Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

480 - 1140 West Pender Street, Vancouver, BC, V6E 4G1

www.santacruzsilver.com

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

This Management’s Discussion and Analysis of results of operations and financial condition (“MD&A”) should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024 and the notes thereto of Santacruz Silver Mining Ltd. (“the Company” or “Santacruz”) which have been prepared in accordance with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

All dollar amounts are expressed in thousands of US dollars unless otherwise indicated. Unless otherwise noted, references to “C$” are to thousands of Canadian dollars, references to “MXN” are to thousands of Mexican pesos and references to “BOB” are to thousands of Bolivian bolivianos.

During the year ended December 31, 2024, the Company identified several errors in the previously filed 2023 financial statements. The Company has determined that a correction was required and as such, has restated its previously reported consolidated financial statements as at December 31, 2023 and the consolidated statement of financial position as at January 1, 2023. Refer to note 3 of the accompanying audited annual financial statements for details of the adjustment and impact to the audited consolidated financial statements for the year ended December 31, 2024 and 2023. Where applicable, previously reported figures in this MD&A have been updated to reflect the adjustments made as part of the restatement.

Certain amounts shown in this MD&A may not add exactly to total amounts due to rounding differences. Throughout this MD&A, the terms first quarter, second quarter, third quarter, fourth quarter and year to date are respectively used interchangeably with the terms Q1, Q2, Q3, Q4 and YTD.

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities regulation and should be read in conjunction with the “Risk Factors” and “Cautionary Note Regarding Forward-looking Information” section in this MD&A

All information contained in this MD&A is current and has been approved by the Board of Directors of the Company as of May 28, 2025.

Company Overview

Santacruz was incorporated pursuant to the Business Corporations Act of British Columbia on January 24, 2011. The Company’s registered office is located at 1111 West Hastings Street, 15^th Floor, Vancouver, British Columbia, Canada V6E 2J3. The Company is listed for trading on the TSX Venture Exchange (‘‘TSXV’’) under the symbol ‘‘SCZ’’.

The Company is engaged in the operation, acquisition, exploration and development of mineral properties in Latin America, with a primary focus on silver and zinc, but also including lead and copper. As at December 31, 2024, the Company had acquired ownership including mining concession rights to the following mineral properties:

Bolivia:

Mexico:

Management has assessed the nature of its interest in the Illapa Business and determined it to be a joint operation. The Company records its 45% interest in the assets, liabilities, revenues and expenses of the Illapa Business in its consolidated financial statements. The Company is solely responsible for certain transactions made by the Illapa entity, and for these transactions, the assets, liabilities, revenues and expenses are recognized at 100% in the Company’s Financial Statements and result in balances payable to or owed from COMIBOL for its share of the joint operation.

The Company is the operator of the Illapa Business and as such the chief executive officer and executive management team review the Bolivar and Porco operating and financial information on a 100% basis. The Company reports its segment information on a 100% basis with respect to Bolivar and Porco together with an elimination column representing COMIBOL’s 55% interest (Refer to Note 22 of the audited consolidated financial statements).

In this MD&A, operational information for Bolivar and Porco is presented at 100%. Readers of this MD&A are cautioned that although in the operating section of this MD&A the Company reports 100% of the production and sales information, the Company records 45% of the assets, liabilities, revenues and expenses in its consolidated financial statements. In contrast to the operational information, all financial information presented in this MD&A is reported showing 45% of the assets, liabilities, revenues and expenses which coincides with the information presented in the audited consolidated financial statements.

In the third quarter of 2024, the Company changed its business process and began feeding all of the Reserva mine’s ore to the San Lucas feed sourcing business instead of combining it with the ore from other mines in the Caballo Blanco Group. To reflect the change in business process, the operating segments were updated in Q3 2024 to present the results of the Reserva mine as part of the San Lucas Group, comparative information from previous periods has not been updated and the results of the Reserva mine are still presented as part of the Caballo Blanco Group.

2024 Annual Highlights

2024 Annual Production Summary - By Mine

Notes for both tables above:

Management Business Overview and Outlook

Debt Reduction and Restructuring:

On March 20^th 2025, the Company made a $10,000 payment to Glencore as part of a plan to exercise the acceleration option to satisfy the base purchase price obligation owed to Glencore for the purchase of the Sinchi Wayra and Illapa operations. An additional payment of $7,500 was made in May 2025 and the Company will continue to make bi-monthly payments of $7,500 commencing in May 2025 until reaching a total of $40,000 at which point the acceleration option will have been exercised and the base purchase price obligation of $80,000 will be extinguished.

Bolivian Operations:

Going forward our Bolivian operations will continue to prioritize operational efficiency across both mining and milling activities. The key objectives are twofold: optimizing mining costs while enhancing recovery rates in our mills. This dual focus aims to increase the quality of our concentrates, with an emphasis on achieving a sustainable balance between cost-efficiency and productivity. By continuously refining our processes, we are committed to strengthening the quality and profitability of our operations.

Mexican Operations:

Going forward Zimapan will continue cost optimization efforts and process improvements to enhance concentrate quality and generate more cash flows. The improvement initiatives have shown positive results over recent quarters, and management will continue to prioritize these ongoing activities. Additionally, the Company will seek synergies between its operations to further improve operational processes, fostering integration and efficiency gains. Through these combined efforts, we aim to drive sustainable improvements in our production capabilities and financial performance.

Management believes that executing the above referenced strategic initiatives will significantly strengthen the Company’s financial position setting the stage for the future growth of the Company.

