Sinda reported a net loss of $14.89 million

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For the quarterly period ended June September 30, 2026

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New York Stock Exchange

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.0001 per share SIND New York Stock Exchange

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See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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As of August 14, November 2, 2026, there were 158,790,885 shares of Sinda Ltd.'s common stock, par value $0.0001 per share, outstanding.

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Forward-looking statements 9 changes

This Quarterly Report on Form 10-Q, including Management's Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements. All statements contained in this report, other than statements of historical fact, are forward-looking statements, including, but not limited to, statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations. Certain of the forward-looking statements can be identified by the use of terms such as "may," "might," "could," "would," "achieve," "budget," "scheduled," "forecasts," "should," "expects," "plans," "anticipates,"

This Quarterly Report on Form 10-Q, including Management's Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements. All statements contained in this report, other than statements of historical fact, are forward-looking statements, including, but not limited to, statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations. Certain of the forward-looking statements can be identified by the use of terms such as "may," "might," "could," "would," "achieve," "budget," "scheduled," "forecasts," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue," the negative of these terms and other comparable terminology. These forward-looking statements may include projections of our future financial performance, our anticipated business strategies and anticipated trends in our industry. All forward-looking statements speak only as of the date on which they are made. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions concerning future events that are difficult to predict. Therefore, actual future events or results may differ materially from these statements. We believe that the factors that could cause our actual results to differ materially from those expressed or implied by forward-looking statements include the following:

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our dependence on the Sinda Property (as defined below) for our future operating revenues;

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the timing, cost and results of our Phase II drilling campaign, Caracol site preparation activities (including the exploration decline portal and waste rock storage facility), underground exploration and development, and engineering and technical studies, including any Initial Assessment or Pre-Feasibility Study;

our anticipated use of the net proceeds from our IPO and the Concurrent Placement;

the increased costs of operating as a public company, including related general and administrative expenses;

our ability to recover value-added tax receivables in Mexico, and the timing of any recovery;

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macroeconomic conditions, including inflation, interest rates and disruptions to global trade, including trade between the United States and Mexico, as well as global geopolitical conflicts, including the conflict involving the United States and Iran and disruptions in the Strait of Hormuz;

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the impacts of changes in the legal and regulatory environment in which we operate, including relating to state, regional, national, domestic and foreign laws, such as amendments to the Federal Rights Law (Ley Federal de Derechos) and change in Mexican environmental and water laws and regulations, and changes in tax laws or their interpretation in the United States and Mexico, including as a result of our redomiciliation to Delaware; and climate strategy and expectations regarding greenhouse gas emission targets and related operating costs and capital expenditures.

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Unaudited Condensed Consolidated Financial Statements 114 changes

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As of June September 30, 2026 and December 31, 2025

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Ordinary shares / shares of common stock - $ 0.0001 par value, 3,500,000,000 shares of common stock authorized; 148,936,013 158,790,885 shares of common stock issued and outstanding as of June September 30, 2026. Ordinary shares - $ 0.0001 par value, 500,000,000 ordinary shares authorized, 128,136,859 ordinary shares issued and outstanding as of December 31, 2025.

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Six Months Ended June 30,

Exploration expenses

Total operating expenses

Other income (expense), net

For the Three and Six Nine Months Ended June September 30, 2026 and 2025 (In U.S. dollars)

Three Months Ended June September 30,

Nine Months Ended September 30,

General and administrative expenses (including expenses with related parties, see note 8)

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Net loss before income taxes

Foreign exchange gain (loss) – net

Total other income (expense), net

Weighted average shares outstanding

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Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity

For the Three and Nine Months Ended September 30, 2026 and 2025 (In U.S. dollars)

Balance as of December 31, 2025

Issuance of shares, net

Stock subscriptions issued

Share-based compensation

Balance as of March 31, 2026

Issuance of shares, net

Share-based compensation

Balance as of June 30, 2026

Issuance of shares, net

Share-based compensation

Balance as of September 30, 2026

See accompanying notes to these Unaudited Condensed Consolidated Financial Statements.

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Six Months Ended June 30,

For the Six Nine Months Ended June September 30, 2026 and 2025

Nine Months Ended September 30,

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Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity

For the Three and Six Months Ended June 30, 2026 and 2025

Balance as of December 31, 2025

Issuance of shares, net

Stock subscriptions issued

Share-based compensation

Balance as of March 31, 2026

Issuance of shares, net

Share-based compensation

Balance as of June 30, 2026

Class A Ordinary Shares

Balance as of December 31, 2024

Share-based compensation

Balance as of March 31, 2025

Share-based compensation

Balance as of June 30, 2025

See accompanying notes to these Unaudited Condensed Consolidated Financial Statements.

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For the Three and Six Nine Months Ended June September 30, 2026 and 2025 (In U.S. dollars)

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Nature of business - Sinda Ltd. (the "Company"), was formed and registered on November 8, 2012, and began operations under the corporate name of Minera Adularia International Ltd. Effective March 1, 2023, the Company changed its name to Sinda Ltd., an exempted company incorporated in the Cayman Islands. On June 23, 2026, the Company de-registered in the

Nature of business - Sinda Ltd. (the "Company"), was formed and registered on November 8, 2012, and began operations under the corporate name of Minera Adularia International Ltd. Effective March 1, 2023, the Company changed its name to Sinda Ltd., an exempted company incorporated in the Cayman Islands. On June 23, 2026, the Company de-registered in the Cayman Islands and registered by way of continuation to incorporate in the State of Delaware, United States of America. The Company was formed for the primary purpose to acquire, explore and develop mineral concessions in Mexico, which is where substantially all of the Company's assets are located and where substantially all operations occur. The Company is considered an exploration stage company as the Company has not yet demonstrated the existence of proven or probable mineral reserves.

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In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to fairly state the Company's financial position as of June

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to fairly state the Company's financial position as of September 30, 2026, and the results of operations and cash flows for the three and six nine months ended June September 30, 2026 and 2025. The results of operations for the three and six nine months ended June September 30, 2026 are not necessarily indicative of the results to be expected for the full year. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such regulations. Accordingly, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes as of December 31, 2025.

