Interim report
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OROSUR MINING INC. INTERIM MANAGEMENT’S DISCUSSION AND ANALYSIS QUARTERLY HIGHLIGHTS FOR THREE MONTHS ENDED AUGUST 31, 2026 EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS (except where indicated)
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Orosur Mining Inc. Interim Management’s Discussion & Analysis– Quarterly Highlights Three months Ended August 31, 2026 Dated – October 23, 2026 Page 2 Introduction The following Interim Management’s Discussion & Analysis (“MD&A”) of Orosur Mining Inc. (“ Orosur” or the “Company”) has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company since its last annual management’s discussion & analysis, being the Management’s Discussion & Analysis (“Annual MD&A”) for the fiscal year ended May 31, 2026. This MD&A does not provide a general update to the Annual MD&A, or reflect any non -material events since the date of the Annual MD&A. This MD&A has been prepared in compliance with the requirements of section 2.2.1 of Form 51 -102F1, in accordance with National Instrument 51-102 – Continuous Disclosure Obligations. This discussion should be read in conjunction with the Annual MD&A, the audited annual consolidated financial statements of the Company for the years ended May 31, 202 6 and May 31, 202 5 together with the notes thereto and the condensed unaudited interim consolidated financial statements of the Company for the three months ended August 31, 2026 and the notes thereto. Results are reported in thousands of United States Dollars (US$), unless otherwise noted . In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results for the three months ended August 31, 2026 are not necessarily indicative of the results that may be expected for any future period. Information contained herein is presented as at October 23, 2026 unless otherwise indicated. The Company’s unaudited condensed consolidated interim financial statements for the three months ended August 31, 202 6, have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee. The unaudited condensed consolidated interim financial statements have been prepared in accordance with International Standard 34, Interim Financial Reporting. These unaudited condensed interim consolidated financial statements are based on IFRSs issued and outstanding as of October 23, 2026, the date the Board of Directors approved the statements. For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, (the “Board”) considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Orosur common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity. Further information about the Company and its operations is available on Orosur’s website at www.orosur.ca or on the System for Electronic Documents Analysis and Retrieval (SEDAR+) at www.sedarplus.com.
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Orosur Mining Inc. Interim Management’s Discussion & Analysis– Quarterly Highlights Three months Ended August 31, 2026 Dated – October 23, 2026 Page 3 Caution Regarding Forward-looking Statements All statements, other than statements of historical fact, contained in this news release constitute “forward looking statements” within the meaning of applicable securities laws, including but not limited to the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995 and are based on expectations estimates and projections as of the date of this news release. Forward-looking statements include, without limitation, the continuing work on the Pepas prospect, the exploration plans in Colombia and Argentina and the funding of those plans, and other events or conditions that may occur in the future. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such forward-looking statements. Such statements are subject to significant risks and uncertainties including, but not limited to , those described in the Section “Risks Factors” of the Company's MD&A for the year ended May 31, 202 6. The Company’s continuance as a going concern is dependent upon its ability to obtain adequate financing. There is no assurance that the Company will be able to obtain adequate financing in the future on terms advantageous to the Company or at all . This material uncertaint y may cast significant doubt upon the Company’s ability to realize its assets and discharge its liabilities in the normal course of business and accordingly the appropriateness of the use of accounting principles applicable to a going concern. The Company disclaims any intention or obligation to update or revise any forward -looking statements whether as a result of new information, future events and such forward -looking statements, except to the extent required by applicable law. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Orosur’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward -looking statements. All forward - looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A. Description of Business Orosur Mining Inc. (TSX -V:OMI; AIM:OMI) is a minerals explorer and developer currently operating in Colombia and Argentina. Colombia In Colombia, the Company owns the Anzá gold exploration project (“Anza Project” or the “Project”) located in the Middle Cauca Belt in Antioquia, which hosts the Buriticá, Titiribí, Marmato and La Colosa projects. On September 10, 2018, the Company completed a non-brokered private placement of $2 million with Newmont Mining Corporation and an exploration agreement with a venture option (“Exploration Agreement”) with Newmont Colombia S.A.S., a wholly-owned subsidiary of Newmont, for the Anzá exploration property. On September 30, 2020, it was announced that Newmont would enter into a Joint Venture Agreement (“Joint Venture”) with Agnico Eagle Mines Limited (“Agnico”) and renamed Newmont Colombia SAS as Minera Monte Aguila SAS, (“Monte Aguila”) through which the two companies would jointly assume and advance Newmont’s prior rights and obligations with respect to the Anzá Project in Colombia on a 50:50 basis with Agnico as operator of the Joint Venture.
