フォーチュナマイニングの適時開示

June 30,

2025

$

June 30,

2024

$

Current Assets

Current Liabilities

Working Capital

Figures may not add due to rounding

6-K 1 tmb-20250630x6k.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 August 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

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: August 6, 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 June 30, 2025
99.2		Management’s Discussion and Analysis for the period ended June 30, 2025
99.3		CEO Certification
99.4		CFO Certification
99.5		News release dated August 6, 2025

EX-99.1 2 tmb-20250630xex99d1.htm EX-99.1

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended

June 30, 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 June 30,		Six months ended June 30,
	Note	2025 $	2024 (1) $	2025 $	2024 (1) $
Sales	18	230,419	156,287	425,456	300,282
Cost of sales	19	125,390	103,676	240,085	200,041
Mine operating income		105,029	52,611	185,371	100,241

General and administration	20	21,575	20,643	45,476	36,865
Foreign exchange (gain) loss		(2,325)	1,686	(2,518)	4,112
Write-off of mineral properties	7	1,997	-	1,997	-
Other expenses		59	(469)	749	(352)
		21,306	21,860	45,704	40,625

Operating income		83,723	30,751	139,667	59,616

Investment gains	4	1,679	2,501	2,998	5,149
Interest and finance costs, net	21	(3,423)	(6,591)	(6,467)	(12,320)
Loss on derivatives		(622)	-	(569)	-
		(2,366)	(4,090)	(4,038)	(7,171)

Income before income taxes		81,357	26,661	135,629	52,445

Income taxes
Current income tax expense		23,848	21,595	47,543	35,688
Deferred income tax expense (recovery)		9,804	(17,143)	1,497	(19,838)
		33,652	4,452	49,040	15,850
Net income from continuing operations		47,705	22,209	86,589	36,595

Net (loss) income from discontinued operations, net of tax	22	(3,638)	21,131	22,287	35,812
Net income		44,067	43,340	108,876	72,407

Net income from continuing operations attributable to:
Fortuna shareholders		42,629	21,262	78,063	34,298
Non-controlling interests	26	5,076	947	8,526	2,297
Net income attributable to:
Fortuna shareholders		37,314	40,629	95,817	66,879
Non-controlling interests	26	6,753	2,711	13,059	5,528
		44,067	43,340	108,876	72,407

Earnings per share from continuing operations attributable to Fortuna shareholders	17
Basic		0.14	0.07	0.25	0.11
Diluted		0.14	0.07	0.25	0.11

Earnings per share attributable to Fortuna shareholders	17
Basic		0.12	0.13	0.31	0.22
Diluted		0.12	0.13	0.31	0.22

Weighted average number of common shares outstanding (000's)
Basic		306,960	306,004	306,788	306,237
Diluted		308,957	316,941	308,513	308,207

(1)

Comparative information has been restated due to discontinued operations (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 June 30,		Six months ended June 30,
	Note	2025 $	2024 $	2025 $	2024 $
Net income		44,067	43,340	108,876	72,407

Items that will remain permanently in other comprehensive income (loss):
Changes in fair value of investments in equity securities, net of $nil tax		506	(10)	455	18
Items that are or may subsequently be reclassified to profit or loss:
Currency translation adjustment, net of tax (1)		1,350	(38)	2,099	(1,192)
Reclassification of translation adjustments on disposal of subsidiaries, net of $nil tax	22	1,701	-	1,701	-
Total other comprehensive income (loss)		3,557	(48)	4,255	(1,174)
Comprehensive income		47,624	43,292	113,131	71,233

Comprehensive income attributable to:
Fortuna shareholders		40,871	40,581	100,072	65,705
Non-controlling interests	26	6,753	2,711	13,059	5,528
		47,624	43,292	113,131	71,233

(1)

For the three and six months ended June 30, 2025, the currency translation adjustment is net of tax expenses of $960 thousand and $914 thousand, respectively (2024 - recoveries of $326 thousand and $285 thousand, respectively).

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	June 30, 2025 $	December 31, 2024 $
ASSETS
CURRENT ASSETS
Cash and cash equivalents		378,422	231,328
Short-term investments		8,922	-
Trade and other receivables	4	67,171	99,984
Inventories	5	120,413	134,496
Other current assets	6	12,593	20,433
		587,521	486,241
NON-CURRENT ASSETS
Mineral properties and property, plant and equipment	7	1,472,442	1,539,187
Other non-current assets	8	78,298	90,104
Total assets		2,138,261	2,115,532

LIABILITIES
CURRENT LIABILITIES
Trade and other payables	9	134,004	151,642
Income taxes payable		60,123	80,116
Current portion of lease obligations	11	22,097	19,761
Current portion of closure and reclamation provisions	14	749	4,510
		216,973	256,029
NON-CURRENT LIABILITIES
Debt	12	130,040	126,031
Deferred tax liabilities		135,481	144,266
Closure and reclamation provisions	14	46,111	70,827
Lease obligations	11	63,907	48,216
Other non-current liabilities	13	3,356	4,090
Total liabilities		595,868	649,459

SHAREHOLDERS' EQUITY
Share capital	16	1,128,838	1,129,709
Reserves		60,876	57,772
Retained earnings		304,931	216,384
Equity attributable to Fortuna shareholders		1,494,645	1,403,865
Equity attributable to non-controlling interests	26	47,748	62,208
Total equity		1,542,393	1,466,073

Total liabilities and shareholders' equity		2,138,261	2,115,532

Contingencies and Capital Commitments (Note 27)

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 June 30,		Six months ended June 30,
	Note	2025 $	2024 $	2025 $	2024 $

Operating activities:
Net income from continuing operations		47,705	22,209	86,589	36,595
Items not involving cash:
Depletion and depreciation		48,342	42,894	93,129	82,543
Accretion expense	21	1,903	1,439	3,657	2,779
Income taxes		33,652	4,452	49,040	15,850
Interest expense, net	21	1,520	4,971	2,810	9,157
Share-based payments, net of cash settlements		3,345	4,687	6,206	4,817
Write-off of mineral properties	7	1,997	-	1,997	-
Unrealized foreign exchange gain		(2,536)	(376)	(3,712)	(5,682)
Investment gains	4	(1,679)	(2,501)	(2,998)	(5,149)
Other		99	277	1,460	196
Changes in working capital	25	(4,196)	(14,484)	(12,176)	(39,187)
Cash provided by operating activities		130,152	63,568	226,002	101,919
Income taxes paid		(36,394)	(20,551)	(45,761)	(23,984)
Interest paid		(3,582)	(6,263)	(4,108)	(10,058)
Interest received		2,507	602	5,567	1,302
Net cash provided by operating activities - continuing operations		92,683	37,356	181,700	69,179
Net cash (used in) provided by operating activities - discontinued operations	22	(25,377)	36,172	11,984	53,296

Investing activities:
Investments in equity securities		(6,045)	-	(6,045)	-
Additions to mineral properties and property, plant and equipment	7	(47,015)	(40,637)	(84,968)	(67,596)
Purchases of investments	4	(4,428)	(8,800)	(18,804)	(16,413)
Proceeds from sale of marketable securities and investment maturities	4	1,194	11,300	12,546	21,561
Receipts (deposits) on long-term assets		2,025	418	4,351	(886)
Other investing activities		-	44	(232)	48
Cash used in investing activities - continuing operations		(54,269)	(37,675)	(93,152)	(63,286)
Cash provided by (used in) investing activities - discontinued operations	22	73,286	(9,400)	71,680	(23,291)

Financing activities:
Restricted cash - convertible debentures	12	-	(46,129)	-	(46,129)
Transaction costs on credit facility	12	-	-	(107)	-
Proceeds from credit facility	12	-	68,000	-	68,000
Repayment of credit facility	12	-	(193,000)	-	(233,000)
Convertible notes issued	12	-	172,500	-	172,500
Cost of financing - 2024 Convertible Notes	12	-	(5,207)	-	(5,207)
Repurchase of common shares	16	-	-	(4,165)	(3,535)
Payments of lease obligations	25	(6,114)	(4,385)	(11,112)	(8,009)
Cash used in financing activities - continuing operations		(6,114)	(8,221)	(15,384)	(55,380)
Cash used in financing activities - discontinued operations	22	(11,875)	(1,234)	(12,879)	(2,544)
Effect of exchange rate changes on cash and cash equivalents		1,996	877	3,151	(525)
Increase (decrease) in cash and cash equivalents during the period - continuing operations		34,296	(7,663)	76,315	(50,012)
Increase in cash and cash equivalents during the period - discontinued operations	22	36,034	25,538	70,785	27,461
Cash and cash equivalents, beginning of the period		308,092	87,722	231,322	128,148
Cash and cash equivalents, end of the period		378,422	105,597	378,422	105,597

Cash and cash equivalents consist of:
Cash		190,297	73,495	190,297	73,495
Cash equivalents		188,125	32,102	188,125	32,102
Cash and cash equivalents, end of the period		378,422	105,597	378,422	105,597

Segment totals for the discontinued operations 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		-		-		-		-		-	-		-		95,817		13,059		108,876
Other comprehensive income		-		-		-		-		455	-		3,800		-		-		4,255
Total comprehensive income		-		-		-		-		455	-		3,800		95,817		13,059		113,131

Transactions with owners of the Company
Sale of Roxgold SANU S.A.	22	-		-		-		-		-	-		-		-		(10,250)		(10,250)
Dividend declared to non-controlling interests	26	-		-		-		-		-	-		-		-		(24,539)		(24,539)
Repurchase of common shares	16	(916,900)		(4,165)		-		-		-	-		-		-		-		(4,165)
Shares issued on vesting of share units	15	948,697		3,294		(3,294)		-		-	-		-		-		-		-
Issuance of shares to non-controlling interests	26	-		-		-		-		-	-		-		(7,270)		7,270		-
Share-based payments	15	-		-		2,143		-		-	-		-		-		-		2,143
		31,797		(871)		(1,151)		-		-	-		-		(7,270)		(27,519)		(36,811)

Balance at June 30, 2025		306,959,986		1,128,838		25,550		198		(420)	37,050		(1,502)		304,931		47,748		1,542,393

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		-		-		-		-		-	-		-		66,879		5,528		72,407
Other comprehensive loss		-		-		-		-		18	-		(1,192)		-		-		(1,174)
Total comprehensive income		-		-		-		-		18	-		(1,192)		66,879		5,528		71,233

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	15	556,785		2,914		(2,914)		-		-	-		-		-		-		-
Share-based payments	15	-		-		2,033		-		-	-		-		-		-		2,033
Equity portion of convertible notes, net of tax	12	-		-		-		-		-	32,331		-		-		-		32,331
		(473,590)		(621)		(881)		-		-	32,331		-		-		-		30,829

Balance at June 30, 2024		306,114,040		1,124,755		25,263		198		(980)	37,156		(6,019)		154,528		55,282		1,390,183

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 and six months ended June 30, 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, Côte d’Ivoire, Peru, Mexico, 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, and the underground Caylloma silver, lead, and zinc mine (“Caylloma”) in southern Peru, and is developing the Diamba Sud gold project in Senegal. 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 silver and gold mine in southern Mexico (“San Jose”) (see Note 22). On May 12, 2025, the Company completed the sale of all of its interest in Roxgold SANU S.A. (“Sanu”), which owns and operates the underground and open pit Yaramoko gold mine in southwestern Burkina Faso (“Yaramoko”), and 100% of three other Burkina Faso subsidiaries (collectively, the “Sanu Entities”) (see Note 22).

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.

The Company’s registered and head offices are located at Suite 820, 1111 Melville Street, Vancouver, British Columbia, V6E 3V6, 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 August 6, 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 and six months ended June 30, 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 and six months ended June 30, 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.

In connection with the disposal of the Sanu Entities on May 12, 2025, the Company received non-cash consideration in the form of a right to receive certain value-added tax refunds. The receipt of these cash flows is contingent upon the satisfaction of certain administrative and regulatory conditions, which are not yet complete. In accordance with IFRS 13, Fair Value Measurement, and IFRS 9, Financial Instruments, this contingent consideration receivable is classified as a financial asset measured at fair value through profit or loss. The fair value of this asset was determined to be $11.7 million as at June 30, 2025. See Notes 22 and 24 for details.

4. TRADE AND OTHER RECEIVABLES


	June 30, 2025 $	December 31, 2024 $
Trade receivables from doré and concentrate sales	16,765	26,702
Advances and other receivables	5,475	4,332
Value added tax receivables	44,931	68,950
Trade and other receivables	67,171	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 June 30, 2025.

As at June 30, 2025, current Value Added Tax (“VAT”) receivables include $13.1 million (December 31, 2024 - $20.4 million) for Argentina, $nil (December 31, 2024 - $4.3 million) for Mexico, $29.9 million (December 31, 2024 - $22.2 million) for Côte d’Ivoire, and $nil (December 31, 2024 - $20.6 million) for Burkina Faso. An additional $11.4 million (December 31, 2024 - $28.4 million) of VAT receivables are classified as non-current. Refer to Note 8 for details.

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 and six months ended June 30, 2025, the Company recorded investment gains of $nil and $1.3 million, respectively (June 30, 2024 - $2.5 million and $5.1 million, respectively) from trades in Argentine peso denominated cross-border securities.

Page | 7

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

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

5. INVENTORIES


	Note	June 30, 2025 $	December 31, 2024 $
Ore stockpiles		98,359	104,998
Materials and supplies		42,595	55,864
Leach pad and gold-in-circuit		28,493	26,673
Doré bars		3,552	547
Concentrate stockpiles		461	299
Total inventories		173,460	188,381
Less: non-current portion	8	(53,047)	(53,885)
Current inventories		120,413	134,496

During the three and six months ended June 30, 2025, the Company expensed $111.3 million and $213.0 million, respectively, of inventories to cost of sales (June 30, 2024 - $93.0 million and $179.9 million, respectively).

6. OTHER CURRENT ASSETS


	June 30, 2025 $	December 31, 2024 $
Prepaid expenses	5,556	15,936
Investments in equity securities	6,676	63
Income tax receivable	211	4,158
Other	150	276
Other current assets	12,593	20,433

As at June 30, 2025, prepaid expenses include $1.9 million (December 31, 2024 - $8.6 million) related to deposits and advances to contractors.

On June 11, 2025, the Company acquired 15,037,593 common shares of Awalé Resources Limited, a mineral exploration company in Côte d’Ivoire for $6.0 million. As at June 30, 2025, the fair value of this investment was $6.6 million, and is included in investments in equity securities. The fair value recognized was determined based on quoted prices in active markets, a Level 1 fair value measurement, with changes in fair value recorded in other comprehensive income.

Page | 8

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 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	1,619,651	269,345	73,892	1,017,240	2,980,128
Additions	39,650	22,427	25,006	38,271	125,354
Changes in closure and reclamation provision	(446)	-	-	(58)	(504)
Disposals and write-offs	-	(1,997)	(375)	(3,620)	(5,992)
Sale of discontinued operations (1)	(549,210)	(15,953)	(55)	(258,682)	(823,900)
Transfers	1,170	22	(59,331)	58,139	-
Balance as at June 30, 2025	1,110,815	273,844	39,137	851,290	2,275,086
ACCUMULATED DEPLETION AND IMPAIRMENT
Balance as at December 31, 2024	901,599	-	49	539,293	1,440,941
Disposals and write-offs	-	-	-	(3,388)	(3,388)
Sale of discontinued operations (1)	(507,347)	-	(49)	(245,781)	(753,177)
Depletion and depreciation	73,387	-	-	44,881	118,268
Balance as at June 30, 2025	467,639	-	-	335,005	802,644
Net book value as at June 30, 2025	643,176	273,844	39,137	516,285	1,472,442

(1)

Represents the net book value of mineral properties and property, plant and equipment of Cuzcatlan and the Sanu Entities that were sold during the period. Refer to Note 22 for details.

As at June 30, 2025, non-depletable mineral properties include $94.0 million of exploration and evaluation assets (December 31, 2024 - $97.8 million).

As at June 30, 2025, property, plant and equipment include right-of-use assets with a net book value of $84.8 million (December 31, 2024 - $66.3 million). Related depletion and depreciation for the three and six months ended June 30, 2025, was $4.6 million and $9.5 million, respectively (June 30, 2024 - $3.7 million and $7.2 million, respectively).

Page | 9

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 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	1,544,820	240,970	44,218	941,528	2,771,536
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)	-	(7,534)	(22,019)
Transfers (2)	(10,612)	13,695	(44,344)	41,261	-
Balance as at December 31, 2024	1,619,651	269,345	73,892	1,017,240	2,980,128
ACCUMULATED DEPLETION AND IMPAIRMENT
Balance as at December 31, 2023	724,468	-	49	472,807	1,197,324
Disposals and write-offs	-	-	-	(6,737)	(6,737)
Depletion and depreciation	177,131	-	-	73,223	250,354
Balance as at December 31, 2024	901,599	-	49	539,293	1,440,941
Net book value as at December 31, 2024	718,052	269,345	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 subsequently reversed its deferred tax liability of $1.6 million related to exploration and evaluation assets and recorded 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	June 30, 2025 $	December 31, 2024 $
Ore stockpiles	5	53,047	53,885
Value added tax receivables		11,362	28,374
Income tax receivable		-	1,152
Unamortized transaction costs		1,207	1,390
Other		12,682	5,303
Total other non-current assets		78,298	90,104

As at June 30, 2025, ore stockpiles include $45.8 million (December 31, 2024 - $49.0 million) at the Lindero mine and $7.3 million (December 31, 2024 - $4.9 million) at the Séguéla mine.

