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 2025

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

(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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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 5, 2025	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, 2025
99.2	​	Management’s Discussion and Analysis for the period ended September 30, 2025
99.3	​	CEO Certification
99.4	​	CFO Certification
99.5	​	News release dated November 5, 2025

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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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For the three and nine months ended

September 30, 2025 and 2024

(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		​	2025	​	2024 (1)	​	2025	​	2024 ^(1)^^^$
Sales	18	​	​	251,362	​	181,744	​	676,818	​	482,026
Cost of sales	19	​	​	118,232	​	117,637	​	358,317	​	317,678
Mine operating income	​	​	​	133,130	​	64,107	​	318,501	​	164,348
​	​	​	​	​	​	​	​	​	​	​
General and administration	20	​	​	26,303	​	13,690	​	71,779	​	50,555
Foreign exchange loss (gain)	​	​	​	7,368	​	(1,092)	​	4,850	​	3,020
Reversal of impairment of mineral properties, plant and equipment	28	​	​	(52,745)	​	-	​	(52,745)	​	-
Write-off of mineral properties	7	​	​	-	​	-	​	1,997	​	-
Other (income) expense	​	​	​	(2,392)	​	715	​	(1,643)	​	363
​	​	​	​	(21,466)	​	13,313	​	24,238	​	53,938
​	​	​	​	​	​	​	​	​	​	​
Operating income	​	​	​	154,596	​	50,794	​	294,263	​	110,410
​	​	​	​	​	​	​	​	​	​	​
Investment gains	4	​	​	310	​	3,162	​	3,308	​	8,311
Interest and finance costs, net	21	​	​	(3,155)	​	(6,041)	​	(9,622)	​	(18,361)
Gain on derivatives	​	​	​	1,267	​	-	​	698	​	-
​	​	​	​	(1,578)	​	(2,879)	​	(5,616)	​	(10,050)
​	​	​	​	​	​	​	​	​	​	​
Income before income taxes	​	​	​	153,018	​	47,915	​	288,647	​	100,360
​	​	​	​	​	​	​	​	​	​	​
Income taxes	​	​	​	​	​	​	​	​	​	​
Current income tax expense	​	​	​	33,563	​	17,273	​	81,106	​	52,962
Deferred income tax recovery	​	​	​	(8,745)	​	(6,796)	​	(7,248)	​	(26,634)
​	​	​	​	24,818	​	10,477	​	73,858	​	26,328
Net income from continuing operations	​	​	​	128,200	​	37,438	​	214,789	​	74,032
​	​	​	​	​	​	​	​	​	​	​
Net income from discontinued operations, net of tax	22	​	​	-	​	16,980	​	22,287	​	52,793
Net income	​	​	​	128,200	​	54,418	​	237,076	​	126,825
​	​	​	​	​	​	​	​	​	​	​
Net income from continuing operations attributable to:	​	​	​	​	​	​	​	​	​	​
Fortuna shareholders	​	​	​	123,589	​	35,477	​	201,652	​	69,774
Non-controlling interests	26	​	​	4,611	​	1,961	​	13,137	​	4,258
Net income attributable to:	​	​	​	​	​	​	​	​	​	​
Fortuna shareholders	​	​	​	123,589	​	50,511	​	219,407	​	117,391
Non-controlling interests	26	​	​	4,611	​	3,907	​	17,669	​	9,434
​	​	​	​	128,200	​	54,418	​	237,076	​	126,825
​	​	​	​	​	​	​	​	​	​	​
Earnings per share from continuing operations attributable to Fortuna shareholders	17	​	​	​	​	​	​	​	​	​
Basic	​	​	​	0.40	​	0.11	​	0.66	​	0.23
Diluted	​	​	​	0.38	​	0.11	​	0.65	​	0.22
​	​	​	​	​	​	​	​	​	​	​
Earnings per share attributable to Fortuna shareholders	17	​	​	​	​	​	​	​	​	​
Basic	​	​	​	0.40	​	0.16	​	0.72	​	0.38
Diluted	​	​	​	0.38	​	0.16	​	0.71	​	0.38
​	​	​	​	​	​	​	​	​	​	​
Weighted average number of common shares outstanding (000's)					​	​	​	​	​	​
Basic	​	​	​	306,960	​	312,627	​	306,846	​	308,383
Diluted	​	​	​	335,129	​	314,682	​	308,663	​	310,180

All values are in US Dollars.

(1)	Comparative information has been restated due to discontinued operations (Note 22).

The accompanying notes are an integral part of these interim 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		​	2025	​	2024	​	2025	​	2024<br>$
Net income	​	​	​	128,200	​	54,418	​	237,076	​	126,825
​	​	​	​	​	​	​	​	​	​	​
Items that will remain permanently in other comprehensive income (loss):	​	​	​	​	​	​	​	​	​	​
Changes in fair value of investments in equity securities, net of $nil tax	​	​	​	(279)	​	(4)	​	(330)	​	14
Items that are or may subsequently be reclassified to profit or loss:	​	​	​	​	​	​	​	​	​	​
Currency translation adjustment, net of tax ^(1)^	​	​	​	1,957	​	(1,115)	​	2,706	​	(2,307)
Reclassification of translation adjustments on disposal of subsidiaries, net of $nil tax	22	​	​	1,701	​	-	​	1,701	​	-
Total other comprehensive income (loss)	​	​	​	3,379	​	(1,119)	​	4,077	​	(2,293)
Comprehensive income	​	​	​	131,579	​	53,299	​	241,153	​	124,532
​	​	​	​	​	​	​	​	​	​	​
Comprehensive income attributable to:	​	​	​	​	​	​	​	​	​	​
Fortuna shareholders	​	​	​	126,968	​	49,392	​	223,484	​	115,098
Non-controlling interests	26	​	​	4,611	​	3,907	​	17,669	​	9,434
​	​	​	​	131,579	​	53,299	​	241,153	​	124,532

All values are in US Dollars.

(1)	For the three and nine months ended September 30, 2025, the currency translation adjustment is net of tax recovery of $382 thousand and expense of $532 thousand, respectively (2024 - expense of $246 thousand and recovery of $38 thousand, respectively).

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

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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, 2025	​	December 31, 2024<br>$
ASSETS	​	​	​	​	​	​
CURRENT ASSETS	​	​	​	​	​	​
Cash and cash equivalents	​	​	​	438,280	​	231,328
Trade and other receivables	4	​	​	83,352	​	99,984
Inventories	5	​	​	110,737	​	134,496
Other current assets	6	​	​	14,595	​	20,433
​	​	​	​	646,964	​	486,241
NON-CURRENT ASSETS	​	​	​	​	​	​
Mineral properties and property, plant and equipment	7	​	​	1,520,641	​	1,539,187
Other non-current assets	8	​	​	73,303	​	90,104
Total assets	​	​	​	2,240,908	​	2,115,532
​	​	​	​	​	​	​
LIABILITIES	​	​	​	​	​	​
CURRENT LIABILITIES	​	​	​	​	​	​
Trade and other payables	9	​	​	115,387	​	151,642
Income taxes payable	​	​	​	58,341	​	80,116
Current portion of lease obligations	11	​	​	21,387	​	19,761
Current portion of closure and reclamation provisions	14	​	​	1,065	​	4,510
​	​	​	​	196,180	​	256,029
NON-CURRENT LIABILITIES	​	​	​	​	​	​
Debt	12	​	​	132,193	​	126,031
Deferred tax liabilities	​	​	​	127,089	​	144,266
Closure and reclamation provisions	14	​	​	48,162	​	70,827
Lease obligations	11	​	​	59,839	​	48,216
Other non-current liabilities	13	​	​	6,181	​	4,090
Total liabilities	​	​	​	569,644	​	649,459
​	​	​	​	​	​	​
SHAREHOLDERS' EQUITY	​	​	​	​	​	​
Share capital	16	​	​	1,128,838	​	1,129,709
Reserves	​	​	​	61,547	​	57,772
Retained earnings	​	​	​	428,521	​	216,384
Equity attributable to Fortuna shareholders	​	​	​	1,618,906	​	1,403,865
Equity attributable to non-controlling interests	26	​	​	52,358	​	62,208
Total equity	​	​	​	1,671,264	​	1,466,073
​	​	​	​	​	​	​
Total liabilities and shareholders' equity	​	​	​	2,240,908	​	2,115,532

All values are in US Dollars.

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Contingencies and Capital Commitments (Note 27)

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

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​<br><br>/s/ Jorge Ganoza Durant		/s/ Kylie Dickson
Jorge Ganoza Durant	​	Kylie Dickson
Director	​	Director

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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		​	2025	​	2024<br>$	​	​	2025	​	2024<br>$
​	​	​	​	​	​	​	​	​	​	​	​
Operating activities:	​	​	​	​	​	​	​	​	​	​	​
Net income from continuing operations	​	​	​	128,200	​	37,438	​	​	214,789	​	74,032
Items not involving cash:	​	​	​	​	​	​	​	​	​	​	​
Depletion and depreciation	​	​	​	53,040	​	45,798	​	​	146,169	​	128,341
Accretion expense	21	​	​	2,094	​	1,404	​	​	5,751	​	4,183
Income taxes	​	​	​	24,818	​	10,477	​	​	73,858	​	26,328
Interest expense, net	21	​	​	1,061	​	4,488	​	​	3,871	​	13,646
Share-based payments, net of cash settlements	​	​	​	10,769	​	1,727	​	​	16,975	​	6,544
Reversal of impairment of mineral properties, plant and equipment	28	​	​	(52,745)	​	-	​	​	(52,745)	​	-
Inventory net realizable value adjustments	5	​	​	(16,651)	​	-	​	​	(16,651)	​	-
Write-off of mineral properties	​	​	​	-	​	-	​	​	1,997	​	-
Unrealized foreign exchange (gain) loss	​	​	​	(1,168)	​	778	​	​	(4,880)	​	(4,904)
Investment gains	4	​	​	(310)	​	(3,162)	​	​	(3,308)	​	(8,311)
Other	​	​	​	(3,237)	​	65	​	​	(1,777)	​	262
Changes in working capital	25	​	​	(2,610)	​	(21,722)	​	​	(14,786)	​	(60,909)
Cash provided by operating activities	​	​	​	143,261	​	77,291	​	​	369,263	​	179,212
Income taxes paid	​	​	​	(34,660)	​	(10,076)	​	​	(80,421)	​	(34,060)
Interest paid	​	​	​	(1,246)	​	(967)	​	​	(5,354)	​	(11,025)
Interest received	​	​	​	3,992	​	1,053	​	​	9,559	​	2,355
Net cash provided by operating activities - continuing operations	​	​	​	111,347	​	67,301	​	​	293,047	​	136,482
Net cash provided by operating activities - discontinued operations	22	​	​	-	​	25,581	​	​	11,984	​	78,877
​	​	​	​	​	​	​	​	​	​	​	​
Investing activities:	​	​	​	​	​	​	​	​	​	​	​
Investments in equity securities	6	​	​	(65)	​	-	​	​	(6,110)	​	-
Additions to mineral properties and property, plant and equipment	7	​	​	(48,548)	​	(41,951)	​	​	(133,516)	​	(109,547)
Purchases of investments	4	​	​	-	​	(9,160)	​	​	(18,804)	​	(25,573)
Proceeds from sale of marketable securities and investment maturities	4	​	​	10,239	​	12,322	​	​	22,785	​	33,883
(Deposits) receipts on long-term assets	​	​	​	(814)	​	(1,262)	​	​	3,537	​	(2,148)
Other investing activities	​	​	​	5,000	​	(254)	​	​	4,768	​	(207)
Cash used in investing activities - continuing operations	​	​	​	(34,188)	​	(40,305)	​	​	(127,340)	​	(103,592)
Cash (used in) provided by investing activities - discontinued operations	22	​	​	-	​	(7,266)	​	​	71,680	​	(30,557)
​	​	​	​	​	​	​	​	​	​	​	​
Financing activities:	​	​	​	​	​	​	​	​	​	​	​
Restricted cash - convertible debentures	12	​	​	-	​	46,129	​	​	-	​	-
Transaction costs on credit facility	12	​	​	-	​	-	​	​	(107)	​	-
Repayment of convertible debentures	12	​	​	-	​	(9,649)	​	​	-	​	(9,649)
Proceeds from credit facility	12	​	​	-	​	-	​	​	-	​	68,000
Repayment of credit facility	12	​	​	-	​	-	​	​	-	​	(233,000)
Convertible notes issued	12	​	​	-	​	-	​	​	-	​	172,500
Cost of financing - 2024 Convertible Notes	12	​	​	-	​	(1,271)	​	​	-	​	(6,478)
Repurchase of common shares	16	​	​	-	​	-	​	​	(4,165)	​	(3,535)
Payments of lease obligations	25	​	​	(6,585)	​	(3,045)	​	​	(17,697)	​	(11,053)
Dividend payment to non-controlling interests	26	​	​	(12,978)	​	-	​	​	(12,978)	​	-
Cash (used in) provided by financing activities - continuing operations	​	​	​	(19,563)	​	32,164	​	​	(34,947)	​	(23,215)
Cash used in financing activities - discontinued operations	22	​	​	-	​	(1,918)	​	​	(12,879)	​	(4,463)
Effect of exchange rate changes on cash and cash equivalents	​	​	​	2,262	​	(603)	​	​	5,407	​	(1,129)
Increase in cash and cash equivalents during the period - continuing operations	​	​	​	59,858	​	58,557	​	​	136,167	​	8,546
Increase in cash and cash equivalents during the period - discontinued operations	22	​	​	-	​	16,397	​	​	70,785	​	43,857
Cash and cash equivalents, beginning of the period	​	​	​	378,422	​	105,597	​	​	231,328	​	128,148
Cash and cash equivalents, end of the period	​	​	​	438,280	​	180,551	​	​	438,280	​	180,551
​	​	​	​	​	​	​	​	​	​	​	​
Cash and cash equivalents consist of:	​	​	​	​	​	​	​	​	​	​	​
Cash	​	​	​	220,548	​	149,849	​	​	220,548	​	149,849
Cash equivalents	​	​	​	217,732	​	30,702	​	​	217,732	​	30,702
Cash and cash equivalents, end of the period	​	​	​	438,280	​	180,551	​	​	438,280	​	180,551

All values are in US Dollars.

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Segment totals for the discontinued operations are disclosed in Note 22

Supplemental cash flow information (Note 25)

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

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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			​	​									​	​	​	​	​	​
​	Note	****	Number of common shares	​	Amount	****	Equityreserve	****	Hedgingreserve	****	Fair valuereserve	​	​	Equity component of convertible debt	Foreigncurrencyreserve	****	Retainedearnings	****	Non-controlling interests	****	Total equity
Balance at January 1, 2025	​	​	306,928,189	​	​	​	​	​	​	​	​	​	​	37,050	​	​	​	​	​	​	​
Total comprehensive income	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income	​	​	-	​	​	​	​	​	​	​	​	​	​	-	​	​	​	​	​	​	​
Other comprehensive income	​	​	-	​	​	​	​	​	​	​	​	​	​	-	​	​	​	​	​	​	​
Total comprehensive income	​	​	-	​	​	​	​	​	​	​	​	​	​	-	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Transactions with owners of the Company	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Sale of Roxgold SANU S.A.	22	​	-	​	​	​	​	​	​	​	​	​	​	-	​	​	​	​	​	​	​
Dividend declared and paid to non-controlling interests	26	​	-	​	​	​	​	​	​	​	​	​	​	-	​	​	​	​	​	​	​
Repurchase of common shares	16	​	(916,900)	​	​	​	​	​	​	​	​	​	​	-	​	​	​	​	​	​	​
Shares issued on vesting of share units	15	​	948,697	​	​	​	​	​	​	​	​	​	​	-	​	​	​	​	​	​	​
Issuance of shares to non-controlling interests	26	​	-	​	​	​	​	​	​	​	​	​	​	-	​	​	​	​	​	​	​
Share-based payments	15	​	-	​	​	​	​	​	​	​	​	​	​	-	​	​	​	​	​	​	​
​	​	​	31,797	​	​	​	​	​	​	​	​	​	​	-	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at September 30, 2025	​	​	306,959,986	​	​	​	​	​	​	​	​	​	​	37,050	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at January 1, 2024	​	​	306,587,630	​	​	​	​	​	​	​	​	​	​	4,825	​	​	​	​	​	​	​
Total comprehensive income	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income	​	​	-	​	​	​	​	​	​	​	​	​	​	-	​	​	​	​	​	​	​
Other comprehensive loss	​	​	-	​	​	​	​	​	​	​	​	​	​	-	​	​	​	​	​	​	​
Total comprehensive income	​	​	-	​	​	​	​	​	​	​	​	​	​	-	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Transactions with owners of the Company	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Conversion and repayment of debentures	12	​	7,184,000	​	​	​	​	​	​	​	​	​	​	(91)	​	​	​	​	​	​	​
Dividend declared and paid to non-controlling interests	29	​	-	​	​	​	​	​	​	​	​	​	​	-	​	​	​	​	​	​	​
Repurchase of common shares	16	​	(1,030,375)	​	​	​	​	​	​	​	​	​	​	-	​	​	​	​	​	​	​
Shares issued on vesting of share units	15	​	589,574	​	​	​	​	​	​	​	​	​	​	-	​	​	​	​	​	​	​
Share-based payments	15	​	-	​	​	​	​	​	​	​	​	​	​	-	​	​	​	​	​	​	​
Equity portion of convertible notes, net of tax	12	​	-	​	​	​	​	​	​	​	​	​	​	32,320	​	​	​	​	​	​	​
​	​	​	6,743,199	​	​	​	​	​	​	​	​	​	​	32,229	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at September 30, 2024	​	​	313,330,829	​	​	​	​	​	​	​	​	​	​	37,054	​	​	​	​	​	​	​

All values are in US Dollars.

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, 2025 and 2024

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

​

1.   NATURE OF OPERATIONS

​

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

​

The Company is engaged in precious and base metal mining and related activities in Argentina, Côte d’Ivoire, Peru, Mexico, and Senegal. The Company operates the open pit Lindero gold mine (“Lindero”) in northern Argentina, the open pit Séguéla gold mine (“Séguéla”) in southwestern Côte d’Ivoire, and the underground Caylloma silver, lead, and zinc mine (“Caylloma”) in southern Peru, and is developing the Diamba Sud gold project in Senegal. On April 11, 2025, the Company completed the sale of its 100% interest in Compania Minera Cuzcatlan S.A. de C.V. (“Cuzcatlan”), which owns the San Jose silver and gold mine in southern Mexico (“San Jose”) (see Note 22). On May 12, 2025, the Company completed the sale of all of its interest in Roxgold SANU S.A. (“Sanu”), which owns and operates the underground and open pit Yaramoko gold mine in southwestern Burkina Faso (“Yaramoko”), and 100% of three other Burkina Faso subsidiaries (collectively with Sanu, the “Sanu Entities”) (see Note 22).

