Sinda Ltd.

08/14/2026 | Press release | Distributed by Public on 08/14/2026 09:21

Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.
The discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, our audited consolidated financial statements and the related notes and the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our final prospectus filed with the Securities and Exchange Commission (the "SEC") on June 29, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, in connection with our initial public offering (the "IPO"), and our subsequent filings with the SEC. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in Part II, Item 1A. "Risk Factors" and under "Cautionary Statement Regarding Forward-Looking Statements." Our historical results are not necessarily indicative of the results to be expected for any period in the future, and results for any interim period should not be construed as an inference of what our results would be for any full year or future period.
Company Overview
Sinda Ltd. (the "Company" or "Sinda") is an exploration-stage company formed to acquire, explore and develop mineral concessions in Mexico, where substantially all of its assets are located and where substantially all of its operations occur. Through SNDA Exploración, S. de R.L. de C.V. ("SNDA Exploracion"), the Company holds, or has exploration and exploitation rights on, five contiguous mining concessions covering a large-scale, high-grade, silver-gold greenfield discovery located in the historic Guanajuato epithermal silver belt of Mexico (the "Sinda Property" or the "Project") that the Company believes has the potential to be a globally significant mining operation. According to the Sinda Technical Report Summary and the addendum thereto included as Exhibit 96.1 and Exhibit 96.2 of our Registration Statement on Form S-1/A (File No. 333-296567), filed with the SEC on June 24, 2026 (the "IPO Registration Statement"), as of November 24, 2025, the Project boasts an estimated 369 million silver-equivalent ounces of inferred mineral resources and approximately 16 million silver-equivalent ounces of indicated mineral resources, placing it among the top notable underground primary silver assets in Latin America. The Mineral Resource estimate for the Project is based on an estimated average resource grade of 386 silver-equivalent grams per tonne of mineralized material for Inferred Mineral Resources and 692 silver-equivalent grams per tonne of mineralized material for Indicated Mineral Resources.
Second Quarter Highlights
Initial Public Offering and Concurrent Placement
On June 29, 2026 the Company completed its initial public offering of 17,750,000 shares of common stock at a public offering price of $12.00 per share. Net proceeds to the Company were $192.9 million after deducting underwriting discounts and commissions and other offering costs.

In connection with the IPO, the Company granted to the underwriters of the IPO an option to purchase a maximum of 2,662,500 additional shares of common stock from the Company to cover over-allotments (the "Overallotment Option"). On July 14, 2026, the underwriters of the IPO exercised this option in part, and on July 15, 2026, the Company issued and sold 1,915,328 shares of common stock resulting in net proceeds to the Company of $21.4 million.
In connection with the IPO, the Company entered into a Common Stock Purchase Agreement, dated June 22, 2026, with Fresnillo plc ("Fresnillo"), pursuant to which the Company agreed to sell and issue, and Fresnillo agreed to purchase from the Company a number of shares of the Company's common stock such that Fresnillo would beneficially own up to 5.0% of the Company's issued and outstanding shares of common stock at the time of issuance (the "Concurrent Placement"). The closing of the Concurrent Placement took place on July 27, 2026, with Fresnillo purchasing 7,939,544 shares of common stock for net proceeds of approximately $95.0 million.
The Company intends to use the proceeds from the IPO and Concurrent Placement for surface exploration and infill drilling, underground exploration and infill drilling and associated underground development, to be carried out in parallel with engineering and technical studies, including potential economic assessments such as an Initial Assessment and Pre-Feasibility Study in accordance with S-K 1300, as well as for general corporate purposes.
Redomiciliation
We were incorporated as an exempted company in the Cayman Islands. On June 23, 2026, in preparation for the IPO, we de-registered in the Cayman Islands and registered by way of continuation in the State of Delaware by filing a Certificate of Domestication to incorporate in the State of Delaware under the name "Sinda Ltd."
Exploration Update
We concluded our Phase 1 drilling program at the end of June 2026. In total, we drilled 60,810 meters mainly focusing on infill drilling in the Caracol area, exploration drilling in the Don Diego area, as well as geotechnical drilling to support engineering studies.
The Company also undertook a request for proposals process for the construction of a decline for underground drilling at the Caracol area. We received proposals at the end of June 2026 and expect to engage the selected contractor during the second half of 2026.