As at June 30, 2025, non-current VAT receivables include $11.4 million (December 31, 2024 - $nil) for Côte d’Ivoire, $nil (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 and six months ended June 30, 2025 and 2024

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

As at June 30, 2025, other non-current assets include $11.7 million related to non-cash contingent consideration from the sale of the Sanu Entities (December 31, 2024 - $nil). Refer to Note 22 for details.

9. TRADE AND OTHER PAYABLES


	Note	June 30, 2025 $	December 31, 2024 $
Trade accounts payable		78,171	91,180
Payroll and related payables		20,070	30,345
Mining royalty payable		1,340	4,433
Other payables		19,891	15,565
Share units payable	15(a)(b)(c)	14,532	10,119
Total trade and other payables		134,004	151,642

As at June 30, 2025, other payables include $12.9 million of dividends declared to non-controlling interests, including withholding taxes, (December 31, 2024 - $nil), and $nil (December 31, 2024 - $6.6 million) of severance provisions for the anticipated closure of the San Jose mine. As at June 30, 2025, other payables also include $1.7 million (December 31, 2024 - $nil) related to 505 ounces of gold sold at Lindero under an advanced sales contract but not yet delivered. 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 and six months ended June 30, 2025 and 2024:

Key Management Personnel

Amounts paid to key management personnel were as follows:


	Three months ended June 30,		Six months ended June 30,
	2025 $	2024 $	2025 $	2024 $
Salaries and benefits	1,422	2,038	4,365	4,969
Directors' fees	318	214	536	429
Consulting fees	16	16	37	33
Share-based payments	1,969	3,539	7,588	5,280
	3,725	5,807	12,526	10,711

During the three and six months ended June 30, 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 (refer to Note 22 for details). Luis D. Ganoza, the Company’s Chief Financial Officer, is an independent, non-shareholding director of JRC and disclosed this relationship to the Company’s Board of Directors.

Page | 11

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

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

11. LEASE OBLIGATIONS


	Minimum lease payments
	June 30, 2025 $	December 31, 2024 $
Less than one year	29,431	24,849
Between one and five years	61,893	50,868
More than five years	15,512	6,618
	106,836	82,335
Less: future finance charges	(20,832)	(14,358)
Present value of lease obligations	86,004	67,977
Less: current portion	(22,097)	(19,761)
Non-current portion	63,907	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 2024 Convertible Notes	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	4,009	-	-	4,009
Balance as at June 30, 2025	130,040	-	-	130,040
Non-current portion	130,040	-	-	130,040

Page | 12

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

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

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 June 30, 2025, the Company was in compliance with all of the covenants under the Credit Facility.

The Company has pledged significant assets, including those of its principal operating subsidiaries, as collateral for the Credit Facility. All security previously granted by the Company's Burkinabe operating subsidiary, Sanu, and its direct and indirect holding companies, was released in connection with the sale of the Company’s Burkinabe subsidiaries to Soleil Resources International Ltd., which closed on May 12, 2025. Refer to Note 22 for details.

As at June 30, 2025, the Credit Facility remained undrawn, except for Letters of Credit.

13. OTHER NON-CURRENT LIABILITIES


	Note	June 30, 2025 $	December 31, 2024 $
Restricted share units	15(b)	3,356	3,944
Other		-	146
Total other non-current liabilities		3,356	4,090

14. CLOSURE AND RECLAMATION PROVISIONS

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


	Caylloma $	San Jose(1) $	Lindero $	Yaramoko(1) $	Séguéla $	Total $
Balance as at December 31, 2024	15,356	14,677	15,470	14,724	15,110	75,337
Changes in estimate (2)	(1,297)	460	687	(375)	481	(44)
Reclamation expenditures	(37)	(143)	-	-	-	(180)
Accretion	410	341	366	156	314	1,587
Effect of changes in foreign exchange rates	-	(35)	-	-	-	(35)
Disposals	-	(15,300)	-	(14,505)	-	(29,805)
Balance as at June 30, 2025	14,432	-	16,523	-	15,905	46,860
Less: current portion	(749)	-	-	-	-	(749)
Non-current portion	13,683	-	16,523	-	15,905	46,111

(1)

Represents the closure and reclamation provisions of Cuzcatlan and Sanu, which were sold during the period. Refer to Note 22 for details.

(2)

The change in estimate for the San Jose mine of $0.5 million was included in net (loss) income from discontinued operations, net of tax in the Company's consolidated statements of income for the six months ended June 30, 2025.

Page | 13

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

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


	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 (loss) for the year ended December 31, 2024.

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


	Caylloma $	Lindero $	Séguéla $	Total $
Undiscounted uninflated estimated cash flows	17,521	17,470	17,594	52,585
Discount rate	5.78%	4.78%	3.98%
Inflation rate	2.80%	2.50%	2.20%

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

15. SHARE-BASED PAYMENTS

During the three and six months ended June 30, 2025, the Company recognized share-based payments of $4.5 million and $13.7 million, respectively (June 30, 2024 - $5.6 million and $7.8 million, respectively), 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	-	2,817
Outstanding, June 30, 2025	1,267,808	8,280

Page | 14

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

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

(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	(1,388,867)	(7,342)
Forfeited or cancelled	(122,133)	(277)
Changes in fair value and vesting	-	8,240
Outstanding, June 30, 2025	3,392,606	9,608
Less: current portion		(6,252)
Non-current portion		3,356

RSUs granted during the three and six months ended June 30, 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).


					Equity Settled
					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, June 30, 2025					1,996,507

PSUs granted during the three and six months ended June 30, 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 and six months ended June 30, 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.

Page | 15

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

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

(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 June 30, 2025, a total of 2,950,529 stock options are available for issuance under the plan. As at June 30, 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 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.

During the six months ended June 30, 2025, the Company acquired and cancelled 916,900 common shares (June 30, 2024 - 1,030,375) at an average cost of $4.53 per share (June 30, 2024 - $3.42), excluding brokerage fees, for a total cost of $4.2 million (June 30, 2024 - $3.5 million).

17. EARNINGS PER SHARE


	Three months ended June 30,		Six months ended June 30,
	2025 $	2024 $	2025 $	2024 $
Basic:
Net income from continuing operations attributable to Fortuna shareholders	42,629	21,262	78,063	34,298
Net income attributable to Fortuna shareholders	37,314	40,629	95,817	66,879

Weighted average number of shares (000's)	306,960	306,004	306,788	306,237
Earnings per share from continuing operations - basic	0.14	0.07	0.25	0.11
Earnings per share - basic	0.12	0.13	0.31	0.22

Page | 16

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

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


	Three months ended June 30,		Six months ended June 30,
	2025 $	2024 $	2025 $	2024 $
Diluted:
Net income from continuing operations attributable to Fortuna shareholders	42,629	21,262	78,063	34,298
Add: finance costs on convertible debt, net of tax (1)	-	777	-	-
Diluted net income from continuing operations for the period	42,629	22,039	78,063	34,298
Net income attributable to Fortuna shareholders	37,314	40,629	95,817	66,879
Add: finance costs on convertible debt, net of tax (1)	-	777	-	-
Diluted net income for the period	37,314	41,406	95,817	66,879

Weighted average number of shares (000's)	306,960	306,004	306,788	306,237
Incremental shares from dilutive potential shares	1,997	10,937	1,725	1,970
Weighted average diluted number of shares (000's)	308,957	316,941	308,513	308,207
Earnings per share from continuing operations - diluted	0.14	0.07	0.25	0.11
Earnings per share - diluted	0.12	0.13	0.31	0.22

(1)

For the three months ended June 30, 2024, finance costs on convertible debt are net of tax of $287 thousand.

The incremental shares from dilutive potential shares primarily consist of share units. For the three and six months ended June 30, 2025, an aggregate of 26,172,045 potential common shares (three months ended June 30, 2024 - 9,143,000 common shares included and six month ended June 30, 2024 - 9,143,000 common shares excluded) issuable on conversion of the 2024 Convertible Notes (June 30, 2024 - 2019 Convertible Debentures) were excluded from the diluted earnings per share calculation as their effect would have been anti-dilutive.

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 June 30, 2025
	Argentina $	Côte d'Ivoire $	Peru $	Total $
Gold doré	75,681	126,454	-	202,135
Silver-lead concentrates	-	-	15,777	15,777
Zinc concentrates	-	-	12,570	12,570
Provisional pricing adjustments	-	-	(63)	(63)
Sales to external customers	75,681	126,454	28,284	230,419

	Three months ended June 30, 2024
	Argentina $	Côte d'Ivoire $	Peru $	Total $
Gold doré	50,059	77,198	-	127,257
Silver-lead concentrates	-	-	15,566	15,566
Zinc concentrates	-	-	12,056	12,056
Provisional pricing adjustments	-	-	1,408	1,408
Sales to external customers	50,059	77,198	29,030	156,287

Page | 17

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

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


	Six months ended June 30, 2025
	Argentina $	Côte d'Ivoire $	Peru $	Total $
Gold doré	128,835	237,452	-	366,287
Silver-lead concentrates	-	-	31,459	31,459
Zinc concentrates	-	-	27,557	27,557
Provisional pricing adjustments	-	-	153	153
Sales to external customers	128,835	237,452	59,169	425,456

	Six months ended June 30, 2024
	Argentina $	Côte d'Ivoire $	Peru $	Total $
Gold doré	95,271	149,359	-	244,630
Silver-lead concentrates	-	-	31,547	31,547
Zinc concentrates	-	-	22,931	22,931
Provisional pricing adjustments	-	-	1,174	1,174
Sales to external customers	95,271	149,359	55,652	300,282

The following table presents the Company’s revenue by customer for the three and six months ended June 30, 2025 and 2024:


	Three months ended June 30,		Six months ended June 30,
	2025 $	2024 $	2025 $	2024 $
Customer 1	126,454	77,198	237,452	149,359
Customer 2	75,681	50,058	128,835	95,271
Customer 3	28,284	29,031	59,169	55,652
	230,419	156,287	425,456	300,282

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 | 18

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 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 June 30,		Six months ended June 30,
	2025 $	2024 $	2025 $	2024 $
Direct mining costs	46,404	41,246	88,580	78,245
Depletion and depreciation	47,733	41,786	92,136	81,026
Salaries and benefits	19,255	14,052	36,249	27,747
Royalties and other taxes	11,539	5,974	22,007	12,053
Workers' participation	518	390	1,295	742
Other	(59)	228	(182)	228
Cost of sales	125,390	103,676	240,085	200,041

For the three and six months ended June 30, 2025, depletion and depreciation includes $4.2 million and $8.1 million, respectively, of depreciation related to right-of-use assets (June 30, 2024 - $2.6 million and $5.1 million, respectively).

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 and six months ended June 30, 2025.

20. GENERAL AND ADMINISTRATION


	Three months ended June 30,		Six months ended June 30,
	2025 $	2024 $	2025 $	2024 $
General and administration	16,937	14,924	31,679	28,876
Workers' participation	111	86	141	157
	17,048	15,010	31,820	29,033
Share-based payments	4,527	5,633	13,656	7,832
General and administration	21,575	20,643	45,476	36,865

21. INTEREST AND FINANCE COSTS, NET


	Three months ended June 30,		Six months ended June 30,
	2025 $	2024 $	2025 $	2024 $
Interest income	3,084	602	6,143	1,301
Credit facilities and other interest	(582)	(3,224)	(987)	(6,855)
2024 Convertible Notes interest	(1,617)	(354)	(3,234)	(354)
Amortization of discount and transaction costs	(2,181)	(1,462)	(4,272)	(2,212)
Bank stand-by and commitment fees	(224)	(184)	(460)	(361)
Accretion expense	(528)	(506)	(1,090)	(981)
Lease liabilities	(1,375)	(933)	(2,567)	(1,798)
2019 Convertible Debentures interest	-	(530)	-	(1,060)
	(3,423)	(6,591)	(6,467)	(12,320)

Page | 19

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

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

22. DISCONTINUED OPERATIONS

(a)

Accounting Policy – Assets Held for Sale and Discontinued Operations

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 April 11, 2025, the Company completed the sale of its 100% interest in Cuzcatlan, which owns and operates the San Jose Mine in Oaxaca, Mexico. Accordingly, all assets and liabilities previously classified as held for sale were derecognized during the three and six months ended June 30, 2025.

On May 12, 2025, the Company completed the sale of its interests in the Sanu Entities and ceased all operations in Burkina Faso.

Page | 20

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

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

Results of Discontinued Operation – Cuzcatlan

The following table presents the results of Cuzcatlan for the three and six months ended June 30, 2025 and 2024:


	Three months ended June 30,		Six months ended June 30,
	2025 $	2024 $	2025 $	2024 $
Sales	19	30,264	168	54,307
Cost of sales	138	25,524	287	49,248
Mine operating (loss) income	(119)	4,740	(119)	5,059

General and administration	-	1,590	638	3,048
Foreign exchange loss (gain)	178	(842)	190	(689)
Other expenses	10	469	2,202	368
Operating (loss) income	(307)	3,523	(3,149)	2,332

Interest and finance costs, net	-	(312)	(325)	(507)
(Loss) income before income taxes	(307)	3,211	(3,474)	1,825

Income taxes	-	-	(1)	(896)
Net (loss) income from operating activities, net of tax	(307)	3,211	(3,473)	2,721

Gain on sale of discontinued operation	7,646	-	7,646	-
Income from discontinued operation, net of tax	7,339	3,211	4,173	2,721

Income per share from discontinued operation attributable to Fortuna shareholders
Basic	0.02	0.01	0.01	0.01
Diluted	0.02	0.01	0.01	0.01

Page | 21

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

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

Results of Discontinued Operation – Sanu Entities

The following table presents the results of the Sanu Entities for the three and six months ended June 30, 2025 and 2024:


	Three months ended June 30,		Six months ended June 30,
	2025 $	2024 $	2025 $	2024 $
Sales	32,951	73,420	128,059	130,331
Cost of sales	22,816	50,839	82,393	85,790
Mine operating income	10,135	22,581	45,666	44,541

General and administration	(14)	182	1,380	732
Foreign exchange (gain) loss	(2,384)	528	(4,254)	2,064
Other expenses	3,128	730	3,217	1,143
Operating income	9,405	21,141	45,323	40,602

Interest and finance costs, net	26	19	44	(275)
Income before income taxes	9,431	21,160	45,367	40,327

Income taxes	3,295	3,240	10,140	7,236
Net income from operating activities, net of tax	6,136	17,920	35,227	33,091

Loss on sale of discontinued operation	(11,360)	-	(11,360)	-
Tax expense on sale of discontinued operation	(4,052)	-	(4,052)	-
Release of OCI on sale of discontinued operation	(1,701)	-	(1,701)	-
(Loss) income from discontinued operation, net of tax	(10,977)	17,920	18,114	33,091

(Loss) income from discontinued operation, net of tax attributable to:
Fortuna shareholders	(12,654)	16,156	13,581	29,860
Non-controlling interest	1,677	1,764	4,533	3,231
	(10,977)	17,920	18,114	33,091

(Loss) income per share from discontinued operation attributable to Fortuna shareholders
Basic	(0.04)	0.05	0.04	0.10
Diluted	(0.04)	0.05	0.04	0.10

Page | 22

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

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

Effect of disposal


As at June 30, 2025	Cuzcatlan $	Sanu Entities $
Cash and cash equivalents	1,817	7,384
Trade and other receivables	1,897	46,791
Inventories	2,786	17,153
Mineral properties and property, plant and equipment	9,189	61,533
Other current assets	4,281	-
Other non-current assets	2,426	35,458
Trade and other payables	(763)	(41,004)
Lease obligations	(197)	(2,666)
Closure and reclamation provisions	(15,300)	(14,505)
Deferred tax liabilities	-	(8,032)
Net assets sold	6,136	102,112

Cash consideration received	13,586	68,844
Other consideration received	196	11,658
Total consideration received	13,782	80,502

Non-controlling interests removed with disposal	-	10,250
Gain (loss) on sale of discontinued operations	7,646	(11,360)


	Cuzcatlan $	Sanu Entities $
Cash consideration received	13,586	68,844
Cash and cash equivalents disposed of	(1,817)	(7,384)
Net cash inflows on disposal	11,769	61,460

The $70.0 million cash consideration for the disposal of the Sanu Entities is subject to a post-closing working capital and net cash adjustment. As at June 30, 2025, only one adjustment has been recorded, reflecting a $1.2 million cash transfer from the Company to one of the disposed subsidiaries shortly after closing. No further adjustments were recognized as at June 30, 2025, and the final agreement on post-closing working capital and net cash adjustment is expected in the third quarter.

Non-cash consideration received for the disposal of the Sanu Entities’ assets relates to the right to receive up to $53.6 million of future cash payments associated with VAT receivables (subject to administrative fees and capital gains taxes) if received by Sanu from the State of Burkina Faso within the period of five years from the closing date, subject to certain conditions. The estimated fair value was based on projected future cash flows, after considering applicable fees and taxes, using internal historical data discounted over the expected period of collection. This is a Level 3 fair value measurement, as the estimated cash flows are significantly affected by assumptions regarding discount rates, timing of recovery, and the probability of collection.