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Orosur Mining Inc. Interim Management’s Discussion & Analysis– Quarterly Highlights Three months Ended August 31, 2026 Dated – October 23, 2026 Page 4 On September 8, 2022, Monte Águila provided the Company with a Phase 1 Earn -In Notice, having completed all of the Phase 1 obligations, including $ 2 million in cash payments and investing more than US$10 million in the Project. Early in 2023, the Company received a further $2 million from Monte Aguila in advance of entering into Phase 2 of the Exploration Agreement. However, later in the year, after lengthy and considered reviews, both Newmont and Agnico decided that they would withdraw from the Anza Project and discussions commenced for the re-acquisition of the Project by the Company. On 28 November 2024 the Company announced that it had completed the acquisition of Monte Aguila as a result of which the Company now has 100% ownership of the flagship Anzá Project in Colombia. Under the terms of the acquisition, Orosur's wholly owned Canadian subsidiary, Waymar Resources Ltd purchased all of the issued shares of Monte Aguila from wholly owned subsidiaries of Newmont and Agnico resulting in Orosur regaining 100% ownership of the Project. No cash is payable up front, with all consideration deferred and wholly contingent upon commercial production from the Anza Project. The agreed consideration is a net smelter royalty of 1.5% on all future mineral production, plus a capped fixed royalty of an aggregate amount of $75 per ounce of gold or gold equivalent ounce on the first 200,000 gold equivalent ounces of mineral production. The TSXV approved the acquisition and completion occurred on November 27, 2024 Argentina On February 15, 2022, the Company announced that it had signed a Joint Venture (“JV”) agreement (“Agreement”) with private Argentinean company Deseado Dorado SAS and its shareholders (“Deseado”) in relation to the El Pantano Gold/Silver Project in the Prov ince of Santa Cruz in Argentina (“El Pantano Project”).The Agreement covers a number of licences owned by Deseado that, combined, currently cover a total of approximately 550km2 in the prolific Deseado Massif region of Santa Cruz Province in southern Argentina, roughly 45km from Anglo Gold’s Cerro Vanguardia mining camp. The JV Agreement required exploration expenditure of $3 million over 5 years from February 14, 2022, in two phases to earn 100% ownership of the El Pantano Project. The Company completed the first phase of the JV Agreement, having invested $1 million over three years as announced on February 17, 2025. The Company carried out extensive sampling and ground magnetic surveys, which served in defining drill targets. Examination of these data supported the Company's original thesis as to the prospectivity of the El Pantano Project. A regional scale SE -NW trending rift system has been clearly mapped at El Pantano, approximately 20km in strike length and 6km in width. With the recently completed drilling program, the Company has now completed the Phase 2 commitments of $2 million ahead of the required deadline and, as such, has exercised its option to retain 100% ownership of the Project and, as required by the JV Agreement has granted Deseado a residual 2% net smelter royalty on the Project of which 1% can be purchased for $1 million. Uruguay Historically in Uruguay, the Company operated the San Gregorio gold mining complex in the northern Department of Rivera. The Company acquired the San Gregorio operation in October 2003. On June 14, 2018 the Company applied for Reorganization Proceedings an d creditor protection over Loryser S.A. (“Loryser”), the Company’s primary operating subsidiary in Uruguay. In August 2018, production ceased and the mine was placed on care and maintenance. In December 2018, Loryser reached an agreement with the majority of its creditors (the “Creditors Agreement”), achieving a support level of approximately 72% of creditors by value. The Creditors Agreement was ratified by the Court in September 2019. The Company then focused its activities on the implementation of the Cr editors Agreement including the sale of the remaining assets of Loryser.
