フォーチュナマイニングの適時開示

March 31,
2025
$

March 31, 2024 $

Current Assets

Current Liabilities

Working Capital

Figures may not add due to rounding

6-K 1 tmb-20250507x6k.htm 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR

15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2025

Commission File Number 001-35297

Fortuna Mining Corp.

(Translation of registrant’s name into English)

1111 Melville Street, Suite 820, Vancouver, British Columbia, Canada V6E 3V6

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

FORM 20-F ¨FORM 40-F þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation

S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation

S-T Rule 101(b)(7): ¨

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 7, 2025

Fortuna Mining Corp.

(Registrant)

By: /s/ "Jorge Ganoza Durant"

Jorge Ganoza Durant

President and CEO

Exhibits:


99.1		Interim Financial Statements for the period ended March 31, 2025
99.2		Management’s Discussion and Analysis for the period ended March 31, 2025
99.3		CEO Certification
99.4		CFO Certification
99.5		News release dated May 7, 2025

EX-99.1 2 tmb-20250507xex99d1.htm EX-99.1

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended

March 31, 2025 and 2024

(UNAUDITED)

Fortuna Mining Corp.

Condensed Interim Consolidated Statements of Income

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)


		Three months ended March 31,
	Note	2025 $	2024 (1) $
Sales	18	290,145	200,905
Cost of sales	19	174,271	131,316
Mine operating income		115,874	69,589

General and administration	20	25,296	16,772
Foreign exchange (gain) loss		(2,063)	3,961
Other expenses		778	531
		24,011	21,264

Operating income		91,863	48,325

Investment gains	4	1,319	2,648
Interest and finance costs, net	21	(3,028)	(6,023)
Gain on derivatives		53	-
		(1,656)	(3,375)

Income before income taxes		90,207	44,950

Income taxes
Current income tax expense		30,561	16,345
Deferred income tax recovery		(8,328)	(951)
		22,233	15,394
Net income from continuing operations		67,974	29,556

Net loss from discontinued operation, net of tax	22	(3,166)	(489)
Net income		64,808	29,067

Net income attributable to:
Fortuna shareholders		58,503	26,250
Non-controlling interests	26	6,305	2,817
		64,808	29,067

Earnings per share from continuing operations attributable to Fortuna shareholders	17
Basic		0.20	0.09
Diluted		0.20	0.09

Earnings per share attributable to Fortuna shareholders	17
Basic		0.19	0.09
Diluted		0.19	0.09

Weighted average number of common shares outstanding (000's)
Basic		306,614	306,470
Diluted		308,065	308,199

(1)

Comparative information has been restated due to a discontinued operation (Note 22).

The accompanying notes are an integral part of these interim financial statements.

Page | 1

Fortuna Mining Corp.

Condensed Interim Consolidated Statements of Comprehensive Income

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)


		Three months ended March 31,
	Note	2025 $	2024 $
Net income		64,808	29,067

Items that will remain permanently in other comprehensive income (loss):
Changes in fair value of investments in equity securities, net of $nil tax		(51)	28
Items that may in the future be reclassified to profit or loss:
Currency translation adjustment, net of tax (1)		749	(1,154)
Total other comprehensive income (loss)		698	(1,126)
Comprehensive income		65,506	27,941

Comprehensive income attributable to:
Fortuna shareholders		59,201	25,124
Non-controlling interests	26	6,305	2,817
		65,506	27,941

(1)

For the three months ended March 31, 2025, the currency translation adjustment is net of tax recovery of $46 thousand (2024 - expense of $41 thousand).

The accompanying notes are an integral part of these interim financial statements.

Page | 2

Fortuna Mining Corp.

Condensed Interim Consolidated Statements of Financial Position

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)


Balance at	Note	March 31, 2025 $	December 31, 2024 $
ASSETS
CURRENT ASSETS
Cash and cash equivalents		305,048	231,328
Short-term investments		4,355	-
Trade and other receivables	4	95,903	99,984
Inventories	5	135,906	134,496
Other current assets	6	12,419	20,433
Assets held for sale	22	23,764	-
		577,395	486,241
NON-CURRENT ASSETS
Mineral properties and property, plant and equipment	7	1,516,324	1,539,187
Other non-current assets	8	92,841	90,104
Total assets		2,186,560	2,115,532

LIABILITIES
CURRENT LIABILITIES
Trade and other payables	9	146,845	151,642
Income taxes payable		98,187	80,116
Current portion of lease obligations	11	20,534	19,761
Current portion of closure and reclamation provisions	14	353	4,510
Liabilities directly associated with assets held for sale	22	17,320	-
		283,239	256,029
NON-CURRENT LIABILITIES
Debt	12	127,988	126,031
Deferred tax liabilities		136,071	144,266
Closure and reclamation provisions	14	58,875	70,827
Lease obligations	11	49,353	48,216
Other non-current liabilities	13	2,312	4,090
Total liabilities		657,838	649,459

SHAREHOLDERS' EQUITY
Share capital	16	1,128,838	1,129,709
Reserves		56,484	57,772
Retained earnings		274,887	216,384
Equity attributable to Fortuna shareholders		1,460,209	1,403,865
Equity attributable to non-controlling interests	26	68,513	62,208
Total equity		1,528,722	1,466,073

Total liabilities and shareholders' equity		2,186,560	2,115,532

Contingencies and Capital Commitments (Note 27)

Subsequent Events (Notes 16 and 28)

The accompanying notes are an integral part of these interim financial statements.

/s/ Jorge Ganoza Durant

/s/ Kylie Dickson

Jorge Ganoza Durant

Kylie Dickson

Director

Page | 3

Fortuna Mining Corp.

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)


		Three months ended March 31,
	Note	2025 $	2024 $

Operating activities:
Net income		64,808	29,067
Items not involving cash:
Depletion and depreciation		61,687	50,255
Accretion expense	21	2,343	2,114
Income taxes		22,233	14,498
Interest expense, net	21	1,010	4,104
Share-based payments, net of cash settlements		2,623	42
Unrealized foreign exchange loss (gain)		(3,546)	(3,719)
Investment gains	4	(1,319)	(2,648)
Other		1,650	(446)
Closure, reclamation and related severance payments	14	(5,738)	(86)
Changes in working capital	25	(11,681)	(35,327)
Cash provided by operating activities		134,070	57,854
Income taxes paid		(10,504)	(5,891)
Interest paid		(648)	(3,864)
Interest received		3,461	849
Net cash provided by operating activities		126,379	48,948

Investing activities:
Additions to mineral properties and property, plant and equipment	7	(39,559)	(41,341)
Purchases of investments	4	(14,376)	(7,613)
Proceeds from sale of investments	4	11,352	10,261
Receipts (deposits) on long-term assets		2,326	(1,304)
Other investing activities		(232)	494
Cash used in investing activities		(40,489)	(39,503)

Financing activities:
Transaction costs on credit facility	12	(107)	-
Repayment of credit facility	12	-	(40,000)
Repurchase of common shares	16	(4,165)	(3,535)
Payments of lease obligations	25	(6,001)	(4,934)
Cash used in financing activities		(10,273)	(48,469)
Effect of exchange rate changes on cash and cash equivalents		1,163	(1,399)
Increase in cash and cash equivalents during the period		76,780	(40,423)
Cash and cash equivalents, beginning of the period		231,328	128,148
Cash and cash equivalents used in discontinued operation, net	22	(3,060)	-
Cash and cash equivalents, end of the period		305,048	87,725

Cash and cash equivalents consist of:
Cash		270,316	75,445
Cash equivalents		34,732	12,280
Cash and cash equivalents, end of the period		305,048	87,725

These condensed interim consolidated statements of cash flows include cash flows from both continuing and discontinued operations. Segment totals for the discontinued operation are disclosed in Note 22.

Supplemental cash flow information (Note 25).

The accompanying notes are an integral part of these interim financial statements.

Page | 4

Fortuna Mining Corp.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)


		Share capital				Reserves
	Note	Number of common shares	Amount $		Equity reserve $		Hedging reserve $		Fair value reserve $		Equity component of convertible debt $	Foreign currency reserve $		Retained earnings $		Non-controlling interests $		Total equity $
Balance at January 1, 2025		306,928,189		1,129,709		26,701		198		(875)	37,050		(5,302)		216,384		62,208		1,466,073
Total comprehensive income
Net income		-		-		-		-		-	-		-		58,503		6,305		64,808
Other comprehensive income		-		-		-		-		(51)	-		749		-		-		698
Total comprehensive income		-		-		-		-		(51)	-		749		58,503		6,305		65,506

Transactions with owners of the Company
Repurchase of common shares	16	(916,900)		(4,165)		-		-		-	-		-		-		-		(4,165)
Shares issued on vesting of share units		948,697		3,294		(3,294)		-		-	-		-		-		-		-
Share-based payments	15	-		-		1,308		-		-	-		-		-		-		1,308
		31,797		(871)		(1,986)		-		-	-		-		-		-		(2,857)

Balance at March 31, 2025		306,959,986		1,128,838		24,715		198		(926)	37,050		(4,553)		274,887		68,513		1,528,722

Balance at January 1, 2024		306,587,630		1,125,376		26,144		198		(998)	4,825		(4,827)		87,649		49,754		1,288,121
Total comprehensive income
Net income		-		-		-		-		-	-		-		26,250		2,817		29,067
Other comprehensive loss		-		-		-		-		28	-		(1,154)		-		-		(1,126)
Total comprehensive income		-		-		-		-		28	-		(1,154)		26,250		2,817		27,941

Transactions with owners of the Company
Repurchase of common shares	16	(1,030,375)		(3,535)		-		-		-	-		-		-		-		(3,535)
Shares issued on vesting of share units		186,784		681		(681)		-		-	-		-		-		-		-
Share-based payments	15	-		-		890		-		-	-		-		-		-		890
		(843,591)		(2,854)		209		-		-	-		-		-		-		(2,645)

Balance at March 31, 2024		305,744,039		1,122,522		26,353		198		(970)	4,825		(5,981)		113,899		52,571		1,313,417

The accompanying notes are an integral part of these interim financial statements.

Page | 5

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

1. NATURE OF OPERATIONS

Fortuna Mining Corp. (the “Company”), is a publicly traded company incorporated and domiciled in British Columbia, Canada.

The Company is engaged in precious and base metal mining and related activities in Argentina, Burkina Faso, Côte d’Ivoire, Mexico, Peru and Senegal. The Company operates the open pit Lindero gold mine (“Lindero”) in northern Argentina, the open pit Séguéla gold mine (“Séguéla”) in southwestern Côte d’Ivoire, the underground Caylloma silver, lead, and zinc mine (“Caylloma”) in southern Peru, and the underground and open pit Yaramoko gold mine (“Yaramoko”) in southwestern Burkina Faso, and is developing the Diamba Sud gold project in Senegal. Subsequent to March 31, 2025, the Company entered into a definitive share purchase agreement to sell its 100% interest in Roxgold SANU S.A., which owns and operates the Yaramoko mine. The sale is expected to be completed in the second quarter of 2025 (see Note 28). Additionally, on April 11, 2025, the Company completed the sale of its 100% interest in Compania Minera Cuzcatlan S.A. de C.V. (“Cuzcatlan”), which owns the San Jose mine (see Note 28).

The Company’s common shares are listed on the New York Stock Exchange (the “NYSE”) under the trading symbol FSM and on the Toronto Stock Exchange (the “TSX”) under the trading symbol FVI.

In January 2025, the Company relocated its head office to Suite 820, 1111 Melville Street, Vancouver, British Columbia V6E 3V6, Canada. As at March 31, 2025, the Company’s registered office was located at Suite 3500, 1133 Melville Street, Vancouver, British Columbia V6E 4E5, Canada.

2. BASIS OF PRESENTATION

Statement of Compliance

These unaudited condensed interim consolidated financial statements (“interim financial statements”) have been prepared by management of the Company in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting. They do not include all the information required for full annual financial statements. These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2024, which include information necessary for understanding the Company’s business and financial presentation.

Other than as described below, the same accounting policies and methods of computation are followed in these interim financial statements as compared with the most recent annual financial statements.

On May 7, 2025, the Company's Board of Directors approved these interim financial statements for issuance.

Basis of Measurement

These financial statements have been prepared on a going concern basis under the historical cost basis, except for those assets and liabilities that are measured at fair value (Note 24) at the end of each reporting period.

Adoption of new accounting standards

The Company adopted various amendments to IFRS, which were effective for accounting periods beginning on or after January 1, 2025. These include amendments to IAS 21, Lack of Exchangeability. The impacts of adoption were not material to the Company's interim financial statements.

Page | 6

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

3. USE OF ESTIMATES, ASSUMPTIONS, AND JUDGEMENTS

The preparation of these interim financial statements requires management to make estimates and judgements that affect the reported amounts of assets and liabilities at the period end date and reported amounts of expenses during the reporting period. Such judgements and estimates are, by their nature, uncertain. Actual outcomes could differ from these estimates.

The impact of such judgements and estimates are pervasive throughout the interim financial statements, and may require accounting adjustments based on future occurrences. These judgements and estimates are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. Revisions to accounting estimates are recognized in the period in which the estimate is revised and are accounted for prospectively.

In preparing these interim financial statements for the three months ended March 31, 2025, the Company applied the critical estimates, assumptions and judgements as disclosed in Note 4 of its audited consolidated financial statements for the year ended December 31, 2024.

4. TRADE AND OTHER RECEIVABLES


	March 31, 2025 $	December 31, 2024 $
Trade receivables from doré and concentrate sales	18,430	26,702
Advances and other receivables	4,836	4,332
Value added tax receivables	72,637	68,950
Trade and other receivables	95,903	99,984

The Company’s trade receivables from concentrate and doré sales are expected to be collected in accordance with the terms of the existing concentrate and doré sales contracts with its customers. No amounts were past due as at March 31, 2025.

As at March 31, 2025, current Value Added Tax (“VAT”) receivables include $18.6 million (December 31, 2024 - $20.4 million) for Argentina, $nil (December 31, 2024 - $4.3 million) for Mexico, $31.0 million (December 31, 2024 - $22.2 million) for Côte d’Ivoire, and $21.0 million (December 31, 2024 - $20.6 million) for Burkina Faso. An additional $31.6 million (December 31, 2024 - $28.4 million) of VAT receivables are classified as non-current (refer to Note 8).

VAT receivables from the fiscal authorities in Burkina Faso are not in dispute and are deemed to be fully recoverable. The most recent refund was received in August 2024. The Company is following the relevant process in Burkina Faso to recoup the VAT receivables and continues to engage with authorities to accelerate the repayment of the outstanding balance.

The Company has an investment strategy, which includes utilizing certain foreign exchange measures implemented by the Argentine Government, to address its local currency requirements in Argentina. As a result of this strategy, during the three months ended March 31, 2025, the Company recorded investment gains of $1.3 million (March 31, 2024 - $2.6 million) from trades in Argentine peso denominated cross-border securities.

Page | 7

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

5. INVENTORIES


	Note	March 31, 2025 $	December 31, 2024 $
Ore stockpiles		106,378	104,998
Materials and supplies		51,253	55,864
Leach pad and gold-in-circuit		29,015	26,673
Doré bars		3,216	547
Concentrate stockpiles		322	299
Total inventories		190,184	188,381
Less: non-current portion	8	(54,278)	(53,885)
Current inventories		135,906	134,496

During the three months ended March 31, 2025, the Company expensed $152.3 million of inventories to cost of sales (March 31, 2024 - $117.4 million).

6. OTHER CURRENT ASSETS


	March 31, 2025 $	December 31, 2024 $
Prepaid expenses	12,106	15,936
Income tax receivable	94	4,158
Other	219	339
Other current assets	12,419	20,433

As at March 31, 2025, prepaid expenses include $6.0 million (December 31, 2024 - $8.6 million) related to deposits and advances to contractors.

Page | 8

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

7. MINERAL PROPERTIES AND PROPERTY, PLANT AND EQUIPMENT


	Mineral properties - depletable $	Mineral properties - non-depletable $	Construction in progress $	Property, plant & equipment $	Total $
COST
Balance as at December 31, 2024	1,615,173	272,610	73,892	1,018,636	2,980,311
Additions	15,968	10,320	15,094	9,850	51,232
Changes in closure and reclamation provision	(2,055)	-	-	(85)	(2,140)
Disposals and write-offs	-	-	-	(2,929)	(2,929)
Reclassification to assets held for sale (1)	(240,010)	(4,780)	(6)	(170,289)	(415,085)
Transfers	-	-	(49,085)	49,085	-
Balance as at March 31, 2025	1,389,076	278,150	39,895	904,268	2,611,389
ACCUMULATED DEPLETION AND IMPAIRMENT
Balance as at December 31, 2024	900,386	-	49	540,689	1,441,124
Disposals and write-offs	-	-	-	(2,707)	(2,707)
Reclassification to assets held for sale (1)	(240,010)	-	(49)	(165,838)	(405,897)
Depletion and depreciation	40,623	-	-	21,922	62,545
Balance as at March 31, 2025	700,999	-	-	394,066	1,095,065
Net book value as at March 31, 2025	688,077	278,150	39,895	510,202	1,516,324

(1)

Represents the net book value of mineral properties and property, plant and equipment of Cuzcatlan that were reclassified to assets held for sale during the period. These assets are presented separately on the statement of financial position. Refer to Note 22 for further details.

As at March 31, 2025, non-depletable mineral properties include $98.1 million of exploration and evaluation assets (December 31, 2024 - $97.8 million).

As at March 31, 2025, property, plant and equipment include right-of-use assets with a net book value of $83.3 million (December 31, 2024 - $66.3 million). Related depletion and depreciation for the three months ended March 31, 2025, was $4.9 million (March 31, 2024 - $3.5 million).

Page | 9

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)


	Mineral properties - depletable $	Mineral properties - non-depletable $	Construction in progress $	Property, plant & equipment $	Total $
COST
Balance as at December 31, 2023	1,540,342	244,235	44,218	941,528	2,770,323
Additions	82,553	29,165	74,018	42,030	227,766
Changes in closure and reclamation provision	2,890	-	-	(45)	2,845
Disposals and write-offs (1)	-	(14,485)	-	(6,138)	(20,623)
Transfers (2)	(10,612)	13,695	(44,344)	41,261	-
Balance as at December 31, 2024	1,615,173	272,610	73,892	1,018,636	2,980,311
ACCUMULATED DEPLETION AND IMPAIRMENT
Balance as at December 31, 2023	723,255	-	49	472,807	1,196,111
Disposals and write-offs	-	-	-	(5,341)	(5,341)
Depletion and depreciation	177,131	-	-	73,223	250,354
Balance as at December 31, 2024	900,386	-	49	540,689	1,441,124
Net book value as at December 31, 2024	714,787	272,610	73,843	477,947	1,539,187

(1)

In July 2021, the Company completed the acquisition of Roxgold Inc. including its Boussoura exploration property in Burkina Faso. However, in December 2024, the Company confirmed that substantive expenditure on further exploration and evaluation of mineral resources at the Boussoura site is neither budgeted nor planned. As such, no future value is expected from the Boussoura property. Therefore, the carrying amount of the exploration and evaluation asset exceeded its recoverable amount and the Company recorded a write-off of the exploration property of $14.5 million. The Company reversed its deferred tax liability of $1.6 million related to exploration and evaluation assets subsequently to recording a write-off.

(2)

In December 2024, the Company concluded a comprehensive review of its capitalized exploration costs associated with mineral properties. This review involved an analysis of drilling meters, exploration costs incurred to date, and an assessment of the likelihood of each prospect becoming part of the Company's mineral reserves. As a result of this review, certain prospects previously classified as depletable at the Séguéla mine were reclassified as non-depletable mineral properties, resulting in a net transfer of $13.7 million from depletable to non-depletable mineral properties. This reclassification reflects the updated assessment of the long-term economic viability and recoverability of mineral resources associated with these prospects and represents a true-up between depletable and non-depletable categories.

8. OTHER NON-CURRENT ASSETS


	Note	March 31, 2025 $	December 31, 2024 $
Ore stockpiles	5	54,278	53,885
Value added tax receivables		31,588	28,374
Income tax receivable		-	1,152
Unamortized transaction costs		1,337	1,390
Other		5,638	5,303
Total other non-current assets		92,841	90,104

As at March 31, 2025, ore stockpiles include $48.2 million (December 31, 2024 - $49.0 million) at the Lindero mine and $6.1 million (December 31, 2024 - $4.9 million) at the Séguéla mine.

As at March 31, 2025, non-current VAT receivables include $31.6 million (December 31, 2024 - $25.9 million) for Burkina Faso and $nil (December 31, 2024 - $2.5 million) for Mexico.

Page | 10

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

9. TRADE AND OTHER PAYABLES


	Note	March 31, 2025 $	December 31, 2024 $
Trade accounts payable		95,991	91,180
Payroll and related payables		20,107	30,345
Mining royalty payable		4,752	4,433
Other payables		12,781	15,565
Share units payable	15(a)(b)(c)	13,214	10,119
Total trade and other payables		146,845	151,642

As at March 31, 2025, other payables include $nil (December 31, 2024 - $6.6 million) of severance provisions for the anticipated closure of the San Jose mine. As at March 31, 2025, other payables also include $3.9 million (December 31, 2024 - $nil) related to 1,272 ounces of gold sold under an advanced sales contract but not yet delivered at Lindero. Although consideration was received, the related ounces had not yet been poured and did not meet the criteria for revenue recognition.

10. RELATED PARTY TRANSACTIONS

In addition to the related party transactions and balances disclosed elsewhere in these financial statements, the Company entered into the following related party transactions during the three months ended March 31, 2025 and 2024:

Key Management Personnel

Amounts paid to key management personnel were as follows:


	Three months ended March 31,
	2025 $	2024 $
Salaries and benefits	2,943	2,931
Directors fees	218	215
Consulting fees	21	17
Share-based payments	5,619	1,741
	8,801	4,904

During the three months ended March 31, 2025 and 2024, the Company was charged for consulting services by Mario Szotlender, a director of the Company.

