Exhibit 99.1

Form 51-102F4

Business Acquisition Report

Highlander Silver Corp. (“Highlander Silver” or the “Company”)

2500 – 100 King Street W.

P.O. Box #267

Toronto, ON M5X 1A9

For further information, please contact:

Sunny Lowe

Chief Financial Officer

Email: slowe@highlandersilver.com

On February 26, 2026, Highlander Silver completed the acquisition of Bear Creek Mining Corporation (“Bear Creek”), by way of a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “Arrangement”), and concurrently closed the debt settlement arrangements (the “Debt Settlement Arrangements”) between Highlander Silver and each of Royal Gold, Inc., through its wholly-owned subsidiary, International Royalty Corporation (“Royal Gold”), and Equinox Gold Corp (“Equinox”).

Bear Creek is a precious metals producer that owns a 100% interest in the Corani Project in Puno, Peru and the Mercedes mine in Sonora, Mexico.

The Arrangement and the Debt Settlement Arrangements are more fully described in press releases of the Company dated December 19, 2025, January 9, 2026 and February 26, 2026.

February 26, 2026.

Under the terms of the Arrangement, Highlander Silver acquired all of the issued and outstanding common shares of Bear Creek (each a “Bear Creek Share” and together, the “Bear Creek Shares”), that it did not already own, in exchange for 0.1175 common shares in the capital of Highlander Silver for each Bear Creek Share held at the effective time of the Arrangement (the “Exchange Ratio”). Highlander Silver issued 36,225,457 common shares in the capital of Highlander Silver (“Highlander Shares”) under the Arrangement.

Pursuant to the Arrangement, the in-the-money stock options, restricted share units, and deferred share units of Bear Creek outstanding immediately prior to the effective time of the Arrangement were vested and converted to Highlander Shares based on the Exchange Ratio. Out-of-the-money options of Bear Creek were cancelled. The outstanding share purchase warrants of Bear Creek (the “Warrants”) were treated in accordance with their terms and continue to trade on the TSX Venture Exchange under the symbol “BCM.WT”. The Warrants are exercisable for Highlander Shares.

In connection with the closing of the Debt Settlement Arrangements, cash consideration in the amount of US$6.2 million and US$1.6 million was paid to Royal Gold and Equinox, respectively. In addition, as part of the Debt Settlement Arrangements, Bear Creek and Royal Gold entered into a 1.75% net smelter return royalty agreement on the Corani Project and an unsecured 2% net smelter return royalty agreement on the Mercedes mine and Bear Creek and Equinox entered into a 0.5% unsecured net smelter royalty agreement on the Corani Project. Highlander Silver also provided certain parental guarantees to Royal Gold and Equinox as to the obligations of Bear Creek and its subsidiaries under the royalty agreements.

Concurrently with the closing of the Arrangement and the Debt Settlement Arrangements, Highlander Silver repaid the advance and outstanding interest owed to Wheaton Precious Metals International Ltd. (“Wheaton”) pursuant to the support agreement dated November 22, 2022, as amended, between Bear Creek and Wheaton.

Upon completion of the Arrangement, Bear Creek became a wholly-owned subsidiary of Highlander Silver. The business and operations of Bear Creek have been combined with those of Highlander Silver. Other than in connection with the conduct of business in the ordinary course, the Company does not currently have any plans or proposals for material changes in its business or the acquired businesses that may significantly affect its financial performance or position. This includes any proposals to liquidate, sell, lease, or exchange all or a substantial part of the acquired businesses or to make any material changes to the Company’s business operations or structure.

To the knowledge of Highlander Silver, there has been no valuation opinion obtained within the last 12 months by Highlander Silver or Bear Creek required by securities legislation or a Canadian exchange or market to support the consideration paid by Highlander Silver in connection with the Arrangement.

The Arrangement was not with an “informed person” (as such term is defined in section 1.1 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”)), or an associate or affiliate of the Company.

May 5, 2026

The following financial statements, together with the notes thereto, are included as schedules to this Report, pursuant to Part 8 of NI 51-102:

The auditors have consented to the inclusion of their audit report on the Bear Creek Annual Financial Statements in this business acquisition report.

Cautionary Note Regarding Unaudited Pro Forma Condensed Consolidated Financial Statements

This Business Acquisition Report contains the Pro Forma Financial Statements. The Pro Forma Financial Statements have been prepared using certain of Highlander Silver’s and Bear Creek’s respective historical financial statements as more particularly described in the notes to the Pro Forma Financial Statements.

The Pro Forma Financial Statements should be read together with: (a) the Bear Creek Annual Financial Statements appended hereto as Schedule “A”; and (b) the audited consolidated financial statements of Highlander Silver as of December 31, 2025 and September 30, 2024, and the related consolidated statements of net loss and comprehensive loss, cash flows, and changes in equity for the fifteen month period ended December 31, 2025, and the year ended September 30, 2024 (the “Highlander Annual Financial Statements”).

The Pro Forma Financial Statements are not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected therein occurred on the dates indicated. Since the Pro Forma Financial Statements have been developed to retroactively show the effect of a transaction that occurred at a later date, there are limitations inherent in the very nature of pro forma financial information and data. The Pro Forma Financial Statements and adjustments, including the allocation of the purchase price, are based upon preliminary estimates of the fair value of the assets acquired and liabilities assumed, current available information and certain assumptions that the Company considers reasonable in the circumstances.

The Pro Forma Financial Statements contained in this Business Acquisition Report are included for informational purposes only and undue reliance should not be placed on the Pro Forma Financial Statements.

Forward-Looking Information

Certain statements contained in this Business Acquisition Report constitute forward-looking information and forward-looking statements under applicable securities laws (collectively, “forward-looking statements”). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements contained herein include, but are not limited to, the Pro Forma Financial Statements, statements concerning future events, Highlander Silver’s future performance and the integration of Bear Creek’s business and operations with Highlander Silver’s existing business. The use of any of the words “anticipate”, “plan”, “aim”, “target”, “contemplate”, “continue”, “estimate”, “expect”, “intend”, “propose”, “might”, “may”, “will”, “shall”, “project”, “should”, “could”, “would”, “believe”, “predict”, “forecast”, “pursue”, “potential”, “possible”, “capable” and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained herein are intended to provide readers with information regarding Highlander Silver, including its assessment of future plans, operations and financial performance related to the Arrangement and may not be appropriate for other purposes. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Although Highlander Silver believes these statements to be reasonable, no assurance can be given that the results or events anticipated in these forward-looking statements will prove to be correct and such forward-looking statements contained herein should not be unduly relied upon. Actual results or events could differ materially from those anticipated in the forward-looking statements. The forward-looking statements contained herein represent Highlander Silver’s expectations as of the date such statements were made and such expectations are subject to change. Highlander Silver disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable laws.

For additional information on Highlander Silver’s assumptions, the risks and uncertainties that could cause actual results to differ from the anticipated results or Highlander Silver’s material risk factors, please refer to the “Cautionary Note Regarding Forward Looking Statements and Forward Looking Information” sections included in Highlander Silver’s Annual Information Form (“AIF”) dated March 30, 2026, and in Highlander Silver’s most recently filed Management’s Discussion and Analysis (“MD&A”) filed on SEDAR+ on March 30, 2026, copies of which, together with the Highlander Annual Financial Statements, are available under Highlander Silver’s issuer profile on SEDAR+ at www.sedarplus.ca. The AIF and MD&A and sections thereof referred to herein, do not form part of, and are not incorporated by reference in, this Business Acquisition Report.

