UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

Commission File Number 001-42170

Collective Mining Ltd.

(Exact name of Registrant as specified in its charter)

Ontario		1040		Not Applicable
(Province or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

82 Richmond Street East, 4^th Floor
Toronto, Ontario
Canada, M5C 1P1
(416) 451-2727

(Address and telephone number of Registrant’s principal executive offices)

Cogency Global Inc.
122 E. 42^nd Street, 18^th Floor
New York, New York 10168
(800) 221-0102

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Shares without par value		CNL		NYSE American LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

☒ Annual information form

☒ Audited annual financial statements

Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by this annual report:

The Registrant had 77,602,208 Common Shares issued and outstanding as of December 31, 2024.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company. ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards)” provided pursuant to Section 13(a) of the Exchange Act. ☐

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

EXPLANATORY NOTE

Collective Mining Ltd. (the “Registrant” or the “Company”) is a Canadian issuer that is permitted under the multi-jurisdictional disclosure system adopted in the United States, to prepare this Annual Report on Form 40-F (this “Annual Report”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder.

PRINCIPAL DOCUMENTS

The following documents, filed as Exhibits 99.1, 99.2 and 99.3 hereto, are incorporated herein by reference into this Annual Report:

A. Annual Information Form of the Company for the year ended December 31, 2024 (the “AIF”).

B. Audited Consolidated Financial Statement of the Company for the years ended December 31, 2024 and 2023, including the reports of independent public registered accounting firm with respect thereto (the “Audited Financial Statements”).

C. Management’s Discussion and Analysis of the Company for the year ended December 31, 2024 (the “MD&A”).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report includes or incorporates by reference certain statements that constitute “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements are subject to risks, uncertainties and contingencies that could cause actual results to differ materially from those expressed or implied. Investors are cautioned not to put undue reliance on forward-looking statements. Applicable risks and uncertainties include, but are not limited to, those identified under the heading “Risk Factors” on page 13 of the AIF, attached as Exhibit 99.1 to this Annual Report and incorporated herein by reference, and under the heading “Risks and Uncertainties” on page 20 of the MD&A, attached as Exhibit 99.3 to this Annual Report and incorporated herein by reference, and in other filings that the Company has made and may make with applicable securities authorities in the future. Additionally, the safe harbor provided in Section 21E of the Exchange Act, and Section 27A of the Securities Act, applies to forward-looking information provided pursuant to “Off-Balance Sheet Arrangements” and “Contractual or Other Obligations” in this Annual Report. Please also see “Cautionary Statement Regarding Forward Looking Information” beginning on page 1 of the AIF and “Caution Regarding Forward-Looking Information” beginning on page 37 of the MD&A. Except as required by applicable law, the Company does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events, or otherwise.

MINERAL RESERVES AND MINERAL RESOURCE ESTIMATES

The disclosure included in or incorporated by reference in this Annual Report uses mineral reserves and mineral resources classification terms that comply with reporting standards in Canada and are made in accordance with National Instrument 43-101—Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian securities administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.

These standards differ significantly from the requirements of the Securities and Exchange Commission (the “SEC”) that are applicable to domestic United States reporting companies. Any mineral reserves and mineral resources reported by the Company in accordance with NI 43-101 may not qualify as such under SEC standards. Accordingly, information included in this Annual Report and the documents incorporated by reference herein that describes the Company’s mineral reserves and mineral resources estimates may not be comparable with information made public by United States companies subject to the SEC’s reporting and disclosure requirements.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this Annual Report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company prepares its Audited Financial Statements, which are filed with this Annual Report, and incorporated herein by reference, in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively, IFRS Accounting Standards), and which are not comparable to financial statements of United States companies.

Unless otherwise indicated, all dollar amounts in this Annual Report (or in documents incorporated herein by reference) are in United States dollars.

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

A. Evaluation of disclosure controls and procedures. Disclosure controls and procedures are designed to ensure that (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in the Company’s reports filed under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer (“CEO”) and its Chief Financial Officer (“CFO”), as appropriate, to allow for timely decisions regarding required disclosure.

At the end of the period covered by this Annual Report, an evaluation was carried out under the supervision of and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). The evaluation included documentation review, enquiries and other procedures considered by management to be appropriate in the circumstances. Based on that evaluation, the Company’s CEO and CFO have concluded that, as of December 31, 2024, the Company’s disclosure controls and procedures were effective.

B. Management’s report on internal control over financial reporting. The information provided in the section entitled “Internal Control Over Financial Reporting And Disclosure Controls And Procedures” in the MD&A filed as Exhibit 99.3 to this Annual Report is incorporated by reference herein.

C. Attestation report of the registered public accounting firm. This Annual Report does not include an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Under Section 3 of the Exchange Act, as a result of the enactment of the Jumpstart Our Business Startups Act (the “JOBS Act”), “emerging growth companies” are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002, which generally requires that a public company’s registered public accounting firm provide an attestation report relating to management’s assessment of internal control over financial reporting. The Company qualifies as an “emerging growth company” and therefore has not included in, or incorporated by reference into, this Annual Report such an attestation report as of the end of the period covered by this Annual Report.

D. Changes in internal control over financial reporting. During the period covered by this Annual Report, no change occurred in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company’s management, including the CEO and CFO, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

NOTICES PURSUANT TO REGULATION BTR

The Company was not required by Rule 104 of Regulation BTR to send any notices to any of its directors or executive officers during the fiscal year ended December 31, 2024.

IDENTIFICATION OF THE AUDIT COMMITTEE

The Company’s board of directors (the “Board”) has established a separately-designated audit committee in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Company’s audit committee are Jasper Bertisen (Chair), Maria Constanza García Botero and Ashwath Mehra.

The charter of the audit committee is attached as Appendix “A” to the AIF which is filed as Exhibit 99.1 to this Annual Report and incorporated herein by reference.

AUDIT COMMITTEE FINANCIAL EXPERT

The Board has determined that it has at least one “audit committee financial expert” (as such term is defined in Form 40-F) serving on its audit committee. The Board has determined that Ashwath Mehra is an audit committee financial expert and is “independent” (as such term is defined under the rules of the NYSE American).

The SEC has indicated that the designation of a person as an audit committee financial expert does not make such person an “expert” for any purpose, impose on such person any duties, obligations or liability that are greater than those imposed on such person as a member of the audit committee and the Board in the absence of such designation and does not affect the duties, obligations or liability of any other member of the audit committee or Board.

CODE OF ETHICS

The Board has adopted a written code of business conduct and ethics, as amended, (the “Code”), by which it and all officers and employees of the Company, including the Company’s principal executive officer, principal financial officer and principal accounting officer or controller, abide. There were no waivers or implicit waivers granted in respect of the Code during the fiscal year ended December 31, 2024. The Code was previously filed with the SEC, is available for viewing on the Company’s website at www.collectivemining.com and is available in print to any shareholder who requests it. Requests for copies of the Code should be made by contacting: Paul Begin at p.begin@collectivemining.com, telephone: (416) 451-2727. Alternatively, requests may be sent by email to 82 Richmond Street, 4^th Floor, Toronto, Ontario, Canada, M5C 1P1. If there is an amendment to the Code, or if a waiver of the Code is granted to any of Company’s principal executive officer, principal financial officer, principal accounting officer or controller, the Company intends to disclose any such amendment or waiver by posting such information on the Company’s website. Unless and to the extent specifically referred to herein, the information on the Company’s website shall not be deemed to be incorporated by reference in this Annual Report. Except for the Code, and notwithstanding any reference to the Company’s website or other websites in this Annual Report or in the documents incorporated by reference herein or attached as exhibits hereto, no information contained on the Company's website or any other site shall be incorporated by reference in this Annual Report or in the documents incorporated by reference herein or attached as exhibits hereto.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

BDO Canada LLP, Ontario, Canada, PCAOB ID No. 01227, is the Company’s external auditor. The information set forth under the heading “Audit Committee Disclosure - External Auditor Service Fees (by category)” in the AIF, filed as Exhibit 99.1 to this Annual Report, is incorporated by reference herein.

PRE-APPROVAL POLICIES AND PROCEDURES

The information set forth under the heading “Audit Committee Disclosure - Pre-Approval Policies and Procedures” in the AIF, filed as Exhibit 99.1 to this Annual Report, is incorporated by reference herein. One hundred percent of the audit-related fees, tax fees and all other fees billed to the Company by its independent auditors were approved by the audit committee.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

CONTRACTUAL AND OTHER OBLIGATIONS

The information provided under the heading “Contractual Obligations, Commitments and Option Agreements” in the MD&A included as Exhibit 99.3 to this Annual Report, is incorporated herein by reference.

NYSE AMERICAN CORPORATE GOVERNANCE

The Company’s Common Shares are listed on the NYSE American. Section 110 of the NYSE American company guide permits NYSE American to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE American listing criteria, and to grant exemptions from NYSE American listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to NYSE American standards is contained on the Company’s website at www.collectivemining.com.

MINE SAFETY DISCLOSURE

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). During the fiscal year ended December 31, 2024, the Company had no mines in the United States subject to regulation by MSHA under the Mine Act.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

The Company has adopted a compensation recovery policy (referred to as the “Executive Compensation Clawback Policy”), which was revised on June 27, 2024, to comply with NYSE American listing standards and Rule10D-1 of the Exchange Act. The Executive Compensation Clawback Policy is filed as Exhibit 97 to this Annual Report. At no time during or after the fiscal year ended December 31, 2024 (as of the date of this Annual Report), was the Company required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the executive Compensation Clawback Policy and, as of December 31, 2024, there was no outstanding balance of erroneously awarded compensation to be recovered from the application of the Compensation Clawback Policy to a prior restatement.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.	Undertaking

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities in relation to which the obligation to file this Annual Report arises, or transactions in said securities.

B.	Consent to Service of Process

The Company has previously filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation to file this Annual Report arises. Any change to the name and address of the agent for service of process shall be communicated promptly to the SEC by an amendment to Form F-X.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on the SEDAR+ System for Electronic Document Analysis and Retrieval at www.sedarplus.ca and on the SEC’s Electronic Data Gathering Analysis and Retrieval (EDGAR) System at www.sec.gov.

EXHIBIT INDEX

Exhibit Number		Description
97		Executive Compensation Clawback Policy
99.1		Annual Information Form of the Company for the year ended December
99.2		Audited Consolidated Financial Statements for the years ended December 31, 2024 and 2023, including the related reports of independent registered accounting firm
99.3		Management’s Discussion and Analysis for the year ended December 31, 2024
99.4		Certification of President and Chief Executive Officer as required by Rule 13a-14(a) under the Exchange Act
99.5		Certification of Chief Financial Officer as required by Rule 13a-14(a) under the Exchange Act
99.6		Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8		Consent of BDO Canada LLP
99.9		Consent of Stewart D. Redwood, FIMMM, FGS
99.10		Consent of David J. Reading
99.11		Consent of John Wells
101		Interactive Data File (formatted as Inline XBRL)
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.

Date: March 26, 2025	COLLECTIVE MINING LTD.

	By:	/s/ Paul Begin
	Name:	Paul Begin
	Title:	Chief Financial Officer and Corporate Secretary

Exhibit 99.2

CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2024

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying annual consolidated financial statements of Collective Mining Ltd. (the “Company”) were prepared by management in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively IFRS Accounting Standards). Management acknowledges responsibility for the preparation and presentation of the annual consolidated financial statements, including responsibility for significant accounting judgements and estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances.

Management has established systems of internal control over the financial reporting process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced.

