Financial statements
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Marimaca Copper Corp. Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited, expressed in thousands of U.S. dollars, except where indicated)
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NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS Under National Instrument 51-102, Part 4, subsection 4.3 (3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor. The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these unaudited condensed interim financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.
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Marimaca Copper Corp. Condensed Interim Consolidated Statements of Financial Position As at September 30, 2025, and December 31, 2024. (Unaudited, expressed in thousands of U.S. dollars, except where indicated) The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
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Marimaca Copper Corp. Condensed Interim Consolidated Statements of Loss and Comprehensive Loss For the Nine months ended September 30, 2025 and 2024 (Unaudited, expressed in thousands of U.S. dollars, except where indicated) The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
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Marimaca Copper Corp. Condensed Interim Consolidated Statements of Shareholders’ Equity For the nine months ended September 30, 2025 and 2024 (Unaudited, expressed in thousands of U.S. dollars, except where indicated) The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
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Marimaca Copper Corp. Condensed Interim Consolidated Statements of Cash Flows For the Nine months ended September 30, 2025 and 2024 (Unaudited, expressed in thousands of U.S. dollars, except where indicated) The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
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Marimaca Copper Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months and nine ended September 30, 2025 and 2024 (Unaudited, expressed in thousands of U.S. dollars, except where indicated) 1 Note 1 - Nature of operations and liquidity risk (a) Nature of operations Marimaca Copper Corp. (“Marimaca Copper” or the “Company”) was incorporated under the Business Corporations Act (British Columbia). Marimaca Copper is an exploration and development company focused on base metal projects in Chile. The Company’s principal asset is the Marimaca Copper Project (the “Marimaca Project”), located in the Antofagasta Region of northern Chile. The Marimaca Project comprises a set of concessions (the “1 -23 Claims”), properties 100% owned and optioned by the Company, combined with the adjacent La Atómica and Atahualpa claims over which Marimaca Copper has the right to explore and exploit resources and this larger area is referred to as the “Marimaca District”. The Company’s registered office is Suite 2200, 885 West Georgia Street, Vancouver, British Columbia, Canada. The Company is listed on the Toronto Stock Exchange (the “Exchange” or “TSX”) under the symbol “MARI”. On March 31, 2025, the Company was admitted to the official list of the Australian Securities Exchange (“ASX”) under the ticker “MC2” and its shares are traded on the ASX in the form of CHESS Depositary Interests (“CDIS”). (b) Liquidity risk These interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”), applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue in operation for at least the next twelve months. The Company is an exploration and development company that currently does not generate operational revenue from its assets. At September 30, 2025, the Company had working capital of $ 75.8 million (December 31, 2024 – $22.7 million), which management believes is sufficient to meet its property option payments , its obligations and to continue to fund operations for at least the next twelve months. Beyond the next 12 months, the Company’s ability to continue as a going concern and to advance the Marimaca Project will be dependent upon its ability to obtain the necessary financing. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. Note 2 - Basis of preparation and material accounting policies a) Statement of compliance These condensed interim consolidated financial statements include the accounts of Marimaca Copper and its wholly -owned subsidiaries (its “subsidiaries”) (hereinafter together with Marimaca Copper, the “Company”). These unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting . These condensed interim consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2024 (“2024 annual financial statements”), and were prepared using the same accounting policies. All amounts are expressed in thousands of U.S. dollars ($), unless otherwise noted. References to C$ and A$ are to Canadian dollars and Australian dollars respectively. These condensed interim consolidated financial statements were authorized for issuance by the Board of Directors on November 12, 2025. The results of operations for the nine months ended September 30, 2025, (“Q3 2025”) are not necessarily indicative of the results to be expected for the full year. Seasonality is not considered to have a significant impact over the condensed interim consolidated financial statements.