On March 28, 2025, the Company reached an agreement to sell its 100% interest in Cuzcatlan to JRC Ingeniería y Construcción S.A.C. (“JRC”). The transaction subsequently closed on April 11, 2025. Luis D. Ganoza, the Company’s Chief Financial Officer, is an independent, non-shareholding director of JRC and disclosed this relationship to the Fortuna’s Board of Directors. Refer to Notes 22 and 28 for further details of the sale.

Page | 11

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

11. LEASE OBLIGATIONS


	Minimum lease payments
	March 31, 2025 $	December 31, 2024 $
Less than one year	25,831	24,849
Between one and five years	51,893	50,868
More than five years	6,002	6,618
	83,726	82,335
Less: future finance charges	(13,839)	(14,358)
Present value of lease obligations	69,887	67,977
Less: current portion	(20,534)	(19,761)
Non-current portion	49,353	48,216

12. DEBT

The following table summarizes the changes in debt:


	2024 Convertible Notes $	2019 Convertible Debentures $	Credit Facility $	Total $
Balance as at December 31, 2023	-	43,901	162,946	206,847
Proceeds from debentures	172,500	-	-	172,500
Drawdown	-	-	68,000	68,000
Transaction costs	(6,488)	-	-	(6,488)
Portion allocated to equity	(45,999)	-	-	(45,999)
Convertible debt conversions	-	(35,383)	-	(35,383)
Transaction costs allocated to equity	1,730	-	-	1,730
Amortization of discount and transaction costs	4,288	1,131	2,054	7,473
Extinguishment of debt	-	146	-	146
Payments	-	(9,795)	(233,000)	(242,795)
Balance as at December 31, 2024	126,031	-	-	126,031
Amortization of discount and transaction costs	1,957	-	-	1,957
Balance as at March 31, 2025	127,988	-	-	127,988
Non-current portion	127,988	-	-	127,988

The Company maintains a $150.0 million revolving credit facility (the “Credit Facility”) with an uncommitted accordion option of $75.0 million. The Credit Facility is subject to certain conditions and covenants customary for a facility of this nature. The Company is required to comply with certain financial covenants which include among others: maintaining an interest coverage ratio (calculated on a rolling four fiscal quarter basis) of not less than 4.00:1.00; a Net Total Debt (as defined in the facility) to EBITDA ratio (calculated on a rolling four fiscal quarters basis) of not more than 4.00:1.00; and a Net Senior Secured Debt (as defined in the facility) to EBITDA ratio (calculated on a rolling four fiscal quarters basis) of not more than 2.25:1.00. As at March 31, 2025, the Company was in compliance with all of the covenants under the Credit Facility.

As at March 31, 2025, the Credit Facility remained undrawn, except for Letters of Credit.

Page | 12

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

13. OTHER NON-CURRENT LIABILITIES


	Note	March 31, 2025 $	December 31, 2024 $
Restricted share units	15(b)	2,165	3,944
Other		147	146
Total other non-current liabilities		2,312	4,090

14. CLOSURE AND RECLAMATION PROVISIONS

The following table summarizes the changes in closure and reclamation provisions:


	Caylloma $	San Jose(1) $	Lindero $	Yaramoko $	Séguéla $	Total $
Balance as at December 31, 2024	15,356	14,677	15,470	14,724	15,110	75,337
Changes in estimate (2)	(1,416)	460	356	(375)	(705)	(1,680)
Reclamation expenditures	(11)	(143)	-	-	-	(154)
Accretion	213	341	185	156	165	1,060
Effect of changes in foreign exchange rates	-	(35)	-	-	-	(35)
Reclassification to liabilities directly associated with assets held for sale	-	(15,300)	-	-	-	(15,300)
Balance as at March 31, 2025	14,142	-	16,011	14,505	14,570	59,228
Less: current portion	(353)	-	-	-	-	(353)
Non-current portion	13,789	-	16,011	14,505	14,570	58,875

(1)

Represents the closure and reclamation provisions of Cuzcatlan that were reclassified to liabilities held for sale during the period. These provisions are presented separately on the statement of financial position (see Note 22).

(2)

The change in estimate for the San Jose mine of $0.5 million was included in net loss from discontinued operation, net of tax in the Company's consolidated statements of income for the three months ended March 31, 2025.


	Caylloma $	San Jose $	Lindero $	Yaramoko $	Séguéla $	Total $
Balance as at December 31, 2023	15,950	10,358	14,485	14,233	10,777	65,803
Changes in estimate (1)	(1,259)	7,231	349	(128)	3,883	10,076
Reclamation expenditures	(259)	(2,035)	-	-	-	(2,294)
Accretion	924	922	636	619	450	3,551
Effect of changes in foreign exchange rates	-	(1,799)	-	-	-	(1,799)
Balance as at December 31, 2024	15,356	14,677	15,470	14,724	15,110	75,337
Less: current portion	(86)	(4,424)	-	-	-	(4,510)
Non-current portion	15,270	10,253	15,470	14,724	15,110	70,827

(1)

The change in estimate for the San Jose mine of $7.2 million was included in other expenses in the Company's consolidated statements of income for the year ended December 31, 2024.

Page | 13

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

The following table summarizes certain key inputs used in determining the present value of reclamation costs related to mine and development sites:


	Caylloma $	San Jose(1) $	Lindero $	Yaramoko $	Séguéla $	Total $
Undiscounted uninflated estimated cash flows	17,572	17,437	17,091	14,790	16,293	83,183
Discount rate	5.93%	9.29%	4.61%	3.66%	3.81%
Inflation rate	2.80%	3.77%	2.43%	2.45%	2.19%

(1)

Represents the key inputs of Cuzcatlan, which was classified as held for sale as at March 31, 2025 (see Note 22).

The Company is expecting to incur progressive reclamation costs throughout the life of its mines.

15. SHARE-BASED PAYMENTS

During the three months ended March 31, 2025, the Company recognized share-based payments of $9.1 million, (March 31, 2024 - $2.2 million) related to the amortization of deferred, restricted and performance share units.

(a)

Deferred Share Units


	Cash Settled
	Number of DSUs	Fair Value $
Outstanding, December 31, 2023	1,048,500	4,043
Granted	135,316	438
Changes in fair value	-	595
Outstanding, December 31, 2024	1,183,816	5,076
Granted	83,992	387
Changes in fair value	-	2,254
Outstanding, March 31, 2025	1,267,808	7,717

(b)

Restricted Share Units


	Cash Settled
	Number of RSUs	Fair Value $
Outstanding, December 31, 2023	2,668,197	5,216
Granted	1,956,611	-
Units paid out in cash	(896,413)	(3,160)
Forfeited or cancelled	(179,402)	(332)
Changes in fair value and vesting	-	7,263
Outstanding, December 31, 2024	3,548,993	8,987
Granted	1,354,613	-
Units paid out in cash	(1,215,034)	(6,153)
Forfeited or cancelled	(18,124)	(41)
Changes in fair value and vesting	-	4,869
Outstanding, March 31, 2025	3,670,448	7,662
Less: current portion		(5,497)
Non-current portion		2,165

Page | 14

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

RSUs granted during the three months ended March 31, 2025, had a weighted average fair value of C$6.62 per unit at the date of the grant (December 31, 2024 - C$4.36).


	Cash Settled		Equity Settled
	Number of PSUs	Fair Value $	Number of PSUs
Outstanding, December 31, 2023	-	-	1,840,012
Granted	-	-	1,038,383
Vested and paid out in shares	-	-	(823,433)
Outstanding, December 31, 2024	-	-	2,054,962
Granted	-	-	743,709
Vested and paid out in shares	-	-	(802,164)
Outstanding, March 31, 2025	-	-	1,996,507

PSUs granted during the three months ended March 31, 2025, had a weighted average fair value of C$6.62 per unit at the date of the grant (December 31, 2024 - C$4.36).

During the three months ended March 31, 2025, PSUs vested and were settled in shares. Based on agreed performance outcomes, a weighted average multiplier of 118% (December 31, 2024 - 72%) was applied, resulting in the issuance of 948,697 (December 31, 2024 - 589,574) common shares upon vesting.

(d) Stock Options

The Company’s Stock Option Plan, as amended and approved from time to time, permits the Company to issue up to 12,200,000 stock options. As at March 31, 2025, a total of 2,950,529 stock options are available for issuance under the plan. As at March 31, 2025, no stock options were outstanding (December 31, 2024 - none).

16. SHARE CAPITAL

Authorized Share Capital

The Company has an unlimited number of common shares without par value authorized for issue.

On April 30, 2025, the Company announced that the TSX had approved the renewal of the Company’s normal course Issuer bid program (“NCIB”) to purchase up to 15,347,999 common shares, being 5% of its outstanding common shares as at April 23, 2025. Under the NCIB, purchases of common shares may be made through the facilities of the TSX, the NYSE and/or alternative Canadian trading systems. The share repurchase program started on May 2, 2025 and will end on the earlier of May 1, 2026; the date the Company acquires the maximum number of common shares allowable under the NCIB; or the date the Company otherwise decides not to make any further repurchases under the NCIB.

During the three months ended March 31, 2025, the Company acquired and cancelled 916,900 common shares (March 31, 2024 - 1,030,375) at an average cost of $4.53 per share (March 31, 2024 - $3.42), excluding brokerage fees, for a total cost of $4.2 million (March 31, 2024 - $3.5 million).

Page | 15

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

17. EARNINGS PER SHARE


	Three months ended March 31,
	2025 $	2024 $
Basic:
Net income from continuing operations attributable to Fortuna shareholders	61,669	26,739
Net income attributable to Fortuna shareholders	58,503	26,250

Weighted average number of shares (000's)	306,614	306,470
Earnings per share from continuing operations - basic	0.20	0.09
Earnings per share - basic	0.19	0.09


	Three months ended March 31,
	2025 $	2024 $
Diluted:
Net income from continuing operations attributable to Fortuna shareholders	61,669	26,739
Diluted net income from continuing operations for the period	61,669	26,739
Net income attributable to Fortuna shareholders	58,503	26,250
Diluted net income for the period	58,503	26,250

Weighted average number of shares (000's)	306,614	306,470
Incremental shares from dilutive potential shares	1,451	1,729
Weighted average diluted number of shares (000's)	308,065	308,199
Earnings per share from continuing operations - diluted	0.20	0.09
Earnings per share - diluted	0.19	0.09

The incremental shares from dilutive potential shares primarily consist of share units. For the three months ended March 31, 2025, 26,172,045 (March 31, 2024 - 9,143,000) potential shares issuable on conversion of the 2024 Convertible Notes (March 31, 2024 - 2019 Convertible Debentures) were excluded from the diluted earnings per share calculation. These items were excluded from the diluted earnings per share calculations as their effect would have been anti-dilutive.

Page | 16

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

18. SALES

The Company’s geographical analysis of revenue from contracts with customers attributed to the location of the products produced, is as follows:


	Three months ended March 31, 2025
	Argentina $	Burkina Faso $	Côte d'Ivoire $	Peru $	Total $
Gold doré	53,154	95,108	110,998	-	259,260
Silver-lead concentrates	-	-	-	30,669	30,669
Provisional pricing adjustments	-	-	-	216	216
Sales to external customers	53,154	95,108	110,998	30,885	290,145

	Three months ended March 31, 2024
	Argentina $	Burkina Faso $	Côte d'Ivoire $	Peru $	Total $
Gold doré	45,212	56,911	72,161	-	174,284
Silver-lead concentrates	-	-	-	15,980	15,980
Zinc concentrates	-	-	-	10,875	10,875
Provisional pricing adjustments	-	-	-	(234)	(234)
Sales to external customers	45,212	56,911	72,161	26,621	200,905

The following table presents the Company’s revenue by customer for the three months ended March 31, 2025 and 2024:


	Three months ended March 31,
	2025 $	2024 $
Customer 1	110,998	72,161
Customer 2	95,108	56,911
Customer 3	53,154	45,212
Customer 4	30,885	26,621
	290,145	200,905

From time to time, the Company enters into forward sale and collar contracts to mitigate the price risk for some of its forecasted base and precious metals production, and non-metal commodities.

Page | 17

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

19. COST OF SALES


	Three months ended March 31,
	2025 $	2024 $
Direct mining costs	74,435	54,301
Depletion and depreciation	61,302	49,455
Salaries and benefits	19,684	16,837
Royalties and other taxes	18,196	10,372
Workers' participation	777	351
Other	(123)	-
Cost of sales	174,271	131,316

For the three months ended March 31, 2025, depletion and depreciation includes $4.8 million of depreciation related to right-of-use assets (March 31, 2024 - $3.4 million).

On January 7, 2025, the Director General of Taxes in Côte d’Ivoire issued a communiqué announcing that the Fiscal Annex 2025 would become effective on January 10, 2025. The Fiscal Annex includes an increase of 2% in ad valorem tax rates applicable to mining operations. This change applies to gold revenue generated from the Company’s Séguéla mine and is reflected in the results for the three months ended March 31, 2025.

20. GENERAL AND ADMINISTRATION


	Three months ended March 31,
	2025 $	2024 $
General and administration	16,137	14,501
Workers' participation	30	71
	16,167	14,572
Share-based payments	9,129	2,200
General and administration	25,296	16,772

21. INTEREST AND FINANCE COSTS, NET


	Three months ended March 31,
	2025 $	2024 $
Interest income	3,438	781
Credit facilities and other interest	(528)	(3,498)
2024 Convertible Notes interest	(1,617)	-
Amortization of discount and transaction costs	(2,091)	(750)
Bank stand-by and commitment fees	(236)	(177)
Accretion expense	(719)	(827)
Lease liabilities	(1,275)	(1,022)
2019 Convertible Debentures interest	-	(530)
	(3,028)	(6,023)

Page | 18

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

22. ASSETS HELD FOR SALE AND DISCONTINUED OPERATION

(a)

Accounting Policy – Assets Held for Sale and Discontinued Operation

The Company classifies non-current assets and disposal groups as held for sale when their carrying amounts are expected to be recovered principally through a sale transaction rather than through continuing use. Assets or disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal, excluding finance costs and income tax expense.

Classification as held for sale is appropriate only when the sale is highly probable, the asset or disposal group is available for immediate sale in its present condition, and management is committed to a plan to sell. The sale must be expected to complete within one year from the date of classification, and it must be unlikely that significant changes to or withdrawal of the plan will occur. Property, plant and equipment and intangible assets are not depreciated or amortized once classified as held for sale. Related assets and liabilities are presented separately as current items in the statement of financial position.

A discontinued operation is a component of the Company that has been disposed of or is classified as held for sale and represents a separate major line of business or geographical area of operations. The results of discontinued operations are excluded from continuing operations and are presented as a single amount, net of tax, in the statement of profit or loss.

(b)

Accounting Disclosure

On March 31, 2025, the Company was committed to a plan to sell its interest in Cuzcatlan, which owns and operates the San Jose Mine in Oaxaca, Mexico. As a result, the assets and liabilities of Cuzcatlan have been classified as held for sale, and its operating results have been presented as a discontinued operation in the condensed interim consolidated financial statements for the three months ended March 31, 2025.

The Company recognized a single amount of post-tax profit or loss from the discontinued operation in the condensed interim consolidated statement of income. Comparative information for the three months ended March 31, 2024, has been restated to reflect the results of the San Jose Mine as a discontinued operation, separately from continuing operations.

Page | 19

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

Results of Discontinued Operation

The following table presents the results of Cuzcatlan for the three months ended March 31, 2025, reported as a discontinued operation:


	Three months ended March 31,
	2025 $	2024 $
Sales	149	24,044
Cost of sales	149	23,724
Mine operating income	-	320

General and administration	638	1,458
Foreign exchange loss	12	154
Other expenses (income)	2,192	(102)
	2,842	1,510

Operating loss	(2,842)	(1,190)

Interest and finance costs, net	(325)	(195)
	(325)	(195)

Loss before income taxes	(3,167)	(1,385)

Income taxes
Current income tax recovery	(1)	-
Deferred income tax recovery	-	(896)
	(1)	(896)
Net loss from discontinued operation, net of tax	(3,166)	(489)

Loss per share from discontinued operation
Basic	(0.01)	-
Diluted	(0.01)	-

As at March 31, 2025, there are no items in other comprehensive income (loss) related to assets and associated liabilities held for sale.

Cash Flows of Discontinued Operation

The Company presents a single consolidated statement of cash flows, which includes cash flows from both continuing and discontinued operations. The following table summarizes the cash flows attributable to Cuzcatlan:


	Three months ended March 31,
	2025 $	2024 $
Net cash used in operating activities	(9,897)	(4,979)
Cash provided by (used in) investing activities	1,974	(2,907)
Cash used in financing activities	(22)	(261)
Decrease in cash and cash equivalents during the period	(7,945)	(8,147)

Page | 20

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

Summary of Assets and Associated Liabilities Held for Sale

The major classes of assets and liabilities of Cuzcatlan that were classified as held for sale as at March 31, 2025, are as follows:


Balance at							March 31, 2025 $
Cash and cash equivalents							3,060
Trade and other receivables							1,834
Inventories							2,794
Mineral properties and property, plant and equipment							9,188
Other assets							6,888
Total assets held for sale							23,764

Trade and other payables							1,819
Current portion of lease obligations							201
Closure and reclamation provisions							15,300
Total liabilities directly associated with assets held for sale							17,320

23. SEGMENTED INFORMATION

The Company’s operating segments are based on the reports reviewed by the senior management group that are used to make strategic decisions. The Chief Executive Officer, as chief operating decision maker, considers the business from a geographic perspective when considering the performance of the Company’s business units.

The following summary describes the operations of each reportable segment:

●

Mansfield Minera S.A. (“Mansfield”) – operates the Lindero gold mine

●

Roxgold SANU S.A. (“Sanu”) – operates the Yaramoko gold mine

●

Roxgold SANGO S.A. (“Sango”) – operates the Séguéla gold mine

●

Minera Bateas S.A.C. (“Bateas”) – operates the Caylloma silver, lead, and zinc mine

●

Corporate – corporate stewardship and projects outside other segments

Discontinued operation:

●

Cuzcatlan – formerly operated the San Jose silver-gold mine. Classified as held for sale and a discontinued operation as at March 31, 2025. See notes 22 and 28.

Page | 21

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)


	Three months ended March 31, 2025
	Mansfield $	Sanu $	Sango $	Bateas $	Corporate $	Total $
Revenues from external customers	53,154	95,108	110,998	30,885	-	290,145
Cost of sales before depreciation and depletion	(22,005)	(42,677)	(35,116)	(13,171)	-	(112,969)
Depreciation and depletion in cost of sales	(9,799)	(16,900)	(30,310)	(4,293)	-	(61,302)
General and administration	(2,498)	(1,394)	(2,602)	(2,573)	(16,229)	(25,296)
Other (expenses) income	(1,390)	1,781	1,482	(345)	(243)	1,285
Finance items	2,387	18	(986)	(122)	(2,953)	(1,656)
Segment income (loss) before taxes	19,849	35,936	43,466	10,381	(19,425)	90,207
Income taxes	(1,221)	(6,845)	(8,133)	(3,133)	(2,901)	(22,233)
Segment income (loss) after taxes from continuing operations	18,628	29,091	35,333	7,248	(22,326)	67,974

	Three months ended March 31, 2024
	Mansfield $	Sanu $	Sango $	Bateas $	Corporate $	Total $
Revenues from external customers	45,212	56,911	72,161	26,621	-	200,905
Cost of sales before depreciation and depletion	(22,468)	(24,736)	(21,161)	(13,497)	1	(81,861)
Depreciation and depletion in cost of sales	(11,581)	(10,215)	(24,048)	(3,611)	-	(49,455)
General and administration	(2,891)	(550)	(1,332)	(1,308)	(10,691)	(16,772)
Other (expenses) income	(603)	(1,949)	(2,840)	49	851	(4,492)
Finance items	2,218	(294)	(598)	(172)	(4,529)	(3,375)
Segment income (loss) before taxes	9,887	19,167	22,182	8,082	(14,368)	44,950
Income taxes	(986)	(3,996)	(5,974)	(2,794)	(1,644)	(15,394)
Segment income (loss) after taxes from continuing operations	8,901	15,171	16,208	5,288	(16,012)	29,556


As at March 31, 2025	Mansfield $	Sanu $	Sango $	Cuzcatlan(1) $	Bateas $	Corporate $	Total $
Total assets	573,994	211,562	948,194	23,764	151,623	277,423	2,186,560
Total liabilities	49,315	74,994	298,774	17,320	47,344	170,091	657,838
Capital expenditures (2)	13,288	452	29,838	89	1,710	5,855	51,232

(1)

Represents the total assets, total liabilities and capital expenditures of Cuzcatlan that were reclassified to assets and associated liabilities held for sale during the period. These assets and liabilities are presented separately on the statement of financial position (see Note 22).

(2)

Capital expenditures are on an accrual basis for the three months ended March 31, 2025.


As at December 31, 2024	Mansfield $	Sanu $	Sango $	Cuzcatlan $	Bateas $	Corporate $	Total $
Total assets	554,396	178,769	939,303	59,098	153,586	230,380	2,115,532
Total liabilities	48,597	68,518	278,899	33,774	56,625	163,046	649,459
Capital expenditures (1)	69,636	32,401	80,580	6,653	23,323	15,173	227,766

(1)

Capital expenditures are on an accrual basis for the year ended December 31, 2024.

