. Non-controlling interest ("NCI")

	September 30, 2025		December 31, 2024
	$		$
Balance, beginning of period	4,313		-
NCI assumed in Acquisition	-		1,890
Net (loss) earnings attributable to NCI	(3,742	)	2,423
Balance, end of period	571		4,313

The Government of Ghana's 10% free-carried interest in AGGL is considered to be an NCI. No dividends shall be paid to the NCI until such time that AGGL has retained earnings, which is expected to occur in the latter half of the life of mine.

16. Production costs

The following is a summary of production costs by nature recorded by the Company during the three and nine months ended September 30, 2025 and 2024. Note that production costs of the AGM in the comparative period were consolidated by the Company from March 4, 2024 onwards.

	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
	$		$		$		$
Raw materials and consumables	(12,377	)	(12,643	)	(36,732	)	(30,859	)
Salaries and employee benefits	(6,885	)	(5,989	)	(19,203	)	(13,831	)
Contractors	(22,891	)	(6,166	)	(56,936	)	(21,576	)
Change in ore stockpiles, gold-in-process and gold dore inventories	6,545		(1,332	)	6,956		(8,266	)
Insurance, government fees, permits and other	(6,022	)	(5,914	)	(17,260	)	(9,967	)
Total production costs	(41,630	)	(32,044	)	(123,175	)	(84,499	)

17. Royalties

For mining companies in Ghana, the Growth and Sustainability Levy ("GSL") was levied at a rate of 1% of revenues until March 31, 2025. Effective April 1, 2025, the Government of Ghana passed a bill to increase the GSL on gold mining companies from 1% to 3% until December 31, 2028. The Company has presented the GSL within royalties expense in the Statements of Operations and Comprehensive Income (Loss).

18. General and administrative ("G&A") expenses

	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
	$		$		$		$
Wages, benefits and consulting	(2,280	)	(1,963	)	(7,062	)	(5,874	)
Office, rent and administration	(382	)	(252	)	(1,118	)	(1,093	)
Professional and legal	(312	)	(471	)	(1,153	)	(1,120	)
Share-based compensation	(5,713	)	882		(7,806	)	(7,242	)
Travel, marketing, investor relations and regulatory	(206	)	106		(1,036	)	(626	)
Withholding taxes	-		-		(721	)	-
Depreciation	(29	)	(33	)	(90	)	(101	)
Total G&A expense	(8,922	)	(1,731	)	(18,986	)	(16,056	)

19. Finance expense

	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
	$		$		$		$
Unrealized losses on gold hedging instruments (note 24(b))	(25,105	)	(16,552	)	(57,128	)	(22,171	)
Realized losses on gold hedging instruments (note 24(b))	(13,094	)	(2,162	)	(28,696	)	(5,276	)
Interest on lease liabilities (note 10)	(1,591	)	(1,674	)	(4,872	)	(3,529	)
Accretion expense on as set retirement provisions (note 12)	(729	)	(588	)	(2,139	)	(1,489	)
Accretion expense on deferred consideration (note 11(a))	(795	)	(748	)	(2,322	)	(1,722	)
Change in fair value of contingent consideration (notes 11(b) and (c))	(1,426	)	(891	)	(3,650	)	(2,090	)
Other	(80	)	(8	)	(262	)	(330	)
Total finance expense	(42,820	)	(22,623	)	(99,069	)	(36,607	)

20. Income taxes

(a) Current income tax

During the three and nine months ended September 30, 2025, the Company recognized current income tax expense of $21.8 million (three and nine months ended September 30, 2024 - nil) and paid income tax installments totaling $11.6 million. The remaining $10.2 million of current income tax expense has been recorded as income taxes payable due to the Government of Ghana. In Ghana, income tax installments are paid quarterly, with 90% of estimated taxes due by December 31^st of the current tax year. Any remaining tax payments are made upon filing of the annual tax return.