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Marimaca Copper Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited, expressed in thousands of U.S. dollars, except where indicated) 2 b) Significant judgements, estimates and assumptions The preparation of condensed interim consolidated financial statements in accordance with IFRS Accounting Standards requires the Company to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed interim consolidated financial statements and the reported amounts of expenses during the reporting period. The areas of judgement and estimation are consistent with those reported in the annual consolidated financial statements for the year ended December 31, 2024 , and the following discusses the most significant accounting judgements and estimates that the Company has made in the preparation of these condensed interim consolidated financial statements: i) Impairment of exploration and evaluation assets The application of the Company’s accounting policy for impairment of exploration and evaluation assets requires judgement to determine whether indicators of impairment exist, including factors such as: the period for which the Company has the right to expl ore has expired or will expire in the future, and is not expected to be renewed; substantive expenditures on exploration activities and evaluation of mineral resources in the specific area is neither budgeted or planned; exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources; and sufficient data exists to indicate that the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. Management has assessed for impairment indicators on the Company’s exploration and evaluation assets and has concluded that no impairment indicators exist as of September 30, 2025. ii) Expected credit losses Accounts receivables are recorded at fair value on initial recognition and amortised cost on subsequent remeasurement. The carrying amounts for accounts receivable are net of lifetime expected credit losses (“ECL”). Estimating the ECL allowance for receivables requires management to exercise judgment in selecting estimation techniques, choosing key inputs, and making significant assumptions about future economic conditions and customer credit behaviour, including the probability of customer defaults and potential losses. Management uses historical data to calculate the ECL for accounts receivables. Adjustments are made based on current and future economic conditions and specific risks for individual debtors. Significant judgment is required for these adjustments. Additionally, large and aging receivable balances need careful assessment for impairment provisions at the reporting date. As at September 30, 2025, the Company’s receivable related to an outstanding balance from the sale of Minera Rayrock Limitada in 2022 for which the Company has security over the exploration property rights held by the entity in the event of non -payment of the agreed upon sa les consideration. Following non -payment of the receivable on the due date, a liquidator was appointed for Minera Rayrock Limitada. Further details on the ECL scenarios and key assumptions in the estimation of an expected credit loss are disclosed in note 3. Although the Company has made its best estimates. Such estimates are subject to inherent uncertainty and differences in what the Company may realize could be significant. iii) Share-based compensation The Company applies the fair value method of accounting for share -based payment awards. Share options are measured using the Black-Scholes model to determine the fair value of stock-options granted to employees, consultants and directors. The model includes significant assumptions as to the estimated life of the stock options, the forfeiture rate and the volatility of the stock. The Company uses historical data to estimate the expected future volatility of the stock, the estimated lives of the stock options and the forfeiture rate. Stock options granted might include performance conditions related to the achievement of specified performance targets or a milestone and might pertain either to the performance of the Company as a whole or to some part of the enterprise, such as a subsidiary. The measurement of compensation costs for a stock -based award with a performance condition that will determine the number of options or shares to which all employees receiving the award will be entitled, is based on the best estimate of the outcome of the performance condition. Management assesses all the factors and uses its judgment to calculate these estimates.
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Marimaca Copper Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited, expressed in thousands of U.S. dollars, except where indicated) 3 c) New Accounting Standards Issued But Not Yet Effective Certain pronouncements were issued by the IASB or the IFRS Interpretations Committee that are mandatory for accounting periods commencing on or after January 1, 2025. Many are not applicable or do not have a significant impact to the Company and have therefore not been summarised in these interim financial statements. The following have standard has not yet been adopted. IFRS 18, Presentation and Disclosure in Financial Statements The IASB issued the IFRS 18, Presentation and Disclosure in Financial Statements, which is mandatory for accounting periods after January 1, 2027. The Company is currently assessing the impact of this new IFRS Accounting Standard on its financial statements and will update the Company’s accounting policies as applicable. Classification and Measurement of Financial Instruments (Amendment to IFRS 9 and IFRS 7) The amendments establish that financial assets and liabilities will be recognized and derecognized at settlement date, except for regular-way purchases or sales meeting specific criteria for a new exception. This allows companies to opt