The Board of Directors of the Company is responsible for ensuring that management fulfills its financial reporting responsibilities and for reviewing and approving the annual consolidated financial statements together with other financial information. An Audit Committee, composed entirely of independent directors of the Company, assists the Board of Directors in fulfilling this responsibility. The Audit Committee, on behalf of the Board of Directors, meets with management to review the internal controls over the financial reporting process, the annual consolidated financial statements together with other financial information of the Company, and the auditor’s report. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the annual consolidated financial statements for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

(signed) Omar Ossma		(signed) Paul Begin

Omar Ossma		Paul Begin
Chief Executive Officer		Chief Financial Officer

Tel: (416) 865-0200
Fax: (416) 865-0887
www.bdo.ca

BDO Canada LLP
222 Bay Street, Suite 2200
Toronto, Ontario
M5K 1H1

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Collective Mining Ltd.

Toronto, Ontario

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Collective Mining Ltd. and its subsidiaries (together, the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for each of the two years in the period ending December 31, 2024 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) (collectively IFRS Accounting Standards).

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Chartered Professional Accountants, Licensed Public Accountants

We have served as the Company’s auditor since 2024.

Toronto, Canada

March 24, 2025

BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

COLLECTIVE MINING LTD.

Consolidated Statement of Financial Position

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

As at	Note	December 31, 2024			December 31, 2023
		$			$
ASSETS
Current assets:
Cash and cash equivalents	15(a)		38,930,957			14,166,196
Receivables and prepaid expenses	6		683,655			347,166
			39,614,612			14,513,362
Non-current assets:
Property, plant and equipment	7		680,062			656,219
VAT receivable	9		2,261,717			1,799,497
			2,941,779			2,455,716
Total assets			42,556,391			16,969,078

LIABILITIES AND EQUITY
Current liabilities:
Account payables and accrued liabilities			2,229,584			2,488,257
Warrants liability	10		3,163,115			1,638,808
Current portion of lease liability	11		82,795			32,918
			5,475,494			4,159,983
Non-current liabilities:
Lease liability	11		72,732			86,779
			72,732			86,779
			5,548,226			4,246,762
Equity:
Share capital	16		102,256,065			53,972,765
Contributed surplus			17,110,478			14,159,005
Deficit			(82,358,377	)		(55,409,454	)
			37,008,166			12,722,316
Total liabilities and equity			42,556,391			16,969,078

Commitments and contingencies	21
Subsequent events	22

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

Approved on behalf of the Board of Directors:

(signed) Ari Sussman		(signed) Jasper Bertisen

Director		Director

COLLECTIVE MINING LTD.

Consolidated Statement of Operations and Comprehensive Loss

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

For the year ended	Note	December 31, 2024			December 31, 2023
		$			$
Expenses
Exploration and evaluation	19(a)		(18,064,865	)		(14,114,631	)
General and administration	19(b)		(5,768,262	)		(5,306,170	)
			(23,833,127	)		(19,420,801	)
Other income (expenses)
Revaluation of warrants liability	10(a),(b)		(2,115,036	)		(1,303,481	)
Foreign exchange gain (loss)			(1,913,870	)		1,000,415
Other income (expense)			5,126			424
Net loss before finance items and income tax			(27,856,907	)		(19,723,443	)
Finance income (expense)
Interest income			1,097,816			668,145
Finance costs	19(c)		(189,831	)		(78,360	)
Net loss before income tax			(26,948,922	)		(19,133,658	)
Income tax			–			–
Net loss and comprehensive loss			(26,948,922	)		(19,133,658	)

Basic and diluted loss per common share	17		(0.33	)		(0.33	)
Weighted average common shares outstanding, basic and diluted	17		68,401,442			58,191,317

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

COLLECTIVE MINING LTD.

Consolidated Statement of Cash Flows

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

For the year ended	Note	December 31, 2024			December 31, 2023
		$			$
Cash flows from (used in) operating activities
Net loss			(26,948,922	)		(19,133,658	)
Items not involving cash and cash equivalents:
Revaluation of warrants liability	10		2,115,036			1,303,481
Finance costs expensed	19(c)		115,974			21,792
Foreign exchange (gain) loss			1,913,870			(1,001,149	)
Share-based compensation	19(b)		1,167,109			1,473,869
Depreciation and amortization	19(a),(b)		339,857			246,124
Net changes in working capital items	20		(1,273,526	)		152,464
			(22,570,602	)		(16,937,077	)
Cash flows from (used in) financing activities
Cash proceeds from issuance of shares	16		47,255,102			21,882,311
Cash costs related to issuance of shares			(2,928,530	)		(1,579,306	)
Financing costs paid			(65,849	)		–
Cash proceeds from warrant exercises	16		4,351,656			1,351,420
Cash received from option exercises	16		798,706			663,132
Lease payments	11		(114,790	)		(54,442	)
			49,296,295			22,263,115
Cash flows from (used in) investing activities
Acquisition of property, plant and equipment	7		(238,925	)		(353,506	)
			(238,925	)		(353,506	)
Net change in cash and cash equivalents during the period			26,486,768			4,972,532
Cash and cash equivalents, opening balance			14,166,196			8,503,274
Foreign exchange effect on cash balances			(1,722,007	)		690,390
Cash and cash equivalents, end of period			38,930,957			14,166,196

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

COLLECTIVE MINING LTD.

Consolidated Statement of Changes in Equity

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

	Note		Number of shares issued and outstanding		Share capital			Contributed surplus		Deficit			Total
					$			$		$			$
Balance January 1, 2024				61,234,906		53,972,765			14,159,005		(55,409,454	)		12,722,316
Issuance of shares – March 2024		16		4,500,000		13,925,729			–		–			13,925,729
Fair value of warrants issued – March 2024				–		(1,193,634	)		–		–			(1,193,634	)
Issuance of shares – October 2024		16		9,276,235		33,329,373			–		–			33,329,373
Share issue costs		16		–		(2,928,530	)		–		–			(2,928,530	)
Exercise of warrants		16		1,836,150		4,351,656			1,784,362		–			6,136,018
Exercise of options		16,18		754,917		798,706			–		–			798,706
Share-based compensation		19(b)		–		–			1,167,110		–			1,167,110
Net loss for the period				–		–			–		(26,948,922	)		(26,948,922	)
Balance December 31, 2024				77,602,208		102,256,065			17,110,478		(82,358,377	)		37,008,166
Balance January 1, 2023				52,771,782		31,655,207			11,558,338		(36,275,796	)		6,937,749
Issuance of shares – Offering March 2023		16		7,060,000		21,882,311			–		–			21,882,311
Share issue costs		16		–		(1,579,306	)		–		–			(1,579,306	)
Exercise of warrants		16		555,550		1,351,420			1,126,799		–			2,478,219
Exercise of options		16,18		847,574		663,133			–		–			663,133
Share-based compensation		19(b)		–		–			1,473,868		–			(1,473,868	)
Net loss for the period				–		–			–		(19,133,658	)		(19,133,658	)
Balance December 31, 2023				61,234,906		53,972,765			14,159,005		(55,409,454	)		12,722,316

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

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

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

NATURE OF OPERATIONS

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

The Company’s common shares began trading on the Toronto Stock Venture Exchange (“TSXV”) on May 20, 2021 under the symbol “CNL”. On July 18, 2022, the Company’s shares began trading on the OTCQX® Best Market under the symbol “CNLMF”. Effective September 6, 2023, CML’s common shares were voluntarily delisted from the TSXV and began trading on the Toronto Stock Exchange (“TSX”) under their current stock symbol “CNL”. Additionally, in 2023, the Company was listed on the Frankfurt Stock Exchange (the FSE) under the symbol “GG1”. On July 17, 2024, CML’s common shares were voluntarily delisted from the OTCQX® Best Market and began trading on the NYSE American LLC under the symbol “CNL”.

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

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

BASIS OF PREPARATION

Statement of Compliance

The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively IFRS Accounting Standards), effective for the year ended December 31, 2024, applicable to companies reporting under IFRS Accounting Standards, and have been consistently applied unless otherwise indicated.

These consolidated financial statements were approved and authorized by the Board of Directors of the Company on March 24^th, 2025.

Basis of Measurement

These consolidated financial statements have been prepared under the historical cost convention except for certain financial assets and financial liabilities, which are measured at fair value.

Basis of Consolidation

Subsidiaries

Subsidiaries are entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date the control ceases. Any remaining interest in the entity is re-measured to fair value on the date when control is lost, with the change in carrying amount recognized in profit or loss.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

The principal wholly owned subsidiaries of the Company, their activities, and their geographic locations as at December 31, 2024 were as follows:

Name	Country of incorporation	Nature of business
Collective Mining Limited	Bermuda	Exploration
Minerales Provenza SAS	Colombia	Intermediate holding company
Minera Campana SAS	Colombia	Exploration

Intercompany transactions, balances and unrealized gains and losses on transactions between group entities are eliminated. Accounting policies of subsidiaries are consistent with the policies adopted by the Company.

Functional and Reporting Currency

The functional currency of the Company and its subsidiaries is the U.S. dollar. Functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates (“IAS 21”). All financial information in these consolidated financial statements has been presented in U.S. dollars, except when otherwise indicated.

CRITICAL ACCOUNTING ESTIMATES, JUDGEMENTS AND ASSUMPTIONS

The preparation of the consolidated financial statements in accordance with IFRS Accounting Standards requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenditures on the financial statements. These estimates and assumptions are based on management’s best knowledge of the relevant facts and circumstances, taking into account previous experience. Actual results could differ from those estimates and such differences could be material. Estimates are reviewed on an ongoing basis and are based on historical experience and other facts and circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively. Information about critical judgements and estimates, assumptions and other sources of estimation uncertainty as at December 31, 2024 that have a risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next year are as follows:

Critical Judgements

(a)

Functional currency:

Management is required to assess the functional currency of each entity of the Company. In concluding the functional currencies of the parent and its subsidiary companies, management considered the currency that both mainly influences the cost of providing goods and services in each jurisdiction in which the Company operates and in which a significant portion of costs are denominated or contracted. While the local currency generally influences the goods and services received in each jurisdiction in which the Company operates, a significant portion of the Company’s costs are denominated, negotiated and/or contracted in U.S. dollars, the majority of which relate to exploration activities. In addition, the Company also considered secondary indicators including the currency in which funds from financing activities are retained by the parent to fund subsidiary operations. The assessment of the above aforementioned factors in subjective and involved significant management judgement.

(b)

VAT Receivable:

The company recognizes a long-term VAT receivable on purchases and expenses in the period in which the underlying transaction occurs. VAT incurred on purchases and expenses related to taxable activities is recorded as receivable and included in the total long-term VAT receivable.

The company adheres to the VAT recovery regulations set forth by the Colombian tax authority, the Dirección de Impuestos y Aduanas Nacionales (DIAN). The VAT receivable is recognized based on the principles of causality, proportional deduction, and compliance with documentary requirements as stipulated by Colombian tax laws. The recovery of the VAT receivable is subject to meeting the requirements for deductibility, including the possession of valid VAT invoices or equivalent documents issued by registered suppliers. The company regularly assesses its VAT positions and ensures compliance with relevant tax laws and regulations.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

In assessing the recovery of VAT receivable, the company considers various factors such as the growth projections of its taxable activities, changes in business operations, and potential adjustments in VAT legislation. The assessment is inherently subjective and involve significant management judgment. They are based on management’s historical experience, current trends, and expectations of future economic conditions.

Critical Estimates

(c)

Warrants and share-based compensation:

The Company issues common share purchase warrants as part of unit placements in equity financing raises and also provides compensation benefits to employees, consultants, directors and officers through a stock option plan. The fair value of each warrant is estimated using the Binomial pricing model and the fair value of each option award is estimated using the Black-Scholes option pricing model. The binomial pricing model and Black-Scholes option pricing models involve the use of significant estimates including expected volatility, interest rates, expected life and forfeitures. Expected volatility is based on historical company’s own volatility. The risk-free rate for the expected term of the warrant or option is based on the Government of Canada yield curve in effect at the time of issue or grant. Management judgement is utilized to estimate option forfeiture behaviour with the valuation model in respect of options.