Selected Annual and Quarterly Production Results

Selected Annual and Quarterly Production Results (continued)

2024 YTD vs 2023 YTD

Compared to 2023, the tons of processed material increased by 4%. The increase was driven by increases in tonnes milled from the San Lucas Group 9%, Porco 7% and Zimapan 10% operations that were offset by decreases in Bolivar (3%) and Caballo Blanco Group’s (13%) operations. The 13% decrease in Caballo Blanco Group is due to the results of the Reserva mine being reported in the San Lucas Group starting in Q3 2024. This highlights the stability and diversification of the Company’s asset base, enabling us to offset declines in production at certain operations with increased production from others. This strategic balance is essential for maintaining overall production stability and ensuring consistent performance across our operations.

Q4 2024 vs Q3 2024

Compared to Q3 2024, production levels remained stable with no overall change in tonnes milled that reflects a 4% increase in the Caballo Blanco Group and a 10% increase in Porco offset by a 4% decrease in San Lucas and a 1% decrease in Bolivar. This improvement in silver production is especially positive given the recent rise in silver prices and favorable market outlook. Silver ounces produced has continued to increase, rising 3% during Q4 which is a key area of focus for the Company.

Bolivar Mine Operating Results

The Bolivar Mine has been active for more than 200 years. The current mine complex consists of an underground mine, 1,100 t/d milling facility, tailings storage facility, maintenance workshop, shaft-winder, water treatment plants, supplies warehouse, main office, hospital, and camp.

The Bolivar mine operates in two main areas: the Central Zone, an extension of the original ore deposit that runs deeper, and the Rosario Zone, a parallel area with its own separate entrance.

Currently the mine is producing about 25,000 tonnes of ore per month, and 840 meters of combined primary and secondary development each month. At the same time, ore from the San Lucas feed sourcing business is providing production flexibility and allowing the mill to operate efficiently.

The Bolívar mill has operated continuously since 1993, receiving feed from two main sources: the Bolívar Mine, which supplies approximately 70%, and toll feed sourced through the San Lucas feed sourcing business, contributing the remaining 30%. The mill processes each feed type separately, enabling precise analysis and reporting for each. Different reagent strategies are applied to each source due to the presence of pyrrhotite in the San Lucas feed, which is generally absent in the Bolívar mine feed.

In Q4 2024, Bolivar processed 69,411 tonnes of ore and produced 1,033,933 silver equivalent ounces including 491,377 ounces of silver and 4,611 tonnes of zinc.

2024 YTD vs 2023 YTD

When comparing 2024 to 2023 production volumes, Bolívar processed 3% less material in 2024. Silver equivalent production increased by 18%, demonstrating strong metallurgical efficiency relative to the reduction in tonnes processed. Silver production remained relatively stable year-over-year, only decreasing by 7%, which was caused by a 4% decrease in silver head grades. Management is focusing on improving the mine’s silver output quality and reinforcing revenue resilience, particularly in the context of a strengthening silver price trend. Zinc production has improved with an 11% increase, driven by a 13% increase in zinc head grades while zinc recovery has remained steady. The higher zinc production offset some of the decrease in silver production. The company will continue its strategic focus on enhancing silver grades and recoveries, coupled with a favorable silver market outlook.

Q4 2024 vs Q3 2024

Material processed during Q4 2024 decreased by 1% compared to Q3 2024. Despite the slight reduction in tonnes processed, silver equivalent production increased by 2%, reflecting improved operational efficiency. Silver production increased by 2%, supported by a 2% higher silver head grade and a 1% improvement in silver recovery. These positive metallurgical trends align with a favorable silver market environment, where strengthening silver prices contributed positively to revenue generation. Zinc production remained stable with a 1% increase, while both zinc head grade and recovery were essentially unchanged (0% and +3% respectively). The solid performance in silver production, combined with favorable price dynamics and stable zinc production resulted in Bolívar’s improved revenue profile.

Porco Mine Operating Results

The Porco Mine has been in operation for nearly 500 years. The complex consists of an underground mine, milling facility, maintenance workshop, tailing storage facility, water treatment plant, supplies warehouse, main office, two hospitals and Yancaviri Camp.

The mine produces approximately 17,000 tonnes of ore, and on average realizes 600 meters of total development per month. The mine is comprised of two production areas. Hundimiento uses long hole mechanized mining methods to exploit the deeper extension of the primary vein complex, and the Central zone which is conventionally mined using more selective shrinkage stoping.

The milling facility is sourced by the mine feed (approximately 60%), and the toll feed from the San Lucas feed sourcing business (40%).

In Q4 2024, Porco processed 53,702 tonnes of ore and produced 496,735 silver equivalent ounces including 145,585 ounces of silver and 2,983 tonnes of zinc.

2024 YTD vs 2023 YTD

Comparing 2024 to 2023, Porco demonstrated strong operational improvements, with material processed increasing by 7% and silver equivalent production up by 18%. Silver production decreased modestly by 3%, because of a 7% decrease in silver head grade and a slight 2% decrease in recovery, reflecting the resilience of the operation. Zinc production increased by 1% year-over-year, with a 5% decline in zinc head grade and stable zinc recovery. The ability to achieve higher production levels even with slightly lower grades underscores Porco’s efficiency improvements and supports future revenue growth, especially considering a favorable silver price environment.