Page | 22

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

24. FAIR VALUE MEASUREMENTS

(a)

Financial Assets and Financial Liabilities by Category

The carrying amounts of the Company’s financial assets and financial liabilities by category are as follows:


As at March 31, 2025	Fair value through OCI $	Fair value through profit or loss $	Amortized cost $	Total $
Financial assets
Cash and cash equivalents	-	-	305,048	305,048
Trade receivables concentrate sales	-	12,913	-	12,913
Trade receivables doré sales	-	-	5,517	5,517
Short-term investments	-	4,355	-	4,355
Investments in equity securities	69	-	-	69
Other receivables	-	-	4,836	4,836
Total financial assets	69	17,268	315,401	332,738

Financial liabilities
Trade payables	-	-	(95,991)	(95,991)
Payroll payable	-	-	(20,107)	(20,107)
Share units payable	-	(15,379)	-	(15,379)
2024 Convertible Notes	-	-	(127,988)	(127,988)
Other payables	-	-	(83,740)	(83,740)
Total financial liabilities	-	(15,379)	(327,826)	(343,205)


As at December 31, 2024	Fair value through OCI $	Fair value through profit or loss $	Amortized cost $	Total $
Financial assets
Cash and cash equivalents	-	-	231,328	231,328
Trade receivables concentrate sales	-	18,920	-	18,920
Trade receivables doré sales	-	-	7,782	7,782
Investments in equity securities	119	-	-	119
Other receivables	-	-	4,332	4,332
Total financial assets	119	18,920	243,442	262,481

Financial liabilities
Trade payables	-	-	(91,180)	(91,180)
Payroll payable	-	-	(30,345)	(30,345)
Share units payable	-	(14,063)	-	(14,063)
2024 Convertible Notes	-	-	(126,031)	(126,031)
Other payables	-	-	(84,383)	(84,383)
Total financial liabilities	-	(14,063)	(331,939)	(346,002)

Page | 23

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

(b)

Fair Values of Financial Assets and Financial Liabilities

During the three months ended March 31, 2025 and 2024, there were no transfers of amounts between Level 1, Level 2, and Level 3 of the fair value hierarchy. The fair values of the Company’s financial assets and financial liabilities that are measured at fair value, including their levels in the fair value hierarchy are as follows:


As at March 31, 2025	Level 1 $	Level 2 $	Level 3 $	Total $
Trade receivables concentrate sales	-	12,913	-	12,913
Short-term investments	-	4,355	-	4,355
Investments in equity securities	69	-	-	69
Share units payable	-	(15,379)	-	(15,379)


As at December 31, 2024	Level 1 $	Level 2 $	Level 3 $	Total $
Trade receivables concentrate sales	-	18,920	-	18,920
Investments in equity securities	119	-	-	119
Share units payable	-	(14,063)	-	(14,063)

(c)

Financial Assets and Financial Liabilities Not Already Measured at Fair Value

The estimated fair values by the Level 2 fair value hierarchy of the Company’s financial liabilities that are not accounted for at a fair value as compared to the carrying amount were as follows:


	March 31, 2025			December 31, 2024
		Carrying amount $	Fair value $		Carrying amount $	Fair value $
2024 Convertible Notes (1)		(127,988)	(209,588)		(126,031)	(177,330)
		(127,988)	(209,588)		(126,031)	(177,330)

(1)

The carrying amounts of the 2024 Convertible Notes represents the liability components (Note 12), while the fair value represents the liability and equity components. The fair value of the 2024 Convertible Notes is based on the quoted prices in markets that are not active for the underlying securities.

25. SUPPLEMENTAL CASH FLOW INFORMATION

Changes in working capital for the three months ended March 31, 2025 and 2024 are as follows:


	Three months ended March 31,
	2025 $	2024 $
Trade and other receivables	810	(7,296)
Prepaid expenses	1,067	(864)
Inventories	(5,628)	(9,801)
Trade and other payables	(7,930)	(17,366)
Total changes in working capital	(11,681)	(35,327)

Page | 24

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

The changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes for the periods as set out below are as follows:


	2024 Convertible Notes $	2019 Convertible Debentures $	Credit Facility $	Lease obligations $
As at December 31, 2023	-	43,901	162,946	57,401
Additions	172,500	-	68,000	27,038
Terminations	-	-	-	(75)
Conversion of debenture	-	(35,383)	-	-
Interest	4,288	1,131	2,054	4,507
Payments	-	(9,795)	(233,000)	(20,690)
Transaction costs	(6,488)	-	-	-
Equity component	(44,269)	-	-	-
Extinguishment of debt	-	146	-	-
Foreign exchange	-	-	-	(204)
As at December 31, 2024	126,031	-	-	67,977
Additions	-	-	-	6,890
Terminations	-	-	-	(192)
Interest	1,957	-	-	1,281
Payments	-	-	-	(6,001)
Reclassification to liabilities directly associated with assets held for sale	-	-	-	(201)
Foreign exchange	-	-	-	133
As at March 31, 2025	127,988	-	-	69,887

The significant non-cash financing and investing transactions during the three months ended March 31, 2025 and 2024 are as follows:



	Three months ended March 31,
	2025 $	2024 $
Mineral properties, plant and equipment changes in closure and reclamation provision	2,140	842
Additions to right-of-use assets	6,890	267
Share units allocated to share capital upon settlement	3,294	681

26. NON-CONTROLLING INTERESTS

As at March 31, 2025, the non-controlling interests (“NCI”) of the State of Burkina Faso, which represents a 10% interest in Sanu, totaled $12.9 million. The income attributable to the NCI for the three months ended March 31, 2025, totaling $2.9 million, is based on net income for Yaramoko.

As at March 31, 2025, the NCI of the State of Côte d’Ivoire, which represents a 10% interest in Sango, totaled $55.6 million. The income attributable to the NCI for the three months ended March 31, 2025, totaling $3.4 million, is based on net income for Séguéla.

Change in non-controlling interest

On March 14, 2025, the Company formally agreed to increase the State of Burkina Faso’s equity interest in Sanu from 10% to 15%, in response to a request from the State to implement the provisions of the 2024 Mining Code.

Page | 25

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

The State’s registered interest in Sanu continued to be 10% as at March 31, 2025. The additional 5% interest in Sanu represented $6.4 million of net assets at March 31, 2025.

Subsequent to the end of the quarter, on April 16, 2025, Sanu paid a dividend to the State based on a 15% ownership interest consistent with the agreement reached with the State.

27. CONTINGENCIES AND CAPITAL COMMITMENTS

(a) Caylloma Letter of Guarantee

The Caylloma mine closure plan, as amended, that was in effect in September 2024, includes total undiscounted closure costs of $18.2 million, which consisted of progressive closure activities of $2.4 million, final closure activities of $13.5 million, and post closure activities of $2.3 million pursuant to the terms of the Mine Closing Law of Peru.

Under the terms of the current Mine Closing Law, the Company is required to provide the Peruvian Government with a guarantee in respect of the Caylloma mine closure plan as it relates to final closure activities and post-closure activities and related taxes. As at March 31, 2025, the Company provided a bank letter guarantee of $15.2 million to the Peruvian Government in respect of such closure costs and taxes.

(b) Other Commitments

Argentina

As at March 31, 2025, the Company had capital commitments of $5.7 million, for civil work, equipment purchases and other services at the Lindero mine, which are expected to be expended within one year.

Côte d’Ivoire

The Company entered into an agreement with a service provider at the Séguéla mine wherein if the Company terminates the agreement prior to the end of its term, in November 2026, the Company would be required to make an early termination payment, which is reduced monthly over 48 months. If the Company had terminated the agreement on March 31, 2025, and elected not to purchase the service provider’s equipment, it would have been subject to an early termination payment of $15.3 million. If the Company elected to purchase the service provider’s equipment, the early termination amount would be adjusted to exclude equipment depreciation and demobilization of equipment, and only include portion of the monthly management fee and demobilization of personnel.

Additional early termination payments may apply under certain other service agreements, amounting to an approximate cumulative fee of $4.5 million as at March 31, 2025.

The Company is, from time to time, involved in various tax assessments arising in the ordinary course of business. The Company cannot reasonably predict the likelihood or outcome of these actions. The Company has recognized tax provisions with respect to current assessments received from the tax authorities in the various jurisdictions in which the Company operates, and from any uncertain tax positions identified. For those amounts recognized related to current tax assessments received, the provision is based on management's best estimate of the outcome of those assessments, based on the validity of the issues in the assessment, management's support for their position, and the expectation with respect to any negotiations to settle the assessment. Management re-evaluates the outstanding tax assessments regularly to update their estimates related to the outcome for those assessments taking into account the criteria above.

Page | 26

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

Pillar Two Global Minimum Tax

On June 30, 2024, the Global Minimum Tax Act (“GMTA”) received royal assent, introducing the Pillar Two global minimum tax regime in Canada. The GMTA is based on the OECD’s Pillar Two Global Anti-Base Erosion (GloBE) model rules and applies to fiscal years beginning after December 31, 2023. The legislation includes the income inclusion rule and a qualified domestic minimum top-up tax, and contains a placeholder for the undertaxed profits rule, which is proposed to be effective for fiscal years beginning after December 31, 2024.

The Pillar Two regime applies to multinational enterprise groups with consolidated revenues of at least EUR 750 million in at least two of the four fiscal years immediately preceding a given fiscal year. As the Company exceeded the threshold for a second time in 2024, Pillar Two legislation is applicable to the Company from January 1, 2025.

As at March 31, 2025, Pillar Two legislation has only been enacted in Canada among the jurisdictions in which the Company operates. The Company is in the process of assessing the potential impact of Pillar Two legislation, including the application of the transitional safe harbour rules. No Pillar Two top-up taxes have been recognized in the interim financial statements for the three months ended March 31, 2025.

(d) Other Contingencies

The Company is subject to various investigations and other claims; and legal, labour, and tax proceedings covering matters that arise in the ordinary course of business activities. Each of these matters is subject to various uncertainties, and it is possible that some of these matters may be resolved unfavourably for the Company. Certain conditions may exist as of the date these financial statements are issued that may result in a loss to the Company. None of these matters is expected to have a material effect on the results of operations or financial conditions of the Company.

28. SUBSEQUENT EVENTS

Subsequent events not otherwise mentioned are as follows:

(a)

Sale of the San Jose Mine

On April 11, 2025, the Company completed the sale of its 100% interest in Cuzcatlan, which owns the San Jose mine in Oaxaca, Mexico, to JRC, a private Peruvian company. Under the terms of the definitive share purchase agreement, JRC acquired all of the issued and outstanding shares of Cuzcatlan in consideration for $6.5 million, which was received on closing. Post closing JRC has paid $1.2 million for prepaid working capital items and tax receivables. The Company also has the right to receive contingent consideration of up to approximately $8.3 million, subject to the completion of certain conditions, of which $4.7 million has been received to date. Furthermore, the Company retains a 1.0% net smelter royalty on production from the San Jose Mine concessions payable after the first 6.1 million ounces of silver and the first 44,000 ounces of gold (or 119,000 gold equivalent ounces) have been mined or extracted from the property.

This transaction supersedes the previously disclosed binding letter agreement for the sale of Cuzcatlan to Minas del Balsas S.A. de C.V., which did not proceed.

Page | 27

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)

(b)

Sale of the Yaramoko Mine

On April 11, 2025, the Company entered into a definitive share purchase agreement to sell all of its interest in Roxgold Sanu, which owns and operates the Yaramoko mine, together with the Company’s three other wholly-owned Burkina Faso subsidiaries that hold exploration permits in the country, to Soleil Resources International Limited, a private Mauritius company, for consideration of $70M in cash upon closing and the right to receive up to $53.0 million in VAT receivables payable upon the completion of certain conditions. The completion of the Burkina Faso Transaction is subject to the payment of a cash dividend by Roxgold Sanu to Fortuna in the amount of $53.8 million plus $3.7 million in withholding tax. The sale is subject to customary closing conditions, including the approval of the Burkina Faso Minister of Mines, and is expected to close in the second quarter of 2025. Upon completion, the Company will cease all operations in Burkina Faso.

As of May 07, 2025, Roxgold Sanu has paid the $53.8 million dividend and the necessary withholding taxes.

This transaction represents a non-adjusting subsequent event as defined by IAS 10, Events After the Reporting Period. The criteria for classification as held for sale in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, were not met as of March 31, 2025. Accordingly, the carrying amounts of the four entities have not been reclassified as held for sale, and no adjustments have been made to the amounts recognized in these financial statements for the three months ended March 31, 2025.

(c)

Ad Valorem Tax Rates Increase for Burkina Faso Operations

On April 7, 2025, the Burkina Faso government announced an increase in ad valorem tax on gold sales, effective immediately. The new tax regime introduces a change to the gold royalties for gold sold above $3,000 per ounce. An additional 1% royalty is payable for each $500 increment in the gold price above $3,000 per ounce. The previous cap was 7% of gold sales over $2,000 per ounce. These changes are not expected to materially impact the Company's financial position and results of operations.

Page | 28

EX-99.2 3 tmb-20250507xex99d2.htm EX-99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the three months ended March 31, 2025

As of May 7, 2025

This Management’s Discussion and Analysis (“MD&A”) of the financial position and results of operations for Fortuna Mining Corp. (the “Company” or “Fortuna”) (TSX: FVI and NYSE: FSM) should be read in conjunction with the audited consolidated financial statements of the Company for the years ended December 31, 2024 and 2023 (the “2024 Financial Statements”) and the unaudited condensed interim financial statements of the Company for the three months ended March 31, 2025 and 2024 (the “Q1 2025 Financial Statements”) related notes thereto which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. For further information on the Company, reference should be made to its public filings, including its annual information form, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.

This MD&A is prepared by management and approved by the Board of Directors as of May 7, 2025. The information and discussion provided in this MD&A covers the three months ended March 31, 2025, and where applicable, the subsequent period up to the date of issuance of this MD&A. Unless otherwise noted, all dollar amounts in this MD&A are expressed in United States (“US”) dollars. References to "$" or "US$" in this MD&A are to US dollars and references to C$ are to Canadian dollars.

Fortuna has a number of direct and indirect subsidiaries which own and operate assets and conduct activities in different jurisdictions. The terms "Fortuna" or the "Company" are used in this MD&A for simplicity of the discussion provided herein and may include references to subsidiaries that have an affiliation with Fortuna, without necessarily identifying the specific nature of such affiliation.

This MD&A contains forward-looking statements. Readers are cautioned as to the risks and uncertainties related to the forward-looking statements, the risks and uncertainties associated with investing in the Company’s securities and the technical and scientific information under National Instrument 43-101 – Standards for Disclosure of Mineral Projects (“NI 43-101”) concerning the Company’s material properties, including information about mineral reserves and resources, which classifications differ significantly from the requirements required by the U.S. Securities and Exchange Commission (“SEC”) as set out in the cautionary note on page 36 of this MD&A. All forward-looking statements are qualified by cautionary notes in this MD&A as well as risks and uncertainties discussed in the Company’s Annual Information Form for fiscal 2024 dated March 22, 2025 and its Management Information Circular dated May 1, 2024, which are available on SEDAR+ and EDGAR.

This MD&A uses certain Non-IFRS financial measures and ratios that are not defined under IFRS, including but not limited to: all-in costs, cash cost per ounce of gold; all-in sustaining costs; all-in sustaining cash cost per ounce of gold sold; all-in sustaining cash cost per ounce of gold equivalent sold; cash cost per payable ounce of silver equivalent; all-in sustaining cash cost per payable ounce of silver equivalent sold; sustaining capital, growth capital; all-in cash cost per payable ounce of silver equivalent sold; free cashflow and free cashflow from ongoing operations; adjusted net income; adjusted attributable net income, adjusted EBITDA, net debt and working capital which are used by the Company to manage and evaluate operating performance at each of the Company’s mines and are widely reported in the mining industry as benchmarks for performance. Non-IFRS financial measures and non-IFRS ratios do not have a standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers. Non-IFRS measures are further discussed in the “Non-IFRS Measures” section on page 22 of this MD&A.

Where applicable the Company has presented operating and financial results based on its continuing operations. Contributions from San Jose have been removed as it was considered held for sale as at March 31, 2025.

Fortuna | 2

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

CONTENTS


Business Overview	4
Corporate Developments	4
Highlights	5
Financial Results	8
Results of Operations	12
Quarterly Information	18
Exploration and Evaluation	18
Liquidity and Capital Resources	19
Financial Instruments	21
Share Position & Outstanding Options & Equity Based Share Units	21
Related Party Transactions	22
Non-IFRS Financial Measures	22
Risks and Uncertainties	32
Critical Accounting Estimates, Assumptions, and Judgements	33
Controls and Procedures	33
Cautionary Statement on Forward-Looking Statements	34
Cautionary Note to United States Investors Concerning Estimates of Reserves and Resources	36

Fortuna | 3

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

BUSINESS OVERVIEW

Fortuna is a growth focused Canadian precious metals mining company with operations and projects in South America and West Africa. The Company produces gold, silver, and base metals and generates shared value over the long-term through efficient production, environmental protection, and social responsibility. As at the date of the MD&A, the Company has four operating mines and exploration activities in Argentina, Burkina Faso, Côte d'Ivoire, Peru and Mexico, as well as the preliminary economic assessment stage Diamba Sud gold project in Senegal.

The Company operates the open pit Lindero gold mine (“Lindero” or the “Lindero Mine”) located in northern Argentina, the underground Yaramoko gold mine (“Yaramoko” or the “Yaramoko Mine”) located in southwestern Burkina Faso, the underground Caylloma silver, lead, and zinc mine (“Caylloma” or the “Caylloma Mine”) located in southern Peru, and the open pit Séguéla gold mine (“Séguéla”, or the “Séguéla Mine”) located in southwestern Côte d’Ivoire. Each of the Company's producing mines is generally considered to be a separate reportable segment, along with the Company's corporate stewardship segment. The Company entered into an agreement to sell the Yaramoko Mine which is expected to close in the second quarter. See “Corporate Developments” below.

Fortuna is a publicly traded company incorporated and domiciled in British Columbia, Canada. Its common shares are listed on the New York Stock Exchange (“NYSE”) under the trading symbol FSM and on the Toronto Stock Exchange (“TSX”) under the trading symbol FVI.

CORPORATE DEVELOPMENTS

Sale of the Yaramoko Mine

On April 11, 2025, the Company entered into a definitive share purchase agreement for the sale of its interest in Roxgold Sanu SA (“Roxgold Sanu”), which owns and operates the Yaramoko Mine together with the Company’s three other wholly-owned Burkina Faso subsidiaries which hold exploration permits in country to Soleil Resources International Limited (“SRI”)(the “Burkina Faso Transaction”), a private Mauritius company. Consideration for the sale comprises of:

●

$70 million cash upon closing of the Burkina Faso Transaction; and

●

The right to receive up to approximately $53.0 million of value added tax receivables upon the completion of certain conditions.

The completion of the Burkina Faso Transaction is subject to the payment of a cash dividend by Roxgold Sanu to Fortuna in the amount of $53.8 million (paid) plus $3.7 million in withholding tax (paid), receipt of the consent of the Minister of Mines to the transaction, and other customary conditions of closings for transactions of this nature. The transaction is expected to be completed in the second quarter of 2025. Refer to Fortuna news release “Fortuna announces sale of Yaramoko Mine, Burkina Faso” dated April 11, 2025.

As part of the transaction, given the limited remaining life of mineral reserves at the Yaramoko Mine (approximately one year), the Company and SRI agreed to an assumed handover of operations date of April 14, 2025. From April 15, 2025 onward SRI will accrue any benefits and the costs of owning Roxgold Sanu and the Burkinabe entities with the Company acting as a steward to support operations until the closing date. Upon completion of the Burkina Faso Transaction, the Company will issue updated production and cost guidance for the year for its remaining three operating mines, and will continue to actively pursue opportunities aligned with its strategic opportunities.

Increase of Government Ownership of the Yaramoko Mine

On March 14, 2025, the Company formally agreed to increase the State of Burkina Faso’s equity interest in Sanu from 10% to 15%, in line with the provisions of the 2024 Mining Code. The increase in the State’s ownership will be effective subsequent to the end of the first quarter of 2025.

Fortuna | 4

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

Sale of the San Jose Mine

On April 11, 2025, the Company completed the sale of its 100% interest in Compañia Minera Cuzcatlan S.A. de C.V. (“Cuzcatlan”), which has a 100% interest in the San Jose Mine in Oaxaca, Mexico, to JRC Ingenieria y Construccion S.A.C. (“JRC”) a private Peruvian company. Consideration for the sale comprises of:

●

The payment of $6.5 million;

●

The payment of $1.2 million for prepaid working capital items and taxes receivables by April 30, 2025; and

●

The right to receive up to approximately $8.3 million upon the completion of certain conditions.

As of the date of this MD&A the Company has received the $1.2 million for prepaid working capital items and $4.7 million of the contingent consideration.

In addition, the Company will receive a 1% net smelter return royalty on production from the San Jose Mine concessions payable after the first 6.1 million ounces of silver and the first 44,000 ounces of gold or 119,000 gold equivalent ounces have been mined or extracted from the property. Refer to Fortuna news release “Fortuna completes sale of non-core San Jose Mine, Mexico” dated April 14, 2025.

Share Buyback Program

During the quarter the Company repurchased and cancelled 916,900 common shares of the Company under its Normal Course Issuer Bid (NCIB) at a weighted average price of $4.53. Refer to Fortuna news release “Fortuna reports solid production of 103,459 gold equivalent ounces for the first quarter of 2025” dated April 10, 2025).

On April 30, 2025, the Company announced a renewal of its Normal Course Issuer Bid Program (“NCIB”) pursuant to which the Company can purchase up to five percent of its outstanding common shares. Under the NCIB, purchases of common shares may be made through the facilities of the TSX, the NYSE and/or alternative Canadian trading systems. The share repurchase program started on May 2, 2025 and will end on the earlier of May 1, 2026; the date the Company acquires the maximum number of common shares allowable under the NCIB; or the date the Company otherwise decides not to make any further repurchases under the NCIB.