SCHEDULE “A”

AUDITED ANNUAL FINANCIAL STATEMENTS OF BEAR CREEK MINING CORPORATION

BEAR CREEK MINING CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

EXPRESSED IN US DOLLARS

Independent auditor’s report

To the Management of Highlander Silver Corp.

Our opinion

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Bear Creek Mining Corporation and its subsidiaries (together, the Company) as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

What we have audited

The Company’s consolidated financial statements comprise:

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants

Vancouver, British Columbia

April 23, 2026

Bear Creek Mining Corporation

Consolidated Statements of Financial Position

Expressed in U.S. Dollars ($000s)

Nature of operations and economic dependence (Note 1)

Subsequent Events (Note 25)

ON BEHALF OF MANAGEMENT: Signed “Daniel Earle”, CEO                Signed “Sunny Lowe”, CFO

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

Bear Creek Mining Corporation

Consolidated Statements of Loss and Comprehensive Loss

For the Years Ended December 31

Expressed in U.S. Dollars ($000s, except share data)

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

Bear Creek Mining Corporation

Consolidated Statements of Cash Flows

For the Years Ended December 31

Expressed in U.S. Dollars ($000s)

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

Consolidated Statements of Cash Flows

For the Years Ended December 31

Expressed in U.S. Dollars ($000s)  

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

Bear Creek Mining Corporation

Consolidated Statements of Changes in Equity

Express in U.S. Dollars ($000s, except share data)

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

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

Bear Creek Mining Corporation (“Bear Creek” or the “Company”) is a corporation governed by the Business Corporation Act (British Columbia), Canada. Prior to the completion of the acquisition of Bear Creek by Highlander Silver Inc. (“Highlander Silver”), its common shares traded on the TSX Venture Exchange (“TSX-V”) in Canada and the Bolsa de Valores de Lima in Peru under the symbol “BCM” and were posted for trading on the OTCQX Market in the U.S. under the symbol “BCEKF” and on the Börse Frankfurt in Germany under the symbol “OU6”. The Company’s head office, and principal address is 1200 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6.

Bear Creek is engaged in the production and sale of gold and silver, as well as other related activities, including exploration and development of precious and base metal properties in Peru and Mexico. The mining and exploration business involves a high degree of risk, and there can be no assurance that current mine production, exploration, and development projects will be profitable.

On December 18, 2025, the Company and Highlander Silver entered into a Definitive Arrangement Agreement (Note 25) for Highlander Silver to acquire all issued and outstanding common shares of Bear Creek (“the Highlander Transaction”). Following regulatory and Bear Creek shareholder approvals, the transaction was completed on February 26, 2026.

These consolidated financial statements were prepared following accounting principles applicable to a going concern, which assumes the Company will be able to continue operations for at least twelve months from December 31, 2025 and will be able to realize its assets and discharge its liabilities in the ordinary course of operations.

Currently, Bear Creek is economically dependent upon Highlander Silver for financial support and Bear Creek has commitments from Highlander Silver that it will receive support for at least the next twelve months. Highlander Silver will provide financial support to the Company such that the Company is able to operate as a going concern and to settle its liabilities as they fall due. In connection with the Highlander Transaction, Highlander Silver entered into Debt Settlement Arrangements (Note 26) with each of Royal Gold, Inc. (“Royal Gold”) and Equinox Gold Corp. (“Equinox”) (Note 20) in which Highlander Silver paid cash consideration and issued net smelter royalties to settle obligations owing by Bear Creek including the Short Term Loan (Note 13), Note Payable (Note 14), Convertible Debenture and Notes (Note 9), and Stream Arrangements (Note 10). Concurrently, Highlander Silver repaid and settled the Company’s Advances Received from Wheaton Precious Metals International Ltd. (“Wheaton”), for which the Company had previously been in breach with respect to a support agreement (Note 7).

The future recoverability of Bear Creek’s property and equipment, and resource property costs is dependent upon the ability of Bear Creek to obtain continued support from Highlander Silver, maintaining clear title to mineral claims, demonstrating the existence of economically recoverable reserves, and the future profitable production or proceeds from disposition of the underlying mineral properties.

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”).

The management of Highlander Silver approved these consolidated financial statements on April 23, 2026.

Basis of Measurement

These consolidated financial statements have been prepared on an accrual basis and are based on historical costs, modified where applicable. The functional currency of the Company and its subsidiaries is the United States (“US”) Dollar. These consolidated financial statements are presented in US dollars unless otherwise noted.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

Certain amounts in the consolidated financial statements of prior years have been reclassified to conform to current year presentation.

Material Accounting Policies

Consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are fully consolidated from the date the Company obtains control and continue to be consolidated until the date that control ceases. Control is achieved when the Company has the ability or right to cause variable returns from or is exposed to variable returns from its involvement with an entity and can affect those returns through its ability to direct the entity’s activities.

The subsidiaries of the Company, their activities, and their geographic locations at December 31, 2025 were as follows:

Foreign currencies

The functional currency of the Company and its subsidiaries is the US Dollar. Functional currency determinations were made by analyzing the currency of the primary economic environment in which the entity operates.

Transactions in foreign currencies are translated to the entity’s functional currency at the exchange rate in effect at the date of the transaction. At balance sheet dates, monetary assets and liabilities denominated in foreign currencies are translated at the period end date exchange rates. Non-monetary items measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction and subsequently amortized through profit or loss using this same exchange rate.

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 they are incurred. The Company does not have any financial assets or liabilities classified as at FVTPL.

Subsequent measurement of financial assets and liabilities depends on each asset or liability’s classification.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

Financial assets

Financial assets that meet the following conditions are measured at amortized cost:

The Company’s financial assets at amortized cost include its cash and trade receivables.

Financial liabilities and equity

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

A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another entity, or to exchange financial assets or financial liabilities with another entity.

The amortized cost of a financial asset or liability is the initial recognition minus principal repayments minus the cumulative amortization, using the effective interest method applied to the difference between the initial amount, payments made and the maturity amount, adjusted for any allowance due to expected credit losses. Interest expense is recognized using the effective interest method.

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

Derecognition

Financial assets are derecognized when the contractual rights to the cash flows from the asset expire. Financial liabilities are derecognized only when the Company’s obligations are discharged, cancelled or they expire. On derecognition, the difference between the carrying amount (measured at the date of derecognition) and the consideration received (including any new asset obtained less any new liability obtained) is recognized in profit or loss.

Resource property costs

The Company capitalizes the direct costs of acquiring mineral property interests. Option payments are considered acquisition costs if the Company intends to exercise the underlying option.

Costs in relation to exploration activities are expensed as incurred until such time that the property demonstrates technical feasibility and commercial viability. Upon demonstrating technical feasibility and commercial viability, and subject to an impairment analysis, additional costs for the property are capitalized prospectively as development costs within Resource Property. Technical feasibility and commercial viability coincide with the establishment of proven and probable mineral reserves and the approval by the Board of Directors to proceed to development. If no viable ore body is discovered on a property, previously capitalized acquisition costs are expensed in the period that the property is determined to be uneconomic or abandoned.

Resource property costs are assessed for impairment when facts or circumstances indicate that their carrying amount may exceed recoverable amounts, in accordance with IFRS 6 and IAS 36. Impairment indicators include the expiration of exploration rights without renewal, a decision to discontinue exploration due to lack of commercial viability, insufficient budget or plans for further exploration, or evidence suggesting the asset’s carrying value is unlikely to be recovered.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

When impairment indicators exist, the recoverable amount is determined as the higher of the asset’s fair value less costs of disposal or its value in use. If the carrying amount exceeds the recoverable amount, an impairment loss is recognized in profit or loss. Previously recognized impairment losses are not reversed in subsequent periods. Documentation of impairment assessments and key assumptions are maintained and disclosed in the financial statements as required. Management assessed impairment indicators related to the Company’s resource property costs and concluded that none existed as at December 31, 2025.