​

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

​

The Company’s registered and head offices are located at Suite 820, 1111 Melville Street, Vancouver, British Columbia, V6E 3V6, Canada.

​

​

2.   BASIS OF PRESENTATION

​

Statement of Compliance

​

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

​

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

​

On November 5, 2025, the Company's Board of Directors approved these interim financial statements for issuance.

​

Basis of Measurement

​

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

​

Adoption of new accounting standards

​

The Company adopted various amendments to IFRS, which were effective for accounting periods beginning on or after January 1, 2025. These include amendments to IAS 21, Lack of Exchangeability. The impacts of adoption were not material to the Company's interim financial statements. Page | 6

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

​

3 .   USE OF ESTIMATES, ASSUMPTIONS, AND JUDGEMENTS

​

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

​

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

​

In preparing these interim financial statements for the three and nine months ended September 30, 2025, the Company applied the critical estimates, assumptions and judgements as disclosed in Note 4 of its audited consolidated financial statements for the year ended December 31, 2024.

​

In connection with the sale of the Sanu Entities on May 12, 2025 to Soleil Resources International Ltd. (“Soleil”), the Company received non-cash consideration in the form of a right to receive certain value-added tax refunds. In accordance with IFRS 13, Fair Value Measurement, and IFRS 9, Financial Instruments, this contingent consideration receivable was classified as a financial asset measured at fair value through profit or loss of $11.7 million.

​

During the third quarter the Company agreed to sell this right to Soleil for consideration of $15.0 million and recognized a $3.3 million gain on revaluation of the financial asset to $15.0 million in other (income) expense on the Company’s statements of income. As at September 30, 2025, the Company had collected $5.0 million with the remaining $10.0 million reclassified to trade and other receivables on the Company’s statement of financial position. See Note 22 for details.

​

4 .   TRADE AND OTHER RECEIVABLES

​

​	​	​	​	​	​
​		​	September 30, 2025	​	December 31, <br>2024<br>$
Trade receivables from doré and concentrate sales	​	​	17,232	​	26,702
Advances and other receivables	​	​	18,604	​	4,332
Value added tax receivables	​	​	47,516	​	68,950
Trade and other receivables	​	​	83,352	​	99,984

All values are in US Dollars.

​

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, 2025.

​

As at September 30, 2025, current Value Added Tax (“VAT”) receivables include $34.9 million (December 31, 2024 - $22.2 million) for Côte d’Ivoire, $10.6 million (December 31, 2024 - $20.4 million) for Argentina, $nil (December 31, 2024 - $20.6 million) for Burkina Faso, and $nil (December 31, 2024 - $4.3 million) for Mexico.

​

The Company has an investment strategy which includes utilizing certain foreign exchange measures implemented by the Argentine Government, to address its local currency requirements in Argentina. As a result of this strategy, during the three and nine months ended September 30, 2025, the Company recorded investment gains of $nil and Page | 7

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

$1.3 million, respectively (September 30, 2024 - $3.2 million and $8.3 million, respectively) from trades in Argentine peso denominated cross-border securities.

​

5 .   INVENTORIES

​

​	​	​	​	​	​	​
​	Note		​	September 30, 2025	​	December 31, <br>2024<br>$
Ore stockpiles	​	​	​	106,767	​	104,998
Materials and supplies	​	​	​	44,483	​	55,864
Leach pad and gold-in-circuit	​	​	​	27,317	​	26,673
Doré bars	​	​	​	2,132	​	547
Concentrate stockpiles	​	​	​	253	​	299
Total inventories	​	​	​	180,952	​	188,381
Less: non-current portion	8	​	​	(70,215)	​	(53,885)
Current inventories	​	​	​	110,737	​	134,496

All values are in US Dollars.

​

During the three and nine months ended September 30, 2025, the Company expensed $102.4 million and $315.4 million, respectively, of inventories to cost of sales (September 30, 2024 - $106.3 million and $286.2 million, respectively).

​

During the three and nine months ended September 30, 2025, a $16.7 million recovery (September 30, 2024 - $nil), was recognized to adjust low-grade stockpiles at Lindero to net realizable value. This amount includes a recovery of $5.6 million (September 30, 2024 - $nil), related to depletion and depreciation.

​

6.   OTHER CURRENT ASSETS

​

​	​	​	​	​	​	​
​	​		​	September 30, 2025	​	December 31, <br>2024<br>$
Prepaid expenses	​	​	​	8,471	​	15,936
Investments in equity securities	​	​	​	5,899	​	63
Income tax receivable	​	​	​	75	​	4,158
Other	​	​	​	150	​	276
Other current assets	​	​	​	14,595	​	20,433

All values are in US Dollars.

​

​

​

​

​

As at September 30, 2025, prepaid expenses include $2.8 million (December 31, 2024 - $8.6 million) related to deposits and advances to contractors.

​

On June 11, 2025, the Company acquired 15,037,593 common shares of Awalé Resources Limited, a mineral exploration company in Côte d’Ivoire, for $6.0 million. As at September 30, 2025, the fair value of this investment was $5.8 million, and is included in investments in equity securities. The fair value recognized was determined based on quoted prices in active markets, a Level 1 fair value measurement, with changes in fair value recorded in other comprehensive income.

​

​

​ Page | 8

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

7.   MINERAL PROPERTIES AND PROPERTY, PLANT AND EQUIPMENT

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Mineral properties - depletable $	​	​	Mineral properties - non-depletable $	​	​	Construction in progress $	​	​	Property, plant & equipment $	​	​	Total $
COST	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as at December 31, 2024	​	​	​	1,619,651	​	​	269,345	​	​	73,892	​	​	1,017,240	​	​	2,980,128
Additions	​	​	​	60,521	​	​	35,112	​	​	35,683	​	​	37,559	​	​	168,875
Changes in closure and reclamation provision	​	​	​	1,485	​	​	-	​	​	-	​	​	(20)	​	​	1,465
Disposals and write-offs	​	​	​	-	​	​	(1,997)	​	​	(375)	​	​	(6,464)	​	​	(8,836)
Sale of discontinued operations ^(1)^	​	​	​	(549,210)	​	​	(15,953)	​	​	(55)	​	​	(258,682)	​	​	(823,900)
Transfers	​	​	​	1,170	​	​	22	​	​	(65,718)	​	​	64,526	​	​	-
Balance as at September 30, 2025	​	​	​	1,133,617	​	​	286,529	​	​	43,427	​	​	854,159	​	​	2,317,732
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
ACCUMULATED DEPLETION AND IMPAIRMENT	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as at December 31, 2024	​	​	​	901,599	​	​	-	​	​	49	​	​	539,293	​	​	1,440,941
Disposals and write-offs	​	​	​	-	​	​	-	​	​	-	​	​	(5,887)	​	​	(5,887)
Sale of discontinued operations ^(1)^	​	​	​	(507,347)	​	​	-	​	​	(49)	​	​	(245,781)	​	​	(753,177)
Reversal of impairment (Note 28)	​	​	​	(22,369)	​	​	-	​	​	-	​	​	(30,376)	​	​	(52,745)
Depletion and depreciation	​	​	​	101,020	​	​	-	​	​	-	​	​	66,939	​	​	167,959
Balance as at September 30, 2025	​	​	​	472,903	​	​	-	​	​	-	​	​	324,188	​	​	797,091
Net book value as at September 30, 2025	​	​	​	660,714	​	​	286,529	​	​	43,427	​	​	529,971	​	​	1,520,641
(1)	Represents the net book value of mineral properties and property, plant and equipment of Cuzcatlan and the Sanu Entities that were sold during the second quarter of 2025. Refer to Note 22 for details.
---	---

​

As at September 30, 2025, non-depletable mineral properties include $100.8 million of exploration and evaluation assets (December 31, 2024 - $97.8 million).

​

As at September 30, 2025, property, plant and equipment include right-of-use assets with a net book value of $80.0 million (December 31, 2024 - $66.3 million). Related depletion and depreciation for the three and nine months ended September 30, 2025, was $4.9 million and $14.4 million, respectively (September 30, 2024 - $3.7 million and $10.9 million, respectively).

​ Page | 9

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Mineral<br> properties - <br>depletable<br>$	​	​	Mineral<br> properties - <br>non-depletable<br>$	​	​	Construction in progress<br>$	​	​	Property, plant & equipment<br>$	​	​	Total<br>$
COST	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as at December 31, 2023	​	​	​	1,544,820	​	​	240,970	​	​	44,218	​	​	941,528	​	​	2,771,536
Additions	​	​	​	82,553	​	​	29,165	​	​	74,018	​	​	42,030	​	​	227,766
Changes in closure and reclamation provision	​	​	​	2,890	​	​	-	​	​	-	​	​	(45)	​	​	2,845
Disposals and write-offs ^(1)^	​	​	​	-	​	​	(14,485)	​	​	-	​	​	(7,534)	​	​	(22,019)
Transfers ^(2)^	​	​	​	(10,612)	​	​	13,695	​	​	(44,344)	​	​	41,261	​	​	-
Balance as at December 31, 2024	​	​	​	1,619,651	​	​	269,345	​	​	73,892	​	​	1,017,240	​	​	2,980,128
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
ACCUMULATED DEPLETION AND IMPAIRMENT	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as at December 31, 2023	​	​	​	724,468	​	​	-	​	​	49	​	​	472,807	​	​	1,197,324
Disposals and write-offs	​	​	​	-	​	​	-	​	​	-	​	​	(6,737)	​	​	(6,737)
Depletion and depreciation	​	​	​	177,131	​	​	-	​	​	-	​	​	73,223	​	​	250,354
Balance as at December 31, 2024	​	​	​	901,599	​	​	-	​	​	49	​	​	539,293	​	​	1,440,941
Net book value as at December 31, 2024	​	​	​	718,052	​	​	269,345	​	​	73,843	​	​	477,947	​	​	1,539,187

​

(1)	In July 2021, the Company completed the acquisition of Roxgold Inc. including its Boussoura exploration property in Burkina Faso. In December 2024, the Company confirmed that substantive expenditure on further exploration and evaluation of mineral resources at the Boussoura site was neither budgeted nor planned. As such, no future value was expected from the Boussoura property. Therefore, the carrying amount of the exploration and evaluation asset exceeded its recoverable amount and the Company recorded a write-off of the exploration property of $14.5 million. The Company subsequently reversed its deferred tax liability of $1.6 million related to exploration and evaluation assets and recorded a write-off.
(2)	In December 2024, the Company concluded a comprehensive review of its capitalized exploration costs associated with mineral properties. This review involved an analysis of drilling meters, exploration costs incurred to date, and an assessment of the likelihood of each prospect becoming part of the Company's mineral reserves. As a result of this review, certain prospects previously classified as depletable at the Séguéla mine were reclassified as non-depletable mineral properties, resulting in a net transfer of $13.7 million from depletable to non-depletable mineral properties. This reclassification reflects the updated assessment of the long-term economic viability and recoverability of mineral resources associated with these prospects and represents a true-up between depletable and non-depletable categories.
---	---

​

​

8.   OTHER NON-CURRENT ASSETS

​

​	​	​	​	​	​	​
​	Note		​	September 30, 2025	​	December 31, <br>2024<br>$
Ore stockpiles	5	​	​	70,215	​	53,885
Value added tax receivables	​	​	​	-	​	28,374
Income tax receivable	​	​	​	-	​	1,152
Unamortized transaction costs	​	​	​	1,078	​	1,390
Other	​	​	​	2,010	​	5,303
Total other non-current assets	​	​	​	73,303	​	90,104

All values are in US Dollars.

​

​

As at September 30, 2025, ore stockpiles include $63.0 million (December 31, 2024 - $49.0 million) at the Lindero mine and $7.2 million (December 31, 2024 - $4.9 million) at the Séguéla mine.

​

​

​ Page | 10

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

9.   TRADE AND OTHER PAYABLES

​

​	​	​	​	​	​	​
​	Note		​	September 30, 2025	​	December 31, <br>2024<br>$
Trade accounts payable	​	​	​	58,630	​	91,180
Payroll and related payables	​	​	​	24,682	​	30,345
Mining royalty payable	​	​	​	1,499	​	4,433
Other payables	​	​	​	8,949	​	15,565
Share units payable	15(a)(b)(c)	​	​	21,627	​	10,119
Total trade and other payables	​	​	​	115,387	​	151,642

All values are in US Dollars.

​

​

10.  RELATED PARTY TRANSACTIONS

​

During the three and nine months ended September 30, 2025 and 2024, the Company was charged for consulting services by Mario Szotlender, a director of the Company.

​

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

​

Other than transactions in the normal course of business and those noted above with the Board of Directors and key management personnel, the Company had no transactions between related parties during the three and nine months ended September 30, 2025 and 2024.

​

​

11.  LEASE OBLIGATIONS

​

​	​	​	​	​	​
​	​	​	Minimum lease payments
​		​	September 30, 2025	​	December 31, <br>2024<br>$
Less than one year	​	​	28,055	​	24,849
Between one and five years	​	​	57,808	​	50,868
More than five years	​	​	14,539	​	6,618
​	​	​	100,402	​	82,335
Less: future finance charges	​	​	(19,176)	​	(14,358)
Present value of lease obligations	​	​	81,226	​	67,977
Less: current portion	​	​	(21,387)	​	(19,761)
Non-current portion	​	​	59,839	​	48,216

All values are in US Dollars.

​

​

​ Page | 11

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(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:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	2024 Convertible Notes<br>$	​	​	2019 Convertible Debentures<br>$	​	​	Credit <br>Facility<br>$	​	​	Total<br>$
Balance as at December 31, 2023	​	​	-	​	​	43,901	​	​	162,946	​	​	206,847
Proceeds from 2024 Convertible Notes	​	​	172,500	​	​	-	​	​	-	​	​	172,500
Drawdown	​	​	-	​	​	-	​	​	68,000	​	​	68,000
Transaction costs	​	​	(6,488)	​	​	-	​	​	-	​	​	(6,488)
Portion allocated to equity	​	​	(45,999)	​	​	-	​	​	-	​	​	(45,999)
Convertible debt conversions	​	​	-	​	​	(35,383)	​	​	-	​	​	(35,383)
Transaction costs allocated to equity	​	​	1,730	​	​	-	​	​	-	​	​	1,730
Amortization of discount and transaction costs	​	​	4,288	​	​	1,131	​	​	2,054	​	​	7,473
Extinguishment of debt	​	​	-	​	​	146	​	​	-	​	​	146
Payments	​	​	-	​	​	(9,795)	​	​	(233,000)	​	​	(242,795)
Balance as at December 31, 2024	​	​	126,031	​	​	-	​	​	-	​	​	126,031
Amortization of discount and transaction costs	​	​	6,162	​	​	-	​	​	-	​	​	6,162
Balance as at September 30, 2025	​	​	132,193	​	​	-	​	​	-	​	​	132,193
Non-current portion	​	​	132,193	​	​	-	​	​	-	​	​	132,193

​

The Company maintains a $150.0 million revolving credit facility (the “Credit Facility”) with an uncommitted accordion option of $75.0 million. The Credit Facility is subject to certain conditions and covenants customary for a facility of this nature. The Company is required to comply with certain financial covenants which include among others: maintaining an interest coverage ratio (calculated on a rolling four fiscal quarter basis) of not less than 4.00:1.00; a Net Total Debt (as defined in the facility) to EBITDA ratio (calculated on a rolling four fiscal quarters basis) of not more than 4.00:1.00; and a Net Senior Secured Debt (as defined in the facility) to EBITDA ratio (calculated on a rolling four fiscal quarters basis) of not more than 2.25:1.00. As at September 30, 2025, the Company was in compliance with all of the covenants under the Credit Facility.

​

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

​

As at September 30, 2025, the Credit Facility remained undrawn.

​ Page | 12

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

13.  OTHER NON-CURRENT LIABILITIES

​

​	​	​	​	​	​	​
​	Note		​	September 30, 2025	​	December 31, <br>2024<br>$
Restricted share units	15(b)	​	​	6,181	​	3,944
Other	​	​	​	-	​	146
Total other non-current liabilities	​	​	​	6,181	​	4,090

All values are in US Dollars.

​

​

14.  CLOSURE AND RECLAMATION PROVISIONS

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	****	​	Caylloma	​	Lindero $	​	****	Séguéla $	​	​	San Jose^(1)^$	​	​	Yaramoko^(1)^$	​	​	Total $
Balance as at December 31, 2024	​	​	​	15,356	​	15,470	​	​	15,110	​	​	14,677	​	​	14,724	​	​	75,337
Changes in estimate ^(2)^	​	​	​	(1,061)	​	1,289	​	​	1,612	​	​	460	​	​	(375)	​	​	1,925
Reclamation expenditures	​	​	​	(160)	​	-	​	​	-	​	​	(143)	​	​	-	​	​	(303)
Accretion	​	​	​	578	​	560	​	​	473	​	​	341	​	​	156	​	​	2,108
Effect of changes in foreign exchange rates	​	​	​	-	​	-	​	​	-	​	​	(35)	​	​	-	​	​	(35)
Disposals	​	​	​	-	​	-	​	​	-	​	​	(15,300)	​	​	(14,505)	​	​	(29,805)
Balance as at September 30, 2025	​	​	​	14,713	​	17,319	​	​	17,195	​	​	-	​	​	-	​	​	49,227
Less: current portion	​	​	​	(1,065)	​	-	​	​	-	​	​	-	​	​	-	​	​	(1,065)
Non-current portion	​	​	​	13,648	​	17,319	​	​	17,195	​	​	-	​	​	-	​	​	48,162

All values are in US Dollars.

(1)	Represents the closure and reclamation provisions of Cuzcatlan and Sanu, which were sold during the second quarter of 2025. Refer to Note 22 for details.
(2)	The change in estimate for the San Jose mine of $0.5 million was included in net income from discontinued operations, net of tax in the Company's consolidated statements of income for the nine months ended September 30, 2025.
---	---

​

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

All values are in US Dollars.