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The Company reports an accumulated deficit of $ 149,492,641 164,379,314 and $ 121,253,299 as of June September 30, 2026 and December 31, 2025, respectively and incurred a net loss of $ 16,616,202 14,886,673 and $ 2,160,723 2,778,951 for the three months ended June September 30, 2026 and 2025 and $ 28,239,343 43,126,015 and $ 4,763,689 7,542,640 for the six nine months ended June September 30, 2026 and 2025. Absent the ability to generate positive cash flows from operations, the Company's continued funding is entirely dependent on additional debt from related parties and the issuance of additional shares of common stock to fund its activities.

As discussed in Note 6, on June 29, 2026 the Company completed an initial public offering of shares generating net proceeds of approximately $ 192,945,880 192.9 million after deducting underwriter discounts and other offering costs. On July 15, 2026, underwriters partially exercised their Overallotment Option (as defined below), purchasing 1,915,328 additional shares of common stock at $ 12.00 per share for net proceeds of approximately $ 21.4 million; and on July 27, 2026, the Company issued 7,939,544 shares of common stock to Fresnillo plc at $ 12.00 per share for net proceeds of approximately $ 95.0 million. In addition, the Company's controlling stockholder has confirmed its commitment to fund current operations and pay obligations, if needed, as they become due for a period of at least twelve months following the issuance date of these Unaudited Condensed Consolidated Financial Statements. The Unaudited Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recognized asset amounts or the amounts and classification of liabilities that might result from the outcome of these matters.

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There have been no new proposed or adopted accounting pronouncements applicable to the Company since those described in the Company's audited annual consolidated financial statements as of and for the year ended December 31, 2025.

As of June September 30, 2026 and December 31, 2025, the prepaid expenses are as follows:

As of September 30, 2026

As of December 31, 2025

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VAT receivable - net

As of June September 30, 2026 and December 31, 2025, the VAT receivable are as follows:

As of September 30, 2026

As of December 31, 2025

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A reconciliation of for Allowance of the uncollectible VAT receivable are as follows:

Balance as of December 31, 2025 and 2024 $ 6,497,028 $ 6,497,028

Provision for expected uncollectible VAT receivable

receivable 598,888 -

Balance as of June September 30, 2026 and 2025 $ 7,095,916 $ 6,497,028

As of June September 30, 2026 and December 31, 2025, the accounts payable are as follows:

As of September 30, 2026

As of December 31, 2025

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The Company's capital stock as of June September 30, 2026 and December 31, 2025 is as follows:

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On July 15, 2026, underwriters partially exercised

their IPO over-allotment option, purchasing 1,915,328 additional shares of common stock at $ 12.00 per share for net proceeds of approximately $ 21.4 million.

On July 27, 2026, as part of an offering that was

completed concurrent to the IPO process, the Company issued 7,939,544 shares of common stock to Fresnillo plc at $ 12.00 per share for net proceeds of approximately $ 95.0 million.

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Electrum Global Holdings L.P. $ 13,172,857 2,688,338

Other Investors 1,767,998 360,816

Total $ 14,940,855 3,049,154

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On June 29, 2026, the Company granted 2,153,150 stock options to employees and consultants under the LTIP with an exercise price of $ 12.00 per share. These options have a contractual term of 10 years and entitle the holder to purchase one share of common stock at the exercise price. The options awarded vest 25 % annually on each anniversary of the June 29, 2026 grant date subject to the Optionee's Continuous Service. One hundred percent ( 100 %) of the options will vest upon a change in control, as defined in the LTIP. The fair value of the options granted on June 29, 2026, was estimated on the grant date using the Black-Scholes option-pricing model.

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and 34 more changes in the filing

MD&A 31 changes

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Technical Report Summary and the addendum thereto included as Exhibit 96.1 and Exhibit 96.2 of our Registration Statement on Form S-1/A (File No. 333-296567), filed with the SEC on June 24, 2026 (the " IPO

Registration Statement "), as of November 24, 2025, the Project boasts an estimated 369 million silver-equivalent ounces of inferred mineral resources and approximately 16 million silver-equivalent ounces of indicated mineral resources, placing it among the top notable underground primary silver assets in Latin America. The Mineral Resource estimate for the Project is based on an estimated average resource grade of 386 silver-equivalent grams per tonne of mineralized material for

Inferred Mineral Resources and 692 silver-equivalent grams per tonne of mineralized material for Indicated Mineral Resources.

Second Quarter Highlights

Sinda Ltd. (the "Company" or "Sinda") is an exploration-stage company formed to acquire, explore and develop mineral concessions in Mexico, where substantially all of its assets are located and where substantially all of its operations occur. Through SNDA Exploración, S. de R.L. de C.V. ("SNDA Exploracion"), Exploraci ó n"), the Company holds, or has exploration and exploitation rights on, five contiguous mining concessions covering a large-scale, high-grade, silver-gold greenfield discovery located in the historic Guanajuato epithermal silver belt of Mexico (the "Sinda Property" or the "Project") that the Company believes has the potential to be a globally significant mining operation. According to the Sinda Technical Report Summary and the addendum thereto included as Exhibit 96.1 and Exhibit 96.2 of our Registration Statement on Form S-1/A (File No. 333-296567), filed with the SEC on June 24, 2026 (the " IPO Registration Statement "), as of November 24, 2025, the Project boasts an estimated 369 million silver-equivalent ounces of Inferred Mineral Resources and approximately 16 million silver-equivalent ounces of Indicated Mineral Resources, placing it among the top notable underground primary silver assets in Latin America. The Mineral Resource estimate for the Project is based on an estimated average resource grade of 386 silver-equivalent grams per tonne of mineralized material for Inferred Mineral Resources and 692 silver-equivalent grams per tonne of mineralized material for Indicated Mineral Resources.

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In connection with the IPO, the Company granted to the underwriters of the IPO an option to purchase a maximum of 2,662,500 additional shares of common stock from the Company to cover over-allotments (the

Placement"). The closing of the Concurrent Placement took place on July 27, 2026, with Fresnillo purchasing 7,939,544 shares of common stock for net proceeds of approximately $95.0 million.