Provisions

(i) Decommissioning and restoration provision: the cost of future obligations to retire an asset including dismantling, remediation, and ongoing treatment and monitoring of the site related to normal operations is initially recognized and recorded as a liability based on estimated future cash flows discounted at a risk adjusted pre-tax discount rate. The decommissioning and restoration provision is adjusted at each reporting period for changes to the expected amount of cash flows required to discharge the liability, the timing of such cash flows and the pre-tax discount rate.

The liability is also accreted to full value over time through periodic charges to earnings as a finance expense in the statement of income (loss) and comprehensive income (loss).

The cost of decommissioning and restoration represents part of the cost of acquiring the asset’s future benefits; therefore, the decommissioning and restoration provision initially recognized is capitalized as part of the related asset’s carrying value and amortized to earnings on the same basis as the underlying asset.

(ii) Other provisions: provisions are recognized when a current legal or constructive obligation exists as a result of past events and settling the obligation will require a reliably estimable outflow of resources. Provisions are discounted using a pre-tax risk-adjusted interest rate.

Share-based compensation

The fair value method of accounting is used for share-based compensation. Under this method, the cost of stock options is recorded on the date of grant at estimated fair value using the Black-Scholes option pricing model. Whereas the estimated fair value of Restricted Share Units (“RSUs”) and Deferred Share Units (“DSUs”) is based on their intrinsic value on the date of grant. This cost is charged as share-based compensation to earnings over the vesting period. Share-based compensation is recognized over the vesting period based on the number of awards expected to vest. At the end of each reporting period, the Company revises its estimates based on the number of stock options expected to vest. The Company recognizes the impact of the revision to original estimates, if any, in the statement of loss and comprehensive loss.

Option pricing models require subjective assumptions, including the expected price volatility of the underlying instrument, assumed interest rates, and the expected option life. Changes, over time, in these assumptions can materially affect the estimated fair value of stock options or other equity-settled instruments granted.

The estimated fair value of RSUs and DSUs are classified as either equity-settled or cash-settled based on their obligation at the grant date, and settlement intent. The Company is not obligated to cash-settle these instruments and the Company’s Board has discretion on how these are ultimately settled. Equity-settled instruments are primarily used when the Company intends to issue shares upon vesting, with fair value determined at the grant date and not subsequently remeasured. Cash-settled instruments, however, require settlement in cash, and their fair value is remeasured at each reporting period, with changes recognized in profit or loss. The grant-date fair value of equity-settled awards is expensed over the vesting period, while cash-settled awards are recorded as liabilities and adjusted periodically for fair value changes.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

Streaming arrangements

Streaming arrangements are accounted for under IFRS 9 (FVTPL) if they meet the definition of a financial asset, or under IFRS 15 if they constitute revenue contracts. Under IFRS 9, such arrangements are recognized at fair value through profit or loss (FVTPL) with subsequent fair value changes recorded in earnings. If the arrangement includes embedded derivatives, they are accounted for separately unless closely related to the host contract. Derecognition occurs when the rights to cash flows expire or are transferred.

Under IFRS 15, streaming arrangements are assessed using the five-step revenue recognition model, recognizing revenue when control of goods or services transfers to the customer. Upfront payments may be recorded as contract liabilities or recognized progressively.

Revenue

The Company follows a five-step process in determining whether to recognize revenue from the sale of precious metals:

Revenue from contracts with customers is generally recognized on the settlement date when the customer obtains control of the delivered asset and the Company satisfies its performance obligations. The Company considers the terms of the contract in determining the transaction price. The transaction price is either fixed on the settlement date or based on the contract’s pricing terms.

Any Net Smelter Returns (“NSRs”) or royalties that the Company undertakes are considered as costs to the Company and are recorded in the statement of profit or loss in the period such NSRs are incurred.

Inventory

Material extracted from the mines is classified as either ore or waste. Ore represents material that, at the time of extraction, is expected to be processed into a saleable form and sold at a profit. Ore is accumulated in stockpiles and subsequently processed into gold and silver in a saleable form. Work-in-process represents gold and silver in the processing circuit that has not completed the production process and is not yet in a saleable form. Finished goods inventory represents gold and silver in saleable form, respectively.

Mine operating supplies represent consumables and other raw materials used in the production process, as well as spare parts and other maintenance supplies that are not classified as capital items.

Inventories are valued at the lower of cost and net realizable value. Cost is determined on a weighted average basis and includes all costs incurred to bring each product to its present location and condition. Cost of inventories includes direct labor, materials, and contractor expenses, depreciation of property, and equipment, including capitalized development costs.

Provisions to reduce inventory to net realizable value are recorded to reflect changes in economic factors that impact inventory value and to reflect present intentions for using slow-moving and obsolete supplies inventory. Net realizable value is determined with reference to relevant market prices less applicable selling expenses. Provisions recorded also reflect an estimate of the remaining costs of completion to bring the inventory into its saleable form. Provisions are also recorded to reduce mine operating supplies to net realizable value, generally calculated by reference to salvage or scrap values when it is determined that the supplies are obsolete. Provisions are reversed to reflect subsequent recoveries in net realizable value where the inventory is still on hand.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

Mineral property, equipment and leasehold improvements

Equipment and leasehold improvements are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, when it is probable that future economic benefits from such assets will flow to the Company and the cost of such assets can be measured reliably. The carrying amount of an asset is derecognized when it is sold, replaced or taken out of service. Repairs and maintenance costs are charged to the statement of loss and comprehensive loss during the period they are incurred.

Once a mineral property has been brought into commercial production, being the ability to consistently maintain production metrics, as determined by management for specific properties, the costs of any additional work on that property are expensed as incurred, except for exploration and development programs which constitute a betterment. Betterments are deferred and amortized over the remaining useful life of the related assets. Mineral properties include decommissioning and restoration costs related to the reclamation of mineral properties. Mineral properties are derecognized upon disposal or written off when no future economic benefits are expected to arise from the asset’s continued use or the cash-generating unit’s carrying value exceeds its recoverable amount. Any gain or loss on disposal of the asset, determined as the difference between the proceeds received and the carrying amount of the asset, is recognized in the consolidated statement of loss and comprehensive loss. Mineral properties are amortized on the unit-of-production basis using the mineable ounces extracted from the mine in the period as a percentage of the total mineable ounces to be extracted in current and future periods based on mineral reserves and units produced during the period. Mineral properties are recorded at cost, net of accumulated depreciation and depletion, and accumulated impairment losses and are not intended to represent future values. Recovery of capitalized costs depends on the successful development of economic mining operations or the disposition of the related mineral property.

Impairment for property and equipment

The application of the Company’s accounting policy for impairment of property and equipment requires judgment to determine whether indicators of impairment exist at each reporting date. The review of impairment indicators includes consideration of significant changes in both external and internal sources of information.

When impairment indicators exist, management estimates the recoverable amount of the cash generating unit (“CGU”) as the higher of the asset’s fair value less costs of disposal or its value in use and compares it against the CGU’s carrying amount. This review is generally performed on a property-by-property basis with each property representing a CGU.

