6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 6-K

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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

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For the month of November 2024

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Commission File Number 001-35297

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Fortuna Mining Corp.

(Translation of registrant’s name into English)

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200 Burrard Street, Suite 650, Vancouver, British Columbia, Canada V6C 3L6

(Address of principal executive office)

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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

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

S-T Rule 101(b)(1):  ¨

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

S-T Rule 101(b)(7):  ¨

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SIGNATURES

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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.

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​<br><br>​<br><br>​<br><br>Date:  November 6, 2024	Fortuna Mining Corp.<br><br>(Registrant)<br><br>​<br><br>By:  /s/  "Jorge Ganoza Durant"<br><br>Jorge Ganoza Durant<br><br>President and CEO

Exhibits:

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​	​	​
99.1	****	Interim Financial Statements for the period ended September 30, 2024
99.2	​	Management’s Discussion and Analysis for the period ended September 30, 2024
99.3	​	CEO Certification
99.4	​	CFO Certification
99.5	​	News release dated November 6, 2024

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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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For the three and nine months ended

September 30, 2024 and 2023

(UNAUDITED)

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Fortuna Mining Corp.

Condensed Interim Consolidated Statements of Income

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

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​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,					​	​	Nine months ended September 30,
​	Note		2024			2023			2024			2023
Sales	18	​	$	274,921	​	$	243,055	​	$	759,841	​	$	577,114
Cost of sales	19	​	​	187,990	​	​	177,177	​	​	523,069	​	​	438,941
Mine operating income	​	​	​	86,931	​	​	65,878	​	​	236,772	​	​	138,173
​	​	​	​	​	​	​	​	​	​	​	​	​	​
General and administration	20	​	​	16,042	​	​	14,631	​	​	56,687	​	​	44,164
Foreign exchange (gain) loss	​	​	​	(3,406)	​	​	4,923	​	​	2,081	​	​	8,455
Write-off of mineral properties	​	​	​	-	​	​	722	​	​	-	​	​	722
Other expenses	​	​	​	1,645	​	​	221	​	​	2,804	​	​	7,865
​	​	​	​	14,281	​	​	20,497	​	​	61,572	​	​	61,206
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Operating income	​	​	​	72,650	​	​	45,381	​	​	175,200	​	​	76,967
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Investment gains	​	​	​	3,162	​	​	-	​	​	8,311	​	​	-
Interest and finance costs, net	21	​	​	(6,278)	​	​	(8,157)	​	​	(19,380)	​	​	(14,255)
Gain (loss) on derivatives	​	​	​	-	​	​	234	​	​	-	​	​	(948)
​	​	​	​	(3,116)	​	​	(7,923)	​	​	(11,069)	​	​	(15,203)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Income before income taxes	​	​	​	69,534	​	​	37,458	​	​	164,131	​	​	61,764
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Income taxes	​	​	​	​	​	​	​	​	​	​	​	​	​
Current income tax expense	​	​	​	21,861	​	​	5,134	​	​	61,863	​	​	15,579
Deferred income tax (recovery) expense	​	​	​	(6,745)	​	​	1,441	​	​	(24,557)	​	​	(24)
​	​	​	​	15,116	​	​	6,575	​	​	37,306	​	​	15,555
Net income for the period	​	​	$	54,418	​	$	30,883	​	$	126,825	​	$	46,209
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income attributable to:	​	​	​	​	​	​	​	​	​	​	​	​	​
Fortuna shareholders	​	​	$	50,511	​	$	27,466	​	$	117,391	​	$	41,480
Non-controlling interest	25	​	​	3,907	​	​	3,417	​	​	9,434	​	​	4,729
​	​	​	$	54,418	​	$	30,883	​	$	126,825	​	$	46,209
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Earnings per share	17	​	​	​	​	​	​	​	​	​	​	​	​
Basic	​	​	$	0.16	​	$	0.09	​	$	0.38	​	$	0.14
Diluted	​	​	$	0.16	​	$	0.09	​	$	0.38	​	$	0.14
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average number of common shares outstanding (000's)					​	​	​	​	​	​	​	​	​
Basic	​	​	​	312,627	​	​	292,601	​	​	308,383	​	​	291,210
Diluted	​	​	​	314,682	​	​	294,877	​	​	310,180	​	​	293,250

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

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​ 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)

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​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,					​	Nine months ended September 30,
​	Note		2024			2023			2024			2023
Net income for the period	​	​	$	54,418	​	$	30,883	​	$	126,825	​	$	46,209
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Items that will remain permanently in other comprehensive (loss) income:	​	​	​	​	​	​	​	​	​	​	​	​	​
Changes in fair value of investments in equity securities, net of $nil tax	​	​	​	(4)	​	​	19	​	​	14	​	​	(2)
Items that may in the future be reclassified to profit or loss:	​	​	​	​	​	​	​	​	​	​	​	​	​
Currency translation adjustment, net of tax^1^	​	​	​	(1,115)	​	​	(390)	​	​	(2,307)	​	​	592
Total other comprehensive (loss) income for the period	​	​	​	(1,119)	​	​	(371)	​	​	(2,293)	​	​	590
Comprehensive income for the period	​	​	$	53,299	​	$	30,512	​	$	124,532	​	$	46,799
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Comprehensive income attributable to:	​	​	​	​	​	​	​	​	​	​	​	​	​
Fortuna shareholders	​	​	​	49,392	​	​	27,095	​	​	115,098	​	​	42,070
Non-controlling interest	25	​	​	3,907	​	​	3,417	​	​	9,434	​	​	4,729
​	​	​	$	53,299	​	$	30,512	​	$	124,532	​	$	46,799

^1^ For the three and nine months ended September 30, 2024, the currency translation adjustment is net of tax expense of $246 thousand and recovery of $38 thousand, respectively (2023 - expenses of $281 thousand and $6 thousand, respectively).

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

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​ 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)

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​	​	​	​	​	​	​	​
Balance at	Note	****	September 30, 2024		****	December 31, 2023
ASSETS	​	​	​	​	​	​	​
CURRENT ASSETS	​	​	​	​	​	​	​
Cash and cash equivalents	​	​	$	180,551	​	$	128,148
Trade and other receivables	4	​	​	100,813	​	​	69,529
Inventories	5	​	​	125,182	​	​	115,825
Other current assets	6	​	​	23,914	​	​	19,823
​	​	​	​	430,460	​	​	333,325
NON-CURRENT ASSETS	​	​	​	​	​	​	​
Mineral properties and property, plant and equipment	7	​	​	1,559,775	​	​	1,574,212
Other non-current assets	8	​	​	93,373	​	​	60,326
Total assets	​	​	$	2,083,608	​	$	1,967,863
​	​	​	​	​	​	​	​
LIABILITIES	​	​	​	​	​	​	​
CURRENT LIABILITIES	​	​	​	​	​	​	​
Trade and other payables	9	​	$	143,232	​	$	148,084
Current portion of debt	12	​	​	-	​	​	43,901
Income taxes payable	​	​	​	52,267	​	​	31,779
Current portion of lease obligations	11	​	​	18,051	​	​	14,941
Current portion of closure and reclamation provisions	14	​	​	8,487	​	​	5,065
​	​	​	​	222,037	​	​	243,770
NON-CURRENT LIABILITIES	​	​	​	​	​	​	​
Debt	12	​	​	124,058	​	​	162,946
Deferred tax liabilities	​	​	​	146,987	​	​	159,855
Closure and reclamation provisions	14	​	​	59,616	​	​	60,738
Lease obligations	11	​	​	46,771	​	​	42,460
Other non-current liabilities	13	​	​	5,238	​	​	9,973
Total liabilities	​	​	​	604,707	​	​	679,742
​	​	​	​	​	​	​	​
SHAREHOLDERS' EQUITY	​	​	​	​	​	​	​
Share capital	16	​	​	1,160,302	​	​	1,125,376
Reserves	​	​	​	55,088	​	​	25,342
Retained earnings	​	​	​	205,040	​	​	87,649
Equity attributable to Fortuna shareholders	​	​	​	1,420,430	​	​	1,238,367
Equity attributable to non-controlling interest	25	​	​	58,471	​	​	49,754
Total equity	​	​	​	1,478,901	​	​	1,288,121
​	​	​	​	​	​	​	​
Total liabilities and shareholders' equity	​	​	$	2,083,608	​	$	1,967,863

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Contingencies and Capital Commitments (Note 26)

Subsequent Events (Notes 26d and 27)

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/s/ Jorge Ganoza Durant		/s/ Kylie Dickson
Jorge Ganoza Durant	​	Kylie Dickson
Director	​	Director

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

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​ 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)

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​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,					​	Nine months ended September 30,
​	Note		2024			2023		​	2024		​	2023
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Operating activities:	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income for the period	​	​	$	54,418	​	​	30,883	​	$	126,825	​	$	46,209
Items not involving cash	​	​	​	​	​	​	​	​	​	​	​	​	​
Depletion and depreciation	​	​	​	59,873	​	​	63,935	​	​	167,378	​	​	148,087
Accretion expense	21	​	​	2,175	​	​	2,041	​	​	6,558	​	​	5,175
Income taxes	​	​	​	15,116	​	​	6,575	​	​	37,306	​	​	15,555
Interest expense, net	21	​	​	4,103	​	​	6,120	​	​	12,822	​	​	9,057
Share-based payments, net of cash settlements	​	​	​	1,773	​	​	312	​	​	6,645	​	​	(585)
Inventory net realizable value adjustments	5	​	​	-	​	​	(18)	​	​	2,852	​	​	929
Write-off of mineral properties	7	​	​	-	​	​	722	​	​	-	​	​	722
Unrealized foreign exchange (gain) loss	​	​	​	(2,741)	​	​	1,882	​	​	(7,731)	​	​	1,265
Investment gains	24	​	​	(3,162)	​	​	-	​	​	(8,311)	​	​	-
Other	​	​	​	1,597	​	​	469	​	​	929	​	​	508
Closure, reclamation and related severance payments	14	​	​	(2,208)	​	​	(159)	​	​	(2,360)	​	​	(604)
Changes in working capital	24	​	​	(26,441)	​	​	249	​	​	(81,174)	​	​	(10,624)
Cash provided by operating activities	​	​	​	104,503	​	​	113,011	​	​	261,739	​	​	215,694
Income taxes paid	​	​	​	(12,092)	​	​	(3,184)	​	​	(38,533)	​	​	(19,601)
Interest paid	​	​	​	(894)	​	​	(4,330)	​	​	(10,835)	​	​	(6,630)
Interest received	​	​	​	1,365	​	​	967	​	​	2,988	​	​	2,368
Net cash provided by operating activities	​	​	​	92,882	​	​	106,464	​	​	215,359	​	​	191,831
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Investing activities:	​	​	​	​	​	​	​	​	​	​	​	​	​
Costs related to Chesser acquisition, net of cash acquired	​	​	​	-	​	​	1,525	​	​	-	​	​	(3,061)
Additions to mineral properties and property, plant and equipment	​	​	​	(50,128)	​	​	(37,049)	​	​	(141,861)	​	​	(165,462)
Contractor advances on Séguéla construction	​	​	​	-	​	​	919	​	​	-	​	​	(8)
Purchases of investments	24	​	​	(9,160)	​	​	-	​	​	(25,573)	​	​	-
Proceeds from sale of investments	24	​	​	12,322	​	​	-	​	​	33,883	​	​	-
Deposits on long-term assets	​	​	​	(1,262)	​	​	-	​	​	(2,148)	​	​	-
Other investing activities	​	​	​	657	​	​	928	​	​	1,550	​	​	2,647
Cash used in investing activities	​	​	​	(47,571)	​	​	(33,677)	​	​	(134,149)	​	​	(165,884)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Financing activities:	​	​	​	​	​	​	​	​	​	​	​	​	​
Restricted cash - convertible debentures	12	​	​	46,129	​	​	-	​	​	-	​	​	-
Repayment of convertible debentures	12	​	​	(9,649)	​	​	-	​	​	(9,649)	​	​	-
Proceeds from credit facility	12	​	​	-	​	​	-	​	​	68,000	​	​	65,500
Repayment of credit facility	12	​	​	-	​	​	(40,000)	​	​	(233,000)	​	​	(40,000)
Convertible notes issued	12	​	​	-	​	​	-	​	​	172,500	​	​	-
Cost of financing - convertible notes	12	​	​	(1,271)	​	​	-	​	​	(6,478)	​	​	-
Repurchase of common shares	16	​	​	-	​	​	-	​	​	(3,535)	​	​	-
Payments of lease obligations	24	​	​	(4,246)	​	​	(5,818)	​	​	(14,799)	​	​	(11,648)
Dividend payment to non-controlling interest	​	​	​	(717)	​	​	(1,305)	​	​	(717)	​	​	(1,305)
Cash provided by (used in) financing activities	​	​	​	30,246	​	​	(47,123)	​	​	(27,678)	​	​	12,547
Effect of exchange rate changes on cash and cash equivalents	​	​	​	(603)	​	​	(1,307)	​	​	(1,129)	​	​	(1,206)
Increase in cash and cash equivalents during the period	​	​	​	74,954	​	​	24,357	​	​	52,403	​	​	37,288
Cash and cash equivalents, beginning of the period	​	​	​	105,597	​	​	93,424	​	​	128,148	​	​	80,493
Cash and cash equivalents, end of the period	​	​	$	180,551	​	$	117,781	​	$	180,551	​	$	117,781
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Cash and cash equivalents consist of:	​	​	​	​	​	​	​	​	​	​	​	​	​
Cash	​	​	$	149,849	​	$	103,032	​	$	149,849	​	$	103,032
Cash equivalents	​	​	​	30,702	​	​	14,749	​	​	30,702	​	​	14,749
Cash and cash equivalents, end of the period	​	​	$	180,551	​	$	117,781	​	$	180,551	​	$	117,781
Supplemental cash flow information (Note 24)	​	​	​	​	​	​	​	​	​	​	​	​	​

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

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​ 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)

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	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 interest		****	Total equity
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 for the period	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income for the period	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	117,391	​	​	9,434	​	​	126,825
Other comprehensive loss for the period	​	​	-	​	​	-	​	​	-	​	​	-	​	​	14	​	​	-	​	​	(2,307)	​	​	-	​	​	-	​	​	(2,293)
Total comprehensive income for the period	​	​	-	​	​	-	​	​	-	​	​	-	​	​	14	​	​	-	​	​	(2,307)	​	​	117,391	​	​	9,434	​	​	124,532
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Transactions with owners of the Company	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Conversion and repayment of debentures	12	​	7,184,000	​	​	35,383	​	​	-	​	​	-	​	​	-	​	​	(91)	​	​	-	​	​	-	​	​	-	​	​	35,292
Dividend declared and paid to non-controlling interest	25	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	(717)	​	​	(717)
Repurchase of common shares	16	​	(1,030,375)	​	​	(3,535)	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	(3,535)
Shares issued on vesting of share units	​	​	589,574	​	​	3,078	​	​	(3,078)	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-
Share-based payments	15	​	-	​	​	-	​	​	2,888	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	2,888
Equity portion of convertible notes, net of tax	12	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	32,320	​	​	-	​	​	-	​	​	-	​	​	32,320
​	​	​	6,743,199	​	​	34,926	​	​	(190)	​	​	-	​	​	-	​	​	32,229	​	​	-	​	​	-	​	​	(717)	​	​	66,248
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at September 30, 2024	​	​	313,330,829	​	$	1,160,302	​	$	25,954	​	$	198	​	$	(984)	​	$	37,054	​	$	(7,134)	​	$	205,040	​	$	58,471	​	$	1,478,901
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at January 1, 2023	​	​	290,221,971	​	$	1,076,342	​	$	28,850	​	$	198	​	$	(976)	​	$	4,825	​	$	(2,968)	​	$	138,485	​	$	43,940	​	$	1,288,696
Total comprehensive income for the period	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income for the period	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	41,480	​	​	4,729	​	​	46,209
Other comprehensive income for the period	​	​	-	​	​	-	​	​	-	​	​	-	​	​	(2)	​	​	-	​	​	592	​	​	-	​	​	-	​	​	590
Total comprehensive income for the period	​	​	-	​	​	-	​	​	-	​	​	-	​	​	(2)	​	​	-	​	​	592	​	​	41,480	​	​	4,729	​	​	46,799
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Transactions with owners of the Company	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Acquisition of Chesser	​	​	15,545,368	​	​	45,548	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	45,548
Dividend payment to non-controlling interest	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	(1,305)	​	​	(1,305)
Shares issued on vesting of share units	​	​	647,941	​	​	2,692	​	​	(2,692)	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-
Convertible debenture conversion	​	​	45,000	​	​	225	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	225
Share-based payments	15	​	-	​	​	-	​	​	997	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	997
​	​	​	16,238,309	​	​	48,465	​	​	(1,695)	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	(1,305)	​	​	45,465
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at September 30, 2023	​	​	306,460,280	​	$	1,124,807	​	$	27,155	​	$	198	​	$	(978)	​	$	4,825	​	$	(2,376)	​	$	179,965	​	$	47,364	​	$	1,380,960

​

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 nine months ended September 30, 2024 and 2023

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

​

1.   NATURE OF OPERATIONS

​

Fortuna Mining Corp. (the “Company”), formerly Fortuna Silver Mines Inc., is a publicly traded company incorporated and domiciled in British Columbia, Canada. The Company’s name was changed on June 20, 2024.

​

The Company is engaged in precious and base metal mining and related activities in Argentina, Burkina Faso, Côte d’Ivoire, Mexico, and Peru. The Company operates the open pit Lindero gold mine (“Lindero”) in northern Argentina, the underground Yaramoko gold mine (“Yaramoko”) in southwestern Burkina Faso, the open pit Séguéla gold mine (“Séguéla”) in southwestern Côte d’Ivoire, the underground San Jose silver and gold mine (“San Jose”) in southern Mexico, and the underground Caylloma silver, lead, and zinc mine (“Caylloma”) in southern Peru.

​

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 office is located at Suite 650 - 200 Burrard Street, Vancouver, British Columbia, V6C 3L6, Canada.

​

​

2.   BASIS OF PRESENTATION

​

Statement of Compliance

​

These unaudited condensed interim consolidated financial statements (“interim financial statements”) were prepared 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, 2023, 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 November 6, 2024, 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 23) 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, 2024. These include amendments to IAS 1 (Classification of Liabilities as Current or Non-current, and Non-current Liabilities with Covenants), IFRS 16 (Lease Liability in a Sale and Leaseback), IAS 7 and IFRS 7 (Supplier Finance Arrangements), and IAS 28 and IFRS 10 (Sale or Contribution of Assets between an Investor and its Associate or Joint Venture). 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 nine months ended September 30, 2024 and 2023

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

​

IFRS 18 (Presentation and Disclosure in Financial Statements) was issued by the IASB in April 2024, with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2027. We are currently assessing the impact of IFRS 18 on our consolidated financial statements.

​

​

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 nine months ended September 30, 2024, 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, 2023.

​

4 .   TRADE AND OTHER RECEIVABLES

​

​	​	​	​	​	​	​
As at		September 30, 2024			December 31, 2023
Trade receivables from doré and concentrate sales	​	$	33,530	​	$	19,970
Advances and other receivables	​	​	5,483	​	​	5,189
Value added tax receivables	​	​	61,800	​	​	44,370
Trade and other receivables	​	$	100,813	​	$	69,529

​

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 September 30, 2024.

​

As at September 30, 2024, current Value Added Tax (“VAT”) receivables include $15.9 million (December 31, 2023 - $7.5 million) for Argentina, $5.2 million (December 31, 2023 - $7.4 million) for Mexico, $18.6 million (December 31, 2023 - $5.1 million) for Côte d’Ivoire, and $20.6 million (December 31, 2023 - $22.7 million) for Burkina Faso. An additional $27.0 million of VAT receivable is classified as non-current (refer to Note 8).

​

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

​ Page | 7

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

5 .   INVENTORIES

​

​	​	​	​	​	​	​	​
As at	Note		September 30, 2024			December 31, 2023
Concentrate stockpiles	​	​	$	1,932	​	$	1,328
Doré bars	​	​	​	2,382	​	​	273
Leach pad and gold-in-circuit	​	​	​	26,328	​	​	27,527
Ore stockpiles	​	​	​	88,635	​	​	73,015
Materials and supplies	​	​	​	62,577	​	​	53,235
Total inventories	​	​	$	181,854	​	$	155,378
Less: non-current portion	8	​	​	(56,672)	​	​	(39,553)
Current inventories	​	​	$	125,182	​	$	115,825

​

During the three and nine months ended September 30, 2024, the Company expensed $168.7 million and $468.2 million of inventories to cost of sales (September 30, 2023 - $158.3 million and $393.9 million, respectively).

​

During the three and nine months ended September 30, 2024, a charge of $nil and $2.9 million, respectively (September 30, 2023 - $0.2 million reversal and $0.8 million charge, respectively), was recognized to reduce low-grade stockpiles at Yaramoko to net realizable value. This amount includes a charge of $nil and $1.1 million, respectively (September 30, 2023 - $0.1 million reversal and $0.5 million charge, respectively), related to depletion and depreciation.

​

6.   OTHER CURRENT ASSETS

​

​	​	​	​	​	​	​	​
As at	​		September 30, 2024			December 31, 2023
Prepaid expenses	​	​	$	19,267	​	$	14,604
Income tax recoverable	​	​	​	4,424	​	​	5,113
Other	​	​	​	223	​	​	106
Other current assets	​	​	$	23,914	​	$	19,823

​

​

As at September 30, 2024, prepaid expenses include $11.4 million (December 31, 2023 - $8.8 million) related to deposits and advances to contractors.

​

​

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, 2023	​	​	$	1,511,621	​	$	272,956	​	$	44,218	​	$	941,528	​	$	2,770,323
Additions	​	​	​	62,837	​	​	26,673	​	​	51,086	​	​	18,881	​	​	159,477
Changes in closure and reclamation provision	​	​	​	2,081	​	​	-	​	​	-	​	​	8	​	​	2,089
Disposals and write-offs	​	​	​	-	​	​	-	​	​	-	​	​	(4,172)	​	​	(4,172)
Transfers	​	​	​	427	​	​	-	​	​	(14,030)	​	​	13,603	​	​	-
Balance as at September 30, 2024	​	​	$	1,576,966	​	$	299,629	​	$	81,274	​	$	969,848	​	$	2,927,717
ACCUMULATED DEPLETION AND IMPAIRMENT	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as at December 31, 2023	​	​	$	723,255	​	$	-	​	$	49	​	$	472,807	​	$	1,196,111
Disposals and write-offs	​	​	​	-	​	​	-	​	​	-	​	​	(3,737)	​	​	(3,737)
Depletion and depreciation	​	​	​	123,553	​	​	-	​	​	-	​	​	52,015	​	​	175,568
Balance as at September 30, 2024	​	​	$	846,808	​	$	-	​	$	49	​	$	521,085	​	$	1,367,942
Net Book Value as at September 30, 2024	​	​	$	730,158	​	$	299,629	​	$	81,225	​	$	448,763	​	$	1,559,775

​

As at September 30, 2024, non-depletable mineral properties include $104.0 million of exploration and evaluation assets (December 31, 2023 - $88.5 million).

​ Page | 8

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

Additions to depletable mineral properties include one-half of the 1.2% net smelter return royalty at the Séguéla mine, acquired for $6.5 million (10 million Australian dollars), as per a royalty agreement with Franco-Nevada Corporation.

​

As at September 30, 2024, property, plant and equipment include right-of-use assets with a net book value of $63.0 million (December 31, 2023 - $56.1 million). Related depletion and depreciation for the three and nine months ended September 30, 2024, was $3.7 million and $10.9 million, respectively (September 30, 2023 - $5.6 million and $10.4 million, respectively).

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Mineral<br> Properties - <br>Depletable	​	​	Mineral<br> Properties - <br>Non-depletable	​	​	Construction in Progress	​	​	Property, Plant & Equipment	​	​	Total
COST	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as at December 31, 2022	​	​	$	866,999	​	$	712,269	​	$	154,647	​	$	704,781	​	$	2,438,696
Acquisition of Roxgold	​	​	​	-	​	​	58,862	​	​	-	​	​	282	​	​	59,144
Additions	​	​	​	100,366	​	​	39,835	​	​	111,690	​	​	23,930	​	​	275,821
Changes in closure and reclamation provision	​	​	​	9,407	​	​	-	​	​	-	​	​	152	​	​	9,559
Disposals and write-offs	​	​	​	(142)	​	​	(5,883)	​	​	-	​	​	(6,872)	​	​	(12,897)
Transfers	​	​	​	534,991	​	​	(532,127)	​	​	(222,119)	​	​	219,255	​	​	-
Balance as at December 31, 2023	​	​	$	1,511,621	​	$	272,956	​	$	44,218	​	$	941,528	​	$	2,770,323
ACCUMULATED DEPLETION AND IMPAIRMENT	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as at December 31, 2022	​	​	$	506,268	​	$	-	​	$	-	​	$	364,807	​	$	871,075
Disposals and write-offs	​	​	​	(40)	​	​	-	​	​	-	​	​	(6,610)	​	​	(6,650)
Impairment	​	​	​	60,602	​	​	-	​	​	49	​	​	29,964	​	​	90,615
Depletion and depreciation	​	​	​	156,425	​	​	-	​	​	-	​	​	84,646	​	​	241,071
Balance as at December 31, 2023	​	​	$	723,255	​	$	-	​	$	49	​	$	472,807	​	$	1,196,111
Net Book Value as at December 31, 2023	​	​	$	788,366	​	$	272,956	​	$	44,169	​	$	468,721	​	$	1,574,212

​

​

​

8.   OTHER NON-CURRENT ASSETS

​

​	​	​	​	​	​	​	​
As at	Note		September 30, 2024			December 31, 2023
Ore stockpiles	5	​	$	56,672	​	$	39,553
Value added tax receivables	​	​	​	27,010	​	​	13,172
Income tax recoverable	​	​	​	1,170	​	​	1,170
Unamortized transaction costs	​	​	​	1,080	​	​	-
Other	​	​	​	7,441	​	​	6,431
Total other non-current assets	​	​	$	93,373	​	$	60,326

​

​

As at September 30, 2024, ore stockpiles include $51.9 million (December 31, 2023 - $39.6 million) at the Lindero mine and $4.8 million (December 31, 2023 - $nil) at the Séguéla mine.

​

As at September 30, 2024, non-current VAT receivables include $24.3 million (December 31, 2023 - $9.4 million) for Burkina Faso and $2.7 million (December 31, 2023 - $3.8 million) for Mexico.

​

As at September 30, 2024, the Company had settled all outstanding amounts on its Amended Credit Facility. The Amended Credit Facility remains available for use until its expiration in November 2025 (refer to Note 27). The unamortized transaction costs related to the Amended Credit Facility are being amortized over its term.

​

​

​ Page | 9

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

9.   TRADE AND OTHER PAYABLES

​

​	​	​	​	​	​	​	​
As at	Note		September 30, 2024			December 31, 2023
Trade accounts payable	​	​	$	92,754	​	$	100,387
Payroll and related payables	​	​	​	24,824	​	​	21,896
Mining royalty payable	​	​	​	3,409	​	​	3,997
Other payables	​	​	​	12,328	​	​	15,112
Derivative liabilities	​	​	​	-	​	​	81
Share units payable	15(a)(b)(c)	​	​	9,917	​	​	6,611
Total trade and other payables	​	​	$	143,232	​	$	148,084

​

As at September 30, 2024, other payables include $4.7 million (December 31, 2023 - $nil) of severance provisions for the anticipated closure of the San Jose mine. The non-current portion of the severance provision is included in other non-current liabilities (refer to Note 13).

​

​

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 nine months ended September 30, 2024 and 2023:

​

Key Management Personnel

​

Amounts paid to key management personnel were as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	​	Nine months ended September 30,
​	​	2024		​	2023		​	2024			2023
Salaries and benefits	​	$	1,598	​	$	2,072	​	$	6,567	​	$	6,886
Directors fees	​	​	209	​	​	208	​	​	638	​	​	622
Consulting fees	​	​	17	​	​	17	​	​	50	​	​	50
Share-based payments	​	​	771	​	​	367	​	​	6,051	​	​	2,192
​	​	$	2,595	​	$	2,664	​	$	13,306	​	$	9,750

​

​

During the three and nine months ended September 30, 2024 and 2023, the Company was charged for consulting services by Mario Szotlender, a director of the Company.