Page | 23

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

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

Cash Flows of Discontinued Operations

The following table summarizes the cash flows attributable to Cuzcatlan and the Sanu Entities:


	Three months ended June 30,		Six months ended June 30,
	2025 $	2024 $	2025 $	2024 $
Cuzcatlan	(1,303)	4,160	(11,200)	(819)
Sanu Entities	(24,074)	32,012	23,184	54,115
Net cash (used in) provided by operating activities	(25,377)	36,172	11,984	53,296

Cuzcatlan	11,827	(1,350)	11,738	(4,257)
Sanu Entities	61,459	(8,050)	59,942	(19,034)
Cash provided by (used in) investing activities	73,286	(9,400)	71,680	(23,291)

Cuzcatlan	-	(216)	(22)	(477)
Sanu Entities	(11,875)	(1,018)	(12,857)	(2,067)
Cash used in financing activities	(11,875)	(1,234)	(12,879)	(2,544)
Net cash flows from discontinued operations	36,034	25,538	70,785	27,461

Page | 24

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

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

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 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 operations:

●

Cuzcatlan – operates the San Jose silver-gold mine

●

Sanu – operates the Yaramoko gold mine


	Three months ended June 30, 2025
	Mansfield $	Sango $	Bateas $	Corporate $	Total $
Revenues from external customers	75,681	126,454	28,284	-	230,419
Cost of sales before depreciation and depletion	(27,608)	(36,696)	(13,353)	-	(77,657)
Depreciation and depletion in cost of sales	(13,331)	(29,964)	(4,438)	-	(47,733)
General and administration	(2,595)	(3,382)	(1,810)	(13,788)	(21,575)
Other (expenses) income	(3,064)	5,620	61	(2,348)	269
Finance items	774	(1,078)	(136)	(1,926)	(2,366)
Segment income (loss) before taxes	29,857	60,954	8,608	(18,062)	81,357
Income taxes	(1,874)	(27,080)	(4,480)	(218)	(33,652)
Segment income (loss) after taxes from continuing operations	27,983	33,874	4,128	(18,280)	47,705

	Three months ended June 30, 2024
	Mansfield $	Sango $	Bateas $	Corporate $	Total $
Revenues from external customers	50,059	77,198	29,030	-	156,287
Cost of sales before depreciation and depletion	(24,431)	(24,424)	(13,035)	-	(61,890)
Depreciation and depletion in cost of sales	(11,579)	(27,006)	(3,201)	-	(41,786)
General and administration	(3,290)	(3,171)	(1,511)	(12,671)	(20,643)
Other expenses	(886)	(250)	150	(231)	(1,217)
Finance items	1,625	(819)	(140)	(4,756)	(4,090)
Segment income (loss) before taxes	11,498	21,528	11,293	(17,658)	26,661
Income taxes	(1,520)	(8,332)	(5,222)	10,622	(4,452)
Segment income (loss) after taxes from continuing operations	9,978	13,196	6,071	(7,036)	22,209

Page | 25

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

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


	Six months ended June 30, 2025
	Mansfield $	Sango $	Bateas $	Corporate $	Total $
Revenues from external customers	128,835	237,452	59,169	-	425,456
Cost of sales before depreciation and depletion	(49,613)	(71,811)	(26,525)	-	(147,949)
Depreciation and depletion in cost of sales	(23,130)	(60,275)	(8,731)	-	(92,136)
General and administration	(5,094)	(5,984)	(4,383)	(30,015)	(45,476)
Other (expenses) income	(4,454)	7,101	(284)	(2,591)	(228)
Finance items	3,162	(2,064)	(258)	(4,878)	(4,038)
Segment income (loss) before taxes	49,706	104,419	18,988	(37,484)	135,629
Income taxes	(3,095)	(35,213)	(7,613)	(3,119)	(49,040)
Segment income (loss) after taxes from continuing operations	46,611	69,206	11,375	(40,603)	86,589

	Six months ended June 30, 2024
	Mansfield $	Sango $	Bateas $	Corporate $	Total $
Revenues from external customers	95,271	149,359	55,652	-	300,282
Cost of sales before depreciation and depletion	(46,899)	(45,586)	(26,533)	3	(119,015)
Depreciation and depletion in cost of sales	(23,160)	(51,054)	(6,812)	-	(81,026)
General and administration	(6,181)	(4,503)	(2,819)	(23,362)	(36,865)
Other (expenses) income	(1,489)	(3,090)	199	620	(3,760)
Finance items	3,843	(1,417)	(312)	(9,285)	(7,171)
Segment income (loss) before taxes	21,385	43,709	19,375	(32,024)	52,445
Income taxes	(2,506)	(14,306)	(8,016)	8,978	(15,850)
Segment income (loss) after taxes from continuing operations	18,879	29,403	11,359	(23,046)	36,595


As at June 30, 2025	Mansfield $	Sanu $	Sango $	Cuzcatlan $	Bateas $	Corporate $	Total $
Total assets	617,413	-	980,484	-	150,435	389,929	2,138,261
Total liabilities	65,830	-	292,419	-	50,760	186,859	595,868
Capital expenditures (1)	46,816	452	56,626	89	7,580	13,791	125,354

(1)

Capital expenditures are on an accrual basis for the six months ended June 30, 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 | 26

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 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 June 30, 2025	Fair value through OCI $	Fair value through profit or loss $	Amortized cost $	Total $
Financial assets
Cash and cash equivalents	-	-	378,422	378,422
Trade receivables concentrate sales	-	9,710	-	9,710
Trade receivables doré sales	-	-	7,055	7,055
Short-term investments	-	8,922	-	8,922
Investments in equity securities	6,676	-	-	6,676
Other receivables	-	-	5,475	5,475
Other assets	-	11,658	-	11,658
Total financial assets	6,676	30,290	390,952	427,918

Financial liabilities
Trade payables	-	-	(78,171)	(78,171)
Payroll payable	-	-	(20,070)	(20,070)
Share units payable	-	(17,888)	-	(17,888)
2024 Convertible Notes	-	-	(130,040)	(130,040)
Other payables	-	-	(105,347)	(105,347)
Total financial liabilities	-	(17,888)	(333,628)	(351,516)


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 | 27

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 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 and six months ended June 30, 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 June 30, 2025	Level 1 $	Level 2 $	Level 3 $	Total $
Trade receivables concentrate sales	-	9,710	-	9,710
Other assets	-	-	11,658	11,658
Short-term investments	-	8,922	-	8,922
Investments in equity securities	6,676	-	-	6,676
Share units payable	-	(17,888)	-	(17,888)


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 table below presents the estimated fair values of the Company’s financial liabilities, categorized within Level 2 of the fair value hierarchy, not measured at fair value where amortized cost does not reasonably approximate fair value.


	June 30, 2025			December 31, 2024
		Carrying amount $	Fair value $		Carrying amount $	Fair value $
2024 Convertible Notes (1)		(130,040)	(224,250)		(126,031)	(177,330)
		(130,040)	(224,250)		(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 and six months ended June 30, 2025 and 2024 are as follows:


	Three months ended June 30,		Six months ended June 30,
	2025 $	2024 $	2025 $	2024 $
Trade and other receivables	(2,387)	(4,682)	(6,086)	(7,346)
Prepaid expenses	1,243	(1,909)	2,972	(2,286)
Inventories	(394)	(12,387)	(7,069)	(19,682)
Trade and other payables	(2,658)	4,494	(1,993)	(9,873)
Total changes in working capital	(4,196)	(14,484)	(12,176)	(39,187)

Page | 28

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 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)	-	-
Accretion	4,288	1,131	2,054	3,905
Payments	-	(9,795)	(233,000)	(15,773)
Transaction costs	(6,488)	-	-	-
Equity component	(44,269)	-	-	-
Extinguishment of debt	-	146	-	-
Effect from discontinued operations	-	-	-	(4,518)
Foreign exchange	-	-	-	(1)
As at December 31, 2024	126,031	-	-	67,977
Additions	-	-	-	30,314
Terminations	-	-	-	(197)
Accretion	4,009	-	-	2,582
Payments	-	-	-	(11,112)
Effect from discontinued operations	-	-	-	(3,811)
Foreign exchange	-	-	-	251
As at June 30, 2025	130,040	-	-	86,004

The significant non-cash financing and investing transactions during the three and six months ended June 30, 2025 and 2024 are as follows:



	Three months ended June 30,		Six months ended June 30,
	2025 $	2024 $	2025 $	2024 $
Mineral properties, plant and equipment changes in closure and reclamation provision	(1,636)	(97)	504	745
Additions to right-of-use assets	23,424	7,438	30,314	7,705
Share units allocated to share capital upon settlement	-	2,233	3,294	2,914

26. NON-CONTROLLING INTERESTS

As at June 30, 2025, the NCI of the State of Côte d’Ivoire, which represents a 10% interest in Sango, totaled $47.7 million. The income attributable to the NCI for the three and six months ended June 30, 2025, totaling $5.1 million and $8.5 million, respectively, is based on net income for Séguéla. As at June 30, 2025, Sango’s dividend to the State was $12.9 million, which is outstanding within other payables (see Note 9). The dividend was paid in July 2025.

Page | 29

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

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

On March 14, 2025, the Company agreed to increase the State of Burkina Faso’s equity interest in Sanu from 10% to 15% in response to provisions of the 2024 Mining Code, and on May 12, 2025, issued shares of an additional 5% equity interest, with a carrying value of $7.3 million, to the State. On April 16, 2025, Sanu paid a dividend to the State of $11.6 million based on a 15% ownership interest, consistent with the agreement reached on March 14, 2025. On May 12, 2025, immediately prior to the sale, the NCI of the State of Burkina Faso totaled $10.3 million. The income attributable to the NCI for the three and six months ended June 30, 2025, totaling $1.7 million and $4.5 million, respectively, is based on net income for Yaramoko.

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 June 30, 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 June 30, 2025, the Company had capital commitments of $3.5 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 June 30, 2025, and elected not to purchase the service provider’s equipment, it would have been subject to an early termination payment of $14.1 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 $4.1 million as at June 30, 2025.

Page | 30

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

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

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.

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 Organisation for Economic Co-operation and Development’s (“OECD”) 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 June 30, 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 and six months ended June 30, 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, other than the item below, is expected to have a material effect on the results of operations or financial condition of the Company.

Page | 31

EX-99.2 3 tmb-20250630xex99d2.htm EX-99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the three and six months ended June 30, 2025

As of August 6, 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 and six months ended June 30, 2025 and 2024 (the “Q2 2025 Financial Statements”) and related notes thereto, which have been prepared in accordance with IAS 34, Interim Financial Reporting, using accounting policies consistent 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 August 6, 2025. The information and discussion provided in this MD&A covers the three and six months ended June 30, 2025 and 2024, 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 37 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, 2025, 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 24 of this MD&A.

Where applicable the Company has presented operating and financial results based on its continuing operations. Contributions from the San Jose and Yaramoko Mines have been removed as they were disposed of during the second quarter of 2025.

Fortuna | 2

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 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	13
Quarterly Information	19
Exploration and Evaluation	19
Liquidity and Capital Resources	20
Financial Instruments	23
Share Position & Outstanding Options & Equity Based Share Units	23
Related Party Transactions	24
Non-IFRS Financial Measures	24
Risks and Uncertainties	36
Critical Accounting Estimates, Assumptions, and Judgements	37
Controls and Procedures	37
Cautionary Statement on Forward-Looking Statements	38
Cautionary Note to United States Investors Concerning Estimates of Reserves and Resources	40

Fortuna | 3

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 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 three operating mines and exploration activities in Argentina, Côte d'Ivoire, Peru, and Mexico as well as the 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 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.

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 May 12, 2025 the Company completed its divestment of its interest in Roxgold Sanu S.A which owns the Yaramoko Mine together with the Company’s three other wholly-owned Burkina Faso subsidiaries (collectively the “Sanu Entities”) which hold exploration permits in country to Soleil Resources International Limited (“SRI”), a private Mauritius company (the “Burkina Faso Transaction”). The Company received consideration of:

●

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

●

The right to receive up to approximately $53.6 million of value added tax receivables upon the completion of certain conditions.

An intercompany cash dividend paid by Roxgold Sanu to Fortuna of $53.8 million plus $3.7 million in withholding tax was paid prior to the closing of the transaction.

To date, the Company has received net proceeds of $68.8 million, including an initial net cash adjustment. The net cash adjustment will be finalized in the third quarter of 2025. The Company has also paid $4.1 million in capital gains taxes to the government of Burkina Faso related to the transaction.

With the completion of the Burkina Faso Transaction, the Company provided updated production and cost guidance for the year. Refer to Fortuna news release “Fortuna Completes Divestiture of Yaramoko Mine and Provides Updated 2025 Production and Cost Guidance” dated May 13, 2025.

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 was comprised of:

●

A payment of $6.5 million;

●

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

●

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

To date the Company has received $13.8 million in gross proceeds for the transaction.

Fortuna | 4

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

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

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 15,347,999 common shares, being five 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.

HIGHLIGHTS FOR THE THREE MONTHS ENDED JUNE 30, 2025

Financial

●	Sales were $230.4 million, an increase of 47% from the $156.3 million reported in the three months ended June 30, 2024 (“Q2 2024”)

●	Mine operating income was $105.0 million, an increase of 100% from the $52.6 million reported in Q2 2024

●	Operating income was $83.7 million, an increase of $52.9 million from the $30.8 million in operating income reported in Q2 2024

●	Attributable net income from continuing operations was $42.6 million or $0.14 per share, an increase from attributable net income of $21.3 million or $0.07 per share reported in Q2 2024

●	Adjusted net income (refer to Non-IFRS Financial Measures) was $49.8 million compared to $10.3 million in Q2 2024, representing a 383% increase

●	Adjusted EBITDA (refer to Non-IFRS Financial Measures) was $127.7 million compared to $72.5 million reported in Q2 2024, representing a 76% increase

●	Free cash flow from ongoing operations (refer to Non-IFRS Financial Measures) was $57.4 million compared to $10.2 million reported in Q2 2024, representing a 463% increase

●	Net cash provided by operating activities from continuing operations was $92.7 million, an increase of 148% from the $37.4 million reported in Q2 2024

Operating

●	Gold production of 61,736 ounces, a 10% increase from Q2 2024

●	Silver production of 240,621 ounces, a 21% decrease from Q2 2024

●	Lead production of 8,924,312 pounds, a 15% decrease from Q2 2024

●	Zinc production of 12,850,745 pounds, a 1% decrease from Q2 2024

●	Consolidated All-in Sustaining Costs (“AISC”) of $1,932 per ounce on a gold equivalent sold basis compared to $1,641 per ounce for Q2 2024. See “Non-IFRS Measures - All-in Sustaining Cash Cost per Ounce of Gold Equivalent Sold” for additional information

Fortuna | 5

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

Health & Safety

For the second quarter of 2025, the Company recorded no lost time injuries (“LTI”), two restricted work injuries (“RWI”) and no medical treatment injuries over 2.71 million hours worked. The year-to-date LTI frequency rate at the end of this quarter was 0.00 lost time injuries per million hours worked (0.56 in Q2 2024) while the year-to-date total recordable injury frequency rate was 0.87 total recordable injuries per million hours worked (1.53 in Q2 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 second quarter of 2025, as well as throughout the year.