Depreciation or depletion for property and equipment

Depreciation or depletion is computed using the following rates:

The Company allocates the amount initially recognized to each asset’s significant components and depreciates each asset separately. Residual values, amortization methods, and useful lives of the assets are reviewed at each financial period end and adjusted on a prospective basis if required.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

Gains and losses on equipment disposals are determined by comparing the proceeds with the asset’s carrying amount and are included in the statement of loss and comprehensive loss.

Income taxes

Income tax comprises current and deferred tax. Income tax is recognized in the statement of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case the related income tax is recognized directly in equity.

Current tax is the expected tax payable on taxable income for the year using tax rates enacted or substantively enacted at the end of the reporting period and any adjustments to tax payable in respect of previous years.

Generally, deferred tax is recognized on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the reporting date that are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that such assets can be recovered.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates except, in the case of subsidiaries, where the Company controls the timing of the reversal of the temporary difference, and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are presented as non-current.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities when they relate to income taxes levied by the same taxation authority and when the Company intends to settle its current tax assets and liabilities on a net basis.

Loss per share

Basic loss per share is computed by dividing the 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 is reflected in diluted earnings per share by applying 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.

Segmented information

The Company manages its segmented information and continuously reviews the information that aids the decision-making process for the officers of the Company.

The Company considers any component of the Company to be a segment:

Areas of Accounting Policy Judgment

The preparation of the consolidated financial statements in accordance with IFRS Accounting Standards requires management to make use of estimates and accounting policy judgments. The estimates and associated assumptions are based on historical experience and other factors believed to be reasonable under the circumstances and result in judgments about the carrying value of assets and liabilities. Actual results could differ from these estimates.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

Assessment of impairment and reversal of impairment indicators for property and equipment

The application of the Company’s accounting policy for impairment of mineral properties, property and equipment requires significant judgment to determine whether indicators of impairment exist, or whether there’s an indication of a reversal of previously recorded impairments. The review of impairment and reversal of impairment indicators includes consideration of significant changes in both external and internal sources of information, including factors such as:

Indicators of impairment were identified in 2024 on the Mercedes Mine. An impairment test was performed and an impairment of $27.2 million was recorded ($19 million to mining and other equipment, and $8.2 million to mineral property). During the year ended December 31, 2025, the Company performed an assessment of further impairment indicators, as well as indicators for reversal of the previously recorded impairment losses. This assessment considered general and specific factors and concluded that, although the current spot price of gold has increased from the time that the Mercedes impairment losses had been recognized, there is no indicator that the impairment reversed. The Company continues to not use the underlying mining equipment written-off, and uncertainty remains with the ability of the Mercedes mine to operate in accordance with its life-of-mine plan.

Impairment of resource property costs

At each reporting period-end, management applies judgment in assessing whether there are any indicators of impairment relating to its resource property costs. If there are indicators of impairment, the recoverable amount of the related asset is estimated in order to determine the extent of any impairment. Indicators of impairment may include:

No indicators of impairment were identified on the Company’s resource property costs as of December 31, 2025 (Note 5).

Uncertain tax positions

The Company’s operations involve the application of complex tax regulations in multiple international jurisdictions. Determining the tax treatment of a transaction requires the Company to apply judgment in its interpretation of the applicable tax law. These positions are not final until accepted by the relevant tax authority. The tax treatment may change based on the result of assessments or audits by the tax authorities often years after the initial filing.

The Company recognizes and records potential liabilities for uncertain tax positions based on its assessment of the amount, or range of amounts, of tax that will be due. The Company adjusts these accruals as new information becomes available. Due to the complexity and uncertainty associated with certain tax treatments, the ultimate resolution could result in a payment that is materially different from the Company’s current estimate of the tax liabilities.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

Areas of Estimation Uncertainty

Mineral reserves and resources

Mineral reserves are estimates of ore that can be economically and legally extracted from the Company’s mineral property. The Company estimates its mineral reserves and mineral resources based on information compiled by appropriately qualified persons. Such estimates require complex geological assessments to interpret the data. Additionally, the estimation of recoverable mineral reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, metallurgical recoveries, permitting and production costs along with geological assumptions made in estimating the size and grade of the ore body. Changes in the mineral reserve or mineral resource estimates may impact the carrying value of mining interests, mine restoration provisions, depreciation and amortization charges and royalty obligations.

Value added taxes

The Company incurs indirect taxes, including value-added tax, on purchases of goods and services at its operating mines and exploration projects. Indirect tax balances are recorded at their estimated recoverable amounts within current or long-term assets, net of provisions, and reflect the Company’s best estimate of their recoverability and timing of receipt under existing tax rules. Management’s assessment of recoverability considers the probable outcomes of claimed deductions and/or disputes. The provisions and balance sheet classifications made to date may be subject to change and such change may be material.

Substantial Debt modification

On December 18, 2025, the Company and Highlander Silver entered into the Highlander Transaction (Note 25). In connection with the Transaction, Highlander Silver entered into Debt Settlement Arrangements (Note 26) with each of Royal Gold, and Equinox (Note 20) in which Highlander Silver paid cash consideration and issued net smelter return royalties to settle obligations owing by the Company including the Short Term Loan (Note 13), Note Payable (Note 14), Convertible Debenture and Notes (Note 9), and Stream Arrangements (Note 10). Concurrently, both Royal Gold and Equinox agreed to extend the interest accrual period on Bear Creek’s convertible debts owing to both parties from December 31, 2025 to the earlier of (i) the closing date of the Highlander Transaction and (ii) the termination of the Highlander Transaction in accordance with its terms.

Management determined these events gave rise to a substantial modification of the terms of its existing financial liabilities (Short Term Loan, Note Payable, Convertible Debenture and Notes, and Stream Arrangements), extinguishing the original liabilities and recognize new financial liabilities at fair value through profit and loss. The valuation of convertible debentures, note and stream arrangements prior and post the Highlander Transaction involves significant judgement on the valuation approach as well as the use of estimates and inputs based on best available market information.

Asset retirement obligation

The Company’s provision for reclamation and closure costs represents management’s best estimate of the present value of the future cash outflows required to settle the liability which reflects estimates of future costs, the timing of the cash flows associated with the future costs, inflation, and movements in foreign exchange rates when liabilities are anticipated to be settled in a currency other than US$. Cost estimates can vary in response to many factors including changes to the relevant legal requirements, whether closure plans achieve intended reclamation goals, the emergence of new restoration techniques, or experience at other mine sites, local inflation rates, and foreign exchange rates. The expected timing of expenditures can also change, for example, in response to changes in mineral reserves, production rates, or economic conditions.

The Company’s assumptions are reviewed at the end of each reporting period and adjusted to reflect management’s current best estimate and changes in any of the aforementioned factors can result in a material change to the provision recognized by the Company.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

Amendments to IAS 1 – Presentation of Financial Statements

Amendments to IAS 1 resulted in the classification of equity-settleable convertible notes (Note 9 and 14) and warrant liabilities (Note 15) as current liabilities. Liabilities may be classified as non-current if a company has a substantive right to defer settlement for at least 12 months as at the end of the reporting period. The convertible notes are convertible at the option of the holders upon satisfaction of certain conditions that are beyond the control of the Company. If such conditions are satisfied, the convertible notes would be convertible at the option of the holders and upon conversion, the convertible notes may be settled, at the Company’s election, in common shares of the Company, cash or a combination thereof. As a result, the Company does not have the right to defer settlement of the convertible notes for more than 12 months as at the end of the reporting period. Similarly, the Company has share purchase warrants outstanding in which each share purchase warrant is exercisable at the option of the holders into one common share of the Company, and therefore the Company also does not have the right to defer settlement of the warrant liability for more than 12 months as at the end of the reporting periods.