HIGHLIGHTS FOR THE THREE MONTHS ENDED MARCH 31, 2025

Financial

●	Sales were $290.1 million, an increase of 44% from the $200.9 million reported in the three months ended March 31, 2024 (“2024”)

●	Mine operating income was $115.9 million, an increase of 67% from the $69.6 million reported in Q1 2024

●	Operating income was $91.9 million, an increase of $43.6 million from the $48.3 million in operating income reported in 2024

●	Attributable net income was $58.5 million or $0.19 per share, an increase from attributable net income of $26.3 million or $0.09 per share reported in 2024

●	Adjusted net income (refer to Non-IFRS Financial Measures) was $68.4 million compared to $30.5 million in 2024, representing a 124% quarter-over-quarter increase

●	Adjusted EBITDA (refer to Non-IFRS Financial Measures) was $150.1 million compared to $96.3 million reported in Q1 2024, representing a 56% quarter-over-quarter increase

●	Free cash flow from ongoing operations (refer to Non-IFRS Financial Measures) was $111.3 million compared to $17.3 million reported in Q1 2024, representing a 545% quarter-over-quarter increase

Fortuna | 5

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

●	Net cash provided by operating activities was $126.4 million, an increase of 158% from the $48.9 million reported in 2024

Operating

●	Gold production of 91,893 ounces, an 8% increase from Q1 2024

●	Silver production of 242,993 ounces, a 23% decrease from Q1 2024

●	Lead production of 8,836,127 pounds, a 7% decrease from Q1 2024

●	Zinc production of 13,772,278 pounds, a 13% increase from Q1 2024

●	Consolidated All-in Sustaining Costs (“AISC”) of $1,640 per ounce on a gold equivalent sold basis compared to $1,385 per ounce for 2024. See “Non-IFRS Measures - All-in Sustaining Cash Cost per Ounce of Gold Equivalent Sold” for additional information

Health & Safety

For the first quarter, the Company recorded one fatal accident, no lost time injuries (“LTI”), one restricted work injury (“RWI”) and one medical treatment injury (“MTI”) over 3.06 million hours worked. The total recordable injury frequency rate (“TRIFR”) was 0.98 total recordable injuries per million hours worked (3.10 at the end of Q1 2024). The LTI frequency rate (“LTIFR”) was 0.00 lost time injuries per million hours worked (1.13 at the end of Q1 2024).

Environment

No serious environmental incidents, no incidents of non-compliance related to water permits, standards, and regulations and no significant environmental fines were recorded during the first quarter of 2025.

Community Engagement

During the first quarter of 2025, there were no significant disputes at any of our sites. We recorded 389 local stakeholder engagement activities during the period. These included consultation meetings with local administration and community leaders, participation in ceremonies and courtesy visits.

Fortuna | 6

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

Operating and Financial Highlights

A summary of the Company’s consolidated financial and operating results for the three months ended March 31, 2025 are presented below:


	Three months ended March 31,
Consolidated Metrics	2025	2024	% Change
Selected highlights
Gold
Metal produced (oz)	91,893	85,145	8%
Metal sold (oz)	90,107	83,404	8%
Realized price ($/oz)	2,883	2,089	38%
Silver
Metal produced (oz)	242,993	315,460	(23%)
Metal sold (oz)	251,810	327,338	(23%)
Realized price ($/oz)	31.77	23.34	36%
Lead
Metal produced (000's lbs)	8,836	9,531	(7%)
Metal sold (000's lbs)	9,199	9,825	(6%)
Zinc
Metal produced (000's lbs)	13,772	12,183	13%
Metal sold (000's lbs)	13,826	12,466	11%
Unit Costs
Cash cost ($/oz Au Eq)1	929	744	25%
All-in sustaining cash cost ($/oz Au Eq)1,4	1,640	1,385	18%

Mine operating income	115.9	69.6	67%
Operating income	91.9	48.3	90%
Net income from continuing operations	68.0	29.6	130%
Attributable net income from continuing operations	61.7	26.7	131%
Attributable income from continuing operations per share - basic	0.20	0.09	122%
Attributable net income	58.5	26.3	123%
Attributable income per share - basic	0.19	0.09	111%
Adjusted attributable net income1	62.1	27.5	126%
Adjusted EBITDA1	150.1	96.3	56%
Net cash provided by operating activities	126.4	48.9	158%
Free cash flow from ongoing operations1	111.3	17.3	543%
Capital Expenditures2
Sustaining	24.1	32.4	(26%)
Sustaining leases	5.8	4.8	21%
Growth capital	15.4	5.4	185%
As at	March 31, 2025	December 31, 2024	% Change
Cash and cash equivalents and short term investments	309.4	231.3	34%
Total assets	2,186.6	2,115.5	3%
Debt	128.0	126.0	2%
Equity attributable to Fortuna shareholders	1,460.2	1,403.9	4%
1 Refer to Non-IFRS financial measures
2 Capital expenditures are presented on a cash basis
3 Non-sustaining expenditures include greenfields exploration
Figures may not add due to rounding
Discontinued operations have been removed where applicable

Fortuna | 7

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

FINANCIAL RESULTS

Sales


	Three months ended March 31,
	2025	2024	% Change
Provisional sales $
Lindero	53.2	45.2	18%
Yaramoko	95.1	56.9	67%
Séguéla	111.0	72.2	54%
Caylloma	30.6	26.9	14%
Adjustments1	0.2	(0.2)	200%
Total sales $	290.1	201.0	44%
1 Adjustments consists of mark to market, final price and assay adjustments
Based on provisional sales before final price adjustments. Net after payable metal deductions, treatment, and refining charges
Treatment charges are allocated to base metals at Caylloma
Discontinued operations have been removed

First Quarter 2025 vs First Quarter 2024

Consolidated sales for the three months ended March 31, 2025 were $290.1 million, a 44% increase from the $201.0 million reported in the same period in 2024. Sales by reportable segment for the three months ended March 31, 2025 were as follows:

●

Lindero recognized adjusted sales of $53.2 million from the sale of 18,655 ounces of gold, an 18% increase from the same period in 2024. Sales increased at Lindero as a result of higher realized metal prices of $2,877 per gold ounce compared to $2,072 in the previous period which was partially offset by lower ounces sold. Lower ounces sold was the result of lower production due to lower grades and the timing of leach kinetics which were in line with the mine plan. See "Results of Operations – Lindero Mine, Argentina" for additional information.

●

Yaramoko recognized adjusted sales of $95.1 million from the sale of 33,013 ounces of gold which was 67% higher than the same period in 2024. Higher gold sales at Yaramoko were driven by higher production as higher tonnes milled offset lower grades and higher realized metal prices of $2,881 per gold ounce compared to $2,095 in the comparable period. See "Results of Operations – Yaramoko Mine, Burkina Faso" for additional information.

●

Séguéla recognized adjusted sales of $111.0 million from the sale of 38,439 ounces of gold an increase of 54% over the previous period. Higher sales at Séguéla in the first quarter of 2025 were the result of higher tonnes milled as the mine realized the benefits of optimization projects undertaken in 2024 as well as higher realized metal prices. Realized gold prices for the quarter were $2,888 compared to $2,095 in the previous period. See "Results of Operations – Séguéla Mine, Côte d’Ivoire" for additional information.

●

Caylloma recognized adjusted sales of $30.6 million compared to $26.9 million reported in the same period in 2024. The increase in sales was primarily the result of higher realized silver prices offsetting lower silver production. See "Results of Operations – Caylloma Mine, Peru" for additional information.

Fortuna | 8

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

Operating Income (Loss) and Adjusted EBITDA


	Three months ended March 31,
	2025		%1	2024		%1
Operating income (loss)
Lindero		17.5	33%		7.7	17%
Séguéla		44.5	40%		22.8	32%
Yaramoko		35.9	38%		19.5	34%
Caylloma		10.5	34%		8.3	31%
Corporate		(16.5)			(10.0)
Total		91.9	32%		48.3	24%

Adjusted EBITDA2
Lindero		28.2	53%		21.3	47%
Séguéla		71.5	64%		44.6	62%
Yaramoko		51.8	55%		28.6	50%
Caylloma		14.9	48%		11.7	43%
Corporate		(16.3)			(9.9)
Total		150.1	52%		96.3	48%
1 As a Percentage of Sales
2 Refer to Non-IFRS Financial Measures
Figures may not add due to rounding
Discontinued operations have been removed

First Quarter 2025 vs First Quarter 2024

Operating income for the three months ended March 31, 2025 was $91.9 million, an increase of $43.6 million over the same period in 2024 which was primarily due to:

●

Higher operating income at the Lindero Mine was primarily the result of higher sales as noted above. Costs for the first quarter of 2025 were generally in line with the comparable period as higher explosives and labour costs were offset by higher capitalized stripping and depletion was lower due to lower ounces sold.

●

Yaramoko operating income was $16.4 million higher as a result of higher sales. This was partially offset by higher costs as stripping costs at the 109 Zone open pit and underground development costs are no longer being capitalized and a higher depletion cost per ounce as depletion rates were revised after the elimination of the 55 Zone open pit from reserves at the end of 2024.

●

Séguéla recognized operating income of $44.5 million in the first quarter compared to $22.8 million in the comparable period. The increase in operating income was a result of higher sales and partially offset by higher mining costs due to higher stripping in line with the mine plan and a 2% increase in government royalties which took effect on January 10, 2025. Operating income for the first quarter of 2025 included $18.5 million in depletion related to the purchase price of Roxgold Inc. in 2021.

●

Operating income at the Caylloma Mine for the first quarter of 2025 was $2.2 million higher than the comparable period of 2024 as a result of higher sales.

After adjusting for items that are not indicative of future operating earnings, adjusted EBITDA (refer to Non-IFRS Financial Measures) was $150.1 million for the three months ended March 31, 2025, an increase of $53.8 million over the same period in 2024. Higher adjusted EBITDA was primarily the result of higher sales.

The most comparable IFRS measure to the Non-IFRS measure adjusted EBITDA is net income. Net income for the three months ended March 31, 2025 was $64.8 million. Refer to the discussion above and to the section entitled “Non-IFRS Measures” for more detailed information.

Fortuna | 9

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

All-in Sustaining Cost (“AISC”)

First Quarter 2025 vs First Quarter 2024

Consolidated AISC per gold equivalent ounce (“GEO”) sold for the first quarter of 2025 was $1,640 compared to $1,385 per ounce for the comparable quarter. Higher cash costs of $929 per ounce compared to $744 per ounce was a contributing factor as mining costs increased at Séguéla as stripping ratios increased in line with the mine plan and at Yaramoko the mine stopped capitalizing underground development and stripping costs. AISC was also impacted by higher royalties due to an increase in the gold price as well as a 2% increase in the royalty rate at Séguéla effective January 10, 2025 and higher G&A related to higher share based compensation. Refer to “Non-IFRS Financial Measures – All-in Sustaining Cost Per Gold Equivalent Ounce Sold”.

General and Administrative (“G&A”) Expenses


	Three months ended March 31,
(Expressed in millions)	2025		2024		% Change
Mine G&A		8.9		6.0	48%
Corporate G&A		7.3		8.5	(14%)
Share-based payments		9.1		2.2	314%
Workers' participation		-		0.1	(100%)
Total		25.3		16.8	51%

G&A expenses for the three months ended March 31, 2025 increased 51% to $25.3 million compared to $16.8 million reported in the same period in 2024. The increase in G&A was primarily due to higher share-based payments due to a 42% increase in the share price during the quarter and the impact on the valuation of share units expected to settle in cash.

Foreign Exchange

Foreign exchange gain for the three months ended March 31, 2025 was $2.1 million compared to a foreign exchange loss of $4.0 million reported in the same period in 2024. The foreign exchange gain for the quarter was primarily driven by unrealized gains of $3.9 million in West Africa as the Euro strengthened relative to the US Dollar and the impact on cash and VAT balances that are denominated in West African Francs.

Income Tax Expense

The Company is subject to tax in various jurisdictions, including Peru, Mexico, Argentina, Côte d’Ivoire, Burkina Faso, Senegal, Australia, and Canada. There are a number of factors that can significantly impact the Company’s effective tax rate (“ETR”) including the geographic distribution of income, variations in our income before income taxes, varying rates in different jurisdictions, the non-recognition of tax assets, local inflation rates, fluctuation in the value of the United States dollar and foreign currencies, changes in tax laws, and the impact of specific transactions and assessments. As a result of the number of factors that can potentially impact the ETR and the sensitivity of the tax provision to these factors, the ETR will fluctuate, sometimes significantly. This trend is expected to continue in future periods.

Income tax expense for the three months ended March 31, 2025 was $22.2 million compared to $15.4 million reported in the same period in 2024. The $6.8 million increase in income tax expense was due to higher net income before taxes and was partially offset by higher deferred tax recovery at Séguéla due to the impact of foreign exchange rates on tax assets denominated in West African Francs.

Fortuna | 10

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

The ETR for the three months ended March 31, 2025 was 25% compared to 34% for the same period in 2024. The decrease in the ETR was the result of higher income before tax and higher deferred tax recovery from the impact of foreign exchange rates on tax assets denominated in West African francs.

Fortuna | 11

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

RESULTS OF OPERATIONS

Lindero Mine, Argentina

The Lindero Mine is an open pit gold mine located in Salta Province in northern Argentina. Its commercial product is gold doré. The table below shows the key metrics used to measure the operating performance of the mine: tonnes placed on the leach pad, grade, production, and unit costs:


	Three months ended March 31,
	2025	2024
Mine Production
Tonnes placed on the leach pad	1,753,016	1,547,323

Gold
Grade (g/t)	0.55	0.60
Production (oz)	20,320	23,262
Metal sold (oz)	18,655	21,719
Realized price ($/oz)	2,877	2,072

Unit Costs
Cash cost ($/oz Au)1	1,147	1,008
All-in sustaining cash cost ($/oz Au)1,3	1,911	1,511

Capital Expenditures ($000's)2
Sustaining	12,362	9,807
Sustaining leases	582	598
Growth Capital	307	154
1 Cash cost and All-in sustaining cash cost are non-IFRS financial measures. Refer to Non-IFRS Financial Measures.

2 Capital expenditures are presented on a cash basis

Quarterly Operating and Financial Highlights

In the first quarter of 2025, a total of 1,753,016 tonnes of ore were placed on the heap leach pad, with an average gold grade of 0.55 g/t, containing an estimated 30,943 ounces of gold. Ore mined was 1.46 million tonnes, with a stripping ratio of 1.8:1.

Lindero’s gold production for the quarter was 20,320 ounces, comprised of 18,983 ounces in doré bars, 615 ounces contained in rich fine carbon, 39 ounces contained in copper precipitate, and 683 ounces contained in precipitated sludge. The 13% decrease in production compared to Q1 2024 was a result of lower grades and timing of leach kinetics.

The cash cost per ounce of gold for the quarter was $1,147 compared to $1,008 in the same period of 2024. The increase in cash cost per ounce of gold for the quarter was primarily due to the impact on operating costs of the appreciation of the Argentine peso over 2024 and lower ounces sold.

AISC per gold ounce sold during Q1 2025 was $1,911, compared to $1,511 in Q1 2024. Higher AISC was the result of higher cash costs as described above and higher sustaining capital as the site completed work on the leach pad expansion. AISC includes a $1.3 million investment gain (Q1 2024: $2.6 million) from cross border Argentine pesos denominated bond trades.

As of March 31, 2025, the leach pad expansion project was completed, with minor close-out activities and demobilization now taking place.

Fortuna | 12

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

Yaramoko Mine, Burkina Faso

The Yaramoko Mine is located in south-western Burkina Faso, and began commercial production in 2016. The operation consists of two underground mines and an open pit feeding ore to a traditional gold processing facility where the ore is crushed, milled and subject to carbon-in-leach extraction processes, prior to electrowinning and refining where gold is poured to doré bars. The table below shows the key metrics used to measure the operating performance of the mine: tonnes milled, grade, production, and unit costs:


	Three months ended March 31,
	2025	2024
Mine Production
Tonnes milled	134,692	107,719

Gold
Grade (g/t)	7.81	8.79
Recovery (%)	97	98
Production (oz)	33,073	27,177
Metal sold (oz)	33,013	27,171
Realized price ($/oz)	2,881	2,095

Unit Costs
Cash cost ($/oz Au)1	1,059	752
All-in sustaining cash cost ($/oz Au)1	1,411	1,373

Capital Expenditures ($000's)2
Sustaining	1,517	10,983
Sustaining leases	982	1,050
1 Cash cost and All-in sustaining cash cost are non-IFRS financial measures. Refer to Non-IFRS Financial Measures.
2 Capital expenditures are presented on a cash basis

Quarterly Operating and Financial Highlights

In the first quarter of 2025, the Yaramoko Mine treated 134,692 tonnes of ore and produced 33,073 ounces of gold with an average gold head grade of 7.81g/t, a 22% increase and 11% decrease, respectively, when compared to the same period in 2024. Lower grades were the result of stope sequencing which was offset by higher tonnes from increased underground production and the start of mining at the 109 Zone open pit.

The cash cost per ounce of gold sold for the quarter ended March 31, 2025, was $1,059 compared to $752 in the same period in 2024. Higher cash costs were the result of stripping and underground development costs being expensed as the mine is in its last year of production.

The all-in sustaining cash cost per gold ounce sold was $1,411 for the quarter ended March 31, 2025, compared to $1,373 in the same period of 2024, the increase is mainly due to higher cash costs and an increase in royalties from higher gold prices.

Subsequent to quarter end, the Company entered into a share purchase agreement to sell the Yaramoko Mine. The sale should be completed in the second quarter of 2025. Refer to “Corporate Developments”.

Fortuna | 13

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

Séguéla Mine, Côte d’Ivoire

The Séguéla Mine is located in the Woroba District of Côte d’Ivoire. The operation consists of an open pit mine, feeding ore to a single stage crushing circuit, with crushed ore being fed to a SAG mill followed by conventional carbon-in-leach and gravity recovery circuits prior to electro winning and smelting of gold doré. The table below shows the key metrics used to measure the operating performance of the mine: tonnes milled, grade, production, and unit costs:


	Three months ended March 31,
	2025	2024
Mine Production
Tonnes milled	444,004	394,837
Average tonnes crushed per day	4,933	4,339

Gold
Grade (g/t)	2.76	2.79
Recovery (%)	93	94
Production (oz)	38,500	34,556
Metal sold (oz)	38,439	34,450
Realized price ($/oz)	2,888	2,095

Unit Costs
Cash cost ($/oz Au)1	650	459
All-in sustaining cash cost ($/oz Au)1	1,290	948

Capital Expenditures ($000's)2
Sustaining	8,613	7,923
Sustaining leases	3,639	2,265
Growth capital	9,207	1,035
1 Cash cost and All-in sustaining cash cost are non-IFRS financial measures. Refer to Non-IFRS Financial Measures.
2 Capital expenditures are presented on a cash basis

Quarterly Operating and Financial Highlights

During the first quarter of 2025, mine production totaled 477,333 tonnes of ore, averaging 2.53 g/t Au, and containing an estimated 38,869 ounces of gold from the Antenna, Ancien, and Koula pits. Movement of waste during the quarter totaled 5,467,358 tonnes, for a strip ratio of 11.5:1. Mining continued to be focused on the Antenna, Koula, and Ancien Pits.

In the first quarter of 2025, Séguéla processed 444,004 tonnes of ore, producing 38,500 ounces of gold, at an average head grade of 2.76 g/t Au, a 12% increase and a 1% decrease, respectively, compared to the first quarter of 2024. Higher gold production was the result of higher tonnes processed due to throughput achievements in previous quarters. Mill throughput averaged 216 t/hr, 40% above name plate capacity.

Cash cost per gold ounce sold was $650 for the first quarter of 2025 compared to $459 for the first quarter of 2024. The increase in cash costs was a result of higher mining costs due to higher stripping requirements in line with the mine plan, and higher processing costs incurred.

All-in sustaining cash cost per gold ounce sold was $1,290 for the first quarter of 2025 compared to $948 in the same period of the previous year. The increase for the quarter was primarily the result of higher cash costs and higher sustaining capital from stripping and advancement of the stage 3 tailings lift to support higher production at Séguéla, as well as higher royalties due to higher gold prices and a 2% increase in the royalty rate effective January 10, 2025.

Fortuna | 14

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

Higher growth capital expenditures for the first quarter of 2025 compared to 2024 was primarily the result of relocation of a government communications antenna on the property at the mine site.

Fortuna | 15

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

Caylloma Mine, Peru

Caylloma is an underground silver, lead, and zinc mine located in the Arequipa Department in southern Peru. Its commercial products are silver-lead and zinc concentrates. The table below shows the key metrics used to measure the operating performance of the mine: tonnes milled, grade, recovery, silver, gold, lead, and zinc production and unit costs:


	Three months ended March 31,
	2025	2024
Mine Production
Tonnes milled	136,659	137,096
Average tonnes milled per day	1,553	1,540

Silver
Grade (g/t)	67	87
Recovery (%)	83	82
Production (oz)	242,993	315,460
Metal sold (oz)	250,284	325,483
Realized price ($/oz)	31.77	23.34

Gold
Grade (g/t)	-	0.12
Recovery (%)	-	29
Production (oz)	-	150
Metal sold (oz)	-	63
Realized price ($/oz)	-	2,024

Lead
Grade (%)	3.21	3.48
Recovery (%)	91	91
Production (000's lbs)	8,836	9,531
Metal sold (000's lbs)	9,199	9,825
Realized price ($/lb)	0.89	0.95

Zinc
Grade (%)	5.01	4.46
Recovery (%)	91	90
Production (000's lbs)	13,772	12,183
Metal sold (000's lbs)	13,826	12,466
Realized price ($/lb)	1.29	1.11

Unit Costs
Cash cost ($/oz Ag Eq)1,2	12.80	11.61
All-in sustaining cash cost ($/oz Ag Eq)1,2	18.74	17.18

Capital Expenditures ($000's)3
Sustaining	1,615	3,735
Sustaining leases	631	906
Growth Capital	249	-
1 Cash cost silver equivalent and All-in sustaining cash cost silver equivalent are calculated using realized metal prices for each period respectively
2 Cash cost silver equivalent, and All-in sustaining cash cost silver equivalent are Non-IFRS Financial Measures, refer to Non-IFRS Financial Measures
3 Capital expenditures are presented on a cash basis

Fortuna | 16

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

Quarterly Operating and Financial Highlights

In the first quarter of 2025, the Caylloma Mine produced 242,993 ounces of silver at an average head grade of 67 g/t, a 23% decrease when compared to the same period in 2024.

Lead and zinc production for the quarter was 8.8 million pounds and 13.8 million pounds, respectively. Head grades averaged 3.21% and 5.01%, an 8% decrease and 12% increase, respectively, when compared to the same quarter in 2024. Production was lower due to lower head grades and was in line with the mine plan.

The cash cost per silver equivalent ounce sold in the first quarter of 2025, was $12.80 compared to $11.61 in the same period in 2024. The higher cost per ounce for the quarter was primarily the result of lower silver production and the impact of higher realized silver prices on the calculation of silver equivalent ounce sold.