for early derecognition of certain financial liabilities settled via electronic payment systems. The amendments also provide guidelines for assessing the cash flow characteristics of financial assets, covering all contingent cash flows, including those related to environmental, social, and governance (ESG) features. Additionally, new disclosure requirements are introduced along with updates to existing ones. This amendment is effective for annual periods beginning on or after January 1, 2026. The impact of these amendments on the Company’s financial statements has not yet been evaluated. Note 3 - Sale of Minera Rayrock Ltda (“Rayrock”) By means of an agreement dated March 18, 2022, the Company sold and transferred 100% of the equity interest of its wholly- owned indirect subsidiary Minera Rayrock Limitada (currently Minera Cobre Verde SpA “MCV”), owner of the Ivan plant, to non-related parties 5Q SpA (“5Q”) and Fondo de Inversiones Privado Neith (“FIP”), for an aggregate amount of $10.3 million, to be paid according to the payment schedule agreed thereby (the “Purchase Price”). In December 2023, FIP transferred its stake in MCV to Cobres y Metales SpA (“CyM”). As a result thereof, 5Q and CyM remained liable before the Company for payment of the Purchase Price. As of the date hereof, the Company has received $0.5 million as part of the Purchase Price. On December 29, 2023, the Company, 5Q and CyM signed a Memorandum of Understanding (“MOU”) to amend the Purchase Price’s payment schedule, and agreed to a single payment of $7.0 million, subject to actual payment of such amount in full no later than June 30, 2024. On July 23, 2024, the Company has amended the MOU, which has included the Rayrock assets and common shares as guarantee, and rescheduling the contingent payment as follows: • 1st Instalment – $2 million by August 15, 2024; • 2nd Instalment – $2.5 million until September 30, 2024; and • 3rd Instalment – $2.5 million not earlier than September 30, 2024, and not later than December 31, 2024. Payment of the Purchase Price are duly secured, including pledge over MCV’s shares, pledge over Ivan plant and over MCV’s mining tenements located in the Antofagasta region of Chile. As of September 30, 2025, valuation of the underlying assets provided by a third party exceeds the value of the account receivable. 5Q failed to meet the first installment of the amended payment calendar, and therefore, on September 10, 2024, the Company submitted a petition for liquidation of MCV, in order to commence a liquidation process . The company is the majority creditor in the liquidation process . As a result of the se events the company assessed the recoverability of the account receivable in the context of the liquidation process, and concluded that an impairment of $2.4 million as of December 31, 2024 was required. An additional impairment of $0.6 million was recognized during 2025 due to delays in the timing of the liquidation process impacting the valuation of the recoverable amounts, offset by interest accretion of $0.4m.
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Marimaca Copper Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited, expressed in thousands of U.S. dollars, except where indicated) 4 As of September 30, 2025 , the company has a net receivable of $4.6 million ($4.7 million as of December 31, 2024 ). Management estimated the recoverable amount of the account receivable using probability weighted scenarios which incorporated expectations of the liquidation process as well as the valuation of the und erlying assets subject to liquidation , the associated costs and the ultimate recoverable amounts. Note 4 - Exploration and evaluation assets The Company owns all the concessions that make up the Marimaca Project, and any historical option agreements relating to concessions have been exercised. Certain concessions that make up the greater Marimaca District are under option agreements as follows: Pampa Medina Under the terms of an October 2024 option agreement, the Company may acquire the Pampa Medina property for a total consideration of $12 million payable as follows: $0.15 million upon signing (paid); $0.35 million on the 12 -month anniversary; $0.5 million o n the 24-month anniversary; $1.5 million on the 36 -month anniversary; $2.5 million on the 48 - month anniversary, and $7.0 million on the 60 month anniversary. These claims are subject to a 1.5% net smelter royalty (“NSR”) with an option to buy back 1.0% of the NSR for $2 million, exercisable within a term of 24 months from the start of commercial production. The Company may withdraw from the Agreement at any time, before completing all the installments agreed under the Agreement. Under the terms of the option, the Company has the right to perform exploration activities on the property. Madrugador Project Under the terms of a December 2024 option agreement, the Company may acquire the Madrugador Project property for a total consideration of $12 million payable as follows: $0.15 million upon signing (paid); $0.25 million on the 12 -month anniversary; $0.4 million on the 24 -month anniversary; $1.2 million on the 36 -month anniversary; $3.0 million on the 48 - month anniversary, and $7.0 million on the 60month anniversary. These claims are subject to a 1.5% NSR with an option to buy back 1.0% of the royalty for $1.5 million, at any time and a right of first refusal on any sale of the royalty to a third party. The Company may withdraw from the Agreement at any time, before completing all the installments agreed under the Agreement. Under the terms of the option, the Company has the right to perform exploration activities on the property. Note 5 – Shareholders’ equity a) Share capital Authorized The Company authorized capital includes an unlimited number of common shares 118,499,525 common shares issued and outstanding as at September 30, 2025) having no par value.