Q4 2024 vs Q3 2024

Material processed increased by 10% during Q4 2024 compared to Q3 2024, reflecting a significant ramp-up in production capacity and silver equivalent production grew 3%. Silver production decreased by 15%, primarily driven by a 23% decline in silver head grade, while silver recovery remained stable. Zinc production increased by 14%, supported by the higher throughput and further increased by a 3% increase in zinc head grades and zinc recovery remained constant. The overall performance at Porco shows our volume-driven growth strategy.

Caballo Blanco Group Operating Results

Following a thorough examination of the Don Diego milling facility processing performance, Caballo Blanco Group made a strategic adjustment in Q3 to improve metal recovery and concentrate value. Previously, the milling facility handled ore from three mines: Colquechaquita, Tres Amigos, and Reserva. A recent evaluation revealed that processing a blend of ores exclusively from Colquechaquita and Tres Amigos at Don Diego significantly improved silver recovery in the lead concentrate. This enhancement adds greater value to the lead concentrate and generates additional revenue for the Company. The process modification is consistent with our goal of enhancing efficiencies by improving metal recoveries and concentrate value.

Ore from the Reserva mine will now be processed and blended with ore from the San Lucas ore sourcing business to improve overall operating efficiency. The initial results of this adjustment reveal significant gains in silver in lead concentrate recovery, prompting management to adopt this new processing approach as the standard going forward. This revised operational framework will help both Caballo Blanco and San Lucas achieve more consistent recovery performance and maximize the value of its mineral resources.

In Q4 2024, Caballo Blanco processed 60,776 tonnes of ore and produced 913,243 silver equivalent ounces including 368,822 ounces of silver and 4,455 tonnes of zinc.

2024 YTD vs 2023 YTD

Comparing 2024 to 2023, material processed at Caballo Blanco declined by 13%, because Reserva’s production is now being blended with San Lucas ore and is reported in the San Lucas Group results instead. Despite the lower throughput, silver equivalent production decreased by 15%. Silver production decreased by 21% year-over-year, which was driven by reporting Reserva’s production in San Lucas Group and was also impacted by 8% lower head grades and 2% lower recoveries during the year. Zinc production declined by 9%, although zinc head grades improved by 6%.

Q4 2024 vs Q3 2024

Material processed increased by 4% in Q4 2024 compared to Q3 2024, indicating stable operational throughput. Silver equivalent production surged by 21%, significantly outpacing the increase in material processed, highlighting strong processing efficiency gains. Silver production rose sharply by 48%, driven by a 39% increase in silver head grade and a 3% improvement in silver recovery. This positive development positions Caballo Blanco to fully capitalize on the current upward silver price trend, thereby boosting revenue contribution to the Company’s consolidated operations. Zinc production increased by 8%, supported by a 4% higher zinc head grade and stable recoveries. As part of our broader operational optimization strategy, removing the Reserva mine ore from Caballo Blanco has delivered tangible benefits, resulting in stronger metallurgical outcomes and positioning Caballo Blanco for sustained performance improvements.

San Lucas Group Operating Results

The San Lucas feed sourcing business utilizes the excess production capacity of each of the milling facilities in Bolivia to produce concentrate. Feed is sourced from independent organized mining groups with whom San Lucas has negotiated agreements outlining methodology for valuation and purchase as well as validating the source of the feed and methods used in extraction. Once the ore material is sampled and the purchase is finalized, it is blended and processed. Starting from Q3 2024, the operating results of the Reserva mine are included in the San Lucas results because all ore produced by the Reserva mine is sold to the San Lucas feed sourcing business to achieve optimal recoveries.

Generally, the ore from the San Lucas feed sourcing business is campaigned through each milling facility and kept separate from mine feeds. Across the three milling facilities, the approximate distribution used by San Lucas to process third-party ore is 44% at Porco, 22% at Don Diego, and 34% at Bolívar. The feed volume and grade are variable and challenging to forecast; however, the consistent and fair business structure offered by our San Lucas feed sourcing business appeals to local miners. By working with a medium- to long-term perspective, we enhance the consistency of the ore, and additional agreements are currently being negotiated to increase feed sourced.

In Q4 2024, San Lucas processed 92,369 tonnes of ore and produced 1,168,184 silver equivalent ounces, including 329,760 ounces of silver and 7,089 tonnes of zinc.

2024 YTD vs 2023 YTD

Compared to 2023, material processed at San Lucas increased by 9%, reflecting a deliberate strategy to maximize mill utilization across our operations. Despite this increase, silver equivalent production declined by 4%, primarily due to a 15% decrease in silver head grades and a slight 1% decrease in zinc recoveries. Silver production decreased by 8% year-over-year. Zinc production fell by 1%, in line with a 9% drop in zinc head grade. As a margin-focused operation, San Lucas adjusts ore purchasing costs in accordance with ore quality, maintaining its profitability contribution. Furthermore, by supplementing feedstock for our milling facilities, San Lucas enhances overall operational efficiency and flexibility across the Group, directly supporting throughput and fixed cost absorption.

Q4 2024 vs Q3 2024

Material processed decreased by 4% in Q4 2024 compared to Q3 2024, a variation within normal operational parameters. Silver equivalent production declined by 6%, slightly exceeding the reduction in tonnes processed, driven by a 7% decrease in silver production, a 1% lower silver head grade, and a 2% decline in silver recovery. Zinc production fell by 6%, while zinc head grade and recovery remained relatively stable. It is important to note that San Lucas operates under a margin-based business model, where lower ore grades are offset by lower ore purchase costs, preserving contribution margins. Additionally, San Lucas plays a critical strategic role in ensuring that our milling facilities operate at optimal capacity, depending on the available throughput from the Company’s core mining operations.