The all-in sustaining cash cost per ounce of payable silver equivalent in the first quarter of 2025, increased 9% to $18.74, compared to $17.18 for the same period in 2024. The increase for the quarter was the result of higher cash costs per ounce and lower silver equivalent ounces due to higher silver prices and higher workers’ participation costs.

Fortuna | 17

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

QUARTERLY INFORMATION

The following table provides information for the last eight fiscal quarters up to March 31, 2025:


	Q1 2025	Q4 2024	Q3 2024	Q2 2024	Q1 2024	Q4 2023	Q3 2023	Q2 2023
Sales	290.1	274.0	251.0	229.7	200.9	231.3	199.6	128.9
Mine operating income	115.9	107.1	87.7	75.2	69.6	58.9	59.5	31.8
Operating income (loss)	91.9	62.1	75.6	51.9	48.3	33.2	41.5	14.0
Net income (loss)	64.8	15.1	54.4	43.3	29.1	(89.8)	30.9	3.5
Attributable net income (loss)	58.5	11.3	50.5	40.6	26.3	(92.3)	27.5	3.1
Attributable net income (loss) from continuing operations	61.7	21.1	53.7	37.4	26.7	21.0	24.3	5.6

Attributable earnings per share from continuing operations - basic	0.20	0.07	0.17	0.12	0.09	0.07	0.08	0.02
Attributable earnings per share from continuing operations - diluted	0.20	0.07	0.17	0.12	0.09	0.07	0.08	0.02

Total assets	2,186.6	2,115.5	2,083.6	2,024.8	1,947.4	1,967.9	2,046.6	1,991.5
Debt	128.0	126.0	124.1	167.2	167.6	206.8	246.6	285.9

Figures may not add due to rounding

Amounts have been restated to reflect the impact of discontinued operations

The Company’s results over the past several quarters have primarily been influenced by fluctuations in the gold price, input costs, changes in gold equivalent production, foreign exchange rates and the commencement of commercial production at Séguéla in Q3 2023.

Significant events that have impacted previous quarters include:

●

Q4 2024 was impacted by a number of one-time items including a $14.5 million write-off for the Boussoura exploration property and a $7.2 million charge due to an increase in the asset retirement obligation liability at San Jose

●

The recognition of a deferred tax recovery of $12.0 million to offset the deferred tax liability from the issuance of the 2024 Notes in Q2 2024

●

An impairment charge of $90.6 million in Q4 2023 and a number of one-time items including a write-down of long term stockpiles of $5.4 million and a write-down of materials inventory of $5.5 million

EXPLORATION AND EVALUATION

The Company capitalizes the cost of acquiring, maintaining its interest, and exploring mineral properties as exploration and evaluation assets until such time as the properties are placed into development, abandoned, sold, or considered to be impaired in value. Sustaining capital expenditures primarily consists of exploration activities to expand a known reserve. Growth capital primarily consists of exploration activities to make new discoveries or convert a discovery to a reserve. Exploration and evaluations expenditures for which the Company does not have title or rights are expensed when incurred.

Fortuna | 18

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)


	Three months ended March 31,
Exploration by region	2025	2024
Mine site	6.1	8.8
Argentina	-	0.2
Cote d’Ivoire	0.5	-
Senegal	0.2	-
Diamba Sud	2.7	3.7
Mexico	0.7	0.1
Total exploration	10.2	12.8
Sustaining	0.1	5.8
Growth	10.0	6.9
Figures may not add due to rounding
Discontinued operations removed

Mine site exploration for the three months ending March 31, 2025 was primarily focused on resource expansion of the Sunbird and Kingfisher deposits at Séguéla with a total of 12,891 meters of RC drilling and 10,298 meters of diamond drilling completed. Preparatory work was also completed at Caylloma and Lindero ahead of drilling commencing in the second quarter of 2025.

Greenfields exploration activities in Cote d’Ivoire focused on initial target generation and testing via soil and auger sampling at Guiglo and RC drilling at Tongon North. In Senegal, drilling to expand the resource at Diamba Sud continued with 9,045 meters of RC drilling and 5,816 meters of diamond core drilled, while target generation across Diamba Sud and the adjacent Bondala property continued.

LIQUIDITY AND CAPITAL RESOURCES

Cash and Cash Equivalents

The Company had cash and cash equivalents of $305.0 million at March 31, 2025 compared to $231.3 million at the end of 2024. The increase in cash and cash equivalents was the result of higher metal prices driving higher free cash flow from operations. Significant cash flow movements for the quarter are described below.

Operating Activities

Cash flow generated from operating activities for the quarter ending March 31, 2025 increased to $126.4 million compared to $48.9 million in the first quarter of 2024. The increase in operating cash flow was a result of higher metal prices driving higher sales and the timing of payments and other working capital movements, partially offset by $5.7 million in severance payments related to the San Jose Mine being placed on care and maintenance. Negative working capital movements for the quarter were the result of an increase in VAT receivables at Séguéla and Yaramoko due to delays in collection, an increase in inventories as stockpiles increased at Séguéla and timing of payables.

Fortuna | 19

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

Investing Activities

For the three months ended March 31, 2025 the Company invested $39.6 million in capital expenditures on a cash basis as outlined in the table below.


	Three months ended March 31,
Capital investments	2025	2024
Lindero	12.7	9.8
Yaramoko	1.5	11.0
Séguéla	17.2	9.0
Caylloma	1.9	3.7
Mine site capital	33.3	33.4
Projects and other	5.6	4.2
Greenfields	0.6	0.2
Total capital	39.5	37.8
Sustaining	24.1	32.4
Growth	15.4	5.4
Figures may not add due to rounding
Discontinued operations removed

Capital expenditures primarily consisted of stripping at both Lindero and Séguéla, final construction costs for the Lindero leach pad and exploration and study activities at Diamba Sud.

During the quarter, the Company also realized a gain of $1.3 million on blue chip swaps and invested $4.4 million in short term financial instruments in Argentina as part of a strategy to reduce foreign exchange exposure.

Financing Activities

During the quarter, the Company repurchased $4.2 million worth of common shares under the NCIB program and spent $6.0 million in right of use payments.

Capital Resources

The Company maintains a $150.0 million revolving credit facility (the “Credit Facility”) with an uncommitted accordion option of $75.0 million. The Credit Facility matures on October 31, 2028 and accrues interest on USBR Loans at the applicable US base rate plus an applicable margin of between 1.25% and 2.25% across all levels of the margin grid, and on Benchmark Loans at the adjusted term SOFR rate for the applicable term plus the applicable margin of between 2.25% and 3.25% across all levels of the margin grid.

As at May 7, 2025, the Credit Facility remains undrawn excluding letters of credit.


	March 31, 2025		December 31, 2024		Change
Cash and cash equivalents and short term investments		309.4		231.3		78.1
Credit facility		150.0		150.0		-
Total liquidity available		459.4		381.3		78.1
Amount drawn on credit facility1		-		-		-
Net liquidity position		459.4		381.3		78.1
1Excluding letters of credit

Figures may not add due to rounding

Fortuna | 20

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

Contractual Obligations

Significant changes to our commitments and contractual obligations as at March 31, 2025 are outlined below:


	Expected payments due by year as at March 31, 2025
	Less than			After
	1 year	1 - 3 years	4 - 5 years	5 years	Total
Trade and other payables	146.8	-	-	-	146.8
Debt	-	-	172.5	-	172.5
Closure and reclamation provisions	5.2	28.6	11.2	38.3	83.3
Income taxes payable	98.2	-	-	-	98.2
Lease obligations	25.8	47.1	4.8	6.0	83.7
Other liabilities	-	2.3	-	-	2.3
Total	276.0	78.0	188.5	44.3	586.8
Figures may not add due to rounding

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements or commitments that are expected to have a current or future effect on the financial condition, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

FINANCIAL INSTRUMENTS

The Company does not utilize complex financial instruments in hedging foreign exchange or interest exposure. Any hedging activity requires approval of the Company’s Board of Directors. The Company will not hold or issue derivative instruments for speculative or trading purposes.

Provisional priced trade receivables of $14.3 million are the Company’s only level 2 fair valued instruments and no level 3 instruments are held.

Provisionally priced trade receivables are valued using forward London Metal Exchange prices until final prices are settled at a future date. The forward sales, and forward foreign exchange contracts liabilities are valued based on the present value of the estimated contractual cash flows. Estimates of future cash flows are based on quoted swap rates, futures prices and interbank borrowing rates. These are discounted using a yield curve, and adjusted for credit risk of the Company or the counterparty.

See note 3 (section m) and Note 28 of the 2024 Financial Statements for a discussion of the Company’s use of financial instruments, including a description of liquidity risks associated with such instruments.

SHARE POSITION & OUTSTANDING OPTIONS & EQUITY BASED SHARE UNITS

The Company has 306,959,986 common shares outstanding as at May 7, 2025. In addition, there were 1,966,507 outstanding equity-settled share-based performance share units.

All of the outstanding share-settled performance units are subject to a multiplier ranging from 50% to 200% depending on the achievement level of certain performance targets.

On June 10, 2024, the Company issued an aggregate principal amount of $172.5 million of unsecured convertible senior notes (the “2024 Notes”). Subject to earlier redemption or purchase, holders may convert their 2024 Notes at any time until the close of business on the business day immediately preceding June 30, 2029. Upon conversion, holders of the 2024 Notes will receive common shares in the capital of the Company based on an initial conversion rate, subject to adjustment, of 151.7220 common shares per $1,000 principal amount of 2024 Notes.

Fortuna | 21

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

Normal Course Issuer Bid

During the quarter the Company repurchased and cancelled 919,600 common shares of the Company under its Normal Course Issuer Bid (NCIB) at a weighted average price of $4.53. Refer to Fortuna news release “Fortuna reports solid production of 103,459 gold equivalent ounces for the first quarter of 2025” dated April 10, 2025.

On April 30, 2025, the Company announced that the TSX had approved the renewal of the Company’s NCIB to purchase up to 15,347,999 common shares, being 5 percent of its outstanding common shares as at April 28, 2025. Under the NCIB, purchases of common shares may be made through the facilities of the TSX, the NYSE and/or alternative Canadian trading systems. The share repurchase program started on May 2, 2025 and will end on the earlier of May 1, 2026; the date the Company acquires the maximum number of common shares allowable under the NCIB; or the date the Company otherwise decides not to make any further repurchases under the NCIB.

RELATED PARTY TRANSACTIONS

The Company has entered into the following related party transactions during the three months ended March 31, 2025 and 2024:

(a) Key Management Personnel

During the three months ended March 31, 2025 and 2024, the Company was charged for consulting services by Mario Szotlender, a director of the Company.

On March 28, 2025 the Company reached an agreement to sell its 100% interest in Cuzcatlan to JRC. The transaction subsequently closed on April 11, 2025. Luis D. Ganoza, the Company’s Chief Financial Officer, is an independent, non-shareholding director of JRC and disclosed this relationship to the Fortuna board of directors.

Amounts paid to key management personnel were as follows:


	Three months ended March 31,
(Expressed in $ thousands)	2025		2024
Salaries and benefits		2,943		2,931
Directors fees		218		215
Consulting fees		21		17
Share-based payments		5,619		1,741
		8,801		4,904

NON-IFRS FINANCIAL MEASURES

The Company has disclosed certain financial measures and ratios in this MD&A which are not defined under IFRS and are not disclosed in the Financial Statements, including but not limited to: all-in costs; cash cost per ounce of gold; all-in sustaining costs; all-in sustaining cash cost per ounce of gold sold; all-in sustaining costs per ounce of gold equivalent sold; all in cash cost per ounce of gold sold; cash cost per payable ounce of silver equivalent; all-in sustaining cash cost per payable ounce of silver equivalent sold; sustaining capital; growth capital; all-in cash cost per payable ounce of silver equivalent sold; free cash flow and free cashflow from ongoing operations; adjusted net income; adjusted attributable net income; adjusted EBITDA; net debt and working capital.

Fortuna | 22

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

These non-IFRS financial measures and non-IFRS ratios are widely reported in the mining industry as benchmarks for performance and are used by Management to monitor and evaluate the Company's operating performance and ability to generate cash. The Company believes that, in addition to financial measures and ratios prepared in accordance with IFRS, certain investors use these non-IFRS financial measures and ratios to evaluate the Company’s performance. However, the measures do not have a standardized meaning under IFRS and may not be comparable to similar financial measures disclosed by other companies. Accordingly, non-IFRS financial measures and non-IFRS ratios should not be considered in isolation or as a substitute for measures and ratios of the Company’s performance prepared in accordance with IFRS. The Company has calculated these measures consistently for all periods presented with the exception of the following:

●

The calculation of All-in Sustaining Costs was adjusted in Q4 2024 to include blue-chip swaps in Argentina. Please refer to the 2024 MD&A for details of the change.

●

The calculations of Adjusted Net Income and Adjusted Attributable Net Income were revised to no longer remove the income statement impact of right of use amortization and accretion and add back the right of use payments from the cash flow statement. Management elected to make this change to simplify the reconciliation from net income to adjusted net income to improve transparency and because the net impact was immaterial.

●

Where applicable the impact of discontinued operations have been removed from the comparable figures. The method of calculation has not been changed except as described above.

The following table outlines the non-IFRS financial measures and ratios, their definitions, the most directly comparable IFRS measures and why we use these measures.


Non-IFRS Financial Measure or Ratio	Definition	Most Directly Comparable IFRS Measure	Why we use this measure and why it is useful to investors
Silver Equivalent Ounces Sold	Silver equivalent ounces are calculated by converting other metal production to its silver equivalent using relative metal/silver metal prices at realized prices and adding the converted metal production expressed in silver ounces to the ounces of silver production.	Silver Ounces Sold	Management believes this provides a consistent way to measure costs and performance.
Gold Equivalent Ounces Sold	Gold equivalent ounces are calculated by converting other metal production to its gold equivalent using relative metal/gold metal prices at realized prices and adding the converted metal production expressed in gold ounces to the ounces of gold production.	Gold Ounces Sold
Cash Costs	Cash costs include all direct and indirect operating cash costs related directly to the physical activities of producing metals, including mining and processing costs, third-party refining and treatment charges, on-site general and administrative expenses, applicable production taxes and royalties which are not based on sales or taxable income calculations , net of by-product credits, but are exclusive of the impact of non-cash items that are included as part of the cost of sales that is calculated in the consolidated Income Statement including depreciation and depletion, reclamation, capital, development and exploration costs.	Cost of Sales	Management believes that cash cost and AISC measures provide useful information regarding the Company's ability to generate operating earnings and cash flows from its mining operations, and uses such measures to monitor the performance of the Company's mining operations. In addition, the Company believes that each measure provides useful information to investors in comparing, on a mine-by-mine basis, our operations relative performance on a period-by-period basis, against our competitors operations.
Cash Cost Per Ounce	This ratio is calculated by dividing cash costs by gold or silver equivalent ounces sold in the period.

Fortuna | 23

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)


Non-IFRS Financial Measure or Ratio		Definition	Most Directly Comparable IFRS Measure	Why we use this measure and why it is useful to investors
All-In Sustaining Costs (AISC)		The Company, in conjunction with an initiative undertaken within the gold mining industry, has adopted AISC and all-in sustaining cost measures based on guidance published by World Gold Council ("WGC"). The Company conforms its AISC and all-in cash cost definitions to that set out in the guidance and the Company has presented the cash cost figures on a sold ounce basis. We define All-in Sustaining Costs as total production cash costs incurred at the applicable mining operation but excludes mining royalty recognized as income tax within the scope of IAS-12, as well as non-sustaining capital expenditures. Sustaining capital expenditures, corporate selling, general and administrative expenses, gains from blue-chip swaps and brownfield exploration expenditures are added to the cash cost. AISC is estimated at realized metal prices.
AISC per Ounce Sold		This ratio is calculated by dividing AISC by gold or silver equivalent ounces sold in the period.
All-In Costs		All-In Costs is calculated consistently with AISC but is inclusive of non-sustaining capital.
Sustaining Capital		Sustaining capital represents the necessary capital investments to maintain current operations at their existing including such as capitalized stripping and underground development.	Additions to Property Plant and Equipment	Management believes that sustaining and growth capital provide useful information to investors regarding the Company’s investment activities to both maintain the existing operations and invest in the future growth of the Company.
Growth Capital		Growth capital represents the capital investments necessary to expand current operations, develop new projects and build significant infrastructure.	Additions to Property Plant and Equipment
Free cash Flow From Ongoing Operations		Free cash flow from ongoing operations is defined as net cash provided by operating activities, less sustaining capital expenditures and current income tax expense and adding back income taxes paid, changes in long-term receivable sustaining capital expenditures, one time transaction costs, payments of lease liabilities and other non-recurring items.	Net Cash Provided by Operating Activities	This non-IFRS measure is used by the Company and investors to measure the cash flow available from its operations to fund the Company’s growth through investments and capital expenditures.
Free Cash Flow	Free cash flow is defined as net cash provided by operating activities less sustaining and growth capital expenditures and payment of lease obligations.		Net Cash Provided by Operating Activities	This non-IFRS measure is used by the Company to measure cash flow available after funding growth and sustaining capital and lease obligations to fund corporate activities without reliance on additional borrowings.

Fortuna | 24

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)


Non-IFRS Financial Measure or Ratio	Definition	Most Directly Comparable IFRS Measure	Why we use this measure and why it is useful to investors
Adjusted Net Income and Adjusted Attributable Net Income	Adjusted net income and adjusted attributable net income excludes the after-tax impact of specific items that are significant, which the Company believes are not reflective of the Company’s underlying performance for the reporting period, gains and losses and other one-time costs related to acquisitions, impairment charges (reversals), and certain non-recurring items. Although some of the items are recurring, such as; loss on disposal of assets and non-hedge derivative gains and losses, the Company believes that they are not reflective of the underlying operating performance of its current business and are not necessarily indicative of future operating results.	Net Income	Management believes that in addition to conventional measures prepared in accordance with IFRS, the Company and certain investors and analysts use this information and information obtained from conventional IFRS measures to evaluate the Company’s performance.
Adjusted EBITDA	Adjusted EBITDA is a non-IFRS measure which is calculated as net income before interest, taxes, depreciation, and amortization, adjusted to exclude specific items that are significant, but not reflective of the Company's underlying operations, gains and losses and other one-time costs related to acquisitions, impairment charges (reversals), unrealized gains (losses) on derivatives and certain non-recurring items, included in “Other expenses” on the Consolidated Income Statement. Other companies may calculate Adjusted EBITDA differently.	Net Income	Management believes that adjusted EBITDA provides valuable information as an indicator of the Company’s ability to generate operating cash flow to fund working capital needs, service debt obligations and fund capital expenditures. Adjusted EBITDA is also a common metric that provides additional information used by investors and analysts for valuation purposes based on an observed or inferred relationship between adjusted EBITDA and market value.
Working Capital	Working capital is a non-IFRS measure which is calculated by subtracting current liabilities from current assets.	Current Assets, Current Liabilities	Management believes that working capital is a useful indicator of the liquidity of the Company.
Net Debt	Net debt is a Non-IFRS measure which is calculated by adding together current and long term debt and then subtracting cash and cash equivalents.	Current Debt, Long Term Debt, Cash and Cash Equivalents	Management believes that net debt is a useful indicator of the liquidity of the Company.