Community Engagement

During the second quarter of 2025, there were no significant disputes at any of our sites. We recorded 336 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 and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

Operating and Financial Highlights From Continuing Operations

A summary of the Company’s consolidated financial and operating results for the three and six months ended June 30, 2025 are presented below:


	Three months ended June 30,			Six months ended June 30,
Consolidated Metrics	2025	2024	% Change	2025	2024	% Change
Selected highlights
Gold
Metal produced (oz)	61,736	56,000	10%	120,556	113,968	6%
Metal sold (oz)	61,631	54,673	13%	118,725	110,906	7%
Realized price ($/oz)	3,307	2,333	42%	3,103	2,207	41%
Silver
Metal produced (oz)	240,621	306,398	(21%)	483,614	621,858	(22%)
Metal sold (oz)	251,798	269,032	(6%)	503,607	596,370	(16%)
Realized price ($/oz)	33.77	28.53	18%	32.77	25.68	28%
Lead
Metal produced (000's lbs)	8,924	10,525	(15%)	17,760	20,055	(11%)
Metal sold (000's lbs)	9,183	9,422	(3%)	18,382	19,247	(4%)
Zinc
Metal produced (000's lbs)	12,851	13,040	(1%)	26,623	25,223	6%
Metal sold (000's lbs)	12,283	12,710	(3%)	26,109	25,175	4%
Unit Costs
Cash cost ($/oz Au Eq)1	929	842	10%	899	791	14%
All-in sustaining cash cost ($/oz Au Eq)1	1,932	1,641	18%	1,846	1,513	22%

Mine operating income	105.0	52.6	100%	185.4	100.2	85%
Operating income	83.7	30.8	172%	139.7	59.6	134%
Net income from continuing operations	47.7	22.2	115%	86.6	36.6	137%
Attributable net income from continuing operations	42.6	21.3	100%	78.1	34.3	128%
Attributable income from continuing operations per share - basic	0.14	0.07	100%	0.25	0.11	127%
Attributable net income	37.3	40.6	(8%)	95.8	66.9	43%
Attributable income per share - basic	0.12	0.13	(8%)	0.31	0.22	41%
Adjusted attributable net income1	44.7	9.3	381%	80.4	23.2	247%
Adjusted EBITDA1	127.7	72.5	76%	225.9	139.7	62%
Net cash provided by operating activities - continuing operations	92.7	37.4	148%	181.7	69.2	163%
Free cash flow from ongoing operations1	57.4	10.2	463%	124.1	17.5	609%
Capital Expenditures2
Sustaining	31.4	26.2	20%	54.0	47.7	13%
Sustaining leases	6.0	4.0	50%	10.9	7.8	40%
Growth capital	15.6	14.4	8%	31.0	19.9	56%
As at				June 30, 2025	December 31, 2024	% Change
Cash and cash equivalents and short-term investments				387.3	231.3	67%
Total assets				2,138.3	2,115.5	1%
Debt				130.0	126.0	3%
Equity attributable to Fortuna shareholders				1,494.6	1,403.9	6%
1 Refer to Non-IFRS financial measures
2 Capital expenditures are presented on a cash basis
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 and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

FINANCIAL RESULTS FROM CONTINUING OPERATIONS

Sales


	Three months ended June 30,			Six months ended June 30,
	2025	2024	% Change	2025	2024	% Change
Provisional sales $
Lindero	75.7	50.1	51%	128.9	95.3	35%
Séguéla	126.5	77.2	64%	237.5	149.4	59%
Caylloma	28.4	27.8	2%	59.2	54.7	8%
Adjustments1	(0.2)	1.2	(117%)	(0.1)	0.9	(111%)
Total sales $	230.4	156.3	47%	425.5	300.3	42%
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

Second Quarter 2025 vs Second Quarter 2024

Consolidated sales from continuing operations for the three months ended June 30, 2025 were $230.4 million, a 47% increase from the $156.3 million reported in the same period in 2024. Sales by reportable segment for the three months ended June 30, 2025 were as follows:

●

Lindero recognized sales of $75.7 million from the sale of 23,487 ounces of gold, a 51% increase from the comparable period in 2024. Sales increased at Lindero as a result of higher realized metal prices of $3,293 per gold ounce compared to $2,335 in the previous period as well as higher production from higher tonnes placed on the leach pad. See "Results of Operations – Lindero Mine, Argentina" for additional information.

●

Séguéla recognized sales of $126.5 million from the sale of 38,144 ounces of gold, an increase of 64% over the comparable period. Higher sales at Séguéla 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 of $3,315 per gold ounce compared to $2,332 in the comparable period. See "Results of Operations – Séguéla Mine, Côte d’Ivoire" for additional information.

●

Caylloma recognized adjusted sales of $28.4 million compared to $27.8 million reported in the same period in 2024. Sales were generally aligned with the comparable period as higher realized silver prices offset lower metal production. Lower production was the result of lower grades in line with the mine plan. See "Results of Operations – Caylloma Mine, Peru" for additional information.

First Six Months of 2025 vs First Six Months of 2024

Consolidated sales from continuing operations for the six months ended June 30, 2025 were $425.5 million, a 42% increased from the $300.3 million reported in the same period in 2024. Sales by reportable segment for the six months ended June 30, 2025 were as follows:

●

Lindero recognized sales of $128.9 million from the sale of 42,142 ounces of gold compared to $95.3 million in the comparable period. The increase in sales was the result of higher realized metal prices. See "Results of Operations – Lindero Mine, Argentina" for additional information.

●

Séguéla recognized sales of $237.5 million from the sale of 76,583 ounces compared to $149.4 million in the comparable period. The increase in sales was driven by the same factors described above for the quarter. See "Results of Operations – Séguéla Mine, Côte d’Ivoire" for additional information.

Fortuna | 8

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

●

Caylloma recognized adjusted sales of $59.2 million compared to $54.7 million in the same period in 2024 as higher realized silver prices offset lower silver and lead production. Lower production was primarily the result of lower grades in line with the mine plan.

Operating Income (Loss) and Adjusted EBITDA


	Three months ended June 30,						Six months ended June 30,
	2025		%1	2024		%1	2025		%1	2024		%1
Operating income (loss)
Lindero		29.1	38%		9.9	20%		46.5	36%		17.5	18%
Séguéla		62.0	49%		22.3	29%		106.5	45%		45.1	30%
Caylloma		8.7	31%		11.4	39%		19.2	33%		19.7	35%
Corporate		(16.1)			(12.8)			(32.5)			(22.7)
Total		83.7	36%		30.8	20%		139.7	33%		59.6	20%

Adjusted EBITDA2
Lindero		37.9	50%		23.6	47%		66.1	51%		44.9	47%
Séguéla		87.2	69%		47.6	62%		158.7	67%		92.2	62%
Caylloma		13.0	46%		14.3	49%		27.9	47%		25.7	45%
Corporate		(10.4)			(13.0)			(26.8)			(23.1)
Total		127.7	55%		72.5	48%		225.9	53%		139.7	47%
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

Second Quarter 2025 vs Second Quarter 2024

Operating income for the three months ended June 30, 2025 was $83.7 million, an increase of $52.9 million over the same period in 2024 which was primarily due to:

●

Higher operating income at the Lindero Mine from higher sales as noted above, partially offset by higher operating costs from rehandling of stockpiles and higher fuel and explosive costs. Lindero also had a foreign exchange loss of $3.2 million in the period from a devaluation of the Argentine peso. In April 2025 the Argentine government moved to a more free-floating exchange rate compared to the previous crawling peg.

●

Séguéla recognized operating income of $62.0 million in the second quarter compared to $22.3 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 second quarter of 2025 included $18.1 million in depletion related to the purchase price of Roxgold Inc. in 2021.

●

Operating income at the Caylloma Mine for the second quarter of 2025 was $2.7 million lower than the comparable period of 2024 as higher operating costs and depletion were partially offset by higher sales.

After adjusting for items that are not indicative of future operating earnings, adjusted EBITDA (refer to Non-IFRS Financial Measures) was $127.7 million for the three months ended June 30, 2025, an increase of $55.2 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 June 30, 2025 was $44.1 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 and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

First Six Months of 2025 vs First Six Months of 2024

Operating income for the six months ended June 30, 2025 was $139.7 million, an increase of $80.1 million over the same period in 2024 which was primarily the result of:

●

Higher operating income at Lindero was primarily driven by the same factors as for the quarter.

●

Séguéla recognized operating income of $106.5 million primarily driven by the same factors as above. Operating income for the first half of 2025 included $36.5 million in depletion related to the purchase price of Roxgold Inc. in 2021.

●

Operating income for the first six months at Caylloma was aligned with the comparable period as higher sales were offset by higher costs.

After adjusting for items that are not indicative of future operating earnings, adjusted EBITDA (refer to Non-IFRS Financial Measures) was $225.9 million for the six months ended June 30, 2025, an increase of $86.2 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 six months ended June 30, 2025 was $108.9 million. Refer to the discussion above and to the section entitled “Non-IFRS Measures” for more detailed information.

Fortuna | 10

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

All-in Sustaining Cost (“AISC”)

Second Quarter 2025 vs Second Quarter 2024

Consolidated AISC per gold equivalent ounce (“GEO”) sold for the second quarter of 2025 was $1,932 compared to $1,641 per ounce for the comparable quarter. Contributing factors of a higher AISC for the period were:

●

An increase of $87/oz in cash costs as stripping ratios increased at Séguéla in line with the mine plan

●

A $76/oz increase from royalties as metal prices increased and the ad valorem royalty at Séguéla increased by 2% on January 10, 2025

●

An $86/oz increase from higher sustaining capital and leases primarily driven by higher capital stripping and an increase in the mining fleet under contract at Séguéla

●

The comparable period included a ($37)/oz benefit related to the gain on blue chip swaps in Argentina

First Six Months of 2025 vs First Six Months of 2024

Consolidated AISC per GEO for the first six months of 2025 was $1,846 compared to $1,513 for the comparable period. The increase in AISC was primarily driven by the following:

●

A $109/oz increase in cash costs primarily due to an increase in stripping ratios at Séguéla and a drop in grades at Caylloma increasing the cost per ounce produced

●

A $66/oz increase in sustaining capital and leases as stripping capital increased at Séguéla which was partially offset by the wind down of construction of the leach pad expansion project at Lindero

●

A $53/oz increase due to higher G&A primarily as a result of higher share-based compensation

●

A $72/oz increase from royalties as metal prices increased and the ad valorem royalty at Séguéla increased by 2% on January 10, 2025

●

A ($10)/oz benefit from the gains on blue chip swaps in Argentina compared to ($38)/oz in the comparable period

General and Administrative (“G&A”) Expenses


	Three months ended June 30,					Six months ended June 30,
(Expressed in millions)	2025		2024		% Change	2025		2024		% Change
Mine G&A		7.8		8.0	(2%)		15.1		13.3	14%
Corporate G&A		9.2		6.9	33%		16.6		15.6	6%
Share-based payments		4.5		5.6	(20%)		13.7		7.8	76%
Workers' participation		0.1		0.1	0%		0.1		0.2	(50%)
Total		21.6		20.6	5%		45.5		36.9	23%

G&A expenses for the three months ended June 30, 2025 increased 5% to $21.6 million compared to $20.6 million reported in the same period in 2024. The increase in G&A was primarily due to timing of expenses.

G&A expenses for the six months ended June 30, 2025 increased 23% to $45.5 million compared to $36.9 million in the comparable period. The increase was primarily due to higher share-based compensation from an increase in the share price and the impact on the valuation of restricted share units expected to settle in cash.

Fortuna | 11

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

Foreign Exchange

Foreign exchange gain for the three months ended June 30, 2025 was $2.3 million compared to a foreign exchange loss of $1.7 million reported in the same period in 2024. The foreign exchange gain for the quarter was primarily driven by the appreciation of the Euro relative to the US Dollar and the impact on cash and VAT balances denominated in West African Francs. This was partially offset by foreign exchange losses in Argentina as the Argentine government shifted from a crawling peg and moved to a more free-floating exchange rate for the Argentine Peso.

Foreign exchange gain for the six months ended June 30, 2025 was $2.5 million compared to a foreign exchange loss of $4.1 million in the comparable period. The gain for the first half of the year was the result of the same factors described above.

Income Tax Expense

Income tax expense for the three months ended June 30, 2025 was $33.7 million compared to $4.5 million reported in the same period in 2024. The $29.2 million increase in income tax expense was due to higher net income before taxes as well as the accrual of $17.5 million in withholding taxes related to the timing of local Board approvals for the repatriation of funds from Côte d’Ivoire. A low tax expense in the comparable period was the result of the recognition of $12.0 million of previously unrecognized deferred tax assets that offset the deferred tax liability arising from the issuance of the 2024 Notes.

The ETR for the three months ended June 30, 2025 was 41% compared to 17% for the same period in 2024. The increase in the ETR was the result of withholding taxes recognized in the period and the comparable period benefiting from the recognition of a deferred tax asset.

Income tax expense for the six months ended June 30, 2025 was $49.0 million compared to $15.9 million in the comparable period. The increase was primarily the result of withholding taxes as described above and partially offset by higher deferred tax recoveries at Séguéla due to the impact of foreign exchange rates on tax assets denominated in West African Francs. The comparable period also benefited from the recognition of a previously unrecognized deferred tax asset as described above.

The ETR for the six months ended June 30, 2025 increased 36% compared to 30% primarily as a result of the same factors described above for the quarter.

The Company is subject to tax in various jurisdictions, including Peru, Mexico, Argentina, Côte d’Ivoire, 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.

Fortuna | 12

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 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 June 30,		Six months ended June 30,
	2025	2024	2025	2024
Mine Production
Tonnes placed on the leach pad	1,828,520	1,408,791	3,581,536	2,956,114

Gold
Grade (g/t)	0.57	0.61	0.56	0.60
Production (oz)	23,550	22,874	43,870	46,136
Metal sold (oz)	23,487	21,511	42,142	43,230
Realized price ($/oz)	3,293	2,335	3,108	2,201

Unit Costs
Cash cost ($/oz Au)1	1,148	1,092	1,147	1,050
All-in sustaining cash cost ($/oz Au)1,3	1,783	1,916	1,839	1,712

Capital Expenditures ($000's)2
Sustaining	11,356	16,151	23,718	25,958
Sustaining leases	791	587	1,373	1,185
Growth Capital	1,827	195	2,134	349
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 second quarter of 2025, a total of 1,828,520 tonnes of ore were placed on the heap leach pad, with an average gold grade of 0.57 g/t, containing an estimated 33,219 ounces of gold. Ore mined was 1.32 million tonnes, with a stripping ratio of 2.3:1.

Lindero’s gold production for the quarter was 23,550 ounces, comprised of 21,153 ounces in doré bars, 1,214 ounces contained in rich fine carbon, 72 ounces contained in copper precipitate, and 1,111 ounces contained in precipitated sludge. The increase in production during the second quarter of 2025 compared to the same period in 2024 was due to increase in ore placed on the pad; partially offset by lower grades.

The cash cost per ounce of gold for the quarter was $1,148 compared to $1,092 in the same period of 2024. The increase in cash costs was primarily due to higher fuel and explosive costs and additional rehandling to increase the tonnes placed on the pad.

AISC per gold ounce sold during Q2 2025 was $1,783 compared to $1,916 in Q2 2024. Lower AISC was primarily due to lower sustaining capital expenditures as the leach pad expansion was under construction in the previous quarter. The previous quarter also benefited from $2.5 million of investment gains from cross border Argentine pesos denominated bond trades compared to $nil in the current quarter.

Fortuna | 13

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

As of June 30, 2025, the leach pad expansion project was completed, with minor close-out activities and demobilization now taking place.

Fortuna | 14

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 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 June 30,		Six months ended June 30,
	2025	2024	2025	2024
Mine Production
Tonnes milled	429,184	318,457	873,188	713,294
Average tonnes crushed per day	4,665	3,461	4,798	3,898

Gold
Grade (g/t)	3.00	3.47	2.88	3.09
Recovery (%)	93	94	93	94
Production (oz)	38,186	32,983	76,686	67,539
Metal sold (oz)	38,144	33,102	76,583	67,552
Realized price ($/oz)	3,315	2,332	3,101	2,211

Unit Costs
Cash cost ($/oz Au)1	670	564	660	511
All-in sustaining cash cost ($/oz Au)1	1,634	1,097	1,461	1,021

Capital Expenditures ($000's)2
Sustaining	18,065	6,968	26,678	14,891
Sustaining leases	4,484	2,437	8,123	4,702
Growth capital	5,538	8,605	14,745	9,640
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 second quarter of 2025, mine production totaled 340,426 tonnes of ore, averaging 3.33 g/t Au, and containing an estimated 36,482 ounces of gold from the Antenna, Ancien, and Koula pits. Movement of waste during the quarter totaled 5,194,192 tonnes, for a strip ratio of 15.3:1. Mining continued to be focused on the Antenna, Koula, and Ancien pits.

In the second quarter of 2025, Séguéla processed 429,184 tonnes of ore, producing 38,186 ounces of gold, at an average head grade of 3.00 g/t Au, a 16% increase and a 13.5% decrease, respectively, compared to the second quarter of 2024. Higher gold production was the result of higher tonnes processed due to, in part, intermittent power outages from April to early-July 2024, which resulted in the loss of 19 days of operating time for the mill. Mill throughput during the second quarter of 2025 averaged 210 t/hr, 36% above name plate capacity.

Cash cost per gold ounce sold was $670 for the second quarter of 2025 compared to $564 for the second 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 $1,634 for the second quarter of 2025 compared to $1,097 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 higher capitalized stripping, higher sustaining leases from an increase in the mine fleet under contract, 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 | 15

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

Fortuna | 16

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 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 June 30,		Six months ended June 30,
	2025	2024	2025	2024
Mine Production
Tonnes milled	138,471	136,543	275,130	273,639
Average tonnes milled per day	1,556	1,552	1,555	1,546

Silver
Grade (g/t)	64	83	65	85
Recovery (%)	84	84	83	83
Production (oz)	240,621	306,398	483,614	621,858
Metal sold (oz)	247,429	267,569	497,713	593,051
Realized price ($/oz)	33.76	28.55	32.76	25.69

Lead
Grade (%)	3.23	3.83	3.22	3.66
Recovery (%)	90	91	91	91
Production (000's lbs)	8,924	10,525	17,760	20,055
Metal sold (000's lbs)	9,183	9,422	18,382	19,247
Realized price ($/lb)	0.88	0.98	0.89	0.96

Zinc
Grade (%)	4.63	4.80	4.82	4.63
Recovery (%)	91	90	91	90
Production (000's lbs)	12,851	13,040	26,623	25,223
Metal sold (000's lbs)	12,283	12,710	26,109	25,175
Realized price ($/lb)	1.20	1.29	1.25	1.20

Unit Costs
Cash cost ($/oz Ag Eq)1,2	15.16	13.94	13.92	12.66
All-in sustaining cash cost ($/oz Ag Eq)1,2	21.73	19.87	20.17	18.38

Capital Expenditures ($000's)3
Sustaining	1,988	3,127	3,602	6,862
Sustaining leases	741	974	1,372	1,880
Growth Capital	305	–	554	-
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

Quarterly Operating and Financial Highlights

In the second quarter of 2025, the Caylloma Mine produced 240,621 ounces of silver at an average head grade of 64 g/t, a 23% decrease when compared to the same period in 2024.