SUMMARY OF MATERIAL ACCOUNTING POLICIES

(a)

Foreign currency translation

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions or valuation where items are re-measured. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the period-end exchange rate. Non-monetary items which are measured at historical cost in a foreign currency are translated at the exchange rate at the date of the initial recognition of the transaction. Revenue, expense items and property, plant and equipment are translated using the rate at the date of the transaction, except for depreciation and amortization, which are translated at historic rates.

(b)

Financial instruments

Measurement – Initial Recognition

Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. On initial recognition, all financial assets and liabilities are recorded at fair value, net of attributable transaction costs, except for financial assets and liabilities classified as fair value through profit or loss (“FVTPL”). Transaction costs of financial assets and liabilities classified as at FVTPL are expensed in the period in which they are incurred.

Subsequent measurement of financial assets and liabilities depends on the classifications of such assets and liabilities. Management determines the classification on initial recognition.

Financial Assets

Financial assets are classified and measured at FVTPL, fair value through other comprehensive income (“FVOCI”), or amortized cost, as appropriate. The classification depends on the purpose for which the financial assets were acquired.

Financial assets are classified as FVTPL when the financial asset is either held for trading or is designated as FVTPL. Realized and unrealized gains and losses arising from changes in fair value are recognized in profit or loss.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

Financial assets classified as FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election on initial recognition to measure the assets at FVOCI. The Company currently has no financial assets classified as FVOCI.

Financial assets at amortized cost are non-derivative financial assets that are held for collection of contractual cash flows, where those cash flows represent repayments of principal and interest.

The Company’s cash and cash equivalents and receivables are classified as financial assets at amortized cost.

Financial liabilities and equity

Debt and equity instruments are classified as either financial liabilities or equity in accordance with the substance of the contractual arrangements.

Financial liabilities are measured at amortized cost unless they are required to be measured at FVTPL or the Company has elected to measure the financial liability at FVTPL.

The Company’s accounts payable and accrued liabilities are classified as financial liabilities at amortized cost.

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized as proceeds received, net of direct issue costs.

Derivatives

Derivative assets and liabilities include derivative financial instruments that do not qualify as hedges or are not designated as hedges and are classified as FVTPL.

Warrants Liability

From time to time, the Company has common share purchase warrants denominated in Canadian dollars, which are classified as derivative financial liabilities, presented as warrants liability and measured at fair value until the instruments are exercised or extinguished (“Warrants”). Fair value of exercised warrants is transferred to contributed surplus at the exercise date. Warrants that expire unexercised are considered extinguished. Gains or losses on extinguishment are recognized in profit or loss. Proceeds from unit placements are allocated between shares and Warrants issued on the residual fair value method to the shares within the unit. Fair value for the Warrants is determined using the Binomial pricing model. Incremental costs directly attributable to unit placements, are allocated on a pro-rata basis between shares and Warrants, with the portion allocated to Warrants recognized as an expense in the statement of operations and comprehensive loss. Any gain or loss arising from the revaluation of a Warrant, is recognized in profit or loss.

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire or are transferred or when the Company no longer retains substantially all the risks and rewards of ownership. On derecognition, the difference between the carrying amount measured at the date of derecognition and consideration received is recognized in profit or loss, except for financial assets at FVOCI, for which the cumulative gain or loss remains in accumulated other comprehensive income or loss and is not reclassified to profit or loss.

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gain or loss recognized in profit or loss.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

(c)

Cash and cash equivalents

Cash and cash equivalents include cash on hand or on deposit with banks, short-term investments which are readily convertible into cash, or which have maturities of 90 days or less.

(d)

VAT Receivable

The recovery of the VAT receivable is subject to meeting the requirements for deductibility, including the possession of valid VAT invoices or equivalent documents issued by registered suppliers. The company regularly assesses its VAT positions and ensures compliance with relevant tax laws and regulations.

(e)

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. The cost of an asset consists of its purchase price, any directly attributable costs of bringing the asset to its present working condition and location 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.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably.

Depreciation of an asset begins when it is available for use, that is when it is in the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation of each asset is calculated using the straight-line method or units of production, as appropriate, to allocate its cost less its residual value over its estimated useful life, as follows:

Buildings and facilities		10-30 years
Computer equipment		3 years
Exploration equipment and structures		3-10 years
Leasehold improvement		3-4 years

The assets’ residual values and useful lives are reviewed, and adjusted, if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the statement of operations and comprehensive loss.

(f)

Exploration and evaluation expenditures, mineral interests and mineral development costs

Exploration and evaluation expenditures relate to those activities involving the search for mineral deposits with economic potential, the process of obtaining more information about existing mineral deposits, the determination of technical feasibility and the assessment of commercial viability of a mineral interest.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

The Company expenses all exploration and evaluation expenditures, including all expenditures incurred under option agreements, within an area of interest until management determines the mineral interest to be technically feasible and commercially viable.

Technical feasibility and commercial viability of a mineral interest generally coincide with the establishment of proven and probable reserves; however, this determination may be impacted by management’s assessment of certain modifying factors, including, but not limited to the status of environmental permit applications and the status of mining leases or permits. Upon demonstrating technical feasibility and commercial viability, all subsequent costs directly relating to the development and advancement of the related mineral interest are capitalized as mineral development costs within properties, plant and equipment.

(g)

Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and a lease liability at the lease commencement date.

Right-of-use assets

The right-of-use asset is initially measured based on the initial amount of the lease liability, adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. Right-of-use assets are classified within property, plant and equipment in the consolidated statement of financial position.

The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option.

Lease liabilities

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

The lease liability is measured at amortized cost using the effective interest method. Interest recognized on the consolidated statement of operations and comprehensive loss is classified as a financing cost.

The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. A corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero upon remeasurement of the liability.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

(h)

Provisions

Provisions are recognized when a present legal or constructive obligation exists as a result of past events, and it is probable that an outflow of resources that can be reliably estimated will be required to settle the obligation. Where the effect is material, the provision is discounted using an appropriate credit-adjusted risk- free rate.

(i)

Share capital and contributed surplus

Share capital

Amounts received for the issuance of shares are recognized as an increase in share capital, including amounts received upon exercise of options or warrants. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from share capital.

Proceeds from unit placements are allocated between shares and warrants issued on the residual fair value method to the shares within the unit and using the Binomial pricing model to determine fair value for the warrants. Incremental costs directly attributable to unit placements, are allocated on a pro-rata basis between shares and warrants, with the portion allocated to shares recognized as a deduction from share capital.

Contributed surplus

Additional capital contributions received with no corresponding issuance of shares are recognized as contributed surplus. Upon exercise of Warrants, the fair value of the Warrants on the date of exercise are recognized in contributed surplus.

Contributed surplus – share-based payments

The Company has a stock option plan for its employees, directors and other eligible participants (“Participants”).

Stock options are granted to Participants to purchase common shares at a price determined at the time of grant. Fair value for stock options granted is determined on grant date using the Black-Scholes option-pricing model. Share-based compensation expense is recorded over the period the options vest, with a corresponding increase to contributed surplus. The Company issues new common shares to satisfy stock option exercises, with the proceeds received, net of any directly attributable transaction costs, credited to share capital.

(j)

Share-based payments

The Company has a stock option plan for its employees, directors and other eligible participants (“Participants”).

Stock options are granted to Participants to purchase common shares at a price determined at the time of grant. Fair value for stock options granted is recognized on a graded vesting method of amortization over the period during which the employee becomes entitled to exercise these equity instruments. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest and the share-based compensation expense is recorded, with a corresponding increase to contributed surplus.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

(k)

Loss per share

Basic loss per share is computed by dividing loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. The computation of diluted earnings per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share. The dilutive effect of outstanding options and their equivalents are reflected in diluted earnings per share by application of the treasury stock method. The treasury stock method calculates the dilutive effect of share options assuming that the proceeds to be received on the exercise of share options are applied to repurchase common shares at the average market price of the period.

(l)

Income taxes

Current income taxes are recognized for the estimated income taxes payable or recoverable for the current year. Deferred income tax assets and liabilities are recognized for temporary differences between the tax and accounting bases of assets and liabilities. Deferred income tax assets and liabilities are measured using substantially enacted tax rates that apply for the years in which the temporary differences are expected to be recovered or settled. Deferred income tax assets are recognized to the extent that it is probable that the asset will be realized.

5.	NEW ACCOUNTING STANDARDS

The following new standards and amendments to existing standards were issued by the IASB and are expected to be adopted by the Company in 2025 or later.

(a)

IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”) - In April 2024, IFRS 18, was issued to achieve comparability of the financial performance of similar entities. The issuance of IFRS 18 is expected to have a substantive impact on financial statements, including potential changes to the structure of the income statement and various disclosure requirements. The standard, which replaces IAS 1, “Presentation of Financial Statements”, impacts the presentation of primary financial statements and notes, including the statement of earnings where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements, and requires retrospective application. The Company is assessing the potential impact of the standard on its consolidated financial statements.

6.	RECEIVABLES AND PREPAID EXPENSES

Receivables and prepaid expenses are made up of the following:

As at	December 31, 2024		December 31, 2023
	$		$
Prepaid expenses		517,442		280,616
Advance to suppliers		72,082		48,179
Other receivables (a)		94,131		18,371
		683,655		347,166

(a)

Other receivables

Included in other receivables is $79,692 (December 31, 2023 – $18,371) of Harmonized Sales Tax (“HST”) refund receivable in Canada.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

7.	PROPERTY, PLANT AND EQUIPMENT

Property, plant and Equipment consist of the following:

	Land and Buildings			Exploration Equipment and structures			Computer Equipment			Leasehold Improvement			Right of use assets (a)			Total
	$			$			$			$			$			$
Opening net book value, January 1, 2024		62,075			335,433			64,636			87,541			106,534			656,219
Additions		–			133,217			29,905			75,800			124,778			363,700
Depreciation (b)		(3,326	)		(124,946	)		(60,418	)		(66,370	)		(84,797	)		(339,857	)
Net book value, December 31, 2024		58,749			343,704			34,123			96,971			146,515			680,062
Balance, December 31, 2024
Cost		65,876			605,459			220,469			295,611			244,628			1,432,043
Accumulated depreciation		(7,127	)		(261,755	)		(186,346	)		(198,640	)		(98,113	)		(751,981	)
Net book value		58,749			343,704			34,123			96,971			146,515			680,062

	Land and Buildings			Exploration Equipment and structures			Computer Equipment			Leasehold Improvement			Right of use assets (a)			Total
	$			$			$			$			$			$
Opening net book value, January 1, 2023		–			193,363			86,281			121,103			92,829			493,576
Additions		65,876			222,387			41,343			23,900			119,850			473,356
Disposals and write-downs		–			–			–			–			(64,589	)		(64,589	)
Depreciation (b)		(3,801	)		(80,317	)		(62,988	)		(57,462	)		(41,556	)		(246,124	)
Net book value, December 31, 2023		62,075			335,433			64,636			87,541			106,534			656,219
Balance, December 31, 2023
Cost		65,876			472,243			190,563			219,809			119,850			1,068,341
Accumulated depreciation		(3,801	)		(136,810	)		(125,927	)		(132,268	)		(13,316	)		(412,122	)
Net book value		62,075			335,433			64,636			87,541			106,534			656,219

(a)

Right of use assets

Right of use assets as at December 31, 2024, are comprised of two warehouse leases each with an initial term of 3 years plus an extension for an additional term of 1 year, and one office lease with an initial term of 1 year plus an extension for an additional term of 1 year. The value of additions is determined as the present value of lease payments at the inception of the lease (see Note 11).