Fortuna | 25

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

Cash Cost per Ounce of Gold Equivalent Sold

The following tables presents a reconciliation of cash cost per ounce of gold equivalent sold to the cost of sales in the Q1 2025 Financial Statements for the three months ended March 31, 2025 and 2024:


Cash Cost Per Gold Equivalent Ounce Sold - Q1 2025	Lindero	Yaramoko	Séguéla	Caylloma	GEO Cash Costs
Cost of sales	31,805	59,577	65,425	17,463	174,272
Depletion, depreciation, and amortization	(9,799)	(16,900)	(30,310)	(4,369)	(61,378)
Royalties and taxes	(94)	(7,729)	(10,133)	(240)	(18,196)
By-product credits	(731)	-	-	-	(731)
Other	123	-	-	(659)	(536)
Treatment and refining charges	-	-	-	50	50
Cash cost applicable per gold equivalent ounce sold	21,304	34,948	24,982	12,245	93,479
Ounces of gold equivalent sold	18,580	33,013	38,439	10,542	100,574
Cash cost per ounce of gold equivalent sold ($/oz)	1,147	1,059	650	1,162	929
Gold equivalent was calculated using the realized prices for gold of $2,882/oz Au, $31.8/oz Ag, $1,971/t Pb, and $2,841/t Zn for Q1 2025.
Figures may not add due to rounding


Cash Cost Per Gold Equivalent Ounce Sold - Q1 2024	Lindero	Yaramoko	Séguéla	Caylloma	GEO Cash Costs
Cost of sales	34,049	34,951	45,209	17,105	131,314
Depletion, depreciation, and amortization	(11,580)	(10,215)	(23,916)	(3,824)	(49,535)
Royalties and taxes	(253)	(4,293)	(5,472)	(354)	(10,372)
By-product credits	(424)	-	-	-	(424)
Other	1	-	-	(331)	(330)
Treatment and refining charges	-	-	-	1,231	1,231
Cash cost applicable per gold equivalent ounce sold	21,793	20,443	15,821	13,827	71,884
Ounces of gold equivalent sold	21,628	27,171	34,450	13,306	96,556
Cash cost per ounce of gold equivalent sold ($/oz)	1,008	752	459	1,039	744
Gold equivalent was calculated using the realized prices for gold of $1,990/oz Au, $23.3/oz Ag, $2,137/t Pb, and $2,499/t Zn
Figures may not add due to rounding

Fortuna | 26

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

All-in Sustaining Cash Cost and All-in Cash Cost per Ounce of Gold Equivalent Sold

The following tables shows a breakdown of the all-in sustaining cash cost per ounce of gold equivalent sold for the three months ended March 31, 2025 and 2024:


AISC Per Gold Equivalent Ounce Sold - Q1 2025	Lindero	Yaramoko	Séguéla	Caylloma	Corporate	GEO AISC
Cash cost applicable per gold equivalent ounce sold	21,304	34,948	24,982	12,245	-	93,479
Royalties and taxes	94	7,729	10,133	240	-	18,196
Worker's participation	-	-	-	739	-	739
General and administration	2,480	1,394	2,224	2,455	15,374	23,927
Total cash costs	23,878	44,071	37,339	15,679	15,374	136,341
Sustaining capital1	12,944	2,499	12,252	2,246	-	29,941
Blue chips gains (investing activities)1	(1,319)	-	-	-	-	(1,319)
All-in sustaining costs	35,503	46,570	49,591	17,925	15,374	164,963
Gold equivalent ounces sold	18,580	33,013	38,439	10,542	-	100,574
All-in sustaining costs per ounce	1,911	1,411	1,290	1,700	-	1,640
Gold equivalent was calculated using the realized prices for gold of $2,882/oz Au, $31.8/oz Ag, $1,971/t Pb, and $2,841/t Zn for Q1 2025.
Figures may not add due to rounding
1 Presented on a cash basis


AISC Per Gold Equivalent Ounce Sold - Q1 2024	Lindero	Yaramoko	Séguéla	Caylloma	Corporate	GEO AISC
Cash cost applicable per gold equivalent ounce sold	21,793	20,443	15,821	13,827	-	71,884
Royalties and taxes	253	4,293	5,472	354	-	10,372
Worker's participation	-	-	-	417	-	417
General and administration	2,879	550	1,168	1,219	10,649	16,465
Total cash costs	24,925	25,286	22,461	15,817	10,649	99,138
Sustaining capital1	10,405	12,033	10,188	4,641	-	37,267
Blue chips gains (investing activities)1	(2,648)	-	-	-	-	(2,648)
All-in sustaining costs	32,682	37,319	32,649	20,458	10,649	133,757
Gold equivalent ounces sold	21,628	27,171	34,450	13,306	-	96,556
All-in sustaining costs per ounce2	1,511	1,373	948	1,538	-	1,385
Gold equivalent was calculated using the realized prices for gold of $1,990/oz Au, $23.3/oz Ag, $2,137/t Pb, and $2,499/t Zn
Figures may not add due to rounding
1 Presented on a cash basis

Fortuna | 27

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

Production Cash Cost per Payable Ounce of Silver Equivalent Sold

The following tables present a reconciliation of production cash cost per tonne and cash cost per payable ounce of silver equivalent sold to the cost of sales in the Q1 2025 Financial Statements for the three months ended March 31, 2025 and 2024:


Cash Cost Per Silver Equivalent Ounce Sold - Q1 2025		Caylloma
Cost of sales		17,463
Depletion, depreciation, and amortization		(4,369)
Royalties and taxes		(240)
Other		(659)
Treatment and refining charges		50
Cash cost applicable per silver equivalent sold		12,245
Ounces of silver equivalent sold1		956,640
Cash cost per ounce of silver equivalent sold ($/oz)		12.80
1 Silver equivalent sold is calculated using a silver to lead ratio of 1:35.5 pounds, and silver to zinc ratio of 1:24.7 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures may not add due to rounding


Cash Cost Per Silver Equivalent Ounce Sold - Q1 2024		Caylloma
Cost of sales		17,105
Depletion, depreciation, and amortization		(3,824)
Royalties and taxes		(354)
Other		(331)
Treatment and refining charges		1,231
Cash cost applicable per silver equivalent sold		13,827
Ounces of silver equivalent sold1		1,190,990
Cash cost per ounce of silver equivalent sold ($/oz)		11.61
1 Silver equivalent is calculated using a s silver to gold ratio of 86.8:1, silver to lead ratio of 1:24.7 pounds, and silver to zinc ratio of 1:21.0 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures have been restated to remove Right of Use
Figures may not add due to rounding

All-in Sustaining Cash Cost and All-in Cash Cost per Payable Ounce of Silver Equivalent Sold

The following tables show a breakdown of the all-in sustaining cash cost per payable ounce of silver equivalent sold for the three months ended March 31, 2025 and 2024:


AISC Per Silver Equivalent Ounce Sold - Q1 2025		Caylloma
Cash cost applicable per silver equivalent ounce sold		12,245
Royalties and taxes		240
Worker's participation		739
General and administration		2,455
Total cash costs		15,679
Sustaining capital3		2,246
All-in sustaining costs		17,925
Silver equivalent ounces sold1		956,640
All-in sustaining costs per ounce2		18.74
1 Silver equivalent sold is calculated using a silver to lead ratio of 1:35.5 pounds, and silver to zinc ratio of 1:24.7 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis

Fortuna | 28

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)


AISC Per Silver Equivalent Ounce Sold - Q1 2024		Caylloma
Cash cost applicable per silver equivalent ounce sold		13,827
Royalties and taxes		354
Worker's participation		417
General and administration		1,219
Total cash costs		15,817
Sustaining capital3		4,641
All-in sustaining costs		20,458
Silver equivalent ounces sold1		1,190,990
All-in sustaining costs per ounce2		17.18
1 Silver equivalent is calculated using a s silver to gold ratio of 86.8:1, silver to lead ratio of 1:24.7 pounds, and silver to zinc ratio of 1:21.0 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis

Growth and Sustaining Capital Expenditures

The following tables presents a reconciliation of growth and sustaining capital expenditures for the three months ended March 31, 2025 and 2024.



Capital expenditures for AISC Q1 2025	Lindero	Yaramoko	Séguéla	Caylloma	Corporate	Total
Additions to mineral properties and property, plant, and equipment	12,669	1,517	17,820	1,864	5,600	39,470
Growth capital	(307)	-	(9,207)	(249)	(5,600)	(15,363)
Sustaining capital	12,362	1,517	8,613	1,615	-	24,107
Sustaining leases	582	982	3,639	631	-	5,834
Capital expenditures for AISC	12,944	2,499	12,252	2,246	-	29,941
Figures may not add due to rounding
Discontinued operations have been removed



Capital expenditures for AISC Q1 2024	Lindero	Yaramoko	Séguéla	Caylloma	Corporate	Total
Additions to mineral properties and plant, and equipment	9,961	10,983	8,958	3,735	4,227	37,864
Growth capital	(154)	-	(1,035)	-	(4,227)	(5,416)
Sustaining capital	9,807	10,983	7,923	3,735	-	32,448
Sustaining leases	598	1,050	2,265	906	-	4,819
Capital expenditures for AISC	10,405	12,033	10,188	4,641	-	37,267
Figures may not add due to rounding
Discontinued operations have been removed

Fortuna | 29

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

Free Cash Flow and Free Cash Flow from Ongoing Operations

The following table presents a reconciliation of free cash flow and free cash flow from ongoing operations to net cash provided by operating activities, the most directly comparable IFRS measure, for the three months ended March 31, 2025 and 2024:


		Three months ended March 31,
(Expressed in millions)	2025		2024

Net cash provided by operating activities		126.4		48.9
Additions to mineral properties, plant and equipment		(39.6)		(41.3)
Payments of lease obligations		(6.0)		(4.7)
Free cash flow		80.8		2.9
Growth capital		15.4		5.5
Discontinued operations		11.4		8.4
Gain on blue chip swap investments		1.3		2.6
Other adjustments		2.4		(2.1)
Free cash flow from ongoing operations		111.3		17.3

Figures may not add due to rounding

Adjusted Net Income

The following table presents a reconciliation of the adjusted net income from net income, the most directly comparable IFRS measure, for the three months ended March 31, 2025 and 2024:


		Three months ended March 31,
(Expressed in millions)	2025		2024
Net income		64.8		29.1
Adjustments, net of tax:
Discontinued operations		3.2		0.5
Inventory adjustment		(0.1)		-
Other non-cash/non-recurring items		0.5		0.9
Adjusted net income		68.4		30.5
1 Amounts are recorded in Cost of sales

Figures may not add due to rounding

Adjusted EBITDA

The following table presents a reconciliation of Adjusted EBITDA from net income, the most directly comparable IFRS measure, for the three months ended March 31, 2025 and 2024:


		Three months ended March 31,
(Expressed in millions)	2025		2024
Net income		64.8		29.1
Adjustments:
Discontinued operations		3.2		0.5
Inventory adjustment		(0.1)		-
Net finance items		3.0		5.8
Depreciation, depletion, and amortization		51.7		49.9
Income taxes		22.2		15.4
Other non-cash/non-recurring items		5.3		(4.4)
Adjusted EBITDA		150.1		96.3

Figures may not add due to rounding

Fortuna | 30

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

Adjusted Attributable Net Income

The following table presents a reconciliation of Adjusted Attributable Net Income from attributable net income, the most directly comparable IFRS measure, for the three months ended March 31, 2025 and 2024:


		Three months ended March 31,
(Expressed in millions)	2025		2024
Net income attributable to shareholders		58.5		26.3
Adjustments, net of tax:
Discontinued operations		3.2		0.5
Inventory adjustment		(0.1)		-
Other non-cash/non-recurring items		0.5		0.7
Adjusted attributable net income		62.1		27.5
1 Amounts are recorded in Cost of sales

Net Debt

The following table presents a calculation of net debt as at March 31, 2025:



(Expressed in millions except Total net debt to Adjusted EBITDA ratio)	As at March 31, 2025
2024 Convertible Notes		172.5
Less: Cash and Cash Equivalents and Short Term Investments		(309.4)
Total net debt1		(136.9)
Adjusted EBITDA (last four quarters)		529.0
Total net debt to adjusted EBITDA ratio		(0.3):1
1 Excluding letters of credit

Working Capital

The following table presents a calculation of working capital as at March 31, 2025 and 2024:

Qualified Person

Eric Chapman, Senior Vice-President of Technical Services, is a Professional Geoscientist of the Engineers and Geoscientists of British Columbia (Registration Number 36328), and is the Company’s Qualified Person (as defined by National Instrument 43-101). Mr. Chapman has reviewed and approved the scientific and technical information contained in this MD&A and has verified the underlying data.

Other Information, Risks and Uncertainties

For further information regarding the Company’s operational risks, please refer to the section entitled “Description of the Business - Risk Factors” in the Company’s most recent Annual Information Form that is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.shtml.

Fortuna | 31

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

RISKS AND UNCERTAINTIES

In the exploration, development and mining of mineral deposits, we are subject to various significant risks. Several of these financial and operational risks could have a significant impact on our cash flows and profitability. The most significant risks and uncertainties we face include: operating hazards and risks incidental to mining activities; mineral resources, mineral reserves and metal recoveries are estimated; the ability to replace mineral reserves; assumptions that the Company must make in determining production schedules, economic returns and costs; exploration projects such as Diamba Sud are uncertain; the substantial capital required for exploration and the development of infrastructure; future environmental regulation; political and economic risk in the jurisdictions in which we operate; global geopolitical risk; repatriation of funds; government regulations and permit requirements, environmental legislation; abnormal or extreme natural events; climate change; risks related to securing required supplies of power and water; labor relations; use of outside contractors; imposition of trade tariffs; maintenance of mining concessions, challenges to the Company’s title to its properties; the termination of mining concessions in certain circumstances; risks related to artisanal or informal mining on the Company’s properties; compliance with ILO Convention 169; maintaining relationships with local communities; reputational risk; opposition to the Company’s exploration, development or operational activities; funding for exploration and development; production risk at our operating mine sites; our ability to service and repay our debt; restrictive covenants that impose significant operating and financial restrictions; change of control restrictions; debt service obligations; breach and default under indebtedness; credit ratings; our ability to attract and retain a skilled workforce; the ability to maintain appropriate and adequate insurance across all jurisdictions; our compliance with corruption and antibribery laws and sanctions; risks related to legal proceedings that arise in the ordinary course of business; foreign currency risk; fluctuations in metal prices; our ability to sell to a limited number of smelters and off-takers; tax matters; credit risk on receivables; reclamation; risks related to information and operation technology systems; results of future legal proceedings and contract settlements; pandemics, epidemics and public health crises; volatility in the market price of the Company’s common shares; risks related to the 2024 Notes; dilution of shareholders from future offerings of the Company’s common shares or securities convertible into common shares; dividends; credit risk through VAT receivables; supply chain disruptions; tax-related risks, including tax and audits and reassessments; risks relating to the uncertainty surrounding the interpretation of omnibus Bill C-59 and the related amendments to the Competition Act (Canada); and competition. These risks are not a comprehensive list of the risks and uncertainties that we face. Risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, results of operations and prospects. For a comprehensive discussion on risks and uncertainties, in respect of our business and share price, refer to the section 'Risk Factors' in our current Annual Information Form for the year ended December 31, 2024 as well as the section ‘Risks and Uncertainties’ in the management’s discussion and analysis for the year ended December 31, 2024 (which are available on SEDAR+ at www.sedarplus.ca).

Significant changes to our financial, operational and business risks exposure during the three months March 31, 2025 and up to the date of this MD&A include the following:

●

During the first quarter the Company began to accumulate large cash balances in Argentina that are denominated in Argentina Pesos increasing foreign exchange risk. The Company has instituted an investment strategy to hedge against this risk.

●

On April 11, 2025 the Government of Argentina secured a loan of $20.0 billion from the International Monetary fund and shifted the Argentine Peso to a more free floating exchange rate. This resulted in a rapid devaluation of the Peso but within the acceptable exchange rate band the Government has announced they are aiming for. As part of the announced financial reforms the government of Argentina also announced a relaxation of restrictions of the repatriation of profits. The Company will continue to monitor the situation and is evaluating strategies to repatriate funds to minimize exchange rate risk.

●

The US Government enacted a series of tariffs and restrictive trade policies to nearly all global trading partners and in response other countries have taken reciprocal actions to place tariffs or trade restrictions on various US products. The impact of these trade restrictions are not currently expected to materially impact the Company as it does not operate in the US and metals sales are not made into the US market. However, management

Fortuna | 32

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

continues to monitor the situation due to the significant potential impact to global supply chains and other integrated markets.

●

CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS

The preparation of consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed at each period end. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

For further information on our significant judgements and accounting estimates, refer to note 4 of our 2024 Financial Statements. There have been no subsequent material changes to these significant judgements and accounting estimates.

Changes in Accounting Policies

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures have been designed to provide reasonable assurance that all material information related to the Company is identified and communicated to management on a timely basis. Management of the Company, under the supervision of the President and Chief Executive Officer and the Chief Financial Officer, is responsible for the design and operation of disclosure controls and procedures in accordance with the requirements of National Instrument 52-109 of the Canadian Securities Administrators and as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended.

Management’s Report on Internal Control over Financial Reporting

The Company’s internal control over financial reporting (“ICFR”) is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external reporting purposes in accordance with IFRS as issued by the International Accounting Standards Board. However, due to its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements and fraud.

There have been no changes in the Company’s internal control over financial reporting for the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Fortuna | 33

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This MD&A and any documents incorporated by reference into this MD&A includes certain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the United States Securities Exchange Act of 1934, as amended, and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “Forward-looking Statements”). All statements included herein, other than statements of historical fact, are Forward-looking Statements and are often, but not always, identified by the use of words such as “anticipates”, “believes”, “plans”, “estimates”, “expects”, “forecasts”, “targets”, “possible”, “potential”, “intends”, “advance”, “goal”, “objective”, “projects”, “budget”, “calculates” or statements that events, “will”, “may”, “could” or “should” occur or be achieved and similar expressions, including negative variations. The Forward-looking Statements in this MD&A include, without limitation, statements relating to: Mineral Resource and Mineral Reserve estimates as they involve the implied assessment, based on estimates and assumptions that the resources and reserves described exist in the quantities predicted or estimated and can be profitably produced in the future; the Company's plans and expectations for its material properties and future exploration, development and operating activities, including, without limitation, capital expenditure, production and cash cost and all-in sustaining costs (“AISC”) estimates, exploration activities and budgets, forecasts and schedule estimates, as well as their impact on the results of operations or financial condition of the Company; exploration plans; statements establishing sustainability and environmental targets, goals, and strategies, and the ability to meet the same; the future results of exploration activities; statements regarding the completion of the sale of the Yaramoko Mine and the Company’s Burkina Faso subsidiaries and the right to receive additional payments on closing and upon the completion of certain conditions post-closing; the timing of the implementation and completion of sustaining capital investment projects at the Company’s mines; the Company’s expectation that there are no changes in internal controls during the three months ended March 31, 2025 that are reasonably likely to materially affect the Company’s internal control over financing reporting; expected maturities of the Company’s financial liabilities, lease obligations and other contractual commitments; property permitting and litigation matters; the fluctuation of its effective tax rate in the jurisdictions where the Company does business; and statements regarding the NCIB program.

The forward-looking statements in this MD&A also include financial outlooks and other forward-looking metrics relating to Fortuna and its business, including references to financial and business prospects and future results of operations, including production, and cost guidance and anticipated future financial performance. Such information, which may be considered future oriented financial information or financial outlooks within the meaning of applicable Canadian securities legislation (collectively, “FOFI”), has been approved by management of the Company and is based on assumptions which management believes were reasonable on the date such FOFI was prepared, having regard to the industry, business, financial conditions, plans and prospects of Fortuna and its business and properties. These projections are provided to describe the prospective performance of the Company's business. Nevertheless, readers are cautioned that such information is highly subjective and should not be relied on as necessarily indicative of future results and that actual results may differ significantly from such projections. FOFI constitutes forward-looking statements and is subject to the same assumptions, uncertainties, risk factors and qualifications as set forth below.

Fortuna | 34

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

Such uncertainties and factors include, among others: operational risks relating to mining and mineral processing; uncertainty relating to Mineral Resource and Mineral Reserve estimates; uncertainty relating to capital and operating costs, production schedules and economic returns; risks relating to the Company’s ability to replace its Mineral Reserves; risks associated with mineral exploration and project development; uncertainty relating to the repatriation of funds as a result of currency controls; environmental matters including maintaining, obtaining or renewing environmental permits and potential liability claims; inability to meet sustainability, environmental, diversity or safety targets, goals, and strategies (including greenhouse gas emissions reduction targets); risks associated with political instability and changes to the regulations governing the Company’s business operations; changes in national and local government legislation, taxation, controls, regulations and political or economic developments in countries in which the Company does or may carry on business; risks associated with war, hostilities or other conflicts, such as the Ukrainian – Russian and the Israel – Hamas conflicts, and the impact they may have on global economic activity; risks relating to the termination of the Company’s mining concessions in certain circumstances; risks related to International Labor Organization (“ILO”) Convention 169 compliance; developing and maintaining good relationships with local communities and stakeholders; risks associated with losing control of public perception as a result of social media and other web-based applications; potential opposition to the Company’s exploration, development and operational activities; risks related to the Company’s ability to obtain adequate financing for planned exploration and development activities; substantial reliance on the Séguéla Mine, the Yaramoko Mine, and the Lindero Mine for revenues; property title matters; risks relating to the integration of businesses and assets acquired by the Company; impairments; reliance on key personnel; uncertainty relating to potential conflicts of interest involving the Company’s directors and officers; risks associated with the Company’s reliance on local counsel and advisors and the experience of its management and board of directors in foreign jurisdictions; adequacy of insurance coverage; operational safety and security risks; risks related to the Company’s compliance with the United States Sarbanes-Oxley Act; risks related to the foreign corrupt practices regulations and anti-bribery laws; legal proceedings and potential legal proceedings; uncertainties relating to general economic conditions; risks relating to pandemics, epidemics and public health crises; and the impact they might have on the Company’s business, operations and financial condition; the Company’s ability to access its supply chain; the ability of the Company to transport its products; and impacts on the Company’s employees and local communities all of which may affect the Company’s ability operate; competition; fluctuations in metal prices; regulations and restrictions with respect to imports; high rates of inflation; risks associated with entering into commodity forward and option contracts for base metals production; fluctuations in currency exchange rates and restrictions on foreign exchange and currencies; failure to meet covenants under its credit facility, or an event of default which may reduce the Company’s liquidity and adversely affect its business; tax audits and reassessments; risks relating to hedging; uncertainty relating to concentrate treatment charges and transportation costs; sufficiency of monies allotted by the Company for land reclamation; risks associated with dependence upon information technology systems, which are subject to disruption, damage, failure and risks with implementation and integration; uncertainty relating to nature and climate change conditions; risks associated with climate change legislation; laws and regulations regarding the protection of the environment (including greenhouse gas emission reduction and other decarbonization requirements and the uncertainty surrounding the interpretation of omnibus Bill C-59 and the related amendments to the Competition Act (Canada); our ability to manage physical and transition risks related to climate change and successfully adapt our business strategy to a low carbon global economy; risks related to the volatility of the trading price of the Company’s common shares; dilution from further equity or convertible debenture financings; risks related to future insufficient liquidity resulting from a decline in the price of the Company’s common shares; uncertainty relating to the Company’s ability to pay dividends in the future; risks relating to the market for the Company’s securities; risks relating to the convertible notes of the Company; and uncertainty relating to the enforcement of any U.S. judgments which may be brought against the Company; as well as those factors referred to in the “Risks and Uncertainties” section in this MD&A and in the “Risk Factors” section in our Annual Information Form for the financial year ended December 31, 2024 filed with the Canadian Securities Administrators and available at www.sedarplus.ca and filed with the U.S. Securities and Exchange Commission as part of the Company’s Form 40-F and available at www.sec.gov/edgar.shtml. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-looking Statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

Forward-looking Statements contained in this MD&A are based on the assumptions and factors management considers reasonable as at the date of this MD&A, including but not limited to: all required third party contractual, regulatory and governmental approvals will be obtained and maintained for the exploration, development, construction and production of its properties; there being no significant disruptions affecting operations, whether relating to labor, supply, power, blockades, damage to equipment or other matter; there being no material and negative impact to the various contractors, suppliers and subcontractors at the Company’s mine sites as a result of the Ukrainian – Russian, Israel - Hamas conflicts or otherwise that would impair their ability to provide goods and services; permitting, construction, development, expansion, and production continuing on a basis consistent with the Company’s current expectations; expectations regarding the Company completing the sale of the Yaramoko Mine on a basis consistent with the Company’s current expectations and that any future payments in connection with the cash consideration or in respect of any future additional payments will be paid to the Company; expected trends and specific assumptions regarding metal prices and currency exchange rates; prices for and availability of fuel, electricity, parts and equipment and other key supplies remaining consistent with current levels; production forecasts meeting expectations; any investigations, claims, and legal, labor and tax proceedings arising in the ordinary course of business will not have a material effect on the results of operations or financial condition of the Company; expectations that the 2024 Mining Code will not have a material change to the Company’s business in Burkina Faso; and the accuracy of the Company’s current Mineral Resource and Mineral Reserve estimates.