Zimapan Mine

The Zimapan operation produces feed from the Carrizal and Monte mines, which are connected by a 7.4-kilometre underground access and haulage tunnel which terminates at the San Francisco process plant. Mining methods used include long hole and cut and fill stoping. The plant processes about 72,000 tonnes per month and produces three concentrates using differential flotation. Tailings Storage Facility and other support facilities are located adjacent and downstream of the plant location.

Steadily increasing mine and plant production has assisted in reducing unit costs thereby helping to mitigate the impact of metal and supply chain price volatility. Higher metallurgical recoveries in 2024 resulting from focused attention to this issue during 2024 had a significant positive impact on metal production. A shift to higher productivity high-value mining areas is the focus for 2025.

2024 YTD vs 2023 YTD

Compared to 2023, Zimapan delivered a solid operational performance, with tonnes processed increasing by 10% and silver equivalent production rising by 17%. Silver production improved by 24% year-over-year, supported by a 9% increase in silver head grades and a 3% increase in recoveries. Zinc production grew significantly by 22% which was driven by a 7% improvement in zinc head grades and a 3% increase in recoveries. These positive trends in both production and metallurgical performance underscore the successful optimization initiatives implemented over the past year. Zimapan’s year-over-year improvements, combined with favorable silver market conditions, have strengthened its contribution to the Company’s overall production and revenue growth.

Q4 2024 vs Q3 2024

Material processed remained stable in Q4 2024 compared to Q3 2024. Despite consistent throughput, silver equivalent production decreased by 5%. Silver production decreased by 4%, driven by a 4% decline in silver recoveries while silver head grades remained consistent year over year. Zinc production decreased by 2%, mainly due to a 3% reduction in zinc head grade, while zinc recovery improved slightly by 1%, mitigating part of the impact. While overall production was slightly lower quarter-over-quarter, stable processing volumes and modest improvements in head grades reinforce the operation’s solid fundamentals. In addition, the ongoing positive trend in silver prices continues to support revenue stability, mitigating the impact of short-term production variations.

Other Properties

Soracaya is an approximately eight-hectare exploration asset located approximately 200 km south south-west of Potosi and 4.4 km from the San Vincente mine (owned by Pan American Silver). Verification of the resource to NI 43-101 standards is currently in progress as well as some claim maintenance work underground.

Qualified Person and Technical Disclosures

All scientific and technical disclosure contained in this MD&A was reviewed and approved by Garth Kirkham P.Geo. an independent consultant to the Company, is a qualified person under NI 43-101 and has approved the scientific and technical information contained within this news release.

Production at the Zimapan Mine is not supported by a feasibility study on mineral reserves demonstrating economic or technical viability or any other independent economic study under NI 43-101. Accordingly, there is increased uncertainty and higher economic and technical risks of failure associated with production operations at the Zimapan Mine. Production and economic variables may vary considerably due to the absence of a complete and detailed site analysis according to and in accordance with NI 43- 101. Project failure may adversely impact the Company’s future profitability.

Overview of Financial Results

Quarters ended December 31, 2024 and 2023

Revenues for the quarter ended December 31, 2024 were $81,669, an increase of $24,053 as compared to Q4 2023. The increase is primarily due to an increase in the average realized price of silver from $22.47 in Q4 2023 to $31.77 in Q4 2024.

Cost of sales for the quarter ended December 31, 2024, was $52,556, an increase of $10,085 compared to Q4 2023. This change is primarily attributed to an increase of ore purchase costs by $6,898 in the San Lucas Group, as a result of higher commodity prices during the current quarter. The San Lucas Group’s ore purchase costs are subject to variability to maintain its profitability contribution to the Company. The remainder of the change is due to increased labour costs, mine and plant maintenance costs, mine contractor fee and ore and concentrate purchase costs at other sites, offset partially by a reduction in other costs that were the result of various restructuring and production optimization initiatives in Bolivia and Mexico mines.

Depreciation, depletion and amortization for the quarter ended December 31, 2024, was $3,863, a decrease of $4,035 compared with Q4 2023, which was mainly attributable to updating the reserves and resources which resulted in less depreciation expense determined by the units of production depreciation method. Additionally, less depreciation expense was recorded because of the $22,632 impairment charge recognized in 2023.

Gross profit for the quarter ended December 31, 2024, was $25,250, an increase of $40,635 compared with Q4 2023, due to the variances described above.

General and administrative expenses for the quarter ended December 31, 2024, were $6,095, an increase of $1,425 compared to Q4 2023, which was primarily due to a decrease in corporate administration and salaries and benefits as a result of continuing cost improvement initiatives.

Finance costs for the quarter ended December 31, 2024, were $528, a decrease of $327 compared to Q4 2023, which was mainly attributed to a decrease in interest expense.

Foreign exchange gain for the quarter ended December 31, 2024, was $11,196 having increased by $8,817 from $2,379 in Q4 2023. The quarter’s gain is primarily from a $18,747 gain from the Bolivian operations and an offsetting loss of $4,277 from Mexico’s operations. As Bolivia is experiencing a US dollar shortage, the Bolivian financial institutions are paying a higher BOL/USD rate than the official rate of 6.96 BOL/USD to import USD into Bolivia. The gain from the depreciation of the Boliviano was partially offset by losses from the depreciation of the Mexican Peso against the USD from Q4 2024 to Q4 2023.