In connection with the IPO, the Company granted to the underwriters of the IPO an option to purchase a maximum of 2,662,500 additional shares of common stock from the Company to cover over-allotments (the "Overallotment Option"). On July 14, 2026, the underwriters of the IPO exercised this option in part, and on July 15, 2026, the Company issued and sold 1,915,328 shares of common stock resulting in net proceeds to the Company of $21.4 million.

In connection with the IPO, the Company entered into a Common Stock Purchase Agreement, dated June 22, 2026, with Fresnillo plc ("Fresnillo"), pursuant to which the Company agreed to sell and issue, and Fresnillo agreed to purchase from the Company a number of shares of the Company's common stock such that Fresnillo would beneficially own up to 5.0% of the Company's issued and outstanding shares of common stock at the time of issuance (the "Concurrent Placement"). The closing of the Concurrent Placement took place on July 27, 2026, with Fresnillo purchasing 7,939,544 shares of common stock for net proceeds of approximately $95.0 million.

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We concluded our Phase 1 drilling program at the end of June 2026. In total, we drilled 60,810 meters mainly focusing on infill drilling in the Caracol area, exploration drilling in the Don Diego area, as well as geotechnical drilling to support engineering studies.

The Company also undertook a request for proposals process for the construction of a decline for underground drilling at the Caracol area. We received proposals at the end of June 2026 and expect to engage the selected contractor during the second half of 2026.

During the third quarter of 2026, Sinda continued to advance its exploration and project development activities, achieving significant progress in both its Phase II drilling campaign and site preparation works at Caracol.

Phase II Exploration Drilling: The Phase II drilling campaign continued to progress, with a total of 31,158 meters drilled during the quarter. The program remains focused on resource expansion, infill drilling, and further evaluation of the mineralized systems, supporting future resource updates and the project's long-term development strategy.

Caracol Site Preparation: Earthworks commenced in September 2026, marking an important milestone in the preparation for underground development. Activities included preparation of the exploration decline portal and Waste Rock Storage Facility (WRSF). By quarter-end, 6,564 m³ of material had been moved, with initial activities concentrated on the portal area and progressively extending into the waste rock storage area.

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Sinda to be a publicly listed company.

Three Months Ended June September 30, 2026, Compared to Three Months Ended June September 30, 2025

For the three months ended June September 30, 2026, we experienced a net loss of $16.6 $14.9 million compared to a net loss of $2.2 $2.8 million for the three months ended June September 30, 2025. The $14.4 $12.1 million increase in net loss was primarily attributable to the following:

Exploration expenses increased by 855% to $7.7 $10.1 million for the three months ended June September 30, 2026, compared to $0.8 $1.3 million for the three months ended June September 30, 2025, primarily due to an increase in expenses related to our infill and exploration drilling campaign that began in October 2025.

General and administrative expenses increased by 504% to $9.0 $6.9 million for the three months ended June September 30, 2026, compared to $1.5 $1.4 million for the three months ended June September 30, 2025, primarily due to an increase of $4.1 million for in share-based compensation expense, $1.7 million for higher management personnel costs, and $1.2 million for third-party higher professional fees The increase in expenses also reflects generally increased costs as we prepared Sinda related to be being a publicly listed company.

Six Nine Months Ended June September 30, 2026, Compared to Six Nine Months Ended June September 30, 2025

For the six nine months ended June September 30, 2026, we experienced a net loss of $28.2 $43.1 million compared to a net loss of $4.8 $7.5 million for the six nine months ended June September 30, 2025. The $23.4 $35.6 million increase in net loss was primarily attributable to the following:

Exploration expenses increased by 861% to $14.3 $24.4 million for the six nine months ended June September 30, 2026, compared to $1.5 $2.8 million for the six nine months ended June September 30, 2025, primarily due to an increase in expenses related to our infill and exploration drilling campaign that began in October 2025.

General and administrative expenses (including expenses with related parties) increased by 352% to $14.1 $20.9 million for the six nine months ended June September 30, 2026, compared to $3.1 $4.5 million for the six nine months ended June September 30, 2025, primarily due to an increase of $6.2 million for in share-based compensation expense, $2.3 million for higher management personnel costs, and $1.7 million for third-party higher professional fees This increase in expenses also reflects overall increased costs as we prepared related to being a publicly listed company.

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As of June September 30, 2026, the Company had cash resources comprising cash and cash equivalents totaling approximately $204.3 $305.6 million.

July 2026, the underwriters of the IPO exercised in part their Overallotment

In June 2026, the Company completed the IPO, in which it issued and sold 17,750,000 ordinary shares of common stock at a public offering price of $12.00 per share, which resulted in net proceeds of approximately $192.9 million. In July 2026, the underwriters of the IPO exercised in part their Overallotment Option, purchasing 1,915,328 ordinary shares of common stock, which resulted in net proceeds of approximately $21.4 million. In July 2026, the Company also completed the Concurrent Placement, selling and issuing 7,939,544 shares of common stock at $12.00 per share, which resulted in net proceeds of approximately $95.0 million.

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Cash increased during the six nine months ended June September 30, 2026 by $193.5 $294.8 million compared to an increase no change in cash during the six nine months ended June September 30, 2025. of $1.0 million. The sources and uses of cash for the periods are described below.

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Net cash used in operating activities was $19.4 $33.2 million for the six nine months ended June September 30, 2026, as compared to $5.2 $7.7 million for the six nine months ended June September 30, 2025, with the increase in 2026 being primarily the result of higher exploration costs for the drilling campaign that began in October 2025 and higher management and professional service costs.

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Net cash used in investing activities was $0.1 $0.3 million for the six nine months ended June September 30, 2026, as compared to $0.0 million for the six nine months ended June September 30, 2025. The increase was primarily driven by an increase in fixed asset purchases during the six nine months ended June September 30, 2026.