​

​

11.   LEASE OBLIGATIONS

​

​	​	​	​	​	​	​
​	​	Minimum lease payments
As at		September 30, 2024			December 31, 2023
Less than one year	​	$	22,915	​	$	20,339
Between one and five years	​	​	49,134	​	​	44,677
More than five years	​	​	7,068	​	​	6,457
​	​	​	79,117	​	​	71,473
Less: future finance charges	​	​	(14,295)	​	​	(14,072)
Present value of lease obligations	​	​	64,822	​	​	57,401
Less: current portion	​	​	(18,051)	​	​	(14,941)
Non-current portion	​	$	46,771	​	$	42,460

​

​

​ Page | 10

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

12.   DEBT

​

The following table summarizes the changes in debt:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Credit <br>Facility	​	​	2019 Convertible Debentures	​	​	2024 Convertible Notes	​	Total
Balance as at December 31, 2022	​	​	$	177,020	​	$	42,155	​	$	-	$	219,175
Convertible debenture conversion	​	​	​	-	​	​	(225)	​	​	-	​	(225)
Drawdown	​	​	​	75,500	​	​	-	​	​	-	​	75,500
Amortization of discount	​	​	​	926	​	​	1,971	​	​	-	​	2,897
Payments	​	​	​	(90,500)	​	​	-	​	​	-	​	(90,500)
Balance as at December 31, 2023	​	​	​	162,946	​	​	43,901	​	​	-	​	206,847
Proceeds from debentures	​	​	​	-	​	​	-	​	​	172,500	​	172,500
Drawdown	​	​	​	68,000	​	​	-	​	​	-	​	68,000
Transaction costs	​	​	​	-	​	​	-	​	​	(6,487)	​	(6,487)
Portion allocated to equity	​	​	​	-	​	​	-	​	​	(46,004)	​	(46,004)
Convertible debt conversions	​	​	​	-	​	​	(35,383)	​	​	-	​	(35,383)
Transaction costs allocated to equity	​	​	​	-	​	​	-	​	​	1,730	​	1,730
Amortization of discount and transaction costs	​	​	​	974	​	​	1,131	​	​	2,319	​	4,424
Extinguishment of debt	​	​	​	-	​	​	146	​	​	-	​	146
Payments	​	​	​	(233,000)	​	​	(9,795)	​	​	-	​	(242,795)
Transaction costs transferred to non-current assets	​	​	​	1,080	​	​	-	​	​	-	​	1,080
Balance as at September 30, 2024	​	​	$	-	​	$	-	​	$	124,058	$	124,058
Non-current portion	​	​	$	-	​	$	-	​	$	124,058	$	124,058

​

​

As at September 30, 2024, the Company was in compliance with all of the covenants under the Amended Credit Facility, as outlined in the Company’s most recent annual financial statements.

​

(a)	2019 Convertible Debentures

​

On June 7, 2024, the Company issued a notice of redemption for all the issued and outstanding 4.65% senior subordinated unsecured convertible debentures (the “2019 Convertible Debentures”) which were due to mature on October 31, 2024. On June 7, 2024, the Company also irrevocably deposited $46.1 million (the “Redemption Funds”) into trust with Computershare Trust Company of Canada (the “Debenture Trustee”), as the Debenture Trustee under a debenture indenture dated October 2, 2019 (the “2019 Indenture”) related to the 2019 Convertible Debentures. This amount being the principal and interest owing under the 2019 Convertible Debentures up to but excluding the redemption date of the 2019 Convertible Debentures on July 10, 2024 (the “Redemption Date”). Pursuant to the 2019 Indenture, the Company was deemed to have fully paid, satisfied, and discharged all of its obligations under the 2019 Indenture by depositing the Redemption Funds with the Redemption Trustee, thereby permitting the Company to issue convertible senior notes (the “2024 Convertible Notes”) as senior unsecured obligations of the Company.

​

On the Redemption Date, an aggregate principal amount of $9.8 million of the 2019 Convertible Debentures was redeemed in cash. An aggregate principal amount of $35.9 million of the 2019 Convertible Debentures was converted into 7,184,000 common shares in the capital of the Company at a conversion price of $5.00 per common share prior to the Redemption Date. In addition, an aggregate of $0.4 million, representing all accrued and unpaid interest in respect of the 2019 Convertible Debentures up to but excluding the Redemption Date, was paid to the holders of the 2019 Convertible Debentures on the Redemption Date. As a result, $35.9 million of Redemption Funds was returned to the Company by the Debenture Trustee.

​ Page | 11

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

(b)    2024 Convertible Notes

​

On June 10, 2024, the Company issued the 2024 Convertible Notes and received gross proceeds of $172.5 million, before transaction costs of $6.5 million. The 2024 Convertible Notes mature on June 30, 2029, and bear interest at 3.75% per annum, payable semi-annually in arrears on June 30 and December 31 of each year, beginning December 31, 2024.

​

The 2024 Convertible Notes are convertible at the holder’s option into common shares of the Company at any time prior to maturity at a fixed conversion rate of 151.722 common shares per $1,000 principal amount, representing an initial conversion price of approximately $6.591 per share, subject to certain anti-dilution adjustments. In addition, if certain fundamental changes occur, including a change in control or upon notice of redemption by the Company as described below, the holders may elect to convert their 2024 Convertible Notes and may be entitled to an increased conversion rate.

​

A fundamental change includes the following occurrences:

●	A change in control where a person or group becomes the beneficial owner of more than 50% of our voting stock, or gains the power to elect a majority of our board of directors.
●	The consummation of significant transactions such as certain mergers or consolidations pursuant to which our common shares will be converted or exchanged for cash, securities or other property, or sales of substantially all our assets that change the corporate structure or ownership.
---	---
●	Approval by our shareholders of any plan for liquidation or dissolution.
---	---

​

Prior to July 5, 2027, the Company may not redeem the notes except in the event of certain changes in Canadian tax law. At any time on or after July 5, 2027, and until maturity, the Company may redeem all or part of the 2024 Convertible Notes for cash if the price of the Company’s common shares for at least 20 trading days in a period of 30 consecutive trading days, ending on the trading day prior to the date of notice of redemption, exceeds 130% of the conversion price in effect on each such day. The redemption price is equal to 100% of the principal amount of the 2024 Convertible Notes to be redeemed plus accrued and unpaid interest.

​

In the event of a fundamental change, the Company is required to offer to purchase its outstanding 2024 Convertible Notes at a cash purchase price equal to 100% of the principal amount plus accrued and unpaid interest, ensuring protection against major corporate transformations that could affect the value of the investment held by the holders.

​

The 2024 Convertible Notes are compound financial instruments consisting of a financial liability and a conversion option that is classified as equity. Of the gross proceeds of $172.5 million, $126.5 million was allocated to the liability component, representing the fair value of the liability component on initial recognition, calculated as the present value of the contractual principal and interest payments over the term of the 2024 Convertible Notes using a discount rate of 11.0%. The equity component, representing the holders’ conversion option, was allocated the residual amount of $46.0 million. The transaction costs incurred were allocated to the liability and equity components in proportion to the allocation of the gross proceeds, with $4.7 million allocated to the liability and $1.7 million allocated to equity. A deferred tax liability of $12.0 million for the taxable temporary difference arising from the difference between the initial carrying amount of the liability component of the 2024 Convertible Notes and the tax base was recognized with a corresponding charge directly to equity.

​

The recording of the deferred tax liability enabled the recognition of previously unrecorded deferred tax assets of $12.0 million, with the corresponding entry recorded through the income statement.

​ Page | 12

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

The amount allocated to the liability component, net of transaction costs, of $121.7 million will be accreted to the face value of the 2024 Convertible Notes over the term to maturity using the effective interest method with an effective interest rate of 12.1%.

​

There are no financial covenants associated with the 2024 Convertible Notes.

​

13.   OTHER NON-CURRENT LIABILITIES

​

​	​	​	​	​	​	​	​
As at	Note		September 30, 2024			December 31, 2023
Restricted share units	15(b)	​	$	3,187	​	$	2,648
Other	​	​	​	2,051	​	​	7,325
Total other non-current liabilities	​	​	$	5,238	​	$	9,973

​

​

As at September 30, 2024, other non-current liabilities include $1.9 million (December 31, 2023 - $6.4 million) of severance provisions for the anticipated closure of the San Jose mine. The current portion of the severance provision is recorded as other payables (refer to Note 9).

​

14.   CLOSURE AND RECLAMATION PROVISIONS

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Closure and Reclamation Provisions
​	​	****	Caylloma Mine		****	San Jose Mine		​	Lindero Mine		​	****	Yaramoko Mine	​	​	Séguéla Mine	​	​	Total
Balance as at December 31, 2023	​	​	$	15,950	​	$	10,358	​	$	14,485	​	$	14,233	​	$	10,777	​	$	65,803
Changes in estimate	​	​	​	(24)	​	​	(198)	​	​	889	​	​	178	​	​	1,046	​	​	1,891
Reclamation expenditures	​	​	​	(84)	​	​	(627)	​	​	-	​	​	-	​	​	-	​	​	(711)
Accretion	​	​	​	634	​	​	692	​	​	473	​	​	482	​	​	334	​	​	2,615
Effect of changes in foreign exchange rates	​	​	​	-	​	​	(1,495)	​	​	-	​	​	-	​	​	-	​	​	(1,495)
Balance as at September 30, 2024	​	​	​	16,476	​	​	8,730	​	​	15,847	​	​	14,893	​	​	12,157	​	​	68,103
Less: current portion	​	​	​	(7,236)	​	​	(1,251)	​	​	-	​	​	-	​	​	-	​	​	(8,487)
Non-current portion	​	​	$	9,240	​	$	7,479	​	$	15,847	​	$	14,893	​	$	12,157	​	$	59,616
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Closure and Reclamation Provisions
​	​	​	Caylloma<br>Mine			San Jose<br>Mine		​	Lindero<br>Mine		​		Yaramoko Mine	​	​	Séguéla<br>Mine	​	​	Total
Balance as at December 31, 2022	​	​	$	13,956	​	$	7,670	​	$	11,514	​	$	13,375	​	$	6,790	​	$	53,305
Changes in estimate	​	​	​	2,215	​	​	949	​	​	2,442	​	​	261	​	​	3,692	​	​	9,559
Reclamation expenditures	​	​	​	(1,011)	​	​	(192)	​	​	-	​	​	-	​	​	-	​	​	(1,203)
Accretion	​	​	​	790	​	​	777	​	​	529	​	​	597	​	​	295	​	​	2,988
Effect of changes in foreign exchange rates	​	​	​	-	​	​	1,154	​	​	-	​	​	-	​	​	-	​	​	1,154
Balance as at December 31, 2023	​	​	​	15,950	​	​	10,358	​	​	14,485	​	​	14,233	​	​	10,777	​	​	65,803
Less: current portion	​	​	​	(3,804)	​	​	(1,261)	​	​	-	​	​	-	​	​	-	​	​	(5,065)
Non-current portion	​	​	$	12,146	​	$	9,097	​	$	14,485	​	$	14,233	​	$	10,777	​	$	60,738

​ Page | 13

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Closure and Reclamation Provisions
​	​	​	Caylloma<br>Mine		​	San Jose<br>Mine		​	Lindero<br>Mine		​	​	Yaramoko<br>Mine	​	​	Séguéla<br>Mine	​	​	Total
Undiscounted uninflated estimated cash flows	​	​	$	16,611	​	$	10,303	​	$	16,513	​	$	15,164	​	$	13,701	​	$	72,292
Discount rate	​	​	​	5.36%	​	​	9.35%	​	​	4.18%	​	​	3.66%	​	​	3.81%	​	​	​
Inflation rate	​	​	​	3.20%	​	​	4.32%	​	​	2.40%	​	​	2.45%	​	​	2.19%	​	​	​

​

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

​

​

15.   SHARE BASED PAYMENTS

​

During the three and nine months ended September 30, 2024, the Company recognized share-based payments of $2.1 million and $10.1 million, respectively, (September 30, 2023 - $0.5 million and $3.8 million, respectively) related to the amortization of deferred, restricted and performance share units, and $nil (September 30, 2023 - $nil) related to amortization of stock options.

​

(a)	Deferred Share Units (DSUs)

​

​	​	​	​	​	​
​		Cash Settled
​	Number of DSUs		​	Fair Value
Outstanding, December 31, 2022	​	922,698	​	$	3,468
Granted	​	125,802	​	​	431
Changes in fair value	​	-	​	​	144
Outstanding, December 31, 2023	​	1,048,500	​	​	4,043
Granted	​	135,316	​	​	438
Changes in fair value	​	-	​	​	1,035
Outstanding, September 30, 2024	​	1,183,816	​	$	5,516

​

(b)	Restricted Share Units (RSUs)

​

​	​	​	​	​	​	​	​
​	​	Cash Settled				​	Equity Settled
​	Number of RSUs			Fair Value		Number of RSUs
Outstanding, December 31, 2022	​	1,948,709	​	$	3,840	​	705,855
Granted	​	1,716,286	​	​	-	​	-
Units paid out in cash	​	(1,214,393)	​	​	(4,812)	​	-
Vested and paid out in shares	​	-	​	​	-	​	(297,275)
Transferred from equity to cash settled	​	406,487	​	​	-	​	(406,487)
Forfeited or cancelled	​	(188,892)	​	​	-	​	(2,093)
Changes in fair value and vesting	​	-	​	​	6,188	​	-
Outstanding, December 31, 2023	​	2,668,197	​	​	5,216	​	-
Granted	​	1,956,611	​	​	-	​	-
Units paid out in cash	​	(858,194)	​	​	(2,976)	​	-
Forfeited or cancelled	​	(151,337)	​	​	(280)	​	-
Changes in fair value and vesting	​	-	​	​	5,628	​	-
Outstanding, September 30, 2024	​	3,615,277	​	​	7,588	​	-
Less: current portion	​	​	​	​	(4,401)	​	​
Non-current portion	​	​	​	$	3,187	​	​

​ Page | 14

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

RSUs granted during the nine months ending September 30, 2024, had a weighted average fair value of C$4.36 per unit at the date of the grant (December 31, 2023 - C$4.69).

​

(c)    Performance Share Units (PSUs)

​

​	​	​	​	​	​	​	​
​	​	Cash Settled				​	Equity Settled
​	Number of PSUs			Fair Value		​	Number of PSUs
Outstanding, December 31, 2022	​	-	​	$	-	​	1,839,456
Granted	​	-	​	​	-	​	844,187
Forfeited or cancelled	​	-	​	​	-	​	(152,729)
Transferred from equity to cash settled	​	340,236	​	​	-	​	(340,236)
Units paid out in cash	​	(340,236)	​	​	(1,240)	​	-
Vested and paid out in shares	​	-	​	​	-	​	(350,666)
Changes in fair value and vesting	​	-	​	​	1,240	​	-
Outstanding, December 31, 2023	​	-	​	​	-	​	1,840,012
Granted	​	-	​	​	-	​	1,038,383
Forfeited or cancelled	​	-	​	​	-	​	(233,859)
Vested and paid out in shares	​	-	​	​	-	​	(589,574)
Outstanding, September 30, 2024	​	-	​	$	-	​	2,054,962

​

PSUs granted during the nine months ending September 30, 2024, had a weighted average fair value of C$4.36 per unit at the date of the grant (December 31, 2023 - C$4.69).

​

(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 September 30, 2024, a total of 2,950,529 stock options are available for issuance under the plan.

​

​	​	​	​	​	​
​	​	Number of <br>stock options	​	Weighted average<br>exercise price
​	​	​		Canadian dollars
Outstanding, December 31, 2022	​	636,818	​	$	5.62
Exercised	​	(127,350)	​	​	3.22
Expired unexercised	​	(509,468)	​	​	6.21
Outstanding, December 31, 2023	​	-	​	​	-
Outstanding, September 30, 2024	​	-	​	$	-

​

​

​ Page | 15

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

16.   SHARE CAPITAL

​

Authorized Share Capital

​

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

​

During the nine months ended September 30, 2024, the Company acquired and cancelled 1,030,375 common shares through its Normal Course Issuer Bid Program (“NCIB”) which operated for the period from May 2, 2023 to May 1, 2024, at an average cost of $3.42 per share, for a total cost of $3.5 million.

​

On April 30, 2024, the Company announced a renewal of its NCIB pursuant to which the Company can purchase up to five percent of its outstanding common shares. Under the NCIB, purchases of common shares may be made through the facilities of the TSX, the NYSE and/or alternative Canadian trading systems. The share repurchase program started on May 2, 2024 and will end on the earlier of May 1, 2025; 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.

​

​

17.    EARNINGS PER SHARE

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	​	Nine months ended September 30,
​	​	​	2024	​	2023			2024			2023
Basic:	​	​	​	​	​	​	​	​	​	​	​	​
Net income attributable to Fortuna shareholders	​	$	50,511	​	$	27,466	​	$	117,391	​	$	41,480
Weighted average number of shares (000's)	​	​	312,627	​	​	292,601	​	​	308,383	​	​	291,210
Earnings per share - basic	​	$	0.16	​	$	0.09	​	$	0.38	​	$	0.14

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	​	Nine months ended September 30,
​	​	​	2024	​	2023			2024			2023
Diluted:	​	​	​	​	​	​	​	​	​	​	​	​
Net income attributable to Fortuna shareholders	​	$	50,511	​	$	27,466	​	$	117,391	​	$	41,480
Diluted net income for the period	​	$	50,511	​	$	27,466	​	$	117,391	​	$	41,480
​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average number of shares (000's)	​	​	312,627	​	​	292,601	​	​	308,383	​	​	291,210
Incremental shares from dilutive potential shares	​	​	2,055	​	​	2,276	​	​	1,797	​	​	2,040
Weighted average diluted number of shares (000's)	​	​	314,682	​	​	294,877	​	​	310,180	​	​	293,250
Earnings per share - diluted	​	$	0.16	​	$	0.09	​	$	0.38	​	$	0.14

​

For the three and nine months ended September 30, 2024, 26,172,045 (September 30, 2023 - nil) potential shares issuable on conversion of the 2024 Convertible Notes were excluded from the diluted earnings per share calculation. Items were excluded from the diluted earnings per share calculations when their effect would have been anti-dilutive.

​ Page | 16

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

18.   SALES

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30, 2024
​	​	​	Argentina	​	​	Burkina Faso	​	​	Côte d'Ivoire	​	​	Mexico	​	​	Peru	​	​	Total
Silver-gold concentrates	​	$	-	​	$	-	​	$	-	​	$	23,022	​	$	-	​	$	23,022
Silver-lead concentrates	​	​	-	​	​	-	​	​	-	​	​	-	​	​	18,596	​	​	18,596
Zinc concentrates	​	​	-	​	​	-	​	​	-	​	​	-	​	​	12,497	​	​	12,497
Gold doré	​	​	66,265	​	​	69,270	​	​	84,338	​	​	-	​	​	-	​	​	219,873
Provisional pricing adjustments	​	​	-	​	​	-	​	​	-	​	​	885	​	​	48	​	​	933
Sales to external customers	​	$	66,265	​	$	69,270	​	$	84,338	​	$	23,907	​	$	31,141	​	$	274,921
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30, 2023
​	​	​	Argentina	​	​	Burkina Faso	​	​	Côte d'Ivoire	​	​	Mexico	​	​	Peru	​	​	Total
Silver-gold concentrates	​	$	-	​	$	-	​	$	-	​	$	43,501	​	$	-	​	$	43,501
Silver-lead concentrates	​	​	-	​	​	-	​	​	-	​	​	-	​	​	13,645	​	​	13,645
Zinc concentrates	​	​	-	​	​	-	​	​	-	​	​	-	​	​	9,122	​	​	9,122
Gold doré	​	​	42,895	​	​	65,621	​	​	68,406	​	​	-	​	​	-	​	​	176,922
Provisional pricing adjustments	​	​	-	​	​	-	​	​	-	​	​	(43)	​	​	(92)	​	​	(135)
Sales to external customers	​	$	42,895	​	$	65,621	​	$	68,406	​	$	43,458	​	$	22,675	​	$	243,055

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Nine months ended September 30, 2024
​	​	​	Argentina	​	​	Burkina Faso	​	​	Côte d'Ivoire	​	​	Mexico	​	​	Peru	​	​	Total
Silver-gold concentrates	​	$	-	​	$	-	​	$	-	​	$	75,767	​	$	-	​	$	75,767
Silver-lead concentrates	​	​	-	​	​	-	​	​	-	​	​	-	​	​	50,143	​	​	50,143
Zinc concentrates	​	​	-	​	​	-	​	​	-	​	​	-	​	​	35,428	​	​	35,428
Gold doré	​	​	161,536	​	​	199,601	​	​	233,697	​	​	-	​	​	-	​	​	594,834
Provisional pricing adjustments	​	​	-	​	​	-	​	​	-	​	​	2,447	​	​	1,222	​	​	3,669
Sales to external customers	​	$	161,536	​	$	199,601	​	$	233,697	​	$	78,214	​	$	86,793	​	$	759,841
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Nine months ended September 30, 2023
​	​	​	Argentina	​	​	Burkina Faso	​	​	Côte d'Ivoire	​	​	Mexico	​	​	Peru	​	​	Total
Silver-gold concentrates	​	$	-	​	$	-	​	$	-	​	$	115,369	​	$	-	​	$	115,369
Silver-lead concentrates	​	​	-	​	​	-	​	​	-	​	​	-	​	​	43,483	​	​	43,483
Zinc concentrates	​	​	-	​	​	-	​	​	-	​	​	-	​	​	32,187	​	​	32,187
Gold doré	​	​	146,127	​	​	172,850	​	​	68,406	​	​	-	​	​	-	​	​	387,383
Provisional pricing adjustments	​	​	-	​	​	-	​	​	-	​	​	280	​	​	(1,588)	​	​	(1,308)
Sales to external customers	​	$	146,127	​	$	172,850	​	$	68,406	​	$	115,649	​	$	74,082	​	$	577,114

​ Page | 17

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
​	​	2024		​	2023		​	2024		​	2023
Customer 1	​	$	84,338	​	$	68,403	​	$	233,697	​	$	68,403
Customer 2	​	​	69,270	​	​	65,621	​	​	199,601	​	​	172,850
Customer 3	​	​	66,265	​	​	42,895	​	​	161,536	​	​	146,127
Customer 4	​	​	31,141	​	​	22,677	​	​	86,793	​	​	74,084
Customer 5	​	​	15,838	​	​	19,497	​	​	46,301	​	​	54,635
Customer 6	​	​	8,069	​	​	23,962	​	​	31,913	​	​	61,015
​	​	$	274,921	​	$	243,055	​	$	759,841	​	$	577,114

​

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.

​

During the three and nine months ended September 30, 2024, the Company recognized $nil of realized losses on the settlement of forward sale and collar contracts (September 30, 2023 - $0.1 million realized gains and $1.3 million realized losses), and $nil unrealized losses from changes in the fair value of the open positions (September 30, 2023 - $0.1 million and $0.4 million unrealized gains).

​

​

​

19.   COST OF SALES

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
​	​	2024		​	2023		​	2024		​	2023
Direct mining costs	​	$	92,148	​	$	76,003	​	$	249,220	​	$	206,096
Salaries and benefits	​	​	23,511	​	​	23,745	​	​	68,279	​	​	53,426
Workers' participation	​	​	408	​	​	789	​	​	1,150	​	​	1,417
Depletion and depreciation	​	​	59,349	​	​	63,588	​	​	165,295	​	​	147,623
Royalties and other taxes	​	​	12,718	​	​	13,070	​	​	36,644	​	​	30,277
Other	​	​	(144)	​	​	(18)	​	​	2,481	​	​	102
Cost of sales	​	$	187,990	​	$	177,177	​	$	523,069	​	$	438,941

​

For the three and nine months ended September 30, 2024, depletion and depreciation include $3.6 million and $10.6 million, respectively, of depreciation related to right-of-use assets (September 30, 2023 - $5.5 million and $9.9 million, respectively).

​

20.   GENERAL AND ADMINISTRATION

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
​	​	2024		​	2023		​	2024		​	2023
General and administration	​	$	13,865	​	$	13,947	​	$	46,356	​	$	40,122
Workers' participation	​	​	86	​	​	150	​	​	243	​	​	248
​	​	​	13,951	​	​	14,097	​	​	46,599	​	​	40,370
Share-based payments	​	​	2,091	​	​	534	​	​	10,088	​	​	3,794
General and administration	​	$	16,042	​	$	14,631	​	$	56,687	​	$	44,164

​

​

​

​

​ Page | 18

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

21.   INTEREST AND FINANCE COSTS, NET

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
​	​	2024			2023			2024			2023
Interest income	​	$	1,365	​	$	970	​	$	2,988	​	$	2,370
Credit facilities and other interest	​	​	(1,132)	​	​	(5,802)	​	​	(7,487)	​	​	(7,521)
2019 Convertible Debentures interest	​	​	(107)	​	​	(536)	​	​	(1,167)	​	​	(1,593)
2024 Convertible Notes interest	​	​	(1,631)	​	​	-	​	​	(1,985)	​	​	-
Amortization of discount and transaction costs	​	​	(2,212)	​	​	(735)	​	​	(4,424)	​	​	(2,153)
Bank stand-by and commitment fees	​	​	(386)	​	​	(13)	​	​	(747)	​	​	(183)
Accretion expense	​	​	(1,095)	​	​	(923)	​	​	(3,326)	​	​	(2,334)
Lease liabilities	​	​	(1,080)	​	​	(1,118)	​	​	(3,232)	​	​	(2,841)
​	​	$	(6,278)	​	$	(8,157)	​	$	(19,380)	​	$	(14,255)

​

During the three and nine months ended September 30, 2024, the Company capitalized $nil of interest related to the construction of the Séguéla mine (September 30, 2023 - $nil and $6.5 million, respectively). The Company stopped capitalizing interest expenses associated with the project on July 1, 2023.

