SEC Form SC 13G filed by Collective Mining Ltd.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. _)*

Collective Mining Ltd.

(Name of Issuer)

Common Shares without par value

(Title of Class of Securities)

19425C

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d–1(b)

¨ Rule 13d–1(c)

x Rule 13d–1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes common shares issuable upon the exercise of certain warrants to purchase 2,250,000 common shares that are held by the Reporting Person. See Item 4(a) below.

(2) See Item 4(b) below.

Collective Mining Ltd. (“Issuer”)

82 Richmond Street East, 4th Floor, Toronto, Ontario, Canada, M5C 1P1

Agnico Eagle Mines Limited (the “Reporting Person”)

145 King Street East, Suite 400, Toronto, Ontario, Canada, M5C 2Y7

See Row 4 of the cover pages for the citizenship or place of organization of the Reporting Person

Common shares without par value

The CUSIP number of the common shares is 19425C

Not Applicable.

(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);

(e) ¨ An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);

(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);

(g) ¨ A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);

(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);

(j) ¨ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k) ¨ Group, in accordance with §240.13d–1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:

The information set forth in Rows 5 through 11 on the cover page is hereby incorporated by reference into this Item 4 as set forth below.

(a)            Amount beneficially owned: 7,976,235 as of October 31, 2024

On July 19, 2024, the Issuer registered its common shares under Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended, pursuant to a registration statement on Form 40-F filed by Issuer on July 10, 2024. As of such date, the Reporting Person beneficially owned 4,500,000 common shares of the Issuer and currently exercisable warrants to purchase 2,250,000 common shares of the Issuer. On October 31, 2024, the Reporting Person acquired an additional 1,226,235 common shares of the Issuer. As a result, the Reporting Person currently beneficially owns an aggregate of 7,976,235 common shares of the Issuer.

(b)            Percent of class: 9.99% as of October 31, 2024

The percentage of class is calculated based on 79,842,208 common shares deemed issued and outstanding as of October 31, 2024 (including 2,250,000 common shares issuable upon the exercise of certain warrants that are held by the Reporting Person), being the sum of (i) 68,315,973 common shares issued and outstanding as of October 28, 2024, as disclosed by the Issuer in its prospectus supplement, dated October 28, 2024, attached as Exhibit 99.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K furnished by Issuer on October 30, 2024, (ii) 9,276,235 common shares issued by the Issuer on October 31, 2024, as disclosed by the Issuer in its material change report, dated October 31, 2024, attached as Exhibit 99.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K furnished by Issuer on November 1, 2024, and (iii) 2,250,000 common shares issuable upon the exercise of certain warrants that are held by the Reporting Person

(c)            Number of shares as to which the person has:

(i)            Sole power to vote or to direct the vote: 7,976,235

(ii)            Shared power to vote or to direct the vote: 0

(iii)           Sole power to dispose or to direct the disposition of: 7,976,235

(iv)           Shared power to dispose or to direct the disposition of: 0

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 14, 2024