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Net cash provided by financing activities was $213.0 $328.3 million for the six nine months ended June September 30, 2026, as compared to $6.3 $7.7 million for the six nine months ended June September 30, 2025. The $206.8 $320.7 million increase was primarily driven by the net proceeds of approximately $198.1 $219.5 million from the IPO after deducting underwriter fees, gross proceeds of $95.3 from the sale of stock to Fresnillo, payment of $1.2 million in direct offering costs, and proceeds of $14.9 million for the private placement completed during the first quarter of 2026, compared to $6.3 $7.7 million in proceeds from convertible long-term debt received in the six nine months ended June September 30, 2025.

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The VAT refund process in Mexico requires a significant amount of information and follow-up with the tax authorities; consequently, the timing of collection of VAT receivables is uncertain. The allowance for uncollectible VAT receivable balance amounts to $6.9 $7.1 million as of June September 30, 2026. This estimate is based on the VAT amounts that were initially denied by the tax authority for the years 2015 through 2021. We continue to estimate, based on historical patterns, that the tax authority will continue rejecting a percentage of our refund requests.

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Controls and procedures 7 changes

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Management, with the participation and supervision of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules

Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with U.S. GAAP.

Management, with the participation and supervision of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of June September 30, 2026. On the basis of this review and the participation and supervision of our principal executive officer and our principal financial officer, we concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Quarterly Report on Form 10-Q due to the previously disclosed material weakness in our internal control over financial reporting, as further described below. However, our management, including our principal executive officer and our principal financial officer, has concluded that, notwithstanding the identified material weakness in our internal control over financial reporting, the consolidated financial statements in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with U.S. GAAP.

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As previously disclosed in the IPO Registration Statement, we have identified material weaknesses in our internal control over financial reporting related primarily to (i) insufficient entity-level controls to maintain a control environment, risk assessment process and monitoring controls and activities to ascertain whether the components of internal control are present and functioning; (ii) insufficient design and implementation of information technology controls;

As previously disclosed, we have identified material weaknesses in our internal control over financial reporting related primarily to (i) insufficient entity-level controls to maintain a control environment, risk assessment process and monitoring controls and activities to ascertain whether the components of internal control are present and functioning; (ii) insufficient design and implementation of information technology controls; (iii) lack of segregation of duties in treasury activities; and (iv) material deficiencies in the support and estimation of value-added tax receivable reserves, which resulted in a material adjustment to the VAT valuation allowance. The material weaknesses could result in misstatements of the consolidated financial statements or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

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Enterprise Resource Planning system implementation in the near future.

We have been and are continuing to develop a number of steps to remediate these material weaknesses and to strengthen our internal control over financial reporting. These remediation measures include enhancements to our financial reporting processes, the addition of qualified accounting and finance personnel, improvements in segregation of duties, the formalization and documentation of control activities and review procedures and a formal evaluation for an Enterprise Resource Planning system implementation in the near future.

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Risk factors 366 changes

A description of the risks and uncertainties associated with our business is set forth below. You should carefully consider the following information about these risks, together with the other information contained in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations." If any of the following risks actually occur, our business, financial condition or results of operations may be materially adversely affected. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. Some statements in this Quarterly Report on Form 10-Q, including statements in the following risk factors, constitute forward-looking statements.

These risks represent challenges to the successful implementation of our strategy and future profitability of our business. These risks include:

We have a history of negative operating cash flows and net losses and we may never achieve or sustain profitability.

Our ability to continue the exploration, permitting, development and construction of the Sinda Property, and to continue as a going concern, will depend in part on our ability to obtain suitable financing.

Our future operations are dependent on the Sinda Property, which consists of multiple vein systems, none of which currently has Mineral Reserves.

Mineral Resource and Exploration Target statements at our vein systems are only estimates.

Our mineral exploration efforts are highly speculative in nature and may be unsuccessful.

The title to, or relevant rights on, the five contiguous mining concessions underpinning the Sinda Property may be challenged or impaired, thus risking our investment in the Sinda Property.

Our rights to surface access for the five mining concessions underpinning the Sinda Property, and our exploration and exploitation rights for the El Milagro Concession, could be limited, impaired or terminated, which could materially and adversely affect our operations and plans.

We will require additional financing in the future to develop the Sinda Property.

The prices of silver and gold are subject to change and a substantial or extended decline in the prices of silver or gold could materially and adversely affect our revenues and the value of the Sinda Property.

The Mexican government, as well as local governments, extensively regulate mining operations, which impose significant actual and potential costs on us, and future regulation or regulatory enforcement could increase those costs, delay receipt of regulatory refunds or limit our ability to produce silver and other metals.

We may not be able to reach or maintain agreements for the use of lands with local communities and may be subject to the risks of civil disobedience.

We are required to obtain, maintain and renew environmental, construction and mining permits, which is often a costly and time-consuming process and may ultimately not be possible.

Electrum has substantial control over us, which could delay or prevent a change of corporate control or result in the entrenchment of management and/or our Board of Directors.

As a public company, we are obligated to develop and maintain proper and effective internal controls over financial reporting. We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls.

Risks Related to Our Business and Industry

We have a history of negative operating cash flows and net losses and we may never achieve or sustain profitability.

We are a silver exploration company and have a history of negative operating cash flows and net losses. We expect to continue to incur negative operating cash flows and net losses until such time as we generate sufficient revenues to fund our continuing operations. For the three months ended June 30, 2026, and 2025, our net loss was $16.6 million and $2.2 million, respectively. For the years ended December 31, 2025 and 2024, our net loss was $18.7 million and $10.7 million, respectively. Given our history of negative operating cash flows and net losses, and potential future negative operating cash flows and net losses, we may never achieve or sustain profitability.

To become and remain profitable, we must generate significant revenues from silver and gold production, which will require us to be successful in a range of challenging activities and is subject to numerous risks, including the risk factors set forth in this " Risk Factors " section. While our objective is to achieve initial production at the Sinda Property by 2031, this objective is not based on, and is not yet supported by, any technical or economic study, including an Initial Assessment, Preliminary Feasibility Study or Feasibility Study. In addition, we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our revenues, expenses and profitability. Our failure to achieve or sustain profitability would depress our market value, could impair our ability to execute our business plan, raise capital or continue our operations and could cause our stockholders to lose all or part of their investment.