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

Page | 13

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Caylloma<br>$	​	​	Lindero<br>$	​	​	Séguéla<br>$	​	​	Total<br>$
Undiscounted uninflated estimated cash flows	​	​	​	17,184	​	​	17,801	​	​	18,881	​	​	53,866
Discount rate	​	​	​	5.35%	​	​	4.70%	​	​	3.93%	​	​	​
Inflation rate	​	​	​	2.80%	​	​	2.69%	​	​	2.20%	​	​	​

​

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

​

​

15.  SHARE-BASED PAYMENTS

​

During the three and nine months ended September 30, 2025, the Company recognized share-based payments of $10.8 million and $24.4 million, respectively (September 30, 2024 - $2.0 million and $9.9 million, respectively), related to the amortization of deferred, restricted and performance share units.

​

(a)	Deferred Share Units

​

​	​	​	​	​	​
​		Cash Settled
​	​	Number of <br>DSUs	​	​	Fair Value<br>$
Outstanding, December 31, 2023	​	1,048,500	​	​	4,043
Granted	​	135,316	​	​	438
Changes in fair value	​	-	​	​	595
Outstanding, December 31, 2024	​	1,183,816	​	​	5,076
Granted	​	83,992	​	​	387
Changes in fair value	​	-	​	​	5,885
Outstanding, September 30, 2025	​	1,267,808	​	​	11,348

​

(b)	Restricted Share Units

​

​	​	​	​	​	​
​	​	Cash Settled
​	​	Number of <br>RSUs		​	Fair Value<br>$
Outstanding, December 31, 2023	​	2,668,197	​	​	5,216
Granted	​	1,956,611	​	​	-
Units paid out in cash	​	(896,413)	​	​	(3,160)
Forfeited or cancelled	​	(179,402)	​	​	(332)
Changes in fair value and vesting	​	-	​	​	7,263
Outstanding, December 31, 2024	​	3,548,993	​	​	8,987
Granted	​	1,354,613	​	​	-
Units paid out in cash	​	(1,388,867)	​	​	(7,342)
Forfeited or cancelled	​	(122,133)	​	​	(277)
Changes in fair value and vesting	​	-	​	​	15,092
Outstanding, September 30, 2025	​	3,392,606	​	​	16,460
Less: current portion	​	​	​	​	(10,279)
Non-current portion	​	​	​	​	6,181

​ Page | 14

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

RSUs granted during the three and nine months ended September 30, 2025, had a weighted average fair value of C$6.62 per unit at the date of the grant (December 31, 2024 - C$4.36).

​

(c)    Performance Share Units

​

​	​	​	​	​	​
​	​	​	​	​	Equity Settled
​	​	​		​	Number of<br>PSUs
Outstanding, December 31, 2023	​	​	​	​	1,840,012
Granted	​	​	​	​	1,038,383
Vested and paid out in shares	​	​	​	​	(823,433)
Outstanding, December 31, 2024	​	​	​	​	2,054,962
Granted	​	​	​	​	743,709
Vested and paid out in shares	​	​	​	​	(802,164)
Outstanding, September 30, 2025	​	​	​	​	1,996,507

​

PSUs granted during the three and nine months ended September 30, 2025, had a weighted average fair value of C$6.62 per unit at the date of the grant (December 31, 2024 - C$4.36).

​

During the three and nine months ended September 30, 2025, PSUs vested and were settled in shares. Based on agreed performance outcomes, a weighted average multiplier of 118% (December 31, 2024 - 72%) was applied, resulting in the issuance of 948,697 (December 31, 2024 - 589,574) common shares upon vesting.

​

(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, 2025, a total of 2,950,529 stock options are available for issuance under the plan. As at September 30, 2025, no stock options were outstanding (December 31, 2024 - none).

​

​

16.  SHARE CAPITAL

​

Authorized Share Capital

​

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

​

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

​

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

​

​ Page | 15

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

17.  EARNINGS PER SHARE

​

​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,			​	Nine months ended September 30,
​	​	​	2025	​	2024	​	2025	​	2024<br>$
Basic:	​	​	​	​	​	​	​	​	​
Net income from continuing operations attributable to Fortuna shareholders	​	​	123,589	​	35,477	​	201,652	​	69,774
Net income attributable to Fortuna shareholders	​	​	123,589	​	50,511	​	219,407	​	117,391
​	​	​	​	​	​	​	​	​	​
Weighted average number of shares (000's)	​	​	306,960	​	312,627	​	306,846	​	308,383
Earnings per share from continuing operations - basic	​	​	0.40	​	0.11	​	0.66	​	0.23
Earnings per share - basic	​	​	0.40	​	0.16	​	0.72	​	0.38

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,			​	Nine months ended September 30,
​	​	​	2025	​	2024	​	2025	​	2024<br>$
Diluted:	​	​	​	​	​	​	​	​	​
Net income from continuing operations attributable to Fortuna shareholders	​	​	123,589	​	35,477	​	201,652	​	69,774
Add: finance costs on convertible debt, net of tax ^(1)^	​	​	3,770	​	-	​	-	​	-
Diluted net income from continuing operations for the period	​	​	127,359	​	35,477	​	201,652	​	69,774
Net income attributable to Fortuna shareholders	​	​	123,589	​	50,511	​	219,407	​	117,391
Add: finance costs on convertible debt, net of tax ^(1)^	​	​	3,770	​	-	​	-	​	-
Diluted net income for the period	​	​	127,359	​	50,511	​	219,407	​	117,391
​	​	​	​	​	​	​	​	​	​
Weighted average number of shares (000's)	​	​	306,960	​	312,627	​	306,846	​	308,383
Incremental shares from dilutive potential shares	​	​	28,169	​	2,055	​	1,817	​	1,797
Weighted average diluted number of shares (000's)	​	​	335,129	​	314,682	​	308,663	​	310,180
Earnings per share from continuing operations - diluted	​	​	0.38	​	0.11	​	0.65	​	0.22
Earnings per share - diluted	​	​	0.38	​	0.16	​	0.71	​	0.38

All values are in US Dollars.

(1)	For the three months ended September 30, 2025, finance costs on convertible debt are net of tax of $nil.

​

The incremental shares from dilutive potential shares primarily consist of share units and, for the three months ended September 30, 2025, potential common shares issuable on conversion of the 2024 Convertible Notes. For the three and nine months ended September 30, 2025, an aggregate of nil and 26,172,045 potential common shares, respectively, (for the three and nine months ended September 30, 2024 - 26,172,045) issuable on conversion of the 2024 Convertible Notes were excluded from the diluted earnings per share calculation as 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, 2025 and 2024

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

​

18.  SALES

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30, 2025
​	​	​	Argentina $	​	​	Côte d'Ivoire $	​	​	Peru $	​	​	Total $
Gold doré	​	​	86,357	​	​	134,333	​	​	-	​	​	220,690
Silver-lead concentrates	​	​	-	​	​	-	​	​	14,949	​	​	14,949
Zinc concentrates	​	​	-	​	​	-	​	​	14,692	​	​	14,692
Provisional pricing adjustments	​	​	-	​	​	-	​	​	1,031	​	​	1,031
Sales to external customers	​	​	86,357	​	​	134,333	​	​	30,672	​	​	251,362
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30, 2024
​	​	​	Argentina<br>$	​	​	Côte d'Ivoire<br>$	​	​	Peru<br>$	​	​	Total<br>$
Gold doré	​	​	66,265	​	​	84,338	​	​	-	​	​	150,603
Silver-lead concentrates	​	​	-	​	​	-	​	​	18,596	​	​	18,596
Zinc concentrates	​	​	-	​	​	-	​	​	12,497	​	​	12,497
Provisional pricing adjustments	​	​	-	​	​	-	​	​	48	​	​	48
Sales to external customers	​	​	66,265	​	​	84,338	​	​	31,141	​	​	181,744

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Nine months ended September 30, 2025
​	​	​	Argentina $	​	​	Côte d'Ivoire $	​	​	Peru $	​	​	Total $
Gold doré	​	​	215,192	​	​	371,784	​	​	-	​	​	586,976
Silver-lead concentrates	​	​	-	​	​	-	​	​	46,408	​	​	46,408
Zinc concentrates	​	​	-	​	​	-	​	​	42,249	​	​	42,249
Provisional pricing adjustments	​	​	-	​	​	-	​	​	1,185	​	​	1,185
Sales to external customers	​	​	215,192	​	​	371,784	​	​	89,842	​	​	676,818
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Nine months ended September 30, 2024
​	​	​	Argentina<br>$	​	​	Côte d'Ivoire<br>$	​	​	Peru<br>$	​	​	Total<br>$
Gold doré	​	​	161,536	​	​	233,697	​	​	-	​	​	395,233
Silver-lead concentrates	​	​	-	​	​	-	​	​	50,143	​	​	50,143
Zinc concentrates	​	​	-	​	​	-	​	​	35,428	​	​	35,428
Provisional pricing adjustments	​	​	-	​	​	-	​	​	1,222	​	​	1,222
Sales to external customers	​	​	161,536	​	​	233,697	​	​	86,793	​	​	482,026

​ Page | 17

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

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

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,			​	​	Nine months ended September 30,
​	​	​	2025	​	2024<br>$	​	​	2025	​	2024<br>$
Customer 1	​	​	134,333	​	84,338	​	​	371,784	​	233,698
Customer 2	​	​	86,357	​	66,265	​	​	215,192	​	161,536
Customer 3	​	​	30,672	​	31,141	​	​	89,842	​	86,792
​	​	​	251,362	​	181,744	​	​	676,818	​	482,026

All values are in US Dollars.

​

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.

​

​

​

19.  COST OF SALES

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,			​	​	Nine months ended September 30,
​	​	​	2025	​	2024<br>$	​	​	2025	​	2024<br>$
Direct mining costs	​	​	57,280	​	49,221	​	​	145,861	​	127,466
Depletion and depreciation	​	​	52,440	​	45,276	​	​	144,576	​	126,302
Salaries and benefits	​	​	12,000	​	16,136	​	​	48,248	​	43,883
Royalties and other taxes	​	​	12,524	​	6,599	​	​	34,531	​	18,651
Workers' participation	​	​	663	​	408	​	​	1,958	​	1,150
Inventory net realizable value adjustments and other	​	​	(16,675)	​	(3)	​	​	(16,857)	​	226
Cost of sales	​	​	118,232	​	117,637	​	​	358,317	​	317,678

All values are in US Dollars.

​

For the three and nine months ended September 30, 2025, depletion and depreciation includes $4.8 million and $12.9 million, respectively, of depreciation related to right-of-use assets (September 30, 2024 - $2.7 million and $7.8 million, respectively).

​

On January 7, 2025, the Director General of Taxes in Côte d’Ivoire issued a communiqué announcing that the Fiscal Annex 2025 would become effective on January 10, 2025. The Fiscal Annex includes an increase of 2% in ad valorem tax rates applicable to mining operations. This change applies to gold revenue generated from the Company’s Séguéla mine and is reflected in the results for the three and nine months ended September 30, 2025.

​

20.  GENERAL AND ADMINISTRATION

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,			​	​	Nine months ended September 30,
​	​	​	2025	​	2024<br>$	​	​	2025	​	2024<br>$
General and administration	​	​	15,361	​	11,559	​	​	47,040	​	40,435
Workers' participation	​	​	153	​	86	​	​	294	​	243
​	​	​	15,514	​	11,645	​	​	47,334	​	40,678
Share-based payments	​	​	10,789	​	2,045	​	​	24,445	​	9,877
General and administration	​	​	26,303	​	13,690	​	​	71,779	​	50,555

All values are in US Dollars.

​

​

​

​

​ Page | 18

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(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,
​	​	​	2025	​	2024	​	2025	​	2024<br>$
Interest income	​	​	4,089	​	1,054	​	10,232	​	2,355
Credit facilities and other interest	​	​	(1,025)	​	(1,355)	​	(2,012)	​	(8,210)
2024 Convertible Notes interest	​	​	(1,618)	​	(1,631)	​	(4,852)	​	(1,985)
Amortization of discount and transaction costs	​	​	(2,283)	​	(2,212)	​	(6,555)	​	(4,424)
Bank stand-by and commitment fees	​	​	(224)	​	(386)	​	(684)	​	(747)
Accretion expense	​	​	(521)	​	(461)	​	(1,611)	​	(1,442)
Lease liabilities	​	​	(1,573)	​	(943)	​	(4,140)	​	(2,741)
2019 Convertible Debentures interest	​	​	-	​	(107)	​	-	​	(1,167)
​	​	​	(3,155)	​	(6,041)	​	(9,622)	​	(18,361)

All values are in US Dollars.

​

​

22 .   DISCONTINUED OPERATIONS

​

(a)	Accounting Policy – Assets Held for Sale and Discontinued Operations

​

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

​

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

​

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

​

(b)	Accounting Disclosure

​

On April 11, 2025, the Company completed the sale of its 100% interest in Cuzcatlan, which owns and operates the San Jose Mine in Oaxaca, Mexico.

​

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

​ Page | 19

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

Results of Discontinued Operation – Cuzcatlan

​

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

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Three months ended September 30,			​	Nine months ended September 30,
​	​		​	2025	​	2024	​	2025	​	2024<br>$
Sales	​	​	​	-	​	23,907	​	168	​	78,214
Cost of sales	​	​	​	-	​	24,697	​	287	​	73,945
Mine operating (loss) income	​	​	​	-	​	(790)	​	(119)	​	4,269
​	​	​	​	​	​	​	​	​	​	​
General and administration	​	​	​	-	​	1,802	​	638	​	4,850
Foreign exchange (gain) loss	​	​	​	-	​	(272)	​	190	​	(961)
Other expenses	​	​	​	-	​	647	​	2,202	​	1,015
Operating loss	​	​	​	-	​	(2,967)	​	(3,149)	​	(635)
​	​	​	​	​	​	​	​	​	​	​
Interest and finance costs, net	​	​	​	-	​	(240)	​	(325)	​	(747)
Loss before income taxes	​	​	​	-	​	(3,207)	​	(3,474)	​	(1,382)
​	​	​	​	​	​	​	​	​	​	​
Income taxes	​	​	​	-	​	-	​	(1)	​	(897)
Net loss from operating activities, net of tax	​	​	​	-	​	(3,207)	​	(3,473)	​	(485)
​	​	​	​	​	​	​	​	​	​	​
Gain on sale of discontinued operation	​	​	​	-	​	-	​	7,646	​	-
(Loss) income from discontinued operation, net of tax	​	​	​	-	​	(3,207)	​	4,173	​	(485)
​	​	​	​	​	​	​	​	​	​	​
(Loss) income per share from discontinued operation attributable to Fortuna shareholders	​	​	​	​	​	​	​	​	​	​
Basic	​	​	​	-	​	(0.01)	​	0.01	​	(0.00)
Diluted	​	​	​	-	​	(0.01)	​	0.01	​	(0.00)

All values are in US Dollars.

​

​ Page | 20

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

Results of Discontinued Operation – Sanu Entities

​

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

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Three months ended September 30,			​	Nine months ended September 30,
​	​		​	2025	​	2024	​	2025	​	2024<br>$
Sales	​	​	​	-	​	69,270	​	128,059	​	199,601
Cost of sales	​	​	​	-	​	45,656	​	82,393	​	131,446
Mine operating income	​	​	​	-	​	23,614	​	45,666	​	68,155
​	​	​	​	​	​	​	​	​	​	​
General and administration	​	​	​	-	​	550	​	1,380	​	1,282
Foreign exchange (gain) loss	​	​	​	-	​	(2,042)	​	(4,254)	​	22
Other expenses	​	​	​	-	​	283	​	3,217	​	1,426
Operating income	​	​	​	-	​	24,823	​	45,323	​	65,425
​	​	​	​	​	​	​	​	​	​	​
Interest and finance costs, net	​	​	​	-	​	3	​	44	​	(272)
Income before income taxes	​	​	​	-	​	24,826	​	45,367	​	65,153
​	​	​	​	​	​	​	​	​	​	​
Income taxes	​	​	​	-	​	4,639	​	10,140	​	11,875
Net income from operating activities, net of tax	​	​	​	-	​	20,187	​	35,227	​	53,278
​	​	​	​	​	​	​	​	​	​	​
Loss on sale of discontinued operation	​	​	​	-	​	-	​	(11,360)	​	-
Tax expense on sale of discontinued operation	​	​	​	-	​	-	​	(4,052)	​	-
Release of OCI on sale of discontinued operation	​	​	​	-	​	-	​	(1,701)	​	-
Income from discontinued operation, net of tax	​	​	​	-	​	20,187	​	18,114	​	53,278
​	​	​	​	​	​	​	​	​	​	​
Income from discontinued operation, net of tax attributable to:	​	​	​	​	​	​	​	​	​	​
Fortuna shareholders	​	​	​	-	​	18,240	​	13,581	​	48,102
Non-controlling interest	​	​	​	-	​	1,947	​	4,533	​	5,176
​	​	​	​	-	​	20,187	​	18,114	​	53,278
​	​	​	​	​	​	​	​	​	​	​
Income per share from discontinued operation attributable to Fortuna shareholders	​	​	​	​	​	​	​	​	​	​
Basic	​	​	​	-	​	0.06	​	0.04	​	0.16
Diluted	​	​	​	-	​	0.06	​	0.04	​	0.16

All values are in US Dollars.