Pronouncements not yet effective

The following standards, amendments and interpretations have been issued but are not yet effective. The Company is currently assessing the impact of these standards on its financial statements and has not yet determined the extent of their effect:

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

The inventory balance as at December 31, 2025 relates to the materials, finished goods, work in process inventory and current ores stockpiles at Mercedes mine. During the year ended December 31, 2025, the Company recognized $78.0 million (December 31, 2024 – $67.3 million) in cost of goods sold. During the year ended December 31, 2025, the Company recorded a net realizable value adjustment to Materials and Supplies inventory of $1.9 million (December 31, 2024 - $2.0 million).

The Company has one customer outside of its current selling arrangements (Note 10 and Note 14) and majority of the trade receivable balances relate to that one customer.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

As part of the consideration of the Sandstorm Restructuring Agreement, the Company issued a 1% NSR to Sandstorm. The fair value of the NSR royalty was estimated at $12.0 million (Note 8). Management has accounted for the consideration given as a reduction to the carrying value of the Corani mineral interest.

The Company has a 100% interest in the Corani Project located in the Department of Puno, Peru. Engineering and evaluation costs incurred on the Corani Project are expensed. Details are as follows:

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

Other exploration and evaluation costs include administrative expenses for maintaining and managing projects and concession payments, which are not directly attributable to the Company’s Corani project.

Total other exploration and evaluation costs incurred during the year ended December 31, 2025 was $0.4 million (December 31, 2024 - $5.1 million).

The Company expenses the value added tax it pays during the exploration phase. During the year ended December 31, 2025, the total value added taxes paid were $0.5 million (December 31, 2024 - $0.5 million). The Company also received a total of $0.2 million in form of Peruvian value added taxes refunds (December 31, 2024 - $0.1 million).

On November 22, 2022, the Company received a $2.0 million advance from Wheaton for additional testing to be performed relative to one of the Company’s projects. Repayment of the principal, along with interest at a rate of 7% that may apply from November 22, 2022 up to June 30, 2025, then at 15% up to its due date on September 30, 2025 or thereafter, and subject to the third party’s satisfaction with the results of the testing program. As of December 31, 2025, the Company has not repaid the outstanding balance, resulting in a breach of the agreement. Accordingly, the lender has the right to demand immediate repayment of the full amount outstanding, and the amount continues to be classified as a current liability. As at December 31, 2025, Advances received include accrued interest of $0.5 million (December 31, 2024 - $0.3 million). Management evaluated the breach of the agreement and determined it has not triggered cross-defaults under the Company’s other borrowing arrangements.

Subsequent to year-end, advances received from Wheaton have been fully repaid (Note 25).

On January 22, 2024, the Company closed the Sandstorm Restructuring Agreement for Stream Arrangements (Note 10), effective January 1, 2024, and debt amendments (Note 9 and Note 14). The total consideration issued on the Sandstorm Restructuring Agreement was $20.3 million and comprised of the following:

The fair value of the NSR royalty for Corani was determined using an in-situ market valuation approach with key assumptions including value per ounce of silver based on comparable market transactions, and the mineral resource estimate for Corani was prepared by third-party qualified persons.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

Management evaluated the terms of the Sandstorm Restructuring Agreement and determined that it represented a substantial modification to the existing stream and debt agreements and has accounted for it as an extinguishment of the existing agreements and the issuance of new stream and debt agreements. The Company recognized a net loss on the extinguishment of the debt and stream agreements of $8.3 million, resulting from the fair value of the consideration issued and extinguishment and recognition of the new stream, debt instruments, and additional consideration as follows:

The Company and Sandstorm have also signed the Cross Default Agreement, providing that, if any event of default occurs under any of the Transaction Documents, any or all outstanding obligations become immediately due and payable, all security agreements, charges, pledges, or guarantees shall become immediately enforceable and enforcements proceedings must commence. “Transaction Documents” defined as, collectively, the Sandstorm Stream Agreement (Note 10), the Sandstorm Convertible Debenture (Note 9), the Nomad Stream Agreement (Note 10), and the Sandstorm Promissory Note (Note 14). This Cross Default Agreement also extends to agreements entered as of the date of the financial statements namely, the completed Deferred Interest amendments on its Debt Arrangements until December 31, 2025 (Note 9 and 14) but excludes the agreement for Advances Received (Note 7).

Subsequent to year-end, Highlander Silver completed the Debt Settlement Agreements (Note 26), pursuant to which all of the Company’s outstanding indebtedness owing to affiliates of Royal Gold and Equinox are settled.

Amended Sandstorm Convertible Debenture

On January 22, 2024, the Company restructured the Sandstorm Convertible Debenture into the Amended Sandstorm Convertible Debenture (Note 8). The Amended Sandstorm Convertible Debenture bears interest at 7% per annum, is convertible into common shares of the Company at a strike price of C$0.73 per share and has a maturity date of September 22, 2028.

On April 10, 2025, the Company and Sandstorm agreed to defer the monthly interest payments on the Amended Sandstorm Convertible Debenture. Where the monthly interest payments payable on the last day of each month from and including February 2025 to November 2025, at 7% per annum, compounded monthly, and any accrued and unpaid interest (the “Deferred Interest”) thereon is payable in full on December 31, 2025. In addition, interest shall also accrue monthly on the Deferred Interest at the rate of 7% per annum.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

On December 18, 2025, the Company and Highlander Silver agreed to the terms of the Highlander Transaction (Note 25). On that same date, the following agreements were also entered:

This was determined to be a substantial modification to the Convertible Debentures and notes. Refer to Note 26.

Subsequent to year-end, the Highlander Transaction (Note 25) and Debt Settlement Arrangements have been completed (Note 26).

Prior to December 18, 2025, the Amended Sandstorm Convertible Debenture comprises a host loan and an embedded derivative liability. The host loan represents the debt component of the debenture, reflecting the present value of future principal and interest payments discounted at a market rate of interest for a similar non-convertible instrument. The conversion option associated with the Amended Sandstorm Convertible Debenture was determined to be an embedded derivative as the value of the conversion option (Amended Sandstorm Convertible Debenture Option) changes in response to the Company’s share price and due to foreign exchange movements. The Amended Sandstorm Convertible Debenture Option is a financial liability measured at its estimated fair value with changes in value being recorded in the statement of loss. The host loan is measured at its estimated fair value at initial recognition and subsequently measured at amortized cost. The fair value of the Amended Sandstorm Convertible Debenture Option was estimated using the Partial Differential Equation model.

The assumptions used to determine the fair value of the Amended Sandstorm Convertible Debenture Option under the Partial Differential Equation model on December 17, 2025 and December 31, 2024 are set in the table below:

The expected stock price volatility is estimated using the historical weekly stock price volatility of comparable companies over the remaining term of the Amended Sandstorm Convertible Debenture. This approach assumes that companies with similar industry exposure, market capitalization, and risk profiles exhibit comparable stock price behavior. These individual volatilities are then averaged to derive an expected volatility estimate for the Company.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

A continuity of the Amended Sandstorm Convertible Debenture is as follows:

Equinox Note

On October 19, 2023, the Company issued a secured convertible promissory note in the amount of $26,632,458 (the “Equinox Note”) to defer an existing $26 million five-year convertible interest-bearing promissory note payable to Equinox. The Equinox Note bears interest at a rate of 7% per annum and will mature on October 19, 2028. It also allows the holder, at their option, to convert the principal, in whole or in part, into common shares of the Company at any time before maturity at a conversion price of C$0.73 per common share. Interest is calculated and payable monthly in arrears on the last day of a calendar month.