(b) Deferred income tax

During the three and nine months ended September 30, 2025, the Company recognized deferred income tax (“DIT”) expense of $14.7 million (three and nine months ended September 30, 2025 – nil). The DIT expense arises due to the initial recognition of deferred taxes on certain liabilities of the AGM that may not have tax basis at the time those liabilities are expected to be incurred.

The Company's ETR differs from the combined Canadian federal and provincial statutory tax rates of 27% because the current income tax expense arises entirely from taxable income generated in Ghana by the AGM, which is subject to a statutory tax rate of 35%. The Company's other subsidiaries generated tax losses during the period, with no corresponding tax benefit recognized.

(d) Significant developments

There were no changes in tax legislation that materially affected the Company or its subsidiaries during the nine months ended September 30, 2025.

21. (Loss) income per share

For the three and nine months ended September 30, 2025 and 2024, the calculation of basic and diluted (loss) income per share is based on the following data:

	Three months ended September 30,			Nine months ended September 30,
	2025		2024	2025		2024
Net (loss) income attributable to common shareholders	(38,636	)	1,100	(46,116	)	5,172

Number of shares
Weighted average number of ordinary shares - basic	258,791,445		256,912,077	257,905,353		248,496,497
Effect of dilutive stock options	-		5,140,884	-		5,166,465
Weighted average number of ordinary shares - diluted	258,791,445		262,052,961	257,905,353		253,662,962

For the three and nine months ended September 30, 2025, the effect of all potentially dilutive securities was anti‐dilutive given that the Company reported a net loss in those periods.

For the three and nine months ended September 30, 2024, excluded from the calculation of diluted weighted average shares were 558,000 stock options that were determined to be anti-dilutive.

22. Commitments and contingencies

Commitments

The following table reflects the Company's contractual obligations as they fall due as at September 30, 2025 and December 31, 2024.

			Over September 30,		December 31,
	Within 1 year	1 - 5 years	5 years	2025	2024
Accounts payable and accrued liabilities	76,215	-	-	76,215	48,125
Income taxes payable	10,251	-	-	10,251	-
ZCC gold hedges	57,746	13,138	-	70,884	13,758
Long-term incentive plan (cash-settled awards)	11,339	619	-	11,958	7,405
Mining and other services contracts	22,723	44,027	3,302	70,052	44,590
Asset retirement provisions (undiscounted)	-	10,599	69,265	79,864	75,770
Deferred and contingent consideration (undiscounted)	25,000	69,075	2,937	97,012	94,237
Corporate office lease	113	468	-	581	83
Total commitments	203,387	137,926	75,504	416,817	283,968

22. Commitments and contingencies

Commitments (continued)

The zero cost collar ("ZCC") gold hedges commitment represents the mark‐to‐market fair value of the AGM's current gold hedging program. The settlement amount of these hedges, if any, will be dependent on the price of gold at the settlement date. The portion of the ZCC gold hedge liability that is expected to be settled in greater than one year from the balance sheet date is presented within other non‐current liabilities in the Statement of Financial Position. The Company does not apply hedge accounting to the ZCC gold hedges. The ZCC gold hedges are for 5,000 gold ounces per month for the remainder of 2025 and all of 2026. The remaining 2025 ZCC gold hedges have a put strike of $2,000/oz and call strikes ranging between $2,626/oz to $2,645/oz, while the 2026 ZCC gold hedges have a put strike of $2,300/oz and call strikes ranging between $2,962/oz to $3,162/oz.

Long‐term incentive plan commitments due within one year include all DSU awards to directors of the Company, as they are considered to be current liabilities as the timing of those payments is beyond the control of the Company in the event that a director is to retire or there is a change of control.

The Company has a number of mining and other service contracts. These contracts include monthly fixed fees as well as variable cost measures. The contractual obligations disclosed in the above table relate only to the fixed fees payable to the contractors.

The timing of contingent payments to Gold Fields, totaling $42.0 million, is based upon management's best estimate of when payments would be required to be made based upon the current life of mine plan.