Lead and zinc production for the quarter was 8.9 million pounds and 12.9 million pounds, respectively. Head grades averaged 3.23% and 4.63%, a 16% decrease and a 3.5% decrease, 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.

Fortuna | 17

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

The cash cost per silver equivalent ounce sold in the first quarter of 2025, was $15.16 compared to $13.94 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 second quarter of 2025, increased 9% to $21.73, compared to $19.87 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 | 18

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 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 June 30, 2025:


	Q2 2025	Q1 2025	Q4 2024	Q3 2024	Q2 2024	Q1 2024	Q4 2023	Q3 2023
Sales	230.4	195.0	195.2	181.7	156.3	144.0	175.3	134.0
Mine operating income	105.0	80.3	69.0	64.1	52.6	47.6	52.5	47.8
Operating income (loss)	83.7	55.9	45.7	50.8	30.8	28.9	31.0	31.5
Net income (loss)	44.1	64.8	15.1	54.4	43.3	29.1	23.9	20.1
Attributable net income (loss)	37.3	58.5	11.3	50.5	40.6	26.3	21.5	16.6
Attributable net income (loss) from continuing operations	42.6	35.4	14.7	35.5	21.3	13.0	21.4	17.4

Attributable earnings per share from continuing operations - basic	0.14	0.11	0.05	0.11	0.07	0.04	0.07	0.06
Attributable earnings per share from continuing operations - diluted	0.14	0.11	0.05	0.11	0.07	0.04	0.07	0.06

Total assets	2,138.3	2,210.3	2,115.5	2,083.6	2,024.8	1,947.4	1,967.9	2,046.6
Debt	130.0	128.0	126.0	124.1	167.2	167.6	206.8	246.6

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 continuing operations from previous quarters include:

●

The recognition of $17.5 million in withholding tax in Q2 2025 related to the timing of local Board approvals for the repatriation of cash balances in Côte d’Ivoire

●

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

●

A number of one-time items in Q4 2023 including a write-down of long-term stockpiles of $5.4 million, a write-down of materials inventory of $2.5 million and a $5.0 million foreign exchange loss at Lindero from a rapid devaluation of the Argentine Peso

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 | 19

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)


	Three months ended June 30,		Six months ended June 30,
Exploration by region	2025	2024	2025	2024
Mine site	7.7	6.5	13.5	13.4
Argentina	-	0.2	-	0.3
Cote d’Ivoire	1.1	-	1.6	-
Senegal	0.5	-	0.7	-
Diamba Sud	3.5	3.8	6.2	7.5
Mexico	0.3	0.6	1.0	0.7
Total exploration	13.1	11.1	23.0	21.9
Sustaining	0.3	2.5	0.4	6.5
Growth	12.8	8.6	22.6	15.4
Figures may not add due to rounding
Discontinued operations removed

Mine site exploration for the three months ended June 30, 2025 continued to focus on successful resource expansion of the Sunbird and Kingfisher deposits at Séguéla with 3,313 meters of reverse circulation (“RC”) drilling and 15,103 meters of diamond drilling completed. Drilling also commenced at Caylloma with 1,188 meters completed during the quarter, while 6,494 meters were completed at Arizaro in Argentina.

Greenfields exploration activities were conducted across Côte d’Ivoire, Senegal, and Mexico. A campaign of infill soil sampling was completed at Guiglo and auger and scout RC drilling continued at Tongon North in Côte d’Ivoire. In Senegal, work focused on continued exploration and resource expansion drilling at Diamba Sud with 14,467 meters of RC and 10,981 meters of diamond drilling completed, and auger drilling for target delineation on the adjacent Bondala permit continued. During the quarter notice was given of the conclusion of works and withdrawal from the Riverside Resources project in Mexico.

On August 5th the Company published an updated in-pit mineral resource estimation for the Diamba Sud project in Senegal, reporting an Indicated Mineral Resource of 724,000 gold ounces, and an Inferred Mineral Resource of 285,000 gold ounces (Indicated Mineral Resource of 14.2 Mt averaging 1.59 g/t Au containing 724,000 gold ounces, and Inferred Mineral Resource of 6.2 Mt averaging 1.44 g/t Au containing 285,000 gold ounces), reflecting a 53 and 93 percent increase in resources for the project respectively since year-end 2024. This estimate incorporates initial resources from the newly discovered mineralization at the Southern Arc prospect. The Company is advancing the Diamba Sud project with parallel activities on environmental permits, engineering studies, and continued mineral exploration working towards a preliminary economic assessment in the fourth quarter of 2025. Refer to our news release “Fortuna Advances Diamba Sud Gold Project in Senegal with Updated Mineral Resources; PEA Completion Targeted for Q4 2025” dated August 5, 2025.

LIQUIDITY AND CAPITAL RESOURCES

Cash and Cash Equivalents

The Company had cash and cash equivalents of $378.4 million at June 30, 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 and gross proceeds of $83.8 million from the sale of San Jose and the Sanu Entities. Significant cash flow movements for continuing operations and discontinued operations for the quarter are described below.

Fortuna | 20

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

Continuing Operations

Operating Activities

Cash flow generated from operating activities for the quarter ended June 30, 2025 increased to $92.7 million compared to $37.4 million in the second 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. Taxes paid increased as Séguéla made two installment payments in Q2 2025 based on taxes accrued for 2024 which are based on a full year of earnings compared to 2024 taxes paid which were based on taxes accrued for 2023 which only had six months of operations.

Investing Activities

For the three months ended March 31, 2025 the Company invested $47.0 million in capital expenditures on a cash basis as outlined in the table below.


	Three months ended June 30,		Six months ended June 30,
Capital investments	2025	2024	2025	2024
Lindero	13.2	16.3	25.9	26.0
Séguéla	22.5	15.6	39.7	24.5
Caylloma	2.3	3.1	4.2	6.9
Mine site capital	38.0	35.0	69.8	57.4
Projects and other	7.9	4.9	13.5	9.2
Greenfields	1.1	0.8	1.8	1.0
Total capital	47.0	40.7	85.1	67.6
Sustaining	31.4	26.2	54.0	47.7
Growth	15.6	14.4	31.0	19.9
Figures may not add due to rounding
Discontinued operations removed

Capital expenditures primarily consisted of stripping at both Lindero and Séguéla, movement of a government communications antennae at Séguéla, settlement of accrued construction costs for the Lindero leach pad and exploration and study activities at Diamba Sud.

Financing Activities

During Q2 2025, the Company spent $6.1 million in right of use payments.

Discontinued Operations

Operating Activities

Cash used in operations of $25.4 million was the result of the build-up of receivables of $17.5 million and the payment of cash taxes of $17.7 million for the Sanu Entities partially offset by operating cash flow. The settlement of liabilities leading up to the Burkina Faso Transaction close was aligned with expectations and reflects the use of the cash left in the business, after the repatriation of $53.8 million through an intercompany dividend, to settle accrued liabilities considered attributable to Fortuna. The Company also paid $4.1 million related to taxes levied on the sale of the Burkina Faso Entities.

Investing Activities

Investing cash flows of $73.3 million reflected $83.8 million of gross proceeds from the divestment of the San Jose Mine ($13.8 million) and the Burkina Faso Entities ($70.0 million). Proceeds from the sale of the Burkina Faso Entities were adjusted down by $1.2 million subsequent to the transaction close based on an initial net cash adjustment which will be finalized in the third quarter of 2025. The remaining outflow is the cash remaining in the business of $1.8 million at San Jose and $7.4 million in Burkina Faso. Larger cash balances in the Burkina Faso Entities were expected as cash was left in the business to settle the accrued liabilities considered attributable to Fortuna.

Fortuna | 21

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

Financing Activities

The Company paid a dividend of $11.5 million to the government of Burkina Faso with respect to their interest in Roxgold Sanu which holds the Yaramoko Mine.

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 August 6, 2025, the Credit Facility remains undrawn excluding letters of credit.


	June 30, 2025		December 31, 2024		Change
Cash and cash equivalents and short-term investments		387.3		231.3		156.0
Credit facility		150.0		150.0		-
Total liquidity available		537.3		381.3		156.0
Amount drawn on credit facility1		-		-		-
Net liquidity position		537.3		381.3		156.0
1Excluding letters of credit

Figures may not add due to rounding

Capital Controls in Argentina

In April of 2025 the Government of Argentina ended a series of capital controls that had limited the ability of companies to purchase US Dollars and repatriate funds out of the country. Subsequent to the quarter end, the Company took advantage of the easing of capital controls and a favourable spread on exchange rates to repatriate $50.0 million. The Company will continue to repatriate cash when conditions are favourable to manage cash balances in Argentina.

Contractual Obligations

Significant changes to our commitments and contractual obligations as at June 30, 2025 are outlined below:


	Expected payments due by year as at June 30, 2025
	Less than			After
	1 year	1 - 3 years	4 - 5 years	5 years	Total
Trade and other payables	134.0	-	-	-	134.0
Debt	-	-	172.5	-	172.5
Closure and reclamation provisions	0.8	3.6	27.8	20.4	52.6
Income taxes payable	60.1	-	-	-	60.1
Lease obligations	29.4	50.3	11.6	15.5	106.8
Other liabilities	-	3.4	-	-	3.4
Total	224.3	57.3	211.9	35.9	529.4
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.

Fortuna | 22

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

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.

Provisionally priced trade receivables of $9.7 million, short-term investments of $8.9 million, and share units payable of $17.9 million are the Company’s Level 2 fair value assets and liabilities, and the only Level 3 fair value asset is $11.7 million regarding the VAT receivable from the Burkina Faso Transaction.

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 August 6, 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. Assuming an initial conversion rate of 151.7220 common shares per $1,000 principal amount of 2024 Notes, a maximum of 26,172,045 common shares are issuable upon conversion of the 2024 Notes as at August 6, 2025.

Normal Course Issuer Bid

During the quarter the Company did not repurchase any common shares of the Company under its NCIB.

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.

Fortuna | 23

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

RELATED PARTY TRANSACTIONS

The Company has entered into the following related party transactions during the three and six months ended June 30, 2025 and 2024:

(a) Key Management Personnel

During the three and six months ended June 30, 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 June 30,				Six months ended June 30,
(Expressed in $ thousands)	2025		2024		2025		2024
Salaries and benefits		1,422		2,038		4,365		4,969
Directors fees		318		214		536		429
Consulting fees		16		16		37		33
Share-based payments		1,969		3,539		7,588		5,280
		3,725		5,807		12,526		10,711

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 cash flow from ongoing operations; adjusted net income; adjusted attributable net income; adjusted EBITDA; net debt 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. 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 pages 28 and 29 of the Company’s management’s discussion and analysis for the year ended December 31, 2024 for details of the change.

●

The calculations of Adjusted Net Income and Adjusted Attributable Net Income were revised in Q1 2025 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.

Fortuna | 24

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

●

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.
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.

Fortuna | 25

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 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 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.
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.
EBITDA Margin		This ratio is calculated by dividing Adjusted EBITDA by Sales
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.

Fortuna | 26

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 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
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.

Cash Cost per Ounce of Gold Equivalent Sold

The following tables present a reconciliation of cash cost per ounce of gold equivalent sold to the cost of sales in the Q2 2025 Financial Statements for the three and six months ended June 30, 2025 and 2024:


Cash Cost Per Gold Equivalent Ounce Sold - Q2 2025	Lindero	Séguéla	Caylloma	GEO Cash Costs
Cost of sales	40,939	66,660	17,793	125,394
Depletion, depreciation, and amortization	(13,331)	(29,934)	(4,268)	(47,533)
Royalties and taxes	(92)	(11,152)	(295)	(11,539)
By-product credits	(762)	-	-	(762)
Other	59	-	(663)	(604)
Treatment and refining charges	-	-	28	28
Cash cost applicable per gold equivalent ounce sold	26,813	25,574	12,595	64,982
Ounces of gold equivalent sold	23,350	38,144	8,484	69,978
Cash cost per ounce of gold equivalent sold ($/oz)	1,148	670	1,485	929
Gold equivalent was calculated using the realized prices for gold of $3,306/oz Au, $33.8/oz Ag, $1,945/t Pb and $2,640/t Zn for Q2 2025
Figures may not add due to rounding


Cash Cost Per Gold Equivalent Ounce Sold - Q2 2024	Lindero	Séguéla	Caylloma	GEO Cash Costs
Cost of sales	36,010	51,430	16,239	103,679
Depletion, depreciation, and amortization	(11,580)	(27,130)	(3,358)	(42,068)
Royalties and taxes	(116)	(5,629)	(229)	(5,974)
By-product credits	(704)	-	-	(704)
Other	(227)	-	(350)	(577)
Treatment and refining charges	-	-	2,287	2,287
Cash cost applicable per gold equivalent ounce sold	23,383	18,671	14,589	56,643
Ounces of gold equivalent sold	21,409	33,102	12,799	67,310
Cash cost per ounce of gold equivalent sold ($/oz)	1,092	564	1,140	842
Gold equivalent was calculated using the realized prices for gold of $2,333/oz Au, $28.5/oz Ag, $2,157/t Pb and $2,835/t Zn for Q2 2024
Figures may not add due to rounding


Cash Cost Per Gold Equivalent Ounce Sold - Year to Date 2025	Lindero	Séguéla	Caylloma	GEO Cash Costs
Cost of sales	72,744	132,085	35,256	240,087
Depletion, depreciation, and amortization	(23,130)	(60,245)	(8,637)	(92,012)
Royalties and taxes	(187)	(21,285)	(535)	(22,007)
By-product credits	(1,493)	-	-	(1,493)
Other	182	-	(1,322)	(1,140)
Treatment and refining charges	-	-	78	78
Cash cost applicable per gold equivalent ounce sold	48,116	50,555	24,840	123,511
Ounces of gold equivalent sold	41,931	76,583	18,833	137,347
Cash cost per ounce of gold equivalent sold ($/oz)	1,147	660	1,319	899
Gold equivalent was calculated using the realized prices for gold of $3,103/oz Au, $32.8/oz Ag, $1,958/t Pb and $2,747/t Zn for YTD 2025
Figures may not add due to rounding

Fortuna | 27

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)


Cash Cost Per Gold Equivalent Ounce Sold - Year to Date 2024	Lindero	Séguéla	Caylloma	GEO Cash Costs
Cost of sales	70,058	96,640	33,344	200,042
Depletion, depreciation, and amortization	(23,160)	(51,046)	(7,182)	(81,388)
Royalties and taxes	(369)	(11,101)	(583)	(12,053)
By-product credits	(1,127)	-	-	(1,127)
Other	(228)	-	(681)	(909)
Treatment and refining charges	-	-	3,518	3,518
Cash cost applicable per gold equivalent ounce sold	45,174	34,493	28,416	108,083
Ounces of gold equivalent sold	43,036	67,552	26,122	136,710
Cash cost per ounce of gold equivalent sold ($/oz)	1,050	511	1,088	791
Gold equivalent was calculated using the realized prices for gold of $2,207/oz Au, $25.7/oz Ag, $2,120/t Pb and $2,644/t Zn for YTD 2024
Figures may not add due to rounding

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

The following tables show a breakdown of the all-in sustaining cash cost per ounce of gold equivalent sold for the three and six months ended June 30, 2025 and 2024:


AISC Per Gold Equivalent Ounce Sold - Q2 2025	Lindero	Séguéla	Caylloma	Corporate	GEO AISC
Cash cost applicable per gold equivalent ounce sold	26,813	25,574	12,595	-	64,982
Royalties and taxes	92	11,152	295	-	11,539
Worker's participation	-	-	760	-	760
General and administration	2,577	3,038	1,672	13,175	20,462
Total cash costs	29,482	39,764	15,322	13,175	97,743
Sustaining capital1	12,147	22,549	2,729	-	37,425
Blue chips gains (investing activities)1	-	-	-	-	-
All-in sustaining costs	41,629	62,313	18,051	13,175	135,168
Gold equivalent ounces sold	23,350	38,144	8,484	-	69,978
All-in sustaining costs per ounce	1,783	1,634	2,128	-	1,932
Gold equivalent was calculated using the realized prices for gold of $3,306/oz Au, $33.8/oz Ag, $1,945/t Pb and $2,640/t Zn for Q2 2025
Figures may not add due to rounding
1 Presented on a cash basis


AISC Per Gold Equivalent Ounce Sold - Q2 2024	Lindero	Séguéla	Caylloma	Corporate	GEO AISC
Cash cost applicable per gold equivalent ounce sold	23,382	18,671	14,589	-	56,642
Royalties and taxes	116	5,629	229	-	5,974
Worker's participation	-	-	472	-	472
General and administration	3,281	2,603	1,406	12,338	19,628
Total cash costs	26,779	26,903	16,696	12,338	82,716
Sustaining capital1	16,738	9,406	4,101	-	30,245
Blue chips gains (investing activities)1	(2,501)	-	-	-	(2,501)
All-in sustaining costs	41,016	36,309	20,797	12,338	110,460
Gold equivalent ounces sold	21,409	33,102	12,799	-	67,310
All-in sustaining costs per ounce2	1,916	1,097	1,625	-	1,641
Gold equivalent was calculated using the realized prices for gold of $2,333/oz Au, $28.5/oz Ag, $2,157/t Pb and $2,835/t Zn for Q2 2024
Figures may not add due to rounding
1 Presented on a cash basis

Fortuna | 28

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)