Components of Results of Operations
Exploration Expenses
We conduct exploration activities under mining concessions in Mexico. Our exploration expenses primarily consist of drilling costs, assay costs and other geological and support costs at the Sinda Property.
General and Administrative Expenses
Our general and administrative expenses consist of salaries and benefits, share-based compensation, professional and consultant fees, management costs, expenses with related parties, insurance and other general administration costs. Our general and administrative expenses are expected to increase significantly as we operate as a public company. We expect higher costs related to salaries, benefits, share-based compensation, legal fees, compliance and corporate governance, accounting and audit expenses, stock exchange listing fees, transfer agent and other stockholder-related fees, directors' and officers' and other insurance costs, and other administrative costs.
Income Taxes
Income taxes consist of estimated income taxes in jurisdictions in which we operate, adjusted for allowable credits, deductions, loss carryforwards, foreign tax credits and the valuation allowance against deferred tax assets. As a result of the redomiciliation, we are required to file and pay taxes in the United States, if due. Our Mexican subsidiaries, SNDA Holding, S. de R.L. de C.V. ("SNDA Holding") and SNDA Exploración, file tax returns in Mexico.
Results of Operations
Three Months Ended June 30, 2026, compared to Three Months Ended June 30, 2025

For the three months ended June 30, 2026, we experienced a net loss of $16.6 million compared to a net loss of $2.2 million for the three months ended June 30, 2025. The $14.4 million increase in net loss was primarily attributable to the following:


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Exploration expenses increased by 855% to $7.7 million for the three months ended June 30, 2026, compared to $0.8 million for the three months ended June 30, 2025, primarily due to an increase in expenses related to our infill and exploration drilling campaign that began in October 2025.


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General and administrative expenses increased by 504% to $9.0 million for the three months ended June 30, 2026, compared to $1.5 million for the three months ended June 30, 2025, primarily due to an increase of $4.1 million for share-based compensation expense, $1.7 million for management personnel costs, and $1.2 million for third-party professional fees. The increase in expenses also reflects generally increased costs as we prepared Sinda to be a publicly listed company.


Six Months Ended June 30, 2026, compared to Six Months Ended June 30, 2025

For the six months ended June 30, 2026, we experienced a net loss of $28.2 million compared to a net loss of $4.8 million for the six months ended June 30, 2025. The $23.4 million increase in net loss was primarily attributable to the following:


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Exploration expenses increased by 861% to $14.3 million for the six months ended June 30, 2026, compared to $1.5 million for the six months ended June 30, 2025, primarily due to an increase in expenses related to our infill and exploration drilling campaign that began in October 2025.


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General and administrative expenses (including expenses with related parties) increased by 352% to $14.1 million for the six months ended June 30, 2026, compared to $3.1 million for the six months ended June 30, 2025, primarily due to an increase of $6.2 million for share-based compensation expense, $2.3 million for management personnel costs, and $1.7 million for third-party professional fees. This increase in expenses also reflects overall increased costs as we prepared Sinda to be a publicly listed company.
Liquidity and Capital Resources
As of June 30, 2026, the Company had cash resources comprising cash and cash equivalents totaling approximately $204.3 million.
In June 2026, the Company completed the IPO, in which it issued and sold 17,750,000 ordinary shares of common stock at a public offering price of $12.00 per share, which resulted in net proceeds of approximately $192.9 million. In July 2026, the underwriters of the IPO exercised in part their Overallotment Option, purchasing 1,915,328 ordinary shares of common stock, which resulted in net proceeds of approximately $21.4 million. In July 2026, the Company also completed the Concurrent Placement, selling and issuing 7,939,544 shares of common stock at $12.00 per share, which resulted in net proceeds of approximately $95.0 million.
The Company believes its currently available resources, including existing cash and cash equivalents, will be sufficient to meet its working capital and capital expenditure needs for at least the next 12 months.
The Company expects it will require additional funds at a later date to support its operations. Depending upon the circumstances, those additional funds may be in the form of equity, various forms of debt, or a combination of debt and equity. There can be no assurance that additional funds will be available to the Company on acceptable terms, or at all.
Cash Flows
Cash increased during the six months ended June 30, 2026, by $193.5 million compared to an increase during the six months ended June 30, 2025, of $1.0 million. The sources and uses of cash for the periods are described below.
Operating Activities
Net cash used in operating activities was $19.4 million for the six months ended June 30, 2026, as compared to $5.2 million for the six months ended June 30, 2025 with the increase in 2026 being primarily the result of higher exploration costs for the drilling campaign that began in October 2025 and higher management and professional service costs.