​

22.   SEGMENTED INFORMATION

​

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

​

The following summary describes the operations of each reportable segment:

●	Mansfield Minera S.A. (“Mansfield”) – operates the Lindero gold mine
●	Roxgold SANU S.A. (“Sanu”) – operates the Yaramoko gold mine
---	---
●	Roxgold SANGO S.A. (“Sango”) – operates the Séguéla gold mine
---	---
●	Compania Minera Cuzcatlan S.A. de C.V. (“Cuzcatlan”) – operates the San Jose silver-gold mine
---	---
●	Minera Bateas S.A.C. (“Bateas”) – operates the Caylloma silver, lead, and zinc mine
---	---
●	Corporate – corporate stewardship
---	---

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30, 2024
​	​	​	Mansfield	​	​	Sanu	​	​	Sango	​	​	Cuzcatlan	​	​	Bateas	​	​	Corporate	​	​	Total
Revenues from external customers	​	$	66,265	​	$	69,270	​	$	84,338	​	$	23,907	​	$	31,141	​	$	-	​	$	274,921
Cost of sales before depreciation and depletion	​	​	(28,710)	​	​	(32,733)	​	​	(28,296)	​	​	(23,547)	​	​	(15,355)	​	​	-	​	​	(128,641)
Depreciation and depletion in cost of sales	​	​	(13,640)	​	​	(12,923)	​	​	(27,170)	​	​	(1,150)	​	​	(4,466)	​	​	-	​	​	(59,349)
General and administration	​	​	(2,944)	​	​	(550)	​	​	(3,343)	​	​	(1,802)	​	​	(1,333)	​	​	(6,070)	​	​	(16,042)
Other (expenses) income	​	​	(1,506)	​	​	1,759	​	​	1,037	​	​	(375)	​	​	(205)	​	​	1,051	​	​	1,761
Finance items	​	​	2,613	​	​	3	​	​	(1,207)	​	​	(240)	​	​	(149)	​	​	(4,136)	​	​	(3,116)
Segment income (loss) before taxes	​	​	22,078	​	​	24,826	​	​	25,359	​	​	(3,207)	​	​	9,633	​	​	(9,155)	​	​	69,534
Income taxes	​	​	(1,440)	​	​	(4,639)	​	​	(4,606)	​	​	-	​	​	(1,730)	​	​	(2,701)	​	​	(15,116)
Segment income (loss) after taxes	​	$	20,638	​	$	20,187	​	$	20,753	​	$	(3,207)	​	$	7,903	​	$	(11,856)	​	$	54,418
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

Page | 19

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

​	​	Three months ended September 30, 2023
​	​	​	Mansfield	​	​	Sanu	​	​	Sango	​	​	Cuzcatlan	​	​	Bateas	​	​	Corporate	​	​	Total
Revenues from external customers	​	$	42,895	​	$	65,621	​	$	68,406	​	$	43,458	​	$	22,675	​	$	-	​	$	243,055
Cost of sales before depreciation and depletion	​	​	(25,646)	​	​	(29,379)	​	​	(18,676)	​	​	(26,838)	​	​	(13,050)	​	​	-	​	​	(113,589)
Depreciation and depletion in cost of sales	​	​	(11,132)	​	​	(24,564)	​	​	(14,557)	​	​	(10,233)	​	​	(3,102)	​	​	-	​	​	(63,588)
General and administration	​	​	(2,308)	​	​	243	​	​	(3,316)	​	​	(1,888)	​	​	(1,116)	​	​	(6,246)	​	​	(14,631)
Other expenses	​	​	(1,758)	​	​	(1,931)	​	​	(995)	​	​	(596)	​	​	(120)	​	​	(466)	​	​	(5,866)
Finance items	​	​	(599)	​	​	(631)	​	​	(698)	​	​	(190)	​	​	(17)	​	​	(5,788)	​	​	(7,923)
Segment income (loss) before taxes	​	​	1,452	​	​	9,359	​	​	30,164	​	​	3,713	​	​	5,270	​	​	(12,500)	​	​	37,458
Income taxes	​	​	(706)	​	​	(1,543)	​	​	-	​	​	(529)	​	​	(3,514)	​	​	(283)	​	​	(6,575)
Segment income (loss) after taxes	​	$	746	​	$	7,816	​	$	30,164	​	$	3,184	​	$	1,756	​	$	(12,783)	​	$	30,883

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Nine months ended September 30, 2024
​	​	​	Mansfield	​	​	Sanu	​	​	Sango	​	​	Cuzcatlan	****	​	Bateas	​	​	Corporate	****	​	Total
Revenues from external customers	​	$	161,536	​	$	199,601	​	$	233,697	​	$	78,214	​	$	86,793	​	$	-	​	$	759,841
Cost of sales before depreciation and depletion	​	​	(75,609)	​	​	(94,524)	​	​	(73,882)	​	​	(71,874)	​	​	(41,885)	​	​	-	​	​	(357,774)
Depreciation and depletion in cost of sales	​	​	(36,800)	​	​	(36,922)	​	​	(78,224)	​	​	(2,071)	​	​	(11,278)	​	​	-	​	​	(165,295)
General and administration	​	​	(9,125)	​	​	(1,282)	​	​	(7,846)	​	​	(4,850)	​	​	(4,152)	​	​	(29,432)	​	​	(56,687)
Other (expenses) income	​	​	(2,995)	​	​	(1,448)	​	​	(2,053)	​	​	(54)	​	​	(6)	​	​	1,671	​	​	(4,885)
Finance items	​	​	6,456	​	​	(272)	​	​	(2,624)	​	​	(747)	​	​	(461)	​	​	(13,421)	​	​	(11,069)
Segment income (loss) before taxes	​	​	43,463	​	​	65,153	​	​	69,068	​	​	(1,382)	​	​	29,011	​	​	(41,182)	​	​	164,131
Income (taxes) recoveries	​	​	(3,946)	​	​	(11,875)	​	​	(18,912)	​	​	897	​	​	(9,746)	​	​	6,276	​	​	(37,306)
Segment income (loss) after taxes	​	$	39,517	​	$	53,278	​	$	50,156	​	$	(485)	​	$	19,265	​	$	(34,906)	​	$	126,825
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Nine months ended September 30, 2023
​	​	​	Mansfield		​	Sanu		​	Sango	​	​	Cuzcatlan		​	Bateas	​	​	Corporate		​	Total
Revenues from external customers	​	$	146,127	​	$	172,850	​	$	68,406	​	$	115,649	​	$	74,082	​	$	-	​	$	577,114
Cost of sales before depreciation and depletion	​	​	(82,586)	​	​	(78,947)	​	​	(18,676)	​	​	(70,283)	​	​	(40,826)	​	​	-	​	​	(291,318)
Depreciation and depletion in cost of sales	​	​	(36,197)	​	​	(58,212)	​	​	(14,557)	​	​	(28,677)	​	​	(9,980)	​	​	-	​	​	(147,623)
General and administration	​	​	(6,850)	​	​	(1,255)	​	​	(3,402)	​	​	(5,527)	​	​	(3,741)	​	​	(23,389)	​	​	(44,164)
Other expenses	​	​	(4,177)	​	​	(482)	​	​	(1,141)	​	​	(6,313)	​	​	(194)	​	​	(4,735)	​	​	(17,042)
Finance items	​	​	(1,986)	​	​	(1,076)	​	​	(1,663)	​	​	(943)	​	​	96	​	​	(9,631)	​	​	(15,203)
Segment income (loss) before taxes	​	​	14,331	​	​	32,878	​	​	28,967	​	​	3,906	​	​	19,437	​	​	(37,755)	​	​	61,764
Income (taxes) recoveries	​	​	(2,349)	​	​	(4,892)	​	​	-	​	​	1,696	​	​	(6,494)	​	​	(3,516)	​	​	(15,555)
Segment income (loss) after taxes	​	$	11,982	​	$	27,986	​	$	28,967	​	$	5,602	​	$	12,943	​	$	(41,271)	​	$	46,209

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
As at September 30, 2024	​	​	Mansfield	****	​	Sanu	****	​	Sango	​	​	Cuzcatlan	****	​	Bateas	​	​	Corporate	****	​	Total
Total assets	​	$	530,621	​	$	226,295	​	$	946,008	​	$	51,807	​	$	161,505	​	$	167,372	​	$	2,083,608
Total liabilities	​	$	43,366	​	$	63,567	​	$	259,539	​	$	25,790	​	$	53,443	​	$	159,002	​	$	604,707
Capital expenditures^1^	​	$	44,753	​	$	24,270	​	$	57,289	​	$	6,376	​	$	15,344	​	$	11,445	​	$	159,477
^1^Capital expenditures are on an accrual basis for the nine months ended September 30, 2024
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
As at December 31, 2023	​	​	Mansfield		​	Sanu		​	Sango	​	​	Cuzcatlan		​	Bateas	​	​	Corporate		​	Total
Total assets	​	$	491,213	​	$	228,335	​	$	976,169	​	$	58,501	​	$	139,161	​	$	74,484	​	$	1,967,863
Total liabilities	​	$	53,175	​	$	59,043	​	$	243,532	​	$	36,955	​	$	49,944	​	$	237,093	​	$	679,742
Capital expenditures^1^	​	$	44,667	​	$	63,833	​	$	118,693	​	$	22,260	​	$	22,394	​	$	3,974	​	$	275,821
^1^Capital expenditures are on an accrual basis for the year ended December 31, 2023

​

​ Page | 20

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

23.   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 September 30, 2024	****	Fair Value through OCI		****	Fair value through profit or loss		​	Amortized cost		​	Total
Financial assets	​	​	​	​	​	​	​	​	​	​	​	​
Cash and cash equivalents	​	$	-	​	$	-	​	$	180,551	​	$	180,551
Trade receivables concentrate sales	​	​	-	​	​	19,338	​	​	-	​	​	19,338
Trade receivables doré sales	​	​	-	​	​	-	​	​	14,192	​	​	14,192
Investments in equity securities	​	​	73	​	​	-	​	​	-	​	​	73
Other receivables	​	​	-	​	​	-	​	​	5,483	​	​	5,483
Total financial assets	​	$	73	​	$	19,338	​	$	200,226	​	$	219,637
​	​	​	​	​	​	​	​	​	​	​	​	​
Financial liabilities	​	​	​	​	​	​	​	​	​	​	​	​
Trade payables	​	$	-	​	$	-	​	$	(92,756)	​	$	(92,756)
Payroll payable	​	​	-	​	​	-	​	​	(24,824)	​	​	(24,824)
Share units payable	​	​	-	​	​	(13,104)	​	​	-	​	​	(13,104)
2024 Convertible Notes	​	​	-	​	​	-	​	​	(124,058)	​	​	(124,058)
Other payables	​	​	-	​	​	(81,194)	​	​	-	​	​	(81,194)
Total financial liabilities	​	$	-	​	$	(94,298)	​	$	(241,638)	​	$	(335,936)

​

​	​	​	​	​	​	​	​	​	​	​	​	​
As at December 31, 2023		Fair Value through OCI			Fair value<br>through<br>profit or loss			Amortized<br>cost			Total
Financial assets	​	​	​	​	​	​	​	​	​	​	​	​
Cash and cash equivalents	​	$	-	​	$	-	​	$	128,148	​	$	128,148
Trade receivables concentrate sales	​	​	-	​	​	16,819	​	​	-	​	​	16,819
Trade receivables doré sales	​	​	-	​	​	-	​	​	3,151	​	​	3,151
Investments in equity securities	​	​	80	​	​	-	​	​	-	​	​	80
Other receivables	​	​	-	​	​	-	​	​	5,189	​	​	5,189
Total financial assets	​	$	80	​	$	16,819	​	$	136,488	​	$	153,387
​	​	​	​	​	​	​	​	​	​	​	​	​
Financial liabilities	​	​	​	​	​	​	​	​	​	​	​	​
Trade payables	​	$	-	​	$	-	​	$	(100,387)	​	$	(100,387)
Payroll payable	​	​	-	​	​	-	​	​	(21,896)	​	​	(21,896)
Share units payable	​	​	-	​	​	(9,259)	​	​	-	​	​	(9,259)
Metal forward sales contracts liability	​	​	-	​	​	(81)	​	​	-	​	​	(81)
Credit facilities	​	​	-	​	​	-	​	​	(162,946)	​	​	(162,946)
2019 Convertible Debentures	​	​	-	​	​	-	​	​	(43,901)	​	​	(43,901)
Other payables	​	​	-	​	​	-	​	​	(82,807)	​	​	(82,807)
Total financial liabilities	​	$	-	​	$	(9,340)	​	$	(411,937)	​	$	(421,277)

​ Page | 21

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(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 nine months ended September 30, 2024 and 2023, 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 September 30, 2024	****	Level 1		****	Level 2		****	Level 3		****	Total
Trade receivables concentrate sales	​	$	-	​	$	19,338	​	$	-	​	$	19,338
Investments in equity securities	​	​	73	​	​	-	​	​	-	​	​	73
Share units payable	​	​	-	​	​	(13,104)	​	​	-	​	​	(13,104)

​

​	​	​	​	​	​	​	​	​	​	​	​	​
As at December 31, 2023		Level 1			Level 2			Level 3			Total
Trade receivables concentrate sales	​	$	-	​	$	16,819	​	$	-	​	$	16,819
Investments in equity securities	​	​	80	​	​	-	​	​	-	​	​	80
Metal forward sales contracts liability	​	​	-	​	​	(81)	​	​	-	​	​	(81)
Share units payable	​	​	-	​	​	(9,259)	​	​	-	​	​	(9,259)

​

(c)	Financial assets and financial liabilities not already measured at fair value

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	September 30, 2024					​	December 31, 2023
​	​	​	Carrying amount	​	​	Fair value	​	​	Carrying amount	​	​	Fair value
2024 Convertible Notes^1^	​	$	(124,058)	​	$	(182,850)	​	$	-	​	$	-
Credit facilities	​	​	-	​	​	-	​	​	(162,946)	​	​	(165,000)
2019 Convertible Debentures	​	​	-	​	​	-	​	​	(43,901)	​	​	(44,344)
​	​	$	(124,058)	​	$	(182,850)	​	$	(206,847)	​	$	(209,344)
^1^The carrying amount of the 2024 Convertible Notes represents the liability component (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.

​

​

​

​

24.   SUPPLEMENTAL CASH FLOW INFORMATION

​

Changes in working capital for the three and nine months ended September 30, 2024 and 2023 are as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
​	​	2024		​	2023		​	2024		​	2023
Trade and other receivables	​	$	(24,463)	​	$	1,604	​	$	(41,060)	​	$	(2,104)
Prepaid expenses	​	​	(3,138)	​	​	(1,252)	​	​	(3,617)	​	​	1,553
Inventories	​	​	(1,024)	​	​	(6,426)	​	​	(24,367)	​	​	(21,466)
Trade and other payables	​	​	2,184	​	​	6,323	​	​	(12,130)	​	​	11,393
Total changes in working capital	​	$	(26,441)	​	$	249	​	$	(81,174)	​	$	(10,624)

​ Page | 22

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(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:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Bank loan		​	2019 Convertible Debentures		​	2024 Convertible Notes		​	Lease<br>obligations
As at December 31, 2022	​	​	$	177,020	​	$	42,155	​	$	-	​	$	21,346
Additions	​	​	​	75,500	​	​	-	​	​	-	​	​	48,805
Terminations	​	​	​	-	​	​	-	​	​	-	​	​	(21)
Conversion of debenture	​	​	​	-	​	​	(225)	​	​	-	​	​	-
Interest	​	​	​	926	​	​	1,971	​	​	-	​	​	3,658
Payments	​	​	​	(90,500)	​	​	-	​	​	-	​	​	(16,625)
Foreign exchange	​	​	​	-	​	​	-	​	​	-	​	​	238
As at December 31, 2023	​	​	​	162,946	​	​	43,901	​	​	-	​	​	57,401
Additions	​	​	​	68,000	​	​	-	​	​	172,500	​	​	19,191
Transaction costs	​	​	​	-	​	​	-	​	​	(6,487)	​	​	-
Additions allocated to equity	​	​	​	-	​	​	-	​	​	(46,004)	​	​	-
Transaction costs allocated to equity	​	​	​	-	​	​	-	​	​	1,730	​	​	-
Terminations	​	​	​	-	​	​	-	​	​	-	​	​	(75)
Conversion of debenture	​	​	​	-	​	​	(35,383)	​	​	-	​	​	-
Interest	​	​	​	974	​	​	1,131	​	​	2,319	​	​	3,234
Extinguishment of debt	​	​	​	-	​	​	146	​	​	-	​	​	-
Payments	​	​	​	(233,000)	​	​	(9,795)	​	​	-	​	​	(14,799)
Transaction costs transferred to non-current assets	​	​	​	1,080	​	​	-	​	​	-	​	​	-
Foreign exchange	​	​	​	-	​	​	-	​	​	-	​	​	(130)
As at September 30, 2024	​	​	$	-	​	$	-	​	$	124,058	​	$	64,822

​

During the three and nine months ended September 30, 2024, the Company realized investment gains of $3.2 million and $8.3 million, respectively (September 30, 2023 - $nil). The Company has an investment strategy, utilizing Argentine export promotions, to address its local currency requirements in Argentina. This strategy enabled the Company to achieve gains from trades in Argentine Peso denominated cross-border securities, which help offset foreign exchange losses.

​

The significant non-cash financing and investing transactions during the three and nine months ended September 30, 2024 and 2023 are as follows:

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​		​	​		​	​	​	​	​
​	​	​	Three months ended September 30,					​	Nine months ended September 30,
​	​	​	2024			2023			2024			2023
Mineral properties, plant and equipment changes in closure and reclamation provision	​	​	$	(2,834)	​	$	2,791	​	$	(2,089)	​	$	(380)
Additions to right-of-use assets	​	​	​	11,486	​	​	4,950	​	​	19,191	​	​	40,545
Share units allocated to share capital upon settlement	​	​	​	164	​	​	-	​	​	3,078	​	​	2,692
Acquisition of Chesser	​	​	​	-	​	​	45,548	​	​	-	​	​	45,548

​

​ Page | 23

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

25. **** NON-CONTROLLING INTEREST

​

As at September 30, 2024, the non-controlling interest (“NCI”) of the State of Burkina Faso, which represents a 10% interest in Roxgold SANU S.A., totaled $7.8 million. The income attributable to the NCI for the three and nine months ended September 30, 2024, totaling $1.9 million and $5.1 million, is based on the net income for Yaramoko.

​

As at September 30, 2024, the NCI of the State of Côte d’Ivoire, which represents a 10% interest in Roxgold Sango S.A., totaled $50.6 million. The income attributable to the NCI for the three and nine months ended September 30, 2024, totaling $2.0 million and $4.3 million, is based on the net income for Séguéla.

​

​

​

​

​

26.   CONTINGENCIES AND CAPITAL COMMITMENTS

​

(a)    Caylloma Letter of Guarantee

​

The Caylloma mine closure plan, as amended, that was in effect in November 2021, includes total undiscounted closure costs of $18.2 million, which consisted of progressive closure activities of $6.2 million, final closure activities of $9.8 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. In 2024, the Company provided a bank letter of guarantee of $12.9 million to the Peruvian Government in respect of such closure costs and taxes.

​

(b)    San Jose Letter of Guarantee

​

The Company has established three letters of guarantee in the aggregate amount of $0.1 million to fulfill its environmental obligations under the terms and conditions of the Environmental Impact Statements issued by the Secretaria de Medio Ambiente y Recursos Naturales in 2009 in respect of the construction of the San Jose mine, and in 2017 and 2020 with respect to the expansion of the dry stack tailings facility at the San Jose mine. The letters of guarantee expire on December 31, 2024, March 5 and September 17, 2025, respectively.

​ Page | 24

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

(c)    Other Commitments

​

As at September 30, 2024, the Company had capital commitments of $14.4 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 September 30, 2024, and elected not to purchase the service provider’s equipment, it would have been subject to an early termination payment of $16.8 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 $5.9 million as of September 30, 2024.

​

(d)    Tax Contingencies

​

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.

​

Peru

​

The Company was assessed $1.2 million (4.3 million Peruvian soles), including interest and penalties of $0.8 million (2.9 million Peruvian soles), for the 2010 tax year by SUNAT, the Peruvian tax authority, with respect to the deduction of certain losses arising from derivative instruments. The Company applied to the Peruvian tax court to appeal the assessment. On January 22, 2019, the Peruvian tax court reaffirmed SUNAT’s position and denied the deduction. The Company believes the assessment is inconsistent with Peruvian tax law and that it is probable the Company will succeed on appeal through the Peruvian legal system. The Company has paid the disputed amount in full and has initiated proceedings through the Peruvian legal system to appeal the decision of the Peruvian tax court.

​

As at September 30, 2024, the Company has recorded the amount paid of $1.2 million (4.3 million Peruvian soles) in other non-current assets, as the Company believes it is probable that the appeal will be successful (Note 8).

​ Page | 25

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

The Company was assessed $0.7 million (2.8 million Peruvian soles), including interest and penalties of $0.5 million (1.7 million Peruvian soles), for the 2011 tax year by SUNAT, the Peruvian tax authority, with respect to the deduction of certain losses arising from intercompany transactions. The Company applied to the Peruvian tax court to appeal the assessment. On May 14, 2019, the Peruvian tax court reaffirmed SUNAT’s position and denied the deduction. The Company believes the assessment is inconsistent with Peruvian tax law and that it is probable the Company will succeed on appeal through the Peruvian legal system. The Company has paid the disputed amount in full and has initiated proceedings through the Peruvian legal system to appeal the decision of the Peruvian tax court.

​

Argentina

​

On August 16, 2022, the Argentine Tax Authority (“AFIP”) published General Resolution No.5248/2022 (the “Resolution”) which established a one-time “windfall income tax prepayment” for companies that have obtained extraordinary income derived from the general increase in international prices. The Resolution was published by AFIP without prior notice.

​

The windfall income tax prepayment applies to companies that meet certain income tax or net income tax (before the deduction of accumulated tax losses) thresholds for 2021 or 2022. The aggregate amount of the windfall income tax prepayment payable by Mansfield calculated in accordance with the Resolution was approximately $0.9 million (810 million Argentine Pesos), excluding related accrued interest of approximately $0.3 million (277 million Argentine Pesos).

​

The windfall income tax prepayment was to be paid in three equal and consecutive monthly instalments, starting on October 22, 2022, and was payable in addition to income tax instalments currently being paid by corporate taxpayers on account of their income tax obligations. The windfall income tax prepayment is an advance payment of income taxes which were due to be paid in 2022.

​

Based on the historical accumulated losses of Mansfield for fiscal 2021, which can be carried forward for 2022, Mansfield was not liable for income tax, and based upon current corporate income tax laws and the ability of the Company to deduct historical accumulated losses, income tax will not be required to be paid for fiscal 2022.

​

To protect Mansfield’s position from having to pay the windfall income tax prepayment as an advance income tax for 2022, which based on management’s projections is not payable, Mansfield applied to the Federal Court of Salta Province for a preliminary injunction to prevent the AFIP from issuing a demand or other similar measure for the collection of the windfall income tax prepayment.  On October 3, 2022, Mansfield was notified that the Court had granted the preliminary injunction. As a result, Mansfield did not pay any of the instalments.

​

On July 8, 2024, Law 27.743 on “Palliative and Relevant Tax Measures” was published in the Official Bulletin. This law established new regularization and special income tax regimes and amended the Income Tax Law. One of these regularizations included a provision for the forgiveness of interest on debts cancelled before March 1, 2024 (including the extraordinary income advance for 2022). As a result, the Company's interest payable to AFIP was effectively forgiven under the terms of the Income Tax Law.

​

As at September 30, 2024, Mansfield had legal proceedings brought against AFIP with the Federal Court to challenge the constitutionality of the Resolution. In October 2024, as a result of the enactment of Law 27.743, Mansfield withdrew the legal proceedings in the Federal Court.

​ Page | 26

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

​

(e)    Other Contingencies

​

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

​

27.   SUBSEQUENT EVENTS

​

Effective October 31, 2024, the Company entered into a fifth amended and restated credit agreement, reducing its secured revolving credit facility from $250 million to $150 million and increasing the uncommitted accordion option to $75 million. The facility has a four-year term, with interest accruing at the applicable US base rate and the adjusted term SOFR rate, with margins between 1.25% and 2.25% for the base rate and 2.25% and 3.25% for SOFR.

​

The Company has pledged significant assets, including those of principal operating subsidiaries, as collateral for this facility.

​

The amended and restated credit facility includes covenants customary for a facility of this nature including among other matters, reporting requirements, and positive, negative and financial covenants set out therein. Page | 27

​

​

​

​

​

​

​

​

​

​

​

​

MANAGEMENT’S DISCUSSION AND ANALYSIS

​

​

​

For the three and nine months ended September 30, 2024

​

​

​

As of November 6, 2024

​

​

​

​

​

​

​

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024

​

This Management’s Discussion and Analysis (“MD&A”) of the financial position and results of operations for Fortuna Mining Corp. (the “Company” or “Fortuna”) (formerly Fortuna Silver Mines Inc.) (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, 2023 and 2022 (the “2023 Financial Statements”) and the unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2024 and 2023 (the “Q3 2024 Financial Statements”) and the related notes thereto which have been prepared in accordance with International Financial Accounting Standard 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The Company changed its name on June 20, 2024. 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/search-filings.

​

This MD&A is prepared by management and approved by the Board of Directors as of November 6, 2024. The information and discussion provided in this MD&A covers the three and nine months ended September 30, 2024 and 2023, 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 43 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 2023 dated March 22, 2024 and its Management Information Circular dated May 1, 2024, which are available on SEDAR+ and EDGAR.

​

This MD&A uses certain Non-IFRS financial measures and ratios that are not defined under IFRS, including but not limited to: cash cost per ounce of gold; 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 sold; all-in sustaining cash cost per payable ounce of silver equivalent sold; 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 26 of this MD&A.

​

​ Fortuna | 2

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

​

CONTENTS

​	​
​	​
​	​
Business Overview	4
Corporate Developments	4
Highlights	4
Financial Results	7
Quarterly Results of Operations	12
Quarterly Information	20
Liquidity and Capital Resources	21
Financial Instruments	24
Share Position & Outstanding Options & Equity Based Share Units	25
Related Party Transactions	25
Non-IFRS Financial Measures	26
Risks and Uncertainties	38
Critical Accounting Estimates, Assumptions, and Judgements	39
Controls and Procedures	40
Cautionary Statement on Forward-Looking Statements	40
Cautionary Note to United States Investors Concerning Estimates of Reserves and Resources	43

​

​

​ Fortuna | 3

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (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 Argentina, Burkina Faso, Côte d’Ivoire, Mexico, Peru, and Senegal. The Company produces gold, silver, and base metals and generates shared value over the long-term through efficient production, environmental protection, and social responsibility.

​

The Company operates the open pit Lindero gold mine (“Lindero” or the “Lindero Mine”) located in northern Argentina, the underground Yaramoko gold mine (“Yaramoko” or the “Yaramoko Mine”) located in southwestern Burkina Faso, the underground San Jose silver and gold mine (“San Jose” or the “San Jose Mine”) located in southern Mexico, 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. Effective June 20, 2024, the Company’s name was changed to Fortuna Mining Corp. in order to reflect that the Company’s business has moved from being predominantly focused on the production of silver to the production of gold and silver.

​

​

CORPORATE DEVELOPMENTS

​

Amendment to the Revolving Credit Facility

Effective October 31, 2024, the Company entered into a fifth amended and restated credit agreement which reduces its secured revolving credit facility, with a syndicate of banks led by The Bank of Nova Scotia, and including Bank of Montreal, ING Capital LLC and National Bank of Canada. The amendment and restatement reduced the amount of the facility to $150 million from $250 million (the facility would have stepped down to $175 million in November 2024), and increased the uncommitted accordion option from $50 million to $75 million. The facility has a term of four years. Lower interest rates across certain levels of the margin grid and lower commitment fees were negotiated under the amended facility. Refer to “Liquidity and Capital Resources” for additional details.

​

​

HIGHLIGHTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024

​

Financial

●	Sales were $274.9 million, an increase of 13% from the $243.1 million reported in the three months ended September 30, 2023 (“Q3 2023”)
●	Mine operating income was $86.9 million, an increase of 32% from the $65.9 million reported in Q3 2023
---	---
●	Operating income was $72.7 million, an increase of 60% from the $45.4 million in operating income reported in Q3 2023
---	---
●	Net income was $54.4 million or $0.16 per share, an increase from the $30.9 million or $0.09 per share reported in Q3 2023
---	---
●	Adjusted net income (refer to Non-IFRS Financial Measures) was $53.8 million compared to $33.3 million in Q3 2023, representing a 62% quarter-over-quarter increase
---	---
●	Adjusted EBITDA (refer to Non-IFRS Financial Measures) was $131.3 million compared to $104.6 million reported in Q3 2023, representing a 26% quarter-over-quarter increase
---	---

Fortuna | 4

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

●	Free cash flow from ongoing operations (refer to Non-IFRS Financial Measures) was $56.6 million compared to $70.0 million reported in Q3 2023, representing a 19% quarter-over-quarter decrease
●	Net cash provided by operating activities was $92.9 million, a decrease of 13% from the $106.5 million reported in Q3 2023
---	---

​

Operating

●	Gold production of 91,251 ounces, a decrease of 4% from Q3 2023
●	Silver production of 816,187 ounces, a decrease of 51% from Q3 2023
---	---
●	Lead production of 9,997,964 pounds, a decrease of 3% from Q3 2023
---	---
●	Zinc production of 12,808,857 pounds, a decrease of 9% from Q3 2023
---	---
●	Consolidated All-in Sustaining Costs (“AISC”) of $1,696 per ounce on a gold equivalent sold basis compared to $1,313 per ounce for Q3 2023. See “Non-IFRS Measures - All-in Sustaining Cash Cost per Ounce of Gold Equivalent Sold” for additional information
---	---

​

Health & Safety

For the third quarter of 2024, the Company recorded one lost time injury (“LTI”), zero restricted work injuries (“RWI”) and three medical treatment injuries (“MTI”) over 3.8 million hours worked. The year-to-date LTI frequency rate (“LTIFR”) at the end of the third quarter was 0.46 (0.38 in Q3 2023) lost time injuries per million hours worked while the year-to-date total recordable injury frequency rate (“TRIFR”) was 1.37 (0.86 in Q3 2023) total recordable injuries per million hours worked.

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 third quarter of 2024.

Community Engagement

During the third quarter of 2024, there were no significant disputes at any of our sites. We also recorded 302 local stakeholder engagement activities during the period. These included consultation meetings with local administration and community leaders, participation in ceremonies and courtesy visits.