Contingencies

Due to the nature of its business, the Company and its subsidiaries may be subject to regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of its business. While the Company cannot reasonably predict the ultimate outcome of these actions, and inherent uncertainties exist in predicting such outcomes, the Company believes that the ultimate resolution of these actions is not reasonably likely to have a material adverse effect on the Company's financial condition or future results of operations.

23. Supplemental cash flow information

The following table discloses non‐cash transactions impacting the Statements of Cash Flow for the periods presented:

	Three months ended September 30,		Nine months ended September 30,
	2025	2024	2025	2024
	$	$	$	$
Change in asset retirement provisions included in MPP&E	1,139	3,051	5,724	11,395
Capitalized leases included in MPP&E	-	-	11,157	27,816

23. Supplemental cash flow information

The following table summarizes the changes in working capital for the three and nine months ended September 30, 2025 and 2024:

	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
	$		$		$		$
Accounts receivable	(18	)	2,909		38		(4,996	)
Inventories	(6,329	)	(2,057	)	(4,753	)	6,133
Value added tax receivables	(3,238	)	(1,840	)	(3,053	)	(5,624	)
Prepaid expenses and deposits	5,378		(445	)	(2,463	)	(60	)
Accounts payable and accrued liabilities	12,191		(5,239	)	23,081		(13,271	)
Change in working capital	7,984		(6,672	)	12,850		(17,818	)

24. Financial instruments

(a) Financial assets and liabilities by categories

	Fair value through
	profit or loss	Amortized cost	Carrying value	Fair value
As at September 30, 2025	$	$	$	$
Financial assets:
Cash and cash equivalents (note 5)	-	116,440	116,440	116,440
Accounts receivable	-	76	76	76
Marketable securities (note 7)⁽¹⁾	4,433	-	4,433	4,433
Total financial assets	4,433	116,516	120,949	120,949

Financial liabilities:
Accounts payable and accrued liabilities ⁽²⁾	11,339	76,215	87,554	87,554
Financial liabilities ⁽²⁾	57,746	-	57,746	57,746
Lease liabilities (note 10)	-	41,103	41,103	41,103
Deferred consideration (note 11(a))	-	52,431	52,431	52,431
Contingent consideration (note 11(b))	18,677	-	18,677	18,677
Nkran royalty (note 11(c))	6,234	-	6,234	6,234
Other non-current liabilities ⁽²⁾	13,757	-	13,757	13,757
Total financial liabilities	107,753	169,749	277,502	277,502

⁽¹⁾ Marketable securities are presented within prepaid expenses and other in the Statement of Financial Position.

⁽²⁾ Accounts payable, financial liabilities, and other non-current liabilities include long-term incentive plan liabilities and gold hedge instrument liabilities, which are measured at fair value through profit or loss.

24. Financial instruments (continued)

	Fair value through
	profit or loss	Amortized cost	Carrying value	Fair value
As at December 31, 2024	$	$	$	$
Financial assets:
Cash and cash equivalents	-	105,775	105,775	105,775
Accounts receivable	-	104	104	104
Marketable securities ⁽¹⁾	1,509	-	1,509	1,509
Total financial assets	1,509	105,879	107,388	107,388

Financial liabilities:
Accounts payable and accrued liabilities ⁽²⁾	6,939	48,125	55,064	55,064
Financial liabilities ⁽²⁾	9,284	-	9,284	9,284
Lease liabilities	-	38,872	38,872	38,872
Deferred consideration	-	50,109	50,109	50,109
Contingent consideration	16,873	-	16,873	16,873
Nkran royalty	4,388	-	4,388	4,388
Other non-current liabilities ⁽²⁾	4,939	-	4,939	4,939
Total financial liabilities	42,423	137,106	179,529	179,529

⁽¹⁾ Marketable securities are presented within prepaid expenses and other in the Statement of Financial Position.