​ Page | 21

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

Effect of disposal – as at April 11 and May 12, 2025, for Cuzcatlan and the Sanu Entities, respectively

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	Cuzcatlan $	​	​	Sanu Entities $
Cash and cash equivalents	​	​	​	​	​	​	​	​	​	1,817	​	​	7,384
Trade and other receivables	​	​	​	​	​	​	​	​	​	1,897	​	​	46,791
Inventories	​	​	​	​	​	​	​	​	​	2,786	​	​	17,153
Mineral properties and property, plant and equipment	​	​	​	​	​	​	​	​	​	9,189	​	​	61,533
Other current assets	​	​	​	​	​	​	​	​	​	4,281	​	​	-
Other non-current assets	​	​	​	​	​	​	​	​	​	2,426	​	​	35,458
Trade and other payables	​	​	​	​	​	​	​	​	​	(763)	​	​	(41,004)
Lease obligations	​	​	​	​	​	​	​	​	​	(197)	​	​	(2,666)
Closure and reclamation provisions	​	​	​	​	​	​	​	​	​	(15,300)	​	​	(14,505)
Deferred tax liabilities	​	​	​	​	​	​	​	​	​	-	​	​	(8,032)
Net assets sold	​	​	​	​	​	​	​	​	​	6,136	​	​	102,112
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Cash consideration received	​	​	​	​	​	​	​	​	​	13,586	​	​	68,844
Other consideration received	​	​	​	​	​	​	​	​	​	196	​	​	11,658
Total consideration received	​	​	​	​	​	​	​	​	​	13,782	​	​	80,502
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Non-controlling interests removed with disposal	​	​	​	​	​	​	​	​	​	-	​	​	10,250
Gain (loss) on sale of discontinued operations	​	​	​	​	​	​	​	​	​	7,646	​	​	(11,360)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	Cuzcatlan $	​	​	Sanu Entities $
Cash consideration received	​	​	​	​	​	​	​	​	​	13,586	​	​	68,844
Cash and cash equivalents disposed of	​	​	​	​	​	​	​	​	​	(1,817)	​	​	(7,384)
Net cash inflows on disposal	​	​	​	​	​	​	​	​	​	11,769	​	​	61,460

​

The $70.0 million cash payment received by the Company as partial consideration for the sale of the Sanu Entities to Soleil is subject to a post-closing working capital and net cash adjustment. As at September 30, 2025, only one adjustment has been recorded, reflecting a $1.2 million cash transfer from the Company to one of the disposed subsidiaries shortly after closing. No additional net cash  adjustments are expected to be made.

​

As part of the consideration received by the Company for the sale of the Sanu Entities, the Company is entitled to receive up to $53.6 million of future cash payments associated with VAT receivables. The estimated fair value of $11.7 million was based on projected future cash flows, after considering applicable fees and taxes, using internal historical data discounted over the expected period of collection.

​

During the third quarter, the Company and Soleil renegotiated the Company's right to receive up to $53.6 million of value-added tax receivables that were outstanding on the closing of the sale of the Sanu Entities. The Company has agreed to receive $15.0 million from Soleil in consideration for the relinquishment of this right. An aggregate of $5.0 million was received within the quarter, $6.0 million was received on October 7, 2025, and $4.0 million remains outstanding.

​

​ Page | 22

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

Cash Flows of Discontinued Operations

​

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

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Three months ended September 30,			​	Nine months ended September 30,
​	​		​	2025	​	2024	​	2025	​	2024<br>$
Cuzcatlan	​	​	​	-	​	(1,939)	​	(11,200)	​	(2,758)
Sanu Entities	​	​	​	-	​	27,520	​	23,184	​	81,635
Net cash provided by operating activities	​	​	​	-	​	25,581	​	11,984	​	78,877
​	​	​	​	​	​	​	​	​	​	​
Cuzcatlan	​	​	​	-	​	(1,548)	​	11,738	​	(5,805)
Sanu Entities	​	​	​	-	​	(5,718)	​	59,942	​	(24,752)
Cash (used in) provided by investing activities	​	​	​	-	​	(7,266)	​	71,680	​	(30,557)
​	​	​	​	​	​	​	​	​	​	​
Cuzcatlan	​	​	​	-	​	(199)	​	(22)	​	(677)
Sanu Entities	​	​	​	-	​	(1,719)	​	(12,857)	​	(3,786)
Cash used in financing activities	​	​	​	-	​	(1,918)	​	(12,879)	​	(4,463)
Net cash flows from discontinued operations	​	​	​	-	​	16,397	​	70,785	​	43,857

All values are in US Dollars.

​

​

​

​

​ Page | 23

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

23.  SEGMENTED INFORMATION

​

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

​

The following summary describes the operations of each reportable segment:

●	Mansfield Minera S.A. (“Mansfield”) – operates the Lindero gold mine
●	Roxgold SANGO S.A. (“Sango”) – operates the Séguéla gold mine
---	---
●	Minera Bateas S.A.C. (“Bateas”) – operates the Caylloma silver, lead, and zinc mine
---	---
●	Corporate – corporate stewardship and projects outside other segments
---	---

​

Discontinued operations:

●	Cuzcatlan – operates the San Jose silver-gold mine
●	Sanu – operates the Yaramoko gold mine
---	---

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30, 2025
​	​	​	Mansfield $	​	​	Sango	​	Bateas $	​	​	Corporate	​	Total $
Revenues from external customers	​	​	86,357	​	​	134,333	​	30,672	​	​	-	​	251,362
Cost of sales before depreciation and depletion	​	​	(12,842)	​	​	(38,827)	​	(14,123)	​	​	-	​	(65,792)
Depreciation and depletion in cost of sales	​	​	(15,524)	​	​	(31,722)	​	(5,194)	​	​	-	​	(52,440)
General and administration	​	​	(2,897)	​	​	(3,324)	​	(972)	​	​	(19,110)	​	(26,303)
Reversal of impairment of mineral properties, plant and equipment	​	​	52,745	​	​	-	​	-	​	​	-	​	52,745
Other (expenses) income	​	​	(5,955)	​	​	(2,062)	​	11	​	​	3,030	​	(4,976)
Finance items	​	​	959	​	​	(875)	​	(625)	​	​	(1,037)	​	(1,578)
Segment income (loss) before taxes	​	​	102,843	​	​	57,523	​	9,769	​	​	(17,117)	​	153,018
Income taxes	​	​	(2,156)	​	​	(18,851)	​	(2,837)	​	​	(974)	​	(24,818)
Segment income (loss) after taxes from continuing operations	​	​	100,687	​	​	38,672	​	6,932	​	​	(18,091)	​	128,200
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30, 2024
​	​	​	Mansfield<br>$	​	​	Sango	​	Bateas<br>$	​	​	Corporate	​	Total<br>$
Revenues from external customers	​	​	66,265	​	​	84,338	​	31,141	​	​	-	​	181,744
Cost of sales before depreciation and depletion	​	​	(28,710)	​	​	(28,296)	​	(15,355)	​	​	-	​	(72,361)
Depreciation and depletion in cost of sales	​	​	(13,640)	​	​	(27,170)	​	(4,466)	​	​	-	​	(45,276)
General and administration	​	​	(2,944)	​	​	(3,343)	​	(1,333)	​	​	(6,070)	​	(13,690)
Other expenses	​	​	(1,506)	​	​	1,037	​	(205)	​	​	1,051	​	377
Finance items	​	​	2,613	​	​	(1,207)	​	(149)	​	​	(4,136)	​	(2,879)
Segment income (loss) before taxes	​	​	22,078	​	​	25,359	​	9,633	​	​	(9,155)	​	47,915
Income taxes	​	​	(1,440)	​	​	(4,606)	​	(1,730)	​	​	(2,701)	​	(10,477)
Segment income (loss) after taxes from continuing operations	​	​	20,638	​	​	20,753	​	7,903	​	​	(11,856)	​	37,438

All values are in US Dollars.

​ Page | 24

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Nine months ended September 30, 2025
​	​	​	Mansfield $	​	​	Sango	​	Bateas $	​	​	Corporate	​	Total $
Revenues from external customers	​	​	215,192	​	​	371,784	​	89,842	​	​	-	​	676,818
Cost of sales before depreciation and depletion	​	​	(62,455)	​	​	(110,638)	​	(40,648)	​	​	-	​	(213,741)
Depreciation and depletion in cost of sales	​	​	(38,654)	​	​	(91,997)	​	(13,925)	​	​	-	​	(144,576)
General and administration	​	​	(7,991)	​	​	(9,307)	​	(5,356)	​	​	(49,125)	​	(71,779)
Reversal of impairment of mineral properties, plant and equipment	​	​	52,745	​	​	-	​	-	​	​	-	​	52,745
Other (expenses) income	​	​	(10,409)	​	​	5,039	​	(272)	​	​	438	​	(5,204)
Finance items	​	​	4,121	​	​	(2,939)	​	(883)	​	​	(5,915)	​	(5,616)
Segment income (loss) before taxes	​	​	152,549	​	​	161,942	​	28,758	​	​	(54,602)	​	288,647
Income taxes	​	​	(5,252)	​	​	(54,064)	​	(10,451)	​	​	(4,091)	​	(73,858)
Segment income (loss) after taxes from continuing operations	​	​	147,297	​	​	107,878	​	18,307	​	​	(58,693)	​	214,789
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Nine months ended September 30, 2024
​	​	​	Mansfield<br>$	​	​	Sango	​	Bateas<br>$	​	​	Corporate	​	Total<br>$
Revenues from external customers	​	​	161,536	​	​	233,697	​	86,793	​	​	-	​	482,026
Cost of sales before depreciation and depletion	​	​	(75,609)	​	​	(73,882)	​	(41,885)	​	​	-	​	(191,376)
Depreciation and depletion in cost of sales	​	​	(36,800)	​	​	(78,224)	​	(11,278)	​	​	-	​	(126,302)
General and administration	​	​	(9,125)	​	​	(7,846)	​	(4,152)	​	​	(29,432)	​	(50,555)
Other (expenses) income	​	​	(2,995)	​	​	(2,053)	​	(6)	​	​	1,671	​	(3,383)
Finance items	​	​	6,456	​	​	(2,624)	​	(461)	​	​	(13,421)	​	(10,050)
Segment income (loss) before taxes	​	​	43,463	​	​	69,068	​	29,011	​	​	(41,182)	​	100,360
Income (taxes) recoveries	​	​	(3,946)	​	​	(18,912)	​	(9,746)	​	​	6,276	​	(26,328)
Segment income (loss) after taxes from continuing operations	​	​	39,517	​	​	50,156	​	19,265	​	​	(34,906)	​	74,032

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
As at September 30, 2025	​	​	Mansfield $	​	​	Sango $	​	​	Bateas $	​	​	Corporate $	​	​	Cuzcatlan $	​	​	Sanu	​	Total $
Total assets	​	​	646,431	​	​	942,874	​	​	144,605	​	​	506,998	​	​	-	​	​	-	​	2,240,908
Total liabilities	​	​	61,708	​	​	262,341	​	​	49,499	​	​	196,096	​	​	-	​	​	-	​	569,644
Capital expenditures ^(1)^	​	​	55,005	​	​	80,750	​	​	11,174	​	​	21,405	​	​	89	​	​	452	​	168,875

All values are in US Dollars.

(1)	Capital expenditures are on an accrual basis for the nine months ended September 30, 2025.

​

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

All values are in US Dollars.

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

​

​ Page | 25

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

24.  FAIR VALUE MEASUREMENTS

(a)	Financial Assets and Financial Liabilities by Category

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​
As at September 30, 2025	****	​	Fair value through OCI	​	Fair value through profit or loss $	​	​	Amortized cost $	​	​	Total $
Financial assets	​	​	​	​	​	​	​	​	​	​	​
Cash and cash equivalents	​	​	-	​	-	​	​	438,280	​	​	438,280
Trade receivables concentrate sales	​	​	-	​	10,566	​	​	-	​	​	10,566
Trade receivables doré sales	​	​	-	​	-	​	​	6,666	​	​	6,666
Investments in equity securities	​	​	5,899	​	-	​	​	-	​	​	5,899
Other receivables	​	​	-	​	-	​	​	18,604	​	​	18,604
Total financial assets	​	​	5,899	​	10,566	​	​	463,550	​	​	480,015
​	​	​	​	​	​	​	​	​	​	​	​
Financial liabilities	​	​	​	​	​	​	​	​	​	​	​
Trade payables	​	​	-	​	-	​	​	(58,630)	​	​	(58,630)
Payroll payable	​	​	-	​	-	​	​	(24,682)	​	​	(24,682)
Share units payable	​	​	-	​	(27,808)	​	​	-	​	​	(27,808)
2024 Convertible Notes	​	​	-	​	-	​	​	(132,193)	​	​	(132,193)
Other payables	​	​	-	​	-	​	​	(91,674)	​	​	(91,674)
Total financial liabilities	​	​	-	​	(27,808)	​	​	(307,179)	​	​	(334,987)

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​	​	​
As at December 31, 2024		​	Fair value through OCI	​	Fair value<br>through<br>profit or loss<br>$	​	​	Amortized<br>cost<br>$	​	​	Total<br>$
Financial assets	​	​	​	​	​	​	​	​	​	​	​
Cash and cash equivalents	​	​	-	​	-	​	​	231,328	​	​	231,328
Trade receivables concentrate sales	​	​	-	​	18,920	​	​	-	​	​	18,920
Trade receivables doré sales	​	​	-	​	-	​	​	7,782	​	​	7,782
Investments in equity securities	​	​	119	​	-	​	​	-	​	​	119
Other receivables	​	​	-	​	-	​	​	4,332	​	​	4,332
Total financial assets	​	​	119	​	18,920	​	​	243,442	​	​	262,481
​	​	​	​	​	​	​	​	​	​	​	​
Financial liabilities	​	​	​	​	​	​	​	​	​	​	​
Trade payables	​	​	-	​	-	​	​	(91,180)	​	​	(91,180)
Payroll payable	​	​	-	​	-	​	​	(30,345)	​	​	(30,345)
Share units payable	​	​	-	​	(14,063)	​	​	-	​	​	(14,063)
2024 Convertible Notes	​	​	-	​	-	​	​	(126,031)	​	​	(126,031)
Other payables	​	​	-	​	-	​	​	(84,383)	​	​	(84,383)
Total financial liabilities	​	​	-	​	(14,063)	​	​	(331,939)	​	​	(346,002)

All values are in US Dollars.

​

​ Page | 26

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

(b)	Fair Values of Financial Assets and Financial Liabilities

​

During the three and nine months ended September 30, 2025 and 2024, there were no transfers of amounts between Level 1, Level 2, and Level 3 of the fair value hierarchy. The fair values of the Company’s financial assets and financial liabilities that are measured at fair value, including their levels in the fair value hierarchy are as follows:

​

​	​	​	​	​	​	​	​	​	​
As at September 30, 2025	****	​	Level 1	​	Level 2	​	Level 3	​	Total $
Trade receivables concentrate sales	​	​	-	​	10,566	​	-	​	10,566
Investments in equity securities	​	​	5,899	​	-	​	-	​	5,899
Share units payable	​	​	-	​	(27,808)	​	-	​	(27,808)

All values are in US Dollars.

​

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

All values are in US Dollars.

​

(c)	Financial Assets and Financial Liabilities Not Already Measured at Fair Value

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	September 30, 2025					​	December 31, 2024
​	​	​	Carrying amount $	​	​	Fair value $	​	​	Carrying amount<br>$	​	​	Fair value<br>$
2024 Convertible Notes ^(1)^	​	​	(132,193)	​	​	(273,509)	​	​	(126,031)	​	​	(177,330)
​	​	​	(132,193)	​	​	(273,509)	​	​	(126,031)	​	​	(177,330)

​

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

​

​

​

25.  SUPPLEMENTAL CASH FLOW INFORMATION

​

Changes in working capital for the three and nine months ended September 30, 2025 and 2024 are as follows:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,			​	​	Nine months ended September 30,
​	​	​	2025	​	2024<br>$	​	​	2025	​	2024<br>$
Trade and other receivables	​	​	4,296	​	(19,375)	​	​	(1,790)	​	(26,721)
Prepaid expenses	​	​	(2,999)	​	(2,044)	​	​	(27)	​	(4,330)
Inventories	​	​	2,857	​	(3,523)	​	​	(4,212)	​	(23,205)
Trade and other payables	​	​	(6,764)	​	3,220	​	​	(8,757)	​	(6,653)
Total changes in working capital	​	​	(2,610)	​	(21,722)	​	​	(14,786)	​	(60,909)

All values are in US Dollars.

​ Page | 27

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	2024 Convertible Notes<br>$	​	​	2019 Convertible Debentures<br>$	​	​	Credit <br>Facility<br>$	​	​	Lease<br>obligations<br>$
As at December 31, 2023	​	​	​	-	​	​	43,901	​	​	162,946	​	​	57,401
Additions	​	​	​	172,500	​	​	-	​	​	68,000	​	​	27,038
Terminations	​	​	​	-	​	​	-	​	​	-	​	​	(75)
Conversion of debenture	​	​	​	-	​	​	(35,383)	​	​	-	​	​	-
Accretion	​	​	​	4,288	​	​	1,131	​	​	2,054	​	​	3,905
Payments	​	​	​	-	​	​	(9,795)	​	​	(233,000)	​	​	(15,773)
Transaction costs	​	​	​	(6,488)	​	​	-	​	​	-	​	​	-
Equity component	​	​	​	(44,269)	​	​	-	​	​	-	​	​	-
Extinguishment of debt	​	​	​	-	​	​	146	​	​	-	​	​	-
Effect from discontinued operations	​	​	​	-	​	​	-	​	​	-	​	​	(4,518)
Foreign exchange	​	​	​	-	​	​	-	​	​	-	​	​	(1)
As at December 31, 2024	​	​	​	126,031	​	​	-	​	​	-	​	​	67,977
Additions	​	​	​	-	​	​	-	​	​	-	​	​	30,408
Terminations	​	​	​	-	​	​	-	​	​	-	​	​	(197)
Accretion	​	​	​	6,162	​	​	-	​	​	-	​	​	4,162
Payments	​	​	​	-	​	​	-	​	​	-	​	​	(17,697)
Effect from discontinued operations	​	​	​	-	​	​	-	​	​	-	​	​	(3,811)
Foreign exchange	​	​	​	-	​	​	-	​	​	-	​	​	384
As at September 30, 2025	​	​	​	132,193	​	​	-	​	​	-	​	​	81,226

​

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

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Three months ended September 30,			​	Nine months ended September 30,
​	​	​	​	2025	​	2024	​	2025	​	2024<br>$
Mineral properties, plant and equipment changes in closure and reclamation provision	​	​	​	(1,969)	​	(2,834)	​	(1,465)	​	(2,089)
Additions to right-of-use assets	​	​	​	94	​	11,486	​	30,408	​	19,191
Share units allocated to share capital upon settlement	​	​	​	-	​	164	​	3,294	​	3,078

All values are in US Dollars.

​

​

26. **** NON-CONTROLLING INTERESTS

​

As at September 30, 2025, the non-controlling interest (“NCI”) of the State of Côte d’Ivoire, which represents a 10% interest in Sango, totaled $52.4 million. The income attributable to the NCI for the three and nine months ended September 30, 2025, totaling $4.6 million and $13.2 million, respectively, is based on net income for Séguéla. As at September 30, 2025, Sango’s dividend to the State of Côte d’Ivoire was $13.0 million.

