Aris Mining Corp 2025年度报告

FORM 40-F (Check One) ☐Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 or ☒Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2025 Commission File Number 001-41794 ARIS MINING CORPORATION (Exact name of registrant as specified in its charter) 1040(Primary Standard IndustrialClassification Code) N/A(I.R.S. EmployerIdentification No.) British Columbia, Canada(Province or Other Jurisdiction ofIncorporation or Organization) Suite 2400 - 1021 West Hastings St.,Vancouver, BC, CanadaV6E 0C3 (604) 417-2574(Address and telephone number of registrant’s principal executive offices) CT Corporation28 Liberty StreetNew York, New York 10005(212) 894-8940(Name, address (including zip code) and telephone number (including area code)of agent for service in the United States) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report: 205,532,283 Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Actduring the preceding 12 months (or for such shorter period that the Registrant was required to file such reports); and (2) has beensubject to such filing requirements for the past 90 days. ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). ☒Yes☐No Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). FORWARD LOOKING STATEMENTS Certain statements in this annual report on Form 40-F of Aris Mining Corporation (“the Company” or “Aris Mining”) constituteforward-looking information. Often, but not always, forward-looking statements use words or phrases such as: “anticipate”, “believe”,“continue”, “estimate”, “expect”, “future”, “goal”, “guidance”, “intend”, “likely”, “objective”, “opportunity”, “plan”, “possible”,“potential”, “probable”, “project”, “target” or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” betaken, occur or be achieved. Such forward-looking statements, include but are not limited to statements with respect to localenvironmental and regulatory requirements and delays in obtaining required environmental and other licenses, changes in national andlocal government legislation, taxation, controls, regulations and political or economic developments, uncertainties and hazardsassociated with gold exploration, development and mining, risks associated with tailings and water management, risks associated withcosts, supply chain disruptions, and financial risks due to changes in tariffs, trade policies, international trade disputes, or regulatoryshifts, risks associated with operating in foreign jurisdictions, risks associated with capital and operating cost estimates, dependence ofoperations on construction and maintenance of adequate infrastructure, fluctuations in foreign exchange or interest rates and stockmarket volatility, operational and technical problems, the ability to maintain good relations with employees and labour unions,competition; reliance on key personnel, litigation risks, competition for capital and the acquisition of mining properties andundeveloped lands, uncertainties relating to title to property and mineral resource and mineral reserve estimates, risks associated withacquisitions and integration, risks associated with the Company’s ability to meet its financial