Years ended December 31, 2024, 2023 and 2022

Revenues for the year ended December 31, 2024, were $282,987, an increase of $31,731 compared with the year ended December 31, 2023. The increase is driven primarily by an increase in the average realized price per ounce of silver equivalent ounce sold from $22.90 in 2023 to $28.74 in 2024.

Cost of sales for the year ended December 31, 2024, was $206,055, an increase of $6,623 compared with the year ended December 31, 2023. The 3% increase is in line with the 4% increase in tonnes processed year over year. The increased production levels caused increases in mine and plant maintenance costs and ore and concentrate purchase costs that were partially offset by a reduction in insurance, energy and other costs that were the result of various restructuring and production optimization initiatives in Bolivia and Mexico mines.

Depreciation, depletion and amortization for the year ended December 31, 2024, was $19,706, a decrease of $6,253 compared with the year ended December 31, 2023, which was mainly attributable to updated reserves and resources resulting in less depreciation expense determined by the units of production depreciation method. The decrease is further attributed to a lower depreciable cost basis as a result of the Bolivar and Porco impairments recognized at the end of 2023.

Gross profit for the year ended December 31, 2024, was $57,226, an increase of $53,993 compared with the year December 31, 2023. The increase in 2024 arose primarily from increased revenues and no requirement to record an impairment charge.

General and administrative expenses for the year ended December 31, 2024, was $24,307, a decrease of $1,981 compared to the year ended December 31, 2023, which was mainly attributable to reductions in administration costs and professional fees.

Gain on adjustment to consideration payable for the year ended December 31, 2024, was $133,255 compared to a gain of $933 in the year ended December 31, 2023. On March 18, 2022, the Company acquired 100% ownership of Sinchi Wayra and Illapa (the “Acquisition”) from Glencore plc (“Glencore”) under the terms and conditions outlined in the Share Purchase Agreement (“SPA”).

On May 10, 2023, the Company signed amendments to the SPA (“Amended SPA”) that impacted the timing of the repayments of the deferred cash consideration and timing of payment of certain VAT amounts collected by the Company which generated a gain on adjustment to consideration payable of $933 in the year-ended December 31, 2023.

On March 28, 2024, the Company entered into a binding term sheet (the “Term Sheet”) with Glencore to amend the SPA, Amended SPA and certain transaction documents in connection with the Acquisition. Consideration payable was adjusted for the terms and conditions outlined in the Term Sheet in the first quarter of 2024 which generated a gain on adjustment to consideration payable of $133,255 in the year-ended December 31, 2023.

Finance costs for the year ended December 31, 2024, were $18,232, an increase of $13,399 compared to the year ended December 31, 2023. The increase was mainly due to a $13,471 loss on change in fair value of consideration payable that was recorded in the current period following the negotiation of the Term Sheet. This was partially offset by a reduction in accretion of consideration payable that had previously been recorded in accordance with the Amended SPA.

Foreign exchange gain (loss) for the year ended December 31, 2024, was $44,199 compared to $6,727 in the year ended December 31, 2023. The increase of $37,472 is mainly due to a $45,822 gain from Bolivian operations and an offsetting loss of $2,521 from Mexico’s operations in the current year. The gain in Bolivia is caused by a US dollar shortage in Bolivia, the Bolivian financial institutions are paying a higher BOL/USD rate than the official rate of 6.96 BOL/USD to import USD into Bolivia. The gain from the depreciation of the Boliviano was partially offset by losses from the depreciation of the Mexican Peso against the USD from Q4 2024 to Q4 2023.

Marketable securities loss of $2,054 in the year ended December 31, 2023 arose due to the Company selling substantially all of its marketable securities in the second half of 2023.

Summary of Quarterly Results

The following table presents selected financial information for each of the most recent eight quarters:

The Company’s quarterly results vary based on the silver equivalent ounces sold per period together with the average realized silver price for the period. In Q1 2024 the Company recorded a one-time gain on adjustment to consideration payable of $133,255 after entering into the Term Sheet with Glencore.

Liquidity, Capital Resources and Contractual Obligations

Liquidity

For the year ended December 31, 2024, the Company had cash and cash equivalents of $35,721 (2023 - $4,947). The Company’s cash and cash equivalents are not exposed to liquidity risk and there is no restriction on the ability of the Company to use these funds to meet its obligations.

For the year ended December 31, 2024, the Company reported net income of $164,484 (2023 - net loss of $11,008). As at December 31, 2024, the Company had working capital of $46,296 (2023 - working capital deficiency of $44,687).

The Company has a consideration payable balance outstanding for the acquisition of the Sinchiwayra and Illapa operations which occurred in 2022. The consideration payable consists of a base purchase price obligation and contingent value rights (“CVR”) obligation.

The base purchase price obligation consists of the Company paying up to $80,000 in cash to Glencore in eight equal annual instalments of $10,000 each (the “Base Purchase Price” or “BPP”) with the first payment being made on or before November 1, 2025. The Company can exercise an option to accelerate the payment of the outstanding balance of the Base Purchase Price in full at any time. Such prepayment amount will be $40,000 if exercised prior to November 1, 2025 and shall decrease by $2,000 for each annual instalment of $10,000 that has been paid by the Company (the “Acceleration Option”).