⁽²⁾ Accounts payable and other non-current liabilities include long-term incentive plan and gold hedge instrument liabilities, which are measured at fair value through profit or loss.

(b) Derivative instruments

The Company's derivatives are comprised of ZCC gold hedging instruments. The losses on derivatives for the three and nine months ended September 30, 2025 and 2024 were comprised of the following:

	Three months ended September 30,		Nine months ended September 30,
	2025	2024	2025	2024
	$	$	$	$
Realized losses on ZCC gold hedges	13,094	2,162	28,696	5,276
Unrealized losses on ZCC gold hedges	25,105	16,552	57,128	22,171

The categories of the fair value hierarchy that reflect the inputs to valuation techniques used to measure fair value are as follows:

Level 1: fair values based on unadjusted quoted prices 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 or indirectly; and

Level 3: fair values based on inputs for the asset or liability based on unobservable market data.

24. Financial instruments (continued)

Long-term incentive plan liabilities, Contingent Consideration and the Nkran Royalty are recorded at fair value at the reporting date and fall within Level 3 of the fair value hierarchy. The ZCC gold hedging instruments and marketable securities are also recorded at fair value at the reporting date and fall within Level 1 of the fair value hierarchy.

There were no transfers between the fair value levels during the nine months ended September 30, 2025 or 2024.

Refer to note 11 for a discussion on the valuation techniques applied to the Contingent Consideration and Nkran Royalty. Long-term incentive plan liabilities are valued based on the estimated number of outstanding vested awards multiplied by the Company's share price as of the reporting date. ZCC gold hedging instruments and marketable securities are valued using observable market prices.

(d) Financial instrument risks

The Company has exposure to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives for growth and shareholder returns. The principal financial risks to which the Company is exposed are described as follows.

Credit risk

Credit risk is the risk of an unexpected loss if a customer or the issuer of a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on cash and cash equivalent balances held at banks in Canada, Isle of Man and Ghana. The Company invests its cash and cash equivalents with the objective of maintaining safety of principal and providing adequate liquidity to meet all current obligations. In making allocation decisions, management attempts to avoid unacceptable concentration of credit risk to any single counterparty. The risk of loss associated with cash investments is considered to be low as the majority of the Company's cash and cash equivalents are held with highly rated banking institutions.

As at September 30, 2025, the Company had a $13.0 million value added tax receivable due from the Government of Ghana (December 31, 2024 - $8.3 million). The credit risk associated with value added tax receivables is considered to be low, based on historical collection experience. However, should the Government of Ghana not honour its commitments or default on its obligations, the Company may incur losses.

Liquidity risk

Liquidity risk encompasses the risk that the Company cannot meet its financial obligations as they fall due. The Company manages liquidity risk through a rigorous planning and budgeting process, which is reviewed and updated on a regular basis, to help determine the funding requirements to support current operations, expansion and development plans, and by managing the Company's capital structure. By managing liquidity risk, the Company aims to ensure that it will have sufficient liquidity to settle obligations and liabilities as they fall due.

Through a combination of the Company's cash balance, and interest earned thereon, and cash flows generated by the AGM, the Company believes it is in a position to meet all working capital requirements, contractual obligations, and commitments as they fall due. The Company's cash flows, however, and its ability to meet working capital requirements and contractual obligations are significantly influenced by the price of gold and the performance of the AGM. The Company manages its liquidity by ensuring that it can manage spending and provide adequate cash flow to meet all commitments.

24. Financial instruments (continued)

(d) Financial instrument risks (continued)

Liquidity risk (continued)

As at September 30, 2025, the Company continued to maintain its ability to meet its financial obligations as they come due.

Market Risk

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The average interest rate earned by the Company on its cash and cash equivalents during the nine months ended September 30, 2025 was 4.1% (nine months ended September 30, 2024 - 5.4%). A +/‐1% change in short‐term interest rates during the nine months ended September 30, 2025 and 2024 would not have had a material impact on the Company's net income (loss) for the periods.