​

​ Page | 28

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

On March 14, 2025, the Company agreed to increase the State of Burkina Faso’s equity interest in Sanu from 10% to 15% in response to provisions of the 2024 Mining Code, and on May 12, 2025, issued shares of an additional 5% equity interest, with a carrying value of $7.3 million, to the State of Burkina Faso. On April 16, 2025, Sanu paid a dividend to the State of Burkina Faso of $11.5 million based on a 15% ownership interest, consistent with the agreement reached on March 14, 2025. On May 12, 2025, immediately prior to the sale, the NCI of the State of Burkina Faso totaled $10.3 million. The income attributable to the NCI for the three and nine months ended September 30, 2025, totaling $nil and $4.5 million, respectively, is based on net income for Yaramoko.

​

​

​

​

27.  CONTINGENCIES AND CAPITAL COMMITMENTS

​

(a)    Caylloma Letter of Guarantee

​

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

Under the terms of the current Mine Closing Law, the Company is required to provide the Peruvian Government with a guarantee in respect of the Caylloma mine closure plan as it relates to final closure activities and post-closure activities and related taxes. As at September 30, 2025, the Company provided a bank letter guarantee of $15.2 million to the Peruvian Government in respect of such closure costs and taxes.

​

(b)    Other Commitments

​

Argentina

​

As at September 30, 2025, the Company had capital commitments of $4.8 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, 2025, and elected not to purchase the service provider’s equipment, it would have been subject to an early termination payment of $13.0 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 a cumulative fee of approximately $3.9 million as at September 30, 2025.

​ Page | 29

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

(c)    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.

​

Pillar Two Global Minimum Tax

​

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

​

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

​

As at September 30, 2025, Pillar Two legislation has only been enacted in Canada among the jurisdictions in which the Company operates. The Company expects to qualify for transitional safe harbour under the Pillar II legislation and as a result, no Pillar Two top-up taxes have been recognized in the interim financial statements for the three and nine months ended September 30, 2025.

​

(d)    Other Contingencies

​

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

​

28.  REVERSAL OF IMPAIRMENT CHARGE

​

In accordance with the Company’s accounting policies each cash-generating unit (“CGU”) is assessed for indicators of impairment and impairment reversal from both internal and external sources at the end of each reporting period. If such indicators exist for any CGU, those CGUs are tested for impairment or impairment reversal. An increase in the Company’s estimates of future metal prices was identified as an indicator of impairment reversal for the Lindero mine.

​

The recoverable amount of the Lindero CGU was determined based on the discounted cash flows expected to be derived from the Company’s mining properties, which is a Level 3 fair value estimate. The projected cash flows are Page | 30

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

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

​

significantly affected by changes in assumptions related to long-term metal prices, changes in the amount of recoverable mineral reserves and resources, production cost estimates, including the impact of inflation and exchange rates in Argentina, future capital expenditures, discount rates, and the tax regime. The Company has estimated the recoverable amount of the Lindero mine as at September 30, 2025, based on its fair value less cost of disposal and determined that recoverable amount is greater than the carrying amount and as a result recorded an impairment reversal of $52.7 million. The reversal was limited to the carrying value that would have been determined, net of any applicable depreciation, had no impairment charge been recognized previously, and represents the full reversal of the impairment charge previously recorded in 2022.

​

Key assumptions used to determine the recoverable amount include long-term gold price of $2,750 per ounce (2024 - a range of $2,150 to $2,250) and a discount rate of 8.2% (2024 - a range of 7% to 8%). Page | 31

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MANAGEMENT’S DISCUSSION AND ANALYSIS

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​

​

For the three and nine months ended September 30, 2025

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​

​

​

​

​

​

​

​

​

​

As of November 5, 2025

​

​

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​

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

This Management’s Discussion and Analysis (“MD&A”) of the financial position and results of operations for Fortuna Mining Corp. (the “Company” or “Fortuna”) (TSX: FVI and NYSE: FSM) should be read in conjunction with the audited consolidated financial statements of the Company for the years ended December 31, 2024 and 2023 (the “2024 Financial Statements”), and the unaudited condensed interim financial statements of the Company for the three and nine months ended September 30, 2025 and 2024 (the “Q3 2025 Financial Statements”) and related notes thereto, which have been prepared in accordance with IAS 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). For further information on the Company, reference should be made to its public filings, including its annual information form, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.

​

This MD&A is prepared by management and approved by the Board of Directors as of November 5, 2025. The information and discussion provided in this MD&A covers the three and nine months ended September 30, 2025 and 2024, and where applicable, the subsequent period up to the date of issuance of this MD&A. Unless otherwise noted, all dollar amounts in this MD&A are expressed in United States (“US”) dollars. References to "$" or "US$" in this MD&A are to US dollars and references to C$ are to Canadian dollars.

​

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

​

This MD&A contains forward-looking statements. Readers are cautioned as to the risks and uncertainties related to the forward-looking statements, the risks and uncertainties associated with investing in the Company’s securities and the technical and scientific information under National Instrument 43-101 – Standards for Disclosure of Mineral Projects (“NI 43-101”) concerning the Company’s material properties, including information about mineral reserves and resources, which classifications differ significantly from the requirements required by the U.S. Securities and Exchange Commission (“SEC”) as set out in the cautionary note on page 39 of this MD&A. All forward-looking statements are qualified by cautionary notes in this MD&A as well as risks and uncertainties discussed in the Company’s Annual Information Form for fiscal 2024 dated March 22, 2025 and its Management Information Circular dated May 1, 2025, which are available on SEDAR+ and EDGAR.

​

This MD&A uses certain Non-IFRS financial measures and ratios that are not defined under IFRS, including but not limited to: all-in costs, cash cost per ounce of gold; all-in sustaining costs; all-in sustaining cash cost per ounce of gold sold; all-in sustaining cash cost per ounce of gold equivalent sold; cash cost per payable ounce of silver equivalent; all-in sustaining cash cost per payable ounce of silver equivalent sold; sustaining capital, growth capital; all-in cash cost per payable ounce of silver equivalent sold; free cashflow and free cashflow from ongoing operations; adjusted net income; adjusted attributable net income, adjusted EBITDA, net debt and working capital which are used by the Company to manage and evaluate operating performance at each of the Company’s mines and are widely reported in the mining industry as benchmarks for performance. Non-IFRS financial measures and non-IFRS ratios do not have a standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers. Non-IFRS measures are further discussed in the “Non-IFRS Measures” section on page 23 of this MD&A.

​

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

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​ Fortuna | 2

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

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​

CONTENTS

​	​
Business Overview	4
Highlights	4
Financial Results	8
Results of Operations	13
Quarterly Information	18
Exploration and Evaluation	18
Liquidity and Capital Resources	19
Financial Instruments	21
Share Position & Outstanding Options & Equity Based Share Units	22
Related Party Transactions	22
Non-IFRS Financial Measures	23
Risks and Uncertainties	35
Critical Accounting Estimates, Assumptions, and Judgements	36
Controls and Procedures	36
Cautionary Statement on Forward-Looking Statements	36
Cautionary Note to United States Investors Concerning Estimates of Reserves and Resources	39

​

​ Fortuna | 3

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Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

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BUSINESS OVERVIEW

​

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

​

The Company operates the open pit Lindero gold mine (“Lindero” or the “Lindero Mine”) located in northern Argentina, the underground Caylloma silver, lead, and zinc mine (“Caylloma” or the “Caylloma Mine”) located in southern Peru, and the open pit Séguéla gold mine (“Séguéla”, or the “Séguéla Mine”) located in southwestern Côte d’Ivoire. Each of the Company's producing mines is 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.

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IMPAIRMENT REVERSAL AT LINDERO

​

​

As of September 30, 2025, the Company identified an increase in its estimates of future metal prices  as an indicator for the reversal of an impairment originally recorded for the Lindero Mine in 2022. In determining the recoverable value of the Lindero cash generating unit (“CGU”), the Company made estimates of discounted after-tax cash flows expected to be derived from the Company’s mining properties, costs to sell the mining properties and the appropriate discount rate. The projected cash flows are significantly affected by changes in assumptions related to metal selling prices, changes in the amount of recoverable reserves, resources, and exploration potential, production cost estimates, export taxes, future capital expenditures, discount rates and exchange rates.

The Company performed a test of impairment using a discount rate of 8.2% and a long-term gold price of $2,750/oz to determine the fair value less cost of disposal of the CGU, and concluded that the recoverable value of the CGU exceeded the carrying value, resulting in an impairment reversal of $52.7 million. The reversal was limited to the carrying value that would have been determined, net of any applicable depreciation, had no impairment charge been recognized previously, and represents the full reversal of the impairment charge previously recorded in 2022.

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HIGHLIGHTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025

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Financial

●	Sales were $251.4 million, an increase of 38% from the $181.7 million reported in the three months ended September 30, 2024 (“Q3 2024”)
●	Mine operating income was $133.1 million, an increase of 108% from the $64.1 million reported in Q3 2024
---	---
●	Operating income was $154.6 million, an increase of $103.8 million from the $50.8 million in operating income reported in Q3 2024
---	---
●	Attributable net income from continuing operations was $123.6 million or $0.40 per share, an increase from attributable net income of $35.5 million or $0.11 per share reported in Q3 2024
---	---
●	Adjusted net income (refer to Non-IFRS Financial Measures) was $56.1 million compared to $36.5 million in Q3 2024, representing a 54% increase
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Fortuna | 4

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Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

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●	Adjusted EBITDA (refer to Non-IFRS Financial Measures) was $130.8 million compared to $96.6 million reported in Q3 2024, representing a 35% increase
●	Free cash flow from ongoing operations (refer to Non-IFRS Financial Measures) was $73.4 million compared to $34.0 million reported in Q3 2024, representing a 116% increase
---	---
●	Net cash provided by operating activities from continuing operations was $111.3 million, an increase of 65% from the $67.3 million reported in Q3 2024
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Operating

●	Gold production of 63,216 ounces, a 6% increase from Q3 2024
●	Silver production of 233,612 ounces, a 24% decrease from Q3 2024
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●	Lead production of 8,492,206 pounds, a 15% decrease from Q3 2024
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●	Zinc production of 11,988,738 pounds, a 6% decrease from Q3 2024
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●	Consolidated All-in Sustaining Costs (“AISC”) of $1,987 per ounce on a gold equivalent sold basis compared to $1,638 per ounce for Q3 2024. See “Non-IFRS Measures - All-in Sustaining Cash Cost per Ounce of Gold Equivalent Sold” for additional information
---	---

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​ Fortuna | 5

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Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

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Health & Safety

For the third quarter of 2025, the Company recorded no lost time injuries (“LTI”), one restricted work injury (“RWI”) and one medical treatment injury (“MTI”) over 2.39 million hours worked.  The year-to-date LTI frequency rate (“LTIFR”) at the end of this quarter was 0.00 lost time injuries per million hours worked (0.46 in Q3 2024) while the year-to-date total recordable injury frequency rate (“TRIFR”) was 0.86 total recordable injuries per million hours worked (1.37 in Q3 2024).

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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 2025, as well as throughout the year.

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Community Engagement

During the third quarter of 2025, there were no significant disputes at any of our sites. We recorded 321 local stakeholder engagement activities during the period. These included consultation meetings with local administration and community leaders, participation in ceremonies and courtesy visits. Fortuna | 6

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Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

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Operating and Financial Highlights From Continuing Operations

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A summary of the Company’s consolidated financial and operating results for the three and nine months ended September 30, 2025 is presented below:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
Consolidated Metrics	​	2025		2024		% Change		2025	​	2024	​	% Change
Selected highlights	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Metal produced (oz)	​	63,216	​	59,474	​	6%	​	183,772	​	173,442	​	6%
Metal sold (oz)	​	64,259	​	60,518	​	6%	​	182,985	​	171,424	​	7%
Realized price ($/oz)	​	3,467	​	2,498	​	39%	​	3,231	​	2,310	​	40%
Silver	​	​	​	​	​	​	​	​	​	​	​	​
Metal produced (oz)	​	233,612	​	305,446	​	(24%)	​	717,226	​	927,304	​	(23%)
Metal sold (oz)	​	243,590	​	340,829	​	(29%)	​	747,197	​	937,199	​	(20%)
Realized price ($/oz)	​	39.35	​	29.25	​	35%	​	34.92	​	26.98	​	29%
Lead	​	​	​	​	​	​	​	​	​	​	​	​
Metal produced (000's lbs)	​	8,492	​	9,998	​	(15%)	​	26,253	​	30,053	​	(13%)
Metal sold (000's lbs)	​	8,628	​	10,934	​	(21%)	​	27,010	​	30,181	​	(11%)
Zinc	​	​	​	​	​	​	​	​	​	​	​	​
Metal produced (000's lbs)	​	11,989	​	12,809	​	(6%)	​	38,612	​	38,032	​	2%
Metal sold (000's lbs)	​	12,259	​	13,411	​	(9%)	​	38,368	​	38,586	​	(1%)
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au Eq)^1^	​	942	​	906	​	4%	​	915	​	831	​	10%
All-in sustaining cash cost ($/oz Au Eq)^1^	​	1,987	​	1,638	​	21%	​	1,896	​	1,558	​	22%
​	​	​	​	​	​	​	​	​	​	​	​	​
Mine operating income	​	133.1	​	64.1	​	108%	​	318.5	​	164.3	​	94%
Operating income	​	154.6	​	50.8	​	204%	​	294.3	​	110.4	​	167%
Net income from continuing operations	​	128.2	​	37.4	​	243%	​	214.8	​	74.0	​	190%
Attributable net income from continuing operations	​	123.6	​	35.5	​	248%	​	201.7	​	69.8	​	189%
Attributable income from continuing operations per share - basic	​	0.40	​	0.11	​	264%	​	0.66	​	0.23	​	187%
Attributable net income	​	123.6	​	35.5	​	248%	​	219.4	​	117.4	​	87%
Attributable income per share - basic	​	0.40	​	0.16	​	150%	​	0.66	​	0.38	​	74%
Adjusted attributable net income^1^	​	51.0	​	32.7	​	56%	​	131.7	​	57.8	​	128%
Adjusted EBITDA^1^	​	130.8	​	96.6	​	35%	​	356.6	​	236.4	​	51%
Net cash provided by operating activities - continuing operations	​	111.3	​	67.3	​	65%	​	293.0	​	136.5	​	115%
Free cash flow from ongoing operations^1^	​	73.4	​	34.0	​	116%	​	197.5	​	51.5	​	283%
Capital Expenditures^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	31.2	​	33.7	​	(7%)	​	85.2	​	81.4	​	5%
Sustaining leases	​	6.5	​	2.9	​	124%	​	17.4	​	10.7	​	63%
Growth capital	​	17.4	​	8.3	​	110%	​	48.4	​	28.1	​	72%
As at	​	​	​	​	​	​	​	September 30, 2025	​	December 31, 2024	​	% Change
Cash and cash equivalents	​	​	​	​	​	​	​	438.3	​	231.3	​	89%
Total assets	​	​	​	​	​	​	​	2,240.9	​	2,115.5	​	6%
Debt	​	​	​	​	​	​	​	132.2	​	126.0	​	5%
Equity attributable to Fortuna shareholders	​	​	​	​	​	​	​	1,618.9	​	1,403.9	​	15%
^1^Refer to Non-IFRS financial measures
^2^Capital expenditures are presented on a cash basis
Figures may not add due to rounding
Discontinued operations have been removed where applicable

​ Fortuna | 7

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

​

FINANCIAL RESULTS FROM CONTINUING OPERATIONS

​

Sales

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	Nine months ended September 30,
​	​	2025		2024		% Change		2025	​	2024	​	% Change
Provisional sales	​	​	​	​	​	​	​	​	​	​	​	​
Lindero	​	86.4	​	66.3	​	30%	​	215.2	​	161.5	​	33%
Séguéla	​	134.3	​	84.3	​	59%	​	371.8	​	233.7	​	59%
Caylloma	​	30.1	​	31.1	​	(3%)	​	89.7	​	86.4	​	4%
Adjustments^1^	​	0.6	​	—	​	0%	​	0.1	​	0.4	​	(75%)
Total sales	​	251.4	​	181.7	​	38%	​	676.8	​	482.0	​	40%
^1^ Adjustments consist of mark to market, final price and assay adjustments
Based on provisional sales before final price adjustments. Net after payable metal deductions, treatment, and refining charges
Treatment charges are allocated to base metals at Caylloma
Discontinued operations have been removed

​

Third Quarter 2025 vs Third Quarter 2024

​

Consolidated sales from continuing operations for the three months ended September 30, 2025 were $251.4 million, a 38% increase from the $181.7 million reported in the same period in 2024. Sales by reportable segment for the three months ended September 30, 2025 were as follows:

●	Lindero recognized sales of $86.4 million from the sale of 25,290 ounces of gold, a 30% increase from the comparable period in 2024. Sales increased at Lindero as a result of higher realized metal prices of $3,476 per gold ounce compared to $2,503 in the previous period partially offset by lower sold ounces. See "Results of Operations – Lindero Mine, Argentina" for additional information.
●	Séguéla recognized sales of $134.3 million from the sale of 38,803 ounces of gold, an increase of 59% over the comparable period. Higher sales at Séguéla were the result of higher production from higher tonnes milled and grades as well as higher realized metal prices of $3,462 per gold ounce compared to $2,494 in the comparable period. See "Results of Operations – Séguéla Mine, Côte d’Ivoire" for additional information.
---	---
●	Caylloma recognized sales of $30.1 million compared to $31.1 million reported in the same period in 2024. Sales were aligned with the comparable period as higher realized silver prices offset lower metal production. Lower production was the result of lower grades mined in line with the mine plan. See "Results of Operations – Caylloma Mine, Peru" for additional information.
---	---

​

First Nine Months of 2025 vs First Nine Months of 2024

​

Consolidated sales from continuing operations for the nine months ended September 30, 2025 were $676.8 million, a 40% increase from the $482.0 million reported in the same period in 2024. Sales by reportable segment for the nine months ended September 30, 2025 were as follows:

●	Lindero recognized sales of $215.2 million from the sale of 67,433 ounces of gold compared to $161.5 million in the comparable period. The increase in sales was the result of higher realized metal prices. See "Results of Operations – Lindero Mine, Argentina" for additional information.
●	Séguéla recognized sales of $371.8 million from the sale of 115,386 ounces compared to $233.7 million in the comparable period. The increase in sales was driven by higher production from an increase in tonnes milled and higher realized metal prices. See "Results of Operations – Séguéla Mine, Côte d’Ivoire" for additional information.
---	---
●	Caylloma recognized sales of $89.7 million compared to $86.4 million in the same period in 2024 as higher realized silver prices offset lower metals production. Lower production was primarily the result of lower grades mined in line with the mine plan.
---	---