​ Fortuna | 5

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

Operating and Financial Highlights

​

A summary of the Company’s consolidated financial and operating results for the three and nine months ended September 30, 2024 are presented below:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
Consolidated Metrics	​	2024		2023		% Change		2024	​	2023	​	% Change
Selected highlights	​	​	​	​	​	​	​	​	​	​	​	​
Silver	​	​	​	​	​	​	​	​	​	​	​	​
Metal produced (oz)	​	816,187	​	1,680,751	​	(51%)	​	2,881,332	​	4,529,690	​	(36%)
Metal sold (oz)	​	874,641	​	1,625,811	​	(46%)	​	2,883,836	​	4,500,633	​	(36%)
Realized price ($/oz)	​	29.37	​	23.70	​	24%	​	27.07	​	23.40	​	16%
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Metal produced (oz)	​	91,251	​	94,821	​	(4%)	​	273,645	​	219,263	​	25%
Metal sold (oz)	​	92,453	​	99,802	​	(7%)	​	271,457	​	221,303	​	23%
Realized price ($/oz)	​	2,490	​	1,925	​	29%	​	2,307	​	1,928	​	20%
Lead	​	​	​	​	​	​	​	​	​	​	​	​
Metal produced (000's lbs)	​	9,998	​	10,337	​	(3%)	​	30,053	​	30,053	​	0%
Metal sold (000's lbs)	​	10,934	​	9,232	​	18%	​	30,181	​	29,433	​	3%
Zinc	​	​	​	​	​	​	​	​	​	​	​	​
Metal produced (000's lbs)	​	12,809	​	14,037	​	(9%)	​	38,032	​	41,125	​	(8%)
Metal sold (000's lbs)	​	13,411	​	13,959	​	(4%)	​	38,586	​	41,759	​	(8%)
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au Eq)^1^	​	1,059	​	814	​	30%	​	977	​	887	​	10%
All-in sustaining cash cost ($/oz Au Eq)^1^	​	1,696	​	1,313	​	29%	​	1,618	​	1,508	​	7%
​	​	​	​	​	​	​	​	​	​	​	​	​
Mine operating income	​	86.9	​	65.9	​	32%	​	236.8	​	138.2	​	71%
Operating income	​	72.7	​	45.4	​	60%	​	175.2	​	77.0	​	128%
Attributable net income	​	50.5	​	27.5	​	84%	​	117.4	​	41.5	​	183%
Attributable income per share - basic	​	0.16	​	0.09	​	78%	​	0.38	​	0.14	​	171%
Adjusted attributable net income^1^	​	49.9	​	29.6	​	69%	​	107.3	​	44.3	​	142%
Adjusted EBITDA^1^	​	131.3	​	104.6	​	26%	​	339.1	​	214.0	​	58%
Net cash provided by operating activities	​	92.9	​	106.5	​	(13%)	​	215.4	​	191.8	​	12%
Free cash flow from ongoing operations^1^	​	56.6	​	70.0	​	(19%)	​	107.3	​	87.3	​	23%
Capital Expenditures^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	38.4	​	27.2	​	41%	​	94.1	​	89.3	​	5%
Non-sustaining^3^	​	12.3	​	1.3	​	846%	​	38.8	​	3.4	​	1,041%
Séguéla construction	​	—	​	1.9	​	(100%)	​	—	​	50.0	​	(100%)
Brownfields	​	(0.5)	​	3.3	​	(115%)	​	9.0	​	10.7	​	(16%)
As at	​	​	​	​	​	​	​	September 30, 2024	​	December 31, 2023	​	% Change
Cash and cash equivalents	​	​	​	​	​	​	​	180.6	​	128.1	​	41%
Total assets	​	​	​	​	​	​	​	2,083.6	​	1,967.9	​	6%
Debt	​	​	​	​	​	​	​	124.1	​	206.8	​	(40%)
Equity attributable to Fortuna shareholders	​	​	​	​	​	​	​	1,420.4	​	1,238.4	​	15%
^1^Refer to Non-IFRS financial measures	​	​	​	​	​	​	​	​	​	​	​	​
^2^Capital expenditures are presented on a cash basis	​	​	​	​	​	​	​	​	​	​	​	​
^3^ Non-sustaining expenditures include greenfields exploration
Figures may not add due to rounding	​	​	​	​	​	​	​	​	​	​	​	​

​ Fortuna | 6

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

FINANCIAL RESULTS

​

Sales

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
​	​	2024		2023		% Change		2024	​	2023	​	% Change
Provisional sales $	​	​	​	​	​	​	​	​	​	​	​	​
Lindero	​	66.3	​	42.9	​	55%	​	161.5	​	146.1	​	11%
Yaramoko	​	69.3	​	65.6	​	6%	​	199.6	​	172.9	​	15%
Séguéla	​	84.3	​	68.4	​	23%	​	233.7	​	68.4	​	242%
San Jose	​	23.1	​	44.2	​	(48%)	​	76.3	​	118.5	​	(36%)
Caylloma	​	31.1	​	22.8	​	36%	​	86.4	​	75.5	​	14%
Adjustments^1^	​	0.8	​	(0.8)	​	(200%)	​	2.3	​	(4.3)	​	153%
Total sales $	​	274.9	​	243.1	​	13%	​	759.8	​	577.1	​	32%
^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 and to gold at San Jose

​

Third Quarter 2024 vs Third Quarter 2023

​

Consolidated sales for the three months ended September 30, 2024 were $274.9 million, a 13% increase from the $243.1 million reported in the same period in 2023. Sales by reportable segment for the three months ended September 30, 2024 were as follows:

●	Lindero recognized adjusted sales of $66.3 million from the sale of 26,655 ounces of gold, a 55% increase from the same period in 2023. Sales increased at Lindero primarily due to higher realized metal prices of $2,503 per gold ounce compared to $1,910 in the comparable period as well as higher ounces sold due to higher production and the sale of 2,883 ounces that were held in inventory at the end of the second quarter of 2024. See "Results of Operations – Lindero Mine, Argentina" for additional information.
●	Yaramoko recognized adjusted sales of $69.3 million from the sale of 27,995 ounces of gold which was 6% higher than the same period in 2023. Higher gold sales at Yaramoko were primarily driven by higher realized metal prices of $2,474 per gold ounce compared to $1,932 in the comparable period and partially offset by lower production. Lower production for the quarter was due to continuing development operations providing lower grade feed for the mill. See "Results of Operations – Yaramoko Mine, Burkina Faso" for additional information.
---	---
●	Séguéla recognized adjusted sales of $84.3 million from the sale of 33,816 ounces of gold, a 23% increase compared to the same period in 2023. Higher sales were primarily the result of higher metal prices of $2,494 per ounce compared to $1,927 in the previous period. See "Results of Operations – Séguéla Mine, Côte d’Ivoire" for additional information.
---	---
●	San Jose recognized adjusted sales of $23.9 million, a 45% decrease from the $43.5 million reported in the same period in 2023. Lower sales for the period were the result of lower production due to lower tonnes and grades as the mine is operating at the tail end of its known reserves. This was partially offset by higher realized metal prices. See "Results of Operations – San Jose Mine, Mexico" for additional information.
---	---
●	Caylloma recognized adjusted sales of $31.1 million compared to $22.7 million reported in the same period in 2023. Higher sales were the result of higher silver ounces sold and realized silver prices. See "Results of Operations – Caylloma Mine, Peru" for additional information.
---	---

​

​ Fortuna | 7

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

First Nine months of 2024 vs First Nine months of 2023

​

Consolidated sales for the nine months ended September 30, 2024 were $759.8 million, a 32% increase from the $577.1 million reported in the same period in 2023. Sales by reportable segment for the nine months ended September 30, 2024 were as follows:

●	Lindero recognized adjusted sales of $161.5 million from the sale of 69,886 ounces of gold, an 11% increase from the same period in 2023. The increase in sales was due to higher realized metal prices of $2,316 per gold ounce compared to $1,923 and partially offset by lower ounces sold in the comparable period. See "Results of Operations – Lindero Mine, Argentina" for additional information.
●	Yaramoko recognized adjusted sales of $199.6 million from the sale of 86,621 ounces of gold, which was 15% higher than the same period in 2023. Higher gold sales at Yaramoko were primarily driven by higher realized metal prices of $2,304 per gold ounce compared to $1,932 in the comparable period. See "Results of Operations – Yaramoko Mine, Burkina Faso" for additional information.
---	---
●	Séguéla recognized adjusted sales of $233.7 million from the sale of 101,369 ounces of gold compared to $68.4 million in the comparable period. The increase in sales is a result of nine months of production in 2024 compared to three months in the comparable period as the mine was under construction during the first half of 2023. See "Results of Operations – Séguéla Mine, Côte d’Ivoire" for additional information.
---	---
●	San Jose recognized adjusted sales of $78.2 million, a 32% decrease from the $115.6 million reported in the same period in 2023. The decrease in sales was primarily driven by lower production from lower tonnes milled and lower grades as the mine exhausts Mineral Reserves in line with the mine plan. This was partially offset by higher metal prices. See "Results of Operations – San Jose Mine, Mexico" for additional information.
---	---
●	Caylloma recognized adjusted sales of $86.8 million compared to $74.1 million reported in the same period in 2023. The increase in sales was primarily the result of higher silver prices and higher silver production offsetting lower zinc production. See "Results of Operations – Caylloma Mine, Peru" for additional information.
---	---

​

​

Operating Income (Loss) and Adjusted EBITDA^2^

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,									​	Nine months ended September 30,
​		2024			%^1^		2023			%^1^		2024			%^1^		2023			%^1^
Operating income (loss)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Lindero	​	​	19.5	​	29%	​	​	2.1	​	5%	​	​	37.0	​	23%	​	​	16.3	​	11%
Séguéla	​	​	26.6	​	31%	​	​	30.9	​	45%	​	​	71.7	​	31%	​	​	30.6	​	45%
Yaramoko	​	​	24.8	​	36%	​	​	10.0	​	15%	​	​	65.4	​	33%	​	​	34.0	​	20%
San Jose	​	​	(3.0)	​	(12%)	​	​	3.9	​	9%	​	​	(0.6)	​	(1%)	​	​	4.8	​	4%
Caylloma	​	​	9.8	​	31%	​	​	5.3	​	23%	​	​	29.5	​	34%	​	​	19.3	​	26%
Corporate	​	​	(5.0)	​	​	​	​	(6.8)	​	​	​	​	(27.8)	​	​	​	​	(28.0)	​	​
Total	​	​	72.7	​	26%	​	​	45.4	​	19%	​	​	175.2	​	23%	​	​	77.0	​	13%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted EBITDA^2^	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Lindero	​	​	35.7	​	54%	​	​	12.6	​	29%	​	​	80.6	​	50%	​	​	50.8	​	35%
Séguéla	​	​	51.8	​	61%	​	​	42.7	​	62%	​	​	144.0	​	62%	​	​	42.4	​	62%
Yaramoko	​	​	36.7	​	53%	​	​	33.4	​	57%	​	​	102.1	​	51%	​	​	88.8	​	51%
San Jose	​	​	(2.1)	​	(9%)	​	​	14.7	​	34%	​	​	0.6	​	1%	​	​	33.6	​	29%
Caylloma	​	​	14.3	​	46%	​	​	7.6	​	34%	​	​	39.9	​	46%	​	​	27.6	​	36%
Corporate	​	​	(5.1)	​	​	​	​	(6.4)	​	​	​	​	(28.1)	​	​	​	​	(29.3)	​	​
Total	​	​	131.3	​	48%	​	​	104.6	​	45%	​	​	339.1	​	45%	​	​	213.9	​	37%
^1^ As a Percentage of Sales
^2^ Refer to Non-IFRS Financial Measures
Figures may not add due to rounding

Fortuna | 8

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

Third Quarter 2024 vs Third Quarter 2023

​

Operating income for the three months ended September 30, 2024 was $72.7 million, an increase of $27.3 million over the same period in 2023 which was primarily due to:

●	Higher operating income at the Lindero Mine due to higher sales and the expiration of the export duty of 8% on gold sales at the end of 2023.
●	Yaramoko saw an increase in operating income of $14.8 million primarily driven by higher sales as described above and lower depletion per ounce from the 55 Zone which was partially offset by higher royalties due to higher gold prices and a change in the royalty regime in Burkina Faso in the fourth quarter of 2023.
---	---
●	Séguéla recognized operating income of $26.6 million in the third quarter of 2024 compared to $30.9 million for the same period in 2023. Lower operating income was due to the third quarter of 2023 including a one time benefit from the sale of pre-commercial production inventory which significantly lowered the depletion cost per ounce. Operating income for the third quarter of 2024 at Séguéla included $16.8 million in depletion related to the purchase price of Roxgold Inc. in 2021.
---	---
●	San Jose recognized an operating loss of $3.0 million for the third quarter of 2024 compared to an operating income of $3.9 million for the same period of 2023. The decrease in operating income was the result of lower sales and production as the mine approaches closure.
---	---
●	Operating income at the Caylloma Mine for the third quarter of 2024 increased to $9.8 million compared to $5.3 million in the comparable period as a result of higher sales as described above.
---	---

​

After adjusting for items that are not indicative of future operating earnings, adjusted EBITDA (refer to Non-IFRS Financial Measures) was $131.3 million for the three months ended September 30, 2024, an increase of $26.7 million over the same period in 2023. Higher adjusted EBITDA was primarily the result of higher sales due to higher realized metal prices for gold and silver offsetting the negative contribution from San Jose.

​

The most comparable IFRS measure to the Non-IFRS measure adjusted EBITDA is net income. Net income for the three months ended September 30, 2024 was $54.4 million. Refer to the section entitled “Non-IFRS Measures” for more detailed information.

​

First Nine months of 2024 vs First Nine months of 2023

​

Operating income for the nine months ended September 30, 2024 was $175.2 million, an increase of $98.2 million over the same period in 2023 which was primarily due to:

●	Higher operating income at the Lindero Mine due to higher sales and the expiration of the export duty of 8% on gold sales at the end of 2023.
●	Yaramoko saw an increase in operating income to $65.4 million compared to $34.0 million in the previous period primarily driven by higher metal prices and a lower cost of depletion per ounce from the 55 Zone partially offset by higher energy costs from diesel power generation due to grid power constraints in the second quarter and a $2.8 million write-down of marginal stockpiles.
---	---
●	Séguéla recognized operating income of $71.7 million in the first nine months compared to $30.6 million in the same period in 2023. The increase was a result of nine months of operations in 2024 compared to three months in the comparable period as the mine was under construction during the first half of 2023. Operating income at Séguéla included $47.8 million in depletion related to the purchase price of Roxgold Inc. in 2021.
---	---

Fortuna | 9

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

●	For the first nine months of 2024 San Jose recognized an operating loss of $0.6 million compared to operating income of $4.8 million for the same period of 2023. The decrease in operating income was the result of lower sales and production as the mine approaches closure.
●	Operating income at the Caylloma Mine for the first nine months of 2024 was $29.5 million, an increase from $19.3 million in the same period of 2023 as a result of higher realized metal prices and higher silver ounces sold.
---	---

​

After adjusting for items that are not indicative of future operating earnings, adjusted EBITDA (refer to Non-IFRS Financial Measures) was $339.1 million for the nine months ended September 30, 2024, an increase of $125.2 million over the same period in 2023. Higher adjusted EBITDA was primarily the result of the Séguéla Mine contributing nine months of adjusted EBITDA compared to three months in the comparable period offsetting lower adjusted EBITDA at San Jose.

​

The most comparable IFRS measure to the Non-IFRS measure adjusted EBITDA is net income. Net income for the nine months ended September 30, 2024 was $126.8 million. Refer to the section entitled “Non-IFRS Measures” for more detailed information.

​

All-in Sustaining Cash Cost (“AISC”)

​

Third Quarter 2024 vs Third Quarter 2023

​

Consolidated AISC per gold equivalent ounce (“GEO”) sold for the second quarter of 2024 was $1,696 compared to $1,313 for the comparable quarter of 2023. Higher AISC for the period was the result of higher sustaining capital due to the construction of the Lindero leach pad expansion which contributed $150 per ounce as well as higher capitalized stripping at the Séguéla Mine as material was extracted from lower depths in the Antenna, Ancien and Koula pits. Lower GEOs sold was also a factor due to lower production at Yaramoko and San Jose and the impact of higher gold prices on the calculation of GEOs for silver and base metals. Adjusting for San Jose, which is mining its last year of Mineral Reserves, AISC per GEO was $1,594 for the current quarter.

​

First Nine months of 2024 vs First Nine months of 2023

​

Consolidated AISC per GEO sold for the first nine months of 2024 was $1,618 compared to $1,508 for the comparable period of 2023. The higher AISC was the result of higher sustaining capital from the Lindero leach pad expansion which accounted for $109 per ounce, higher stripping costs at Séguéla, higher cash costs and higher royalties due to higher metal prices. This was partially offset by higher GEOs sold primarily due to the contribution of nine months of production from Séguéla compared to three months in the comparable period. Adjusting for San Jose, which is mining its last year of Mineral Reserves, AISC per GEO was $1,533 for the first nine months of 2024.

​

​ Fortuna | 10

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

General and Administrative (“G&A”) Expenses

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,							​	Nine months ended September 30,
(Expressed in millions)	​	2024		​	2023		​	% Change	​	2024		​	2023		​	% Change
Mine G&A	​	​	9.9	​	​	8.4	​	18%	​	​	26.6	​	​	20.5	​	30%
Corporate G&A	​	​	3.9	​	​	5.5	​	(29%)	​	​	19.8	​	​	19.7	​	1%
Share-based payments	​	​	2.1	​	​	0.5	​	320%	​	​	10.1	​	​	3.8	​	166%
Workers' participation	​	​	0.1	​	​	0.2	​	(50%)	​	​	0.2	​	​	0.2	​	0%
Total	​	​	16.0	​	​	14.6	​	10%	​	​	56.7	​	​	44.2	​	28%

​

G&A expenses for the three months ended September 30, 2024 increased 10% to $16.0 million compared to $14.6 million reported in the same period in 2023. The increase was the result of higher share-based payments.

​

G&A expenses for the nine months ended September 30, 2024 increased 28% to $56.7 million compared to $44.2 million reported in the same period in 2023. The increase was the result of nine months of G&A at Séguéla compared to three months in the comparable period and higher shared-based payments due to the increase in value of the share price over the year and the impact on the valuation of restricted share units expected to settle in cash.

​

Foreign Exchange Loss

​

Foreign exchange gain for the three months ended September 30, 2024 was $3.4 million compared to a foreign exchange loss of $4.9 million reported in the same period in 2023. The gain on foreign exchange was the result of an appreciation of the Euro relative to the US dollar and the impact on cash and VAT receivable balances in West Africa denominated in the West Africa Franc. The devaluation of the Argentine Peso was also at a slower pace in the third quarter of 2024 compared to the previous year.

​

Foreign exchange loss for the nine months ended September 30, 2024 decreased $6.4 million to $2.1 million compared to $8.5 million reported in the same period in 2023. The decrease in the foreign exchange loss was a result of a slower pace of devaluation of the Argentine Peso relative to the US dollar over 2024 and smaller losses on VAT receivables and cash balances denominated in the West African Franc. The previous year was also impacted by the appreciation of the Mexican Peso.

​

Income Tax Expense

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

​

Income tax expense for the three months ended September 30, 2024 was $15.1 million compared to $6.6 million reported in the same period in 2023. The $8.5 million increase in the income tax expense was a result of higher income before taxes primarily driven by Séguéla. In the comparable period Séguéla made use of non-capital losses that had not previously been recognized to reduce current income tax.

​ Fortuna | 11

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

Income tax expense for the nine months ended September 30, 2024 was $37.3 million compared to $15.6 million reported in the same period in 2023. The $21.7 million increase in the income tax expense was a result of the accrual of income taxes at Séguéla and partially offset by the recognition of a $12.0 million deferred tax asset related to the issuance of the 2024 Notes (refer to the “Capital Resources” section) that had previously been unrecognized.

​

The ETR for the three months ended September 30, 2024 was 22% compared to 19% for the same period in 2023. The increase of 3% is primarily a result of the accrual of income taxes at Séguéla.

​

The ETR for the nine months ended September 30, 2024 was 23% compared to 25% for the same period in 2023. The decrease of 2% is primarily a result of the accrual of income tax at Séguéla being offset by the impact of the issuance of the 2024 Notes described above.

​

RESULTS OF OPERATIONS

​

Lindero Mine, Argentina

The Lindero Mine is an open pit gold mine located in the 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 September 30,				​	​	Nine months ended September 30,
​	****	​	2024		​	2023		​	2024		​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes placed on the leach pad	​	​	1,654,101	​	​	1,467,578	​	​	4,610,215	​	​	4,449,049
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	0.66	​	​	0.62	​	​	0.62	​	​	0.65
Production (oz)	​	​	24,345	​	​	20,933	​	​	70,481	​	​	71,647
Metal sold (oz)	​	​	26,655	​	​	22,242	​	​	69,886	​	​	74,194
Realized price ($/oz)	​	​	2,503	​	​	1,910	​	​	2,316	​	​	1,923
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au)^1^	​	​	1,042	​	​	987	​	​	1,047	​	​	915
All-in sustaining cash cost ($/oz Au)^1^	​	​	1,962	​	​	1,609	​	​	1,881	​	​	1,568
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's)^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	20,678	​	​	7,669	​	​	46,636	​	​	28,751
Sustaining leases	​	​	586	​	​	598	​	​	1,771	​	​	1,795
Non-sustaining	​	​	219	​	​	353	​	​	568	​	​	676
^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 third quarter of 2024, 2.1 million tonnes of ore were mined, with a stripping ratio of 1:1. A total of 1,654,101 tonnes of ore was placed on the heap leach pad at an average gold grade of 0.66 g/t, containing an estimated 34,925 ounces of gold. The 13% increase in tonnes placed on the leach pad when compared to the third quarter of 2023 is mainly due to mine sequencing. Fortuna | 12

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

​

Lindero’s total gold production for the quarter was 24,345 ounces of gold, comprised of 22,569 ounces in doré bars, 1,754 ounces contained in rich fine carbon, and 21 ounces contained in copper precipitate. The 16% increase from the third quarter of 2023, is due to an increase in tonnes placed on the leach pad and higher gold grade in the third quarter of 2024.

​

The cash cost per ounce of gold for the quarter ended September 30, 2024 was $1,042 compared to $987 in the same period of 2023. The increase in cash cost per ounce of gold was related to increased mine costs as a result of additional heavy equipment rentals and labour costs.

​

The all-in sustaining cash cost per gold ounce sold during Q3 2024 was $1,962, an increase from $1,609 in the third quarter of 2023. The increase for the quarter was primarily due to higher cash costs as described above and higher sustaining capital expenditures to support the expansion of the heap leach pad which accounted for $580 per ounce in the quarter.

​

As of September 30, 2024, the $51.8 million leach pad expansion project ($41.7 million capital investment in 2024) was approximately 76% complete and tracking on budget. Procurement is complete, with items onsite. Liner installation is approximately 44% complete. In October of 2024, the Company started placing ore on the leach pad expansion and practical completion is expected by year-end. Minor construction activities and contractor demobilization are planned for early 2025.

​ Fortuna | 13

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

Yaramoko Mine , Burkina Faso

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
​	****	​	2024		​	2023		​	2024		​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	123,754	​	​	137,281	​	​	352,864	​	​	421,133
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	6.71	​	​	7.72	​	​	7.92	​	​	6.52
Recovery (%)	​	​	98	​	​	99	​	​	98	​	​	98
Production (oz)	​	​	28,006	​	​	34,036	​	​	86,630	​	​	89,476
Metal sold (oz)	​	​	27,995	​	​	33,971	​	​	86,621	​	​	89,448
Realized price ($/oz)	​	​	2,474	​	​	1,932	​	​	2,304	​	​	1,932
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au)^1^	​	​	974	​	​	753	​	​	876	​	​	764
All-in sustaining cash cost ($/oz Au)^1^	​	​	1,373	​	​	1,213	​	​	1,379	​	​	1,429
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's)^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	5,381	​	​	9,451	​	​	20,112	​	​	37,318
Sustaining leases	​	​	1,002	​	​	1,161	​	​	3,069	​	​	3,681
Non-sustaining	​	​	2,463	​	​	–	​	​	4,005	​	​	–
Brownfields	​	​	(1,217)	​	​	1,447	​	​	1,543	​	​	3,656
^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 third quarter of 2024, 123,754 tonnes of ore were treated at an average head grade of 6.71 g/t Au, producing 28,006 ounces of gold. This represents a 13% decrease in grade and an 18% decrease in production, when compared to the same period in 2023. The gold grade was lower than predicted in the mine plan due to continuing development operations providing lower grade ore and the milling of supplementary low-grade stockpiles.

​

During the quarter, 80,740 tonnes of ore were mined averaging 7.41 g/t Au from the 55 Zone, and 21,905 tonnes of ore averaging 9.02 g/t Au from QV Prime, totaling 102,645 tonnes averaging 7.75 g/t Au.

​

The cash cost per ounce of gold sold for the quarter ended September 30, 2024, was $974, compared to $753 in the same period in 2023. The increase for the quarter is mainly attributed to higher mining and indirect costs and lower volume of ounces sold due to lower grades.

​

The all-in sustaining cash cost per gold ounce sold was $1,373 for the quarter ended September 30, 2024, compared to $1,213 in the same period of 2023. The increase in the quarter was primarily due to higher cash costs described above, and a change in the royalty regime in Burkina Faso which increased the royalty rate from 5% to 7% when the gold price is over $2,000 per ounce. This was partially offset by lower sustaining capital expenditure in 2024.

​ Fortuna | 14

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (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, and began commercial production on July 1, 2023. 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 September 30,				​	​	Nine months ended September 30,
​	****	​	2024		​	2023		​	2024		​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	418,390	​	​	310,387	​	​	1,131,684	​	​	419,992
Average tonnes crushed per day	​	​	4,548	​	​	3,695	​	​	4,115	​	​	2,762
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	2.69	​	​	3.83	​	​	2.94	​	​	3.28
Recovery (%)	​	​	92	​	​	93	​	​	93	​	​	94
Production (oz)	​	​	34,998	​	​	31,498	​	​	102,537	​	​	35,521
Metal sold (oz)	​	​	33,816	​	​	35,503	​	​	101,369	​	​	35,503
Realized price ($/oz)	​	​	2,494	​	​	1,927	​	​	2,305	​	​	1,927
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au)^1^	​	​	655	​	​	397	​	​	559	​	​	397
All-in sustaining cash cost ($/oz Au)^1^	​	​	1,176	​	​	788	​	​	1,073	​	​	788
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's)^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	5,992	​	​	3,147	​	​	14,827	​	​	3,147
Sustaining leases	​	​	2,332	​	​	3,044	​	​	7,034	​	​	3,044
Non-sustaining	​	​	4,797	​	​	-	​	​	14,437	​	​	-
Brownfields	​	​	187	​	​	-	​	​	6,273	​	​	-
^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 third quarter of 2024, mine production totaled 484,050 tonnes of ore, averaging 2.48 g/t Au, and containing an estimated 38,661 ounces of gold from the Antenna, Ancien and Koula pits. Movement of waste during the quarter totaled 2,935,335 tonnes, for a strip ratio of 6:1. Production was mainly focused from the Antenna pit which produced 412,063 tonnes of ore, with the balance of production sourced from the Koula and Ancien pits.

​

In the third quarter of 2024, Séguéla processed 418,390 tonnes, producing 34,998 ounces of gold, at an average head grade of 2.69 g/t Au, an 11% increase and 30% decrease, respectively, compared to the third quarter in 2023. The decrease in gold grade is in line with the planned mining sequence. Plant throughput for the quarter averaged 208 tonnes per hour (tph), 35% higher than name plate design capacity of 154 tph. The power outages that were experienced in the second quarter did not affect processing plant operations in the third quarter and enabled an increase in the tonnes processed. However, a failure of the drive shaft of the main apron feeder in early July required a repair which reduced throughput rates while the repairs were completed. Throughput rates were subsequently increased, averaging 216 tph in September.

​ Fortuna | 15

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

The cash cost per gold ounce sold was $655 for the quarter ended September 30, 2024, compared to $397 in the same period of 2023. The increase is explained by the higher head grade and low-cost production associated with Séguéla’s first quarter of operations in the comparative period. The lower cost of production was mostly related to low-strip mining, shorter haulage, and lower maintenance costs.

​

The all-in sustaining cash cost per gold ounce sold was $1,176 for the quarter ending September 30, 2024, an increase from $788 for the same period in 2023. This increase is due to increased cash costs and increased sustaining capital expenditures in 2024 for stripping activities.

​

Looking forward into 2025, the Séguéla mine plans to operate at approximately 35 percent higher throughput rate compared to nameplate design, and at a stripping ratio closer to the Mineral Reserve average of 13:1 compared to 6:1 year to date. The higher throughput achieved through optimization initiatives in 2024 has not required any material capital expenditures.  As a result of sustained higher production rates, the mine will correspondingly face an acceleration of infrastructure requirements in the approximate amount of $10 million above 2024 infrastructure capex figures. These capital projects are primarily related to the early expansion of the tailings storage facility, relocation of the Sunbird communications tower for development of the Sunbird pit, and land access to new mineral deposits and related compensation payments. Management anticipates that advancing these infrastructure projects will unlock annual target production rates of between 140k to 200k ounces in our life of mine plans.

​ Fortuna | 16

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

​

San Jose Mine, Mexico

​

The San Jose Mine is an underground silver-gold mine located in the state of Oaxaca in southern Mexico. The following table shows the key metrics used to measure the operating performance of the mine: tonnes milled, grade, recovery, gold and silver production, and unit costs:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
​	****	​	2024	****	​	2023	****	​	2024	****	​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	188,212	​	​	247,542	​	​	545,529	​	​	689,165
Average tonnes milled per day	​	​	2,163	​	​	2,845	​	​	2,106	​	​	2,790
​	​	​	​	​	​	​	​	​	​	​	​	​
Silver	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	99	​	​	189	​	​	128	​	​	180
Recovery (%)	​	​	86	​	​	91	​	​	87	​	​	91
Production (oz)	​	​	510,741	​	​	1,372,530	​	​	1,954,028	​	​	3,633,107
Metal sold (oz)	​	​	533,812	​	​	1,347,719	​	​	1,946,637	​	​	3,618,723
Realized price ($/oz)	​	​	29.45	​	​	23.65	​	​	27.12	​	​	23.37
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	0.74	​	​	1.14	​	​	0.90	​	​	1.11
Recovery (%)	​	​	85	​	​	91	​	​	86	​	​	90
Production (oz)	​	​	3,771	​	​	8,205	​	​	13,573	​	​	22,215
Metal sold (oz)	​	​	3,941	​	​	8,068	​	​	13,411	​	​	22,118
Realized price ($/oz)	​	​	2,484	​	​	1,932	​	​	2,296	​	​	1,930
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Ag Eq)^1,2^	​	​	29.40	​	​	13.73	​	​	25.01	​	​	13.37
All-in sustaining cash cost ($/oz Ag Eq)^1,2^	​	​	32.65	​	​	18.04	​	​	27.67	​	​	18.66
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's)^3^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	–	​	​	3,462	​	​	–	​	​	10,828
Sustaining leases	​	​	198	​	​	256	​	​	675	​	​	632
Non-sustaining	​	​	2,535	​	​	385	​	​	8,325	​	​	1,178
Brownfields	​	​	–	​	​	1,082	​	​	–	​	​	2,958
^1^ Cash cost silver equivalent and All-in sustaining cash cost silver equivalent are calculated using realized metal prices for each period respectively
^2^Cash cost silver equivalent, and All-in sustaining cash cost silver equivalent are Non-IFRS Financial Measures, refer to Non-IFRS Financial Measures
^3^ Capital expenditures are presented on a cash basis

​ Fortuna | 17

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

Quarterly Operating and Financial Highlights

​

In the third quarter of 2024, San Jose produced 510,741 ounces of silver and 3,771 ounces of gold, 63% and 54% decreases respectively, at average head grades for silver and gold of 99 g/t and 0.74 g/t, a 48% decrease and 35% decrease respectively, when compared to the same period in 2023. During the third quarter the mine plan included areas near old workings at the upper level of the mine which have a higher level of geological uncertainty. These areas accounted for 46% of quarterly production and returned 36% lower head grades and 28% lower tonnage than expected. The mine plan for the fourth quarter continues to encompass areas of high geologic uncertainty.