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Marimaca Copper Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited, expressed in thousands of U.S. dollars, except where indicated) 5 b) Private Placement On June 13, 2025, the Company completed a non -brokered private placement comprised on two tranches totalling of 5,311,416 Shares at a price of C$4.60 per Unit for gross proceeds of C$24.4 million ($17.9 million) with net proceeds of C$23.9 million ($17.4 million). Assore International Holdings Limited (“AIH”) and Ithaki Limited (“Ithaki”) each subscribed for 2,250,000 common shares of the Company at a price of C$4.60 per Share for total gross proceeds to the Company of approximately C$20,700,000 (“Tranche 1”). An additional institutional investor together with its affiliates subscribed on the same terms as AIH and Ithaki for an additional 811,416 Shares (“Tranche 2”) for total gross proceeds of C$3,732,514. c) Offer Management Agreement On September 5, 2025, the Company completed an Offer Management Agreement comprised of 8,247,423 Shares at a price of A$9.70 per Unit for gross proceeds of A$80.0 million ($52.7 million) with net proceeds of A$75.1 million ($49.5 million). Assore International Holdings Limited (“AIH”) and Ithaki Limited (“Ithaki”) subscribed for 1,376,289 and 1,226,805 common shares of the Company respectively at a price of A$9.7 per Share for total gross proceeds to the Company of approximately A$25.3 million. An additional institutional investor together with its affiliates subscribed on the same terms as AIH and Ithaki for an additional 5,644,329 Shares for total gross proceeds of A$56.7 million. d) Warrants Mitsubishi Corporation (“Mitsubishi”), that held 4,640,371 Warrant units (“Units”) at a n exercise price of C$5.60, these Warrants expired unexercised in July 2025. During September 2025, AIH exercised 2,862,500 Warrant units (“Units”) issued in August 2024 at an exercise price of C$5.85 per unit for gross proceeds of C$16.7 million ($12.2 million). e) Stock options and RSU During the three and nine months ended September 30, 2025, no stock options were granted by the Company under the Company’s Omnibus Plan (Q3 2024 and YTD – nil options granted). During the three and nine months ended September 30, 2025, the Company awarded to management and directors with 0. 9 million RSUs (Q3 2024 – 0.9 million) and 1.3 million RSUs (2024 – 0.9 million), respectively. The fair value of the RSUs, which is determined with reference to the trading price of the Company’s common shares immediately preceding the date of issuance, was determined to be C$12.4 million in 2025 (2024 – C$3.2 million). For the three and nine months ended September 30, 2025, the Company recorded $ 8.1 million and $10.2 million in share- based compensation, respectively ($0.3 million and $2.1 million for the three and nine months ended September 30, 2024, respectively), associated with the vesting of granted stock options and RSUs.
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Marimaca Copper Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited, expressed in thousands of U.S. dollars, except where indicated) 6 Note 6 - Related party transactions Key management personnel The Company considers directors and officers to be key management personnel. Compensation was as follows: (1) Includes salary, benefits and short-term accrued incentives/other bonuses earned in the period. (2) Represents the expense of stock options and restricted share units during the period. Loans to Key management personnel On September 18, 2025 The Company loaned C$640,000 to an independent director at an interest rate of 4.5% per annum, the loan was repaid in full on September 23, 2025. Note 7 - Segmented information The chief operating decision-maker organizes and manages the business under one operating segment. The table below shows the geographical location of various assets and liabilities held by the Company as at September 30, 2025 and the net loss associated with each location for the six months ended September 30, 2025. Note 8 - Financial instruments As at September 30, 2025, the Company’s carrying values of cash and cash equivalents, amounts receivable net of estimated ECL allowances, accounts payable and accrued liabilities approximate their fair values due to their short -term to maturity. The estimated fair value of amounts receivable net of estimated ECL allowances is an estimate that involves the use of scenarios, estimates of collateral value and realization costs. Foreign Exchange Swap Related to Capital Raise in Australian dollars (AUD) Nature and Purpose of the Instrument During the reporting period, the Company executed a foreign exchange swap contract to manage currency risk associated with a capital raise denominated in Australian dollars (AUD). The Company’s functional currency is U.S. dollars (USD), and the swap was used to economically hedge the expected conversion of AUD proceeds into USD at a predetermined rate.