Fortuna | 35

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three months ended March 31, 2025 (in US dollars, tabular amounts in millions, except where noted)

These Forward-looking Statements are made as of the date of this MD&A. There can be no assurance that Forward-looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are cautioned not to place undue reliance on Forward-looking Statements. Except as required by law, the Company does not assume the obligation to revise or update these Forward-looking Statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events.

CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF RESERVES AND RESOURCES

The Company is a Canadian “foreign private issuer” as defined in Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended, and is permitted to prepare the technical information contained herein in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of the securities laws currently in effect in the United States.

Technical disclosure regarding the Company’s properties included herein was prepared in accordance with NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the SEC generally applicable to U.S. companies. Accordingly, information contained herein is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

Fortuna | 36

EX-99.3 4 tmb-20250507xex99d3.htm EX-99.3

Exhibit 99.3

FORTUNA MINING CORP.

Form 52-109F2

Certification of Interim Filings – Full Certificate

I, Jorge Ganoza Durant, Chief Executive Officer of Fortuna Mining Corp., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “Interim Filings”) of Fortuna Mining Corp. (the “Issuer”) for the interim period ended March 31, 2025.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the Interim Filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the Interim Filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the Interim Filings fairly present in all material respects the financial condition, financial performance and cash flows of the Issuer, as of the date of and for the periods presented in the Interim Filings.

Responsibility: The Issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, for the Issuer.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the Issuer’s other certifying officer and I have, as at the end of the period covered by the Interim Filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the Issuer is made known to us by others, particularly during the period in which the Interim Filings are being prepared; and

(ii)

information required to be disclosed by the Issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Issuer’s GAAP.

5.1	Control framework: The control framework the Issuer’s other certifying officer and I used to design the Issuer’s ICFR is Committee of Sponsoring Organizations of the Treadway Commission.

5.2

N/A.

-2-

5.3N/A.

6.	Reporting changes in ICFR: The Issuer has disclosed in its interim MD&A any change in the Issuer’s ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Issuer’s ICFR.

DATED: May 7, 2025

/s/ “Jorge Ganoza Durant”

JORGE GANOZA DURANT,

Chief Executive Officer

EX-99.4 5 tmb-20250507xex99d4.htm EX-99.4

Exhibit 99.4

FORTUNA MINING CORP.

Form 52-109F2

Certification of Interim Filings – Full Certificate

I, Luis Ganoza Durant, Chief Financial Officer of Fortuna Mining Corp., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “Interim Filings”) of Fortuna Mining Corp. (the “Issuer”) for the interim period ended March 31, 2025.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the Issuer’s other certifying officer and I have, as at the end of the period covered by the Interim Filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the Issuer is made known to us by others, particularly during the period in which the Interim Filings are being prepared; and

(ii)

(b)

5.1	Control framework: The control framework the Issuer’s other certifying officer and I used to design the Issuer’s ICFR is Committee of Sponsoring Organizations of the Treadway Commission.

5.2

N/A.

-2-

5.3N/A.

6.	Reporting changes in ICFR: The Issuer has disclosed in its interim MD&A any change in the Issuer’s ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Issuer’s ICFR.

DATED: May 7, 2025

/s/ “Luis Ganoza Durant”

LUIS GANOZA DURANT,

Chief Financial Officer

EX-99.5 6 tmb-20250507xex99d5.htm EX-99.5

NEWS RELEASE

Fortuna Reports Results for the First Quarter of 2025

(All amounts are expressed in US dollars, tabular amounts in millions, unless otherwise stated)

Vancouver, May 7, 2025: Fortuna Mining Corp. (NYSE: FSM | TSX: FVI) (“Fortuna” or the “Company”) today reported its financial and operating results for the first quarter of 2025.

(Results from the Company’s San Jose Mine have been excluded from its Q1 2025 continuing results, along with the comparative figures due to the classification of the asset as held for sale as at March 31, 2025.)

First Quarter 2025 Highlights

Cash and Cashflow

●Record free cash flow1 from ongoing operations of $111.3 million in Q1, a quarter over quarter (“QoQ”) increase of 30%. QoQ free cash flow margin over sales improved to 38% from 31%

●Net cash from operations before working capital of $138.1 million or $0.45 per share. Adjusting for cash outflows related to discontinued operations of $8.6 million, net cash from operations before working capital was $146.7 million, a QoQ increase of 4%

●Quarter-end cash and short-term investments of $309.4 million, a QoQ increase of $78.1 million from strong growth in free cash flow

●Liquidity was $459.4 million, and the Company increased its positive net cash1 position to $136.9 million (including short-term investments), from $58.8 million in Q4 2024

Profitability

●Attributable net income from continuing operations of $61.7 million or $0.20 per share, a QoQ increase of $0.13 per share

●Attributable adjusted net income1 of $62.1 million or $0.20 per share, a QoQ increase of $0.08 per share

Return to Shareholders

●Returned $4.2 million to shareholders in Q1 through the repurchase of 0.9 million shares

Operational

●Gold equivalent production (“GEO”) of 103,459 ounces3 in Q1

●Consolidated cash cost per GEO1 from continuing operations of $929 in Q1, down from $1,015 in Q4 2024 (excluding San Jose from the comparative period cash cost is up from $888 in Q4 2024)

●Consolidated AISC per GEO1 from continuing operations of $1,640 for Q1 down from $1,772 in Q4 2024 (excluding San Jose from the comparative period AISC is down from $1,690 in Q4 2024)

1Refer to Non-IFRS Financial Measures section at the end of this news release and to the MD&A accompanying the Company’s financial statements filed on SEDAR+ at www.sedarplus.ca for a description of the calculation of these measures.

2 Excluding letters of credit

●

Safety performance indicator for TRIFR down to 0.98 compared to 1.33 in Q4 2024. The Company had zero lost time injuries. Despite sustained improvement in safety indicators, the Company reported the fatal accident of a sub-contractor employee at the Séguéla Mine in February. Fortuna remains fully committed to a zero-harm work environment

Growth and Business Development

●

At the Kingfisher prospect at the Séguéla Mine the Company intersected 7.2 g/t gold over 31.5 meters. For full details refer to our News Release titled “Fortuna intersects 7.2g/t Au over 31.5 meter at Kingfisher , Séguéla Mine, Côte d’Ivoire” dated March 13, 2025”

●

In April the Company closed the sale of the San Jose Mine in Mexico and announced entering into a share purchase agreement to sell its interest in Roxgold Sanu SA, owner of the Yaramoko mine in Burkina Faso. The sale of the Yaramoko Mine provides for cash consideration of $70 million and is subject to the payment of a cash dividend by Roxgold Sanu to Fortuna in the amount of $57.5 million prior to closing. Taken together, these two sales allow us to reallocate approximately $50 million in capital and management focus away from mine closures and toward higher-value opportunities that align more closely with our long-term strategy

3 Au Eq includes gold, silver, lead and zinc and is calculated using the following metal prices: $2,882/oz Au, $31.8/oz Ag, $1,971/t Pb, and $2,841/t Zn for Q1 2025.; $2,490/oz Au, $29.4/oz Ag, $2,040/t Pb, and $2,782/t Zn for Q4 2024; $1,990/oz Au, $23.3/oz Ag, $2,137/t Pb, and $2,499/t Zn for Q1 2024 Jorge A. Ganoza, President and CEO, commented, “Following a strong end to 2024, the Company delivered a new record quarter of free cash-flow from operations at $111.3 million. Quarter over quarter, we realized 8% higher gold prices with lower all-in-sustaining-costs, leading to an expanded free cash flow margin from ongoing operations of 38% compared to 31%.” Mr. Ganoza continued, “Furthermore, we are streamlining our portfolio by divesting high cost, short-life assets allowing us to direct capital and management’s focus towards higher-value opportunities, such as growing production at our most profitable mines.”

Fortuna | 2

First Quarter 2025 Consolidated Results


	Three months ended
(Expressed in millions)	December 31, 2024	March 31, 2025	March 31, 2024	% Change
Sales	274.0	290.1	200.9	44%
Mine operating income	107.2	115.9	69.6	67%
Operating income	62.1	91.9	48.3	90%
Attributable net income	11.3	58.5	26.3	122%
Net income from continuing operations	24.8	68.0	29.6	130%
Attributable net income from continuing operations	21.1	61.7	26.7	131%
Attributable earnings per share from continuing operations - basic	0.07	0.20	0.09	122%
Attributable earnings per share - basic	0.04	0.19	0.09	111%
Adjusted attributable net income1	37.9	62.1	27.5	126%
Adjusted EBITDA1	136.0	150.1	96.3	56%
Net cash provided by operating activities	150.3	126.4	48.9	158%
Free cash flow from ongoing operations1	85.5	111.3	17.3	545%
Cash cost ($/oz Au Eq)1	888	929	744	25%
All-in sustaining cash cost ($/oz Au Eq)1,2	1,690	1,640	1,385	18%
Capital expenditures2
Sustaining	49.5	24.1	32.4	(26%)
Sustaining leases	5.7	5.8	4.8	21%
Growth capital	12.1	15.4	5.4	185%
		March 31, 2025	December 31, 2024	% Change
Cash and cash equivalents and short term investments		309.4	231.3	34%
Net liquidity position (excluding letters of credit)		459.4	381.3	20%
Shareholder's equity attributable to Fortuna shareholders		1,460.2	1,403.9	4%
1 Refer to Non-IFRS Financial Measures section at the end of this news release and to the MD&A accompanying the Company’s financial statements filed on SEDAR+ at www.sedarplus.ca for a description of the calculation of these measures.
2 Capital expenditures are presented on a cash basis
Figures may not add due to rounding
Discontinued operations have been removed where applicable

First Quarter 2025 Results

Q1 2025 vs Q4 2024

Cash cost per ounce and AISC

Cash cost per GEO sold from continuing operations was $929 in Q1 2025, an increase compared to $888 in Q4 2024. The increase is related to higher cost per ounce at Yaramoko due to lower head grades and higher cost per ounce at Lindero associated with lower production.

All-in sustaining costs per GEO from continuing operations was $1,640 in Q1 2025 compared to $1,690 in Q4 2024. AISC decreased $50 per GEO quarter over quarter mainly due to lower capital expenditures, partially offset by higher royalties from higher gold prices and higher share-based compensation driven by the increase in our share price in Q1 2025.

Attributable Net Income and Adjusted Net Income

Attributable net income from continuing operations for the period was $61.7 million compared to $21.1 million in Q4 2024. The fourth quarter of 2024 was impacted by non-cash charges of $26.3 million related to a write-down of the Boussoura mineral property in Burkina Faso and a write-down of low-grade stockpiles at the Lindero Mine.

Fortuna | 3

After adjusting for impairment charges and other non-recurring items, adjusted attributable net income was $62.1 million or $0.20 per share compared to $37.9 million or $0.12 per share in Q4 2024. The increase was explained mainly by higher metal prices and a lower effective tax rate (“ETR”). The realized gold price in Q1 2025 was $2,883 per ounce compared to $2,662 in Q4 2024. The ETR for the quarter was 25% compared to 46% in Q4 2024 due to a 4% appreciation of the Euro vs the US Dollar in Q1 2025 compared to an 8% devaluation in Q4 2024. Other items impacting the quarter compared to Q4 2024 were higher general and administration expenses of $5.8 million, explained by an increase in share-based payments related to a 42% rise in our share price in Q1 2025. This was offset by a foreign exchange gain of $2.1 million compared to a loss of $10.4 million in Q4 2024.

Cash flow

Net cash generated by operations before working capital adjustments was $138.1 million or $0.45 per share. After adjusting for changes in working capital, net cash generated by operations for the quarter was $126.4 million compared to $150.3 million in Q4 2024. The decrease is mainly explained by negative changes in working capital in Q1 2025 of $11.6 million compared to positive $8.6 million in Q4 2024, total cash outflows associated with discontinued operations at San Jose in Q1 2025 of $9.9 million and higher taxes paid in Q1 2025.

Free cash flow from ongoing operations in Q1 2025 was $111.3 million, an increase of $25.8 million over the $85.5 million reported in Q4 2024. The increase was mainly due to lower sustaining capital expenditures of $20 million. Free cash flow, which includes growth capital and other one-time items was, $80.8 million.

Q1 2025 vs Q1 2024

Cash cost per ounce and AISC

Consolidated cash cost per GEO increased to $929, compared to $744 in Q1 2024. This increase was mainly driven by higher cash costs at Séguéla and Yaramoko. The increase in cash cost at Séguéla was primarily due to higher stripping costs, consistent with the mine plan. At Yaramoko, the increase was mainly attributable to lower head grades. Additionally, cash costs rose at Lindero due to lower production volumes and the impact of the Argentine peso's appreciation over 2024.

All-in sustaining costs per gold equivalent ounce from continuing operations increased to $1,640 in Q1 2025 from $1,385 in Q1 2024. This increase primarily resulted from the higher cash cost per ounce discussed above, increased royalties due to the higher gold price, and higher share-based compensation driven by the rise in our share price in Q1 2025. These increases were partially offset by lower sustaining capital.

Attributable Net Income and Adjusted Net Income

Attributable net income from continuing operations for the period was $61.7 million or $0.20 per share, compared to $26.7 million or $0.09 per share in Q1 2024.

The increase was primarily due to higher realized gold prices, which averaged $2,883 per ounce in Q1 2025 compared to $2,089 per ounce in Q1 2024, and higher sales volumes at Séguéla (up 12%) and Yaramoko (up 22%), driven by increased processed ore at both mines. This positive impact was partially offset by higher cash cost per ounce, mainly at Séguéla and Yaramoko.

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Other factors influencing the net income compared to Q1 2024 included higher depletion per ounce at Séguéla and Yaramoko, and higher general and administration expenses of $8.5 million, which were driven by an increase in share-based payments related to a 42% rise in our share price during Q1 2025.

Depreciation and Depletion

Depreciation and depletion increased by $11.8 million to $61.3 million compared to $49.5 million in the comparable period of 2024. The increase was primarily due to higher ounces sold at Séguéla and Yaramoko. Depreciation and depletion in the period included $18.5 million related to the purchase price allocation from the Roxgold acquisition.

Cash Flow

Net cash generated by operations for the quarter was $126.4 million compared to $48.9 million in Q1 2024. The increase is mainly explained by higher gold prices and higher volume sold at Séguéla and Yaramoko, and a lower negative change in working capital in Q1 2025 compared to Q1 2024.

Free cash flow from ongoing operations in Q1 2025 was $111.3 million, compared to $17.3 million reported in Q1 2024. The increase was mainly due to higher net cash from operations as discussed above and lower sustaining capital expenditures of $7.6 million which reflect lower sustaining capital requirements in 2025.

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Séguéla Mine, Côte d’Ivoire


	Three months ended March 31,
	2025	2024
Mine Production
Tonnes milled	444,004	394,837
Average tonnes crushed per day	4,933	4,339

Gold
Grade (g/t)	2.76	2.79
Recovery (%)	93	94
Production (oz)	38,500	34,556
Metal sold (oz)	38,439	34,450
Realized price ($/oz)	2,888	2,095

Unit Costs
Cash cost ($/oz Au)1	650	459
All-in sustaining cash cost ($/oz Au)1	1,290	948

Capital Expenditures ($000's)2
Sustaining	8,613	7,923
Sustaining leases	3,639	2,265
Growth capital	9,207	1,035
1 Cash cost and All-in sustaining cash cost are non-IFRS financial measures. Refer to Non-IFRS Financial Measures.
2 Capital expenditures are presented on a cash basis

Quarterly Operating and Financial Highlights

Higher growth capital expenditures for the first quarter of 2025 compared to 2024 was primarily the result of relocation of a government communications antenna on the property at the mine site.

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Yaramoko Mine, Burkina Faso


	Three months ended March 31,
	2025	2024
Mine Production
Tonnes milled	134,692	107,719

Gold
Grade (g/t)	7.81	8.79
Recovery (%)	97	98
Production (oz)	33,073	27,177
Metal sold (oz)	33,013	27,171
Realized price ($/oz)	2,881	2,095

Unit Costs
Cash cost ($/oz Au)1	1,059	752
All-in sustaining cash cost ($/oz Au)1	1,411	1,373

Capital Expenditures ($000's)2
Sustaining	1,517	10,983
Sustaining leases	982	1,050

1 Cash cost and All-in sustaining cash cost are non-IFRS financial measures; refer to non-IFRS financial measures section at the end of this news release and to the MD&A accompanying the Company’s financial statements filed on SEDAR+ at www.sedarplus.ca for a description of the calculation of these measures.

2 Capital expenditures are presented on a cash basis.

Quarterly Operating and Financial Highlights

In the first quarter of 2025, the Yaramoko Mine treated 134,692 tonnes of ore and produced 33,073 ounces of gold with an average gold head grade of 7.81 g/t, a 22% increase and 11% decrease, respectively, when compared to the same period in 2024. Lower grades were the result of stope sequencing which was offset by higher tonnes from increased underground production and the start of mining at the 109 Zone open pit.

Subsequent to quarter end, the Company entered into a share purchase agreement to sell the Yaramoko Mine. The sale is expected to be completed in the second quarter of 2025.

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Lindero Mine, Argentina


	Three months ended March 31,
	2025	2024
Mine Production
Tonnes placed on the leach pad	1,753,016	1,547,323

Gold
Grade (g/t)	0.55	0.60
Production (oz)	20,320	23,262
Metal sold (oz)	18,655	21,719
Realized price ($/oz)	2,877	2,072

Unit Costs
Cash cost ($/oz Au)1	1,147	1,008
All-in sustaining cash cost ($/oz Au)1,3	1,911	1,511

Capital Expenditures ($000's)2
Sustaining	12,362	9,807
Sustaining leases	582	598
Growth Capital	307	154

2 Capital expenditures are presented on a cash basis.

Quarterly Operating and Financial Highlights

As of March 31, 2025, the leach pad expansion project was completed, with minor close-out activities and demobilization now taking place.

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Caylloma Mine, Peru


	Three months ended March 31,
	2025	2024
Mine Production
Tonnes milled	136,659	137,096
Average tonnes milled per day	1,553	1,540

Silver
Grade (g/t)	67	87
Recovery (%)	83	82
Production (oz)	242,993	315,460
Metal sold (oz)	250,284	325,483
Realized price ($/oz)	31.77	23.34

Gold
Grade (g/t)	-	0.12
Recovery (%)	-	29
Production (oz)	-	150
Metal sold (oz)	-	63
Realized price ($/oz)	-	2,024

Lead
Grade (%)	3.21	3.48
Recovery (%)	91	91
Production (000's lbs)	8,836	9,531
Metal sold (000's lbs)	9,199	9,825
Realized price ($/lb)	0.89	0.95

Zinc
Grade (%)	5.01	4.46
Recovery (%)	91	90
Production (000's lbs)	13,772	12,183
Metal sold (000's lbs)	13,826	12,466
Realized price ($/lb)	1.29	1.11

Unit Costs
Cash cost ($/oz Ag Eq)1,2	12.80	11.61
All-in sustaining cash cost ($/oz Ag Eq)1,2	18.74	17.18

Capital Expenditures ($000's)3
Sustaining	1,615	3,735
Sustaining leases	631	906
Growth Capital	249	-

1 Cash cost per ounce of silver equivalent and All-in sustaining cash cost per ounce of silver equivalent are calculated using realized metal prices for each period respectively.

2 Cash cost per ounce of silver equivalent, and all-in sustaining cash cost per ounce of silver equivalent are non-IFRS financial measures, refer to non-IFRS financial measures section at the end of this news release and to the MD&A accompanying the Company’s financial statements filed on SEDAR+ at www.sedarplus.ca for a description of the calculation of these measures.

3 Capital expenditures are presented on a cash basis.

Quarterly Operating and Financial Highlights

In the first quarter of 2025, the Caylloma Mine produced 242,993 ounces of silver at an average head grade of 67 g/t, a 23% decrease when compared to the same period in 2024.

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Production was lower due to lower head grades and was in line with the mine plan.

The cash cost per silver equivalent ounce sold in the first quarter of 2025 was $12.80 compared to $11.61 in the same period in 2024. The higher cost per ounce for the quarter was primarily the result of lower silver production and the impact of higher realized silver prices on the calculation of silver equivalent ounce sold.

The all-in sustaining cash cost per ounce of payable silver equivalent in the first quarter of 2025 increased 9% to $18.74, compared to $17.18 for the same period in 2024. The increase for the quarter was the result of higher cash costs per ounce and lower silver equivalent ounces due to higher silver prices and higher workers’ participation costs.

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Qualified Person

Eric Chapman, Senior Vice President of Technical Services, is a Professional Geoscientist of the Association of Professional Engineers and Geoscientists of the Province of British Columbia (Registration Number 36328), and is the Company’s Qualified Person (as defined by National Instrument 43-101). Mr. Chapman has reviewed and approved the scientific and technical information contained in this news release and has verified the underlying data.

Non-IFRS Financial Measures

The Company has disclosed certain financial measures and ratios in this news release which are not defined under the International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, and are not disclosed in the Company's financial statements, including but not limited to: all-in costs; cash cost per ounce of gold sold; all-in sustaining costs; all-in sustaining cash cost per ounce of gold sold; all-in sustaining cash cost per ounce of gold equivalent sold; all-in cash cost per ounce of gold sold; production cash cost per ounce of gold equivalent; cash cost per payable ounce of silver equivalent sold; all-in sustaining cash cost per payable ounce of silver equivalent sold; all-in cash cost per payable ounce of silver equivalent sold; sustaining capital; growth capital; free cash flow from ongoing operations; adjusted net income; adjusted attributable net income; adjusted EBITDA and working capital.