On April 10, 2025, the Company and Equinox agreed to defer the monthly interest payments on the Equinox Note. Where the monthly interest payments payable on the last day of each month from and including February 2025 to November 2025, at 7% per annum, compounded monthly, and any Deferred Interest thereon is payable in full on December 31, 2025. In addition, interest shall also accrue monthly on the Deferred Interest at the rate of 7% per annum.

On December 18, 2025 there was a substantial modification to the Equinox Note. Refer to Note 26.

Prior to December 18, 2025, the Equinox Note comprises a host loan (the “Equinox Debenture”) and an embedded derivative liability (the “Equinox Conversion Option”). The Equinox Conversion Option was determined to be an embedded derivative as the value of the conversion option changes in response to the Company’s share price and due to foreign exchange movements. The embedded derivative liability is a financial liability measured at its estimated fair value with changes in value being recorded in the statement of loss. The Equinox Debenture is measured at its estimated fair value at initial recognition and subsequently measured at amortized cost. The fair value of the Equinox Conversion Option was estimated using the Partial Differential Equation model.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

The assumptions used to determine the fair value of the Equinox Conversion Option under the Partial Differential Equation model on December 17, 2025 and December 31, 2024 are set in the table below:

A continuity of the Equinox Note is as follows:

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s) 

Restructured Sandstorm Gold Stream

On January 22, 2024, pursuant to the Sandstorm Restructuring Agreement (Note 8) and effective January 1, 2024, the Company reduced its refined gold delivery obligation to Sandstorm from 600 ounces per month to 275 ounces per month, until the last delivery in April 2028 (“Restructured Sandstorm Gold Stream”). Under this agreement, the Company receives cash payment equal to 25% (previously 7.5%) of the London Bullion Market Association’s PM fix for the day before the delivery date.

The Company determined that it would not be able to meet the delivery requirements of the Restructured Sandstorm Gold Stream without net settlement, in addition to the variability of the pricing and delivery amount of gold, leading to the agreement being accounted for as a derivative financial liability measured at fair value through profit or loss each reporting period. Prior to the Restructured Sandstorm Gold Stream, the gold delivery obligation to Sandstorm was accounted for as deferred revenue.

On December 18, 2025, there was a substantial modification to the Stream Arrangements. Refer to Note 26.

Prior to the substantial modification on December 18, 2025, the fair value of the Restructured Sandstorm Gold Stream was estimated with a Discounted Cash Flow model using the reserves at the Mercedes mine and an allocated portion of indicated and inferred resources.

The assumptions used to determine the fair value of the Restructured Sandstorm Gold Stream with a Discounted Cash Flow model using the reserves at the Mercedes mine and an allocated portion of indicated and inferred resources on December 17, 2025 and December 31, 2024 are set in the table below:

A continuity of the Restructured Sandstorm Gold Stream is as follows:

During the year ended December 31, 2025, the Company, under the Restructured Sandstorm Gold Stream, delivered 3,300 ounces (December 31, 2024 – 3,300 ounces) of refined gold to Royal Gold and recognized a total sales revenue of $11.4 million (December 31, 2024 – $7.8 million), including the 25% cash payment.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

Restructured Silver Stream

On April 21, 2022, as part of the Mercedes acquisition, the Company assumed a silver stream arrangement (“Nomad Silver Stream”) requiring deliveries of 75,000 ounces of silver per quarter until 1.2 million ounces are delivered. After that, the Company is contracted to deliver 100% of its silver production until 3.75 million ounces are delivered. After 3.75 million ounces are delivered, the mine will deliver 30% of its silver production. The Company was paid 20% of the LBMA silver fix for the day before delivery. The principal repayment on the liability is variable based on 80% of the silver price applied to ounces delivered under the contract. This Nomad Silver Stream was accounted for as a derivative financial liability measured at fair value through profit or loss each reporting period.

On January 22, 2024, the Company restructured the Nomad Silver Stream and effective January 1, 2024, the silver stream deliveries were fully suspended until April 2028 (the “Restructured Nomad Silver Stream”). After April 2028, the Company is required to resume deliveries under this stream arrangement and will receive cash payments of 25% (previously 20%) of the silver price applied to 100% of its production with no minimum delivery requirements.

The Company determined that it would not be able to meet the delivery requirements of the Restructured Nomad Silver Stream when deliveries resume after April 2028, leading to the agreement being accounted for as a derivative financial liability measured at fair value through profit or loss each reporting period.

On December 18, 2025, there was a substantial modification to the Stream Arrangements. Refer to Note 26.

Prior to the substantial modification on December 18, 2025, the fair value of the Restructured Sandstorm Silver Stream was estimated with a Discounted Cash Flow model using the reserves at the Mercedes mine and an allocated portion of indicated and inferred resources.

The assumptions used to determine the fair value of the Restructured Sandstorm Silver Stream with a Discounted Cash Flow model using the reserves at the Mercedes mine and an allocated portion of indicated and inferred resources on December 17, 2025 and December 31, 2024 are set in the table below:

For the year ended December 31, 2025, the Company, under the Restructured Silver Stream, has delivered nil ounces (December 31, 2024 – nil ounces) of refined silver to Sandstorm and recognized a total sales revenue of $nil (December 31, 2024 - $nil).

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

A continuity of the Restructured Silver Stream is as follows:

On April 21, 2022, as part of the Mercedes acquisition, the Company assumed provision for environmental rehabilitation resulting from an ownership interest in a mill, mining equipment, and previously mined property interests. The provision consists primarily of costs associated with mine reclamation and closure activities. These activities generally include costs for decommissioning the mill complex and related infrastructure, ensuring the physical and chemical stability of the tailings area, post-closure site security, and monitoring costs. The Company considers such factors as changes in laws and regulations and requirements under existing permits in determining the estimated costs. Such analysis is performed on an ongoing basis.

The Company estimates that the undiscounted future value of the cash flows required to settle the closure provision is $22.9 million (December 31, 2024 - $20.3 million) for the Mercedes mine. The Company expects these cash flows outflows to begin in 2027. In calculating the December 31, 2025 estimate, management used the Mexican risk-free interest rate of 8.8% (December 31, 2024 – 10.4%), Mexican inflation rate of 3.7% (December 31, 2024 – 3.7%), and a forecasted Mexican inflation rate of 3.6% (December 31, 2024 – 3.6%).

A continuity of the Provision for Site Restoration is as follows:

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

On April 8, 2013, the Company entered into a Framework Agreement for the Sustainable Use of Natural Resources in the Mining Project Corani (the “Framework Agreement”) with the Corani District Municipality, five surrounding communities, and relevant ancillary organizations. The Framework Agreement was for an initial payment (the “Initial Payment”) and 22 successive payments (the “Successive Payments”) of Peruvian Sol (“S/”) 4 million to be made into a trust designed to fund community projects. These Successive Payments of S/4 million per year were dependent on the Company receiving permits to build the processing facilities and the mining installations, which were received during 2018. On initial recognition of the Successive Payments, the Company used a pre-tax risk-adjusted interest rate of 10.0% to discount the obligation and recognized a liability of $11.2 million.

The Framework Agreement with the local communities and the Corani Environmental and Social Impact Assessment (“ESIA”) requires the Company to undertake certain development work, such as access roads, mine camp and maintenance and storage facilities, and an electrical substation.  The Company began development work in 2018 in accordance with the ESIA and the Framework Agreement.

As at December 31, 2025, the total undiscounted obligation remaining under the Framework Agreement was $16.6 million (December 31, 2024 – $15.9 million).