(b)

Depreciation

Depreciation expense for the year ended December, 31 2024 of $339,857 (year ended December 31, 2023 of $246,124) was recognized within exploration and evaluation expenses and general and administration expenses in the consolidated statement of operations and comprehensive loss (See Notes 19(a),(b)).

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

8.	MINERAL INTERESTS

(a)

Guayabales Project

The Guayabales project is comprised of exploration applications, exploration titles, two option agreements and a number of surface rights agreements. The Guayabales Project is located in the Middle Cauca belt in the Department of Caldas, Colombia.

The Company entered into two option agreements (the “First Guayabales Option” and the “Second Guayabales Option”) with third parties to explore, develop and acquire property within the Guayabales Project.

In October 2023 and May 2024, the Company secured option agreements to purchase surface rights (see Note 21).

Details of the two first option agreements are as follows:

First Guayabales Option

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

Phase 1:

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

Phase 2:

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

Phase 3:

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

▪

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

▪

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

▪

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

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

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

Summary:

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

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

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

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

For the year ended December 31, 2024, the Company has recognized $9,638,126 (year ended December 31, 2023 – $9,164,527), including option payments of $416,666 (year ended December 31, 2023 –$500,000), as exploration and evaluation expense in the consolidated statement of operations in respect of the First Guayabales Option.

As at December 31, 2024, and from inception of the agreement, the Company has recognized a total of $28,857,630 as exploration and evaluation expenditures in respect of the minimum expenditures required under the Option agreement and has made total option payments of $2,166,666 required within the agreement.

ii.

Second Guayabales Option

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

Phase 1:

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

Phase 2:

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

Phase 3:

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

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

Summary:

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

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

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

For the year ended December 31, 2024, the Company has recognized $1,737,429 (year ended December 31, 2023 – $nil), including option payments of $250,000 (year ended December 31, 2023 – $nil), as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss in respect of Phase I of the Second Guayabales Option.

As at December 31, 2024, and from inception of the agreement, the Company has made total option payments of $1,500,000.

iii.

Surface Rights Agreements

October 2023

On October 17, 2023, the Company entered into two option agreements with third parties to acquire surface rights over a four-year period. These option agreements replace and supersede the previous option agreements to acquire surface rights. The option agreements provide the Company the right to explore and acquire the property over a four-year term, expiring on April 30, 2027, for total payments over the term of the agreements of $4,400,000.

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

For the year ended December 31, 2024, the Company has recognized option payments of $825,000 (year ended December 31, 2023 – $600,000), as exploration and evaluation expense in the annual consolidated statement of operations.

As at December 31, 2024, and from inception of the agreement, the Company has made total option payments of $1,425,000.

May 2024

On May 23, 2024, the Company entered into three option agreements with third parties to acquire surface rights. The option agreements provide the Company the right to explore and acquire the property. One agreement concludes on April 23, 2025, one agreement concludes on August 23, 2025, and the other one concludes on September 23, 2027. Upon conclusion of each agreement, the Company becomes the owner of the mentioned surface rights. Total payments over the term of the three agreements is $294,000.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

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

For the year ended December 31, 2024, the Company has recognized option payments of $214,650, as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss.

(b)

San Antonio Project

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

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

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

For the year ended December 31, 2024, the Company has recognized a total of $634,715 (year ended December 31, 2023 – $310,633), including option payments of $250,000 (year ended December 31, 2023 – $150,000) as exploration and evaluation expense in the annual consolidated statement of operations and comprehensive loss.

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

As at December 31, 2024, and from inception of the agreement, the Company has made total option payments of $580,000.

LONG-TERM VAT RECEIVABLE

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

10.

WARRANTS LIABILITY

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

	Year ended December 31, 2024						Year ended December 31, 2023
	Number of warrants			$			Number of warrants			$

Opening balance		1,836,150			1,638,808			2,391,700			1,462,126
Subscription Warrants issued – March 2024 (b)		2,250,000			1,193,632			–			–
Warrants exercised		(1,836,150	)		(1,784,361	)		(555,550	)		(1,126,799	)
Fair value revaluation of warrants liability (a) (b)		–			2,115,036			–			1,303,481
Balance		2,250,000			3,163,115			1,836,150			1,638,808
Current portion		(2,250,000	)		(3,163,115	)		(1,836,150	)		(1,638,808	)
Long-term portion		–			–			–			–

(a)

Subscription Warrants – October 2022 Offering

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

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

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

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

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

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

For the year ended December 31, 2024, the Company recognized a derivative loss of $145,555 (year ended December 31, 2023 – derivative loss of $1,303,481) in the annual consolidated statement of operations and comprehensive loss for the revaluation of the Warrants.

As at December 31, 2024, there were no outstanding Subscription Warrants – October 2022 Offering and the balance of the warrants was $nil. As of April 25, 2024, all 2,391,700 Subscription Warrants – October 2022 were exercised with total proceeds received of $5,702,773 (C$7,773,025) representing the exercise of all Subscription Warrants.

(b)

Subscription Warrants – March 2024 Offering

On March 4, 2024, the Company closed a strategic investment by a single purchaser on a non-brokered private placement (the “March 2024 Offering”) of C$18,900,000 ($13,925,729). The March 2024 Offering consisted of the sale of 4,500,000 Units at a price of C$4.20 per Unit.

Each Unit was comprised of one common share in the capital of the Company (“Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share, subject to standard anti-dilution provisions, at a price of $5.01 until March 4, 2027, however the Company has the right to accelerate the expiry of the Subscription Warrants to the date which is 30 trading days following the date a notice is provided in the event that the Company’s closing price on the TSX remains equal to or higher than $6.00 for 20 consecutive trading days following the date that is 24 months after the Closing Date.

The Warrants are classified as derivative financial liabilities as they are denominated in Canadian dollars and the Company’s functional currency is the US dollar. Proceeds from the March 2024 Offering are allocated between Common Shares and Subscription Warrants based on the residual fair value method within the unit.

The issue date fair value of the Warrants was determined to be C$0.72 per warrant with the resulting allocation of the total proceeds for the March 2024 Offering being:

	C$		$
Warrants liability – Subscription Warrants		1,620,000		1,193,634
Share capital – Subscription Shares		17,280,000		12,732,095
Total gross proceeds		18,900,000		13,925,729

For the year ended December 31, 2024, the Company recognized a derivative loss of $1,969,481 in the annual consolidated statement of operations and comprehensive loss for the revaluation of the Warrants.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

Fair value for the Subscription Warrants was determined using the Binomial pricing model following weighted average assumptions as at December 31, 2024:

Weighted average share price	C$5.97
Weighted average risk-free interest rate	3.09	%
Weighted average dividend yield	Nil
Weighted average stock price volatility	52.56	%
Weighted average period to expiry (years)	2.17

11.

LEASE LIABILITIES

As at	December 31, 2024			December 31, 2023
	$			$
Opening balance		119,697			76,611
New leases during the year		124,778			119,850
Termination of lease agreement		–			(62,860	)
Lease payments		(114,790	)		(54,442	)
Interest accretion expense		50,126			21,792
Foreign exchange		(24,284	)		18,746
Balance		155,527			119,697
Current portion		(82,795	)		(32,918	)
Long-term portion		72,732			86,779

The lease liabilities were measured on inception of the lease at the present value of the lease payments over the lease term, discounted using a weighted average discount rate of 30.54%, based on the Company’s incremental borrowing rate.

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

For the year ended December 31, 2024, the Company made lease payments of $275,451 (year ended December 31, 2023 – $105,115) for contracts with terms of 12 months or less and which were recognized as lease expense within exploration and evaluation expenses.

12.

INCOME TAXES

The Company is incorporated in Ontario, Canada and is subject to income taxes at a combined federal and provincial statutory rate as at December 31, 2024 and 2023 of 26.5%. The tax on the Company’s net income (loss) before tax differs from the amount that would arise using the tax rate applicable to the Company as follows:

As at	December 31, 2024			December 31, 2023
				$
Net loss before income taxes		(26,948,922	)		(19,133,658	)
Expected income tax recovery		(7,141,464	)		(5,070,420	)
Foreign tax rates differences		(226,755	)		312,514
Non-deductible items		1,115,325			680,726
Adjustments in respect of prior years		142,541			(45,055	)
		(6,110,353	)		(4,122,235	)
Change in unrecognised deferred tax assets		6,110,353			4,122,235
Income tax expense (recovery)		–			–

The Company and its subsidiaries have not generated any taxable profit in 2024 and 2023. As the Company is in the exploration stage, it is not probable that any tax benefit from available tax losses and tax assets will be realized in the future and therefore, the Company has not recognized their effect in the consolidated statements as at December 31, 2024.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

Tax losses and tax assets available in Canada and Colombia to reduce income taxes payable in the future, for which the effect has not been recognized in the consolidated financial statements as at December 31, 2024 are as follows:

As at	December 31, 2024		Expiry Date	December 31, 2023		Expiry Date
	$			$
Tax loss – Colombia (a)		13,020,087	2025-2036		32,438,838	2024-2035
Intangibles – Colombia (a)		36,669,901	2025-2034		–	2024-2033
Fixed assets and others – Colombia		609,182	2025-2034		722,482	2024-2033
Tax loss – Canada		12,153,714	2025-2044		7,149,449	2024-2043
Transaction costs - Canada		177,233	No expiry		177,233	No expiry
Financing costs – Canada		3,655,706	No expiry		1,843,299	No expiry

(a)

Exploration expenses incurred in Colombia are recognized as part of intangible assets for tax purposes resulting in a reclassification between the tax loss and intangible tax pools.

Underlying tax losses and tax assets in Colombia are denominated in Colombian pesos.

13.

RELATED PARTY TRANSACTIONS

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

Compensation of key management personnel

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

	For the year ended December 31, 2024		For the year ended December 31, 2023
	$		$
Management salaries and benefits		1,303,494		1,334,590
Share-based payments		302,191		407,115
		1,605,685		1,741,705

In accordance with IAS 24, key management personnel are those having authority and responsibility for planning, directing, and controlling the activities of the Company.

14.

FINANCIAL INSTRUMENTS

Financial Instrument Disclosures

Details of the significant accounting policies and methods adopted (including the criteria for recognition, the bases of measurement and the bases for recognition of income and expenses) for each class of financial asset and financial liability are disclosed in Note 4.

Fair value measurement

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

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

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

Level 1:

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

Level 2:

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

Level 3:

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

The carrying values for financial assets and liabilities for cash and cash equivalents, accounts payable and accrued liabilities approximate their fair values as at December 31, 2024.

Other financial liabilities as at December 31, 2024 and 2023 were as follows:

As at December 31, 2024	FVTPL		FVOCI		Amortized Cost		Total
	$		$		$		$
Financial liabilities
Warrants liability (level 2)		3,163,115		–		–		3,163,115
Lease liabilities (level 2)		–		–		155,527		155,527
		3,163,115		–		155,527		3,318,642

As at December 31, 2023	FVTPL		FVOCI		Amortized Cost		Total
	$		$		$		$
Financial liabilities
Warrants liability (level 2)		1,638,808		–		–		1,638,808
Lease liabilities (level 2)		–		–		119,697		119,697
		1,638,808		–		119,697		1,758,505

There were no transfers between the fair value hierarchy during the year ended December 31, 2024.

15.

FINANCIAL AND CAPITAL RISK MANAGEMENT

(a)

Financial Risk Management

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

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

Financial Risk Factors

Foreign currency risk

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

At year end the exchange rate was COP:US$ 4,409.15 based on Banco de la Republica - Colombia (COP:US$ 3,822.05 in 2023), and COP:US$ 4,071.35 was the average in 2024 (COP:US$ 4,325.05 was the average in 2023).