On March 20th 2025, the Company made a $10,000 payment to Glencore as part of a plan to exercise the acceleration option to satisfy the base purchase price obligation owed to Glencore for the purchase of the Sinchiwayra and Illapa operations. An additional payment of $7,500 was made in May 2025 and the Company will continue to make bi-monthly payments of $7,500 commencing in May 2025 until reaching a total of $40,000 at which point the acceleration option will have been exercised and the base purchase price obligation of $80,000 will be extinguished by exercising the acceleration option.

The CVR has not resulted in any payments to date because the price of zinc has not reached the levels that would trigger a payment (greater than $3,850 per tonne).

At December 31, 2024, the Company has non-current loans payable of $3,137 (2023 - $748), and non-current consideration payable to Glencore of $34,783 (2023 - $113,351). In addition, the Company has an accumulated deficit of $16,007 (2023 - $180,491) and shareholders’ equity of $131,347 (2023 - deficiency of $33,778).

The Company’s cash flows from operating, investing, and financing activities during the year ended December 31, 2024, are summarized as follows:

Cash generated by operating activities of $54,432, primarily due to:

Cash used by investing activities of $20,922, primarily related to:

Cash used by financing activities of $2,546, primarily consists of:

Capital Resources

The Company’s objective when managing capital is to maintain financial flexibility to continue as a going concern while optimizing growth and maximizing returns of investments from shareholders.

The Company monitors its capital structure and based on changes in operations and economic conditions, may from time to time adjust the structure by repurchasing shares, issuing new shares, issuing new debt or retiring existing debt. The Company prepares an annual budget and quarterly forecasts to facilitate the management of its capital requirements. The annual budget is approved by the Company’s Board of Directors.

The Company is not subject to any externally imposed capital requirements with the exception of compliance with covenants for the Trafigura Loan Facility. The Company is fully compliant with all financial covenants stipulated in the agreement; however, it did not meet the requirement to deliver its annual financial statements by April 30, 2024, due to delays in the issuance of the audited reports. Trafigura has granted a formal waiver, confirming that the delayed submission of the financial statements does not constitute a breach of covenants.

Off-balance Sheet Arrangements

The Company has not entered into any material off-balance sheet arrangement such as guarantee contracts, contingent interests in assets transferred to unconsolidated entities or derivative financial obligations.

Transactions with Related Parties

During the three and twelve months ended December 31, 2024 and 2023, the Company incurred the following charges for directors, officers, and other members of key management of the Company, as well as for companies controlled by directors and officers of the Company:

Of the $1,818 in management and consulting fees incurred with related parties during the three months ended December 31, 2024, $100 (2023 - $75) was related to directors’ fees and $1,718 (2023 - $1,580) was related to management fees.

As at December 31, 2024, directors and officers or their related companies were owed $73 (December 31, 2023 - $27) in respect of the services rendered. These are non-interest bearing with standard payment terms.

Key management includes directors of the Company, the CEO, the CFO, the Executive Chairman, and other members of key management. Other than the amounts disclosed above, there was no other compensation paid or payable to key management for employee services for the reported periods.

Subsequent Events

On March 20, 2025 the Company paid Glencore $10,000 and an additional payment of $7,500 was made on May 6, 2025, these are the part of a series of payments to be made to repay $40,000 prior to November 1, 2025 in order to exercise the accelerated payment option. Refer to note 10(a) in the annual audited consolidated financial statements for more information.

On February 27th, 2025 the Company completed an offering of $70,000 BOB ($10,057 USD) in promissory notes under its San Lucas Promissory Notes Issuance program. The San Lucas Promissory Notes Issuance program allows the Company to issue up to $140,000 BOB ($20,115 USD) in the Bolivian Stock market (Bolsa Boliviana de Valores). The notes are denominated in Bolivian Bolivianos and have a 6.25% interest rate and a maturity date of February 27th, 2026 and are unsecured. Refer to note 11(e) in the annual audited consolidated financial statements for more information.

With regards to the uncertain tax position related to the Illapa tax matter, on January 7, 2025 the Supreme Court of Justice ruled in favor of the Company by issuing sentence 188/2025 which nullified the previous rulings in favor of the tax authority and requires the Tax authority issue a new assessment that is legally compliant, at that point management will determine whether or not to accept the new assessment or could challenge it again. Management expects that the tax authority will exercise its right to appeal the decision within six months of the sentence. An appeal of the sentence would not affect management’s current legal assessment which believes that it is probable that the current tax treatments will be accepted. Accordingly, the Company believes there is no current tax liability and has not recognized an expense related to this matter as at December 31, 2024. Refer to note 18(c) in the annual audited consolidated financial statements for more information.

Material Accounting Estimates and Judgments

Refer to Note 4 of the 2024 annual audited consolidated financial statements for a detailed discussion.

Accounting Policies Including Changes in Accounting Policies and Initial Adoption

Refer to Note 3 of the 2024 annual audited consolidated financial statements for a detailed discussion.

Financial Instruments and Other Instruments

The categories of the fair value hierarchy that reflect the inputs to valuation techniques used to measure fair value are as follows:

Trade receivables are measured at fair value using Level 2 inputs. The fair value of trade receivables is measured based on inputs other than quoted prices for the underlying commodity prices (silver, lead, zinc, copper) to which the receivable relates as the trade receivables are provisionally priced at the time of sale.

The carrying values of cash and cash equivalents, other receivables, and trade payables and accrued liabilities approximate their fair values because of their short-term nature.