​

The processing plant milled 188,212 tonnes averaging 2,163 tonnes per day. Metallurgical recoveries were impacted by higher iron oxide material from upper levels mined during the period.

​

The cash cost per silver equivalent ounce for the three months ending September 30, 2024, was $29.40, an increase from $13.73 in the same period of 2023. The higher cost per ounce was primarily the result of lower production and silver equivalent ounces sold as described above and the impact of fixed costs being spread across fewer ounces sold.

​

The all-in sustaining cash cost per payable silver equivalent ounce for the three months ended September 30, 2024, increased by 81% to $32.65 from $18.04 for the same period in 2023. These increases were mainly driven by higher cash costs and lower production, which was partially offset by lower capital expenditures.

​

Following Management’s evaluation of the options available for San Jose, the Company is planning to initiate the progressive closure of the San Jose mine starting in the first quarter of 2025. A comprehensive multi-year closure and monitoring plan and budget are expected to be completed in the fourth quarter of 2024. The plan considers concurrent closure activities with reduced mining operations, which may continue for up to eighteen months at rates of under 1,000 tonnes per day in selected portions of the remaining Mineral Resources in the underground mine. Management expects production income can offset a significant portion of closure costs in the initial years.

​ Fortuna | 18

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (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 September 30,				​	​	Nine months ended September 30,
​	****	​	2024		​	2023		​	2024		​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	138,030	​	​	140,077	​	​	411,669	​	​	403,076
Average tonnes milled per day	​	​	1,551	​	​	1,556	​	​	1,548	​	​	1,515
​	​	​	​	​	​	​	​	​	​	​	​	​
Silver	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	82	​	​	83	​	​	84	​	​	84
Recovery (%)	​	​	84	​	​	82	​	​	83	​	​	82
Production (oz)	​	​	305,446	​	​	308,221	​	​	927,304	​	​	896,583
Metal sold (oz)	​	​	338,768	​	​	275,708	​	​	931,820	​	​	875,365
Realized price ($/oz)	​	​	29.24	​	​	23.93	​	​	26.98	​	​	23.50
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	0.11	​	​	0.13	​	​	0.11	​	​	0.13
Recovery (%)	​	​	27	​	​	24	​	​	28	​	​	24
Production (oz)	​	​	131	​	​	149	​	​	424	​	​	404
Metal sold (oz)	​	​	46	​	​	18	​	​	169	​	​	40
Realized price ($/oz)	​	​	2,512	​	​	1,921	​	​	2,233	​	​	1,902
​	​	​	​	​	​	​	​	​	​	​	​	​
Lead	​	​	​	​	​	​	​	​	​	​	​	​
Grade (%)	​	​	3.62	​	​	3.66	​	​	3.64	​	​	3.66
Recovery (%)	​	​	91	​	​	92	​	​	91	​	​	92
Production (000's lbs)	​	​	9,998	​	​	10,337	​	​	30,053	​	​	30,053
Metal sold (000's lbs)	​	​	10,934	​	​	9,232	​	​	30,181	​	​	29,433
Realized price ($/lb)	​	​	0.93	​	​	0.97	​	​	0.95	​	​	0.98
​	​	​	​	​	​	​	​	​	​	​	​	​
Zinc	​	​	​	​	​	​	​	​	​	​	​	​
Grade (%)	​	​	4.64	​	​	5.07	​	​	4.63	​	​	5.07
Recovery (%)	​	​	91	​	​	90	​	​	90	​	​	90
Production (000's lbs)	​	​	12,809	​	​	14,037	​	​	38,032	​	​	41,125
Metal sold (000's lbs)	​	​	13,411	​	​	13,959	​	​	38,586	​	​	41,759
Realized price ($/lb)	​	​	1.26	​	​	1.10	​	​	1.22	​	​	1.26
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Ag Eq)^1,2^	​	​	14.88	​	​	15.25	​	​	13.45	​	​	14.10
All-in sustaining cash cost ($/oz Ag Eq)^1,2^	​	​	22.69	​	​	21.14	​	​	19.90	​	​	19.03
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's)^3^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	6,310	​	​	3,514	​	​	12,480	​	​	9,267
Sustaining leases	​	​	(9)	​	​	813	​	​	1,871	​	​	2,626
Brownfields	​	​	516	​	​	797	​	​	1,208	​	​	1,337
^1^ Cash cost silver equivalent and All-in sustaining cash cost silver equivalent are calculated using realized metal prices for each period respectively
^2^ Cash cost silver equivalent, and All-in sustaining cash cost silver equivalent are Non-IFRS Financial Measures, refer to Non-IFRS Financial Measures
^3^ Capital expenditures are presented on a cash basis

​

​ Fortuna | 19

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

Quarterly Operating and Financial Highlights

​

The Caylloma Mine produced 305,446 ounces of silver at an average head grade of 82 g/t Ag in the third quarter of 2024, reflecting similar production as the previous quarter.

​

Zinc and lead production was 12.8 million pounds and 10.0 million pounds, respectively, with average head grades of 4.64% Zn and 3.62% Pb, representing an 8% decrease and 1% decrease, respectively, when compared to the third quarter of 2023. Zinc production decreased by 9% and lead production decreased by 3% when compared to the same period in 2023. The lower production is the result of lower head grades delivered to the plant, in accordance with the planned mining sequence for the period.

​

The cash cost per silver equivalent ounce sold for the three months ended September 30, 2024 was $14.88, a 2% decrease compared to the comparable period in 2023. Cash costs for the mine were lower for the period due to lower ground support costs as mining took place in more competent rock and lower plant costs but was offset by lower silver equivalent ounces sold due to high silver prices and the impact on the calculation of silver equivalent for lead and zinc.

​

The all-in sustaining cash cost per ounce of payable silver equivalent for the three months ended September 30, 2024, was $22.69 compared to $21.14 for the same period in 2023. The increase is due to higher sustaining capital expenditures in the third quarter of 2024 compared to the same period in 2023 and the impact of higher silver prices on the calculation of silver equivalent ounces for base metals. If silver equivalent ounces were calculated using guidance prices, the all-in sustaining cost per ounce would have been approximately $19.38

​

QUARTERLY INFORMATION

​

The following table provides information for the last eight fiscal quarters up to September 30, 2024:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		Q3 2024		Q2 2024		Q1 2024		Q4 2023		Q3 2023		Q2 2023		Q1 2023		Q4 2022
Sales	​	274.9	​	260.0	​	224.9	​	265.3	​	243.1	​	158.4	​	175.7	​	164.7
Mine operating income	​	86.9	​	79.9	​	69.9	​	51.9	​	65.9	​	31.9	​	40.4	​	26.0
Operating income (loss)	​	72.7	​	55.4	​	47.1	​	(77.4)	​	45.4	​	7.7	​	23.9	​	(173.1)
Net income (loss)	​	54.4	​	43.3	​	29.1	​	(89.8)	​	30.9	​	3.5	​	11.9	​	(160.4)
Attributable net income (loss)	​	50.5	​	40.6	​	26.3	​	(92.3)	​	27.5	​	3.1	​	10.9	​	(152.7)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Basic (loss) earnings per share	​	0.16	​	0.13	​	0.09	​	(0.30)	​	0.09	​	0.01	​	0.04	​	(0.52)
Diluted (loss) earnings per share	​	0.16	​	0.13	​	0.09	​	(0.30)	​	0.09	​	0.01	​	0.04	​	(0.52)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total assets	​	2,083.6	​	2,024.8	​	1,947.4	​	1,967.9	​	2,046.6	​	1,991.5	​	1,946.1	​	1,876.2
Debt	​	124.1	​	167.2	​	167.6	​	206.8	​	246.6	​	285.9	​	244.9	​	219.2

​

Figures may not add due to rounding

​

Sales increased 6% in the third quarter of 2024 to $274.9 million compared to $260.0 million in the second quarter of 2024 due to higher precious metal prices offsetting lower gold equivalent production. Net income increased by $11.1 million compared to the second quarter of 2024 also as a result of higher metal prices.

​

Sales increased 16% in the second quarter of 2024 to $260.0 million compared to $224.9 million in the first quarter of 2024 due to higher gold equivalent production of 116,570 ounces compared to 112,543 in the previous quarter and higher metal prices. Net income increased by $14.2 million compared to the first quarter of 2024 due to higher sales and the recognition of a deferred tax recovery of $12.0 million to offset the deferred tax liability from the issuance of the 2024 Notes. Fortuna | 20

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

Sales decreased 15% in the first quarter of 2024 to $224.9 million compared to $265.3 million in the fourth quarter of 2023 due to lower production and partially offset by higher metal prices. Net income increased by $118.9 million compared to the fourth quarter of 2023 due to an impairment charge recognized at the San Jose Mine and a number of onetime charges in the previous quarter.

​

Sales increased 9% in the fourth quarter of 2023 to $265.3 million compared to $243.1 million in the third quarter of 2023 due to higher production. Net income decreased by $120.7 million compared to the third quarter of 2023 as a result of an impairment charge at San Jose and a number of onetime charges.

​

Sales increased 53% in the third quarter of 2023 to $243.1 million compared to $158.4 million in the second quarter of 2023. Sales in the quarter were impacted by the addition of Séguéla as an operating mine. Net income increased by $27.4 million compared to the second quarter of 2023 as a result of contributions from Séguéla which was in ramp-up during the previous quarter and the return to full operations at San Jose following an illegal blockade.

​

Sales decreased 10% in the second quarter of 2023 to $158.4 million compared to $175.7 million in the first quarter of 2023. Sales in the quarter were impacted by the illegal blockade at San Jose. Net income decreased by $8.4 million compared to the first quarter of 2023 as a result of lower sales and $7.3 million of other operating expenses related to care and maintenance, stand-by charges, and one-time payments associated with the work stoppages at Yaramoko and San Jose.

​

Sales increased 7% in the first quarter of 2023 to $175.7 million compared to $164.7 million in the fourth quarter of 2022 as higher gold sales and realized prices offset lower silver production. Net income increased by $172.3 million compared to the fourth quarter of 2022 as a result of an impairment charge of $182.8 million ($164.5 million net of tax) in the previous quarter.

​

LIQUIDITY AND CAPITAL RESOURCES

​

Cash and Cash Equivalents

The Company had cash and cash equivalents of $180.6 million at September 30, 2024 compared to $128.1 million at the end of 2023. The increased in cash and cash equivalents was a result of free cash flow generated from operations, the issuance of the 2024 Notes for $172.5 million and the election of the majority of the 2019 convertible debenture holders to redeem the debentures for common shares of the Company reducing the cash outlay to settle the debentures offset by the repayment of amounts outstanding under the revolving credit facility bringing the outstanding balance to $nil (excluding letters of credit) and capital expenditures at the mines. Significant cash flow movements for the quarter are described below.

​

Operating Activities

Cash flow generated from operating activities for the three months ending September 30, 2024 decreased to $92.9 million compared to $106.5 million in Q3 2023. Prior to working capital adjustments, the Company generated $119.3 million in operating cash flow compared to $106.2 million in the prior period primarily due to higher sales from higher metal prices. Operating cash flow for the quarter was impacted by negative working capital movements of $26.4 million which were primarily the result of an increase in VAT receivables at Lindero, Séguéla and Yaramoko. For Lindero and Séguéla, the collection of VAT receivables is expected to improve in the fourth quarter.

​

Higher income taxes paid for the quarter were the result of $6.0 million paid by Séguéla for the third and final installment on taxes accrued for 2023 taxable income and timing of payments in other jurisdictions.

​ Fortuna | 21

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

Investing Activities

For the three months ended September 30, 2024 the Company invested $50.2 million in capital expenditures on a cash basis consisting of $37.9 million in sustaining capital and $12.3 million in expansionary capital. Capital investments consisted primarily of the following:

​

Sustaining

●	$20.7 million at Lindero primarily for the construction of the heap leach pad expansion and capitalized stripping
●	$4.2 million at Yaramoko primarily for underground development
---	---
●	$6.2 million at Séguéla primarily for capitalized stripping and construction of a tailings dam raise
---	---
●	$6.8 million at Caylloma for underground development
---	---

​

Expansionary

●	$2.3 million related to exploration and study work at the Diamba Sud project
●	$2.5 million for exploration of the Yessi Vein and other expansionary targets at San Jose
---	---
●	$4.8 million in non-sustaining exploration at the Séguéla property
---	---
●	$2.5 million in non-sustaining exploration at the Yaramoko property
---	---

​

During the period, the Company also realized an investment gain of $3.2 million related to blue chip swaps at Lindero to access a foreign exchange window opened by the Argentine Government.

​

Financing Activities

Financing activities for the quarter primarily consisted of the following:

●	In July of 2024 a number of holders of the 2019 convertible debentures exercised their right to convert their debentures into common shares of the Company at an exercise price of $5.00 per share representing a conversion rate of 200 Common Shares per $1,000 principal amount of debentures. As a result the Company issued 7,184,000 common shares of the Company to such debenture holders and $35.9 million of the funds held in trust related to the proposed redemption of the 2019 convertible debentures were returned to the Company. The remaining debenture holders received a cash payment of $9.2 million from trust to redeem the 2019 convertible debentures
●	$1.3 million was paid to settle accrued costs related to the 2024 Note issuance
---	---
●	$4.2 million in lease payments
---	---

​

Capital Resources

Effective October 31, 2024, the Company entered into a fifth amended and restated credit agreement which reduces its secured revolving credit facility, with a syndicate of banks led by The Bank of Nova Scotia, and including Bank of Montreal, ING Capital LLC and National Bank of Canada. The amendment and restatement reduced the amount of the facility to $150 million from $250 million (the facility would have stepped down to $175 million in November 2024), and increased the uncommitted accordion option from $50 million to $75 million. The facility has a term of four years. Lower interest rates across certain levels of the margin grid and lower commitment fees were negotiated under the amended facility. Interest accrues 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. Commitment fees decreased approximately 0.6% to 0.9% across the margin grid.

​ Fortuna | 22

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

The Company’s principal operating subsidiaries in Argentina, Burkina Faso, Cote d’Ivoire and Peru, and their respective direct and indirect holding companies, have guaranteed the obligations of the Company under the amended and restated credit facility. The Company has pledged all of its assets to secure the payment of its obligations under the amended and restated credit facility, and the Company’s principal operating subsidiary in Peru has pledged all of its respective assets to secure its guarantees. All of the shares in the Company’s principal operating subsidiaries in Burkina Faso, Cote d’Ivoire, Peru and Senegal have also been pledged to secure the obligations owing under the amended and restated credit facility and the loan documents entered into in connection therewith. In addition, the Company’s principal operating subsidiary in Burkina Faso has also pledged its bank accounts to secure the obligations under its guarantee. All security granted by the Company’s operating subsidiary in Mexico and indirect holding companies under the previous facility has been released.

​

The amended and restated credit facility includes covenants customary for a facility of this nature including among other matters, reporting requirements, and positive, negative and financial covenants set out therein. As at September 30, 2024 the Company was in compliance with all of the covenants under the amended and restated credit facility.

​

As at November 6, 2024, the credit facility remains undrawn excluding letters of credit.

​

​	​	​	​	​	​	​	​	​	​
As at		September 30, 2024		​	December 31, 2023		​	Change
Cash and cash equivalents	​	​	180.6	​	​	128.1	​	​	52.5
Credit facility	​	​	250.0	​	​	250.0	​	​	-
Total liquidity available	​	​	430.6	​	​	378.1	​	​	52.5
Amount drawn on credit facility^1^	​	​	—	​	​	(165.0)	​	​	165.0
Net liquidity position	​	​	430.6	​	​	213.1	​	​	217.5
^1^Excluding letters of credit	​	​	​	​	​	​	​	​	​

​

Figures may not add due to rounding

​

On June 10, 2024, the Company issued an aggregate principal amount of $172.5 million of unsecured convertible senior notes (the “2024 Notes”) on a private placement basis before transaction costs of $6.4 million. The 2024 Notes bear interest at 3.75% per annum, payable semi-annually in arrears on June 30 and December 31 of each year beginning on December 31, 2024, and will mature on June 30, 2029. The 2024 Notes are the Company’s senior unsecured obligations and rank equally with all of the Company’s existing and future senior unsecured indebtedness.

​

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 (which represents an initial conversion price of approximately $6.591 per common share). A holder that surrenders 2024 Notes for conversion in connection with a “make-whole fundamental change” or a notice of redemption may in certain circumstances be entitled to an increased conversion rate.

​

The Company may not redeem the 2024 Notes before July 5, 2027, except in the event of certain changes in Canadian tax law. At any time on or after July 5, 2027, the Company may redeem all or part of the 2024 Notes for cash, but only if the last reported sale price of the Company’s common shares for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day prior to the date the Company provides notice of redemption exceeds 130% of the conversion price in effect on each such trading day. The redemption price will be equal to the sum of 100% of the principal amount of the 2024 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Company may also redeem the 2024 Notes upon the occurrence of certain changes to the laws governing Canadian withholding taxes. In addition, the Company will be required to offer to purchase for cash all of the outstanding 2024 Notes upon a “fundamental change” at a purchase price in cash equal to 100% of the principal amount of the 2024 Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date.

​ Fortuna | 23

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

The 2024 Notes are not listed, and the Company does not intend to apply for the listing of the 2024 Notes, on any securities exchange.

​

Contractual Obligations

Significant changes to our commitments and contractual obligations as at September 30, 2024 are outlined below.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Expected payments due by year as at September 30, 2024
​	​	​	Less than	​	​		​	​		​	​	After	​	​
​	​	​	1 year	****	​	1 - 3 years	****	​	4 - 5 years	​	​	5 years	​	​	Total
Trade and other payables	​	$	143,232	​	$	-	​	$	-	​	$	-	​	$	143,232
Debt	​	​	-	​	​	-	​	​	172,500	​	​	-	​	​	172,500
Income taxes payable	​	​	52,267	​	​	-	​	​	-	​	​	-	​	​	52,267
Lease obligations	​	​	22,915	​	​	44,443	​	​	4,691	​	​	7,068	​	​	79,117
Other liabilities	​	​	-	​	​	5,238	​	​	-	​	​	-	​	​	5,238
Closure and reclamation provisions	​	​	8,796	​	​	24,208	​	​	6,624	​	​	32,664	​	​	72,292
​	​	$	227,210	​	$	73,889	​	$	183,815	​	$	39,732	​	$	524,646

​

Off-Balance Sheet Arrangements

​

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

​

FINANCIAL INSTRUMENTS

​

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

​

Provisionally priced trade receivables of $19.3 million are the Company’s only level 2 fair valued instruments and no level 3 instruments are held.

​

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

​

See Note 3 (section m) and Note 28 of the 2023 Financial Statements for a discussion of the Company’s use of financial instruments, including a description of liquidity risks associated with such instruments.

​

​

​ Fortuna | 24

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

SHARE POSITION & OUTSTANDING OPTIONS & EQUITY BASED SHARE UNITS ****

The Company has 313,330,829 common shares outstanding as at November 6, 2024. In addition, there were 2,054,962 equity-settled performance share units outstanding. There were no incentive stock options outstanding.

​	​

​

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.

​

2019 Convertible Debenture

In July of 2024 a number of holders of the 2019 convertible debentures exercised their right to convert their debentures into common shares of the Company at an exercise price of $5.00 per share representing a conversion rate of 200 common shares per $1,000 principal amount of debentures. As a result, the Company issued 7,184,000 common shares of the Company to such debenture holders.

​

Normal Course Issuer Bid

On April 30, 2024, Fortuna announced that the TSX had approved the renewal of the Company’s NCIB program to purchase up to 15,287,201 of its outstanding common shares.

​

RELATED PARTY TRANSACTIONS ****

​

The Company has entered into the following related party transactions with key management personnel during the three and nine months ended September 30, 2024 and 2023:

​

Key Management Personnel

​

During the three and nine months ended September 30, 2024 and 2023, the Company was charged for consulting services by Mario Szotlender, a director of the Company.

Amounts paid to key management personnel were as follows:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
(Expressed in $ thousands)	​	2024			2023		​	2024			2023
Salaries and benefits	​	​	1,598	​	​	2,072	​	​	6,567	​	​	6,886
Directors fees	​	​	209	​	​	208	​	​	638	​	​	622
Consulting fees	​	​	17	​	​	17	​	​	50	​	​	50
Share-based payments	​	​	771	​	​	367	​	​	6,051	​	​	2,192
​	​	​	2,595	​	​	2,664	​	​	13,306	​	​	9,750

​

​

​

​

​

​

​

​

​

​

​

​ Fortuna | 25

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

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 Q3 2024 Financial Statements, including but not limited to: cash cost per ounce of gold; all-in sustaining cash cost per ounce of gold sold; all-in sustaining cash 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; all-in cash cost per payable ounce of silver equivalent sold; free cash flow and free cashflow from ongoing operations; adjusted net income; adjusted attributable net income; adjusted EBITDA; net debt and working capital.

​

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 except for all-in sustaining costs per silver equivalent ounce sold. Costs associated with right of use leases were removed in Q1 2024 to better align the calculation with all-in sustaining costs per gold equivalent ounces sold. Prior period comparatives have been updated to reflect the change.

​

​ Fortuna | 26

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

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.<br><br>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, and brownfield exploration expenditures are added to the cash cost. AISC is estimated at realized metal prices.	​	​
AISC per Ounce Sold	This ratio is calculated by dividing AISC by gold or silver equivalent ounces sold in the period.	​	​
All-In Costs	All-In Costs is calculated consistently with AISC but is inclusive of non-sustaining capital.	​	​

Fortuna | 27

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (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
Free cash Flow From Ongoing Operations	Free cash flow from ongoing operations is defined as net cash provided by operating activities, including Lindero commissioning, 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 to fund the Company’s growth through investments and capital expenditures.
Adjusted Net Income and Adjusted Attributable Net Income<br><br>​<br><br>​	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, such as foreign exchange gains (losses) related to the construction of the Séguéla Mine, 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<br><br>Attributable 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, such as foreign exchange gains (losses) related to the construction of the Séguéla Mine, gains and losses and other one-time costs related to acquisitions, impairment charges (reversals), unrealized gains (losses) on derivatives and certain non-recurring items, included in “Other expenses” on the Consolidated Income Statement. Other companies may calculate Adjusted EBITDA differently.	Net Income	Management believes that adjusted EBITDA provides valuable information as an indicator of the Company’s ability to generate operating cash flow to fund working capital needs, service debt obligations and fund capital expenditures. Adjusted EBITDA is also a common metric that provides additional information used by investors and analysts for valuation purposes based on an observed or inferred relationship between adjusted EBITDA and market value.
Working Capital	Working capital is non-IFRS measure which is calculated by subtracting current liabilities from current assets.	Current Assets, Current Liabilities	Management believes that working capital is a useful indicator of the liquidity of the Company.
Net Debt	Net debt is a Non-IFRS measure which is calculated by adding together current and long term debt and then subtracting cash and cash equivalents.	Current Debt, Long Term Debt, Cash and Cash Equivalents	Management believes that net debt is a useful indicator of the liquidity of the Company.

​

​ Fortuna | 28

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

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 Q3 2024 Financial Statements:

​

​	​	​	​	​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Q3 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	42,350	​	45,656	​	55,466	​	24,697	​	19,820	​	187,991
Inventory adjustment	2	​	—	​	—	​	135	​	—	​	137
Depletion, depreciation, and amortization	(13,639)	​	(12,923)	​	(27,165)	​	(1,150)	​	(4,465)	​	(59,342)
Royalties and taxes	(89)	​	(5,480)	​	(6,143)	​	(639)	​	(366)	​	(12,717)
By-product credits	(1,132)	​	—	​	—	​	—	​	—	​	(1,132)
Other	—	​	—	​	—	​	6	​	(279)	​	(273)
Treatment and refining charges	—	​	—	​	—	​	826	​	2,249	​	3,075
Cash cost applicable per gold equivalent ounce sold	27,492	​	27,253	​	22,158	​	23,875	​	16,959	​	117,737
Ounces of gold equivalent sold	26,393	​	27,995	​	33,816	​	9,597	​	13,401	​	111,203
Cash cost per ounce of gold equivalent sold (/oz)	1,042	​	974	​	655	​	2,488	​	1,265	​	1,059
Gold equivalent was calculated using the realized prices for gold of 2,490/oz Au, 29.4/oz Ag, 2,040/t Pb, and 2,782/t Zn for Q3 2024.
Figures may not add due to rounding
​

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Q3 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	36,778	​	53,943	​	33,233	​	37,071	​	16,159	​	177,184
Inventory adjustment	—	​	—	​	—	​	—	​	—	​	—
Depletion, depreciation, and amortization	(11,132)	​	(24,563)	​	(14,556)	​	(10,233)	​	(2,960)	​	(63,444)
Royalties and taxes	(3,266)	​	(3,793)	​	(4,568)	​	(1,278)	​	(166)	​	(13,071)
By-product credits	(454)	​	—	​	—	​	—	​	—	​	(454)
Other	—	​	—	​	—	​	(341)	​	(340)	​	(681)
Treatment and refining charges	—	​	—	​	—	​	1,010	​	4,972	​	5,982
Cash cost applicable per gold equivalent ounce sold	21,926	​	25,587	​	14,109	​	26,229	​	17,665	​	105,516
Ounces of gold equivalent sold	22,224	​	33,971	​	35,503	​	23,487	​	14,384	​	129,570
Cash cost per ounce of gold equivalent sold (/oz)	987	​	753	​	397	​	1,117	​	1,228	​	814
Gold equivalent was calculated using the realized prices for gold of 1,924/oz Au, 23.7/oz Ag, 2,136/t Pb, and 2,428/t Zn for Q3 2023
Figures may not add due to rounding
​

All values are in US Dollars.

​

​ Fortuna | 29

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

​	​	​	​	​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Year to Date 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	112,409	​	131,446	​	152,106	​	73,945	​	53,164	​	523,072
Inventory adjustment	(226)	​	(2,852)	​	—	​	597	​	—	​	(2,481)
Depletion, depreciation, and amortization	(36,800)	​	(36,922)	​	(78,211)	​	(2,114)	​	(11,647)	​	(165,694)
Royalties and taxes	(458)	​	(15,782)	​	(17,244)	​	(2,210)	​	(949)	​	(36,643)
By-product credits	(2,259)	​	—	​	—	​	—	​	—	​	(2,259)
Other	—	​	—	​	—	​	—	​	(960)	​	(960)
Treatment and refining charges	—	​	—	​	—	​	2,543	​	5,766	​	8,309
Cash cost applicable per gold equivalent ounce sold	72,666	​	75,890	​	56,651	​	72,761	​	45,374	​	323,342
Ounces of gold equivalent sold	69,430	​	86,621	​	101,369	​	34,218	​	39,476	​	331,114
Cash cost per ounce of gold equivalent sold (/oz)	1,047	​	876	​	559	​	2,126	​	1,149	​	977
Gold equivalent was calculated using the realized prices for gold of 2,307/oz Au, 27.1/oz Ag, 2,091/t Pb, and 2,692/t Zn for Year to Date 2024.
Figures may not add due to rounding
​

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Year to Date 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	118,783	​	137,159	​	33,233	​	98,960	​	50,810	​	438,945
Inventory adjustment	15	​	(827)	​	—	​	—	​	—	​	(812)
Depletion, depreciation, and amortization	(36,197)	​	(57,719)	​	(14,556)	​	(28,677)	​	(9,848)	​	(146,997)
Royalties and taxes	(11,042)	​	(10,241)	​	(4,568)	​	(3,575)	​	(851)	​	(30,277)
By-product credits	(3,738)	​	—	​	—	​	—	​	—	​	(3,738)
Other	—	​	—	​	—	​	(91)	​	(1,294)	​	(1,385)
Treatment and refining charges	—	​	—	​	—	​	2,848	​	15,735	​	18,583
Cash cost applicable per gold equivalent ounce sold	67,821	​	68,372	​	14,109	​	69,465	​	54,552	​	274,319
Ounces of gold equivalent sold	74,117	​	89,448	​	35,503	​	63,000	​	47,128	​	309,195
Cash cost per ounce of gold equivalent sold (/oz)	915	​	764	​	397	​	1,103	​	1,158	​	887
Gold equivalent was calculated using the realized prices for gold of 1,927/oz Au, 23.4/oz Ag, 2,162/t Pb, and 2,778/t Zn for YTD 2023
Figures may not add due to rounding
​

All values are in US Dollars.

