Fortuna Mining Corp 6-K, filed Jun 12, 2025
Fortuna Mining Corp. (FSM)
About this 6-K
Fortuna Mining Corp filed this 6-K on June 12, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2025
Commission File Number 001-35297
Fortuna Mining Corp.
(Translation of registrant’s name into English)
1111 Melville Street, Suite 820, Vancouver, British Columbia, Canada V6E 3V6
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| FORM 20-F ¨ | FORM 40-F þ |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Fortuna Mining Corp. | ||
| (Registrant) | ||
| Date: June 11, 2025 | By: | /s/ "Jorge Ganoza Durant" |
| Jorge Ganoza Durant | ||
| President and CEO | ||
Exhibits:
99.1 Early Warning Report dated June 11, 2025
99.2 News release dated June 11, 2025
Exhibit 99.1
EARLY WARNING REPORT
Form 62-103F1
Filed Pursuant to National Instrument 62-103
Item 1 – Security and Reporting Issuer
| 1.1 | State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities. |
Common shares (each, a “Share”) of Awalé Resources Limited (the “Issuer”).
The Issuer’s head office is located at 8681 Clay Street, Mission, British Columbia, V4S 1E7.
| 1.2 | State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place. |
The transaction that triggered the requirement to file this report was the acquisition of 15,037,593 Shares in a private placement transaction (the “Private Placement”).
Item 2 – Identity of the Acquiror
| 2.1 | State the name and address of the acquiror. |
Fortuna Mining Corp. (the "Acquiror"), of 1111 Melville Street, Suite 820, Vancouver, British Columbia V6E 3V6.
| 2.2 | State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence. |
The Acquiror purchased 15,037,593 Shares in the Private Placement on June 11, 2025.
| 2.3 | State the names of any joint actors. |
Not applicable.
Item 3 – Interest in Securities of the Reporting Issuer
| 3.1 | State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the acquiror’s securityholding percentage in the class of securities. |
Pursuant to the Private Placement, Fortuna purchased 15,037,593 Shares which resulted in Fortuna’s shareholding in the Issuer increasing from 0% to approximately 15%.
| 3.2 | State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the Shares that triggered the requirement to file this report. |
The Acquiror acquired direct ownership of the Shares that triggered the requirement to file this report.
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| 3.3 | If the transaction involved a securities lending arrangement, state that fact. |
Not applicable.
| 3.4 | State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report. |
Prior to the Private Placement, the Acquiror owned no Shares of the Issuer. Following the Private Placement, the Acquiror owned 15,037,593 Shares, representing approximately 15% of the Issuer’s issued Shares.
| 3.5 | State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which |
| (a) | the acquiror, either alone or together with any joint actors, has ownership and control, |
See Item 3.4.
| (b) | the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and |
Not applicable.
| (c) | the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership. |
Not applicable.
| 3.6 | If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings. |
Not applicable.
| 3.7 | If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement. |
State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.
Not applicable.
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| 3.8 | If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding. |
Not Applicable.
Item 4 – Consideration Paid
| 4.1 | State the value, in Canadian dollars, of any consideration paid or received per security and in total. |
The Acquiror acquired the Shares at a subscription price of approximately US$0.399 per Share, being the U.S. Dollar equivalent of C$0.55 based on the Bank of Canada’s daily USD:CAD exchange rate on May 27, 2025 (1.3775) (the “Exchange Rate”), for aggregate consideration of US$6,000,000, being the U.S. Dollar equivalent of C$8,264,999 based on the Exchange Rate.
| 4.2 | In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror. |
See Item 4.1 above.
| 4.3 | If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition. |
Not Applicable.
Item 5 – Purpose of the Transaction
State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:
| (a) | the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer; |
| (b) | a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries; |
| (c) | a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries; |
| (d) | a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board; |
| (e) | a material change in the present capitalization or dividend policy of the reporting issuer; |
| (f) | a material change in the reporting issuer’s business or corporate structure; |
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| (g) | a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company; |
| (h) | a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace; |
| (i) | the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; |
| (j) | a solicitation of proxies from securityholders; |
| (k) | an action similar to any of those enumerated above. |
The Acquiror acquired the Shares for investment purposes. The Acquiror may acquire additional securities or dispose of existing securities on the basis of the Acquiror’s assessment of market conditions, reformulation of plans and/or other relevant factors, in each case in accordance with applicable securities regulatory requirements. The Acquiror currently has no further intentions relating to the matters listed in clauses (a) to (k) above.
Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer
Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.
Not applicable.
Item 7 – Change in Material Fact
If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.
Not applicable.
Item 8 – Exemption
If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.
Not applicable.
