圣克鲁斯银业有限公司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, 2025Commission File Number 001-43051 Santacruz Silver Mining Ltd. (Exact name of Registrant as specified in its charter) British Columbia, Canada(Province or other jurisdiction of incorporation or organization) 1040(Primary Standard Industrial Classification Code Number (if applicable)) Not Applicable(I.R.S. Employer Identification Number (if applicable)) 480 – 1140 West Pender StreetVancouver, British ColumbiaCanada V6E 4G1 Puglisi & Associates850 Library Avenue, Suite 204Newark, Delaware 19711(302) 738-6680(Name, address (including zip code) and telephone number (including area code)of agent for service in the United States) Copies of all communications, including communications sent to agent for service, should be sent to: Rick A. Werner, Esq.Alla Digilova, Esq.Haynes and Boone, LLP30 Rockefeller Plaza, 26th FloorNew York, New York 10112 Nasdaq Capital Market Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period 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 been 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 the 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 standards† † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board toits Accounting Standards Codification after April 5, 2012. 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 registered If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant 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).☐ EXPLANATORY NOTE Santacruz Silver Mining Ltd. (the “Company” or the “Registrant”) is a Canadian public company whose common shares are listed onthe TSX Venture Exchange, the Frankfurt Stock Exchange, and the Nasdaq Capital Market. The Company is eligible to file its annualreport pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F (this “AnnualReport”) pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” asdefined by Rule 3b-4 under the Exchange Act. The equity securities of the Company are accordingly exempt from Sections 14(a), FORWARD-LOOKING STATEMENTS This Annual Report and the exhibits attached hereto may contain certain forward-looking information and statements, includingstatements relating to matters that are not historical facts and statements of the Company’s beliefs, intentions and expectations aboutdevelopments, results and events which will or may occur in the future, including “forward-looking statements” within the meaning ofthe “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, as amended, and within the Without limitation, these statements relate to the expectations of management about future events, results of operations and theCompany’s future performance (both operational and financial) and business prospects. All statements other than statements ofhistorical fact are forward-looking statements. The use of any of the words “anticipate,” “plan,” “contemplate,” “continue,” “estimate,”“expect,” “intend,” “propose,” “might,” “may,” “will,” “shall,” “project,” “should,” “could,” “would,” “believe,” “predict,” “forecast,”“target,” “aim,” “pursue,” “potential,” “objective” and “capable” and the negative of these term