The Contingent Consideration and Nkran Royalty are financial liabilities measured at fair value through profit or loss with fair value determined by reference to a discounted cash flow model. Changes in interest rates would impact the discount rate applied to forecast future cash flows, and accordingly the fair value of these financial liabilities. Any change in interest rates would therefore impact the Company's earnings, but would not impact cash payments required to settle these obligations. The following table highlights the sensitivity of the fair values related to these financial liabilities as of September 30, 2025 for a 1% decrease (increase) in the underlying discount rate.

	Change in fair value
	1% increase to		1% decrease to
	discount rate		discount rate
	$		$
Contingent consideration	(560	)	582
Nkran royalty	(273	)	286

(ii) Foreign currency risk

The Company reports its financial statements in US dollars; however, the Company operates in Canada and Ghana which utilizes the Canadian dollar and Ghanaian Cedi, respectively. As a result, the financial results of the Company's operations as reported in US dollars are subject to changes in the value of the US dollar relative to local currencies. Since the Company's gold sales are denominated in US dollars and a portion of the Company's operating and capital costs are in local currencies, the Company may be negatively impacted by strengthening local currencies relative to the US dollar and positively impacted by the inverse.

(iii) Price risk

Price risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from currency risk or interest rate risk. The Company is exposed to gold price risk as changes in the gold price may affect the Company's earnings or the value of its financial instruments. The Company's revenue is directly dependent on gold prices, which have demonstrated significant volatility and are beyond the Company's control.

24. Financial instruments (continued)

(d) Financial instrument risks (continued)

Market risk (continued)

(iii) Price risk (continued)

From time to time, the Company enters into hedging programs to manage its exposure to gold price risk with an objective of margin protection, specifically during periods of forecast elevated capital spend. The Board of Directors continually assess the Company's strategy towards its gold hedging program. The effectiveness of gold hedging programs is directly dependent on the price of gold and can impact the Company's earnings and cash flows, as the Company remeasures hedging instruments to fair value at each reporting date and may incur realized gains or losses at maturity. Refer to note 23(b) for disclosure of realized losses recorded on the Company's gold hedging instruments during the period.

25. Segmented information

Geographic information

As at September 30, 2025, the Company has one reportable segment, being the AGM, and has provided segmented information based on geographic location.

Geographic allocation of total assets and liabilities

	Canada	Ghana	Total
September 30, 2025	$	$	$
Current assets	78,663	121,361	200,024
Mineral properties, plant and equipment	531	379,368	379,899
Other non-current assets	-	5,295	5,295
Total assets	79,194	506,024	585,218
Current liabilities	38,207	166,372	204,579
Non-current liabilities	53,708	124,978	178,686
Total liabilities	91,915	291,350	383,265

	Canada	Ghana	Total
December 31, 2024	$	$	$
Current assets	88,190	77,395	165,585
Mineral properties, plant and equipment	111	329,318	329,429
Other non-current assets	-	5,339	5,339
Total assets	88,301	412,052	500,353
Current liabilities	33,255	77,560	110,815
Non-current liabilities	48,300	93,469	141,769
Total liabilities	81,555	171,029	252,584

25. Segmented information (continued)

Geographic allocation of the Statements of Operations and Comprehensive Income (Loss)

For the three months ended September 30, 2025:

	Canada		Ghana		Total
	$		$		$
Revenue	-		114,197		114,197
Cost of sales:
Production costs	-		(41,630	)	(41,630	)
Depreciation and depletion	-		(15,256	)	(15,256	)
Royalties	-		(9,135	)	(9,135	)
Income from mine operations	-		48,176		48,176

General and administrative expenses	(8,096	)	(826	)	(8,922	)
Exploration and evaluation expenditures	-		(879	)	(879	)
(Loss) income from operations	(8,096	)	46,471		38,375