​ Fortuna | 8

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

​

Operating Income (Loss) and Adjusted EBITDA

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,									​	Nine months ended September 30,
​		2025			%^1^		2024			%^1^		2025			%^1^		2024			%^1^
Operating income (loss)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Lindero	​	​	101.9	​	118%	​	​	19.5	​	29%	​	​	148.4	​	69%	​	​	37.0	​	23%
Séguéla	​	​	58.4	​	43%	​	​	26.6	​	31%	​	​	164.9	​	44%	​	​	71.7	​	31%
Caylloma	​	​	10.4	​	34%	​	​	9.8	​	31%	​	​	29.6	​	33%	​	​	29.5	​	34%
Corporate	​	​	(16.1)	​	​	​	​	(5.1)	​	​	​	​	(48.6)	​	​	​	​	(27.8)	​	​
Total	​	​	154.6	​	62%	​	​	50.8	​	28%	​	​	294.3	​	43%	​	​	110.4	​	23%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted EBITDA^2^	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Lindero	​	​	51.5	​	60%	​	​	35.7	​	54%	​	​	117.5	​	55%	​	​	80.6	​	50%
Séguéla	​	​	104.3	​	78%	​	​	51.8	​	61%	​	​	245.5	​	66%	​	​	144.0	​	62%
Caylloma	​	​	17.2	​	56%	​	​	14.3	​	46%	​	​	43.5	​	48%	​	​	39.9	​	45%
Corporate	​	​	(42.2)	​	​	​	​	(5.2)	​	​	​	​	(49.9)	​	​	​	​	(28.1)	​	​
Total	​	​	130.8	​	52%	​	​	96.6	​	53%	​	​	356.6	​	53%	​	​	236.4	​	49%
^1^ As a Percentage of Sales
^2^ Refer to Non-IFRS Financial Measures
Figures may not add due to rounding	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Discontinued operations have been removed	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

​

Third Quarter 2025 vs Third Quarter 2024

​

Operating income for the three months ended September 30, 2025 was $154.6 million, an increase of $103.8 million over the same period in 2024 which was primarily due to:

●	Higher operating income at the Lindero Mine was primarily the result of the reversal of an impairment of $52.7 million related to mineral properties and a reversal of $16.7 million of previously recorded write-downs of low grade stockpiles. Higher sales were also a factor as described above.
●	Séguéla recognized operating income of $58.4 million in the third quarter compared to $26.6 million in the comparable period. The increase in operating income was a result of higher sales, which were partially offset by higher mining costs due to higher stripping in line with the mine plan, a 2% increase in government royalties which took effect on January 10, 2025 and an increase in depletion from higher ounces sold. Operating income for the third quarter of 2025 included $18.7 million in depletion related to the purchase price of Roxgold Inc. in 2021.
---	---
●	Operating income at the Caylloma Mine for the third quarter of 2025 was aligned with the  comparable period of 2024 as changes in sales and operating costs offset each other.
---	---

​

After adjusting for items that are not indicative of future operating earnings, adjusted EBITDA (refer to Non-IFRS Financial Measures) was $130.8 million for the three months ended September 30, 2025, an increase of $34.3 million over the same period in 2024. Higher adjusted EBITDA was primarily the result of higher sales.

​

The most comparable IFRS measure to the Non-IFRS measure adjusted EBITDA is net income. Net income for the three months ended September 30, 2025 was $128.2 million. Refer to the discussion above and to the section entitled “Non-IFRS Measures” for more detailed information.

​

First Nine Months of 2025 vs First Nine Months of 2024

Operating income for the nine months ended September 30, 2025 was $294.3 million, an increase of $183.9 million over the same period in 2024 which was primarily the result of:

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

Fortuna | 9

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

●	Séguéla recognized operating income of $164.9 million primarily driven by the same factors as above. Operating income for the first nine months of 2025 included $55.2 million in depletion related to the purchase price of Roxgold Inc. in 2021.
●	Operating income for the first nine months at Caylloma was aligned with the comparable period as higher sales were offset by higher costs.
---	---

​

After adjusting for items that are not indicative of future operating earnings, adjusted EBITDA (refer to Non-IFRS Financial Measures) was $356.6 million for the nine months ended September 30, 2025, an increase of $120.2 million over the same period in 2024. Higher adjusted EBITDA was primarily the result of higher sales.

​

The most comparable IFRS measure to the Non-IFRS measure adjusted EBITDA is net income. Net income for the nine months ended September 30, 2025 was $237.1 million. Refer to the discussion above and to the section entitled “Non-IFRS Measures” for more detailed information.

​

All-in Sustaining Cost (“AISC”)

​

Third Quarter 2025 vs Third Quarter 2024

Consolidated AISC per gold equivalent ounce (“GEO”) sold for the third quarter of 2025 was $1,987 compared to $1,638 per ounce for the comparable quarter. Contributing factors of a higher AISC for the period were:

●	A $120/oz increase from higher share-based compensation due to the impact of an increase of the share price on share units expected to settle in cash
●	A $83/oz increase from royalties as metal prices increased and the ad valorem royalty at Séguéla increased by 2% on January 10, 2025
---	---
●	A $22/oz increase from sustaining capital due to higher sustaining leases, partially offset by lower sustaining capital expenditures as the leach pad expansion at Lindero was under construction in the comparative period
---	---
●	The comparable period included a ($43)/oz benefit related to the gain on blue chip swaps in Argentina
---	---
●	The impact of high gold prices on the calculation of gold equivalent ounces
---	---

​

First Nine Months of 2025 vs First Nine Months of 2024

Consolidated AISC per GEO for the first nine months of 2025 was $1,896 compared to $1,558 for the comparable period. The increase in AISC was primarily driven by the following:

●	An $84/oz increase in cash costs primarily due to an increase in stripping ratios at Séguéla and a drop in grades mined at Caylloma increasing the cost per ounce produced
●	A $51/oz increase in sustaining capital and leases as stripping capital increased at Séguéla which was partially offset by the wind down of construction of the leach pad expansion project at Lindero
---	---
●	A $91/oz increase due to higher G&A primarily as a result of higher share-based compensation
---	---
●	A $76/oz increase from royalties as metal prices increased and the ad valorem royalty at Séguéla increased by 2% on January 10, 2025
---	---
●	A ($5)/oz benefit from the gains on blue chip swaps in Argentina compared to ($40)/oz in the comparable period
---	---
●	The impact of high gold prices on the calculation of gold equivalent ounces
---	---

Fortuna | 10

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(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)	​	2025		​	2024		​	% Change	​	2025		​	2024		​	% Change
Mine G&A	​	​	7.2	​	​	7.5	​	(4%)	​	​	22.0	​	​	20.7	​	6%
Corporate G&A	​	​	8.1	​	​	4.1	​	98%	​	​	25.1	​	​	19.8	​	27%
Share-based payments	​	​	10.8	​	​	2.0	​	440%	​	​	24.4	​	​	9.9	​	146%
Workers' participation	​	​	0.2	​	​	0.1	​	100%	​	​	0.3	​	​	0.2	​	50%
Total	​	​	26.3	​	​	13.7	​	92%	​	​	71.8	​	​	50.6	​	42%

​

G&A expenses for the three months ended September 30, 2025 increased 92% to $26.3 million compared to $13.7 million reported in the same period in 2024. The increase was primarily due to higher share-based compensation from an increase in the share price and the impact on the valuation of restricted share units expected to settle in cash. The increase in corporate G&A was also due to timing of expenses and the sale of the Yaramoko and San Jose mines, in Burkina Faso and Mexico respectively, reducing corporate recharges to site.

​

G&A expenses for the nine months ended September 30, 2025 increased 42% to $71.8 million compared to $50.6 million in the comparable period. The increase was primarily due to factors described above for the quarter.

​

Foreign Exchange

​

Foreign exchange loss for the three months ended September 30, 2025 was $7.4 million compared to a foreign exchange gain of $1.1 million reported in the same period in 2024. The foreign exchange loss was the result of a sharp decline in the value of the Argentine Peso and the impact on cash and VAT balances denominated in Argentine Pesos. During the year the Company initiated an investment strategy to hedge against the risk of devaluation of Argentine Peso denominated cash balances which resulted in the foreign exchange loss being mitigated through interest and investment gains.

​

Foreign exchange loss for the nine months ended September 30, 2025 was $4.9 million compared to $3.0 million in the comparable period. The loss was the result of the impact of the devaluation of the Argentine Peso described above which was partially offset by gains in West Africa due to the appreciation of the Euro relative to the US Dollar and the impact on the valuation of balances denominated in West African Francs.

​

Income Tax Expense

Income tax expense for the three months ended September 30, 2025 was $24.8 million compared to $10.5 million reported in the same period in 2024. The $14.3 million increase in income tax expense was due to higher net income before taxes as well as the accrual of $8.1 million in dividend withholding taxes for Côte d’Ivoire related to anticipated repatriations in 2026.

​

The effective tax rates (“ETR”) for the three months ended September 30, 2025 was 16% compared to 20% for the same period in 2024. The decrease in the ETR was the result of higher income before tax from the reversal of the impairment on mineral properties and previous writedowns of low grade stockpiles at Lindero which did not have a corresponding impact on deferred tax.

​

Income tax expense for the nine months ended September 30, 2025 was $73.9 million compared to $26.3 million in the comparable period. The increase was primarily the result of higher income before tax and the accrual of withholding taxes partially offset by a deferred tax recovery at Séguéla due to the impact of foreign exchange rates on tax assets denominated in West African Francs. The comparable period benefited from the recognition of a previously unrecognized deferred tax asset of $12.0 million.

​ Fortuna | 11

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

The ETR for the nine months ended September 30, 2025 was 26% compared to 26% in the comparative period primarily as a result of the reversal of impairments as described above being partially offset by the recognition of withholding tax at Séguéla in the year. The comparable period benefited from the recognition of a previously unrecognized deferred tax asset.

​

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

​

​

​

​

​

​

​

​

​

​

​ Fortuna | 12

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

RESULTS OF OPERATIONS

​

Lindero Mine, Argentina

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
​	****	​	2025		​	2024		​	2025		​	2024
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes placed on the leach pad	​	​	1,699,007	​	​	1,654,101	​	​	5,280,543	​	​	4,610,215
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	0.60	​	​	0.66	​	​	0.57	​	​	0.62
Production (oz)	​	​	24,417	​	​	24,345	​	​	68,287	​	​	70,481
Metal sold (oz)	​	​	25,290	​	​	26,655	​	​	67,433	​	​	69,886
Realized price ($/oz)	​	​	3,476	​	​	2,503	​	​	3,246	​	​	2,316
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au)^1^	​	​	1,117	​	​	1,042	​	​	1,136	​	​	1,047
All-in sustaining cash cost ($/oz Au)^1^	​	​	1,570	​	​	1,842	​	​	1,738	​	​	1,762
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's)^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	7,153	​	​	20,678	​	​	30,871	​	​	46,636
Sustaining leases	​	​	1,279	​	​	586	​	​	2,652	​	​	1,771
Growth capital	​	​	1,174	​	​	219	​	​	3,308	​	​	568
^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 2025, a total of 1,699,007 tonnes of ore were placed on the heap leach pad, with an average gold grade of 0.60 g/t, containing an estimated 32,775 ounces of gold. Ore mined was 1.50 million tonnes, with a stripping ratio of 1.9:1.

​

Lindero’s gold production for the quarter was 24,417 ounces, comprised of 23,001 ounces in doré bars, 1,325 ounces contained in rich fine carbon and 91 ounces contained in copper precipitate. Gold production remained comparable to the third quarter of 2024, as the slight increase in tonnes placed on the leach pad was offset by lower ore mined and lower gold grade in the third quarter of 2025.

​

The cash cost per ounce of gold for the quarter was $1,117 compared to $1,042 in the same period of 2024. The increase in cash costs was primarily driven by lower ounces sold.

​

AISC per gold ounce sold during Q3 2025 was $1,570 compared to $1,842 in Q3 2024. Lower AISC was primarily due to lower sustaining capital expenditures as the leach pad expansion was under construction in the comparable quarter. The comparable quarter also benefited from $3.2 million of investment gains from cross border Argentine Peso denominated bond trades compared to $nil in the current quarter.

​ Fortuna | 13

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

On September 27, 2025, the primary crusher experienced an unplanned, immediate shutdown. The cause was determined to be a mechanical failure involving high amperage and overheating of the pitman shaft, specifically traced to the premature wear of the primary wear parts: the bushings and bearings.

​

Replacement wear parts have been successfully sourced. Management’s current assessment indicates that the early failure of the bushings and bearings was likely caused by a misalignment of structural components. This issue is being fully addressed and corrected prior to the reassembly and commissioning of the crusher. The primary crusher is anticipated to be operational by the second half of November 2025.

​

Despite this unexpected downtime, Management does not anticipate an impact to the annual production guidance for the Lindero Mine. Immediate mitigating measures have been implemented to maintain throughput, including bypassing the primary crusher entirely with the deployment of a portable jaw crusher, and direct Run-of-Mine ore screening.

​ Fortuna | 14

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

Séguéla Mine, Côte d’Ivoire

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
​	****	​	2025		​	2024		​	2025		​	2024
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	435,770	​	​	418,390	​	​	1,308,958	​	​	1,131,684
Average tonnes crushed per day	​	​	4,737	​	​	4,548	​	​	4,777	​	​	4,115
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	3.01	​	​	2.69	​	​	2.92	​	​	2.94
Recovery (%)	​	​	91	​	​	92	​	​	92	​	​	93
Production (oz)	​	​	38,799	​	​	34,998	​	​	115,485	​	​	102,537
Metal sold (oz)	​	​	38,803	​	​	33,816	​	​	115,386	​	​	101,369
Realized price ($/oz)	​	​	3,462	​	​	2,494	​	​	3,222	​	​	2,305
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au)^1^	​	​	688	​	​	655	​	​	669	​	​	559
All-in sustaining cash cost ($/oz Au)^1^	​	​	1,738	​	​	1,176	​	​	1,554	​	​	1,073
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's)^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	21,355	​	​	6,209	​	​	48,033	​	​	21,100
Sustaining leases	​	​	4,270	​	​	2,332	​	​	12,393	​	​	7,034
Growth capital	​	​	7,893	​	​	4,797	​	​	22,638	​	​	14,437
^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 2025, mine production totaled 272,396 tonnes of ore, averaging 3.66 g/t Au, and containing an estimated 32,074 ounces of gold from the Antenna, Ancien, and Koula pits. The lower ore tonnes mined compared to milled tonnes are in line with the mine plan and strategy to reduce surface stockpiles. A total of 4,433,994 tonnes of waste was moved during the period, resulting in a strip ratio of 16.3:1.

​

In the third quarter of 2025, Séguéla processed 435,770 tonnes of ore, producing 38,799 ounces of gold, at an average head grade of 3.01 g/t Au, an 11% and a 12% increase, respectively, compared to the third quarter of 2024. Higher gold production was the result of higher tonnes processed and higher grades.

​

Cash cost per gold ounce sold was $688 for the third quarter of 2025 compared to $655 for the third quarter of 2024. Cash costs were aligned as higher ounces sold offset an increase in mining costs from higher stripping requirements in line with the mine plan.

​

All-in sustaining cash cost per gold ounce sold was $1,738 for the third quarter of 2025 compared to $1,176 in the same period of the previous year. The increase for the quarter was primarily the result of higher sustaining capital from capitalized stripping and higher royalties due to higher gold prices and a 2% increase in the royalty rate effective January 10, 2025. Fortuna | 15

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

Caylloma Mine, Peru

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
​	****	​	2025		​	2024		​	2025		​	2024
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	140,523	​	​	138,030	​	​	415,653	​	​	411,669
Average tonnes milled per day	​	​	1,561	​	​	1,551	​	​	1,557	​	​	1,548
​	​	​	​	​	​	​	​	​	​	​	​	​
Silver	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	63	​	​	82	​	​	65	​	​	84
Recovery (%)	​	​	82	​	​	84	​	​	83	​	​	83
Production (oz)	​	​	233,612	​	​	305,446	​	​	717,226	​	​	927,304
Metal sold (oz)	​	​	238,527	​	​	338,768	​	​	736,240	​	​	931,820
Realized price ($/oz)	​	​	39.33	​	​	29.24	​	​	34.89	​	​	26.98
​	​	​	​	​	​	​	​	​	​	​	​	​
Lead	​	​	​	​	​	​	​	​	​	​	​	​
Grade (%)	​	​	3.01	​	​	3.62	​	​	3.15	​	​	3.64
Recovery (%)	​	​	91	​	​	91	​	​	91	​	​	91
Production (000's lbs)	​	​	8,492	​	​	9,998	​	​	26,253	​	​	30,053
Metal sold (000's lbs)	​	​	8,628	​	​	10,934	​	​	27,010	​	​	30,181
Realized price ($/lb)	​	​	0.89	​	​	0.93	​	​	0.89	​	​	0.95
​	​	​	​	​	​	​	​	​	​	​	​	​
Zinc	​	​	​	​	​	​	​	​	​	​	​	​
Grade (%)	​	​	4.27	​	​	4.64	​	​	4.63	​	​	4.63
Recovery (%)	​	​	91	​	​	91	​	​	91	​	​	90
Production (000's lbs)	​	​	11,989	​	​	12,809	​	​	38,612	​	​	38,032
Metal sold (000's lbs)	​	​	12,259	​	​	13,411	​	​	38,368	​	​	38,586
Realized price ($/lb)	​	​	1.28	​	​	1.26	​	​	1.26	​	​	1.22
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Ag Eq)^1,2^	​	​	17.92	​	​	14.88	​	​	15.19	​	​	13.45
All-in sustaining cash cost ($/oz Ag Eq)^1,2^	​	​	25.17	​	​	22.69	​	​	21.76	​	​	19.90
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's)^3^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	2,659	​	​	6,826	​	​	6,261	​	​	13,688
Sustaining leases	​	​	945	​	​	(9)	​	​	2,317	​	​	1,871
Growth capital	​	​	702	​	​	–	​	​	1,256	​	​	-
^1^ Cash cost silver equivalent and All-in sustaining cash cost silver equivalent are calculated using realized metal prices for each period respectively
^2^ Cash cost silver equivalent, and All-in sustaining cash cost silver equivalent are Non-IFRS Financial Measures, refer to Non-IFRS Financial Measures
^3^ Capital expenditures are presented on a cash basis

​

Quarterly Operating and Financial Highlights

​

In the third quarter of 2025, the Caylloma Mine produced 233,612 ounces of silver at an average head grade of 63 g/t, a 24% decrease when compared to the same period in 2024.