​

​ Fortuna | 30

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

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

​

The following tables show a breakdown of the all-in sustaining cash cost per ounce of gold equivalent sold for the three and nine months ended September 30, 2024 and 2023:

​	​	​	​	​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Q3 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	27,492	​	27,253	​	22,158	​	23,875	​	16,959	​	—	​	117,737
Inventory net realizable value adjustment	—	​	—	​	—	​	—	​	—	​	—	​	—
Royalties and taxes	89	​	5,480	​	6,143	​	639	​	366	​	—	​	12,717
Worker's participation	—	​	—	​	—	​	—	​	472	​	—	​	472
General and administration	2,935	​	550	​	2,945	​	1,802	​	1,246	​	6,275	​	15,753
Stand-by	—	​	—	​	—	​	—	​	—	​	—	​	—
Total cash costs	30,516	​	33,283	​	31,246	​	26,316	​	19,043	​	6,275	​	146,679
Sustaining capital1	21,264	​	5,166	​	8,511	​	198	​	6,817	​	—	​	41,956
All-in sustaining costs	51,780	​	38,449	​	39,757	​	26,514	​	25,860	​	6,275	​	188,635
Gold equivalent ounces sold	26,393	​	27,995	​	33,816	​	9,597	​	13,401	​	—	​	111,203
All-in sustaining costs per ounce	1,962	​	1,373	​	1,176	​	2,763	​	1,930	​	—	​	1,696
Gold equivalent was calculated using the realized prices for gold of 2,490/oz Au, 29.4/oz Ag, 2,040/t Pb, and 2,782/t Zn for Q3 2024.
Figures may not add due to rounding
1 Presented on a cash basis
​	​	​	​	​	​	​	​	​	​	​	​	​	​

All values are in US Dollars.

​

​

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Q3 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	21,926	​	25,587	​	14,109	​	26,229	​	17,665	​	—	​	105,516
Inventory net realizable value adjustment	—	​	—	​	—	​	—	​	—	​	—	​	—
Royalties and taxes	3,266	​	3,793	​	4,568	​	1,278	​	166	​	—	​	13,071
Worker's participation	—	​	—	​	—	​	426	​	510	​	—	​	936
General and administration	2,292	​	(243)	​	3,112	​	1,727	​	1,032	​	6,219	​	14,139
Stand-by	—	​	—	​	—	​	—	​	—	​	—	​	—
Total cash costs	27,484	​	29,137	​	21,789	​	29,660	​	19,373	​	6,219	​	133,662
Sustaining capital1	8,267	​	12,059	​	6,191	​	4,800	​	5,124	​	—	​	36,441
All-in sustaining costs	35,751	​	41,196	​	27,980	​	34,460	​	24,497	​	6,219	​	170,103
Gold equivalent ounces sold	22,224	​	33,971	​	35,503	​	23,487	​	14,384	​	—	​	129,570
All-in sustaining costs per ounce	1,609	​	1,213	​	788	​	1,467	​	1,703	​	—	​	1,313
Gold equivalent was calculated using the realized prices for gold of 1,924/oz Au, 23.7/oz Ag, 2,136/t Pb, and 2,428/t Zn for Q3 2023
Figures may not add due to rounding
1 Presented on a cash basis
​	​	​	​	​	​	​	​	​	​	​	​	​	​

All values are in US Dollars. Fortuna | 31

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Year to Date 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	72,666	​	75,890	​	56,651	​	72,761	​	45,374	​	—	​	323,342
Inventory net realizable value adjustment	—	​	1,777	​	—	​	—	​	—	​	—	​	1,777
Royalties and taxes	458	​	15,782	​	17,244	​	2,210	​	949	​	—	​	36,643
Worker's participation	—	​	—	​	—	​	—	​	1,361	​	—	​	1,361
General and administration	9,095	​	1,282	​	6,716	​	4,850	​	3,871	​	29,262	​	55,076
Stand-by	—	​	—	​	—	​	—	​	—	​	—	​	—
Total cash costs	82,219	​	94,731	​	80,611	​	79,821	​	51,555	​	29,262	​	418,199
Sustaining capital1	48,407	​	24,724	​	28,134	​	675	​	15,559	​	—	​	117,499
All-in sustaining costs	130,626	​	119,455	​	108,745	​	80,496	​	67,114	​	29,262	​	535,698
Gold equivalent ounces sold	69,430	​	86,621	​	101,369	​	34,218	​	39,476	​	—	​	331,114
All-in sustaining costs per ounce	1,881	​	1,379	​	1,073	​	2,352	​	1,700	​	—	​	1,618
Gold equivalent was calculated using the realized prices for gold of 2,307/oz Au, 27.1/oz Ag, 2,091/t Pb, and 2,692/t Zn for Year to Date 2024.
Figures may not add due to rounding
1 Presented on a cash basis
​	​	​	​	​	​	​	​	​	​	​	​	​	​

All values are in US Dollars.

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Year to Date 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	67,821	​	68,372	​	14,109	​	69,465	​	54,552	​	—	​	274,319
Inventory net realizable value adjustment	—	​	334	​	—	​	—	​	—	​	—	​	334
Royalties and taxes	11,042	​	10,241	​	4,568	​	3,575	​	851	​	—	​	30,277
Worker's participation	—	​	—	​	—	​	114	​	1,528	​	—	​	1,642
General and administration	6,791	​	1,255	​	3,112	​	5,251	​	3,466	​	23,300	​	43,175
Stand-by	—	​	2,999	​	—	​	4,084	​	—	​	—	​	7,083
Total cash costs	85,654	​	83,201	​	21,789	​	82,489	​	60,397	​	23,300	​	356,830
Sustaining capital1	30,546	​	44,655	​	6,191	​	14,418	​	13,230	​	—	​	109,040
All-in sustaining costs	116,200	​	127,856	​	27,980	​	96,907	​	73,627	​	23,300	​	465,870
Gold equivalent ounces sold	74,117	​	89,448	​	35,503	​	63,000	​	47,128	​	—	​	309,195
All-in sustaining costs per ounce	1,568	​	1,429	​	788	​	1,538	​	1,562	​	—	​	1,508
Gold equivalent was calculated using the realized prices for gold of 1,927/oz Au, 23.4/oz Ag, 2,162/t Pb, and 2,778/t Zn for YTD 2023
Figures may not add due to rounding
1 Presented on a cash basis
​	​	​	​	​	​	​	​	​	​	​	​	​	​

All values are in US Dollars.

​

​

​

​

​

​

​ Fortuna | 32

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

Cost Cash Cost per Payable Ounce of Silver Equivalent Sold

​

The following tables present a reconciliation of cash cost per payable ounce of silver equivalent sold (“SEO”) to the cost of sales in the Q3 2024 Financial Statements:

​

​	​	​	​	​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Q3 2024	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales	​	24,697	​	19,820	​	44,517
Inventory adjustment	​	135	​	—	​	135
Depletion, depreciation, and amortization	​	(1,150)	​	(4,465)	​	(5,615)
Royalties and taxes	​	(639)	​	(366)	​	(1,005)
Other	​	6	​	(279)	​	(273)
Treatment and refining charges	​	826	​	2,249	​	3,075
Cash cost applicable per silver equivalent sold	​	23,875	​	16,959	​	40,834
Ounces of silver equivalent sold^1^	​	812,015	​	1,139,823	​	1,951,838
Cash cost per ounce of silver equivalent sold ($/oz)	​	29.40	​	14.88	​	20.92
1 Silver equivalent sold for Q3 2024 for San Jose is calculated using a silver to gold ratio of 84.3:1. Silver equivalent sold for Q3 2024 for Caylloma is calculated using a silver to gold ratio of 85.9:1, silver to lead ratio of 1:31.6 pounds, and silver to zinc ratio of 1:23.2 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 - Q3 2023	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales	​	37,071	​	16,159	​	53,230
Inventory adjustment	​	—	​	—	​	—
Depletion, depreciation, and amortization	​	(10,233)	​	(2,960)	​	(13,193)
Royalties and taxes	​	(1,278)	​	(166)	​	(1,444)
Other	​	(341)	​	(340)	​	(681)
Treatment and refining charges	​	1,010	​	4,972	​	5,982
Cash cost applicable per silver equivalent sold	​	26,229	​	17,665	​	43,894
Ounces of silver equivalent sold^1^	​	1,910,609	​	1,158,881	​	3,069,490
Cash cost per ounce of silver equivalent sold ($/oz)	​	13.73	​	15.25	​	14.30
1 Silver equivalent sold for San Jose for Q3 2023 is 81.7:1.Silver equivalent sold for Caylloma for Q3 2023 is calculated using a silver to gold ratio of 80.3:1, silver to lead ratio of 1:24.7 pounds, and silver to zinc ratio 1:21.7
^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 2024	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales	​	73,945	​	53,164	​	127,109
Inventory adjustment	​	597	​	—	​	597
Depletion, depreciation, and amortization	​	(2,114)	​	(11,647)	​	(13,761)
Royalties and taxes	​	(2,210)	​	(949)	​	(3,159)
Other	​	—	​	(960)	​	(960)
Treatment and refining charges	​	2,543	​	5,766	​	8,309
Cash cost applicable per silver equivalent sold	​	72,761	​	45,374	​	118,135
Ounces of silver equivalent sold^1^	​	2,908,861	​	3,372,741	​	6,281,602
Cash cost per ounce of silver equivalent sold ($/oz)	​	25.01	​	13.45	​	18.81
^1^Silver equivalent sold for Year to Date 2024 for San Jose is calculated using a silver to gold ratio of 84.6:1. Silver equivalent sold for Year to Date 2024 for Caylloma is calculated using a silver to gold ratio of 82.8:1, silver to lead ratio of 1:28.4 pounds, and silver to zinc ratio of 1:22.1 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 | 33

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

​	​	​	​	​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Year to Date 2023	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales	​	98,960	​	50,810	​	149,770
Inventory adjustment	​	—	​	—	​	—
Depletion, depreciation, and amortization	​	(28,677)	​	(9,848)	​	(38,525)
Royalties and taxes	​	(3,575)	​	(851)	​	(4,426)
Other	​	(91)	​	(1,294)	​	(1,385)
Treatment and refining charges	​	2,848	​	15,735	​	18,583
Cash cost applicable per silver equivalent sold	​	69,465	​	54,552	​	124,017
Ounces of silver equivalent sold^1^	​	5,194,670	​	3,869,253	​	9,063,923
Cash cost per ounce of silver equivalent sold ($/oz)	​	13.37	​	14.10	​	13.68
1 Silver equivalent sold for Year to Date 2023 for San Jose is calculated using a silver to gold ratio of 82.6:1. Silver equivalent sold for Year to Date 2023 for Caylloma is calculated using a silver to gold ratio of 80.9:1, silver to lead ratio of 1:24.0 pounds, and silver to zinc ratio of 1:18.6 pounds.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures have been restated to remove Right of Use
Figures may not add due to rounding
​	​	​	​	​	​	​

​

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

​

The following tables show a breakdown of the all-in sustaining cash cost per payable ounce of silver equivalent sold for the three and nine months ended September 30, 2024 and 2023:

​

​

​	​	​	​	​	​	​
AISC Per Silver Equivalent Ounce Sold - Q3 2024	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold	​	23,875	​	16,959	​	40,834
Royalties and taxes	​	639	​	366	​	1,005
Worker's participation	​	—	​	472	​	472
General and administration	​	1,802	​	1,246	​	3,048
Stand-by	​	—	​	—	​	—
Total cash costs	​	26,316	​	19,043	​	45,359
Sustaining capital^3^	​	198	​	6,817	​	7,015
All-in sustaining costs	​	26,514	​	25,860	​	52,374
Silver equivalent ounces sold^1^	​	812,015	​	1,139,823	​	1,951,838
All-in sustaining costs per ounce^2^	​	32.65	​	22.69	​	26.83
1 Silver equivalent sold for Q3 2024 for San Jose is calculated using a silver to gold ratio of 84.3:1. Silver equivalent sold for Q3 2024 for Caylloma is calculated using a silver to gold ratio of 85.9:1, silver to lead ratio of 1:31.6 pounds, and silver to zinc ratio of 1:23.2 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 - Q3 2023	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold	​	26,229	​	17,665	​	43,894
Royalties and taxes	​	1,278	​	166	​	1,444
Worker's participation	​	426	​	510	​	936
General and administration	​	1,727	​	1,032	​	2,759
Stand-by	​	—	​	—	​	—
Total cash costs	​	29,660	​	19,373	​	49,033
Sustaining capital^3^	​	4,800	​	5,124	​	9,924
All-in sustaining costs	​	34,460	​	24,497	​	58,957
Silver equivalent ounces sold^1^	​	1,910,609	​	1,158,881	​	3,069,490
All-in sustaining costs per ounce^2^	​	18.04	​	21.14	​	19.21
1 Silver equivalent sold for San Jose for Q3 2023 is 81.7:1.Silver equivalent sold for Caylloma for Q3 2023 is calculated using a silver to gold ratio of 80.3:1, silver to lead ratio of 1:24.7 pounds, and silver to zinc ratio 1:21.7
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 | 34

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

​

​	​	​	​	​	​	​
AISC Per Silver Equivalent Ounce Sold - Year to Date 2024	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold	​	72,761	​	45,374	​	118,135
Royalties and taxes	​	2,210	​	949	​	3,159
Worker's participation	​	—	​	1,361	​	1,361
General and administration	​	4,850	​	3,871	​	8,721
Stand-by	​	—	​	—	​	—
Total cash costs	​	79,821	​	51,555	​	131,376
Sustaining capital^3^	​	675	​	15,559	​	16,234
All-in sustaining costs	​	80,496	​	67,114	​	147,610
Silver equivalent ounces sold^1^	​	2,908,861	​	3,372,741	​	6,281,602
All-in sustaining costs per ounce^2^	​	27.67	​	19.90	​	23.50
1 Silver equivalent sold for Year to Date 2024 for San Jose is calculated using a silver to gold ratio of 84.6:1. Silver equivalent sold for Year to Date 2024 for Caylloma is calculated using a silver to gold ratio of 82.8:1, silver to lead ratio of 1:28.4 pounds, and silver to zinc ratio of 1:22.1 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 2023	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold	​	69,465	​	54,552	​	124,017
Royalties and taxes	​	3,575	​	851	​	4,426
Worker's participation	​	114	​	1,528	​	1,642
General and administration	​	5,251	​	3,466	​	8,717
Stand-by	​	4,084	​	—	​	4,084
Total cash costs	​	82,489	​	60,397	​	142,886
Sustaining capital^3^	​	14,418	​	13,230	​	27,648
All-in sustaining costs	​	96,907	​	73,627	​	170,534
Silver equivalent ounces sold^1^	​	5,194,670	​	3,869,253	​	9,063,923
All-in sustaining costs per ounce^2^	​	18.66	​	19.03	​	18.81
1 Silver equivalent sold for Year to Date 2023 for San Jose is calculated using a silver to gold ratio of 82.6:1. Silver equivalent sold for Year to Date 2023 for Caylloma is calculated using a silver to gold ratio of 80.9:1, silver to lead ratio of 1:24.0 pounds, and silver to zinc ratio of 1:18.6 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis
​	​	​	​	​	​	​

​

Free Cash Flow from Ongoing Operations

​

The following table presents a reconciliation of free cash flow from ongoing operations to net cash provided by operating activities, the most directly comparable IFRS measure, for the three and nine months ended September 30, 2024 and 2023:

​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,				​	​	Nine months ended September 30,
(Expressed in millions)	2024			2023		​	2024		****	2023
​	​	​	​	​	​	​	​	​	​	​	​
Net cash provided by operating activities	​	92.9	​	​	106.5	​	​	215.4	​	​	191.8
Closure and rehabilitation provisions	​	2.2	​	​	-	​	​	2.3	​	​	-
Séguéla, working capital	​	-	​	​	-	​	​	-	​	​	4.4
Additions to mineral properties, plant and equipment	​	(37.8)	​	​	(30.6)	​	​	(103.1)	​	​	(97.3)
Gain on blue chip swap investments	​	3.2	​	​	-	​	​	8.3	​	​	-
Right of use payments	​	(4.2)	​	​	(5.9)	​	​	(14.8)	​	​	(11.6)
Other adjustments	​	0.3	​	​	-	​	​	(0.8)	​	​	-
Free cash flow from ongoing operations	​	56.6	​	​	70.0	​	​	107.3	​	​	87.3

Figures may not add due to rounding Fortuna | 35

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

​

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 nine months ended September 30, 2024 and 2023:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
(Expressed in millions)		2024			2023		​	2024			2023
Net income	​	​	54.4	​	​	30.9	​	​	126.8	​	​	46.2
Adjustments, net of tax:	​	​	​	​	​	​	​	​	​	​	​	​
Community support provision and accruals^1^	​	​	-	​	​	-	​	​	(0.3)	​	​	(0.1)
Foreign exchange loss, Séguéla Mine	​	​	-	​	​	0.1	​	​	-	​	​	-
Write off of mineral properties	​	​	-	​	​	0.5	​	​	-	​	​	0.5
Unrealized loss (gain) on derivatives	​	​	-	​	​	(0.1)	​	​	-	​	​	(0.3)
Income tax, convertible debentures	​	​	-	​	​	-	​	​	(12.0)	​	​	-
Inventory adjustment	​	​	(0.1)	​	​	-	​	​	2.0	​	​	0.7
Accretion on right of use assets	​	​	0.9	​	​	1.7	​	​	2.7	​	​	2.7
Other non-cash/non-recurring items	​	​	(1.4)	​	​	0.2	​	​	(2.5)	​	​	(0.2)
Adjusted net income	​	​	53.8	​	​	33.3	​	​	116.7	​	​	49.5
^1^Amounts are recorded in Cost of sales	​	​	​	​	​	​	​	​	​	​	​	​

Figures may not add due to rounding

​

Adjusted EBITDA

​

The following table presents a reconciliation of Adjusted EBITDA from net income, the most directly comparable IFRS measure, for the three and nine months ended September 30, 2024 and 2023:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	​	Nine months ended September 30,
(Expressed in millions)		2024			2023		​	2024			2023
Net income	​	​	54.4	​	​	30.9	​	​	126.8	​	​	46.2
Adjustments:	​	​	​	​	​	​	​	​	​	​	​	​
Community support provision and accruals	​	​	-	​	​	(0.1)	​	​	(0.5)	​	​	(0.2)
Inventory adjustment	​	​	(0.1)	​	​	-	​	​	2.5	​	​	0.9
Foreign exchange loss, Séguéla Mine	​	​	-	​	​	0.1	​	​	-	​	​	-
Net finance items	​	​	6.3	​	​	8.2	​	​	19.4	​	​	14.3
Depreciation, depletion, and amortization	​	​	59.9	​	​	63.9	​	​	167.4	​	​	148.0
Income taxes	​	​	15.1	​	​	6.6	​	​	37.3	​	​	15.6
Other non-cash/non-recurring items	​	​	(4.3)	​	​	(5.0)	​	​	(13.8)	​	​	(10.8)
Adjusted EBITDA	​	​	131.3	​	​	104.6	​	​	339.1	​	​	214.0

Figures may not add due to rounding

​ Fortuna | 36

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

Adjusted Attributable Net Income

​

The following table presents a reconciliation of Adjusted Attributable Net Income from attributable net income, the most directly comparable IFRS measure, for the three and nine months ended September 30, 2024 and 2023:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
(Expressed in millions)		2024			2023		​	2024			2023
Net income attributable to shareholders	​	​	50.5	​	​	27.5	​	​	117.4	​	​	41.5
Adjustments, net of tax:	​	​	​	​	​	​	​	​	​	​	​	​
Community support provision and accruals^1^	​	​	-	​	​	-	​	​	(0.3)	​	​	(0.1)
Foreign exchange loss, Séguéla Mine^2^	​	​	-	​	​	0.1	​	​	-	​	​	-
Write off of mineral properties	​	​	-	​	​	0.5	​	​	-	​	​	0.5
Unrealized loss (gain) on derivatives	​	​	-	​	​	(0.1)	​	​	-	​	​	(0.3)
Income tax, convertible debentures	​	​	-	​	​	-	​	​	(12.0)	​	​	-
Inventory adjustment	​	​	(0.1)	​	​	-	​	​	1.7	​	​	0.7
Accretion on right of use assets	​	​	0.9	​	​	1.5	​	​	2.7	​	​	2.6
Other non-cash/non-recurring items	​	​	(1.4)	​	​	0.1	​	​	(2.2)	​	​	(0.6)
Adjusted attributable net income	​	​	49.9	​	​	29.6	​	​	107.3	​	​	44.3
^1^Amounts are recorded in Cost of sales	​	​	​	​	​	​	​	​	​	​	​	​

​

Net Debt

​

The following table presents a reconciliation of debt to total net debt and the debt to adjusted EBITDA ratio as at September 30, 2024:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​				​	​	​
(Expressed in millions except Total net debt to Adjusted EBITDA ratio)				​	​		​	​		​	As at September 30, 2024
2024 Convertible Notes	​	​	​	​	​	​	​	​	​	​	​	172.5
Less: Cash and Cash Equivalents	​	​	​	​	​	​	​	​	​	​	​	(180.6)
Total net debt^1^	​	​	​	​	​	​	​	​	​	​	​	(8.1)
Adjusted EBITDA (last four quarters)	​	​	​	​	​	​	​	​	​	​	​	459.5
Total net debt to adjusted EBITDA ratio	​	​	​	​	​	​	​	​	​	​	​	0:1
^1^Excluding letters of credit	​	​	​	​	​	​	​	​	​	​	​	​

​

Working Capital

​

The following table presents a calculation of working capital for the nine months ended September 30, 2024 and 2023:

​

​	​	​	​	​	​	​
​	​	Nine months ended September 30,
​	​	2024		​	2023
Current Assets	​	$	430,460	​	$	330,254
Current Liabilities	​	​	222,037	​	​	155,835
Working Capital	​	$	208,423	​	$	174,419

​ Fortuna | 37

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

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 NI 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/search-filings.

​

RISKS AND UNCER****TAINTIES

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; uncertainties related to new mining operations such as the Séguéla Mine, the inherent risk associated with project development; 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; labor relations; use of outside contractors; 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; 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, 2023 as well as the section ‘Risks and Uncertainties’ in the management’s discussion and analysis for the year ended December 31, 2023 (which are available on SEDAR+ at www.sedarplus.ca).

​ Fortuna | 38

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

Significant changes to our financial, operational and business risks exposure during the three and nine months ended September 30, 2024 include the following:

●	The government of Burkina Faso continues to be under fiscal pressure to fund its war efforts in the northern part of the country. This has impacted the timeliness of government payments, in particular the refund of VAT. Management continues to engage with the government and local banks to identify opportunities to collect, offset or sell its VAT holdings in Burkina Faso.
●	As part of the structure of the Lindero project and the operation of the Lindero Mine, Fortuna implemented a series of intercompany revolving pre-export financing facilities. This allows exporters to apply the proceeds of sales directly towards payment of principal and interest under the facility. As a result of elevated metal prices and the timing of capital expenditures there is a risk that there may not be sufficient room to repatriate funds under the pre-export facilities, and the Company may be required to temporarily repatriate US dollars into Argentina and convert them to Argentine Pesos.
---	---
●	On July 6, 2024 the Alliance of Sahel States (AES) was formally announced as a confederation of Burkina Faso, Niger and Mali. This is in addition to the announcement of the three governments to leave the Economic Community of West Africa States (ECOWAS) on January 28, 2024. It is uncertain how this new confederation will impact the political or economic environment at this time. Management will continue to monitor the situation and take the necessary actions to limit risk.
---	---
●	In September of 2024 the government of Burkina Faso published a new mining code (the “2024 Mining Code”) and related Local Content law in the Official Journal. While the Company does not foresee a material change to our business in Burkina Faso based on a review of the 2024 Mining Code, it is expected that the government will release additional regulations and implementation decrees that will clarify how the 2024 Mining Code and Local Content law should be applied. Management will continue to monitor the implementation of the new laws.
---	---
●	The government of Côte d’Ivoire has indicated their intention to reform their national mining code. No reforms have been adopted at this time and Management continues to monitor the proposed reforms.
---	---

​

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 2023 Financial Statements. There have been no subsequent material changes to these significant judgements and accounting estimates.

​

Changes in Accounting Policies

The Company adopted various amendments to IFRSs, which were effective for accounting periods beginning on or after January 1, 2024. These include amendments to IAS 1 (Classification of Liabilities as Current or Non-current, and Non-current Liabilities with Covenants), IFRS 16 (Lease Liability in a Sale and Leaseback), IAS 7 and IFRS 7 (Supplier Finance Arrangements), and IAS 28 and IFRS 10 (Sale or Contribution of Assets between an Investor and its Associate or Joint Venture). The impacts of adoption were not material to the Company's interim financial statements.

​

​

​ Fortuna | 39

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

CONTROLS AND PROCEDURES

​

Evaluation of Disclosure Controls and Procedures

​

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

​

Management’s Report on Internal Control over Financial Reporting

​

The Company’s internal control over financial reporting (“ICFR”) is designed to provide reasonable assurance regarding the

reliability of financial reporting and preparation of financial statements for external reporting purposes in accordance with

IFRS as issued by the International Accounting Standards Board. However, due to its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements and fraud.

​

There have been no changes in the Company’s internal control over financial reporting for the three and nine months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

​

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 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; estimated production forecasts for 2024; estimated costs; estimated cash costs and all-in sustaining cash costs and expenditures for 2024; estimated capital expenditures in 2024; estimated Brownfields and Greenfields expenditures in 2024; exploration plans; the future results of exploration activities; the timing of the implementation and completion of sustaining capital investment projects at the Company’s mines; statements relating to the anticipated exhaustion of Mineral Reserves at the San Jose Mine; statements regarding the progressive closure of the San Jose Mine, including expected timing of the closure and monitoring plan and budget, the anticipated duration of mining operations and production amounts as well as expectations that production income can offset significant closure costs in the initial years; ; the Company’s expectations regarding the Séguéla Mine in 2025, including anticipated stripping ratio, throughput compared to nameplate design, and expectations regarding increased infrastructure costs; the Company’s expectation that there are no changes in internal controls during the three months ended September 30, 2024 that are reasonably likely to materially affect the Company’s internal control over financing reporting; property permitting and litigation matters; the Company’s expectation regarding the timing of the completion of the leach pad expansion project at the Lindero Mine and statements that the expansion Fortuna | 40

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

project is tracking on budget; statements concerning the NCIB program;  the fluctuation of its effective tax rate in the jurisdictions where the Company does business; statements that the collection of VAT receivables is expected to improve at Séguéla and Lindero with the fourth quarter of 2024; statements that management will continue to monitor the political and regulatory environments in in Burkina Faso and will take appropriate actions to mitigate the risks to the Company’s operations;  and the Company’s expectations regarding the timeline for providing updated Mineral Resource and Mineral Reserve estimates.

​

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.

​

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: 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; uncertainty relating to new mining operations such as the Séguéla Mine; 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; 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 water availability; risks related to the Company’s ability to obtain adequate financing for planned exploration and development activities; substantial reliance on the Lindero Mine, the Yaramoko Mine, and the Séguéla Mine for revenues; property title matters; risks relating to the integration of businesses and assets acquired by the Company; impairments; reliance on key personnel; uncertainty relating to potential conflicts of interest involving the Company’s directors and officers; risks associated with the Company’s reliance on local counsel and advisors and the experience of its management and board of directors in foreign jurisdictions; adequacy of insurance coverage; operational safety and security risks; risks related to the Company’s compliance with the United States Sarbanes-Oxley Act; risks related to the foreign corrupt practices regulations and anti-bribery laws; legal proceedings and potential legal proceedings; uncertainties relating to general economic conditions; risks relating to pandemics, epidemics and public health crises; and the impact they might have on the Company’s business, operations and financial condition; the Company’s ability to access its supply chain; the ability of the Company to transport its products; and impacts on the Company’s employees and local communities all of which may affect the Company’s ability operate; competition; fluctuations in metal prices; regulations and restrictions with respect to imports; high rates of inflation; risks associated with entering into commodity forward and option contracts for base metals production; Fortuna | 41

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

fluctuations in currency exchange rates and restrictions on foreign exchange and currencies; failure to meet covenants under its credit facilities, 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; 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 or debentures; 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 2024 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, 2023 filed with the Canadian Securities Administrators and available at www.sedarplus.ca and filed with the U.S. Securities and Exchange Commission as part of the Company’s Form 40-F and available at www.sec.gov/edgar.shtml. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-looking Statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

​

Forward-looking Statements contained in this MD&A are based on the assumptions and factors management considers reasonable as at the date of this MD&A, including but not limited to: all required third party contractual, regulatory and governmental approvals will be obtained and maintained for the exploration, development, construction and production of its properties; there being no significant disruptions affecting operations, whether relating to labor, supply, power, blockades, damage to equipment or other matter; continued availability of water and power sources at the Company’s operations; 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 and the 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; 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.

​ Fortuna | 42

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2024 ‌ (in US Dollars, tabular amounts in millions, except where noted)

​

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 | 43

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 September 30, 2024.

​

2.	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.

​

3.	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.

​

4.	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 July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the Issuer’s ICFR.

​

​

​

DATED: November 6, 2024

​

/s/ “Jorge Ganoza Durant” ​ ​

JORGE GANOZA DURANT,

Chief Executive Officer

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 September 30, 2024.