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Orosur Mining Inc. Interim Management’s Discussion & Analysis– Quarterly Highlights Three months Ended August 31, 2026 Dated – October 23, 2026 Page 5 Loryser has paid its labour and all other preferential creditors and distributed all the proceeds from the sale of its assets, via a Court approved paying agent, to Loryser’s trade creditors, with any remaining unclaimed amounts paid into the Court, in acc ordance with the Creditors’ Agreement. Given that Loryser has fulfilled all of its obligations under the Creditors’ Agreement at May 31, 2025, the Company has extinguished the carrying amounts due to commercial suppliers and borrowings as recognized on the Company’s Statement of Financial Position. Loryser has requested closure of the reorganization proceedings based on the full completion of the Creditors´ Agreement, a step that was supported by the former Court -appointed intervener. On 3 rd September 2026, the Company received notification that the completion of the reorganisation process had been formally approved by the Uruguayan Court. Highlights Highlights for the three months ended August 31, 2026 include: Operational Colombia • On 9th June, 2026 the Company announced the discovery of new mineralized zones at APTA. The results substantially enhanced the prospectivity of APTA with three areas of potential requiring follow up. APTA continued to deliver and on 14th July, 2026 the Company announced a substantial gold intersection in Hole MAP 107 of 135m @ 1.91g/t Au, including 49m @ 4.06g/t Au. The hole ended in mineralisation. • On 5th August, 2026 the Company confirmed that it had identified an extension of Pepas West with a flat lying body of mineralisation roughly 100 metres to the west of Pepas. The Company considers this free digging, flat lying, surficial, high grade oxide gold mineralisation to be a high priority in a near-term production scenario, from the point of view of cost and time required to define, develop and mine. • Post the period end, on 15 th September, 2026, the Company announced that it made a discovery at El Cedro, the most southerly of its three prospects. Partial results from the first hole at El Cedro showed gold mineralisation from surface of 61.35m @ 0.93g including 42.15m @ 1.02 g/t from 19m. Subsequently the Company announced gold mineralisation of 0.6 5g/t from surface to a depth of 267 metres, at which point drilling was prematurely terminated due to mechanical issues. Drilling has recommenced with a planned hole depth of 500m Argentina • On 22nd July, 2026 the Company announced that its drilling campaign at the Company’s 100% owned El Pantano project had identified a major epithermal gold/silver system and that an NI 43 101 Technical Report had been filed on the project. The Project comprises approximately 560km2 of contiguous granted licences in the prolific Deseado Massif of Santa Cruz Province, in Southern Argentina, roughly 45km from Anglo Gold's Cerro Vanguardia mining camp and 100km SE of Newmont Mining's giant Cerro Negro mine. The west-to-east zonation at El Pantano is a key outcome of the Technical Report and provides an important framework which provides multiple exploration vectors, including structurally controlled gold -bearing vein corridors in the west, possible feeder structures at depth, newly identified regional soil anomalies south of the principal structure, and preserved pathfinder-rich alteration zones in the east. The Company will consider these alternatives and will develop exploration plans over the winter recess.