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Item 9 – Certification
I, as the Acquiror, certify, to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.
Dated this 11th day of June, 2025.
FORTUNA MINING CORP.
| Per: | (signed) “Jorge Ganoza Durant” | |
| Jorge Ganoza Durant, | ||
| President and Chief Executive Officer |
Exhibit 99.2
NEWS RELEASE
Fortuna Completes Strategic Investment in Awalé Resources Limited and Files Early Warning Report
Vancouver, June 11, 2025: Fortuna Mining Corp.
(NYSE: FSM | TSX: FVI) is pleased to announce that it has acquired 15,037,593 common shares (the “Shares”) of Awalé
Resources Limited (“Awalé), a TSX Venture Exchange listed mineral exploration company
which is currently advancing its
100 percent-owned properties at the Odienné Project in Côte d’Ivoire.
“Awalé’s Odienné Project represents a compelling opportunity for Fortuna in Côte d’Ivoire,” said Paul Weedon, SVP Exploration of Fortuna. “Our experienced in-country exploration team is well positioned to help advance discoveries through to production. Awalé has built a strong presence in this emerging district and, through their capable and active team, developed a solid geological understanding across the portfolio. We look forward to supporting exploration across Awalé’s 100 percent-owned properties at the Odienné Project with the benefit of their insights.” Mr. Weedon concluded, “This investment strengthens Fortuna’s exploration pipeline in Côte d’Ivoire and is aligned with our long-term growth strategy.”
The Shares were acquired pursuant to a non-brokered private placement transaction at a cost of US$0.399 per Share (CAD$0.55 per Share) for gross proceeds of US$6,000,000 (CAD$8,264,999). Prior to this acquisition, Fortuna owned no shares of Awalé, and following the acquisition, Fortuna owns approximately 15 percent of Awalé’s issued shares.
The Shares were acquired for investment purposes. Fortuna may acquire additional securities of Awalé or dispose of its existing securities of Awalé on the basis of Fortuna’s assessment of market conditions, reformulation of plans and/or other relevant factors, in each case in accordance with applicable securities regulatory requirements.
Fortuna’s early warning report has been filed and is available for viewing on SEDAR+, and a copy of the report may also be obtained by emailing info@fmcmail.com or by contacting the Corporate Secretary at +1.604.484.4085.
In connection with the investment, Fortuna has entered into an investor rights agreement (the “Investor Rights Agreement”) with Awalé. Under the terms of the Investor Rights Agreement, Fortuna has been granted, among other things, (i) pre-emptive rights to maintain its interest in Awalé through participation in future equity financings of the Company and (ii) top-up rights to purchase additional shares in order to maintain its interest in Awalé. Fortuna will have such investor rights for so long as it holds a 10% or greater interest in Awalé (calculated in accordance with the terms of the Investor Rights Agreement).
About Fortuna Mining Corp.
Fortuna Mining Corp. is a Canadian precious metals mining company with three operating mines and exploration activities in Argentina, Côte d’Ivoire, Mexico, and Peru, as well as the Diamba Sud Gold Project located in Senegal. Sustainability is integral to all our operations and relationships. We produce gold and silver and generate shared value over the long-term for our stakeholders through efficient production, environmental protection, and social responsibility. For more information, please visit www.fortunamining.com.
ON BEHALF OF THE BOARD
Jorge A. Ganoza
President, CEO, and Director
Fortuna Mining Corp.
Investor Relations:
Carlos Baca | info@fmcmail.com | fortunamining.com | X | LinkedIn | YouTube
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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, including, without limitation, the Company’s business strategy, plans and outlook, statements regarding the possible future acquisition or disposition by the Company of securities, and statements regarding exploration plans in respect of the Odienné Project.
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; changes in prices for gold, silver, and other metals; the timing and success of the Company’s proposed exploration programs; technological and operational hazards in Fortuna’s mining and mine development activities; risks inherent in mineral exploration; fluctuations in prices for energy, labor, materials, supplies and services; fluctuations in currencies; uncertainties inherent in the estimation of mineral reserves, mineral resources, and metal recoveries; the Company’s ability to obtain all necessary permits, licenses and regulatory approvals in a timely manner; governmental and other approvals; political unrest or instability in countries where Fortuna is active; labor relations issues; as well as those factors discussed under “Risk Factors” in the Company's Annual Information Form for the financial year ended December 31, 2024. 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 to differ from those anticipated, estimated or intended. Forward-looking Statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to, expected trends in mineral prices and currency exchange rates; that the Company’s activities will be in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained; that there will be no significant disruptions affecting operations and such other assumptions as set out herein. Forward-looking Statements are made as of the date hereof and the Company disclaims any obligation to update any Forward-looking Statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that 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.
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