Finance income	2,116		131		2,247
Finance expense	(2,233	)	(40,587	)	(42,820	)
Foreign exchange gain (loss)	21		(3,269	)	(3,248	)
(Loss) income before income taxes	(8,192	)	2,746		(5,446	)

Current income tax expense	-		(21,828	)	(21,828	)
Deferred income tax expense	-		(14,746	)	(14,746	)
Net loss and comprehensive loss for the period	(8,192	)	(33,828	)	(42,020	)

25. Segmented information (continued)

Geographic allocation of the Statements of Operations and Comprehensive Income (Loss)

For the three months ended September 30, 2024:

	Canada		Ghana		Total
	$		$		$
Revenue	-		71,130		71,130
Cost of sales:
Production costs	-		(32,044	)	(32,044	)
Depreciation and depletion	-		(8,341	)	(8,341	)
Royalties	-		(4,301	)	(4,301	)
Income from mine operations	-		26,444		26,444
General and administrative expenses	(1,448	)	(283	)	(1,731	)
Exploration and evaluation expenditures	-		(1,809	)	(1,809	)
(Loss) income from operations and joint venture	(1,448	)	24,352		22,904

Transaction costs	(91	)	-		(91	)
Finance income	1,224		86		1,310
Finance expense	(1,642	)	(20,981	)	(22,623	)
Foreign exchange gain (loss)	7		(407	)	(400	)
(Loss) income before income taxes	(1,950	)	3,050		1,100

Current income tax expense	-		-		-
Net (loss) income and comprehensive (loss) income for the period	(1,950	)	3,050		1,100

25. Segmented information (continued)

Geographic allocation of the Statements of Operations and Comprehensive Income (Loss)

For the nine months ended September 30, 2025:

	Canada		Ghana		Total
	$		$		$
Revenue	-		288,091		288,091
Cost of sales:
Production costs	-		(123,175	)	(123,175	)
Depreciation and depletion	-		(42,703	)	(42,703	)
Royalties	-		(21,515	)	(21,515	)
Income from mine operations	-		100,698		100,698

General and administrative expenses	(16,651	)	(2,335	)	(18,986	)
Exploration and evaluation expenditures	-		(3,260	)	(3,260	)
(Loss) income from operations	(16,651	)	95,103		78,452

Finance income	4,860		437		5,297
Finance expense	(5,994	)	(93,075	)	(99,069	)
Foreign exchange gain	88		1,948		2,036
(Loss) income before income taxes	(17,697	)	4,413		(13,284	)

Current income tax expense	-		(21,828	)	(21,828	)
Deferred income tax expense	-		(14,746	)	(14,746	)
Net loss and comprehensive loss for the period	(17,697	)	(32,161	)	(49,858	)

25. Segmented information (continued)

Geographic allocation of the Statements of Operations and Comprehensive Income (Loss)

For the nine months ended September 30, 2024:

	Canada		Ghana		Total
	$		$		$
Revenue	-		166,788		166,788
Cost of sales:
Production costs	-		(84,499	)	(84,499	)
Depreciation and depletion	-		(16,001	)	(16,001	)
Royalties	-		(10,066	)	(10,066	)
Income from mine operations	-		56,222		56,222

General and administrative expenses	(14,771	)	(1,285	)	(16,056	)
Exploration and evaluation expenditures	-		(4,458	)	(4,458	)
Share of net income related to joint venture	-		2,432		2,432
Service fee earned as operators of joint venture	976		-		976
Gain on derecognition of equity investment in joint venture	1,416		-		1,416
(Loss) income from operations and joint venture	(12,379	)	52,911		40,532

Transaction costs	(2,492	)	-		(2,492	)
Finance income	3,410		1,840		5,250
Finance expense	(3,825	)	(32,782	)	(36,607	)
Foreign exchange loss	(46	)	(1,465	)	(1,511	)
(Loss) income before income taxes	(15,332	)	20,504		5,172

Current income tax expense	-		-		-
Net (loss) income and comprehensive (loss) income for the period	(15,332	)	20,504		5,172