A continuity of the Community Projects Obligation is as follows:

On September 13, 2023, the Company entered into an unsecured short term loan via a Promissory Note with Equinox (“Short Term Loan”) in the amount of $1.3 million, effective September 7, 2023. The loan bears interest at 13% with interest calculated daily and the outstanding balance (interest and principal) is callable by Equinox as of January 7, 2024.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

A continuity of the Short Term Loan is as follows:

On December 18, 2025, Highlander Silver and Equinox agreed to enter into a Debt Settlement Agreement, pursuant to which all of the Company’s outstanding indebtedness owing to Equinox would be settled upon completion of the Highlander Transaction. This was recognized as a substantial modification to the Short Term Loan. Refer to Note 26.

Subsequent to year-end, the Highlander Transaction (Note 25) and Debt Settlement Arrangements have been completed (Note 26).

Sandstorm Promissory Note

On January 22, 2024, pursuant to the Sandstorm Restructuring Agreement, the Company and Sandstorm agreed to convert the $9 million Sandstorm Secured Loan (the “Note”) into a 5-year promissory note bearing interest at 7% per year and convertible into common shares of Bear Creek at a strike price of C$0.73 per share (the “Sandstorm Promissory Note”). Under this agreement, Sandstorm agreed to make up to $8 million in additional credit (the “Interim Credit”) available to Bear Creek prior to August 31, 2024. Any amounts drawn from the Interim Credit would be added to the principal amount of the Sandstorm Promissory Note. As at December 31, 2025, the Company has fully drawn $8.0 million (December 31, 2024 - $8.0 million) from the Interim Credit.

On April 10, 2025, the Company and Sandstorm agreed to defer the monthly interest payments on the Sandstorm Promissory Note. Where the monthly interest payments payable on the last day of each month from and including February 2025 to November 2025, at 7% per annum, compounded monthly, and any Deferred Interest thereon is payable in full on December 31, 2025. In addition, interest shall also accrue monthly on the Deferred Interest at the rate of 7% per annum.

On December 18, 2025, there was a substantial modification to the Note Payable. Refer to Note 26.

Prior to the substantial modification on December 18, 2025, the Sandstorm Promissory Note comprises a host loan and an embedded derivative liability. The conversion option associated with the Sandstorm Promissory Note were determined to be an embedded derivative as the value of the conversion option (Sandstorm Promissory Note Option) changes in response to the Company’s share price and due to foreign exchange movements. The Sandstorm Promissory Note Option is a financial liability measured at its estimated fair value with changes in value being recorded in the statement of loss. The host loan is measured at its estimated fair value at initial recognition and subsequently measured at amortized cost.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

The assumptions used to determine the fair value of the Sandstorm Promissory Note Option under the Partial Differential Equation model on December 17, 2025 and December 31, 2024 are set in the table below:

A continuity of the Sandstorm Promissory Note is as follows:

2025 Sandstorm Note

On May 8, 2025, the Company issued a secured promissory note (the “2025 Sandstorm Note”) to a wholly-owned subsidiary of Sandstorm for up to $6.5 million, drawable in monthly increments of up to $600,000, with a maturity date of September 22, 2028. The note bears interest at 7% per annum, accruing monthly and payable beginning on September 30, 2025. Interest payments payable from June to November 2025 were to be deferred and paid in full on December 31, 2025, with Deferred Interest also accruing at 7% per annum. The 2025 Sandstorm Note is convertible into common shares at C$0.73 per share, subject to TSX-V approval, provided such conversion does not raise Sandstorm’s ownership above 19.99%.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

To secure the 2025 Sandstorm Note, the Company granted Sandstorm:

The 2025 Sandstorm Note was issued in pari passu with the Sandstorm Promissory Note, Amended Sandstorm Convertible Debenture (Note 9), and Equinox Note (Note 9).

On May 21, 2025, the Company drew $1.2 million from this note. Upon initial recognition, the call option was estimated to have a fair value of $0.1 million using the Partial Differential Equation Model. As at December 31, 2025, the Company has drawn $5.4 million from this note.

On December 18, 2025, there was a substantial debt modification. Refer to Note 26.

Subsequent to year-end, the Highlander Transaction (Note 25) and Debt Settlement Arrangements have been completed (Note 26).

Prior to December 18, 2025, the 2025 Sandstorm Promissory Note comprises a host loan and an embedded derivative liability. The conversion option associated with the Sandstorm Promissory Note were determined to be an embedded derivative as the value of the conversion option (2025 Sandstorm Promissory Note Option) changes in response to the Company’s share price and due to foreign exchange movements. The 2025 Sandstorm Promissory Note Option is a financial liability measured at its estimated fair value with changes in value being recorded in the statement of loss. The host loan is measured at its estimated fair value at initial recognition and subsequently measured at amortized cost.

The assumptions used to determine the fair value of the 2025 Sandstorm Promissory Note Option under the Partial Differential Equation model on December 17, 2025 and the initial recognition are set in the table below:

A continuity of the 2025 Sandstorm Note is as follows:

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

The Company’s warrants are accounted for as a derivative financial liability measured at fair value at each financial reporting date with changes in value recorded in the statement of loss, as the exercise price is denominated in a different currency other than the functional currency of the Company. The fair value of the warrant liability was estimated using their intrinsic value, as the warrants are publicly traded. The warrants expire October 5, 2028.

The changes in warrants during the year ended December 31, 2025, and December 31, 2024, were as follows:

A continuity of the fair value of the Warrant Liability is as follows:

Subsequent to year-end, certain warrants were exercised and the remaining warrants will continue trading in accordance with the terms of the Highlander Transaction (Note 25).

Authorized and Issued Share Capital

The Company is authorized to issue an unlimited number of common shares without par value.

2025 Activity

On March 11, 2025, the Company completed a bought deal private placement of 64,445,000 common shares at a price of C$0.225 per share (the “Offering Price”) for aggregate gross proceeds of C$14.5 million ($10.0 million) (the “Offering”). The Company paid cash commissions of C$0.5 million ($0.4 million), which is equal to 6.0% of the gross proceeds received by the Company from the issuance and sale of 38,667,000 shares.

Each of Sandstorm and Equinox purchased 32,222,500 Shares on a gross basis pursuant to the Offering, or 12,889,000 Shares on a net basis after giving effect to Equinox and Sandstorm concurrently disposing of 19,333,500 shares to an arm’s length third-party on a joint and several basis at the Offering Price immediately prior to the closing of the Offering (the “Concurrent Sale”). The Company did not receive any proceeds from the Concurrent Sale. Prior to the Concurrent Sale and the Offering, Sandstorm and Equinox held 45,492,399 and 25,397,160 shares, respectively, which represented approximately 19.97% and 11.15% of the Company’s issued and outstanding common shares. Following the Concurrent Sale and the Offering, Sandstorm and Equinox hold 58,381,399 and 38,286,160 shares, respectively, which represent approximately 19.98% and 13.10% (Note 20) of the Company’s issued and outstanding common shares.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

During the year ended December 31, 2025, the Company issued 250,000 common shares (December 31, 2024 – nil) from the exercise of stock options, whereas 771,430 common shares (December 31, 2024 – 5,000) were issued from the exercise of share purchase warrants (Note 15).

Subsequent to year-end, the Company issued 50,000,000 common shares from the completion of a of a Private Placement (Note 25).

Subsequent to year-end, the Company issued 13,617,024 common shares from warrant and stock option exercises, and RSU and DSU vesting (Note 25)

Subsequent to year-end, the Company issued 1,488,698 common shares for in-the-money stock options, and RSU and DSU vesting prior to the completion of the Highlander Transaction (Note 25).