These non-IFRS financial measures and non-IFRS ratios are widely reported in the mining industry as benchmarks for performance and are used by management to monitor and evaluate the Company's operating performance and ability to generate cash. The Company believes that, in addition to financial measures and ratios prepared in accordance with IFRS, certain investors use these non-IFRS financial measures and ratios to evaluate the Company’s performance. However, the measures do not have a standardized meaning under IFRS and may not be comparable to similar financial measures disclosed by other companies. Accordingly, non-IFRS financial measures and non-IFRS ratios should not be considered in isolation or as a substitute for measures and ratios of the Company’s performance prepared in accordance with IFRS.

To facilitate a better understanding of these measures and ratios as calculated by the Company, descriptions are provided below. In addition see “Non-IFRS Financial Measures” in the Company’s management’s discussion and analysis for the three months ended March 31, 2025 (“Q1 2025 MDA”), which section is incorporated by reference in this news release, for additional information regarding each non-IFRS financial measure and non-IFRS ratio disclosed in this news release, including an explanation of their composition; an explanation of how such measures and ratios provide useful information to an investor. The Q1 2025 MD&A may be accessed on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar under the Company’s profile.

The Company has calculated these measures consistently for all periods presented with the exception of the following:

●

The calculation of All-in Sustaining Costs was adjusted in Q4 2024 to include blue-chip swaps in Argentina. Please refer to the 2024 MD&A for details of the change.

Fortuna | 11

●

Where applicable the impact of discontinued operations have been removed from the comparable figures. The method of calculation has not been changed except as described above.

Reconciliation of Debt to total net debt and net debt to adjusted EBITDA ratio for March 31, 2025



(Expressed in millions except Total net debt to Adjusted EBITDA ratio)	As at March 31, 2025
2024 Convertible Notes		172.5
Less: Cash and Cash Equivalents and Short Term Investments		(309.4)
Total net debt1		(136.9)
Adjusted EBITDA (last four quarters)		529.0
Total net debt to adjusted EBITDA ratio		(0.3):1
1 Excluding letters of credit

Reconciliation of net income to adjusted attributable net income for the three months ended December 31, 2024, and for the three months ended March 31, 2025 and 2024



Consolidated (in millions of US dollars)	December 31, 2024	March 31, 2025	March 31, 2024
Net income attributable to shareholders	11.3	58.5	26.3
Adjustments, net of tax:
Discontinued operations	9.7	3.2	0.5
Write off of mineral properties	12.9	–	–
Inventory adjustment	3.6	(0.1)	–
Other non-cash/non-recurring items	0.4	0.5	0.7
Attributable Adjusted Net Income	37.9	62.1	27.5
1 Amounts are recorded in Cost of sales
2 Amounts are recorded in General and Administration
Figures may not add due to rounding

Fortuna | 12

Reconciliation of net income to adjusted EBITDA for the three months ended December 31, 2024 and the three months ended March 31, 2025 and 2024



Consolidated (in millions of US dollars)	December 31, 2024	March 31, 2025	March 31, 2024
Net income	15.1	64.8	29.1
Adjustments:
Discontinued operations	9.7	3.2	0.5
Inventory adjustment	3.2	(0.1)	-
Net finance items	5.7	3.0	5.8
Depreciation, depletion, and amortization	60.0	51.7	49.9
Income taxes	32.8	22.2	15.4
Write off of mineral properties	14.5	-	-
Other non-cash/non-recurring items	(5.0)	5.3	(4.4)
Adjusted EBITDA	136.0	150.1	96.3

Figures may not add due to rounding

Reconciliation of net cash from operating activities to free cash flow from ongoing operations for the three months ended December 31, 2024 and the three months ended March 31, 2025 and 2024



Consolidated (in millions of US dollars)	December 31, 2024	March 31, 2025	March 31, 2024

Net cash provided by operating activities	150.3	126.4	48.9
Additions to mineral properties, plant and equipment	(61.9)	(39.6)	(41.3)
Payments of lease obligations	(5.7)	(6.0)	(4.7)
Free cash flow	82.7	80.8	2.9
Growth capital	10.3	15.4	5.5
Discontinued operations	(6.7)	11.4	8.4
Closure and rehabilitation provisions	0.3	-	-
Gain on blue chip swap investments	1.4	1.3	2.6
Other adjustments	(2.5)	2.4	(2.1)
Free cash flow from ongoing operations	85.5	111.3	17.3

Figures may not add due to rounding

Fortuna | 13

Reconciliation of cost of sales to cash cost per ounce of gold equivalent sold for the three months ended December 31, 2024 and the three months ended March 31, 2025 and 2024


Cash Cost Per Gold Equivalent Ounce Sold - Q4 2024	Lindero	Yaramoko	Séguéla	Caylloma	GEO Cash Costs
Cost of sales	47,380	40,610	58,956	19,866	166,814
Inventory adjustment	(4,704)	1,487	—	—	(3,217)
Depletion, depreciation, and amortization	(13,314)	(12,783)	(28,828)	(4,295)	(59,220)
Royalties and taxes	(79)	(5,346)	(6,377)	(222)	(12,024)
By-product credits	(973)	—	—	—	(973)
Other	—	—	—	(1,624)	(1,624)
Treatment and refining charges	—	—	—	2,965	2,965
Cash cost applicable per gold equivalent ounce sold	28,310	23,968	23,751	16,690	92,719
Ounces of gold equivalent sold	26,629	29,509	36,384	11,863	104,385
Cash cost per ounce of gold equivalent sold ($/oz)	1,063	812	653	1,407	888
Gold equivalent was calculated using the realized prices for gold of $2,661/oz Au, $31.3/oz Ag, $2,009/t Pb, and $3,046/t Zn for Q4 2024.
Figures may not add due to rounding


Cash Cost Per Gold Equivalent Ounce Sold - Q1 2025	Lindero	Yaramoko	Séguéla	Caylloma	GEO Cash Costs
Cost of sales	31,805	59,577	65,425	17,463	174,272
Depletion, depreciation, and amortization	(9,799)	(16,900)	(30,310)	(4,369)	(61,378)
Royalties and taxes	(94)	(7,729)	(10,133)	(240)	(18,196)
By-product credits	(731)	-	-	-	(731)
Other	123	-	-	(659)	(536)
Treatment and refining charges	-	-	-	50	50
Cash cost applicable per gold equivalent ounce sold	21,304	34,948	24,982	12,245	93,479
Ounces of gold equivalent sold	18,580	33,013	38,439	10,542	100,574
Cash cost per ounce of gold equivalent sold ($/oz)	1,147	1,059	650	1,162	929
Gold equivalent was calculated using the realized prices for gold of $2,882/oz Au, $31.8/oz Ag, $1,971/t Pb, and $2,841/t Zn for Q1 2025.
Figures may not add due to rounding


Cash Cost Per Gold Equivalent Ounce Sold - Q1 2024	Lindero	Yaramoko	Séguéla	Caylloma	GEO Cash Costs
Cost of sales	34,049	34,951	45,209	17,105	131,314
Depletion, depreciation, and amortization	(11,580)	(10,215)	(23,916)	(3,824)	(49,535)
Royalties and taxes	(253)	(4,293)	(5,472)	(354)	(10,372)
By-product credits	(424)	-	-	-	(424)
Other	1	-	-	(331)	(330)
Treatment and refining charges	-	-	-	1,231	1,231
Cash cost applicable per gold equivalent ounce sold	21,793	20,443	15,821	13,827	71,884
Ounces of gold equivalent sold	21,628	27,171	34,450	13,306	96,556
Cash cost per ounce of gold equivalent sold ($/oz)	1,008	752	459	1,039	744
Gold equivalent was calculated using the realized prices for gold of $1,990/oz Au, $23.3/oz Ag, $2,137/t Pb, and $2,499/t Zn
Figures may not add due to rounding

Fortuna | 14

Reconciliation of cost of sales to all-in sustaining cash cost per ounce of gold equivalent sold for the three months ended March 31, 2024 and the three and twelve months ended March 31, 2025 and 2024


AISC Per Gold Equivalent Ounce Sold - Q4 2024	Lindero	Yaramoko	Séguéla	Caylloma	Corporate	GEO AISC
Cash cost applicable per gold equivalent ounce sold	28,310	23,968	23,751	16,690	—	92,719
Inventory net realizable value adjustment	—	(829)	—	—	—	(829)
Royalties and taxes	79	5,346	6,377	222	—	12,024
Worker's participation	—	—	—	1,733	—	1,733
General and administration	3,026	503	2,549	1,391	9,666	17,135
Total cash costs	31,415	28,988	32,677	20,036	9,666	122,782
Sustaining capital1	19,869	9,430	17,396	8,338	—	55,033
Blue chips gains (investing activities)1	(1,406)	—	—	—	—	(1,406)
All-in sustaining costs	49,878	38,418	50,073	28,374	9,666	176,409
Gold equivalent ounces sold	26,629	29,509	36,384	11,863	—	104,385
All-in sustaining costs per ounce	1,873	1,302	1,376	2,392	—	1,690
Gold equivalent was calculated using the realized prices for gold of $2,661/oz Au, $31.3/oz Ag, $2,009/t Pb, and $3,046/t Zn for Q4 2024.
Figures may not add due to rounding
1 Presented on a cash basis


AISC Per Gold Equivalent Ounce Sold - Q1 2025	Lindero	Yaramoko	Séguéla	Caylloma	Corporate	GEO AISC
Cash cost applicable per gold equivalent ounce sold	21,304	34,948	24,982	12,245	-	93,479
Royalties and taxes	94	7,729	10,133	240	-	18,196
Worker's participation	-	-	-	739	-	739
General and administration	2,480	1,394	2,224	2,455	15,374	23,927
Total cash costs	23,878	44,071	37,339	15,679	15,374	136,341
Sustaining capital1	12,944	2,499	12,252	2,246	-	29,941
Blue chips gains (investing activities)1	(1,319)	-	-	-	-	(1,319)
All-in sustaining costs	35,503	46,570	49,591	17,925	15,374	164,963
Gold equivalent ounces sold	18,580	33,013	38,439	10,542	-	100,574
All-in sustaining costs per ounce	1,911	1,411	1,290	1,700	-	1,640
Gold equivalent was calculated using the realized prices for gold of $2,882/oz Au, $31.8/oz Ag, $1,971/t Pb, and $2,841/t Zn for Q1 2025.
Figures may not add due to rounding
1 Presented on a cash basis

Fortuna | 15


AISC Per Gold Equivalent Ounce Sold - Q1 2024	Lindero	Yaramoko	Séguéla	Caylloma	Corporate	GEO AISC
Cash cost applicable per gold equivalent ounce sold	21,793	20,443	15,821	13,827	-	71,884
Royalties and taxes	253	4,293	5,472	354	-	10,372
Worker's participation	-	-	-	417	-	417
General and administration	2,879	550	1,168	1,219	10,649	16,465
Total cash costs	24,925	25,286	22,461	15,817	10,649	99,138
Sustaining capital1	10,405	12,033	10,188	4,641	-	37,267
Blue chips gains (investing activities)1	(2,648)	-	-	-	-	(2,648)
All-in sustaining costs	32,682	37,319	32,649	20,458	10,649	133,757
Gold equivalent ounces sold	21,628	27,171	34,450	13,306	-	96,556
All-in sustaining costs per ounce2	1,511	1,373	948	1,538	-	1,385
Gold equivalent was calculated using the realized prices for gold of $1,990/oz Au, $23.3/oz Ag, $2,137/t Pb, and $2,499/t Zn
Figures may not add due to rounding
1 Presented on a cash basis

Reconciliation of cost of sales to cash cost per payable ounce of silver equivalent sold for the three months ended December 31, 2024 and for the three months ended March 31, 2025 and 2024


Cash Cost Per Silver Equivalent Ounce Sold - Q4 2024		Caylloma
Cost of sales		19,866
Depletion, depreciation, and amortization		(4,295)
Royalties and taxes		(222)
Other		(1,624)
Treatment and refining charges		2,965
Cash cost applicable per silver equivalent sold		16,690
Ounces of silver equivalent sold1		1,009,804
Cash cost per ounce of silver equivalent sold ($/oz)		16.53
1 Silver equivalent sold for is calculated using a silver to lead ratio of 1:34.3 pounds, and silver to zinc ratio of 1:22.6 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures may not add due to rounding


Cash Cost Per Silver Equivalent Ounce Sold - Q1 2025		Caylloma
Cost of sales		17,463
Depletion, depreciation, and amortization		(4,369)
Royalties and taxes		(240)
Other		(659)
Treatment and refining charges		50
Cash cost applicable per silver equivalent sold		12,245
Ounces of silver equivalent sold1		956,640
Cash cost per ounce of silver equivalent sold ($/oz)		12.80
1 Silver equivalent sold is calculated using a silver to lead ratio of 1:35.5 pounds, and silver to zinc ratio of 1:24.7 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures may not add due to rounding

Fortuna | 16


Cash Cost Per Silver Equivalent Ounce Sold - Q1 2024		Caylloma
Cost of sales		17,105
Depletion, depreciation, and amortization		(3,824)
Royalties and taxes		(354)
Other		(331)
Treatment and refining charges		1,231
Cash cost applicable per silver equivalent sold		13,827
Ounces of silver equivalent sold1		1,190,990
Cash cost per ounce of silver equivalent sold ($/oz)		11.61
1 Silver equivalent is calculated using a s silver to gold ratio of 86.8:1, silver to lead ratio of 1:24.7 pounds, and silver to zinc ratio of 1:21.0 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures have been restated to remove Right of Use
Figures may not add due to rounding

Reconciliation of all-in sustaining cash cost and all-in cash cost per payable ounce of silver equivalent sold for the three months ended December 31, 2024 and for the three months ended March 31, 2025 and 2024


AISC Per Silver Equivalent Ounce Sold - Q4 2024		Caylloma
Cash cost applicable per silver equivalent ounce sold		16,690
Royalties and taxes		222
Worker's participation		1,733
General and administration		1,391
Total cash costs		20,036
Sustaining capital3		8,338
All-in sustaining costs		28,374
Silver equivalent ounces sold1		1,009,804
All-in sustaining costs per ounce2		28.10
1 Silver equivalent sold for is calculated using a silver to lead ratio of 1:34.3 pounds, and silver to zinc ratio of 1:22.6 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis


AISC Per Silver Equivalent Ounce Sold - Q1 2025		Caylloma
Cash cost applicable per silver equivalent ounce sold		12,245
Royalties and taxes		240
Worker's participation		739
General and administration		2,455
Total cash costs		15,679
Sustaining capital3		2,246
All-in sustaining costs		17,925
Silver equivalent ounces sold1		956,640
All-in sustaining costs per ounce2		18.74
1 Silver equivalent sold is calculated using a silver to lead ratio of 1:35.5 pounds, and silver to zinc ratio of 1:24.7 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis

Fortuna | 17


AISC Per Silver Equivalent Ounce Sold - Q1 2024		Caylloma
Cash cost applicable per silver equivalent ounce sold		13,827
Royalties and taxes		354
Worker's participation		417
General and administration		1,219
Total cash costs		15,817
Sustaining capital3		4,641
All-in sustaining costs		20,458
Silver equivalent ounces sold1		1,190,990
All-in sustaining costs per ounce2		17.18
1 Silver equivalent is calculated using a s silver to gold ratio of 86.8:1, silver to lead ratio of 1:24.7 pounds, and silver to zinc ratio of 1:21.0 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis

Additional information regarding the Company’s financial results and activities underway are available in the unaudited condensed interim financial statements of the Company for the three months ended March 31, 2025 and 2024 and accompanying Q1 2025 MD&A, which are available for download on the Company’s website, www.fortunamining.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.

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Conference Call and Webcast

A conference call to discuss the financial and operational results will be held on Thursday, May 8, 2025, at 9:00 a.m. Pacific time | 12:00 p.m. Eastern time. Hosting the call will be Jorge A. Ganoza, President and CEO, Luis D. Ganoza, Chief Financial Officer, Cesar Velasco, Chief Operating Officer - Latin America, and David Whittle, Chief Operating Officer - West Africa.

Shareholders, analysts, media and interested investors are invited to listen to the live conference call by logging onto the webcast at: https://www.webcaster4.com/Webcast/Page/1696/52367 or over the phone by dialing in just prior to the starting time.

Conference call details:

Date: Thursday, May 8, 2025

Time: 9:00 a.m. Pacific time | 12:00 p.m. Eastern time

Dial in number (Toll Free): +1.888.506.0062

Dial in number (International): +1.973.528.0011

Access code: 794316

Replay number (Toll Free): +1.877.481.4010

Replay number (International): +1.919.882.2331

Replay passcode: 52367

Playback of the earnings call will be available until Thursday, May 22, 2025. Playback of the webcast will be available until Friday, May 8, 2026. In addition, a transcript of the call will be archived on the Company’s website.

About Fortuna Mining Corp.

Fortuna Mining Corp. is a Canadian precious metals mining company with four operating mines and exploration activities in Argentina, Burkina Faso, Côte d’Ivoire, Mexico, and Peru, as well as the Diamba Sud Gold Project located in Senegal. Sustainability is integral to all our operations and relationships. We produce gold and silver and generate shared value over the long-term for our stakeholders through efficient production, environmental protection, and social responsibility. For more information, please visit our website.

ON BEHALF OF THE BOARD

Jorge A. Ganoza

President, CEO, and Director

Fortuna Mining Corp.

Investor Relations:

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Forward-looking Statements

Carlos Baca | info@fmcmail.com | fortunamining.com | X | LinkedIn | YouTube This news release contains forward-looking statements which constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 (collectively, "Forward-looking Statements"). All statements included herein, other than statements of historical fact, are Forward-looking Statements and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results to differ materially from those reflected in the Forward-looking Statements. The Forward-looking Statements in this news release include, without limitation, statements about the Company's plans for its mines and mineral properties; statements regarding the completion of the sale of the Yaramoko Mine and the anticipated benefits to the Company of the sale of the San Jose Mine and the pending sale of the Yaramoko Mine; statements referring to a zero-harm work environment; the Company's business strategy, plans and outlook; the merit of the Company's mines and mineral properties; mineral resource and reserve estimates, metal recovery rates, concentrate grade and quality; changes in tax rates and tax laws, requirements for permits, anticipated approvals and other matters. Often, but not always, these Forward-looking Statements can be identified by the use of words such as "estimated", “expected”, “anticipated”, "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "planned", "reflecting", "will", "containing", "remaining", "to be", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.

The forward-looking statements in this news release also include financial outlooks and other forward-looking metrics relating to the Company and its business, including references to financial and business prospects and future results of operations, including production, and cost guidance and anticipated future financial performance. Such information, which may be considered future oriented financial information or financial outlooks within the meaning of applicable Canadian securities legislation (collectively, “FOFI”), has been approved by management of the Company and is based on assumptions which management believes were reasonable on the date such FOFI was prepared, having regard to the industry, business, financial conditions, plans and prospects of the Company and its business and properties. These projections are provided to describe the prospective performance of the Company's business. Nevertheless, readers are cautioned that such information is highly subjective and should not be relied on as necessarily indicative of future results and that actual results may differ significantly from such projections. FOFI constitutes forward-looking statements and is subject to the same assumptions, uncertainties, risk factors and qualifications as set forth below.

Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such uncertainties and factors include, among others, changes in general economic conditions and financial markets; risks associated with war or other geo-political hostilities, such as the Ukrainian – Russian and the Israel – Hamas conflicts, any of which could continue to cause a disruption in global economic activity; fluctuation in currencies and foreign exchange rates; increases in the rate of inflation; the imposition or any extension of capital controls in countries in which the Company operates; any changes in tax laws in Argentina and the other countries in which we operate; changes in the prices of key supplies; uncertainty relating to nature and climate change conditions; risks associated with climate change legislation; laws and regulations regarding the protection of the environment (including greenhouse gas emission reduction and other decarbonization requirements and the uncertainty surrounding the interpretation of omnibus Bill C-59 and the related amendments to the Competition Act (Canada); our ability to manage physical and transition risks related to climate change and successfully adapt our business strategy to a low carbon global economy; technological and operational hazards in Fortuna’s mining and mine development activities; risks related to water and power availability; risks inherent in mineral exploration; uncertainties inherent in the estimation of mineral reserves, mineral resources, and metal recoveries; changes to current estimates of mineral reserves and resources; changes to production and cost estimates; changes in the position of regulatory authorities with respect to the granting of approvals or permits; governmental and other approvals; changes in government, political unrest or instability in countries where Fortuna is active; labor relations issues; as well as those factors discussed under “Risk Factors” in the Company's Annual Information Form for the financial year ended December 31, 2024 filed with the Canadian Securities Administrators and available at www.sedarplus.ca and filed with the U.S. Securities and Exchange Commission as part of the Company’s Form 40-F and available at www.sec.gov/edgar.shtml. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-looking Statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

Forward-looking Statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including, but not limited to, the accuracy of the Company’s current mineral resource and reserve estimates; that the Company’s activities will be conducted in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company, its properties or changes to production estimates (which assume accuracy of projected ore grade, mining rates, recovery timing, and recovery rate estimates and may be impacted by unscheduled maintenance, labor

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and contractor availability and other operating or technical difficulties); geo-political uncertainties that may affect the Company’s production, workforce, business, operations and financial condition; the expected trends in mineral prices and currency exchange rates; that the Company will be successful in mitigating the impact of inflation on its business and operations; that all required approvals and permits will be obtained for the Company’s business and operations on acceptable terms; expectations regarding the Company completing the sale of the Yaramoko Mine on the basis consistent with the Company’s current expectations; that there will be no significant disruptions affecting the Company's operations, the ability to meet current and future obligations and such other assumptions as set out herein. Forward-looking Statements are made as of the date hereof and the Company disclaims any obligation to update any Forward-looking Statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that these Forward-looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on Forward-looking Statements.

Cautionary Note to United States Investors Concerning Estimates of Reserves and Resources

Reserve and resource estimates included in this news release have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards on Mineral Resources and Mineral Reserves. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for public disclosure by a Canadian company of scientific and technical information concerning mineral projects. Unless otherwise indicated, all mineral reserve and mineral resource estimates contained in the technical disclosure have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards on Mineral Resources and Reserves. Canadian standards, including NI 43-101, differ significantly from the requirements of the Securities and Exchange Commission, and mineral reserve and resource information included in this news release may not be comparable to similar information disclosed by U.S. companies.

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