AISC Per Gold Equivalent Ounce Sold - Year to Date 2025	Lindero	Séguéla	Caylloma	Corporate	GEO AISC
Cash cost applicable per gold equivalent ounce sold	48,116	50,555	24,840	-	123,511
Royalties and taxes	187	21,285	535	-	22,007
Worker's participation	-	-	1,499	-	1,499
General and administration	5,057	5,262	4,127	28,548	42,994
Total cash costs	53,360	77,102	31,001	28,548	190,011
Sustaining capital1	25,091	34,801	4,974	-	64,866
Blue chips gains (investing activities)1	(1,319)	-	-	-	(1,319)
All-in sustaining costs	77,132	111,903	35,975	28,548	253,558
Gold equivalent ounces sold	41,931	76,583	18,833	-	137,347
All-in sustaining costs per ounce	1,839	1,461	1,910	-	1,846
Gold equivalent was calculated using the realized prices for gold of $3,103/oz Au, $32.8/oz Ag, $1,958/t Pb and $2,747/t Zn for YTD 2025
Figures may not add due to rounding
1 Presented on a cash basis


AISC Per Gold Equivalent Ounce Sold - Year to Date 2024	Lindero	Séguéla	Caylloma	Corporate	GEO AISC
Cash cost applicable per gold equivalent ounce sold	45,174	34,493	28,416	-	108,083
Royalties and taxes	369	11,101	583	-	12,053
Worker's participation	-	-	889	-	889
General and administration	6,160	3,771	2,625	22,987	35,543
Total cash costs	51,703	49,365	32,513	22,987	156,568
Sustaining capital1	27,143	19,593	8,742	-	55,478
Blue chips gains (investing activities)1	(5,149)	-	-	-	(5,149)
All-in sustaining costs	73,697	68,958	41,255	22,987	206,897
Gold equivalent ounces sold	43,036	67,552	26,122	-	136,710
All-in sustaining costs per ounce2	1,712	1,021	1,579	-	1,513
Gold equivalent was calculated using the realized prices for gold of $2,207/oz Au, $25.7/oz Ag, $2,120/t Pb and $2,644/t Zn for YTD 2024
Figures may not add due to rounding
1 Presented on a cash basis

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 Q2 2025 Financial Statements for the three and six months ended June 30, 2025 and 2024:


Cash Cost Per Silver Equivalent Ounce Sold - Q2 2025		Caylloma
Cost of sales		17,793
Depletion, depreciation, and amortization		(4,268)
Royalties and taxes		(295)
Other		(663)
Treatment and refining charges		28
Cash cost applicable per silver equivalent sold		12,595
Ounces of silver equivalent sold1		830,824
Cash cost per ounce of silver equivalent sold ($/oz)		15.16
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 | 29

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)


Cash Cost Per Silver Equivalent Ounce Sold - Q2 2024		Caylloma
Cost of sales		16,239
Depletion, depreciation, and amortization		(3,358)
Royalties and taxes		(229)
Other		(350)
Treatment and refining charges		2,287
Cash cost applicable per silver equivalent sold		14,589
Ounces of silver equivalent sold1		1,046,393
Cash cost per ounce of silver equivalent sold ($/oz)		13.94
1 Silver equivalent sold is calculated using a 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


Cash Cost Per Silver Equivalent Ounce Sold - Year to Date 2025		Caylloma
Cost of sales		35,256
Depletion, depreciation, and amortization		(8,637)
Royalties and taxes		(535)
Other		(1,322)
Treatment and refining charges		78
Cash cost applicable per silver equivalent sold		24,840
Ounces of silver equivalent sold1		1,783,961
Cash cost per ounce of silver equivalent sold ($/oz)		13.92
1 Silver equivalent sold is calculated using a silver to gold ratio of 0.0:1, 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 - Year to Date 2024		Caylloma
Cost of sales		33,344
Depletion, depreciation, and amortization		(7,182)
Royalties and taxes		(583)
Other		(681)
Treatment and refining charges		3,518
Cash cost applicable per silver equivalent sold		28,416
Ounces of silver equivalent sold1		2,244,876
Cash cost per ounce of silver equivalent sold ($/oz)		12.66
1 Silver equivalent sold is calculated using a 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

Fortuna | 30

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

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 and six months ended June 30, 2025 and 2024:


AISC Per Silver Equivalent Ounce Sold - Q2 2025		Caylloma
Cash cost applicable per silver equivalent ounce sold		12,595
Royalties and taxes		295
Worker's participation		760
General and administration		1,672
Total cash costs		15,322
Sustaining capital3		2,729
All-in sustaining costs		18,051
Silver equivalent ounces sold1		830,824
All-in sustaining costs per ounce2		21.73
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


AISC Per Silver Equivalent Ounce Sold - Q2 2024		Caylloma
Cash cost applicable per silver equivalent ounce sold		14,589
Royalties and taxes		229
Worker's participation		472
General and administration		1,406
Total cash costs		16,696
Sustaining capital3		4,101
All-in sustaining costs		20,797
Silver equivalent ounces sold1		1,046,393
All-in sustaining costs per ounce2		19.87
1 Silver equivalent sold is calculated using a 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


AISC Per Silver Equivalent Ounce Sold - Year to Date 2025		Caylloma
Cash cost applicable per silver equivalent ounce sold		24,840
Royalties and taxes		535
Worker's participation		1,499
General and administration		4,127
Total cash costs		31,001
Sustaining capital3		4,974
All-in sustaining costs		35,975
Silver equivalent ounces sold1		1,783,961
All-in sustaining costs per ounce2		20.17
1 Silver equivalent sold is calculated using a silver to gold ratio of 0.0:1, 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 | 31

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)


AISC Per Silver Equivalent Ounce Sold - Year to Date 2024		Caylloma
Cash cost applicable per silver equivalent ounce sold		28,416
Royalties and taxes		583
Worker's participation		889
General and administration		2,625
Total cash costs		32,513
Sustaining capital3		8,742
All-in sustaining costs		41,255
Silver equivalent ounces sold1		2,244,876
All-in sustaining costs per ounce2		18.38
1 Silver equivalent sold is calculated using a 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 present a reconciliation of growth and sustaining capital expenditures for the three and six months ended June 30, 2025 and 2024.



Capital expenditures for AISC Q2 2025	Lindero	Séguéla	Caylloma	Corporate	Total
Additions to mineral properties and property, plant, and equipment	13,183	23,603	2,293	7,936	47,015
Growth capital	(1,827)	(5,538)	(305)	(7,936)	(15,606)
Sustaining capital	11,356	18,065	1,988	-	31,409
Sustaining leases	791	4,484	741	-	6,016
Capital expenditures for AISC	12,147	22,549	2,729	-	37,425
Figures may not add due to rounding
Discontinued operations have been removed



Capital expenditures for AISC Q2 2024	Lindero	Séguéla	Caylloma	Corporate	Total
Additions to mineral properties and plant, and equipment	16,346	15,573	3,127	5,591	40,637
Growth capital	(195)	(8,605)	-	(5,591)	(14,391)
Sustaining capital	16,151	6,968	3,127	-	26,246
Sustaining leases	587	2,437	974	-	3,998
Capital expenditures for AISC	16,738	9,405	4,101	-	30,244
Figures may not add due to rounding
Discontinued operations have been removed


Capital expenditures for AISC YTD 2025	Lindero	Séguéla	Caylloma	Corporate	Total
Additions to mineral properties and property, plant, and equipment	25,852	41,423	4,157	13,536	84,968
Growth capital	(2,134)	(14,745)	(554)	(13,536)	(30,969)
Sustaining capital	23,718	26,678	3,603	-	53,999
Sustaining leases	1,373	8,123	1,372	-	10,868
Capital expenditures for AISC	25,091	34,801	4,975	-	64,867
Figures may not add due to rounding
Discontinued operations have been removed

Fortuna | 32

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)


Capital expenditures for AISC YTD 2024	Lindero	Séguéla	Caylloma	Corporate	Total
Additions to mineral properties and plant, and equipment	26,307	24,531	6,862	9,896	67,596
Growth capital	(349)	(9,640)	-	(9,896)	(19,885)
Sustaining capital	25,958	14,891	6,862	-	47,711
Sustaining leases	1,185	4,702	1,880	-	7,767
Capital expenditures for AISC	27,143	19,593	8,742	-	55,478
Figures may not add due to rounding
Discontinued operations have been removed

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 and six months ended June 30, 2025 and 2024:


		Three months ended June 30,				Six months ended June 30,
(Expressed in millions)	2025		2024		2025		2024

Net cash provided by operating activities		67.3		73.6		193.7		122.5
Additions to mineral properties, plant and equipment		(47.0)		(50.4)		(86.6)		(91.7)
Payments of lease obligations		(6.4)		(5.7)		(12.4)		(10.6)
Free cash flow		13.9		17.5		94.7		20.2
Growth capital		15.6		14.4		31.0		19.9
Discontinued operations		26.2		(25.2)		(7.7)		(26.6)
Gain on blue chip swap investments		-		2.5		1.3		5.1
Other adjustments		1.7		1.0		4.8		(1.1)
Free cash flow from ongoing operations		57.4		10.2		124.1		17.5

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 and six months ended June 30, 2025 and 2024:


		Three months ended June 30,				Six months ended June 30,
(Expressed in millions)	2025		2024		2025		2024
Net income		44.1		43.3		108.8		72.4
Adjustments, net of tax:
Discontinued operations		3.6		(21.1)		(22.3)		(35.8)
Write off of mineral properties		2.0		-		2.0		-
Income tax, convertible debentures		-		(12.0)		-		(12.0)
Other non-cash/non-recurring items		0.1		0.1		0.4		0.9
Adjusted net income		49.8		10.3		88.9		25.5

Figures may not add due to rounding

Fortuna | 33

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

Adjusted EBITDA

The following table presents a reconciliation of Adjusted EBITDA from net income, the most directly comparable IFRS measure, for the three and six months ended June 30, 2025 and 2024:


	Three months ended June 30,					Six months ended June 30,
(Expressed in millions)	2025		2024		2025		2024
Net income		44.1		43.3		108.8		72.4
Adjustments:
Community support provision and accruals		-		(0.1)		(0.2)		(0.4)
Discontinued operations		3.6		(21.1)		(22.3)		(35.8)
Net finance items		3.4		6.4		6.5		11.9
Depreciation, depletion, and amortization		42.5		42.9		93.0		82.5
Income taxes		33.7		4.5		49.0		15.8
Investment income		(1.7)		-		(1.7)		-
Other non-cash/non-recurring items		2.1		(3.4)		(7.2)		(6.7)
Adjusted EBITDA		127.7		72.5		225.9		139.7
Sales		230.4		156.3		425.5		300.3
EBITDA margin		55%		46%		53%		47%

Figures may not add due to rounding

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 and six months ended June 30, 2025 and 2024:


		Three months ended June 30,				Six months ended June 30,
(Expressed in millions)	2025		2024		2025		2024
Net income attributable to shareholders		37.3		40.6		95.8		66.9
Adjustments, net of tax:
Discontinued operations		3.6		(21.1)		(22.3)		(35.8)
Write off of mineral properties		2.0		-		2.0		-
Income tax, convertible debentures		-		(12.0)		-		(12.0)
Inventory adjustment		-		0.2		(0.2)		0.2
Other non-cash/non-recurring items		1.8		1.6		5.1		3.8
Adjusted attributable net income		44.7		9.3		80.4		23.1

Figures may not add due to rounding

Net Debt

The following table presents a calculation of net debt as at June 30, 2025:

(Expressed in millions except Total net debt to Adjusted EBITDA ratio)

As at June 30, 2025

2024 Convertible Notes

172.5

Less: Cash and Cash Equivalents and Short-term Investments

(387.3)

Total net debt1

(214.8)

Adjusted EBITDA (last four quarters)

545.7

Total net debt to adjusted EBITDA ratio

(0.4):1

1 Excluding letters of credit

Fortuna | 34

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

Working Capital

The following table presents a calculation of working capital as at June 30, 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 | 35

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 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 and six months June 30, 2025 and up to the date of this MD&A include the following:

●

In April of 2025 the Government of Argentina secured a $20.0 billion loan from the International Monetary Fund and implemented decrees which eliminated a number of capital controls and moved the Argentine Peso to a more free-floating exchange rate. This included the lifting of some restrictions on the repatriation of local cash balances. While these changes have been favourable to the Company and allow us to repatriate funds out of Argentina to manage local cash balances, there is no guarantee that these changes will remain in place or that the purchase of US Dollars for repatriation will be possible at an exchange rate the Company finds acceptable. Management continues to monitor the situation and strategically repatriate cash when possible. For cash balances in Argentine Pesos that remain in Argentina the Company has instituted an investment strategy to hedge against this risk of devaluation.

●

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. 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 continues to

Fortuna | 36

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

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

●

In Côte d’Ivoire four prominent opposition figures were excluded from the electoral list making them ineligible to stand for election in the October 2025 presidential elections. This has raised tensions around the planned election and increased the risk of civil unrest. Management continues to monitor the situation and take the necessary steps to ensure operations are not impacted.

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.

During the three months ended June 30, 2025 the Company implemented internal controls over financial reporting in relation to the divestment transactions completed in the quarter.

There have been no other changes in the Company’s internal control over financial reporting for the three and six months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Fortuna | 37

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 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 about the payment to Fortuna of a net smelter returns royalty upon future production from the San Jose Mine, subject to certain conditions; statements about Fortuna’s right to receive certain additional payments upon the completion of certain conditions post-closing of the sale of Cuzcatlan; statements about Fortuna’s right to receive certain additional payments related to the refund of value added tax receivables upon the completion of certain conditions post-closing in relation to the sale of the Company’s Sanu Entities; the finalization of the net cash adjustment related to the sale of the Yaramoko Mine; the ability of the Company to continue to repatriate funds from Argentina; the Company’s expectation that there are no changes in internal controls during the three and six months ended June 30, 2025 that are reasonably likely to materially affect the Company’s internal control over financing reporting; statements that a preliminary economic assessment in respect of Diamba Sud is expected to be completed in the fourth quarter of 2025; 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 | 38

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 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 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; the imposition of trade tariffs on the Company’s operations; 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.

Fortuna | 39

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2025 (in US dollars, tabular amounts in millions, except where noted)

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 receipt of future additional payments from the Burkina Faso Transaction; 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; and the accuracy of the Company’s current Mineral Resource and Mineral Reserve estimates.

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 | 40

EX-99.3 4 tmb-20250630xex99d3.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 June 30, 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 April 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Issuer’s ICFR.

DATED: August 6, 2025

/s/ “Jorge Ganoza Durant”

JORGE GANOZA DURANT,

Chief Executive Officer

EX-99.4 5 tmb-20250630xex99d4.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 June 30, 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 April 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Issuer’s ICFR.

DATED: August 6, 2025

/s/ “Luis Ganoza Durant”

LUIS GANOZA DURANT,

Chief Financial Officer

EX-99.5 6 tmb-20250630xex99d5.htm EX-99.5

NEWS RELEASE

Fortuna Reports Results for the Second Quarter of 2025

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

Vancouver, August 6, 2025: Fortuna Mining Corp. (NYSE: FSM | TSX: FVI) (“Fortuna” or the “Company”) today reported its financial and operating results for the second quarter of 2025.

(Results from the Company’s San Jose and Yaramoko assets have been excluded from its Q2 2025 continuing results, along with the comparative figures, due to the classification of the assets as discontinued as at June 30, 2025.)

Jorge A. Ganoza, President and CEO of Fortuna, commented, “Fortuna completed the second quarter with liquidity of more than half a billion dollars. Our strong balance sheet positions the Company to pursue growth opportunities under our control including the guided production expansion at the Séguéla Mine in 2026 and advancing to a construction decision at the Diamba Sud project in Senegal by the first half of 2026 following the completion of a PEA later this year.”

Mr. Ganoza continued, “We delivered a total of 75,950 gold equivalent ounces1, keeping us firmly on track to meet annual production guidance. Higher realized gold prices in the quarter contributed to a record EBITDA1 margin of 55%. The higher consolidated AISC1 of $1,932 per ounce of gold in the quarter was primarily driven by the timing of capital expenditures and peak mine waste stripping at Séguéla during the second quarter and into the third. These investments are critical to achieving our annual target of 160 to 180 thousand gold ounces in 2026.”

Mr. Ganoza concluded, “Looking into the second half of the year, we expect our mines to remain within annual AISC1 guidance. At Séguéla, AISC1, is projected to trend higher through the year due to planned mine waste stripping to access higher-grade material, but the full-year average is expected to remain well within guidance. In contrast, Lindero’s AISC1, is expected to trend lower in the second half of the year as the leach pad expansion is now complete and peak stripping is behind us.”