Our future operations are dependent on the Sinda Property, which consists of multiple vein systems, none of which currently has Mineral Reserves.

The Sinda Property's Mineral Resources are comprised of multiple low-sulfidation epithermal vein systems with high-grade silver and gold mineralization. No Mineral Reserves have been identified at our vein systems. The costs, timing and complexities of upgrading the Mineral Resources at the Sinda Property to Mineral Reserves may be greater than we anticipate. Mineral exploration and development involves a high degree of risk that even a combination of careful evaluation, experience and knowledge cannot eliminate, and few properties that are explored are ultimately developed into producing mines. Our mineral exploration programs at the Sinda Property may not establish the presence of any Mineral Reserves.

The failure to establish any Mineral Reserves would severely restrict our ability to implement our strategies for long-term growth.

Mineral Resource and Exploration Target statements at our vein systems are only estimates.

Statements of Mineral Resources and Exploration Targets at our various vein systems are only estimates and depend on geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis, which might prove to be materially inaccurate. There is a degree of uncertainty attributable to the calculation of Mineral Resources and Exploration Targets. Until Mineral Resources and Exploration Targets are actually mined and processed, the quantity of metal and grades must be considered as estimates only and the indicated levels of metals may not be produced. Exploration Targets relate to potential mineralization for which there has been insufficient exploration to estimate either

Mineral Resources or Mineral Reserves. In addition, Mineral Resources require a lower degree of certainty of economic viability than Mineral Reserves. In making determinations about whether to advance our project to development, we must rely upon estimated calculations for the Mineral Resources and Exploration Targets and grades of mineralization at the Sinda Property.

The estimation of Mineral Resources and Exploration Targets is a subjective process that is partially dependent upon the judgment of the persons preparing the estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining experience, statistical analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. The ranges of potential tonnage and grade of the Exploration Targets are conceptual in nature. There has been insufficient exploration of the relevant property to estimate a Mineral Resource with respect to these Exploration Targets. It is uncertain if further exploration will result in the estimation of a Mineral Resource. The Exploration Targets therefore do not represent, and should not be construed to be, an estimate of a Mineral Resource or Mineral Reserve. Exploration Targets could change as the proposed exploration activities are completed.

Estimated Mineral Resources and Exploration Targets may have to be recalculated based on changes in metal prices, further exploration or development activity or actual production experience. This could materially and adversely affect estimates of the volume or grade of mineralization, estimated metallurgical recovery or other important factors that influence Mineral Resource and Exploration Target estimates. The extent to which Mineral Resources may ultimately be reclassified as Mineral Reserves is dependent upon the demonstration of their profitable recovery. Any material changes in volume and grades of mineralization will affect the economic viability of placing a property into production and a property's return on capital. Mineralization may not be mined or processed profitably.

Mineral Resource and Exploration Target estimates have been determined and valued based on assumed future metal prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in the market price for silver and gold may render portions of our mineralization uneconomic and result in reduced reported volume and resource grades, which in turn could have a material adverse effect on our financial performance, financial position and results of operations.

In addition, Mineral Resource estimates involve significant reliance on Inferred Mineral Resources, which may increase the risk of overestimation. Inferred Mineral Resources are subject to significant uncertainty as to their existence and as to their economic and legal feasibility. The level of geological uncertainty associated with an Inferred Mineral Resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability.

Similarly, the ranges of potential tonnage and resource grade (or quality) of the Exploration Targets are conceptual in nature because there has been insufficient exploration to estimate a Mineral Resource. It is uncertain whether further exploration will result in the estimation of any Mineral Resources. Exploration Targets therefore do not represent, and should not be construed to be, an estimate of a Mineral Resource or Mineral Reserve.

Our mineral exploration efforts are highly speculative in nature and may be unsuccessful.

Mineral exploration is highly speculative in nature, involves many uncertainties and risks and is frequently unsuccessful. It is performed to demonstrate the dimensions, position and mineral characteristics of mineral deposits, estimate Mineral Resources, assess amenability of the deposit to mining and processing scenarios and estimate potential deposit value. Once mineralization is discovered, it may take a number of years from the initial exploration phases before production is possible, during which time the feasibility of the Project may change adversely. Substantial expenditures are required to establish Mineral Reserves, to determine processes to extract the metals and, if required, to construct mining and processing facilities and obtain the rights to the land and resources required to develop the mining activities.

In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material. Short-term factors, such as the need for orderly development of mineral deposits or the processing of new or different resource grades, may have an adverse effect on mining operations and on our results of operations. Mineralization recovery in small scale laboratory tests may not be duplicated in large scale tests under on-site conditions or in production scale operations. Material changes in geological resources, resource grades, stripping ratios or metallurgical recovery may affect the economic viability of our project.

Exploration stage properties have no Mineral Reserves disclosed, and only have estimates of Mineral Resources and/or Exploration Targets. Mineral Resource and Exploration Target estimates are, to a large extent, based upon the interpretation of geological data and modeling obtained from drill holes and other sampling techniques, initial assessments that derive estimates of operating costs based upon anticipated tonnage and grades of material to be mined and processed, the assumed configuration of the deposit, expected recovery rates of metal from the mill feed material, facility and equipment capital and operating costs, anticipated climatic conditions and other factors. As a result, actual operating costs and economic returns based upon development of Mineral Resources and Exploration Targets may differ significantly from those originally estimated. Significant decreases in actual or expected commodity prices may also mean mineralization, once found, will be uneconomical to mine.

Our anticipated processing ability may be adversely impacted by certain circumstances.

A number of factors could affect our ability to process the quantities of metals that we recover and our ability to efficiently handle certain quantities of processed materials, including, but not limited to, the presence of oversized material at the crushing stage; material showing breakage characteristics different than those planned; material with resource grades outside of planned range; the presence of deleterious materials in ratios different than expected; material drier or wetter than expected, due to natural or environmental effects; and materials having viscosity or density different than expected.