​

2.	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.

​

3.	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.

​

4.	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 July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the Issuer’s ICFR.

​

​

​

DATED: November 6, 2024

​

/s/ “Luis Ganoza Durant” ​ ​

LUIS GANOZA DURANT,

Chief Financial Officer

​

​

​

NEWS RELEASE

​

Fortuna reports record earnings for the third quarter of 2024

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

​

Vancouver, November 6, 2024: Fortuna Mining Corp . (NYSE: FSM | TSX: FVI) (“Fortuna” or the “Company”) today reported its financial and operating results for the third quarter of 2024.

​

“In the third quarter, a focus on cost discipline and safe operations allowed Fortuna to capture the benefit of rising metal prices and achieve record attributable earnings of $50.5 million and record operating cash flow before working capital changes of $119.3 million.” said Jorge Ganoza, Fortuna’s President and CEO. Mr. Ganoza continued, “Our mines delivered 110,820 ounces of gold equivalent production at a cash cost per ounce of $1,059 as we remain well positioned to finish the year within our cost and production guidance.” Mr. Ganoza added, “The Company also achieved a key milestone with a positive net cash position at the end of the quarter and we recently renegotiated our credit facility reducing financial costs and providing additional financial flexibility.”

​

Third Quarter 2024 highlights

Financial

•Attributable net income of $50.5 million or $0.16 per share, compared to $40.6 million or $0.13 per share in Q2 2024

•Adjusted attributable net income^1^ of $49.9 million or $0.16 per share, compared to $30.4 million or $0.10 per share in Q2 2024

•Generated $119.3 million (or $0.38 per share) of cash flow from operations before working capital changes, and free cash flow from ongoing operations^1^ of $56.6 million, compared to $93.0 million (or $0.30 per share) and $38.6 million, respectively, in Q2 2024

•As at the end of the quarter, the Company had a cash position of $180.6 million and achieved a positive net cash^1^ position of $8.0 million. Liquidity increased to $430.6 million from $355.6 million at the end of Q2 2024

•Subsequent to the end of the quarter, the Company resized its revolving credit facility from $250.0 million to $150.0 million and increased the uncommitted accordion to $75.0 million from $50.0 million reducing its reliance on bank debt. The revolving debt facility remains fully undrawn^2^

​

​

^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^Excluding letters of credit

^3^ Au Eq includes gold, silver, lead and zinc and is calculated using the following metal prices: $2,490/oz Au, $29.4/oz Ag, $2,040/t Pb, and $2,782/t Zn for Q3 2024; $2,334/oz Au, $29.1/oz Ag, $2,157/t Pb and $2,835/t Zn or Au:Ag = 1:80.19, Au:Pb = 1:1.08, Au:Zn = 1:0.82 for Q2 2024. And the following metal prices for YTD Q3-2024 $2,307/oz Au, $27.1/oz Ag, $2,091/t Pb, and $2,692/t Zn

Operational

•	Gold equivalent^3^ production of 110,820 ounces, compared to 116,570 ounces in Q2 2024. Nine month gold equivalent production of 339,933 ounces, aligned to meet annual guidance of 457 to 497 koz. For full details refer to our News Release titled “Fortuna reports solid production of 110,820 gold equivalent ounces for the third quarter of 2024” dated October 10, 2024
•	Consolidated cash costs^1^ per ounce of gold equivalent sold of $1,059 for the quarter and $977 year to date remain largely aligned with annual guidance of $935 to $1,055; adjusting for San Jose, which is mining its last year of Mineral Reserves, consolidated cash costs were $935 for the quarter
---	---
•	Consolidated all-in sustaining cash costs (AISC)^1^ per ounce of gold equivalent sold of $1,696 for the quarter and $1,618 year to date, are tracking at the upper end of annual guidance of $1,485 to $1,640; adjusting for San Jose, consolidated AISC was $1,594. The leach-pad expansion for Lindero is a one-time $42 million capital project in 2024 set for completion in Q4 and weighs approximately $90 per ounce on our annual consolidated AISC
---	---
•	The Company recorded one lost time injury in the quarter and a year-to-date total recordable injury frequency rate of 1.37
---	---

​

Growth and Development

•	At the newly discovered Kingfisher prospect at the Séguéla Mine the Company intersected 14.2 g/t gold over 16.8 meters. For full details refer to our News Release titled “Fortuna intersects 14.2g/t Au over 16.8 meter at the Kingfisher prospects, Séguéla Mine, Côte d’Ivoire” dated September 10, 2024
•	Exploration continued at the Diamba Sud exploration project with an intersect of 6.9 g/t gold over 33.3 meters at the Western Splay prospect. For full details refer to our News Release titled “Fortuna intersects 6.9g/t Au over 33.3. meters at the Diamba Sud Project, Senegal” dated September 12, 2024
---	---

​

​

Fortuna | 2

​

​

Third Quarter 2024 Consolidated Results

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
(Expressed in millions)	​	2024	​	2023	​	% Change	​	2024	​	2023	​	% Change
Sales	​	274.9	​	243.1	​	13%	​	759.8	​	577.1	​	32%
Mine operating income	​	86.9	​	65.9	​	32%	​	236.8	​	138.2	​	71%
Operating income	​	72.7	​	45.4	​	60%	​	175.2	​	77.0	​	128%
Attributable net income	​	50.5	​	27.5	​	84%	​	117.4	​	41.5	​	183%
Attributable income per share - basic	​	0.16	​	0.09	​	78%	​	0.38	​	0.14	​	171%
Adjusted attributable net income^1^	​	49.9	​	29.6	​	69%	​	107.3	​	44.3	​	142%
Adjusted EBITDA^1^	​	131.3	​	104.6	​	26%	​	339.1	​	214.0	​	58%
Net cash provided by operating activities	​	92.9	​	106.5	​	(13%)	​	215.4	​	191.8	​	12%
Free cash flow from ongoing operations^1^	​	56.6	​	70.0	​	(19%)	​	107.3	​	87.3	​	23%
Cash cost ($/oz Au Eq)^1^	​	1,059	​	814	​	30%	​	977	​	887	​	10%
All-in sustaining cash cost ($/oz Au Eq)^1^	​	1,696	​	1,313	​	29%	​	1,618	​	1,508	​	7%
Capital expenditures^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	38.4	​	27.2	​	41%	​	94.1	​	89.3	​	5%
Non-sustaining^3^	​	12.3	​	1.3	​	846%	​	38.8	​	3.4	​	1,041%
Séguéla construction	​	-	​	1.9	​	(100%)	​	-	​	50.0	​	(100%)
Brownfields	​	(0.5)	​	3.3	​	(115%)	​	9.0	​	10.7	​	(16%)
As at	​	​	​	​	​	​	​	September 30, 2024	​	December 31, 2023	​	% Change
Cash and cash equivalents					​	​	​	180.6	​	128.1	​	41%
Net liquidity position (excluding letters of credit)	​	​	​	​	​	​	​	430.6	​	213.1	​	102%
Shareholder's equity attributable to Fortuna shareholders	​	​	​	​	​	​	​	1,420.4	​	1,238.4	​	15%
^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^ Non-sustaining expenditures include greenfields exploration												​
Figures may not add due to rounding												​

​

Third Quarter 2024 Results

​

Cash Costs and AISC

Consolidated cash cost per equivalent gold ounce was $1,059, compared to $814 in the third quarter of 2023. The increase in cash cost is explained mainly by lower stripping and mining costs during Séguéla’s first quarter of operations in Q3 2023; lower head grades and throughput at San Jose in its last year of Mineral Reserves; higher cash costs per ounce at Yaramoko related to lower head grades and higher mining and indirect costs. Cash cost per ounce for the quarter and for the year remain largely aligned with annual guidance.

​

All-in sustaining costs per gold equivalent ounce was $1,696 for the third quarter of 2024 compared to $1,313 for the third quarter of 2023. The increase was primarily the result of higher sustaining capital at Lindero related to the expansion of the leach-pad, and higher cash cost per ounce as described above.

​

​

Fortuna | 3

​

​

AISC Performance vs 2024 Guidance

All-in sustaining costs per gold equivalent ounce sold for the nine months ending September 30, 2024 was $1,618 and is expected to be at the higher end of guidance for the year as a result of the following:

●	Real currency appreciation of the Argentine Peso increasing Lindero’s cash costs by 9%
●	Increased sustaining capital costs to accelerate 2025 development at Yaramoko to access newly identified mineral resources
---	---
●	Lower production compared to plan at San Jose due to operational challenges in its last year of reserves
---	---

​

The Company has several continuous improvement initiatives in place.  Some of the key ongoing projects are:

●	Séguéla process optimization: In Q3 2024 Séguéla achieved 35% higher throughput than nameplate capacity, and 20% higher than our 2024 mine plan.  This increase already exceeds the capacity expansion scheduled in the technical report for 2026. The expansion has been achieved with minimal capex.
●	Lindero: Several productivity and cost reduction projects representing annual incremental profit of $16 million (pre-tax) consisting mainly of the following: increased gold recovery from grind size optimization, ADR plant incremental flow, haulage fleet optimization, and conversion from diesel power generation to solar.
---	---

​

Attributable Net Income and Adjusted Attributable Net Income

Net income attributable to Fortuna for the quarter was $50.5 million compared to $27.5 million in Q3 2023. After adjusting for non-cash and non-recurring items, adjusted attributable net income for the quarter was $49.9 million compared to $29.6 million in Q3 2023.

​

The increase in net income and adjusted net income was explained mainly by higher realized gold and silver prices partially offset by lower gold sales volume and higher costs per ounce. The realized gold and silver prices were $2,490 and $29.4 per ounce respectively compared to $1,925 and $23.7 per ounce, respectively, for the comparable period in the prior year. The decrease in gold sales volume was primarily due to lower production at Yaramoko and San Jose as per the mine plans. The higher cost per ounce was primarily at Séguéla, San Jose and Yaramoko as described above.

​

Adjusted net income for the quarter also benefited from $3.4 million of foreign exchange gains related to the appreciation of the Euro during the quarter, $3.2 million of investment income related to cross-border, Argentine pesos denominated bond trades, and lower interest expenses.

​

Depreciation and Depletion

Depreciation and depletion for the third quarter of 2024 was $59.3 million compared to $63.4 million in the comparable period. The decrease in depreciation and depletion was primarily the result of lower depreciation and depletion at San Jose due to an impairment charge in the fourth quarter of 2023 and lower depletion per ounce in the 55 Zone at Yaramoko, partially offset by higher depletion at Séguéla. Depletion at Séguéla in the quarter includes $16.8 million of the purchase price related to the acquisition of Roxgold Inc in 2021.

​

Cash Flow

Fortuna | 4

​

​

Net cash generated by operations for the quarter was $92.9 million compared to $106.5 million in Q3 2023. Excluding changes in working capital, net cash from operations was $119.3 million compared to $106.2 million in the comparative period. The increase of $13.1 million reflects higher adjusted EBITDA of $25.8 million offset mainly by higher taxes paid of $8.9 million mostly at Séguéla.

​

Negative working capital for the quarter of $26.4 million was due to an increase of $24.5 million in receivables primarily due to the timing of trade receivables and VAT collection. At the end of the quarter the balance of VAT receivables at Yaramoko was $45.0 million.

​

In the third quarter of 2024 capital expenditures on a cash basis amounted to $50.2 million consisting of $37.9 million of sustaining capital, including brownfields exploration, and $12.3 million of non-sustaining capital. Year to date capital expenditures were $141.9 million consisting of $103.1 million of sustaining capital and $38.8 million non-sustaining capital.

​

Free cash flow from ongoing operations for the quarter was $56.6 million, compared to $70.0 million in the comparable period. The decrease in free cash flow, despite higher metal prices in the quarter, is explained mainly by negative working capital of $26.4 million compared to $nil in the third quarter of 2023, capital expenditures for the Lindero leach pad expansion and higher taxes paid due to the third and final tax installment at Séguéla for 2023 taxes. The comparable period also had a number of one-time benefits that lowered the cost of production at Séguéla.

​

General and Administrative Expenses

General and administrative expenses for the current quarter of $16.0 million were 10% higher than the same period in 2023 due mainly to higher share-based compensation expenses. G&A comprises the following items:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,							​	Nine months ended September 30,
(Expressed in millions)	​	2024		​	2023		​	% Change	​	2024		​	2023		​	% Change
Mine G&A	​	​	9.9	​	​	8.4	​	18%	​	​	26.6	​	​	20.5	​	30%
Corporate G&A	​	​	3.9	​	​	5.5	​	(29%)	​	​	19.8	​	​	19.7	​	1%
Share-based payments	​	​	2.1	​	​	0.5	​	320%	​	​	10.1	​	​	3.8	​	166%
Workers' participation	​	​	0.1	​	​	0.2	​	(50%)	​	​	0.2	​	​	0.2	​	0%
Total	​	​	16.0	​	​	14.6	​	10%	​	​	56.7	​	​	44.2	​	28%

​

​

Fortuna | 5

​

​

Liquidity

​

The Company’s total liquidity available as of September 30, 2024 was $430.6 million comprised of $180.6 million in cash and cash equivalents, and the fully undrawn $250.0 million revolving credit facility (excluding letters of credit). Effective October 31, 2024, the Company amended its credit facility reducing the amount of the facility to $150 million from $250 million (the facility would have stepped down to $175 million in November 2024), and increased the uncommitted accordion option from $50 million to $75 million. An improved pricing grid and covenant flexibility was negotiated under the amended facility.

Séguéla Mine, Côte d’Ivoire

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
​	****	​	2024		​	2023		​	2024		​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	418,390	​	​	310,387	​	​	1,131,684	​	​	419,992
Average tonnes crushed per day	​	​	4,548	​	​	3,695	​	​	4,115	​	​	2,762
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	2.69	​	​	3.83	​	​	2.94	​	​	3.28
Recovery (%)	​	​	92	​	​	93	​	​	93	​	​	94
Production (oz)	​	​	34,998	​	​	31,498	​	​	102,537	​	​	35,521
Metal sold (oz)	​	​	33,816	​	​	35,503	​	​	101,369	​	​	35,503
Realized price ($/oz)	​	​	2,494	​	​	1,927	​	​	2,305	​	​	1,927
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au)^1^	​	​	655	​	​	397	​	​	559	​	​	397
All-in sustaining cash cost ($/oz Au)^1^	​	​	1,176	​	​	788	​	​	1,073	​	​	788
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's)^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	5,992	​	​	3,147	​	​	14,827	​	​	3,147
Sustaining leases	​	​	2,332	​	​	3,044	​	​	7,034	​	​	3,044
Non-sustaining	​	​	4,797	​	​	-	​	​	14,437	​	​	-
Brownfields	​	​	187	​	​	-	​	​	6,273	​	​	-
^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

​

During the third quarter of 2024, mine production totaled 484,050 tonnes of ore, averaging 2.48 g/t Au, and containing an estimated 38,661 ounces of gold from the Antenna, Ancien and Koula pits. Movement of waste during the quarter totaled 2,935,335 tonnes, for a strip ratio of 6:1. Production was mainly focused from the Antenna pit which produced 412,063 tonnes of ore, with the balance of production sourced from the Koula and Ancien pits.

​

In the third quarter of 2024, Séguéla processed 418,390 tonnes, producing 34,998 ounces of gold, at an average head grade of 2.69 g/t Au, an 11% increase and 30% decrease, respectively, compared to the third quarter in 2023. The decrease in gold grade is in line with the planned mining sequence. Plant throughput for the quarter averaged 208 tonnes per hour (tph), 35% higher than name plate design capacity of 154 tph. The power outages that were experienced in the second quarter did not affect processing plant operations in the third quarter and enabled an increase in the tonnes processed. However, a failure of the drive shaft of the main apron feeder in early July required a repair which reduced throughput rates while the repairs were completed. Throughput rates were subsequently increased, averaging 216 tph in September.

​

Fortuna | 6

​

​

The cash cost per gold ounce sold was $655 for the quarter ended September 30, 2024, compared to $397 in the same period of 2023. The increase is explained by the higher head grade and low-cost production associated with Séguéla´s first quarter of operations in the comparative period. The lower cost of production was mostly related to low-strip mining, shorter haulage, and lower maintenance costs.

​

The all-in sustaining cash cost per gold ounce sold was $1,176 for the quarter ending September 30, 2024, an increase from $788 for the same period in 2023. This increase is due to increased cash costs and increased sustaining capital expenditures in 2024 for stripping activities.

​

Looking forward into 2025, the Séguéla mine plans to operate at approximately 35 percent higher throughput rate compared to nameplate design, and at a stripping ratio closer to the Mineral Reserve average of 13:1 compared to 6:1 year to date. The higher throughput achieved through optimization initiatives in 2024 has not required any material capital expenditures. As a result of sustained higher production rates, the mine will correspondingly face an acceleration of infrastructure requirements in the approximate amount of $10 million above 2024 infrastructure capex figures. These capital projects are primarily related to the early expansion of the tailings storage facility, relocation of the Sunbird communications tower for development of the Sunbird pit, and land access to new mineral deposits and related compensation payments. Management anticipates that advancing these infrastructure projects will unlock annual target production rates of between 140k to 200k ounces in our life of mine plans.

​

​

Fortuna | 7

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​

Yaramoko Mine, Burkina Faso

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
​	****	​	2024		​	2023		​	2024		​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	123,754	​	​	137,281	​	​	352,864	​	​	421,133
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	6.71	​	​	7.72	​	​	7.92	​	​	6.52
Recovery (%)	​	​	98	​	​	99	​	​	98	​	​	98
Production (oz)	​	​	28,006	​	​	34,036	​	​	86,630	​	​	89,476
Metal sold (oz)	​	​	27,995	​	​	33,971	​	​	86,621	​	​	89,448
Realized price ($/oz)	​	​	2,474	​	​	1,932	​	​	2,304	​	​	1,932
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au)^1^	​	​	974	​	​	753	​	​	876	​	​	764
All-in sustaining cash cost ($/oz Au)^1^	​	​	1,373	​	​	1,213	​	​	1,379	​	​	1,429
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's)^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	5,381	​	​	9,451	​	​	20,112	​	​	37,318
Sustaining leases	​	​	1,002	​	​	1,161	​	​	3,069	​	​	3,681
Non-sustaining	​	​	2,463	​	​	–	​	​	4,005	​	​	–
Brownfields	​	​	(1,217)	​	​	1,447	​	​	1,543	​	​	3,656

^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.

​

In the third quarter of 2024, 123,754 tonnes of ore were treated at an average head grade of 6.71 g/t Au, producing 28,006 ounces of gold. This represents a 13% decrease in grade and an 18% decrease in production, when compared to the same period in 2023. The gold grade was lower than predicted in the mine plan due to continuing development operations providing lower grade ore and the milling of supplementary low-grade stockpiles.

​

During the quarter, 80,740 tonnes of ore were mined averaging 7.41 g/t Au from the 55 Zone, and 21,905 tonnes of ore averaging 9.02 g/t Au from QV Prime, totaling 102,645 tonnes averaging 7.75 g/t Au.

​

The cash cost per ounce of gold sold for the quarter ended September 30, 2024, was $974, compared to $753 in the same period in 2023. The increase for the quarter is mainly attributed to higher mining and indirect costs and lower volume of ounces sold due to lower grades.

​

The all-in sustaining cash cost per gold ounce sold was $1,373 for the quarter ended September 30, 2024, compared to $1,213 in the same period of 2023. The increase in the quarter was primarily due to higher cash costs described above, and a change in the royalty regime in Burkina Faso which increased the royalty rate from 5% to 7% when the gold price is over $2,000 per ounce. This was partially offset by lower sustaining capital expenditure in 2024.

​

Fortuna | 8

​

​

Lindero Mine, Argentina

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
​	****	​	2024		​	2023		​	2024		​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes placed on the leach pad	​	​	1,654,101	​	​	1,467,578	​	​	4,610,215	​	​	4,449,049
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	0.66	​	​	0.62	​	​	0.62	​	​	0.65
Production (oz)	​	​	24,345	​	​	20,933	​	​	70,481	​	​	71,647
Metal sold (oz)	​	​	26,655	​	​	22,242	​	​	69,886	​	​	74,194
Realized price ($/oz)	​	​	2,503	​	​	1,910	​	​	2,316	​	​	1,923
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au)^1^	​	​	1,042	​	​	987	​	​	1,047	​	​	915
All-in sustaining cash cost ($/oz Au)^1^	​	​	1,962	​	​	1,609	​	​	1,881	​	​	1,568
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's)^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	20,678	​	​	7,669	​	​	46,636	​	​	28,751
Sustaining leases	​	​	586	​	​	598	​	​	1,771	​	​	1,795
Non-sustaining	​	​	219	​	​	353	​	​	568	​	​	676

^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

During the third quarter of 2024, 2.1 million tonnes of ore were mined, with a stripping ratio of 1:1. A total of 1,654,101 tonnes of ore was placed on the heap leach pad at an average gold grade of 0.66 g/t, containing an estimated 34,925 ounces of gold. The 13% increase in tonnes placed on the leach pad, when compared to the third quarter of 2023, is mainly due to mine sequencing.

​

Lindero’s total gold production for the quarter was 24,345 ounces of gold, comprised of 22,569 ounces in doré bars, 1,754 ounces contained in rich fine carbon, and 21 ounces contained in copper precipitate. The 16% increase from the third quarter of 2023, is due to an increase in tonnes placed on the leach pad and higher gold grade in the third quarter of 2024.

​

The cash cost per ounce of gold for the quarter ended September 30, 2024 was $1,042 compared to $987 in the same period of 2023. The increase in cash cost per ounce of gold was related to increased mine costs as a result of additional heavy equipment rentals and labour costs.

​

The all-in sustaining cash cost per gold ounce sold during Q3 2024 was $1,962, an increase from $1,609 in the third quarter of 2023. The increase for the quarter was primarily due to higher cash costs as described above and higher sustaining capital expenditures to support the expansion of the heap leach pad which accounted for $580 per ounce in the quarter.

​

As of September 30, 2024, the $51.8 million leach pad expansion project ($41.7 million capital investment in 2024) was approximately 76% complete and tracking on budget. Procurement is complete, with items onsite. Liner installation is approximately 44% complete. In October of 2024, the Company started placing ore on the leach pad expansion and practical completion is expected by year-end. Minor construction activities and contractor demobilization are planned for early 2025.

Fortuna | 9

​

​

San Jose Mine, Mexico

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
​	****	​	2024	****	​	2023	****	​	2024	****	​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	188,212	​	​	247,542	​	​	545,529	​	​	689,165
Average tonnes milled per day	​	​	2,163	​	​	2,845	​	​	2,106	​	​	2,790
​	​	​	​	​	​	​	​	​	​	​	​	​
Silver	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	99	​	​	189	​	​	128	​	​	180
Recovery (%)	​	​	86	​	​	91	​	​	87	​	​	91
Production (oz)	​	​	510,741	​	​	1,372,530	​	​	1,954,028	​	​	3,633,107
Metal sold (oz)	​	​	533,812	​	​	1,347,719	​	​	1,946,637	​	​	3,618,723
Realized price ($/oz)	​	​	29.45	​	​	23.65	​	​	27.12	​	​	23.37
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	0.74	​	​	1.14	​	​	0.90	​	​	1.11
Recovery (%)	​	​	85	​	​	91	​	​	86	​	​	90
Production (oz)	​	​	3,771	​	​	8,205	​	​	13,573	​	​	22,215
Metal sold (oz)	​	​	3,941	​	​	8,068	​	​	13,411	​	​	22,118
Realized price ($/oz)	​	​	2,484	​	​	1,932	​	​	2,296	​	​	1,930
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Ag Eq)^1,2^	​	​	29.40	​	​	13.73	​	​	25.01	​	​	13.37
All-in sustaining cash cost ($/oz Ag Eq)^1,2^	​	​	32.65	​	​	18.04	​	​	27.67	​	​	18.66
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's)^3^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	–	​	​	3,462	​	​	–	​	​	10,828
Sustaining leases	​	​	198	​	​	256	​	​	675	​	​	632
Non-sustaining	​	​	2,535	​	​	385	​	​	8,325	​	​	1,178
Brownfields	​	​	–	​	​	1,082	​	​	–	​	​	2,958

^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

​

In the third quarter of 2024, San Jose produced 510,741 ounces of silver and 3,771 ounces of gold, 63% and 54% decreases respectively, at average head grades for silver and gold of 99 g/t and 0.74 g/t, a 48% decrease and 35% decrease respectively, when compared to the same period in 2023. During the third quarter the mine plan included areas near old workings at the upper level of the mine which have a higher level of geological uncertainty. These areas accounted for 46% of quarterly production and returned 36% lower head grades and 28% lower tonnage than expected. The mine plan for the fourth quarter continues to encompass areas of high geologic uncertainty.

​

The processing plant milled 188,212 tonnes averaging 2,163 tonnes per day. Metallurgical recoveries were impacted by higher iron oxide material from upper levels mined during the period.

​

The cash cost per silver equivalent ounce for the three months ending September 30, 2024, was $29.40, an increase from $13.73 in the same period of 2023. The higher cost per ounce was primarily the result of lower production and silver equivalent ounces sold as described above and the impact of fixed costs being spread across fewer ounces sold.

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The all-in sustaining cash cost per payable silver equivalent ounce for the three months ended September 30, 2024, increased by 81% to $32.65 from $18.04 for the same period in 2023. These increases were mainly driven by higher cash costs and lower production, which was partially offset by lower capital expenditures.

​

Following Management’s evaluation of the options available for San Jose, the Company is planning to initiate the progressive closure of the San Jose mine starting in the first quarter of 2025. A comprehensive multi-year closure and monitoring plan and budget are expected to be completed in the fourth quarter of 2024. The plan considers concurrent closure activities with reduced mining operations, which may continue for up to eighteen months at rates of under 1,000 tonnes per day in selected portions of the remaining Mineral Resources in the underground mine. Management expects production income can offset a significant portion of closure costs in the initial years.

​

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Caylloma Mine, Peru

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
​	****	​	2024		​	2023		​	2024		​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	138,030	​	​	140,077	​	​	411,669	​	​	403,076
Average tonnes milled per day	​	​	1,551	​	​	1,556	​	​	1,548	​	​	1,515
​	​	​	​	​	​	​	​	​	​	​	​	​
Silver	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	82	​	​	83	​	​	84	​	​	84
Recovery (%)	​	​	84	​	​	82	​	​	83	​	​	82
Production (oz)	​	​	305,446	​	​	308,221	​	​	927,304	​	​	896,583
Metal sold (oz)	​	​	338,768	​	​	275,708	​	​	931,820	​	​	875,365
Realized price ($/oz)	​	​	29.24	​	​	23.93	​	​	26.98	​	​	23.50
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	0.11	​	​	0.13	​	​	0.11	​	​	0.13
Recovery (%)	​	​	27	​	​	24	​	​	28	​	​	24
Production (oz)	​	​	131	​	​	149	​	​	424	​	​	404
Metal sold (oz)	​	​	46	​	​	18	​	​	169	​	​	40
Realized price ($/oz)	​	​	2,512	​	​	1,921	​	​	2,233	​	​	1,902
​	​	​	​	​	​	​	​	​	​	​	​	​
Lead	​	​	​	​	​	​	​	​	​	​	​	​
Grade (%)	​	​	3.62	​	​	3.66	​	​	3.64	​	​	3.66
Recovery (%)	​	​	91	​	​	92	​	​	91	​	​	92
Production (000's lbs)	​	​	9,998	​	​	10,337	​	​	30,053	​	​	30,053
Metal sold (000's lbs)	​	​	10,934	​	​	9,232	​	​	30,181	​	​	29,433
Realized price ($/lb)	​	​	0.93	​	​	0.97	​	​	0.95	​	​	0.98
​	​	​	​	​	​	​	​	​	​	​	​	​
Zinc	​	​	​	​	​	​	​	​	​	​	​	​
Grade (%)	​	​	4.64	​	​	5.07	​	​	4.63	​	​	5.07
Recovery (%)	​	​	91	​	​	90	​	​	90	​	​	90
Production (000's lbs)	​	​	12,809	​	​	14,037	​	​	38,032	​	​	41,125
Metal sold (000's lbs)	​	​	13,411	​	​	13,959	​	​	38,586	​	​	41,759
Realized price ($/lb)	​	​	1.26	​	​	1.10	​	​	1.22	​	​	1.26
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Ag Eq)^1,2^	​	​	14.88	​	​	15.25	​	​	13.45	​	​	14.10
All-in sustaining cash cost ($/oz Ag Eq)^1,2^	​	​	22.69	​	​	21.14	​	​	19.90	​	​	19.03
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's)^3^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	6,310	​	​	3,514	​	​	12,480	​	​	9,267
Sustaining leases	​	​	(9)	​	​	813	​	​	1,871	​	​	2,626
Brownfields	​	​	516	​	​	797	​	​	1,208	​	​	1,337

^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.

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Fortuna | 12

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​

The Caylloma Mine produced 305,446 ounces of silver at an average head grade of 82 g/t Ag in the third quarter of 2024, reflecting similar production as the previous quarter.