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Orosur Mining Inc. Interim Management’s Discussion & Analysis– Quarterly Highlights Three months Ended August 31, 2026 Dated – October 23, 2026 Page 6 Financial and Corporate • The unaudited condensed interim consolidated financial statements have been prepared on a going concern basis under the historical cost method except for certain financial assets and liabilities which are accounted for as Assets and Liabilities held for sale (at the lower of book value o r fair value) and Profit and Loss from discontinuing operations. This accounting treatment has been applied to the activities in Uruguay and Chile. • On August 31, 2026, the Company had a cash balance of $7,841 (May 31, 2026 $9,954). As at the date of this MD&A and including the funds raised in the private placement (detailed below), the Company had a cash balance of $16,840. • On October 6, 2026, the Company announced the closing of a brokered private placement (the “Placement”) which raised gross proceeds of Cdn$16,000,000 (including gross proceeds of Cdn$2,000,000 from the full exercise of the agent’s option) through the issue 50,000,000 units at a price of Cdn$0.32 per unit. Each unit consists of one common share of the Company and one -half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of US$0.32 for a period of 24 months following closing of the Placement. Outlook and Strategy The Company will continue to focus its investment in Colombia and Argentina whilst also looking for new opportunities in South America. Off-Balance-Sheet Arrangements As of the date of this filing, the Company does not have any off -balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the financial performance or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources. Proposed Transactions The Company routinely evaluates various business development opportunities which could entail optioning properties, direct acquisitions, trades and/or divestitures. In this regard, the Company is currently in discussions with various parties, but no defini tive agreements with respect to any proposed transactions have been entered into as of the date of this MD&A. There can be no assurances that any such transactions will be concluded in the future. Overview of Financial Results Discussion of Operations Profit and loss for the three months ended August 31, 2026 and August 31, 2025 Continued operations For the three months ended August 31, 2026, Orosur recorded a net loss from continued operations of $545, with basic and diluted loss per share of $ 0.00. This compares with a net loss of $ 685 for the three months ended August 31, 2025. The decrease in net loss of $140 is principally attributable to increases in
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Orosur Mining Inc. Interim Management’s Discussion & Analysis– Quarterly Highlights Three months Ended August 31, 2026 Dated – October 23, 2026 Page 7 exploration expenditures of $ 117, increase in share -based compensation of $ 856, and decrease in the foreign exchange loss net of $30, offset by increase in gain on revaluation of warrants of $1,001 and other income of $11. Discontinued operations For the three months ended August 31, 2026, loss from discontinued operations was $3. This compares with loss for the three months ended August 31, 2025 of $33. The decrease in net loss of $30 is principally attributable to the movements in foreign exchange variance. Assets and liabilities as at August 31, 2026; May 31, 2026; and, May 31 2025 The following is selected financial data of the Company as at August 31, 2026, May 31, 2026, and May 31, 2025: As at August 31, 2026 As at May 31, 2026 As at May 31, 2025 Total current assets $8,422 $10,542 $5,343 Total non-current assets $15,413 $12,238 $4,146 Total assets $23,835 $22,780 $9,489 Total current liabilities $2,319 $3,309 $2,858 Total liabilities $2,319 $3,309 $2,858 Total shareholders' equity $21,516 $19,471 $6,631 Liquidity and Capital Resources The Company had cash balances from continued operations of $7,841 as at August 31, 2026 (May 31, 2026 - $9,954). The decrease in cash during the three months ended August 31, 2026, was primarily due to net cash used in operating activities and exploration and evaluation expenditures incurred. At August 31 , 202 6, the Company had a net working capital of $ 6,103 (May 31, 2026: $ 7,233). The Company is not generating cash from operations . Historically it has relied on the cash payments received under the exploration and option agreement for its funding , but more recently from external financing from equity private placements. The Company requires external financing, or it can seek one or more joint venture partners who can provide finance, to advance its exploration projects in Colombia and in Argentina. Such financing may be by way of equity, and/or debt financing. There can be no assurance that financing or joint venture partners will be available to the Company when needed or, if available, that any financing or joint venture agreements will be on acceptable terms. If adequate funds are not available, the Company may not be able to advance its exploration projects.