The occurrence of one or more of the circumstances described above could affect our ability to process the number of tons planned, recover valuable materials, remove deleterious materials and produce planned quantities of concentrates. In turn, this may result in lower throughput, lower recoveries, increased downtime, increased costs or some combination of all of the foregoing. While issues of this nature are part of normal operations, unexpected conditions may materially and adversely affect our business, results of operations or financial condition.

Actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated and any future development activities may not result in profitable mining operations.

The actual operating costs at the Sinda Property will depend upon changes in the availability and prices of labor, equipment and infrastructure, variances in metal recovery and mining rates from those assumed in the mining plan, operational risks, changes in governmental regulation, including taxation, environmental, permitting and other regulations and other factors, many of which are beyond our control. Due to any of these or other factors, the operating costs at the Sinda Property may be significantly higher than we expect. As a result of higher capital and operating costs, production and economic returns may differ significantly from our expectations and future development activities may not result in profitable mining operations.

Land reclamation and mine closure may be burdensome and costly.

Land reclamation and mine closure requirements are generally imposed on mining companies in Mexico, such as ours, which require us, among other things, to minimize the effects of land disturbance. Such requirements may include controlling the discharge of potentially dangerous effluents from a site and restoring a site's landscape to its pre-exploration form. The Sinda Property remains at the exploration stage and we have not established a mine plan or a mine closure plan. In the absence of a defined mining method, production scenario, processing facilities, tailings management strategy or site closure framework, reclamation and mine closure costs cannot be reasonably estimated. Accordingly, we have not recorded any asset retirement obligation as of June 30, 2026 or December 31, 2025. However, any amount required to be spent on reclamation and mine closure may have a material adverse effect on our financial performance, financial position and results of operations and may cause us to alter our operations. In addition, we are required to maintain financial assurances, such as letters of credit, to secure mine closure and reclamation obligations and social and/or environmental obligations under applicable Mexican mining laws and regulations. The failure to acquire, maintain or renew such financial assurances could subject us to fines and penalties or suspension of our operations. Letters of credit or other forms of financial assurance represent only a portion of the total amount of money that will be spent on reclamation over the life of a mine's operation.

We will be subject to certain risks associated with establishing new mining operations.

The development of the Sinda Property will require obtaining additional permits and financing for the construction and operation of the Sinda Property, processing plants and related infrastructure. As a result, we will be subject to certain risks associated with establishing new mining operations, including:

the timing and cost, which can be considerable, of the construction of mining and processing facilities and related infrastructure;

the availability and cost of skilled labor, mining equipment and principal supplies needed for operations, including explosives, fuels, chemical reagents, water, power, equipment parts and lubricants;

the availability and cost of appropriate smelting and refining arrangements;

the need to obtain necessary environmental and other governmental approvals and permits, the timing of the receipt of those approvals and permits and the restrictions set forth in those approvals and permits;

the availability of funds to finance construction and development activities;

industrial accidents;

mine failures, shaft failures or equipment failures;

natural phenomena such as inclement weather conditions, floods, droughts, rockslides and seismic activity;

unusual or unexpected geological and metallurgical conditions;

exchange rate and commodity price fluctuations;

high rates of inflation;

interest rate fluctuations;

potential opposition from non-governmental organizations, environmental groups or local communities, which may delay or prevent development activities; and restrictions or regulations imposed by governmental or regulatory authorities, including with respect to environmental matters or environmental permits.

The costs, timing and complexities of developing the Sinda Property may be greater than anticipated. Cost estimates may increase significantly as more detailed engineering work is completed. It is common in mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up. In addition, the cost of producing silver-bearing concentrates that are of acceptable quality to smelters may be significantly higher than expected. We may encounter higher than acceptable contaminants in our concentrates such as arsenic, antimony, mercury, copper, iron, selenium or other contaminants that, when present in high enough concentrations, can result in penalties or outright rejection of the metals concentrates by the smelters or offtakers. Accordingly, our activities may not result in profitable mining operations.

Our operations involve significant risks and hazards inherent to the mining industry.

Our operations involve the operation of large machines, heavy mobile equipment and drilling equipment. Hazards such as adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground control problems, cave-ins, changes in the regulatory environment, metallurgical and other processing problems, mechanical equipment failure, facility performance problems, fire and natural phenomena such as inclement weather conditions, floods and earthquakes are inherent risks in our operations. Hazards inherent to the mining industry can cause injuries or death to employees, contractors or other persons at our mineral property, severe damage to and destruction of our property, plant and equipment, and contamination of, or damage to, the environment, and can result in the suspension of our exploration activities and future development and production activities. While we aim to maintain best safety practices as part of our culture, the safety measures that we implement may not prevent or mitigate accidents.

In addition, from time to time, we may be subject to governmental investigations and claims and litigation filed on behalf of persons who are harmed while at the Sinda Property or otherwise in connection with our operations. We may also face environmental claims or community actions. To the extent that we are subject to personal injury or other claims or lawsuits in the future, it may not be possible to predict the ultimate outcome of these claims and lawsuits due to the nature of personal injury litigation. Similarly, if we are subject to governmental investigations or proceedings, we may incur significant penalties and fines, and enforcement actions against us could result in the closing of certain of our mining operations. If claims and lawsuits or governmental investigations or proceedings are ultimately resolved against us, it could have a material adverse effect on our financial performance, financial position and results of operations. Also, if we mine on property without the appropriate licenses and approvals, we could incur liability or our operations could be suspended.

Our business is sensitive to nature and climate conditions.

A number of governments have introduced or are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels, including in Mexico. Regulation relating to emission levels (such as carbon taxes), water use and discharge, land disturbance, environmental impact and energy efficiency may become more stringent, which may materially and adversely affect our operations and may result in increased operating costs.