​

Zinc and lead production was 12.8 million pounds and 10.0 million pounds, respectively, with average head grades of 4.64% Zn and 3.62% Pb, representing an 8% decrease and 1% decrease, respectively, when compared to the third quarter of 2023. Zinc production decreased by 9% and lead production decreased by 3% when compared to the same period in 2023. The lower production is the result of lower head grades delivered to the plant, in accordance with the planned mining sequence for the period.

​

The cash cost per silver equivalent ounce sold for the three months ended September 30, 2024 was $14.88, a 2% decrease compared to the comparable period in 2023. Cash costs for the mine were lower for the period due to lower ground support costs as mining took place in more competent rock and lower plant costs but was offset by lower silver equivalent ounces sold due to high silver prices and the impact on the calculation of silver equivalent for lead and zinc.

​

The all-in sustaining cash cost per ounce of payable silver equivalent for the three months ended September 30, 2024, was $22.69 compared to $21.14 for the same period in 2023. The increase is due to higher sustaining capital expenditures in the third quarter of 2024 compared to the same period in 2023 and the impact of higher silver prices on the calculation of silver equivalent ounces for base metals. If silver equivalent ounces were calculated using guidance prices, the all-in sustaining cost per ounce would have been approximately $19.38.

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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 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: cash cost per ounce of gold sold; 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; 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 and nine months ended September 30, 2024 (“Q3 2024 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; and the additional purposes, if any, for which management of the Company uses such measures and ratio. The Q3 2024 MD&A may be accessed on SEDAR+ at www.sedarplus.ca under the Company’s profile.

Except as otherwise described in the Q3 2024 MD&A, the Company has calculated these measures consistently for all periods presented.

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Reconciliation of Debt to total net debt and net debt to adjusted EBITDA ratio for September 30, 2024

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​				​	​	​
(Expressed in millions except Total net debt to Adjusted EBITDA ratio)				​	​		​	​		​	As at September 30, 2024
2024 Convertible Notes	​	​	​	​	​	​	​	​	​	​	​	172.5
Less: Cash and Cash Equivalents	​	​	​	​	​	​	​	​	​	​	​	(180.6)
Total net debt^1^	​	​	​	​	​	​	​	​	​	​	​	(8.1)
Adjusted EBITDA (last four quarters)	​	​	​	​	​	​	​	​	​	​	​	459.5
Total net debt to adjusted EBITDA ratio	​	​	​	​	​	​	​	​	​	​	​	0:1
^1^Excluding letters of credit	​	​	​	​	​	​	​	​	​	​	​	​

​

Reconciliation of net income to adjusted attributable net income for the three and nine months ended September 30, 2024 and 2023

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
(Expressed in millions)		2024			2023		​	2024			2023
Net income attributable to shareholders	​	​	50.5	​	​	27.5	​	​	117.4	​	​	41.5
Adjustments, net of tax:	​	​	​	​	​	​	​	​	​	​	​	​
Community support provision and accruals^1^	​	​	-	​	​	-	​	​	(0.3)	​	​	(0.1)
Foreign exchange loss, Séguéla Mine^2^	​	​	-	​	​	0.1	​	​	-	​	​	-
Write off of mineral properties	​	​	-	​	​	0.5	​	​	-	​	​	0.5
Unrealized loss (gain) on derivatives	​	​	-	​	​	(0.1)	​	​	-	​	​	(0.3)
Income tax, convertible debentures	​	​	-	​	​	-	​	​	(12.0)	​	​	-
Inventory adjustment	​	​	(0.1)	​	​	-	​	​	1.7	​	​	0.7
Accretion on right of use assets	​	​	0.9	​	​	1.5	​	​	2.7	​	​	2.6
Other non-cash/non-recurring items	​	​	(1.4)	​	​	0.1	​	​	(2.2)	​	​	(0.6)
Adjusted attributable net income	​	​	49.9	​	​	29.6	​	​	107.3	​	​	44.3
^1^Amounts are recorded in Cost of sales	​	​	​	​	​	​	​	​	​	​	​	​

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Reconciliation of net income to adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023

​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,				​	​	Nine months ended September 30,
Consolidated (in millions of US dollars)	​	2024	​	​	2023	​	​	2024	​	​	2023
Net income	​	54.4	​	​	30.9	​	​	126.8	​	​	46.2
Adjustments:	​	​	​	​	​	​	​	​	​	​	​
Community support provision and accruals	​	-	​	​	(0.1)	​	​	(0.5)	​	​	(0.2)
Inventory adjustment	​	(0.1)	​	​	-	​	​	2.5	​	​	0.9
Foreign exchange loss, Séguéla Mine	​	-	​	​	0.1	​	​	-	​	​	-
Net finance items	​	6.3	​	​	8.2	​	​	19.4	​	​	14.3
Depreciation, depletion, and amortization	​	59.9	​	​	63.9	​	​	167.4	​	​	148.0
Income taxes	​	15.1	​	​	6.6	​	​	37.3	​	​	15.6
Other non-cash/non-recurring items	​	(4.3)	​	​	(5.0)	​	​	(13.8)	​	​	(10.8)
Adjusted EBITDA	​	131.3	​	​	104.6	​	​	339.1	​	​	214.0

Figures may not add due to rounding

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Reconciliation of net cash from operating activities to free cash flow from ongoing operations for the three and nine months ended September 30, 2024 and 2023

​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,				​	​	Nine months ended September 30,
(Expressed in millions)	2024			2023		​	2024		****	2023
​	​	​	​	​	​	​	​	​	​	​	​
Net cash provided by operating activities	​	92.9	​	​	106.5	​	​	215.4	​	​	191.8
Closure and rehabilitation provisions	​	2.2	​	​	-	​	​	2.3	​	​	-
Séguéla, working capital	​	-	​	​	-	​	​	-	​	​	4.4
Additions to mineral properties, plant and equipment	​	(37.8)	​	​	(30.6)	​	​	(103.1)	​	​	(97.3)
Gain on blue chip swap investments	​	3.2	​	​	-	​	​	8.3	​	​	-
Right of use payments	​	(4.2)	​	​	(5.9)	​	​	(14.8)	​	​	(11.6)
Other adjustments	​	0.3	​	​	-	​	​	(0.8)	​	​	-
Free cash flow from ongoing operations	​	56.6	​	​	70.0	​	​	107.3	​	​	87.3

Figures may not add due to rounding

​

Reconciliation of cost of sales to cash cost per ounce of gold equivalent sold for the three and nine months ended September 30, 2024 and 2023

​	​	​	​	​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Q3 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	42,350	​	45,656	​	55,466	​	24,697	​	19,820	​	187,991
Inventory adjustment	2	​	—	​	—	​	135	​	—	​	137
Depletion, depreciation, and amortization	(13,639)	​	(12,923)	​	(27,165)	​	(1,150)	​	(4,465)	​	(59,342)
Royalties and taxes	(89)	​	(5,480)	​	(6,143)	​	(639)	​	(366)	​	(12,717)
By-product credits	(1,132)	​	—	​	—	​	—	​	—	​	(1,132)
Other	—	​	—	​	—	​	6	​	(279)	​	(273)
Treatment and refining charges	—	​	—	​	—	​	826	​	2,249	​	3,075
Cash cost applicable per gold equivalent ounce sold	27,492	​	27,253	​	22,158	​	23,875	​	16,959	​	117,737
Ounces of gold equivalent sold	26,393	​	27,995	​	33,816	​	9,597	​	13,401	​	111,203
Cash cost per ounce of gold equivalent sold (/oz)	1,042	​	974	​	655	​	2,488	​	1,265	​	1,059
Gold equivalent was calculated using the realized prices for gold of 2,490/oz Au, 29.4/oz Ag, 2,040/t Pb, and 2,782/t Zn for Q3 2024.
Figures may not add due to rounding
​

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Q3 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	36,778	​	53,943	​	33,233	​	37,071	​	16,159	​	177,184
Inventory adjustment	—	​	—	​	—	​	—	​	—	​	—
Depletion, depreciation, and amortization	(11,132)	​	(24,563)	​	(14,556)	​	(10,233)	​	(2,960)	​	(63,444)
Royalties and taxes	(3,266)	​	(3,793)	​	(4,568)	​	(1,278)	​	(166)	​	(13,071)
By-product credits	(454)	​	—	​	—	​	—	​	—	​	(454)
Other	—	​	—	​	—	​	(341)	​	(340)	​	(681)
Treatment and refining charges	—	​	—	​	—	​	1,010	​	4,972	​	5,982
Cash cost applicable per gold equivalent ounce sold	21,926	​	25,587	​	14,109	​	26,229	​	17,665	​	105,516
Ounces of gold equivalent sold	22,224	​	33,971	​	35,503	​	23,487	​	14,384	​	129,570
Cash cost per ounce of gold equivalent sold (/oz)	987	​	753	​	397	​	1,117	​	1,228	​	814
Gold equivalent was calculated using the realized prices for gold of 1,924/oz Au, 23.7/oz Ag, 2,136/t Pb, and 2,428/t Zn for Q3 2023
Figures may not add due to rounding
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All values are in US Dollars.

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​	​	​	​	​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Year to Date 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	112,409	​	131,446	​	152,106	​	73,945	​	53,164	​	523,072
Inventory adjustment	(226)	​	(2,852)	​	—	​	597	​	—	​	(2,481)
Depletion, depreciation, and amortization	(36,800)	​	(36,922)	​	(78,211)	​	(2,114)	​	(11,647)	​	(165,694)
Royalties and taxes	(458)	​	(15,782)	​	(17,244)	​	(2,210)	​	(949)	​	(36,643)
By-product credits	(2,259)	​	—	​	—	​	—	​	—	​	(2,259)
Other	—	​	—	​	—	​	—	​	(960)	​	(960)
Treatment and refining charges	—	​	—	​	—	​	2,543	​	5,766	​	8,309
Cash cost applicable per gold equivalent ounce sold	72,666	​	75,890	​	56,651	​	72,761	​	45,374	​	323,342
Ounces of gold equivalent sold	69,430	​	86,621	​	101,369	​	34,218	​	39,476	​	331,114
Cash cost per ounce of gold equivalent sold (/oz)	1,047	​	876	​	559	​	2,126	​	1,149	​	977
Gold equivalent was calculated using the realized prices for gold of 2,307/oz Au, 27.1/oz Ag, 2,091/t Pb, and 2,692/t Zn for Year to Date 2024.
Figures may not add due to rounding
​

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Year to Date 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	118,783	​	137,159	​	33,233	​	98,960	​	50,810	​	438,945
Inventory adjustment	15	​	(827)	​	—	​	—	​	—	​	(812)
Depletion, depreciation, and amortization	(36,197)	​	(57,719)	​	(14,556)	​	(28,677)	​	(9,848)	​	(146,997)
Royalties and taxes	(11,042)	​	(10,241)	​	(4,568)	​	(3,575)	​	(851)	​	(30,277)
By-product credits	(3,738)	​	—	​	—	​	—	​	—	​	(3,738)
Other	—	​	—	​	—	​	(91)	​	(1,294)	​	(1,385)
Treatment and refining charges	—	​	—	​	—	​	2,848	​	15,735	​	18,583
Cash cost applicable per gold equivalent ounce sold	67,821	​	68,372	​	14,109	​	69,465	​	54,552	​	274,319
Ounces of gold equivalent sold	74,117	​	89,448	​	35,503	​	63,000	​	47,128	​	309,195
Cash cost per ounce of gold equivalent sold (/oz)	915	​	764	​	397	​	1,103	​	1,158	​	887
Gold equivalent was calculated using the realized prices for gold of 1,927/oz Au, 23.4/oz Ag, 2,162/t Pb, and 2,778/t Zn for YTD 2023
Figures may not add due to rounding
​

All values are in US Dollars.

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Reconciliation of cost of sales to all-in sustaining cash cost per ounce of gold equivalent sold for the three and nine months ended September 30, 2024 and 2023

​	​	​	​	​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Q3 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	27,492	​	27,253	​	22,158	​	23,875	​	16,959	​	—	​	117,737
Inventory net realizable value adjustment	—	​	—	​	—	​	—	​	—	​	—	​	—
Royalties and taxes	89	​	5,480	​	6,143	​	639	​	366	​	—	​	12,717
Worker's participation	—	​	—	​	—	​	—	​	472	​	—	​	472
General and administration	2,935	​	550	​	2,945	​	1,802	​	1,246	​	6,275	​	15,753
Stand-by	—	​	—	​	—	​	—	​	—	​	—	​	—
Total cash costs	30,516	​	33,283	​	31,246	​	26,316	​	19,043	​	6,275	​	146,679
Sustaining capital1	21,264	​	5,166	​	8,511	​	198	​	6,817	​	—	​	41,956
All-in sustaining costs	51,780	​	38,449	​	39,757	​	26,514	​	25,860	​	6,275	​	188,635
Gold equivalent ounces sold	26,393	​	27,995	​	33,816	​	9,597	​	13,401	​	—	​	111,203
All-in sustaining costs per ounce	1,962	​	1,373	​	1,176	​	2,763	​	1,930	​	—	​	1,696
Gold equivalent was calculated using the realized prices for gold of 2,490/oz Au, 29.4/oz Ag, 2,040/t Pb, and 2,782/t Zn for Q3 2024.
Figures may not add due to rounding
1 Presented on a cash basis
​	​	​	​	​	​	​	​	​	​	​	​	​	​

All values are in US Dollars.

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​	​	​	​	​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Q3 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	21,926	​	25,587	​	14,109	​	26,229	​	17,665	​	—	​	105,516
Inventory net realizable value adjustment	—	​	—	​	—	​	—	​	—	​	—	​	—
Royalties and taxes	3,266	​	3,793	​	4,568	​	1,278	​	166	​	—	​	13,071
Worker's participation	—	​	—	​	—	​	426	​	510	​	—	​	936
General and administration	2,292	​	(243)	​	3,112	​	1,727	​	1,032	​	6,219	​	14,139
Stand-by	—	​	—	​	—	​	—	​	—	​	—	​	—
Total cash costs	27,484	​	29,137	​	21,789	​	29,660	​	19,373	​	6,219	​	133,662
Sustaining capital1	8,267	​	12,059	​	6,191	​	4,800	​	5,124	​	—	​	36,441
All-in sustaining costs	35,751	​	41,196	​	27,980	​	34,460	​	24,497	​	6,219	​	170,103
Gold equivalent ounces sold	22,224	​	33,971	​	35,503	​	23,487	​	14,384	​	—	​	129,570
All-in sustaining costs per ounce	1,609	​	1,213	​	788	​	1,467	​	1,703	​	—	​	1,313
Gold equivalent was calculated using the realized prices for gold of 1,924/oz Au, 23.7/oz Ag, 2,136/t Pb, and 2,428/t Zn for Q3 2023
Figures may not add due to rounding
1 Presented on a cash basis
​	​	​	​	​	​	​	​	​	​	​	​	​	​

All values are in US Dollars.

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Fortuna | 18

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​	​	​	​	​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Year to Date 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	72,666	​	75,890	​	56,651	​	72,761	​	45,374	​	—	​	323,342
Inventory net realizable value adjustment	—	​	1,777	​	—	​	—	​	—	​	—	​	1,777
Royalties and taxes	458	​	15,782	​	17,244	​	2,210	​	949	​	—	​	36,643
Worker's participation	—	​	—	​	—	​	—	​	1,361	​	—	​	1,361
General and administration	9,095	​	1,282	​	6,716	​	4,850	​	3,871	​	29,262	​	55,076
Stand-by	—	​	—	​	—	​	—	​	—	​	—	​	—
Total cash costs	82,219	​	94,731	​	80,611	​	79,821	​	51,555	​	29,262	​	418,199
Sustaining capital1	48,407	​	24,724	​	28,134	​	675	​	15,559	​	—	​	117,499
All-in sustaining costs	130,626	​	119,455	​	108,745	​	80,496	​	67,114	​	29,262	​	535,698
Gold equivalent ounces sold	69,430	​	86,621	​	101,369	​	34,218	​	39,476	​	—	​	331,114
All-in sustaining costs per ounce	1,881	​	1,379	​	1,073	​	2,352	​	1,700	​	—	​	1,618
Gold equivalent was calculated using the realized prices for gold of 2,307/oz Au, 27.1/oz Ag, 2,091/t Pb, and 2,692/t Zn for Year to Date 2024.
Figures may not add due to rounding
1 Presented on a cash basis
​	​	​	​	​	​	​	​	​	​	​	​	​	​

All values are in US Dollars.

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​	​	​	​	​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Year to Date 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	67,821	​	68,372	​	14,109	​	69,465	​	54,552	​	—	​	274,319
Inventory net realizable value adjustment	—	​	334	​	—	​	—	​	—	​	—	​	334
Royalties and taxes	11,042	​	10,241	​	4,568	​	3,575	​	851	​	—	​	30,277
Worker's participation	—	​	—	​	—	​	114	​	1,528	​	—	​	1,642
General and administration	6,791	​	1,255	​	3,112	​	5,251	​	3,466	​	23,300	​	43,175
Stand-by	—	​	2,999	​	—	​	4,084	​	—	​	—	​	7,083
Total cash costs	85,654	​	83,201	​	21,789	​	82,489	​	60,397	​	23,300	​	356,830
Sustaining capital1	30,546	​	44,655	​	6,191	​	14,418	​	13,230	​	—	​	109,040
All-in sustaining costs	116,200	​	127,856	​	27,980	​	96,907	​	73,627	​	23,300	​	465,870
Gold equivalent ounces sold	74,117	​	89,448	​	35,503	​	63,000	​	47,128	​	—	​	309,195
All-in sustaining costs per ounce	1,568	​	1,429	​	788	​	1,538	​	1,562	​	—	​	1,508
Gold equivalent was calculated using the realized prices for gold of 1,927/oz Au, 23.4/oz Ag, 2,162/t Pb, and 2,778/t Zn for YTD 2023
Figures may not add due to rounding
1 Presented on a cash basis
​	​	​	​	​	​	​	​	​	​	​	​	​	​

All values are in US Dollars.

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Reconciliation of cost of sales to cash cost per payable ounce of silver equivalent sold for the three and nine months ended September 30, 2024 and 2023

​	​	​	​	​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Q3 2024	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales	​	24,697	​	19,820	​	44,517
Inventory adjustment	​	135	​	—	​	135
Depletion, depreciation, and amortization	​	(1,150)	​	(4,465)	​	(5,615)
Royalties and taxes	​	(639)	​	(366)	​	(1,005)
Other	​	6	​	(279)	​	(273)
Treatment and refining charges	​	826	​	2,249	​	3,075
Cash cost applicable per silver equivalent sold	​	23,875	​	16,959	​	40,834
Ounces of silver equivalent sold^1^	​	812,015	​	1,139,823	​	1,951,838
Cash cost per ounce of silver equivalent sold ($/oz)	​	29.40	​	14.88	​	20.92
1 Silver equivalent sold for Q3 2024 for San Jose is calculated using a silver to gold ratio of 84.3:1. Silver equivalent sold for Q3 2024 for Caylloma is calculated using a silver to gold ratio of 85.9:1, silver to lead ratio of 1:31.6 pounds, and silver to zinc ratio of 1:23.2 pounds.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures may not add due to rounding
​
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​	​	​	​	​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Q3 2023	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales	​	37,071	​	16,159	​	53,230
Inventory adjustment	​	—	​	—	​	—
Depletion, depreciation, and amortization	​	(10,233)	​	(2,960)	​	(13,193)
Royalties and taxes	​	(1,278)	​	(166)	​	(1,444)
Other	​	(341)	​	(340)	​	(681)
Treatment and refining charges	​	1,010	​	4,972	​	5,982
Cash cost applicable per silver equivalent sold	​	26,229	​	17,665	​	43,894
Ounces of silver equivalent sold^1^	​	1,910,609	​	1,158,881	​	3,069,490
Cash cost per ounce of silver equivalent sold ($/oz)	​	13.73	​	15.25	​	14.30
1 Silver equivalent sold for San Jose for Q3 2023 is 81.7:1.Silver equivalent sold for Caylloma for Q3 2023 is calculated using a silver to gold ratio of 80.3:1, silver to lead ratio of 1:24.7 pounds, and silver to zinc ratio 1:21.7
^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 2024	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales	​	73,945	​	53,164	​	127,109
Inventory adjustment	​	597	​	—	​	597
Depletion, depreciation, and amortization	​	(2,114)	​	(11,647)	​	(13,761)
Royalties and taxes	​	(2,210)	​	(949)	​	(3,159)
Other	​	—	​	(960)	​	(960)
Treatment and refining charges	​	2,543	​	5,766	​	8,309
Cash cost applicable per silver equivalent sold	​	72,761	​	45,374	​	118,135
Ounces of silver equivalent sold^1^	​	2,908,861	​	3,372,741	​	6,281,602
Cash cost per ounce of silver equivalent sold ($/oz)	​	25.01	​	13.45	​	18.81
^1^Silver equivalent sold for Year to Date 2024 for San Jose is calculated using a silver to gold ratio of 84.6:1. Silver equivalent sold for Year to Date 2024 for Caylloma is calculated using a silver to gold ratio of 82.8:1, silver to lead ratio of 1:28.4 pounds, and silver to zinc ratio of 1:22.1 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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Fortuna | 20

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​

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​	​	​	​	​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Year to Date 2023	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales	​	98,960	​	50,810	​	149,770
Inventory adjustment	​	—	​	—	​	—
Depletion, depreciation, and amortization	​	(28,677)	​	(9,848)	​	(38,525)
Royalties and taxes	​	(3,575)	​	(851)	​	(4,426)
Other	​	(91)	​	(1,294)	​	(1,385)
Treatment and refining charges	​	2,848	​	15,735	​	18,583
Cash cost applicable per silver equivalent sold	​	69,465	​	54,552	​	124,017
Ounces of silver equivalent sold^1^	​	5,194,670	​	3,869,253	​	9,063,923
Cash cost per ounce of silver equivalent sold ($/oz)	​	13.37	​	14.10	​	13.68
1 Silver equivalent sold for Year to Date 2023 for San Jose is calculated using a silver to gold ratio of 82.6:1. Silver equivalent sold for Year to Date 2023 for Caylloma is calculated using a silver to gold ratio of 80.9:1, silver to lead ratio of 1:24.0 pounds, and silver to zinc ratio of 1:18.6 pounds.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures 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 and nine months ended September 30, 2024 and 2023

​	​	​	​	​	​	​
AISC Per Silver Equivalent Ounce Sold - Q3 2024	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold	​	23,875	​	16,959	​	40,834
Royalties and taxes	​	639	​	366	​	1,005
Worker's participation	​	—	​	472	​	472
General and administration	​	1,802	​	1,246	​	3,048
Stand-by	​	—	​	—	​	—
Total cash costs	​	26,316	​	19,043	​	45,359
Sustaining capital^3^	​	198	​	6,817	​	7,015
All-in sustaining costs	​	26,514	​	25,860	​	52,374
Silver equivalent ounces sold^1^	​	812,015	​	1,139,823	​	1,951,838
All-in sustaining costs per ounce^2^	​	32.65	​	22.69	​	26.83
1 Silver equivalent sold for Q3 2024 for San Jose is calculated using a silver to gold ratio of 84.3:1. Silver equivalent sold for Q3 2024 for Caylloma is calculated using a silver to gold ratio of 85.9:1, silver to lead ratio of 1:31.6 pounds, and silver to zinc ratio of 1:23.2 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 - Q3 2023	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold	​	26,229	​	17,665	​	43,894
Royalties and taxes	​	1,278	​	166	​	1,444
Worker's participation	​	426	​	510	​	936
General and administration	​	1,727	​	1,032	​	2,759
Stand-by	​	—	​	—	​	—
Total cash costs	​	29,660	​	19,373	​	49,033
Sustaining capital^3^	​	4,800	​	5,124	​	9,924
All-in sustaining costs	​	34,460	​	24,497	​	58,957
Silver equivalent ounces sold^1^	​	1,910,609	​	1,158,881	​	3,069,490
All-in sustaining costs per ounce^2^	​	18.04	​	21.14	​	19.21
1 Silver equivalent sold for San Jose for Q3 2023 is 81.7:1.Silver equivalent sold for Caylloma for Q3 2023 is calculated using a silver to gold ratio of 80.3:1, silver to lead ratio of 1:24.7 pounds, and silver to zinc ratio 1:21.7
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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Fortuna | 21

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​	​	​	​	​	​	​
AISC Per Silver Equivalent Ounce Sold - Year to Date 2024	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold	​	72,761	​	45,374	​	118,135
Royalties and taxes	​	2,210	​	949	​	3,159
Worker's participation	​	—	​	1,361	​	1,361
General and administration	​	4,850	​	3,871	​	8,721
Stand-by	​	—	​	—	​	—
Total cash costs	​	79,821	​	51,555	​	131,376
Sustaining capital^3^	​	675	​	15,559	​	16,234
All-in sustaining costs	​	80,496	​	67,114	​	147,610
Silver equivalent ounces sold^1^	​	2,908,861	​	3,372,741	​	6,281,602
All-in sustaining costs per ounce^2^	​	27.67	​	19.90	​	23.50
1 Silver equivalent sold for Year to Date 2024 for San Jose is calculated using a silver to gold ratio of 84.6:1. Silver equivalent sold for Year to Date 2024 for Caylloma is calculated using a silver to gold ratio of 82.8:1, silver to lead ratio of 1:28.4 pounds, and silver to zinc ratio of 1:22.1 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 2023	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold	​	69,465	​	54,552	​	124,017
Royalties and taxes	​	3,575	​	851	​	4,426
Worker's participation	​	114	​	1,528	​	1,642
General and administration	​	5,251	​	3,466	​	8,717
Stand-by	​	4,084	​	—	​	4,084
Total cash costs	​	82,489	​	60,397	​	142,886
Sustaining capital^3^	​	14,418	​	13,230	​	27,648
All-in sustaining costs	​	96,907	​	73,627	​	170,534
Silver equivalent ounces sold^1^	​	5,194,670	​	3,869,253	​	9,063,923
All-in sustaining costs per ounce^2^	​	18.66	​	19.03	​	18.81
1 Silver equivalent sold for Year to Date 2023 for San Jose is calculated using a silver to gold ratio of 82.6:1. Silver equivalent sold for Year to Date 2023 for Caylloma is calculated using a silver to gold ratio of 80.9:1, silver to lead ratio of 1:24.0 pounds, and silver to zinc ratio of 1:18.6 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis
​	​	​	​	​	​	​

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Additional information regarding the Company’s financial results and activities underway are available in the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2024 and 2023 and accompanying Q3 2024 MD&A, which are available for download on the Company’s website, www.fortunamining.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.

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Fortuna | 22

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Conference Call and Webcast

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A conference call to discuss the financial and operational results will be held on Thursday, November 7, 2024, at 9:00 a.m. Pacific time | 12:00 p.m. Eastern time. Hosting the call will be Jorge A. Ganoza, President and CEO, Luis D. Ganoza, Chief Financial Officer, Cesar Velasco, Chief Operating Officer - Latin America, and David Whittle, Chief Operating Officer - West Africa.

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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/1696/51478 or over the phone by dialing in just prior to the starting time.

Conference call details:

Date: Thursday, November 7, 2024

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

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Dial in number (Toll Free): +1.888.506.0062

Dial in number (International): +1.973.528.0011

Access code: 398720

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Replay number (Toll Free): +1.877.481.4010

Replay number (International): +1.919.882.2331

Replay passcode: 51478

Playback of the earnings call will be available until Thursday, November 21, 2024. Playback of the webcast will be available until Friday, November 7, 2025. In addition, a transcript of the call will be archived on the Company’s website.

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About Fortuna Mining Corp.

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

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ON BEHALF OF THE BOARD

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Jorge A. Ganoza

President, CEO, and Director

Fortuna Mining Corp.

Investor Relations:

Carlos Baca | [email protected] | www.fortunamining.com | X | LinkedIn | YouTube

Fortuna | 23

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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; the Company’s anticipated financial and operational performance in 2024; estimated production and costs of production for 2024, including grade and volume of metal produced and sales, revenues and cashflows, and capital costs (sustaining and non-sustaining), and operating costs, including projected production cash costs and all-in sustaining costs; the Company’s expectations regarding meeting cost and production guidance; the ability of the Company to mitigate the inflationary pressures on supplies used in its operations; estimated capital expenditures and estimated exploration spending in 2024, including amounts for exploration activities at its properties; statements regarding the Company's liquidity, access to capital; the impact of high inflation on the costs of production and the supply chain; the Company’s expectation regarding the timing of the completion of the leach pad expansion project at the Lindero Mine and statements that the project is tracking on budget; statements regarding the anticipated exhaustion of Mineral Reserves at the San Jose Mine; statements regarding the progressive closure of the San Jose Mine, including expected timing of the closure and monitoring plan and budget, the anticipated duration of mining operations and production amounts as well as expectations that production income can offset significant closure costs in the initial years; statements regarding cost and productivity initiatives launched by the Company; the Company’s expectations regarding the Séguéla Mine in 2025, including anticipated stripping ratio, throughput compared to nameplate design, and expectations regarding increased infrastructure costs; 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.

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; uncertainty relating to new mining operations such as the Séguéla Mine, including the possibility that actual capital and operating costs and economic returns will differ significantly from those estimated for such projects prior to production; 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; 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. 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.

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

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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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