2024 Activity

In consideration for the Sandstorm Restructuring Agreement (Note 8), the Company issued 28,767,399 common shares of the Company to Sandstorm at fair value of C$0.19 per Common Share for an aggregate value of approximately C$5.5 million or $4.1 million.

Stock Option Plan

The Company has established a share purchase option plan (the “Stock Option Plan”) and a long-term incentive plan (“LTIP”). Under the Stock Option Plan, the Board of Directors may, from time to time, grant options to directors, officers, employees, or consultants. Options granted must be exercised no later than ten years from the date of grant or such lesser period as determined by the Board of Directors. Under the Stock Option Plan, the exercise price of an option cannot be lower than the closing price on the TSX-V on the trading date preceding the grant date, less the maximum discount permitted under TSX policies applicable to share purchase options. The Board of Directors also sets vesting terms for each grant. The Stock Option Plan provides that the aggregate number of shares reserved for issuance under the plan (including shares issuable upon the exercise of existing options and restricted or DSUs issuable under the Company’s Long Term Incentive Plan) shall not exceed 10% of the total number of issued and outstanding common shares of the Company on a non-diluted basis, as constituted on the grant date of such options. Under the LTIP, the Board of Directors may, from time to time, award RSUs or DSUs to directors, officers, employees, and in the case of RSUs, consultants. Under the LTIP, the maximum number of shares the Company is entitled to issue from treasury for payments regarding awards of DSUs and RSUs is an aggregate of 5,000,000 shares. The Stock Option Plan and the LTIP may not cumulatively exceed 10% of the total number of shares issued and outstanding. Both the Stock Option Plan and the LTIP are intended to be equity-settled, with participants receiving common shares of the Company upon vesting or exercise.

Stock Options

During the year ended December 31, 2025, the Company did not grant any stock options (December 31, 2024 - 2,562,500).

During the year ended December 31, 2025, the Company recognized $0.1 million of share-based payments expense based on the graded vesting schedule of the stock options. During the year ended December 31, 2024, the Company recognized $0.5 million of share-based payments expense based on the graded vesting schedule of the stock options and RSU grants.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

The changes in share options during the year ended December 31, 2025, and December 31, 2024, were as follows:

A summary of the Company’s stock options outstanding as at December 31, 2025 is as follows:

Subsequent to year-end, certain stock options were exercised and have vested in accordance with the terms of the Highlander Transaction (Note 25).

RSUs

On June 26, 2024, the Company granted 1,622,500 RSUs to officers, directors, and employees of the Company. The RSUs entitle the holders to receive common shares of the Company equal to the number of RSUs on their respective vesting date and were classified as equity-settled. The Company calculated a fair value of $0.4 million for these RSUs using Black Scholes Options pricing model. These RSUs have the following vesting schedule:

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

The assumptions used to determine the fair value of the RSUs granted during the year are set in the table below:

The LTIP permits the RSUs to be settled in either shares or cash, at the Company’s discretion. During the beginning of the current reporting period, management reassessed the classification of outstanding RSUs based on historical settlement practices and concluded that a constructive obligation exists to settle awards in cash.

On December 18, 2025, the Company and Highlander Silver agreed to the terms of the Definitive Arrangement Agreement (Note 25). Pursuant to this, the Company’s RSUs will vest, net exercise, and convert into shares of Bear Creek upon completion of the Highlander Transaction.

The changes in RSU’s during the period ended December 31, 2025, and the year ended December 31, 2024, were as follows:

As at December 31, 2025, the Company had vested and exercisable RSUs of nil (December 31, 2024 – nil).

Subsequent to year-end, all outstanding RSUs have vested (Note 25).

DSUs

Continuity of DSUs is as follows:

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

As at December 31, 2025 and December 31, 2024, the following stock options, RSUs, and DSUs were under grant and available for issuance:

Subsequent to year-end, but prior to the completion of the Highlander Transaction, all outstanding DSUs have vested (Note 25).

The Company’s revenues are primarily from sales of gold and silver. These products are sold to Royal Gold and its subsidiary (Note 10 and 19) and Asahi Refining.

The revenue for the year ended December 31, 2025 is shown below:

The cost of sales for the year ended December 31, 2025 is shown below:

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

On December 10, 2025, the Company executed the sale of its 100% interest in the Tassa Project, located in Southern Peru (“Tassa”) to a wholly-owned subsidiary of Colque Holding Pty Ltd (“Colque”), a private Australian company. Tassa is an early-stage exploration property for which no exploration and evaluation assets had been capitalized in accordance with the Company’s accounting policy.

Total consideration for the sale is $3.5 million to be made in payments over a 30-month period as outlined below. To complete the sale, the Company also paid cash commissions equal to 2.0% of the gross proceeds received.

The Deferred Consideration payments are secured in favour of the Company by a first-ranking security interest over the Tassa concessions. It also includes a significant financing component. Accordingly, the consideration has been measured at fair value at the date of disposal using a present value approach.

At December 10, 2025, the fair value of the total consideration was determined to be approximately $2.8 million, discounted using an effective interest rate of 15% per annum, reflecting the credit risk of the counterparty and market conditions.

The Deferred Consideration receivable was recognized initially at a fair value of approximately $2.3 million and is subsequently measured at amortized cost using the effective interest method. As at December 31, 2025, the Deferred Consideration receivable of $2.3 million is recorded as part of Other Receivables (Note 4).

Upon settlement of Colque’s acquisition of Tassa, Colque (or its successors) granted the Company a 2% net smelter return royalty in respect of all minerals produced from Tassa, of which Colque may buy back 1% through the payment of an additional $2.5 million.

Compensation of key management personnel

The remuneration of the directors, president and chief executive officer, chief financial officer, chief operating officer, and the vice president of project development (collectively, the key management personnel) was as follows:

As at December 31, 2025, $0.1 million (December 31, 2024 – $nil) was due for director fees.

Bear Creek Mining Corporation

Notes to Consolidated Financial Statements

December 31, 2025

Expressed in U.S. Dollars ($000s)

Sandstorm

Sandstorm is a related party of the Company and as at December 31, 2025, owns 19.98% (December 31, 2024 - 19.98%) of the Company’s issued and outstanding common shares. Details of transactions and balances with Sandstorm are disclosed in the Sandstorm Restructuring Agreement (Note 8), Convertible Debenture (Note 9), Streaming Arrangement (Note 10), and Note Payable (Note 14).

On October 20, 2025, Royal Gold completed the acquisition of Sandstorm.

Equinox

Equinox is a related party of the Company and as at December 31, 2025 owns 13.10% (December 31, 2024 - 11.16%) of the Company’s issued and outstanding common shares. Details of transactions and balances with Equinox are disclosed in the Equinox Note (Note 14) and Short Term Loan (Note 13).

On December 18, 2025, the Company with Royal Gold and Equinox agreed to extend the Deferred Interest accrual period (the “Interest Deferral Agreement”) for the Amended Sandstorm Convertible Debenture (Note 9), Equinox Note (Note 9), and Note Payable (Note 14), from December 31, 2025 to the earlier of (i) the Closing Date and (ii) the termination date of the Highlander Transaction (Note 25).

Subsequent to year-end, Highlander Silver with Royal Gold and Equinox completed the Debt Settlement Agreements (Note 26) to settle the outstanding indebtedness of the Company.

The Company’s business consists of two reportable segments, namely Mercedes and Corani. The Other category primarily comprises corporate and unallocated items that are not considered reportable segments and is presented solely to facilitate reconciliation.

The following is an analysis of the long-term assets by geographical area:

Results for the year ended December 31, 2025