The fair value of the loans payable for disclosure purposes is determined using discounted cash flows based on the expected amounts and timing of future cash flows discounted using a market rate of interest adjusted for appropriate credit risk.

Financial instruments and other instruments (continued)

The levels in the fair value hierarchy into which the Company’s financial assets and liabilities that are measured and recognized on the consolidated statements of financial position at fair value on a recurring basis were categorized as follows:

The majority of the Company’s trade receivables arose from provisional concentrate sales and are valued using quoted market prices based on the forward London Metal Exchange for silver, zinc and lead and the London Bullion Market Association P.M. fix for silver.

The methodology and assessment of inputs for determining the fair value of financial assets and liabilities as well as the levels of hierarchy for the Company’s financial assets and liabilities measured at fair value remains unchanged from that as at December 31, 2023.

The Company has exposure to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives for growth and shareholder returns. The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework and reviews the Company’s policies on an ongoing basis.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s trade receivables.

The Company has concentrate contracts to sell the zinc and lead concentrates produced by all of the Company’s mines and the San Lucas trading business. Concentrate contracts are a common business practice in the mining industry. The terms of the concentrate contracts may require the Company to deliver concentrate that has a value greater than the payment received at the time of delivery, thereby introducing the Company to credit risk of the buyers of concentrates. Should any of these counterparties not honour purchase arrangements, or should any of them become insolvent, the Company may incur losses for products already shipped and be forced to sell its concentrates on the spot market or it may not have a market for its concentrates and therefore its future operating results may be materially adversely impacted. At December 31, 2024, the Company had receivable balances associated with buyers of its concentrates of $17,402 (December 31, 2023 - $9,836). The Company’s concentrate is sold to well-known concentrate buyers.

The following financial assets represent the maximum credit risk to the Company:

Financial instruments and other instruments (continued)

Management constantly monitors and assesses the credit risk resulting from its concentrate sales, trading counterparties and customers. With the exception to the above, the Company believes it is not exposed to significant credit risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages its liquidity risk by continuously monitoring forecasted and actual cash flows. The Company has in place a rigorous planning and budgeting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis and its expansion plans. The Company strives to maintain sufficient liquidity to meet its short-term business requirements, taking into account its anticipated cash flows from operations, its holdings of cash and short-term investments, and its committed loan facilities.

In the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. The following tables summarize the remaining contractual maturities of the Company’s financial liabilities and operating and capital commitments on an undiscounted basis:

⁽¹⁾ The Base Purchase Price, as disclosed in Note 10(a), includes an acceleration option that enables the Company to repay less than the contractually committed amounts as presented in the table above. The Company continues to monitor its liquidity position and will determine prior to November 1, 2025 whether it will exercise the first acceleration option available to the Company.

Currency risk

The Company reports its financial statements in USD; however, the Company operates in jurisdictions that utilize other currencies. As a consequence, the financial results of the Company’s operations as reported in USD are subject to changes in the value of the USD relative to local currencies. Since the Company’s sales are denominated in USD and a portion of the Company’s operating costs and capital spending are in local currencies, the Company is negatively impacted by strengthening local currencies relative to the USD and positively impacted by the inverse.

The sensitivity of the Company’s net income to changes in the exchange rate between the US dollar and the Bolivian boliviano, the US dollar and the Mexican peso and the US dollar and the Canadian dollar, respectively, would be as follows: a 1% change in the US dollar exchange rate relative to the Bolivian boliviano would change the Company’s net income by approximately $506, a 1% change in the US dollar exchange rate relative to the Mexican peso would change the Company’s net income by approximately $103, and a 1% change in the US dollar exchange rate relative to the Canadian dollar would change the Company’s net income by approximately $(35).

Financial instruments and other instruments (continued)

The Company’s financial assets and liabilities as at December 31, 2024 are denominated in Canadian dollars, US dollars, Bolivian bolivianos and Mexican pesos and translated to US dollars as follows:

Interest rate risk

Interest rate risk is the risk that the fair values and future cash flows of the Company will fluctuate because of changes in market interest rates. The Company monitors its exposure to interest rates and has not entered into any derivative contracts to manage this risk. As at December 31, 2024, the Company’s exposure to interest rate risk on interest bearing liabilities is limited to its consideration payable, debt facilities and lease liabilities. Based on the Company’s interest rate exposure at December 31, 2024, a change of 1% increase or decrease of market interest rate would impact the Company’s income or loss by approximately $202.

Price risk

Metal price risk is the risk that changes in metal prices will affect the Company’s income or the value of its related financial instruments. The Company derives its revenue from the sale of silver, zinc, lead and copper. The Company’s sales are directly dependent on metal prices that have shown significant volatility and are beyond the Company’s control. Consistent with the Company’s mission to provide equity investors with exposure to changes in precious metal prices, the Company’s current policy is to not hedge the price of precious metal.

Outstanding Share Data

As at the date of this report, the Company has 355,855,538 common shares issued and outstanding, 14,300,000 common shares issuable under stock options, 825,000 common shares issuable under restricted share units, 1,000,000 common shares issuable under performance share units, 675,000 common shares issuable under deferred share units.

Internal Controls over Financial Reporting and Disclosure Controls and Procedures

The Company has disclosure controls and procedures in place to provide reasonable assurance that any information required to be disclosed by the Company under securities legislation is recorded, processed, summarized and reported within the applicable time periods and that required information is gathered and communicated to the Company’s management so that decisions can be made about the timely disclosure of that information.