At year end the exchange rate was CAD:US$ 0.6950 based on Bank of Canada (CAD:US$ 0.7561 in 2023), and CAD:US$ 0.7300 was the average in 2024 (CAD:US$ 0.7402 was the average in 2023).

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

The Company had the following foreign currency balances:

As at December 31, 2024	Foreign Currency	Foreign Balance			$
Cash and cash equivalents	COP (000’s)		1,194,733			270,967
Cash and cash equivalents	CAD		42,518,337			29,549,195
Receivables	COP (000’s)		1,597,666			362,352
Long-Term VAT Receivable	COP (000’s)		9,972,248			2,261,717
Receivables	CAD		114,670			79,693
Accounts payable and accrued liabilities	COP (000’s)		(6,860,475	)		(1,555,963	)
Accounts payable and accrued liabilities	CAD		(24,324	)		(16,904	)
Warrants liability	CAD		(4,551,406	)		(3,163,115	)
Lease liability	COP (000’s)		(685,742	)		(155,527	)

As at December 31, 2023	Foreign Currency	Foreign Balance			$
Cash and cash equivalents	COP (000’s)		1,380,749			361,259
Cash and cash equivalents	CAD		13,041,560			9,860,548
Receivables	COP (000’s)		698,996			182,885
Long-Term VAT Receivable	COP (000’s)		6,877,768			1,799,497
Receivables	CAD		24,298			18,371
Accounts payable and accrued liabilities	COP (000’s)		(5,973,328	)		(1,562,860	)
Accounts payable and accrued liabilities	CAD		(208,325	)		(157,512	)
Warrants liability	CAD		(2,167,487	)		(1,638,808	)
Lease liability	COP (000’s)		(457,494	)		(119,698	)

Credit risk

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

Liquidity risk

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

As at December 31, 2024, the cash balance was $38,930,957 However, the cash balance is not sufficient to meet all of its future obligations in respect of exploration and administrative expenditures and the option contracts in Note 21 if the Company elects to exercise all its options in respect of all the contracts. Thus, continued operations of the Company are dependent on its ability to develop a sufficient financing plan, receive continued financial support from existing shareholders and/or new shareholders or through other arrangements, complete sufficient public equity financing, or generate profitable operations in the future.

Interest rate risk

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

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

(b)

Capital Management

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

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

In connection with the initial base shelf prospectus:

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

On March 22, 2023, the Company closed the March 2023 Offering for a total of $21,882,311 (C$30,005,000) which consisted of the sale of 7,060,000 shares at a price of C$4.25 per share.

On December 6, 2023, the Company filed a new short form base shelf prospectus (“Current Base Shelf Prospectus”) which will allow the Company to issue common shares, warrants, subscriptions receipts, units or debt securities, or a combination thereof up to an aggregate total of C$200,000,000. The new base shelf prospectus replaces the one approved on November 10, 2021 and remains effective until January 2026.

In connection with the Current Base Shelf Prospectus:

On October 31, 2024, the Company closed the October 2024 Offering for a total of $28,923,541 (C$40,250,000) which consisted of the sale of 8,050,000 shares at a price of C$5.00 per share.

As of March 24^th, 2025, the remaining balance of the base shelf prospectus is C$159,750,000

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

The Company’s overall strategy with respect to capital risk management has remained consistent for the year ended December 31, 2024.

16.

SHARE CAPITAL

(a)

Authorized

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

(b)

Issued

During the years ended December 31, 2024, and 2023, the Company issued shares resulting from the following transactions:

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

2024 Transactions

On March 4, 2024, the Company issued 4,500,000 common shares upon closing of the March 2024 Offering. Proceeds from the March 2024 Offering of C$18,900,000 ($13,925,729) were allocated between Common Shares and Warrants on a pro-rata basis of their fair value within the unit of which $12,732,095 was allocated to Common Shares (See Note 10(b)). Common share issue costs of $702,386 were recognized as a reduction in share capital.

ii.

On October 31, 2024, the Company issued 8,050,000 common shares, at a price of C$5.00 per share, resulting from the closing of the October 2024 Offering for a total of $28,923,541 (C$40,250,000). Common Share issue costs of $2,226,144 were recognized as a reduction in share capital.

iii.

On October 31, 2024, the Company issued 1,226,235 common shares, at a price of C$5.00 per share, resulting from the closing of the October 2024 Private Placement for a total of $4,405,846 (C$6,131,175).

iv.

The Company issued 754,917 common shares resulting from the exercise of stock options (See Note 18).

The Company issued 1,836,150 common shares resulting from the exercise of warrants (See Note 10(a)).

2023 Transactions

vi.

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

vii.

The Company issued 847,574 common shares resulting from the exercise of stock options (See Note 18)

viii.

The Company issued 555,550 common shares resulting from the exercise of warrants (See Note 10)

17.

EARNINGS PER SHARE

(a)

Basic

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

	For the year ended December 31, 2024			For the year ended December 31, 2023

Net loss	$	(26,948,922	)	$	(19,133,658	)
Weighted average number of common shares outstanding		68,401,442			58,191,317
Basic net loss per common share	$	(0.33	)	$	(0.33	)

(b)

Diluted

The Company incurred a net loss for the year ended December 31, 2024, and December 31, 2023; therefore, all outstanding stock options and share warrants have been excluded from the calculation of diluted loss per share since the effect would be anti-dilutive.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

18.

SHARE BASED PAYMENTS

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

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

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

	2024						2023
	Number of stock options			Weighted average exercise price			Number of stock options			Weighted average exercise price
				C$						C$
Outstanding, beginning of year		4,177,217			3.10			4,019,167			2.25
Granted		1,100,000			5.94			1,205,000			4.44
Exercised		(754,917	)		(1.44	)		(847,574	)		(1.06	)
Forfeited		(87,500	)		(3.86	)		(199,376	)		(2.63	)
Outstanding, December 31		4,434,800			4.07			4,177,217			3.10

The following table summarizes information about stock options outstanding and exercisable as at December 31, 2024:

	Options Outstanding						Options Exercisable
Range of Price (C$)	Number of Options Outstanding		Weighted average remaining contractual life (years)		Weighted average exercise price (C$)		Number of options exercisable		Weighted average remaining contractual life (years)		Weighted average exercise price (C$)
$2.00 – $3.00		2,057,300		2.30		2.87		2,057,300		2.30		2.87
$3.01 – $4.00		142,500		1.60		3.95		142,500		1.60		3.95
$4.01 – $7.00		2,235,000		4.41		5.19		476,249		3.78		4.69
		4,434,800		3.34		4.07		2,676,049		2.53		3.25

Options outstanding as at December 31, 2024 have vesting terms of every six or eight months over a two or three year period and have terms of five years.

The unamortized portion of share-based expenses as of December 31, 2024, is $2,022,540. This amount remains to be recognized in future periods.

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

For the twelve months ended December 31	2024			2023

Number of options granted		1,100,000			1,205,000
Weighted average share price on grant date		C$5.94			C$4.44
Weighted average risk-free interest rate		2.98	%		3.68	%
Weighted average dividend yield		Nil			Nil
Weighted average stock price volatility, based on historical volatility for the Company and comparable companies		56	%		63	%
Weighted average period to expiry (years)		3.8			3.4
Weighted average grant date fair value per share	$	1.85		$	1.50

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

19.

EXPENSES BY NATURE

(a)

Exploration and evaluation

Exploration and evaluation expense is made up of the following:

	For the year ended December 31, 2024		For the year ended December 31, 2023
	$		$
Drilling services		6,263,964		5,039,861
Salaries and benefits		2,449,153		1,890,277
Option payments and fees (i)		2,281,550		1,482,235
Assaying		1,757,368		2,017,051
Field costs, surveys and other		1,726,830		1,107,011
Transportation and meals		1,125,148		767,690
Consulting and professional fees		914,448		907,290
Communities		587,234		305,420
Security		328,931		303,767
Geophysics		334,764		70,335
Depreciation and amortization		295,475		223,694
		18,064,865		14,114,631

Includes total option payments in respect of option agreements for the year ended December 31, 2024, of $1,956,316 (year ended December 31, 2023 – $1,250,000).

(b)

General and administration

General and administration expense is made up of the following:

	For the year ended December 31, 2024		For the year ended December 31, 2023
	$		$
Salaries and benefits		1,885,728		1,984,299
Share-based compensation		1,167,109		1,473,869
Travel and entertainment		442,747		556,113
Consulting and professional fees		798,818		497,627
Office administration		439,515		303,224
Regulatory and compliance fees		582,199		247,588
Investor relations		343,722		191,187
Directors’ fees and expenses		64,042		29,833
Depreciation and amortization		44,382		22,430
		5,768,262		5,306,170

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

(c)

Finance costs

Finance costs are made up of the following:

	For the year ended December 31, 2024		For the year ended December 31, 2023
	$		$
Finance issue expense (i)		65,849		–
Interest accretion expense (ii)		50,126		21,792
Other finance expenses		73,856		56,568
		189,831		78,360

Represents the portion of the March 2024 Offering financing costs allocated to the Subscription Warrants.

ii.

Interest accretion expense or amortization of the discount is in respect of the lease liability, representing also the interest portion of lease payments (See Note 11)

20.

CASH FLOW INFORMATION

Operating Activities

Net changes in working capital items:

	For the year ended December 31, 2024			For the year ended December 31, 2023
	$			$
Receivables and prepaid expenses		(1,128,861	)		(1,003,980	)
Accounts payables and accrued liabilities		(144,665	)		1,156,444
		(1,273,526	)		152,464

21.

COMMITMENTS, OPTION AGREEMENTS AND CONTINGENCIES

Commitments

As at December 31, 2024, the Company had the following contractual commitments and obligations:

	Total		Less than 1 Year		Years 2 – 5		After 5 Years
	$		$		$		$
Other lease commitments (a)		145,400		145,400		–		–
Service contracts (b)		313,827		313,827		–		–
		459,227		459,227		–		–

(a)

Other lease commitments represent contractual lease payments payable over future periods.

(b)

Service contracts represent commitments in respect of drilling.

Option Agreements

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

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated Financial Statements

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

As at December 31, 2024, the expected timing of payments, in respect of the Company’s option agreements under the assumption that the Company continues to exercise its option(s) for the relevant project and agreement are as follows:

	Total		Less than 1 Year		Years 2 – 5		After 5 Years
	$		$		$		$
First Guayabales Option (a), (b)		9,833,334		333,332		1,333,328		8,166,674
Second Guayabales Option		5,550,000		250,000		1,000,000		4,300,000
San Antonio Option (c)		4,420,000		420,000		4,000,000		–
Other Option agreements (d)		3,058,992		985,178		2,073,814		–
		22,862,326		1,988,510		8,407,142		12,466,674

(a)

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

(b)

Amounts disclosed relate only to option payments of the agreement. In addition, as at December 31, 2024, the Company has recognized a total of $28,857,630 as exploration and evaluation expenditures in respect of the minimum expenditures required under the First Guayabales Option.

(c)

Includes a one-time payment of $2,500,00 in lieu of the NSR.

(d)

Amounts disclosed related to the option agreements to purchase surface rights (see Note 8).

Environmental Contingencies

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

22.