In addition, the physical risks of climate change may also have an adverse effect on our operations. These risks include the following:

extreme weather events, including prolonged droughts, periods of water scarcity, flooding, heat waves and other weather patterns that affect central Mexico, have the potential to disrupt operations at our mines and may require us to make additional expenditures to mitigate the impact of such events. Extended disruptions to transportation routes, utilities or other material infrastructure could result in interruption to production once it commences; and our facilities depend on regular supplies of consumables to operate efficiently. These materials are expected to be transported primarily by land within Mexico and North America, and in the event that the effects of climate change or extreme weather events cause prolonged disruption to road, rail or other land-based transportation networks, production levels at our operations may be reduced.

Furthermore, water availability is a critical operational requirement for mining activities in central Mexico. Community opposition or competing uses may limit our access to water or require additional investments in water efficiency, recycling or alternative supply. Climate-related changes in precipitation patterns, increased frequency or severity of drought conditions, increased competition for water resources or regulatory restrictions on water extraction or use in Mexico could adversely affect our ability to operate or expand our projects on commercially reasonable terms.

Our efforts to mitigate the risks of climate changes may not be effective and the physical risks of climate change may have an adverse effect on our operations and profitability.

We may be materially and adversely affected by challenges relating to slope and stability of our future underground mining operations.

Once we commence mining operations, we expect to build deep underground mines which may present certain geotechnical challenges, including the possibility of failure of underground openings. If we are required to reinforce such openings or take additional actions to prevent such a failure, we could incur additional expenses, and our future operations could be negatively affected. Unexpected failures of underground openings or additional requirements to prevent such failures may adversely affect our future costs and expose us to health and safety and other liabilities in the event of an accident, and in turn materially and adversely affect our future operations and profitability.

The mining industry is very competitive.

The mining industry is very competitive. We compete in efforts to obtain financing to explore and develop the Sinda Property with other silver exploration and mining companies operating in Mexico. Many of these companies are larger, more established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment and/or a greater ability than us to withstand losses. Our competitors may be able to respond more quickly to new laws or regulations or emerging technologies, or devote greater resources to the expansion or efficiency of their operations than we can. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain significant market share to our detriment. We may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on our business, financial condition or results of operations.

The title to, or relevant rights on, the five contiguous mining concessions underpinning the Sinda Property may be challenged or impaired, thus risking our investment in the Sinda

Under the laws of Mexico, Mineral Resources belong to the state, and government concessions are required to explore for or exploit Mineral Resources. Mineral rights derive from concessions granted by the Ministry of

Economy, pursuant to the Mining Law ( Ley de Minería ) and the regulations thereunder. While we hold title to, or have been assigned exploration and exploitation rights on, five contiguous mining concessions containing multiple vein systems, including those in the Caracol area and the Agaves area, title to these concessions (or assignment of the relevant rights thereon) may be challenged or impaired under certain circumstances, including as a result of administrative proceedings, judicial challenges or defects in the granting or registration of such concessions.

Although we have taken steps to verify title to these concessions, including a review of concession titles and registration in the Mexican Public Mining Registry and the receipt of a title opinion from VHG Servicios

Legales, S.C., dated as of August 13, 2021, and DBR Abogados, S.C., dated as of December 11, 2025, these procedures do not guarantee title against all possible claims or challenges. A title defect on any of the five concessions underpinning the Sinda

Property (or any portion thereof) could adversely affect our ability to explore and/or mine some or all of the Sinda Property and/or process the minerals that we may mine in the future.

Mining concessions may be terminated if the obligations to maintain the concessions in good standing are not satisfied, including obligations to pay applicable concession duties, to provide required technical and administrative information to the Mexican Ministry of Economy, to allow inspections by the Mexican Ministry of Economy and to comply with applicable environmental, safety and other regulatory requirements. Recent legislative changes and regulatory developments in Mexico may impose additional requirements in connection with environmental permitting, water use, site closure and consultation with impacted local communities, and failure to comply with applicable requirements could result in sanctions, suspension or, in certain cases, termination of mining concessions. In addition, failure to make timely concession maintenance payments and otherwise comply with applicable laws and regulations relating to mineral right tenure could result in the loss of concession rights following applicable administrative or judicial procedures.

As the legal titleholder of the El Milagro Concession, Agustín Mesita and J. Bernabé Silva Sánchez, the co-holders of the mining concession, who subsequently assigned the concession to Ejido Delgado, were originally responsible for making concession maintenance payments and complying with applicable regulatory requirements with respect to the El Milagro Concession. Pursuant to the El Milagro Contract (as defined below), our wholly owned Mexican subsidiary SNDA

Exploración has been assigned exploration and exploitation rights for the El Milagro Concession and is now responsible for all such payment and compliance obligations. If we fail to pay concession duties, submit required technical information, allow inspections or comply with environmental, safety or other applicable requirements, Mexican authorities may sanction, suspend or cancel the concession following applicable procedures, which would negatively impact the exploration and exploitation rights assigned to us.

and 286 more changes in the filing

Unregistered sales of stock 8 changes

1 unchanged paragraph

On June 29, 2026, we completed the IPO in which we issued and sold an aggregate of 17,750,000 shares of our common stock for our account. The shares of common stock sold in the IPO were registered under the Securities

Act pursuant to the IPO Registration Statement, which was declared effective by the SEC on June 25, 2026. Our shares of common stock were sold at an initial public offering price of $12.00 per share, which generated net proceeds of $192.9 million after deducting underwriting discounts and commissions and offering expenses. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates. Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc. and BMO Capital Markets Corp. acted as representatives of the underwriters for the IPO.

In connection with the IPO, the Company granted to the underwriters of the IPO an option to purchase a maximum of 2,662,500 additional shares of common stock from the Company to cover over-allotments. On July 14, 2026, the underwriters of the IPO exercised this option in part, and on July 15, 2026, the Company issued and sold 1,915,328 shares of common stock resulting in net proceeds to the Company of $21.4 million.

We intend to use the net proceeds from the IPO for surface exploration and infill drilling, underground exploration and infill drilling and associated underground development, to be carried out in parallel with engineering and technical studies, including potential economic assessments such as an Initial Assessment and Pre-Feasibility Study in accordance with S-K 1300, as well as for general corporate purposes.