​

Lead and zinc production for the quarter was 8.5 million pounds and 12.0 million pounds, respectively. Head grades averaged 3.01% Pb and 4.27% Zn, a 17% and 8% decrease, respectively, when compared to the same quarter in 2024. Production was lower due to lower head grades and was in line with the mine plan.

​ Fortuna | 16

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

The cash cost per silver equivalent ounce sold in the third quarter of 2025 was $17.92 compared to $14.88 in the same period in 2024. The higher cost per ounce for the quarter was primarily the result of lower silver production and the impact of higher realized silver prices on the calculation of silver equivalent ounce sold.

​

The all-in sustaining cash cost per ounce of payable silver equivalent in the third quarter of 2025 increased 11% to $25.17 compared to $22.69 for the same period in 2024. The increase for the quarter was the result of higher cash costs per ounce and lower silver equivalent ounces due to higher silver prices. Fortuna | 17

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

QUARTERLY INFORMATION

​

The following table provides information for the last eight fiscal quarters up to September 30, 2025:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		Q3 2025		Q2 2025		Q1 2025		Q4 2024		Q3 2024		Q2 2024		Q1 2024		Q4 2023
Sales	​	251.4	​	230.4	​	195.0	​	195.2	​	181.7	​	156.3	​	144.0	​	175.3
Mine operating income	​	133.1	​	105.0	​	80.3	​	69.0	​	64.1	​	52.6	​	47.6	​	52.5
Operating income	​	154.6	​	83.7	​	55.9	​	45.7	​	50.8	​	30.8	​	28.9	​	31.0
Net income	​	128.2	​	44.1	​	64.8	​	15.1	​	54.4	​	43.3	​	29.1	​	23.9
Attributable net income	​	123.6	​	37.3	​	58.5	​	11.3	​	50.5	​	40.6	​	26.3	​	21.5
Attributable net income from continuing operations	​	123.6	​	42.6	​	35.4	​	14.7	​	35.5	​	21.3	​	13.0	​	21.4
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Attributable earnings per share from continuing operations - basic	​	0.40	​	0.14	​	0.11	​	0.05	​	0.11	​	0.07	​	0.04	​	0.07
Attributable earnings per share from continuing operations - diluted	​	0.38	​	0.14	​	0.11	​	0.05	​	0.11	​	0.07	​	0.04	​	0.07
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total assets	​	2,240.9	​	2,138.3	​	2,210.3	​	2,115.5	​	2,083.6	​	2,024.8	​	1,947.4	​	1,967.9
Debt	​	132.2	​	130.0	​	128.0	​	126.0	​	124.1	​	167.2	​	167.6	​	206.8

​

Figures may not add due to rounding

Amounts have been restated to reflect the impact of discontinued operations

​

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

​

Significant events that have impacted continuing operations from previous quarters include:

●	An impairment reversal of $52.7 million on mineral properties and the reversal of a previously recorded write-down of low grade stockpiles of $16.7 million at Lindero in Q3 2025
●	The recognition of $17.5 million in withholding taxes in Q2 2025 related to the timing of local Board approvals for the repatriation of cash balances in Côte d’Ivoire
---	---
●	The recognition of a deferred tax recovery of $12.0 million to offset the deferred tax liability from the issuance of the 2024 Notes in Q2 2024
---	---
●	A number of one-time items in Q4 2023 including a write-down of long-term stockpiles of $5.4 million, a write-down of materials inventory of $2.5 million and a $5.0 million foreign exchange loss at Lindero from a rapid devaluation of the Argentine Peso
---	---

​

EXPLORATION AND EVALUATION

​

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

​

​

​

​ Fortuna | 18

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

​

​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,			​	Nine months ended September 30,
Exploration by region	****	2025	****	2024	****	2025	****	2024
Mine site	​	7.4	​	5.9	​	20.9	​	15.5
Argentina	​	0.2	​	0.2	​	0.3	​	0.6
Cote d’Ivoire	​	-	​	0.2	​	1.6	​	0.2
Senegal	​	0.1	​	-	​	0.7	​	-
Diamba Sud	​	3.2	​	0.9	​	9.4	​	8.4
Mexico	​	0.5	​	1.0	​	1.5	​	1.7
Total exploration	​	11.4	​	8.2	​	34.4	​	26.4
Sustaining	​	0.5	​	1.2	​	0.9	​	7.6
Growth	​	10.9	​	7.1	​	33.5	​	18.8
Figures may not add due to rounding
Accrual basis	​	​	​	​	​	​	​	​
Discontinued operations removed
​	​	​	​	​	​	​	​	​

Mine site exploration for the three months ended September 30, 2025 continued to focus on expansion of the mineral resource at the Sunbird and Kingfisher deposits at Séguéla with 2,278 meters of reverse circulation (“RC”) drilling and 11,240 meters of diamond drilling completed.  Drilling also commenced at Caylloma with 1,188 meters completed during the quarter, while logging and assaying of the previous quarters drilling was completed at Arizaro in Argentina.

​

Greenfields exploration activities were conducted across Côte d’Ivoire, Senegal, and Mexico.  An infill campaign of soil sampling was completed at the Guiglo Project in south west Côte d’Ivoire , and auger and 1,432 of scout RC drilling continued at Tongon North in Côte d’Ivoire. In Senegal, work focused on continued exploration and resource expansion drilling at the Diamba Sud gold project with 3,212 meters of RC and 8,963 meters of diamond drilling completed, and auger drilling for target delineation on the adjacent Bondala permit continued.

​

​

LIQUIDITY A****ND CAPITAL RESOURCES

​

Cash and Cash Equivalents

​

The Company had cash and cash equivalents of $438.3 million at September 30, 2025 compared to $231.3 million at the end of 2024. The increase in cash and cash equivalents was the result of higher metal prices driving higher free cash flow from operations and gross proceeds of $83.8 million from the sale of the San Jose and Yaramoko mines. Significant cash flow movements for continuing operations for the quarter are described below.

​

Continuing Operations

​

Operating Activities

Cash flow generated from operating activities from continuing operations for the quarter ended September 30, 2025 increased to $111.3 million compared to $67.3 million in the third quarter of 2024. The increase in operating cash flow was a result of higher metal prices driving higher sales and the timing of payments and other working capital movements. Taxes paid increased as Séguéla made one installment payment in Q3 2025 based on taxes accrued for 2024 as well as the payment of $13.6 million of withholding taxes related to the repatriation of funds from Argentina and Côte d’Ivoire.

​

Investing Activities

For the three and nine months ended September 30, 2025, the Company invested $48.5 million in capital expenditures on a cash basis as outlined in the table below.

​

​

​ Fortuna | 19

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,			​	Nine months ended September 30,
Capital investments	****	2025	****	2024	****	2025	****	2024
Lindero	​	8.3	​	20.9	​	34.2	​	46.6
Séguéla	​	28.7	​	11.0	​	68.6	​	35.5
Caylloma	​	3.4	​	6.8	​	7.5	​	13.7
Mine site capital	​	40.4	​	38.7	​	110.3	​	95.9
Projects and other	​	7.6	​	2.3	​	21.1	​	11.4
Greenfields	​	0.5	​	1.2	​	2.3	​	2.2
Total capital	​	48.5	​	42.2	​	133.7	​	109.5
Sustaining	​	31.2	​	33.7	​	85.2	​	81.4
Growth	​	17.4	​	8.3	​	48.4	​	28.1
Figures may not add due to rounding
Accrual basis	​	​	​	​	​	​	​	​
Discontinued operations removed
​	​	​	​	​	​	​	​	​

Capital expenditures primarily consisted of stripping at both Lindero and Séguéla, movement of a government communications antennae at Séguéla and exploration and study activities at Diamba Sud gold project.

​

Sale of Yaramoko VAT

As part of the consideration received by the Company in connection with the sale of its Burkina Faso entities to Soleil Resources International Ltd. (“Soleil”) which completed on May 12, 2025, the Company received non-cash consideration in the form of a right to receive to receive up to $53.6 million of value-added tax receivables that were outstanding on the closing of the sale.  During the third quarter, the Company and Soleil renegotiated the Company's right to receive these value-added tax receivables. The Company has agreed to receive $15.0 million from Soleil in consideration for the relinquishment of this right. An aggregate of $5.0 million was paid within the quarter, $6.0 million was paid subsequent to September 30, 2025, and $4.0 million remains outstanding.

​

Financing Activities

During Q3 2025, the Company spent $6.6 million in right of use payments and paid dividends of $12.9 million to the Government of Côte d’Ivoire, in relation to its non-controlling interest in the Séguéla Mine.

​

Capital Resources

​

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

​

As at November 5, 2025, the Credit Facility remains undrawn.

​

​	​	​	​	​	​	​	​	​	​
​		September 30, 2025		​	December 31, 2024		​	Change
Cash and cash equivalents and short-term investments	​	​	438.3	​	​	231.3	​	​	207.0
Credit facility	​	​	150.0	​	​	150.0	​	​	-
Total liquidity available	​	​	588.3	​	​	381.3	​	​	207.0
Amount drawn on credit facility^1^	​	​	-	​	​	-	​	​	-
Net liquidity position	​	​	588.3	​	​	381.3	​	​	207.0
^1^Excluding letters of credit	​	​	​	​	​	​	​	​	​

Figures may not add due to rounding

​ Fortuna | 20

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

Capital Controls in Argentina

​

In April of 2025 the Government of Argentina ended a series of capital controls that had limited the ability of companies to purchase US Dollars and repatriate funds out of the country. During the third quarter, the Company took advantage of the easing of capital controls and a favourable spread on exchange rates to repatriate $62.0 million (net of withholding tax). The Company will continue to repatriate cash when conditions are favourable to manage cash balances in Argentina.

​

Contractual Obligations

​

The expected maturity of our commitments and contractual obligations as at September 30, 2025 are outlined below:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Expected payments due by year as at September 30, 2025
​	​	​	Less than	​	​	​	​	​	​	​	​	After	​	​	​
​	​	​	1 year	​	​	1 - 3 years	​	​	4 - 5 years	​	​	5 years	​	​	Total
Trade and other payables	​	​	115.4	​	​	-	​	​	-	​	​	-	​	​	115.4
Debt	​	​	-	​	​	-	​	​	172.5	​	​	-	​	​	172.5
Closure and reclamation provisions	​	​	1.2	​	​	3.8	​	​	28.6	​	​	20.3	​	​	53.9
Income taxes payable	​	​	58.3	​	​	-	​	​	-	​	​	-	​	​	58.3
Lease obligations	​	​	28.1	​	​	46.4	​	​	11.4	​	​	14.5	​	​	100.4
Other liabilities	​	​	-	​	​	6.2	​	​	-	​	​	-	​	​	6.2
Total	​	​	203.0	​	​	56.4	​	​	212.5	​	​	34.8	​	​	506.7
Figures may not add due to rounding	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

​

Off-Balance Sheet Arrangements

​

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

​

FINANCIAL INSTRUMENTS

​

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

​

Provisionally priced trade receivables of $10.6 million and share units payable of $27.8 million are the Company’s Level 2 fair value assets and liabilities. The Company has no Level 3 fair value assets.

​

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

​

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

​

​

​ Fortuna | 21

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

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

​

The Company has 306,959,986 common shares outstanding as at November 5, 2025. In addition, there were 1,966,507 outstanding equity-settled share-based performance share units.

​

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

​

On June 10, 2024, the Company issued an aggregate principal amount of $172.5 million of unsecured convertible senior notes (the “2024 Notes”). Subject to earlier redemption or purchase, holders may convert their 2024 Notes at any time until the close of business on the business day immediately preceding June 30, 2029. Upon conversion, holders of the 2024 Notes will receive common shares in the capital of the Company based on an initial conversion rate, subject to adjustment, of 151.7220 common shares per $1,000 principal amount of 2024 Notes. Assuming an initial conversion rate of 151.7220 common shares per $1,000 principal amount of 2024 Notes, a maximum of 26,172,045 common shares are issuable upon conversion of the 2024 Notes as at November 5, 2025.

​

Normal Course Issuer Bid

​

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

​

The Company did not repurchase any common shares of the Company under its NCIB during Q3 2025.

​

​

RELATED PARTY TRANSACTIONS ****

​

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

​

(a)   Key Management Personnel

​

During the three and nine months ended September 30, 2025 and 2024, the Company was charged for consulting services by Mario Szotlender, a director of the Company.

On March 28, 2025, the Company reached an agreement to sell its 100% interest in Compania Minera Cuzcatlan S.A de C.V. to JRC Ingenieria y Construccion S.A.C. (”JRC”).  The transaction subsequently closed on April 11, 2025. Luis D. Ganoza, the Company’s Chief Financial Officer, is an independent, non-shareholding director of JRC and disclosed this relationship to the Fortuna board of directors.

Other than transactions in the normal course of business and those noted above with the Board of Directors and key management personnel, the Company had no transactions between related parties during the three and nine months ended September 30, 2025 and 2024.

​

​

​

​

​

​

​

​ Fortuna | 22

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(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 Financial Statements, including but not limited to: all-in costs; cash cost per ounce of gold; all-in sustaining costs; all-in sustaining cash cost per ounce of gold sold; all-in sustaining costs per ounce of gold equivalent sold; all in cash cost per ounce of gold sold; cash cost per payable ounce of silver equivalent; all-in sustaining cash cost per payable ounce of silver equivalent sold; sustaining capital; growth capital; all-in cash cost per payable ounce of silver equivalent sold; free cash flow and free cash flow from ongoing operations; adjusted net income; adjusted attributable net income; adjusted EBITDA; EBITDA margin; net debt and working capital.

​

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

●	The calculation of All-in Sustaining Costs was adjusted in Q4 2024 to include blue-chip swaps in Argentina. Please refer to pages 28 and 29 of the Company’s management’s discussion and analysis for the year ended December 31, 2024 for details of the change.
●	The calculations of Adjusted Net Income and Adjusted Attributable Net Income were revised in Q1 2025 to no longer remove the income statement impact of right of use amortization and accretion and add back the right of use payments from the cash flow statement. Management elected to make this change to simplify the reconciliation from net income to adjusted net income to improve transparency and because the net impact was immaterial.
---	---
●	Where applicable the impact of discontinued operations has been removed from the comparable figures. The method of calculation has not been changed except as described above.
---	---

​

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

​

Non-IFRS Financial Measure or Ratio	Definition	Most Directly Comparable IFRS Measure	Why we use this measure and why it is useful to investors
Silver Equivalent Ounces Sold	Silver equivalent ounces are calculated by converting other metal production to its silver equivalent using relative metal/silver metal prices at realized prices and adding the converted metal production expressed in silver ounces to the ounces of silver production.	Silver Ounces Sold	Management believes this provides a consistent way to measure costs and performance.
Gold Equivalent Ounces Sold	Gold equivalent ounces are calculated by converting other metal production to its gold equivalent using relative metal/gold metal prices at realized prices and adding the converted metal production expressed in gold ounces to the ounces of gold production.	Gold Ounces Sold		​

Fortuna | 23

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

Non-IFRS Financial Measure or Ratio	Definition	Most Directly Comparable IFRS Measure	Why we use this measure and why it is useful to investors
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, gains from blue-chip swaps and brownfield exploration expenditures are added to the cash cost. AISC is estimated at realized metal prices.	​		​
AISC per Ounce Sold	This ratio is calculated by dividing AISC by gold or silver equivalent ounces sold in the period.	​	​
All-In Costs	All-In Costs is calculated consistently with AISC but is inclusive of non-sustaining capital.	​	​
Sustaining Capital	Sustaining capital represents the necessary capital investments to maintain current operations at their existing including such as capitalized stripping and underground development.	Additions to Property Plant and Equipment	Management believes that sustaining and growth capital provide useful information to investors regarding the Company’s investment activities to both maintain the existing operations and invest in the future growth of the Company.
Growth Capital	Growth capital represents the capital investments necessary to expand current operations, develop new projects and build significant infrastructure.			​	​
Free Cash Flow From Ongoing Operations	Free cash flow from ongoing operations is defined as net cash provided by operating activities, less sustaining capital expenditures and current income tax expense and adding back income taxes paid, changes in long-term receivable sustaining capital expenditures, one time transaction costs, payments of lease liabilities and other non-recurring items.	Net Cash Provided by Operating Activities	This non-IFRS measure is used by the Company and investors to measure the cash flow available from its operations to fund the Company’s growth through investments and capital expenditures.	Fortuna	24

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

Non-IFRS Financial Measure or Ratio		Definition	Most Directly Comparable IFRS Measure	Why we use this measure and why it is useful to investors
Free Cash Flow	Free cash flow is defined as net cash provided by operating activities less sustaining and growth capital expenditures and payment of lease obligations.		Net Cash Provided by Operating Activities	This non-IFRS measure is used by the Company to measure cash flow available after funding growth and sustaining capital and lease obligations to fund corporate activities without reliance on additional borrowings.
Adjusted Net Income and Adjusted Attributable Net Income<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, gains and losses and other one-time costs related to acquisitions, impairment charges (reversals), and certain non-recurring items. Although some of the items are recurring, such as; loss on disposal of assets and non-hedge derivative gains and losses, the Company believes that they are not reflective of the underlying operating performance of its current business and are not necessarily indicative of future operating results.	Net Income	Management believes that in addition to conventional measures prepared in accordance with IFRS, the Company and certain investors and analysts use this information and information obtained from conventional IFRS measures to evaluate the Company’s performance.
Adjusted EBITDA		Adjusted EBITDA is a non-IFRS measure which is calculated as net income before interest, taxes, depreciation, and amortization, adjusted to exclude specific items that are significant, but not reflective of the Company's underlying operations, gains and losses and other one-time costs related to acquisitions, impairment charges (reversals), unrealized gains (losses) on derivatives and certain non-recurring items, included in “Other expenses” on the Consolidated Income Statement. Other companies may calculate Adjusted EBITDA differently.	Net Income	Management believes that adjusted EBITDA provides valuable information as an indicator of the Company’s ability to generate operating cash flow to fund working capital needs, service debt obligations and fund capital expenditures. Adjusted EBITDA is also a common metric that provides additional information used by investors and analysts for valuation purposes based on an observed or inferred relationship between adjusted EBITDA and market value.
EBITDA Margin		This ratio is calculated by dividing Adjusted EBITDA by Sales	​	​
Working Capital		Working capital is a non-IFRS measure which is calculated by subtracting current liabilities from current assets.	Current Assets, Current Liabilities	Management believes that working capital is a useful indicator of the liquidity of the Company.
Net Debt		Net debt is a Non-IFRS measure which is calculated by adding together current and long term debt and then subtracting cash and cash equivalents.	Current Debt, Long Term Debt, Cash and Cash Equivalents	Management believes that net debt is a useful indicator of the liquidity of the Company.