Second Quarter 2025 Highlights

Cash and Cashflow

●Free cash flow1 from ongoing operations of $57.4 million in Q2, and net cash from operating activities before working capital changes of $96.9 million or $0.32 per share

●Liquidity was $537.3 million, and the Company increased its positive net cash1 position to $214.8 million (including short-term investments), from $136.9 million in Q1 2025

●Quarter-end cash and short-term investments of $387.3 million, a quarter over quarter (“QoQ“) increase of $78.0 million

●Subsequent to June 30, 2025 the Company took advantage of the relaxing of capital controls and a favourable spread on exchange rates to repatriate $50.0 million from Argentina

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 Au Eq includes gold, silver, lead and zinc and is calculated using the following metal prices: $3,306/oz Au, $33.8/oz Ag, $1,945/t Pb, and $2,640/t Zn for Q2 2025.; $2,333/oz Au, $28.5/oz Ag, $2,157/t Pb, and $2,835/t Zn for Q2 2024; $2,882/oz Au, $31.8/oz Ag, $1,971/t Pb, and $2,841/t Zn for Q1 2025

Profitability

●

Attributable net income from continuing operations of $42.6 million or $0.14 per share, a QoQ increase of $0.03. Net Income was impacted by the recognition of $17.5 million in withholding taxes due to the timing of an annual dividend approval in Côte d'Ivoire

●

Higher realized gold prices contributed to expanding Adjusted EBITDA1 margins to a record 55% compared to 50% in Q1 2025

●

Attributable adjusted net income1 of $44.7 million or $0.15 per share, a QoQ increase of $0.04 per share

Operational

●

Gold equivalent production (“GEO”) of 71,229 from continuing operations ounces2 in Q2. GEO production was 75,950 including discontinued operations.

●

Consolidated cash cost per GEO1 from continuing operations of $929 in Q2, compared to $866 in Q1 2025

●

Consolidated AISC per GEO1 from continuing operations of $1,932 for Q2 compared to $1,752 in Q1 2025.

●

Safety performance indicator for TRIFR down to 0.87 compared to 0.98 in Q1 2025. The Company had zero lost time injuries in the quarter.

Growth and Business Development

●

On August 5th the Company published an updated in-pit mineral resource estimation for the Diamba Sud project in Senegal, reporting an Indicated Mineral Resource of 724,000 gold ounces, and an Inferred Mineral Resource of 285,000 gold ounces (Indicated Mineral Resource of 14.2 Mt averaging 1.59 g/t Au containing 724,000 gold ounces, and Inferred Mineral Resource of 6.2 Mt averaging 1.44 g/t Au containing 285,000 gold ounces), reflecting 53 and 93 percent increase in resources for the project respectively since year-end 2024. This estimate incorporates initial resources from the newly discovered mineralization at the Southern Arc prospect. The Company is advancing the Diamba Sud project with parallel activities on environmental permits, engineering studies, and continued mineral exploration working towards a preliminary economic assessment in the fourth quarter of 2025. Refer to our news release “Fortuna Advances Diamba Sud Gold Project in Senegal with Updated Mineral Resources; PEA Completion Targeted for Q4 2025” dated August 5, 2025.

●

The Company acquired 15% of Awale Resources who owns the Odienne project and other permits in a geologic corridor that is of interest to Fortuna in Côte d'Ivoire. Refer to our news release “Fortuna Completes Strategic Investment in Awalé Resources Limited and Files Early Warning Report” dated June 11, 2025.

Yaramoko and San Jose Divestment

The Company received $83.8 million in gross proceeds during the quarter related to the divestment of our two short-life mines as part of an initiative to streamline the asset portfolio. Taken together, these two sales allow the Company to reallocate approximately $50.0 million in capital and management focus away from mine closures and toward higher-value opportunities that align more closely with our long-term strategy.

Fortuna | 2

Second Quarter 2025 Consolidated Results


	Three months ended			Six months ended June 30,
($ Expressed in millions)	June 30, 2025	June 30, 2024	March 31, 2025	2025	2024		% Change
Total Production Including Discontinued Operations (GEO)	75,950	116,570	103,459	179,409		229,113	(22%)
Production from Continuing Operations (GEO)	71,229	71,368	70,386	141,615		143,679	(1%)

Financial Highlights from Continuing Operations
Sales	230.4	156.3	195.2	425.5		300.3	42%
Mine operating income	105.0	52.6	80.3	185.4		100.2	85%
Operating income	83.7	30.8	55.9	139.7		59.6	134%
Net income from continuing operations	47.7	22.2	36.6	86.6		36.6	137%
Attributable net income from continuing operations	42.6	21.3	35.4	78.1		34.3	128%
Attributable earnings per share from continuing operations - basic	0.14	0.07	0.11	0.25		0.11	127%
Adjusted attributable net income from continuing operations1	44.7	9.3	35.7	80.4		23.1	248%
Adjusted attributable net income from continuing operations earnings per share	0.15	0.03	0.11	0.26		0.08	225%
Adjusted EBITDA1	127.7	72.5	98.2	225.9		139.7	62%
Net cash provided by operating activities - continuing operations	92.7	37.4	89.0	181.7		69.2	163%
Free cash flow from ongoing operations1	57.4	10.2	66.7	124.1		17.5	609%
Cash cost ($/oz GEO)1	929	842	866	899		791	14%
All-in sustaining cash cost continuing ops($/oz GEO)1,2	1,932	1,641	1,752	1,846		1,513	22%
AISC including discontinued ops($/oz GEO)1,2,3	1,899	1,633	1,640	1,752		1,553	13%
Capital expenditures2
Sustaining	31.4	26.2	22.6	54.0		47.7	13%
Sustaining leases	6.0	4.0	4.9	10.9		7.8	40%
Growth capital	15.6	14.4	15.4	31.0		19.9	56%
				June 30, 2025		December 31, 2024	% Change
Cash and cash equivalents and short-term investments				387.3		231.3	67%
Net liquidity position (excluding letters of credit)				537.3		381.3	41%
Shareholder's equity attributable to Fortuna shareholders				1,494.6		1,403.9	6%
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
3 For Q2 2025 and year to date 2025 AISC reflects production and costs for Yaramoko from April 1 to April 14, 2025, being the date that the Company agreed to the assumed handover of operations to the purchaser. AISC per ounce of gold equivalent sold for the aforementioned period has been estimated at $1,410 which is comparable to the AISC per ounce of gold equivalent sold at Yaramoko for Q1 2025 of $1,411
Figures may not add due to rounding
Discontinued operations have been removed where applicable

Second Quarter 2025 Results

Q2 2025 vs Q1 2025

Cash cost per ounce and AISC

Cash cost per GEO sold from continuing operations was $929 in Q2 2025, an increase compared to $866 in Q1 2025. The increase in cash costs was mostly related to lower gold equivalent ounces at Caylloma due to an increase in the gold price and the impact on the GEO calculation.

Fortuna | 3

All-in sustaining costs per GEO from continuing operations was $1,932 in Q2 2025 compared to $1,752 in Q1 2025. The higher AISC is explained by the increase in cash cost as described above, higher capitalized stripping at Séguéla and timing of capital expenditure payments.

Attributable Net Income and Adjusted Net Income

Attributable net income from continuing operations for the period was $42.6 million compared to $35.4 million in Q1 2025. After adjusting for impairment charges and other non-recurring items, adjusted attributable net income was $44.7 million or $0.15 per share compared to $35.7 million or $0.11 per share in Q1 2025. The increase was explained mainly by higher gold prices and higher gold sales volume. The realized gold price in Q2 2025 was $3,307 per ounce compared to $2,880 in Q1 2025. The increase in gold sales volume was due to higher gold production at Lindero. This was partially offset by the recognition of $17.5 million in withholding taxes related to the timing of local Board approvals for the repatriation of funds out of Côte d'Ivoire

Cash flow

Net cash generated by operations before working capital adjustments was $96.9 million or $0.32 per share. After adjusting for changes in working capital, net cash generated by operations for the quarter was $92.7 million compared to $89.0 million in Q1 2025, as higher sales in Q2 2025 as described above were partially offset by income tax payments of $36.4 million compared to $9.4 million in Q1 2025.

Free cash flow from ongoing operations in Q2 2025 was $57.4 million, a decrease of $9.3 million over the $66.7 million reported in Q1 2025. The decrease was due to higher tax payments described above and higher sustaining capital expenditures of $7.6 million.

Q2 2025 vs Q2 2024

Cash cost per ounce and AISC

Consolidated cash cost per GEO increased to $929, compared to $842 in Q2 2024. This increase was mainly driven by higher cash costs at Séguéla and lower gold equivalent ounces at Caylloma due to an increase in the gold price and the impact on gold equivalent ounces. The increase in cash cost at Séguéla was primarily due to lower head grade and higher stripping costs, consistent with the mine plan.

All-in sustaining costs per gold equivalent ounce from continuing operations increased to $1,932 in Q2 2025 from $1,641 in Q2 2024. This increase primarily resulted from the higher cash cost per ounce discussed above, increased royalties due to the higher gold price and higher sustaining capital expenditures.

Attributable Net Income and Adjusted Net Income

Attributable net income from continuing operations for the period was $42.6 million or $0.14 per share, compared to $21.3 million or $0.07 per share in Q2 2024. After adjusting for impairment charges and other non-recurring items, adjusted attributable net income was $44.7 million or $0.15 per share compared to $9.3 million or $0.03 per share in Q2 2024. The increase was primarily due to higher realized gold prices, which averaged $3,307 per ounce in Q2 2025 compared to $2,334 per ounce in Q2 2024, and higher sales volumes at Séguéla (up 15%) and Lindero (up 9%), driven by increased processed ore at both mines.

Fortuna | 4

Other factors influencing adjusted net income compared to Q2 2024 included the recognition of $17.5 million in withholding taxes related to the timing of local board approvals for the repatriation of funds from Côte d'Ivoire.

Depreciation and Depletion

Depreciation and depletion increased by $5.4 million to $48.3 million compared to $42.9 million in the comparable period of 2024. The increase was primarily due to higher ounces sold at Séguéla. Depreciation and depletion in the period included $18.1 million related to the purchase price allocation from the Roxgold acquisition.

Cash Flow

Net cash generated by operations for the quarter was $92.7 million compared to $37.4 million in Q2 2024. The increase is mainly explained by higher gold prices and higher gold volume sold at Séguéla and Lindero, and a lower negative change in working capital in Q2 2025 compared to Q2 2024.

Free cash flow from ongoing operations in Q2 2025 was $57.4 million, compared to $10.2 million reported in Q2 2024. The increase was mainly due to higher prices and metal sold as discussed above.

Fortuna | 5

Séguéla Mine, Côte d’Ivoire


	Three months ended June 30,		Six months ended June 30,
	2025	2024	2025	2024
Mine Production
Tonnes milled	429,184	318,457	873,188	713,294
Average tonnes crushed per day	4,665	3,461	4,798	3,898

Gold
Grade (g/t)	3.00	3.47	2.88	3.09
Recovery (%)	93	94	93	94
Production (oz)	38,186	32,983	76,686	67,539
Metal sold (oz)	38,144	33,102	76,583	67,552
Realized price ($/oz)	3,315	2,332	3,101	2,211

Unit Costs
Cash cost ($/oz Au)1	670	564	660	511
All-in sustaining cash cost ($/oz Au)1	1,634	1,097	1,461	1,021

Capital Expenditures ($000's)2
Sustaining	18,065	6,968	26,678	14,891
Sustaining leases	4,484	2,437	8,123	4,702
Growth capital	5,538	8,605	14,745	9,640
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

Fortuna | 6

Lindero Mine, Argentina


	Three months ended June 30,		Six months ended June 30,
	2025	2024	2025	2024
Mine Production
Tonnes placed on the leach pad	1,828,520	1,408,791	3,581,536	2,956,114

Gold
Grade (g/t)	0.57	0.61	0.56	0.60
Production (oz)	23,550	22,874	43,870	46,136
Metal sold (oz)	23,487	21,511	42,142	43,230
Realized price ($/oz)	3,293	2,335	3,108	2,201

Unit Costs
Cash cost ($/oz Au)1	1,148	1,092	1,147	1,050
All-in sustaining cash cost ($/oz Au)1,3	1,783	1,916	1,839	1,712

Capital Expenditures ($000's)2
Sustaining	11,356	16,151	23,718	25,958
Sustaining leases	791	587	1,373	1,185
Growth Capital	1,827	195	2,134	349

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

As of June 30, 2025, the leach pad expansion project was completed, with minor close-out activities and demobilization now taking place.

Fortuna | 7

Caylloma Mine, Peru


	Three months ended June 30,		Six months ended June 30,
	2025	2024	2025	2024
Mine Production
Tonnes milled	138,471	136,543	275,130	273,639
Average tonnes milled per day	1,556	1,552	1,555	1,546

Silver
Grade (g/t)	64	83	65	85
Recovery (%)	84	84	83	83
Production (oz)	240,621	306,398	483,614	621,858
Metal sold (oz)	247,429	267,569	497,713	593,051
Realized price ($/oz)	33.76	28.55	32.76	25.69

Lead
Grade (%)	3.23	3.83	3.22	3.66
Recovery (%)	90	91	91	91
Production (000's lbs)	8,924	10,525	17,760	20,055
Metal sold (000's lbs)	9,183	9,422	18,382	19,247
Realized price ($/lb)	0.88	0.98	0.89	0.96

Zinc
Grade (%)	4.63	4.80	4.82	4.63
Recovery (%)	91	90	91	90
Production (000's lbs)	12,851	13,040	26,623	25,223
Metal sold (000's lbs)	12,283	12,710	26,109	25,175
Realized price ($/lb)	1.20	1.29	1.25	1.20

Unit Costs
Cash cost ($/oz Ag Eq)1,2	15.16	13.94	13.92	12.66
All-in sustaining cash cost ($/oz Ag Eq)1,2	21.73	19.87	20.17	18.38

Capital Expenditures ($000's)3
Sustaining	1,988	3,127	3,602	6,862
Sustaining leases	741	974	1,372	1,880
Growth Capital	305	–	554	-

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 second quarter of 2025, the Caylloma Mine produced 240,621 ounces of silver at an average head grade of 64 g/t, a 21% decrease when compared to the same period in 2024.

Fortuna | 8

Fortuna | 9

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 and six ended June 30, 2025 (“Q2 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 Q2 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:

●

Fortuna | 10

●

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.

Reconciliation of Debt to total net debt and net debt to adjusted EBITDA ratio for June 30, 2025

(Expressed in millions except Total net debt to Adjusted EBITDA ratio)

As at June 30, 2025

2024 Convertible Notes

172.5

Less: Cash and Cash Equivalents and Short-term Investments

(387.3)

Total net debt1

(214.8)

Adjusted EBITDA (last four quarters)

545.7

Total net debt to adjusted EBITDA ratio

(0.4):1

1 Excluding letters of credit

Reconciliation of net income to adjusted attributable net income for the three months ended March 31, 2025, and for the three and six months ended June 30, 2025 and 2024


	Three months ended			Six months ended June 30,
Consolidated (in millions of US dollars)	June 30, 2025	June 30, 2024	March 31, 2025	2025	2024
Net income attributable to shareholders	37.3	40.6	58.5	95.8		66.9
Adjustments, net of tax:
Discontinued operations	3.6	(21.1)	(25.9)	(22.3)		(35.8)
Write off of mineral properties	2.0	–	–	2.0		–
Income tax, convertible debentures	–	(12.0)	–	–		(12.0)
Inventory adjustment	–	0.2	(0.1)	(0.2)		0.2
Other non-cash/non-recurring items	1.8	1.6	0.5	5.1		3.8
Attributable Adjusted Net Income	44.7	9.3	33.0	80.4		23.1
Figures may not add due to rounding

Fortuna | 11

Reconciliation of net income to adjusted EBITDA for the three months ended March 31, 2025 and the three and six months ended June 30, 2025 and 2024


	Three months ended			Six months ended June 30,
Consolidated (in millions of US dollars)	June 30, 2025	June 30, 2024	March 31, 2025	2025	2024
Net income	44.1	43.3	64.8	108.8		72.4
Adjustments:
Community support provision and accruals	-	(0.1)	(0.2)	(0.2)		(0.4)
Discontinued operations	3.6	(21.1)	(25.9)	(22.3)		(35.8)
Net finance items	3.4	6.4	3.1	6.5		11.9
Depreciation, depletion, and amortization	42.5	42.9	50.5	93.0		82.5
Income taxes	33.7	4.5	15.3	49.0		15.8
Investment income	(1.7)	-	-	(1.7)		-
Other non-cash/non-recurring items	2.1	(3.4)	(9.4)	(7.2)		(6.7)
Adjusted EBITDA	127.7	72.5	98.2	225.9		139.7
Sales	230.4	156.3	195.2	425.5		300.3
EBITDA margin	55%	46%	50%	53%		47%

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 March 31, 2025 and the three and six months ended June 30, 2025 and 2024


	Three months ended			Six months ended June 30,
Consolidated (in millions of US dollars)	June 30, 2025	June 30, 2024	March 31, 2025	2025	2024

Net cash provided by operating activities	67.3	73.6	126.40	193.7		122.5
Additions to mineral properties, plant and equipment	(47.0)	(50.4)	(39.6)	(86.6)		(91.7)
Payments of lease obligations	(6.4)	(5.7)	(6.0)	(12.4)		(10.6)
Free cash flow	13.9	17.5	80.8	94.7		20.2
Growth capital	15.6	14.4	15.4	31.0		19.9
Discontinued operations	26.2	(25.2)	(33.9)	(7.7)		(26.6)
Gain on blue chip swap investments	-	2.5	1.3	1.3		5.1
Other adjustments	1.7	1.0	3.1	4.8		(1.1)
Free cash flow from ongoing operations	57.4	10.2	66.7	124.1		17.5

Figures may not add due to rounding

Fortuna | 12

Reconciliation of cost of sales to cash cost per ounce of gold equivalent sold for the three months ended March 31, 2025 and the three and six months ended June 30, 2025 and 2024