The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting. Any system of internal controls over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Internal controls over financial reporting and disclosure controls and procedures (continued)

The restatements of prior period financial statements reflect the company’s efforts to ensure the accuracy of its financial reporting. These restatements resulted from identified deficiencies in internal controls over financial reporting. In response, the company has undertaken measures to strengthen its internal control environment, including the hiring of additional staff at its corporate location, improvements to the process of the preparation of the consolidated financial statements and haven taken actions to improve the coordination between the Corporate accounting function and the site accounting teams and continues to monitor and improve its controls to prevent similar issues in the future. The company remains committed to maintaining effective internal controls and transparency in its financial disclosures.

The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, the Company’s management cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgements in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any control system is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost- effective control system, misstatements due to error or fraud may occur and not be detected.

Non-GAAP Measures

The Company has included certain non-GAAP performance measures throughout this MD&A, including Cash Cost per Silver Equivalent Ounce Sold, Cash Cost of Production per Tonne, All-in Sustaining Cash Cost (“AISC”) per Silver Equivalent Ounce Sold, Average Realized Price per Ounce of Silver Equivalent Sold, and Adjusted EBITDA each as defined in this section.

These performance measures are employed by the Company to measure its operating and financial performance internally, to assist in business decision-making, and provide key performance information to senior management. The Company believes that, in addition to conventional measures prepared in accordance with International Financial Reporting Standards (“IFRS® Accounting Standards”), as issued by the International Accounting Standards Board (“IASB”), certain investors and other stakeholders also use these non-GAAP measures as information to evaluate the Company’s operating and financial performance. As there are no standardized methods of calculating these non-GAAP measures, the Company’s methods may differ from those used by others and, accordingly, the Company’s use of these measures may not be directly comparable to similarly titled measures used by others. Accordingly, these non-GAAP measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

Cash Cost per Silver Equivalent Ounce Sold, All-in Sustaining Cash Cost (“AISC”) per Silver Equivalent Ounce Sold, and Cash Cost of Production per Tonne

The non-GAAP measures of cash cost per silver equivalent ounce sold and cash cost of production per tonne are used by the Company to manage and evaluate operating performance at respective mining operations and are widely reported in the silver mining industry as benchmarks for performance, but do not have a standardized meaning. Cash costs are calculated based on the cash operating costs at the respective mining operations and, in the case of cash cost per silver equivalent ounce sold, also include the third party concentrate treatment, smelting and refining cost.

Non-GAAP Measures (continued)

Management of the Company believes that the Company’s ability to control the cash cost per silver equivalent ounce produced and cash cost of production per tonne are two of its key performance drivers impacting both the Company’s financial condition and results of operations. Having a low cash cost of production per tonne, when taken in connection with effective management of mining dilution, will improve the cash cost per silver equivalent ounce produced. Having a low-cost base per silver equivalent ounce of production allows the Company to continue operating during times of declining commodity prices and provides more flexibility in responding to changing market conditions. In addition, low-cost operations offer a better opportunity to generate positive cash-flows, which improves the Company’s financial condition.

The Company believes these measures provide investors and analysts with useful information about the Company’s underlying cash costs of operations and are relevant metrics used to understand the Company’s operating profitability and ability to generate cash-flow.

To facilitate a better understanding of these measures as calculated by the Company, the following table provides a detailed reconciliation between the cash cost of production per tonne, cash cost per silver equivalent ounce sold, and the Company’s operating expenses as reported in the Company’s consolidated statements of income (loss) and comprehensive income (loss) contained in the respective financial statements for the referenced periods.

AISC is a non-GAAP measure and was calculated based on guidance provided by the World Gold Council (“WGC”) in September 2013. WGC is not a regulatory industry organization and does not have the authority to develop accounting standards for disclosure requirements. Other mining companies may calculate AISC differently as a result of differences in underlying accounting principles and policies applied, as well as differences in definitions of sustaining versus development capital expenditures.

AISC is a more comprehensive measure than cash cost per ounce for the Company’s operating performance by providing greater visibility, comparability and representation of the total costs associated with producing silver from its mining operations.

The Company defines sustaining capital expenditures as, “costs incurred to sustain and maintain existing assets at current productive capacity and constant planned levels of productive output without resulting in an increase in the life of assets, future earnings, or improvements in recovery or grade. Sustaining capital includes costs required to improve/enhance assets to minimum standards for reliability, environmental or safety requirements.”

Consolidated AISC includes total production cash costs incurred at the Company’s mining operations, which forms the basis of the Company’s total cash costs. Additionally, the Company includes sustaining capital expenditures, corporate general and administrative expense, sustaining share-based payments (if any), and reclamation cost accretion. AISC for Bolivia Consolidated and Zimapan do not include certain corporate and non-cash items such as corporate general and administrative expense and sustaining share-based payments.

The Company believes that this measure represents the total sustainable costs of producing silver from current operations and provides the Company and other stakeholders of the Company with additional information of the Company’s operational performance and ability to generate cash flows. As the measure seeks to reflect the full cost of silver production from current operations, new project capital and expansionary capital at current operations are not included. Certain other cash expenditures, including tax payments, dividends and financing costs are also not included.

Non-GAAP Measures (continued)

Cash Cost per Silver Equivalent Ounce Sold, All-in Sustaining Cash Cost (“AISC”) per Silver Equivalent Ounce Sold, and Cash Cost of Production per Tonne

The following tables provide a detailed reconciliation of these measures to our operating expenses, as reported in our annual audited consolidated financial statements.