SUBSEQUENT EVENTS

On March 20, 2025, the Company announced the closing of Agnico Eagle Mines Limited’s (“Agnico Eagle”) investment in the Company pursuant to which Agnico Eagle subscribed for 4,741,984 common shares in the capital of the Company (the “Shares”) at a price of C$11.00 per Share for aggregate consideration of approximately C$52,161,824 (the “March 2025 Private Placement”). Concurrently with the closing of the March 2025 Private Placement, Agnico Eagle exercised all of the common share purchase warrants of the Company (each, a “Warrant”) it held to acquire an additional 2,250,000 Shares at a price of C$5.01 per Share for aggregate consideration of C$11,272,500. On closing of the March 2025 Private Placement and following exercise of the Warrants, Agnico Eagle’s ownership interest in the Shares increased to approximately 14.99%.

MEANING OF CERTAIN REFERENCES AND CURRENCY INFORMATION	1

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION	1

SCIENTIFIC AND TECHNICAL INFORMATION	2

GLOSSARY OF GEOLOGICAL, TECHNICAL AND MINERAL TERMS	2

CORPORATE STRUCTURE	5

GENERAL DEVELOPMENT OF THE BUSINESS	5

DESCRIPTION OF THE BUSINESS	8

RISK FACTORS	13

GUAYABALES PROJECT	34

DIVIDENDS AND DISTRIBUTIONS	63

DESCRIPTION OF CAPITAL STRUCTURE	64

MARKET FOR SECURITIES	64

DIRECTORS AND OFFICERS	65

AUDIT COMMITTEE DISCLOSURE	67

PROMOTERS	69

LEGAL PROCEEDINGS AND REGULATORY ACTIONS	69

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	69

TRANSFER AGENT AND REGISTRAR	69

MATERIAL CONTRACTS	69

INTERESTS OF EXPERTS	70

NYSE AMERICAN CORPORATE GOVERNANCE	71

ADDITIONAL INFORMATION	71

Appendix “A” - CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	A-1

METRIC EQUIVALENTS
For ease of reference, the following conversion factors are provided:
Imperial Measure	Metric Unit	Metric Unit	Imperial Measure
2.47 acres	1 hectare (ha)	0.4047 hectares (ha)	1 acre
3.28 feet (ft)	1 metre (m)	0.3048 metres (m)	1 foot (ft)
0.62 miles	1 kilometer (Km)	1.609 kilometers (Km)	1 mile
0.032 troy ounces	1 gram (g)	31.1 grams (g)	1 troy ounce
2.205 pounds (lb)	1 kilogram (kg)	0.454 kilograms (kg)	1 pound (lb)
1.102 short tons	1 tonne (t)	0.907 tonnes (t)	1 short ton
0.029 troy ounces/ton	1 gram/tonne (g/t)	34.28 grams/tonne (g/t)	1 troy ounce/ton

Material permit, license and/or other regulatory approval required to conduct operations		Material permit, license and/or regulatory approval obtained by the Company
Operating as a company requires a Public commercial registry before the Chamber of Commerce. This registry also activates a Tax Registry.		Obtained.

Prospecting activities (all exploration excluding drilling) are free activities in Colombia, and require no permit, other than authorization for land access from private owner.		The Company generally negotiates land access permits in advance to its operations. Currently, the Company has all required land access permits for its current prospecting campaign.

Drilling activities require a valid mining right and/or mining title granted by the National Mining Authority.		The Company is conducting exploration activities on mining titles LH0071-17, 781-17, HI8-15231, 501712 and IIS-10401 which are validly granted mining titles.

Drilling activities will require authorization for land access from private owner.		The Company generally negotiates land access permits in advance to its operations. Currently, the Company has all required land access permits for its current drilling campaign.

Exploration activities are not subject to environmental license. However, if the activities require the use of natural renewable resources (such as water catchments, dumpings and timbering, amongst others) the Company will require a filing, and further permission, before the regional environmental corporation in the territory.		The Company has been granted water rights for its drilling campaign, both in San Antonio and Guayabales projects, and may also recur to purchase water in bulk to perform its drilling campaign.

Construction of a mining project, and its operation requires an environmental license granted by an environmental authority.		The Company is not currently in a position to advance either of its properties to the development and construction phase of a mining project, therefore it does not require an environmental license at this time.

Construction of a mining project, and its operation requires a work plan approved by the applicable mining authority.		The Company is not currently in a position to advance either of its properties to the development and construction phase of a mining project, therefore it does not require a work plan at this time.

Name	Number	Type	Owner	Date of Application	Area (ha)
Guayabales	501711	Exploration	Collective Mining Limited Sucursal Colombia	07/05/2021	137.33
Guayabales	501714	Exploration	Collective Mining Limited Sucursal Colombia	07/05/2021	615.64
Guayabales	501716	Exploration	Collective Mining Limited Sucursal Colombia	07/05/2021	73.57
Guayabales	501718	Exploration	Collective Mining Limited Sucursal Colombia	07/05/2021	36.78
Guayabales	501726	Exploration	Collective Mining Limited Sucursal Colombia	07/05/2021	58.86
Guayabales	502173	Exploration	Collective Mining Limited Sucursal Colombia	23/07/2021	2.45
Guayabales	502174	Exploration	Collective Mining Limited Sucursal Colombia	23/07/2021	1.22
Guayabales	502619	Exploration	Collective Mining Limited Sucursal Colombia	17/09/2021	66.22
Guayabales	503238	Exploration	Collective Mining Limited Sucursal Colombia	14/10/2021	41.69
Guayabales	503239	Exploration	Collective Mining Limited Sucursal Colombia	14/10/2021	15.94
Guayabales	CAG-141X	Exploration	Mineros SA	13/10/2021	156.96
Guayabales	503720	Exploration	Collective Mining Limited Sucursal Colombia	09/12/2021	19.61
Guayabales	503718	Exploration	Collective Mining Limited Sucursal Colombia	09/12/2021	1.22
Guayabales	503793	Exploration	Collective Mining Limited Sucursal Colombia	16/12/2021	52.72
Guayabales	503899	Exploration	Collective Mining Limited Sucursal Colombia	27/12/2021	52.72
Guayabales	503911	Exploration	Collective Mining Limited Sucursal Colombia	28/12/2021	2.45
Guayabales	503983	Exploration	Collective Mining Limited Sucursal Colombia	30/12/2021	550.53
Guayabales	504177	Exploration	Collective Mining Limited Sucursal Colombia	28/01/2022	3.67
Guayabales	504941	Exploration	Minerales Provenza SAS	22/03/2022	19.62
Guayabales	505577	Exploration	Collective Mining Limited Sucursal Colombia	13/04/2022	53.96
Guayabales	508707	Exploration	Minerales Provenza SAS	11/29/2023	4.90
Guayabales	508750	Exploration	Minerales Provenza SAS	12/05/2023	2.45
Guayabales	508751	Exploration	Minerales Provenza SAS	12/05/2023	1.22
				TOTAL:	1,971.84

Years	Company	Work Carried Out	NI 43-101 Reports
600 BC to 21^st Century	Quimbaya Culture (600 BC – 1600 AD) Spanish Colonial Period (1534-1819) Republic of Colombia period (1819-present)	The Marmato-Supia district, including Guayabales, was mined for gold since pre-Columbian times.
1995-present	Guayabales Mining Community	Artisanal gold mining in 16 underground mines. Legalisation started 2002. Mining title LH-0071-17 registered 28 March 2008.
2005-2006	Colombia Gold plc, London	Underground sampling, surface rock sampling.
2006-2009	Colombian Mines Corporation, Vancouver	Underground sampling, surface rock sampling, 17 diamond drill holes (DDH) for 2,079 m.	Thompson (2007)
2010-2011	Mercer Gold Corporation, Nevada	Underground and surface rock sampling, soil grid, geological mapping, 11 diamond drill holes for 4,067 m.	Turner (2010, 2011)
2011-2013	Tresoro Mining Corp., Nevada (name changed from Mercer Gold Corporation)	No work. Option expired 2012 or 2013.	Leroux (2012)
2014-2019	None	Exploration inactive
2020-present	Collective Mining Ltd., Toronto	Current exploration programme	Redwood (2021c) and the Guayabales Report

Year	Amount (US$)	Payments Made (US$)
2020	350,000	350,000
2021	800,000	800,000
2022	1,100,000	1,100,000
2023	750,000	750,000
2024	666,667	666,667
2025	583,333	-
2026	583,333	-
2027	583,333	-
2028	583,333	-
2029	2,733,333	-
2030	2,316,667	-
2030	1% NSR or 8,000,000	-

Year	Survey	Contractor	Units	Number	Zone
2020-2022	Database compile historic data	None	samples	1,561	Whole property
2020-2021	Historical core relogging	None	meters	2,941
2020-2022	Geological mapping	None	km²	24	Whole property
2020-2022	Rock sampling	None	samples	3,349	Donut, The Box, Olympus, Trap, Apollo, ME and Victory
2020-2022	Soil sampling	None	samples	1,398
2021-2022	Drilling	Kluane	meters	27,618	Olympus
2022	Petrography	University of Caldas	samples	2	Olympus
2022		Minerlab Ltda	samples	8	Apollo
2022	Cyanidation Bottle Roll test	SGS Peru S.A.C	samples	3	Apollo
2022	Bulk Density	ALS Colombia Ltda	samples	91	Whole property
2021	LIDAR survey	Lidarus	km²	76.8	Whole property
2021	Full Waveform Distributed Array Induced Polarization survey (AGDAS)	Arce Geofísicos Ltd	km²	3.37939	Olympus and The Box
2020-2021	Heli-magnetic and radiometric survey	MPX Geophysics Ltd & Arce Geophysics Ltd	line km	775.9	Whole property
2022	Heli-magnetic and radiometric survey Reprocessing	Condor Consulting, Inc.	line km	775.9	Whole property
2022	IP survey Reprocessing	Condor Consulting, Inc.	km²	3.37939	Olympus and The Box

Year	Company	Contractor	Rig Type	Core Size	Diameter (mm)	Holes	Total Meters
2008	Colombian Mines Corporation	Terramundo	Boyles 37	HQ	63.5	12	1,931.20
			Winkie	BTW	42	5	148.16
2010-2011	Mercer Gold	Logan Dirlling Colombia SAS	Duralite T600N	HW, NQ	63.5, 47.6	11	4,067.90
Total						28	6,147.26

No.	Hole No.	Company	Year	Easting WGS84	Northing WGS84	Altitude (m)	Azimuth	Inclination	Depth (m)
1	GDH-01	CM	2008	431704	606726	1881.0	20	-45	198.80
2	GDH-02	CM	2008	431704	606726	1881.0	20	-60	221.50
3	GDH-03	CM	2008	431774	606679	1914.0	20	-45	201.80
4	GDH-04	CM	2008	431762	606814	1890.3	50	-65	128.00
5	GDH-05	CM	2008	431749	606886	1849.6	200	-50	9.53
6	GDH-06	CM	2008	431855	606981	1820.1	200	-50	43.69
7	GDH-07	CM	2008	431745	606919	1844.9	200	-45	83.70
8	GDH-08	CM	2008	431745	606919	1844.9	200	-60	124.30
9	GDH-09	CM	2008	431855	606981	1820.1	20	-50	48.90
10	GDH-10	CM	2008	431594	606921	1872.0	20	-45	215.60
11	GDH-11	CM	2008	431834	606933	1828.0	50	-40	19.60
12	GDH-12	CM	2008	431594	606921	1872.0	20	-65	202.50
13	GDH-13	CM	2008	431745	606919	1844.9	245	-60	104.50
14	GDH-14	CM	2008	431869	606900	1860.0	200	-45	148.45
15	GDH-15	CM	2008	431952	606877	1889.7	200	-50	148.65
16	GDH-16	CM	2008	431756	606890	1846.6	200	-45	26.44
17	GDH-17	CM	2008	432037	606810	1916.0	200	-50	153.40
18	MGDH-01	MG	2010	431889	606857	1866.0	182.9	-42.1	117.50
19	MGDH-01A	MG	2010	431890	606858	1866.0	201.8	-45.8	76.60
20	MGDH-02	MG	2010	431887	606856	1866.0	200.8	-67.9	300.50
21	MGDH-03	MG	2010	431804	606969	1863.8	238.6	-53.8	620.00
22	MGDH-04	MG	2011	431801	607047	1871.9	24.4	-56.2	505.60
23	MGDH-04A	MG	2011	431802	607048	1871.9	19.7	-46.5	400.00
24	MGDH-05	MG	2010	431999	606876	1896.0	195.3	-60.2	600.00
25	MGDH-06	MG	2011	432086	607294	1799.9	70.8	-42.5	400.00
26	MGDH-06A	MG	2011	432087	607295	1799.9	191.0	-41.3	500.20
27	MGDH-07	MG	2011	432225	607623	1848.0	199.2	-44.7	97.50
28	MGDH-07A	MG	2011	432226	607621	1848.0	199.7	-47.9	450.00