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Marimaca Copper Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited, expressed in thousands of U.S. dollars, except where indicated) 7 Accounting Policy The foreign exchange swap is classified as a derivative financial instrument under IFRS 9 and is initially recognized at fair value on the trade date. Subsequent changes in fair value are recognized in profit or loss. The Group has not designated the swap as a hedging instrument for accounting purposes. Transaction Details On September 5, 2025, the Company entered into a foreign exchange swap with Monex Canada, exchanging A$ 75.0 million for $48.8 million with settlement dates aligned to the expected receipt and deployment of capital. The forward rate agreed was 0.6504 USD/AUD, and the swap matured on September 12, 2025. Income Statement Impact The Group recognized an realized loss during the period of $0.9 million in the income statement under “Foreign exchange loss. Risk Exposure and Valuation The swap exposes the Group to market risk from fluctuations in the AUD/USD exchange rate and credit risk with the counterparty. Fair value is determined using observable forward rates and discounted cash flow techniques. The Group monitors derivative positions as part of its treasury risk management framework. Credit risk Credit risk is a risk that a financial loss will be incurred if a counterparty to a transaction does not fulfill its financia l obligations as agreed. Financial instruments that potentially subject the Company to credit risk consist of cash, and accounts receivable, which are the maximum amounts exposed to credit risk. The Company deposits its cash with high credit quality financial institutions as determined by rating agencies. As per note 3, the Company has recorded an expected credit loss on the receivable as December 31, 2024. Currency risk Currency risk is the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign currency rates in the market. The Company’s financial instruments are exposed to currency risk where those instruments are denominated in currencies that are not the same as the functional currency of the entity that holds them; foreign exchange gains and losses in these situations impact earnings. The Company’s significant subsidiaries are located in Chile and although their functional currency is the U.S. dollar, they are subject to currency risk because they maintain certain cash, amounts receivable and accounts payables and accrued liabilities in Chilean pesos. The parent company is in Canada and its functional currency is the Canadian dollar and also maintains cash and accounts payables and accrued liabilities in Canadian and U.S. dollars. Total currency exposure from foreign currencies is equivalent to $ 1.1 million as at September 30, 2025 ($1.5 million as of December 31, 2024 ). Based on the net exposures as of September 30, 2025, and assuming that all other variables remain constant, a change of 10% in the Canadian dollar and/or Chilean peso against the US dollar would result in a change in the Company’s net loss of approximately $0.1 million, respectively. The Company manages and monitors the currency risk on a regular basis. As at September 30, 2025, the Company held its cash as follows: 96.4% in U.S. dollars, 1.9% in Canadian dollars and 1.7% in Chilean pesos, with 2.3% of cash held in Canadian banks and 97.7% held in Chilean banks, as at September 30, 2025. Interest rate risk Interest rate risk is the risk that the fair values or future cash flows of our financial instruments will fluctuate because of changes in market interest rates. Cash and accounts receivable are the only financial instruments the Company holds that are impacted by interest. There is limited interest rate risk associated with the Company´s cash balance and accounts receivable.
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Marimaca Copper Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited, expressed in thousands of U.S. dollars, except where indicated) 8 Liquidity risk Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is reliant upon equity issuances and/or loans as its sole source of cash. The Company manages liquidity risk by maintaining an adequate level of cash to meet its short-term ongoing obligations and reviews its actual expenditures and forecast cash flows on a regular basis, and matches the maturity dates of its cash equivalents to capital and operating needs. The Company’s accounts payable and accrued liabilities are all payable within normal trade terms, which are typically up to a maximum of 30 days.