Investing Activities
Net cash used in investing activities was $0.1 million for the six months ended June 30, 2026, as compared to $0.0 million for the six months ended June 30, 2025. The increase was primarily driven by an increase in fixed asset purchases during the six months ended June 30, 2026.
Financing Activities
Net cash provided by financing activities was $213.0 million for the six months ended June 30, 2026, as compared to $6.3 million for the six months ended June 30, 2025. The $206.8 million increase was primarily driven by the net proceeds of approximately $198.1 million from the IPO after deducting underwriter fees and proceeds of $14.9 million for the private placement completed during the first quarter of 2026, compared to $6.3 million in proceeds from convertible long-term debt received in the six months ended June 30, 2025.
Contractual Obligations and Commitments
There have been no material changes outside the ordinary course of our business to the table of contractual obligations as of December 31, 2025, as set forth in the IPO Registration Statement.
Off Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
Critical Accounting Estimates
Listed below are the accounting policies that we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved and the magnitude of the asset, liability or expense that is being reported.
Income Taxes
We recognize the expected future tax benefit from deferred tax assets when the tax benefit is considered to be more likely than not of being realized. Assessing the recoverability of deferred tax assets requires management to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecasted cash flows and the application of existing tax laws in Mexico. To the extent that future cash flows and taxable income differ significantly from estimates, our ability to realize deferred tax assets recorded at the balance sheet date could be impacted. Additionally, future changes in tax laws in the jurisdictions in which we operate could limit our ability to obtain the future tax benefits represented by our deferred tax assets recorded at the reporting date.

Our properties involve dealing with uncertainties and judgments in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state and foreign tax audits. We recognize potential liabilities and record tax liabilities for anticipated tax audit issues, if any, in the United States and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. We adjust these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If an estimate of tax liabilities proves to be greater than the ultimate assessment, a tax benefit would result. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense.
VAT Receivable
In Mexico, value added taxes ("VAT") are charged on purchases of materials and services and sales of products. Businesses are generally entitled to recover the VAT they have paid related to purchases of materials and services, either as a refund or as a credit against future VAT payable. Likewise, businesses collect VAT from their customers as they sell a product or service.
Amounts recognized as VAT receivable in our audited consolidated financial statements represent the net estimated VAT tax receivable. Even though we are entitled to recover the VAT receivable under current tax law, there are risks that the laws and regulations may change in the future which could decrease the amount collectable or increase the costs to collect. The risk is also related to the tax authority's interpretations that could result in the non-refund of VAT (materiality considerations).
The VAT refund process in Mexico requires a significant amount of information and follow-up with the tax authorities; the timing of collection of VAT receivables is uncertain. The allowance for uncollectible VAT receivable balance amounts to $6.9 million as of June 30, 2026. This estimate is based on the VAT amounts that were initially denied by the tax authority for the years 2015 through 2021. We continue to estimate, based on historical patterns, that the tax authority will continue rejecting a percentage of our refund requests.
Jumpstart Our Business Startups Act of 2012
The JOBS Act permits us, as an "emerging growth company," to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies that are not emerging growth companies.
Sinda Ltd. published this content on August 14, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 14, 2026 at 15:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]