Hole No.	From (m)	To (m)	Interval (m)	Est. True Width (m)	Au (g/t)	Ag (g/t)
GDH-01	185.95	197.38	11.43	10.40	1.04	15.2
Includes	194.60	195.80	1.20	1.10	5.12	43.8
GDH-02	21.40	27.00	5.60	4.31	1.08	13.0
GDH-04	3.30	9.25	5.95	4.22	1.07	33.1
and	87.85	93.50	5.65	4.01	2.55	38.3
Includes	90.75	93.50	2.75	1.95	4.92	72.3
GDH-07	50.25	72.10	21.85	9.18	2.43	16.5
Includes	50.25	53.40	3.15	1.32	11.00	43.0
GDH-08	87.00	117.85	30.85	5.24	1.16	17.0
Includes	95.50	99.25	3.75	0.64	4.81	32.7
GDH-13	91.80	103.60	11.80	2.01	3.11	15.3
Includes	97.90	101.00	3.10	0.53	10.48	26.2
GDH-14	78.90	122.95	44.05	18.50	1.24	17.6
Includes	96.45	97.50	1.05	0.44	18.45	16.6
Includes	108.95	110.55	1.60	0.67	3.09	11.0
Includes	117.95	122.95	5.00	2.10	2.44	67.6
GDH-15	110.10	139.45	29.35	9.98	0.87	7.8
MGDH-01	20.80	42.50	21.70	18.00	1.70	28.4
Includes	28.80	42.50	13.70	11.40	2.36	38.0
MGDH-01A	24.00	44.00	20.00	16.70	1.71	12.6
MGDH-02	70.00	74.00	4.00	2.60	2.00	33.5
and	108.00	112.00	4.00	2.60	0.74	7.0
MGDH-03	204.00	209.00	5.00	4.16	0.90	1.3
and	308.00	312.00	4.00	3.30	1.00	27.5
and	498.00	506.00	8.00	6.63	1.90	2.2
MGDH-04	80.00	82.00	2.00	1.66	3.30	<2
and	184.00	186.00	2.00	1.66	1.33	18.0
MGDH-04A	120.00	122.00	2.00	1.66	5.56	49.0
and	180.00	182.00	2.00	1.66	1.74	6.0
MGDH-05	20.50	26.50	6.00	5.00	0.80	57.0
and	67.00	70.00	3.00	2.50	1.29	56.0
and	544.00	556.00	12.00	10.00	2.14	12.8
and	582.00	586.00	4.00	3.33	2.08	5.0
MGDH-06	226.00	228.00	2.00	1.66	2.41	0.6
MGDH-06A	7.50	104.00	96.50	n/a	0.17	1.1
and	128.00	266.00	138.00	n/a	0.11	3.5
MGDH-07	21.00	24.00	3.00	2.50	1.02	9.4
MGDH-07A	12.00	122.00	110.00	n/a	0.16	4.1
and	188.00	294.00	106.00	n/a	0.15	1.4

Hole No.	Target	Azimuth	Inclination	Depth (m)
APC_001	Apollo	170.00	-50.00	438.70
APC_002	Apollo	235.00	-42.00	393.10
APC_003	Apollo	28.00	-45.00	506.15
APC_004	Apollo	185.00	-50.00	327.80
APC_005	Apollo	235.00	-65.00	524.10
APC_006	Apollo	28.00	-60.00	759.00
APC_007	Apollo	225.00	-70.00	360.15
APC_008	Apollo	220.00	-78.00	523.00
APC_009	Apollo	168.00	-80.00	330.75
APC_010	Apollo	126.00	-50.00	439.05
APC_011	Apollo	195.00	-65.00	243.75
APC_012	Apollo	95.00	-67.00	474.35
APC_013	Apollo	85.00	-83.00	374.15
APC_014	Apollo	355.00	-57.00	407.50
APC_015	Apollo	310.00	-37.00	387.30
APC_016	Apollo	215.00	-40.00	303.35
APC_017	Apollo	356.00	-70.00	912.80
APC_018	Apollo	166.00	-66.00	499.05
APC_019	Apollo	144.00	-83.00	582.30
APC_020	Apollo	185.00	-60.00	445.40
APC_021	Apollo	356.00	-80.00	347.80
APC_022	Apollo	13.00	-60.00	734.80
APC_023	Apollo	170.00	-68.00	454.90
APC_024	Apollo	185.00	-80.00	349.95
APC_025	Apollo	326.00	-57.00	215.80
APC_026	Apollo	56.00	-76.50	813.70
APC_027	Apollo	84.00	-65.00	424.50
APC_028	Apollo	263.00	-73.00	956.35
APC_029	Apollo	6.00	-65.00	644.80

Target	Platforms	Drill holes	Total length (m)	Meters (%)
Apollo	5	31	14,976.50	54
Olympus	4	22	7,099.65	26
Donut	1	10	2,534.55	9
Trap	2	3	1,059.90	4
Box	1	3	1,011.35	4
Victory West	1	2	936.20	3
Total	14	71	27,618.15

Company	Laboratory	Method	Code	Procedure
Colombia Gold	not known	Preparation		Not known
		Au		Fire assay 30 g, AAS
		Au overlimit		Fire assay 30 g, gravimetry
		Multielements		ICP-AES
Colombian Mines	Inspectorate, Medellin and Reno (ISO/TEC 17025)	Preparation		Crush to -10 mesh, split 500 g, pulverise to -150 mesh.
		Au	FA/AA	Fire assay 30 g, AAS
		Au overlimit	FA/GRAV	Fire assay 30 g, gravimetry
		Multielements	ICP	ICP-AES
Colombian Mines (from June 2007)	SGS, Medellin and Callao (ISO 9001)	Preparation		Not known
		Au	FAA313	Fire assay 30 g, AAS
		Au overlimit		Fire assay 30 g, gravimetry
		Multielements	ICP12B	34 elements by aqua regia digestion, ICP-AES
Mercer Gold (soils, rocks)	SGS, Medellin and Callao (ISO 9001)	Preparation soils	SCR30	Dry, screen to -10 mesh and -80 mesh, pulverise to P95 -140 mesh.
		Preparation rocks	PRP94	Dry, crush to -1/4 inch and -10 mesh, split 250 g, pulverise to P95 -140 mesh.
		Au	FAA313	Fire assay 30 g, AAS
		Au	FAI303	Fire assay 30 g, ICP
		Multielements	ICP40B	32 elements by 4 acid digestion, ICP-AES
		Multielements	ICP12B	34 elements by aqua regia digestion, ICP-AES
Mercer Gold (core)	Acme, Medellin and Vancouver (ISO 9001)	Preparation	R200	Crush 1 kg to p80 -10 mesh, split 250 g, pulverise to p85 -200 mesh.
		Au	G6	Fire assay 30 g, AAS
		Ag	7AR1	Aqua regia digest, ICP-AES
		Multielements	1D02	34 elements by aqua regia digestion, ICP-AES

Company	Type	Material	Position	No.	Acceptance
Colombian Mines	CSRM	OREAS 15Pa, 62Pb, 50Pb, 61Pb	Not known	27	Average ± 2SD, 3SD
	Coarse Blank	Not known	Not known	53	Scatter plot
	Field Duplicate	Protocol not known	Not known	40	Scatter plot
	Check samples	None	none	0	n/a
Mercer Gold	CSRM	OREAS 65a, 66a, 60a	Not known	30	Average ± 2SD, 3SD
	Coarse Blank	Not known	Not known	28	Scatter plot
	Field Duplicate	Protocol not known	Not known	37	Scatter plot
	Check samples	None	none	0	n/a

Sample No.	Description	Au (g/t)		Ag(g/t)		cu (%)		As (ppm)		Au Rec. % 24 hr		Au Rec. % 48 hr.		Au Rec. % 72 hr.		Ag Rec. % 24 hr		Ag Rec. % 48 hr.		Ag Rec. % 72 hr.
APBRT 01	BAM		1.17		53.83		1.04		62		82.34		87.12		90.70		42.83		43.76		49.19
APBRT 03	CBM As bearing		4.92		16.05		0.06		2213		82.70		86.42		92.51		49.58		48.74		52.34
APBRT04	CBMZn and Pb		8.01		56.08		0.10		216		93.44		93.08		97.57		36.59		41.73		46.27

Item		Metres		Cost per metre (US$)		Total (US$)
Phase 1 drilling
Drilling	Apollo, extensions and surrounding targets		30,000		250		7,500,000
	Other Targets		10,000		250		2,500,000
Site G&A			40,000		50		2,000,000
Target generative work							1,000,000
Metallurgical test work							300,000
Geotechnical and hydrogeological studies							2.00,000
Land acquisition							750,000
Option agreements payments							650,000
ESG							725,000
G&A							1,800,000
Sub-total							17,425,000

Phase 2 drilling
Drilling	Apollo		40,000		250		10,000,000
	Other Targets		20,000		250		5,000,000
	Geotechnical, hydrogeological, metallurgical		10,000		250		2,500,000
Site G&A			70,000		50		3,500,000
Resource Estimate							2.00,000
PEA							500,000
Land acquisition							1,000,000
Option agreement payments							916,000
ESG							600,000
G&A							2,300,000
Sub-total							26,516,000
Total							43,941,000

Ranking	Hole ID	From (m)		To (m)		Length (m)		Grade (g/t AuEq)		Gram x Metres Suggest		Press Release Date
1	APC104-D5		147.30		644.65		497.35		3.01		1,499	February 24, 2025
2	APC104-D1		107.10		641.50		534.40		2.70		1,440	December 16, 2024
3	APC-72		2.00		521.10		519.10		2.74		1,424	October 30, 2023
4	APC-55		0.00		792.25		792.25		1.71		1,356	June 27, 2023
5	APC104-D2		5.15		407.75		402.60		3.06		1,232	January 15, 2025
6	APC-64		33.40		484.80		451.40		2.67		1,206	September 7, 2023
7	APC-35		7.00		366.15		359.15		3.32		1,192	March 15, 2023
8	APC-60		41.60		599.45		557.85		2.10		1,173	August 15, 2023
9	APC-95		207.20		720.90		513.70		2.20		1,128	May 27, 2024
10	APC88-D2		68.10		617.00		548.90		1.91		1,050	January 30, 2024
11	APC-93		127.25		687.30		560.05		1.83		1,026	March 12, 2024
12	APC-53		232.95		562.70		329.75		3.10		1,022	June 13, 2023
13	APC99-D5		351.55		868.90		517.35		1.97		1,021	October 22, 2024
14	APC-49		5.65		852.90		847.25		1.09		1,010	June 27, 2023
15	APC-65		0.00		503.25		503.25		2.00		1,007	September 26, 2023
16	APC-31		4.90		389.60		384.70		2.46		1,006	February 23, 2023
17	APC-63		0.00		593.65		593.65		1.69		1,003	September 7, 2023