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Orosur Mining Inc. Interim Management’s Discussion & Analysis– Quarterly Highlights Three months Ended August 31, 2026 Dated – October 23, 2026 Page 8 Outstanding Share Data As at the date of this MD&A, (being the latest practicable date before the release of this MD&A) the Company had the following number of common shares and issuable shares outstanding: Securities Common shares 452,301,180 Issuable under options/RSUs/DSUs 23,590,004 Warrants 38,029,963 Total Securities 513,921,147 Disclosure Controls and Procedures and Internal Controls over Financial Reporting Management has established processes to provide them sufficient knowledge to support representations that they have exercised reasonable diligence that (i) the unaudited condensed interim consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the unaudited condensed interim consolidated financial statements; and (ii) the unaudited condensed interi m consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented. In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52 -109. In particular, the certifying officers filing this certificate are not making any repres entations relating to the establishment and maintenance of: ➢ controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, s ummarized and reported within the time periods specified in securities legislation; and ➢ a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP (IFRS). The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a co st-effective basis DC&P and ICFR as defined in NI 52 -109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
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Orosur Mining Inc. Interim Management’s Discussion & Analysis– Quarterly Highlights Three months Ended August 31, 2026 Dated – October 23, 2026 Page 9 Limitations of controls and procedures The Company’s management, including the CEO and CFO, believe that any internal controls over financial reporting and disclosure controls and procedures, no matter how well designed, can have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance that the objectives of the control system are met. Critical Accounting Judgements, Estimates and Assumptions The preparation of the Company’s financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses duri ng the reporting period. Estimates and assumptions are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. By definition, estimates and assumptions seldom equal actual results and have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities, and to the amounts of revenues and expenses presented in these financial statements. The areas which require management to make significant judgments, estimates and assumptions are discussed below: Exploration and evaluation expenditure The recoverability of amounts shown for capitalized exploration and evaluation costs is dependent upon the discovery of economically recoverable reserves. Management reviews the carrying value of capitalized exploration and evaluation costs at least annual ly. The review is based on the Company’s intention for development of the underlying asset. Accounting for a contingent consideration payable on an asset acquisition In accounting for the cash component of contingent consideration payable on an asset acquisition, including future royalties, the Company considers IAS 37 Provisions, Contingent liabilities and Contingent Assets to be the applicable Accounting Standard. Ac cordingly, no obligation for the cash component of contingent consideration payable based on the future performance of the asset and actions of the Company is recognized at the date of purchase of the related asset. New Standards Adopted Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after June 1, 2025. Many are not applicable or did not have a significant impact to the Company's consolidated financial statements. New and revised standards and interpretations issued but not yet effective The following new standards and amendments to standards and interpretations are not yet effective for the current year. • In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in the Financial Statements. IFRS 18 will replace IAS 1 Presentation of Financial Statements but carries forward many of the requirements from IAS 1. The standard introduces new defined su btotals to be presented in the Company’s consolidated statements of profit or loss and other comprehensive income (loss),
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Orosur Mining Inc. Interim Management’s Discussion & Analysis– Quarterly Highlights Three months Ended August 31, 2026 Dated – October 23, 2026 Page 10 disclosure of any management-defined performance measures related to the statement of profit or loss and other comprehensive income (loss) and requirements for grouping of information. IFRS 18 is effective for annual periods beginning on or after January 1, 2027, with earlier adoption permitted, and will apply retrospectively. The Company is currently in the process of assessing the impact of IFRS 18 (and applicable amendments to other standards) on the consolidated financial statements. Related Party Balances and Transactions Other than for Maracana Mining Holdings Inc., and its subsidiary Mineracao Madeira Ltda, which are 51% owned, the Company owns 100% of all of its subsidiaries. Figures contained in this MD&A document include the financial information of Orosur and its subs idiaries and all inter -company transactions have been eliminated on consolidation. Note 15 to the unaudited condensed consolidated interim financial statements of the Company for the three months ended August 31, 2026 discloses the Company’s list of subsidiaries. Risk Factors An investment in the securities of the Company is highly speculative, involving numerous and significant risks. Such investment should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. Prospective investors should carefully consider the risk factors that have affected, and which in the future are reasonably expected to affect, the Company and its financial position. Please refer to the section entitled “Risk Factors” in the Company’s Annual MD&A available on SEDAR+ at http://www.sedarplus.ca/. Non IFRS Measures The Company is of the opinion that conventional measures of performance prepared in accordance with IFRS do not meaningfully demonstrate the Company’s financial performance and the ability of its operations to generate cash flow. Therefore, the Company has included certain non -IFRS measures in this MD&A to supplement its financial statements which are prepared in accordance with IFRS. Subsequent Events Subsequent to the period end, as at October 22, 2026 (being the latest practicable date before the signing of these consolidated financial statements) a total of 1,296,106 warrants have been exercised for cash proceeds of $120 for the Company. On October 6, 2026, the Company announced the closing of a brokered private placement (the “Placement”) which raised gross proceeds of Cdn$16,000,000 (including gross proceeds of Cdn$2,000,000 from the full exercise of the agent’s option) through the issue 50,000,000 units at a price of Cdn$0.32 per unit. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of US$0.32 for a period of 24 months following closing of the Placement.