Cash Cost Per Gold Equivalent Ounce Sold - Q1 2025	Lindero	Séguéla	Caylloma	GEO Cash Costs
Cost of sales	31,805	65,425	17,463	114,695
Depletion, depreciation, and amortization	(9,799)	(30,310)	(4,369)	(44,478)
Royalties and taxes	(94)	(10,133)	(240)	(10,467)
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	24,982	12,245	58,531
Ounces of gold equivalent sold	18,580	38,439	10,542	67,561
Cash cost per ounce of gold equivalent sold ($/oz)	1,147	650	1,162	866
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 - Q2 2025	Lindero	Séguéla	Caylloma	GEO Cash Costs
Cost of sales	40,939	66,660	17,793	125,394
Depletion, depreciation, and amortization	(13,331)	(29,934)	(4,268)	(47,533)
Royalties and taxes	(92)	(11,152)	(295)	(11,539)
By-product credits	(762)	-	-	(762)
Other	59	-	(663)	(604)
Treatment and refining charges	-	-	28	28
Cash cost applicable per gold equivalent ounce sold	26,813	25,574	12,595	64,982
Ounces of gold equivalent sold	23,350	38,144	8,484	69,978
Cash cost per ounce of gold equivalent sold ($/oz)	1,148	670	1,485	929
Gold equivalent was calculated using the realized prices for gold of $3,306/oz Au, $33.8/oz Ag, $1,945/t Pb and $2,640/t Zn for Q2 2025
Figures may not add due to rounding


Cash Cost Per Gold Equivalent Ounce Sold - Q2 2024	Lindero	Séguéla	Caylloma	GEO Cash Costs
Cost of sales	36,010	51,430	16,239	103,679
Depletion, depreciation, and amortization	(11,580)	(27,130)	(3,358)	(42,068)
Royalties and taxes	(116)	(5,629)	(229)	(5,974)
By-product credits	(704)	-	-	(704)
Other	(227)	-	(350)	(577)
Treatment and refining charges	-	-	2,287	2,287
Cash cost applicable per gold equivalent ounce sold	23,383	18,671	14,589	56,643
Ounces of gold equivalent sold	21,409	33,102	12,799	67,310
Cash cost per ounce of gold equivalent sold ($/oz)	1,092	564	1,140	842
Gold equivalent was calculated using the realized prices for gold of $2,333/oz Au, $28.5/oz Ag, $2,157/t Pb and $2,835/t Zn for Q2 2024
Figures may not add due to rounding

Fortuna | 13


Cash Cost Per Gold Equivalent Ounce Sold - Year to Date 2025	Lindero	Séguéla	Caylloma	GEO Cash Costs
Cost of sales	72,744	132,085	35,256	240,087
Depletion, depreciation, and amortization	(23,130)	(60,245)	(8,637)	(92,012)
Royalties and taxes	(187)	(21,285)	(535)	(22,007)
By-product credits	(1,493)	-	-	(1,493)
Other	182	-	(1,322)	(1,140)
Treatment and refining charges	-	-	78	78
Cash cost applicable per gold equivalent ounce sold	48,116	50,555	24,840	123,511
Ounces of gold equivalent sold	41,931	76,583	18,833	137,347
Cash cost per ounce of gold equivalent sold ($/oz)	1,147	660	1,319	899
Gold equivalent was calculated using the realized prices for gold of $3,103/oz Au, $32.8/oz Ag, $1,958/t Pb and $2,747/t Zn for YTD 2025
Figures may not add due to rounding


Cash Cost Per Gold Equivalent Ounce Sold - Year to Date 2024	Lindero	Séguéla	Caylloma	GEO Cash Costs
Cost of sales	70,058	96,640	33,344	200,042
Depletion, depreciation, and amortization	(23,160)	(51,046)	(7,182)	(81,388)
Royalties and taxes	(369)	(11,101)	(583)	(12,053)
By-product credits	(1,127)	-	-	(1,127)
Other	(228)	-	(681)	(909)
Treatment and refining charges	-	-	3,518	3,518
Cash cost applicable per gold equivalent ounce sold	45,174	34,493	28,416	108,083
Ounces of gold equivalent sold	43,036	67,552	26,122	136,710
Cash cost per ounce of gold equivalent sold ($/oz)	1,050	511	1,088	791
Gold equivalent was calculated using the realized prices for gold of $2,207/oz Au, $25.7/oz Ag, $2,120/t Pb and $2,644/t Zn for YTD 2024
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 from continuing operations for the three months ended March 31, 2025 and the three and six months ended June 30, 2025 and 2024

For Q2 2025 and year to date 2025 AISC reflects production and costs for Yaramoko from April 1 to April 14, 2025, being the date that the Company agreed to the assumed handover of operations to the purchaser. AISC per ounce of gold equivalent sold for the aforementioned period has been estimated at $1,410 which is comparable to the AISC per ounce of gold equivalent sold at Yaramoko for Q1 2025 of $1,411.


	Continuing Operations					Discontinued Ops	Total
AISC Per Gold Equivalent Ounce Sold - Q1 2025	Lindero	Séguéla	Caylloma	Corporate	GEO AISC	Yaramoko	GEO AISC
Cash cost applicable per gold equivalent ounce sold	21,304	24,982	12,245	-	58,531	34,948	93,479
Royalties and taxes	94	10,133	240	-	10,467	7,729	18,196
Worker's participation	-	-	739	-	739	-	739
General and administration	2,480	2,224	2,455	15,374	22,533	1,394	23,927
Total cash costs	23,878	37,339	15,679	15,374	92,270	44,071	136,341
Sustaining capital1	12,944	12,252	2,246	-	27,442	2,499	29,941
Blue chips gains (investing activities)1	(1,319)	-	-	-	(1,319)	-	(1,319)
All-in sustaining costs	35,503	49,591	17,925	15,374	118,393	46,570	164,963
Gold equivalent ounces sold	18,580	38,439	10,542	-	67,561	33,013	100,574
All-in sustaining costs per ounce	1,911	1,290	1,700	-	1,752	1,411	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


	Continuing Operations					Discontinued Ops	Total
AISC Per Gold Equivalent Ounce Sold - Q2 2025	Lindero	Séguéla	Caylloma	Corporate	GEO AISC	Yaramoko	GEO AISC
Cash cost applicable per gold equivalent ounce sold	26,813	25,574	12,595	-	64,982	5,000	69,982
Royalties and taxes	92	11,152	295	-	11,539	1,105	12,644
Worker's participation	-	-	760	-	760	-	760
General and administration	2,577	3,038	1,672	13,175	20,462	238	20,700
Total cash costs	29,482	39,764	15,322	13,175	97,743	6,343	104,086
Sustaining capital1	12,147	22,549	2,729	-	37,425	314	37,739
Blue chips gains (investing activities)1	-	-	-	-	-	-	-
All-in sustaining costs	41,629	62,313	18,051	13,175	135,168	6,657	141,825
Gold equivalent ounces sold	23,350	38,144	8,484	-	69,978	4,721	74,699
All-in sustaining costs per ounce	1,783	1,634	2,128	-	1,932	1,410	1,899
Gold equivalent was calculated using the realized prices for gold of $3,306/oz Au, $33.8/oz Ag, $1,945/t Pb and $2,640/t Zn for Q2 2025
Figures may not add due to rounding
1 Presented on a cash basis

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	Continuing Operations					Discontinued Ops		Total
AISC Per Gold Equivalent Ounce Sold - Q2 2024	Lindero	Séguéla	Caylloma	Corporate	GEO AISC	Yaramoko	San Jose	GEO AISC
Cash cost applicable per gold equivalent ounce sold	23,382	18,671	14,589	-	56,642	28,194	25,276	110,112
Royalties and taxes	116	5,629	229	-	5,974	1,777	867	8,618
Worker's participation	-	-	472	-	472	6,009	-	6,481
General and administration	3,281	2,603	1,406	12,338	19,628	182	1,590	21,400
Total cash costs	26,779	26,903	16,696	12,338	82,716	36,162	27,733	146,611
Sustaining capital1	16,738	9,406	4,101	-	30,245	7,525	216	37,986
Blue chips gains (investing activities)1	(2,501)	-	-	-	(2,501)	-	-	(2,501)
All-in sustaining costs	41,016	36,309	20,797	12,338	110,460	43,687	27,949	182,096
Gold equivalent ounces sold	21,409	33,102	12,799	-	67,310	31,455	12,670	111,435
All-in sustaining costs per ounce	1,916	1,097	1,625	-	1,641	1,389	2,206	1,634
Gold equivalent was calculated using the realized prices for gold of $2,333/oz Au, $28.5/oz Ag, $2,157/t Pb and $2,835/t Zn for Q2 2024
Figures may not add due to rounding
1 Presented on a cash basis


	Continuing Operations					Discontinued Ops	Total
AISC Per Gold Equivalent Ounce Sold - Year to Date 2025	Lindero	Séguéla	Caylloma	Corporate	GEO AISC	Yaramoko	GEO AISC
Cash cost applicable per gold equivalent ounce sold	48,116	50,555	24,840	-	123,511	39,960	163,471
Royalties and taxes	187	21,285	535	-	22,007	8,830	30,837
Worker's participation	-	-	1,499	-	1,499	-	1,499
General and administration	5,057	5,262	4,127	28,548	42,994	1,602	44,596
Total cash costs	53,360	77,102	31,001	28,548	190,011	50,392	240,403
Sustaining capital1	25,091	34,801	4,974	-	64,866	2,813	67,679
Blue chips gains (investing activities)1	(1,319)	-	-	-	(1,319)	-	(1,319)
All-in sustaining costs	77,132	111,903	35,975	28,548	253,558	53,205	306,763
Gold equivalent ounces sold	41,931	76,583	18,833	-	137,347	37,734	175,081
All-in sustaining costs per ounce	1,839	1,461	1,910	-	1,846	1,410	1,752
Gold equivalent was calculated using the realized prices for gold of $3,103/oz Au, $32.8/oz Ag, $1,958/t Pb and $2,747/t Zn for YTD 2025
Figures may not add due to rounding
1 Presented on a cash basis

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	Continuing Operations					Discontinued Ops		Total
AISC Per Gold Equivalent Ounce Sold - Year to Date 2024	Lindero	Séguéla	Caylloma	Corporate	GEO AISC	Yaramoko	San Jose	GEO AISC
Cash cost applicable per gold equivalent ounce sold	45,174	34,493	28,416	-	108,083	48,637	48,885	205,605
Royalties and taxes	369	11,101	583	-	12,053	1,777	1,571	15,401
Worker's participation	-	-	889	-	889	10,302	-	11,191
General and administration	6,160	3,771	2,625	22,987	35,543	732	3,048	39,323
Total cash costs	51,703	49,365	32,513	22,987	156,568	61,448	53,504	271,520
Sustaining capital1	27,143	19,593	8,742	-	55,478	19,558	477	75,513
Blue chips gains (investing activities)1	(5,149)	-	-	-	(5,149)	-	-	(5,149)
All-in sustaining costs	73,697	68,958	41,255	22,987	206,897	81,006	53,981	341,884
Gold equivalent ounces sold	43,036	67,552	26,122	-	136,710	58,627	24,719	220,056
All-in sustaining costs per ounce	1,712	1,021	1,579	-	1,513	1,382	2,184	1,554
Gold equivalent was calculated using the realized prices for gold of $2,207/oz Au, $25.7/oz Ag, $2,120/t Pb and $2,644/t Zn for YTD 2024
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 March 31, 2025 and for the three and six months ended June 30, 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 - Q2 2025		Caylloma
Cost of sales		17,793
Depletion, depreciation, and amortization		(4,268)
Royalties and taxes		(295)
Other		(663)
Treatment and refining charges		28
Cash cost applicable per silver equivalent sold		12,595
Ounces of silver equivalent sold1		830,824
Cash cost per ounce of silver equivalent sold ($/oz)		15.16
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

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Cash Cost Per Silver Equivalent Ounce Sold - Q2 2024		Caylloma
Cost of sales		16,239
Depletion, depreciation, and amortization		(3,358)
Royalties and taxes		(229)
Other		(350)
Treatment and refining charges		2,287
Cash cost applicable per silver equivalent sold		14,589
Ounces of silver equivalent sold1		1,046,393
Cash cost per ounce of silver equivalent sold ($/oz)		13.94
1 Silver equivalent sold is calculated using a 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


Cash Cost Per Silver Equivalent Ounce Sold - Year to Date 2025		Caylloma
Cost of sales		35,256
Depletion, depreciation, and amortization		(8,637)
Royalties and taxes		(535)
Other		(1,322)
Treatment and refining charges		78
Cash cost applicable per silver equivalent sold		24,840
Ounces of silver equivalent sold1		1,783,961
Cash cost per ounce of silver equivalent sold ($/oz)		13.92
1 Silver equivalent sold is calculated using a silver to gold ratio of 0.0:1, 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 - Year to Date 2024		Caylloma
Cost of sales		33,344
Depletion, depreciation, and amortization		(7,182)
Royalties and taxes		(583)
Other		(681)
Treatment and refining charges		3,518
Cash cost applicable per silver equivalent sold		28,416
Ounces of silver equivalent sold1		2,244,876
Cash cost per ounce of silver equivalent sold ($/oz)		12.66
1 Silver equivalent sold is calculated using a 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

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Reconciliation of all-in sustaining cash cost and all-in cash cost per payable ounce of silver equivalent sold for the three months ended March 31, 2025 and for the three and six months ended June 30, 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


AISC Per Silver Equivalent Ounce Sold - Q2 2025		Caylloma
Cash cost applicable per silver equivalent ounce sold		12,595
Royalties and taxes		295
Worker's participation		760
General and administration		1,672
Total cash costs		15,322
Sustaining capital3		2,729
All-in sustaining costs		18,051
Silver equivalent ounces sold1		830,824
All-in sustaining costs per ounce2		21.73
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


AISC Per Silver Equivalent Ounce Sold - Q2 2024		Caylloma
Cash cost applicable per silver equivalent ounce sold		14,589
Royalties and taxes		229
Worker's participation		472
General and administration		1,406
Total cash costs		16,696
Sustaining capital3		4,101
All-in sustaining costs		20,797
Silver equivalent ounces sold1		1,046,393
All-in sustaining costs per ounce2		19.87
1 Silver equivalent sold is calculated using a 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

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AISC Per Silver Equivalent Ounce Sold - Year to Date 2025		Caylloma
Cash cost applicable per silver equivalent ounce sold		24,840
Royalties and taxes		535
Worker's participation		1,499
General and administration		4,127
Total cash costs		31,001
Sustaining capital3		4,974
All-in sustaining costs		35,975
Silver equivalent ounces sold1		1,783,961
All-in sustaining costs per ounce2		20.17
1 Silver equivalent sold is calculated using a silver to gold ratio of 0.0:1, 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


AISC Per Silver Equivalent Ounce Sold - Year to Date 2024		Caylloma
Cash cost applicable per silver equivalent ounce sold		28,416
Royalties and taxes		583
Worker's participation		889
General and administration		2,625
Total cash costs		32,513
Sustaining capital3		8,742
All-in sustaining costs		41,255
Silver equivalent ounces sold1		2,244,876
All-in sustaining costs per ounce2		18.38
1 Silver equivalent sold is calculated using a 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 ongoing activities is available in the unaudited condensed interim financial statements for the three and six months ended June 30, 2025 and 2024 and accompanying Q2 2025 MD&A. These documents can be accessed on Fortuna’s website at www.fortunamining.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgarwww.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, August 7, 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, David Whittle, Chief Operating Officer – West Africa and Cesar Velasco, Chief Operating Officer – Latin America.

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/1696/52740 or over the phone by dialing in just prior to the starting time.

Conference call details:

Date: Thursday, August 7, 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: 238089

Replay number (Toll Free): +1.877.481.4010

Replay number (International): +1.919.882.2331

Replay passcode: 52740

Playback of the earnings call will be available until Thursday, August 21, 2025. Playback of the webcast will be available until Friday, August 7, 2026. In addition, a transcript of the call will be archived on the Company’s website at fortunamining.com.

About Fortuna Mining Corp.

Fortuna Mining Corp. is a Canadian precious metals mining company with three operating mines and a portfolio of exploration projects in Argentina, Côte d’Ivoire, Mexico, and Peru, as well as the Diamba Sud Gold Project in Senegal. Sustainability is at the core of our operations and stakeholder relationships. We produce gold and silver while creating long-term shared value through efficient production, environmental stewardship, and social responsibility. For more information, please visit our website at www.fortunamining.com

ON BEHALF OF THE BOARD

Jorge A. Ganoza

President, CEO, and Director

Fortuna Mining Corp.

Investor Relations:

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Forward-looking Statements

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, including the proposed timing of a construction decision and the completion of a preliminary economic assessment in respect of the Diamba Sud project; the Company’s expectations regarding meeting annual production guidance and annual AISC guidance; statements that Lindero Mine’s AISC is expected to continue trending downward into H2; the Company’s expectation of submitting an EIA for approval in respect of Diamba Sud later in the year; 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.

Carlos Baca | info@fmcmail.com | fortunamining.com | X | LinkedIn | YouTube 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. 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

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ore grade, mining rates, recovery timing, and recovery rate estimates and may be impacted by unscheduled maintenance, labor 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; 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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