Month	High ($)		Low ($)		Volume
2024
January	$	4.25	$	3.86		315,737
February	$	4.20	$	3.67		674,373
March	$	4.67	$	3.81		1.311,775
April	$	5.09	$	4.07		1,769,227
May	$	4.47	$	4.01		728,995
June	$	4.19	$	3.02		732,735
July	$	4.04	$	3.14		2,073,194
August	$	4.65	$	3.50		705,586
September	$	4.90	$	4.21		468,324
October	$	5.12	$	4.25		1,616,314
November	$	5.36	$	4.66		1,032,099
December	$	6.10	$	4.84		1,900,045

Month of Issue	Type of Security	Number Issued	Issue/Exercise Price		Reason for Issuance
March 2024	Common Share Purchase Warrants	2,250,000	$	5.01	Private Placement
December 2024	Incentive Stock Options	1,100,000	$	$5.94	Compensation

Name, Position with the Company and Municipality of Residence	Director/Officer Since	Principal Occupation(s)	Number of Common Shares Beneficially Owned, Directly or Indirectly or Over Which Control or Direction is Exercised
Ari Sussman Executive Chairman and a Director Miami, Florida	May, 2021	Executive Chairman of the Company (2021 to Present); Chief Executive Officer of Continental Gold Inc. (2010 to 2020)	11,003,600 (13.0%)
Omar Ossma President and Chief Executive Officer Medellín, Colombia	May, 2021	President and Chief Executive Officer of the Company (2021 to Present); Vice President, Legal of Continental Gold Inc. (2015 to 2020)	500,000 (<1%)
Paul Begin Chief Financial Officer and Corporate Secretary Oakville, Ontario	May, 2021	Chief Financial Officer and Corporate Secretary of the Company (2021 to Present); Chief Financial Officer of Continental Gold Inc. (2011 to 2020))	4,081,863 (4.8%)
María Constanza García Botero⁽¹⁾⁽²⁾ Director Medellín, Colombia	May, 2021	General Coordinator, Metro Linea 1 (2021 – Present); General Coordinator, Urban Development Institute (2021); Director of Education at Semana (2020); Under-Secretary of Access and Permanence with the Colombian Education Secretary (2019 to 2020); Manager at Deloitte (Bogota, Colombia) (2018 to 2019)	115,183 (<1%)

Year	Audit Fees⁽¹⁾	Audit Related Fees⁽²⁾	Tax Fees⁽³⁾	All Other Fees⁽⁴⁾
2024	C$316,900	C$77,900	Nil	Nil
2023	C$176,334	Nil	C$16,500	Nil

	(1)	“Audit Fees” refers to the aggregate fees billed by the external auditor for audit services, quarterly reviews and involvement with preparation of offering and due diligence related to financing documents. 2024: Fees of C$249,900 paid to BDO our current auditor, and fees of C$67,000 paid to PWC our prior auditor.
	(2)	Company “Audit Related Fees” refers to aggregate fees billed for assurance and related services by the Company’s external auditors, including listing applications and other matters. 2024: Fees of C$34,900 paid to BDO our current auditor, and fees of C$43,000 paid to PWC our prior auditor,
	(3)	“Tax Fees” includes fees for professional services rendered by the external auditor for tax compliance, tax advice, and tax planning. 2024: Fees paid to PWC
	(4)	“All Other Fees” includes all fees billed by the external auditors for services not covered in the other three categories.

Description Of Business	2
2024 Summary And Highlights	2
Business Transaction	4
Exploration Summary	5
Selected Consolidated Financial Information	9
Overview Of Consolidated Financial Results	10
Summary Of Consolidated Quarterly Results	10
Liquidity And Management Of Capital Resources	10
Equity And Warrants	11
Trends And Risks That Affect The Company’s Financial Condition	12
Contractual Obligations, Commitments And Option Agreements	13
Related Party Transactions	13
Financial Instruments And Related Risks	13
Off-Balance Sheet Arrangements	13
Market Trends	14
Critical Accounting Estimates And Judgements	14
Changes In Accounting Policies	15
Internal Control Over Financial Reporting And Disclosure Controls And Procedures	15
Emerging Market Disclosure	15
Risks And Uncertainties	20
Caution Regarding Forward-Looking Information	37
Corporate Information	38

	2024						2023
For the three months ended December 31	San Antonio		Guayabales		Total		Total
	$		$		$		$
Drilling services		50,644		1,351,980		1,402,624		1,186,948
Salaries and benefits		26,600		708,745		735,345		650,040
Option payments and fees		3,067		664,222		667,289		919,067
Assaying		5,535		298,159		303,694		421,976
Field costs, surveys and other		36,518		394,141		430,659		369,250
Transportation and meals		46,372		298,087		344,459		269,756
Consulting, professional fees and technical assistance		19,131		249,744		268,875		367,355
Community expenses		7,479		202,925		210,404		144,252
Security		3,787		65,096		68,883		99,341
Geophysics		–		31,943		31,943		34,845
Depreciation and amortization		2,860		77,851		80,711		62,960
		201,993		4,342,893		4,544,886		4,525,790

	2024						2023
For the year and period ended December 31	San Antonio		Guayabales		Total		Total
	$		$		$		$
Drilling services		50,644		6,213,320		6,263,964		5,039,861
Salaries and benefits		26,600		2,422,553		2,449,153		1,890,277
Option payments and fees		304,187		1,977,363		2,281,550		1,482,235
Assaying		30,355		1,727,013		1,757,368		2,017,051
Field costs, surveys and other		56,192		1,670,638		1,726,830		1,107,011
Transportation and meals		78,540		1,046,608		1,125,148		767,690
Consulting, professional fees and technical assistance		55,046		859,402		914,448		907,290
Community expenses		7,969		579,265		587,234		305,420
Security		22,320		306,611		328,931		303,767
Geophysics		–		334,764		334,764		70,335
Depreciation and amortization		2,860		292,615		295,475		223,694
		634,713		17,430,152		18,064,865		14,114,631

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

	$
August 8, 2020		30,000
July 9, 2021		50,000
July 9, 2022		100,000
July 9, 2023		150,000
July 9, 2024		250,000
July 9, 2025		420,000
July 9, 2026		750,000
July 9, 2027		750,000
		2,500,000
Upon reaching commercial production		2,500,000
		5,000,000

	Three months ended December 31 (Unaudited)						Year ended December 31 (Audited)
	2024			2023			2024			2023
	$			$			$			$
Consolidated Operating Results
Exploration and evaluation expenses		(4,544,885	)		(4,525,794	)		(18,064,865	)		(14,114,631	)
Gain (Loss) on revaluation of warrants liability		(1,933,713	)		812,154			(2,115,036	)		(1,303,481	)
Net loss and comprehensive loss		(9,591,266	)		(5,313,309	)		(26,948,922	)		(19,133,658	)
Basic and diluted loss per common share		(0.13	)		(0.09	)		(0.33	)		(0.33	)
Consolidated Cash Flow
Operating cash outflow		(6,056,298	)		(6,008,461	)		(22,570,602	)		(16,937,077	)
Financing cash inflow		31,095,670			242,499			49,296,295			22,263,115
Net cash inflow (outflow), including foreign exchange effect on cash balances		23,411,037			(5,679,531	)		24,764,761			5,662,922

	Q4 2024			Q3 2024			Q2 2024			Q1 2024			Q4 2023			Q3 2023			Q2 2023			Q1 2023
	$			$			$			$			$			$			$			$
Net income (loss)		(9,591,266	)		(6,300,500	)		(6,331,921	)		(4,725,236	)		(5,313,309	)		(3,749,128	)		(6,097,432	)		(3,973,790	)
Basic and diluted income (loss) per share		(0.13	)		(0.09	)		(0.09	)		(0.07	)		(0.09	)		(0.06	)		(0.10	)		(0.07	)

	Three months ended December 31						Twelve months ended December 31
	2024			2023			2024			2023
	$			$			$			$
Operating activities		(6,056,298	)		(6,008,461	)		(22,570,602	)		(16,937,077	)
Financing activities		31,095,670			242,499			49,296,295			22,263,115
Investing activities		(146,774	)		(129,845	)		(238,925	)		(353,506	)
		24,892,598			(5,895,807	)		26,486,768			4,972,532
Foreign exchange on cash		(1,481,559	)		216,276			(1,722,007	)		690,390
Net change in cash balance		23,411,039			(5,679,531	)		24,764,761			5,662,922

	Total		Less than 1 Year		2 – 3 Years		4 – 5 Years		Greater than 5 Years
	$		$		$		$		$
First Guayabales Option¹		9,833,334		333,332		666,664		666,664		8,166,674
Second Guayabales Option		5,550,000		250,000		500,000		500,000		4,300,000
San Antonio Option ²		4,420,000		420,000		4,000,000		–
Other Option agreements³		3,058,992		985,178		2,073,814
		22,862,326		1,988,510		7,240,478		1,166,664		12,466,674

Dated: March 26, 2025

/s/ Omar Ossma
Omar Ossma
President and Chief Executive Officer
(Principal Executive Officer)

Date: March 26, 2025	/s/ Stewart D. Redwood
	Stewart D. Redwood, FIMMM, FGS

Document And Entity Information	12 Months Ended
Document And Entity Information	Dec. 31, 2024 shares
Document Information Line Items
Entity Central Index Key	0001953575
Document Type	40-F
Document Registration Statement	false
Document Annual Report	true
Current Fiscal Year End Date	--12-31
Document Period End Date	Dec. 31, 2024
Document Fiscal Year Focus	2024
Entity File Number	001-42170
Entity Registrant Name	Collective Mining Ltd.
Entity Incorporation, State or Country Code	A6
Entity Primary SIC Number	1040
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	82 Richmond Street East
Entity Address, Address Line Two	th Floor Toronto
Entity Address, City or Town	Ontario
Entity Address, Country	CA
Entity Address, Postal Zip Code	M5C 1P1
City Area Code	(416)
Local Phone Number	451-2727
Title of 12(b) Security	Common Shares without par value
Trading Symbol	CNL
Security Exchange Name	NYSEAMER
Annual Information Form	true
Audited Annual Financial Statements	true
Entity Common Stock, Shares Outstanding	77,602,208
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Name	BDO Canada LLP
Auditor Location	Ontario, Canada
Auditor Firm ID	1227
Amendment Flag	false
Document Fiscal Period Focus	FY
Business Contact
Document Information Line Items
Entity Address, Address Line One	122 E. 42nd Street
Entity Address, Address Line Two	18th Floor
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10168
City Area Code	(800)
Local Phone Number	221-0102
Contact Personnel Name	Cogency Global Inc.
Entity Address, State or Province	NY

Consolidated Statement of Financial Position - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 38,930,957	$ 14,166,196
Receivables and prepaid expenses	683,655	347,166
Current assets	39,614,612	14,513,362
Non-current assets:
Property, plant and equipment	680,062	656,219
VAT receivable	2,261,717	1,799,497
Non-current assets	2,941,779	2,455,716
Total assets	42,556,391	16,969,078
Current liabilities:
Account payables and accrued liabilities	2,229,584	2,488,257
Warrants liability	3,163,115	1,638,808
Current portion of lease liability	82,795	32,918
Current liabilities	5,475,494	4,159,983
Non-current liabilities:
Lease liability	72,732	86,779
Non-current liabilities	72,732	86,779
Liabilities	5,548,226	4,246,762
Equity:
Share capital	102,256,065	53,972,765
Contributed surplus	17,110,478	14,159,005
Deficit	(82,358,377)	(55,409,454)
Equity	37,008,166	12,722,316
Total liabilities and equity	$ 42,556,391	$ 16,969,078