On June 25, 2026, our IPO Registration Statement was declared effective by the SEC. There has been no material change in the expected use of the net proceeds from the IPO as disclosed in our IPO Registration Statement and subsequent periodic reports filed with the SEC.

1 unchanged paragraph

Fresnillo purchasing 7,939,544 shares of common stock for net proceeds of approximately $95.0 million.

In connection with the IPO, we entered into a Common Stock Purchase Agreement, dated June 22, 2026, with Fresnillo, pursuant to which we agreed to sell and issue, and Fresnillo agreed to purchase from us, in an offering exempt from the registration requirements of the Securities Act and in reliance of Section 4(a)(2) thereof (the " Concurrent Placement "), at a price per share equal to the initial public offering price, a number of shares of our common stock such that Fresnillo would beneficially own up to 5.0% of the Company's issued and outstanding shares of common stock at the time of issuance. The closing of the Concurrent Placement took place on July 27, 2026, with Fresnillo purchasing 7,939,544 shares of common stock for net proceeds of approximately $95.0 million.

We intend to use the net proceeds from the Concurrent Placement for surface exploration and infill drilling, underground exploration and infill drilling and associated underground development, to be carried out in parallel with engineering and technical studies, including potential economic assessments such as an Initial Assessment and Pre-Feasibility Study in accordance with Regulation S-K subpart 1300, as well as for general corporate purposes.

1 unchanged paragraph

Other information 14 changes

Change of Principal Executive Officer

Effective as of August 14, 2026, the Company's Board of Directors (the "Board") has determined that the Company's Executive

Chairman, Daniel Muñiz Quintanilla now qualifies as the Company's Principal Executive Officer ("PEO") under the rules and regulations of the SEC, in place of Luis Barreto, the Company's Chief Financial Officer. While the Company continues to search for additional executives and may in the future expand its senior management team to include a Chief Executive Officer or Chief Operating Officer, in the interim Mr. Muñiz Quintanilla will assume a more active role in the management of the Company.

Mr. Barreto's cessation as PEO is not the result of any disagreement with the Company and Mr. Barreto will continue to serve as the Company's Chief Financial Officer and Principal Financial Officer.

Mr. Muñiz Quintanilla has served as a member of the Board since June 2021 and as Executive Chairman since April 2022. He previously served as Vice Chairman from June 2021 to April 2022. Mr. Muñiz Quintanilla also serves on the Technical, Safety and Sustainability Committee of the Board. He as a member of the board of directors of First Majestic Silver Corp., NOVAGOLD

Resources Inc., Sunshine Silver Mining & Refining Company and Brookfield Infrastructure Partners L.P. Mr. Muñiz is also a founding partner of Axkan Capital Partners S.L.. Mr. Muñiz served as the managing director and executive vice chair of

Americas Mining (the mining division of Grupo México) from 2014 to 2018, as chief executive officer of Industrial Minera Mexico (the underground mining division of Grupo México) from 2010 to 2014, and as chief financial officer of Grupo México from

2007 to 2014. Mr. Muñiz served as a director of Tharsis Mining S.L. from June 2022 until November 2025, as a director of Gatos Silver from April 2021 until it was acquired by First Majestic Silver Corp. in January 2025, and as a director of Hudbay

Minerals Inc. from July 2019 until May 2024. He holds a law degree from Universidad Iberoamericana, in Mexico City, a master's degree in law from Georgetown University in Washington, D.C. and a master's degree in business administration from

Instituto de Empresa in Madrid, Spain.

There are no family relationships between Mr. Muñiz Quintanilla and any director or executive officer of the Company that are required to be disclosed pursuant to Item 401(d) of Regulation S-K.

The Company previously entered into a letter agreement with Mr. Muñiz Quintanilla dated May 28, 2021, as amended May 25, 2022 and further amended and restated as of March 19, 2026 (the "Muñiz Letter Agreement"), for his services as senior special advisor. On June 23, 2026, the Company entered into a consulting services agreement with Mr. Muñiz Quintanilla (the "Muñiz Consulting Agreement"), which replaced the Muñiz Letter Agreement. The material terms of the Muñiz Consulting Agreement were disclosed in the Company's Registration Statement on Form S-1, as amended (Registration No. 333-296567), and a copy of the Muñiz Consulting

Agreement was filed as Exhibit 10.10 thereto and is incorporated herein by reference.

During the second quarter ended June September 30, 2026, no directors or Section 16 officers adopted , modified, or terminated any "Rule 10b5-1 trading arrangement" or any "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Exhibits 24 changes

2 unchanged paragraphs

Sinda Ltd. Amended and Restated 2020 Long Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed with the SEC on June 29, 2026)

Consulting Services Agreement with Daniel Muñiz Quintanilla, dated June 23, 2026 (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026)

Consulting Services Agreement with Fabián Galindo, dated June 23, 2026 (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026)

Employment Agreement with Luis Barreto, dated June 23, 2026 (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026)

Consulting Services Agreement with Jaime Cortés Álvarez, dated June 23, 2026 (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026)

Employment Agreement with Scott Cole, dated June 23, 2026 (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026)

Stockholders' Agreement, dated June 29, 2026 (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 filed with the SEC on July 27, 2026)

Registration Rights Agreement, dated June 29, 2026 (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed with the SEC on July 27, 2026)

Financial Support Commitment Letter, dated May 5, 2026, by TEG Global GP Ltd., the general partner of Electrum Global Holdings L.P. (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form S-1/A filed with the

SEC on June 24, 2026)

Common Stock Purchase Agreement with Fresnillo plc, dated June 22, 2026, (incorporated by reference to Exhibit 10.26 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026)

12 unchanged paragraphs

Date: August 14, 2026

/s/ Daniel Muniz Quintanilla

Name: Daniel Muniz Quintanilla

Title: Executive Chairman

(Principal Executive Officer)

Date: August 14, 2026

Title: Chief Financial Officer

(Principal Financial Officer)

Date: August 14, 2026

Title: Vice President, Finance

(Principal Accounting Officer)

Date: November 2, 2026

Title: Interim Chief Financial Officer and Vice President of Finance (Principal Financial Officer and Principal Accounting Officer)