​ Fortuna | 25

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(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 2025 Financial Statements for the three and nine months ended September 30, 2025 and 2024:

​

​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Q3 2025	Lindero	****	Séguéla	****	Caylloma	****	GEO Cash Costs
Cost of sales	28,366	​	70,549	​	19,317	​	118,234
Depletion, depreciation, and amortization	(15,594)	​	(31,716)	​	(5,199)	​	(52,509)
Royalties and taxes	(83)	​	(12,154)	​	(287)	​	(12,524)
By-product credits	(1,264)	​	-	​	-	​	(1,264)
Other	16,675	​	-	​	(668)	​	16,007
Treatment and refining charges	-	​	-	​	416	​	416
Cash cost applicable per gold equivalent ounce sold	28,100	​	26,679	​	13,579	​	68,358
Ounces of gold equivalent sold	25,157	​	38,803	​	8,601	​	72,561
Cash cost per ounce of gold equivalent sold (/oz)	1,117	​	688	​	1,579	​	942
Gold equivalent was calculated using the realized prices for gold of 3,467/oz Au, 39.4/oz Ag, 1,962/t Pb and 2,815/t Zn for Q3 2025
Figures may not add due to rounding
​	​	​	​	​	​	​	​

All values are in US Dollars.

​

​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Q3 2024	Lindero	****	Séguéla	****	Caylloma	****	GEO Cash Costs
Cost of sales	42,350	​	55,466	​	19,820	​	117,636
Depletion, depreciation, and amortization	(13,639)	​	(27,165)	​	(4,465)	​	(45,269)
Royalties and taxes	(89)	​	(6,143)	​	(366)	​	(6,598)
By-product credits	(1,132)	​	-	​	-	​	(1,132)
Other	3	​	-	​	(279)	​	(276)
Treatment and refining charges	-	​	-	​	2,249	​	2,249
Cash cost applicable per gold equivalent ounce sold	27,493	​	22,158	​	16,959	​	66,610
Ounces of gold equivalent sold	26,393	​	33,816	​	13,343	​	73,553
Cash cost per ounce of gold equivalent sold (/oz)	1,042	​	655	​	1,271	​	906
Gold equivalent was calculated using the realized prices for gold of 2,498/oz Au, 29.2/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 - Year to Date 2025	Lindero	****	Séguéla	****	Caylloma	****	GEO Cash Costs
Cost of sales	101,110	​	202,634	​	54,573	​	358,319
Depletion, depreciation, and amortization	(38,724)	​	(91,961)	​	(13,836)	​	(144,521)
Royalties and taxes	(270)	​	(33,439)	​	(822)	​	(34,531)
By-product credits	(2,757)	​	-	​	-	​	(2,757)
Other	16,857	​	-	​	(1,991)	​	14,866
Treatment and refining charges	-	​	-	​	494	​	494
Cash cost applicable per gold equivalent ounce sold	76,216	​	77,234	​	38,418	​	191,868
Ounces of gold equivalent sold	67,087	​	115,386	​	27,315	​	209,788
Cash cost per ounce of gold equivalent sold (/oz)	1,136	​	669	​	1,406	​	915
Gold equivalent was calculated using the realized prices for gold of 3,231/oz Au, 34.9/oz Ag, 1,960/t Pb and 2,768/t Zn for Year to Date 2025
Figures may not add due to rounding
​

All values are in US Dollars.

​

​

​

​

​

​

​ Fortuna | 26

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Year to Date 2024	Lindero	****	Séguéla	​	Caylloma	****	GEO Cash Costs
Cost of sales	112,407	​	152,106	​	53,164	​	317,677
Depletion, depreciation, and amortization	(36,800)	​	(78,211)	​	(11,647)	​	(126,658)
Royalties and taxes	(458)	​	(17,244)	​	(949)	​	(18,651)
By-product credits	(2,259)	​	-	​	-	​	(2,259)
Other	(226)	​	-	​	(960)	​	(1,186)
Treatment and refining charges	-	​	-	​	5,766	​	5,766
Cash cost applicable per gold equivalent ounce sold	72,664	​	56,651	​	45,374	​	174,689
Ounces of gold equivalent sold	69,430	​	101,369	​	39,399	​	210,198
Cash cost per ounce of gold equivalent sold (/oz)	1,047	​	559	​	1,152	​	831
Gold equivalent was calculated using the realized prices for gold of 2,310/oz Au, 27.0/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.

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, 2025 and 2024:

​

​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Q3 2025	Lindero	****	Séguéla	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	28,100	​	26,679	​	13,579	​	-	​	68,358
Royalties and taxes	83	​	12,154	​	287	​	-	​	12,524
Worker's participation	-	​	-	​	777	​	-	​	777
General and administration	2,880	​	2,993	​	830	​	18,163	​	24,866
Total cash costs	31,063	​	41,826	​	15,473	​	18,163	​	106,525
Sustaining capital1	8,432	​	25,625	​	3,604	​	-	​	37,661
Blue chips gains (investing activities)1	-	​	-	​	-	​	-	​	-
All-in sustaining costs	39,495	​	67,451	​	19,077	​	18,163	​	144,186
Gold equivalent ounces sold	25,157	​	38,803	​	8,601	​	-	​	72,561
All-in sustaining costs per ounce	1,570	​	1,738	​	2,218	​	-	​	1,987
Gold equivalent was calculated using the realized prices for gold of 3,467/oz Au, 39.4/oz Ag, 1,962/t Pb and 2,815/t Zn for Q3 2025
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 2024	Lindero	****	Séguéla	​	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	27,492	​	22,158	​	16,959	​	-	​	66,609
Royalties and taxes	89	​	6,143	​	366	​	-	​	6,598
Worker's participation	-	​	-	​	472	​	-	​	472
General and administration	2,935	​	2,945	​	1,246	​	6,275	​	13,401
Total cash costs	30,516	​	31,246	​	19,043	​	6,275	​	87,080
Sustaining capital1	21,264	​	8,511	​	6,817	​	-	​	36,592
Blue chips gains (investing activities)1	(3,162)	​	-	​	-	​	-	​	(3,162)
All-in sustaining costs	48,618	​	39,757	​	25,860	​	6,275	​	120,510
Gold equivalent ounces sold	26,393	​	33,816	​	13,343	​	-	​	73,553
All-in sustaining costs per ounce	1,842	​	1,176	​	1,938	​	-	​	1,638
Gold equivalent was calculated using the realized prices for gold of 2,498/oz Au, 29.2/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.

​

​

​

​ Fortuna | 27

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Year to Date 2025	Lindero	****	Séguéla	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	76,216	​	77,234	​	38,418	​	-	​	191,868
Royalties and taxes	270	​	33,439	​	822	​	-	​	34,531
Worker's participation	-	​	-	​	2,276	​	-	​	2,276
General and administration	7,937	​	8,255	​	4,957	​	46,712	​	67,861
Total cash costs	84,423	​	118,928	​	46,473	​	46,712	​	296,536
Sustaining capital1	33,523	​	60,426	​	8,578	​	-	​	102,527
Blue chips gains (investing activities)1	(1,319)	​	-	​	-	​	-	​	(1,319)
All-in sustaining costs	116,627	​	179,354	​	55,051	​	46,712	​	397,744
Gold equivalent ounces sold	67,087	​	115,386	​	27,315	​	-	​	209,788
All-in sustaining costs per ounce	1,738	​	1,554	​	2,015	​	-	​	1,896
Gold equivalent was calculated using the realized prices for gold of 3,231/oz Au, 34.9/oz Ag, 1,960/t Pb and 2,768/t Zn for Year to Date 2025
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 2024	Lindero	****	Séguéla	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	72,664	​	56,651	​	45,374	​	-	​	174,689
Royalties and taxes	458	​	17,244	​	949	​	-	​	18,651
Worker's participation	-	​	-	​	1,361	​	-	​	1,361
General and administration	9,095	​	6,716	​	3,871	​	29,262	​	48,944
Total cash costs	82,217	​	80,611	​	51,555	​	29,262	​	243,645
Sustaining capital1	48,407	​	28,134	​	15,559	​	-	​	92,100
Blue chips gains (investing activities)1	(8,311)	​	-	​	-	​	-	​	(8,311)
All-in sustaining costs	122,313	​	108,745	​	67,114	​	29,262	​	327,434
Gold equivalent ounces sold	69,430	​	101,369	​	39,399	​	-	​	210,198
All-in sustaining costs per ounce	1,762	​	1,073	​	1,703	​	-	​	1,558
Gold equivalent was calculated using the realized prices for gold of 2,310/oz Au, 27.0/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.

Production Cash Cost per Payable Ounce of Silver Equivalent Sold

​

The following tables present a reconciliation of cash cost per ounce of silver equivalent sold to the cost of sales in the Q3 2025 Financial Statements for the three and nine months ended September 30, 2025 and 2024:

​

​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Q3 2025	****	Caylloma
Cost of sales	​	19,317
Depletion, depreciation, and amortization	​	(5,199)
Royalties and taxes	​	(287)
Other	​	(668)
Treatment and refining charges	​	416
Cash cost applicable per silver equivalent sold	​	13,579
Ounces of silver equivalent sold^1^,2	​	757,797
Cash cost per ounce of silver equivalent sold ($/oz)	​	17.92
^1^ Silver equivalent sold is calculated using a silver to gold ratio of 85.1:1, silver to lead ratio of 1:44.2 pounds, and silver to zinc ratio of 1:30.8 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 | 28

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Q3 2024	****	Caylloma
Cost of sales	​	19,820
Depletion, depreciation, and amortization	​	(4,465)
Royalties and taxes	​	(366)
Other	​	(279)
Treatment and refining charges	​	2,249
Cash cost applicable per silver equivalent sold	​	16,959
Ounces of silver equivalent sold^1^,2	​	1,139,823
Cash cost per ounce of silver equivalent sold ($/oz)	​	14.88
^1^ Silver equivalent sold 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 have been restated to remove Right of Use
Figures may not add due to rounding
​	​	​

​

​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Year to Date 2025	****	Caylloma
Cost of sales	​	54,573
Depletion, depreciation, and amortization	​	(13,836)
Royalties and taxes	​	(822)
Other	​	(1,991)
Treatment and refining charges	​	494
Cash cost applicable per silver equivalent sold	​	38,418
Ounces of silver equivalent sold^1,2^	​	2,529,394
Cash cost per ounce of silver equivalent sold ($/oz)	​	15.19
^1^ Silver equivalent sold is calculated using a silver to gold ratio of 95.9:1, silver to lead ratio of 1:39.3 pounds, and silver to zinc ratio of 1:27.8 pounds.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures may not add due to rounding
​
​	​	​

​

​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Year to Date 2024	****	Caylloma
Cost of sales	​	53,164
Depletion, depreciation, and amortization	​	(11,647)
Royalties and taxes	​	(949)
Other	​	(960)
Treatment and refining charges	​	5,766
Cash cost applicable per silver equivalent sold	​	45,374
Ounces of silver equivalent sold^1,2^	​	3,372,741
Cash cost per ounce of silver equivalent sold ($/oz)	​	13.45
1 Silver equivalent sold 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 have been restated to remove Right of Use
Figures may not add due to rounding
​	​	​

​

​

​

​

​

​

​

​

​

​

​ Fortuna | 29

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

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

​

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

​

​

​	​	​
AISC Per Silver Equivalent Ounce Sold - Q3 2025	****	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	13,579
Royalties and taxes	​	287
Worker's participation	​	777
General and administration	​	830
Total cash costs	​	15,473
Sustaining capital^3^	​	3,604
All-in sustaining costs	​	19,077
Silver equivalent ounces sold^1^,2	​	757,797
All-in sustaining costs per ounce	​	25.17
1 Silver equivalent sold is calculated using a silver to gold ratio of 85.1:1, silver to lead ratio of 1:44.2 pounds, and silver to zinc ratio of 1:30.8 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 2024	****	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	16,959
Royalties and taxes	​	366
Worker's participation	​	472
General and administration	​	1,246
Total cash costs	​	19,043
Sustaining capital^3^	​	6,817
All-in sustaining costs	​	25,860
Silver equivalent ounces sold^1^,2	​	1,139,823
All-in sustaining costs per ounce	​	22.69
1 Silver equivalent sold 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 - Year to Date 2025	****	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	38,418
Royalties and taxes	​	822
Worker's participation	​	2,276
General and administration	​	4,957
Total cash costs	​	46,473
Sustaining capital^3^	​	8,578
All-in sustaining costs	​	55,051
Silver equivalent ounces sold^1,2^	​	2,529,394
All-in sustaining costs per ounce	​	21.76
1 Silver equivalent sold is calculated using a silver to gold ratio of 95.9:1, silver to lead ratio of 1:39.3 pounds, and silver to zinc ratio of 1:27.8 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis
​	​	​

​

​

​

​ Fortuna | 30

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

​

​	​	​
AISC Per Silver Equivalent Ounce Sold - Year to Date 2024	****	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	45,374
Royalties and taxes	​	949
Worker's participation	​	1,361
General and administration	​	3,871
Total cash costs	​	51,555
Sustaining capital^3^	​	15,559
All-in sustaining costs	​	67,114
Silver equivalent ounces sold^1,2^	​	3,372,741
All-in sustaining costs per ounce	​	19.90
1 Silver equivalent sold 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
​	​	​

​

Growth and Sustaining Capital Expenditures The following tables present a reconciliation of growth and sustaining capital expenditures for the three and nine months ended September 30, 2025 and 2024.

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
Capital expenditures for AISC Q3 2025	****	Lindero	****	Séguéla	****	Caylloma	****	Corporate	****	Total
Additions to mineral properties and property, plant, and equipment	​	8,327	​	29,248	​	3,361	​	7,612	​	48,548
Growth capital	​	(1,174)	​	(7,893)	​	(702)	​	(7,612)	​	(17,381)
Sustaining capital	​	7,153	​	21,355	​	2,659	​	-	​	31,167
Sustaining leases	​	1,279	​	4,270	​	945	​	-	​	6,494
Capital expenditures for AISC	​	8,432	​	25,625	​	3,604	​	-	​	37,661
Figures may not add due to rounding
Discontinued operations have been removed
​	​	​	​	​	​	​	​	​	​	​

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
Capital expenditures for AISC Q3 2024	****	Lindero	****	Séguéla	****	Caylloma	****	Corporate	****	Total
Additions to mineral properties and property, plant, and equipment	​	20,897	​	11,006	​	6,826	​	3,250	​	41,979
Growth capital	​	(219)	​	(4,797)	​	-	​	(3,250)	​	(8,266)
Sustaining capital	​	20,678	​	6,209	​	6,826	​	-	​	33,713
Sustaining leases	​	586	​	2,332	​	(9)	​	-	​	2,909
Capital expenditures for AISC	​	21,264	​	8,541	​	6,817	​	-	​	36,622
Figures may not add due to rounding
Discontinued operations have been removed
​	​	​	​	​	​	​	​	​	​	​

​

​

​	​	​	​	​	​	​	​	​	​	​
Capital expenditures for AISC YTD 2025	****	Lindero	****	Séguéla	****	Caylloma	****	Corporate	****	Total
Additions to mineral properties and property, plant, and equipment	​	34,179	​	70,671	​	7,518	​	21,148	​	133,516
Growth capital	​	(3,308)	​	(22,638)	​	(1,256)	​	(21,148)	​	(48,350)
Sustaining capital	​	30,871	​	48,033	​	6,262	​	-	​	85,166
Sustaining leases	​	2,652	​	12,393	​	2,317	​	-	​	17,362
Capital expenditures for AISC	​	33,523	​	60,426	​	8,579	​	-	​	102,528
Figures may not add due to rounding
Discontinued operations have been removed

Fortuna | 31

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

​

​	​	​	​	​	​	​	​	​	​	​
Capital expenditures for AISC YTD 2024	****	Lindero	****	Séguéla	****	Caylloma	****	Corporate	****	Total
Additions to mineral properties and property, plant, and equipment	​	47,204	​	35,537	​	13,688	​	13,115	​	109,544
Growth capital	​	(568)	​	(14,437)	​	-	​	(13,115)	​	(28,120)
Sustaining capital	​	46,636	​	21,100	​	13,688	​	-	​	81,424
Sustaining leases	​	1,771	​	7,034	​	1,871	​	-	​	10,676
Capital expenditures for AISC	​	48,407	​	28,134	​	15,559	​	-	​	92,100
Figures may not add due to rounding
Discontinued operations have been removed

​

Free Cash Flow and Free Cash Flow from Ongoing Operations

​

The following table presents a reconciliation of free cash flow and free cash flow from ongoing operations to net cash provided by operating activities, the most directly comparable IFRS measure, for the three and nine months ended September 30, 2025 and 2024:

​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,				​	​	Nine months ended September 30,
(Expressed in millions)	2025			2024		​	2025		****	2024
​	​	​	​	​	​	​	​	​	​	​	​
Net cash provided by operating activities	​	111.3	​	​	92.9	​	​	305.0	​	​	215.4
Additions to mineral properties, plant and equipment	​	(48.5)	​	​	(42.1)	​	​	(135.1)	​	​	(110.9)
Payments of lease obligations	​	(6.6)	​	​	(3.0)	​	​	(19.0)	​	​	(11.3)
Free cash flow	​	56.2	​	​	47.8	​	​	150.9	​	​	93.2
Growth capital	​	17.4	​	​	8.3	​	​	48.4	​	​	28.1
Discontinued operations	​	-	​	​	(25.6)	​	​	(7.7)	​	​	(78.9)
Closure and rehabilitation provisions	​	0.1	​	​	-	​	​	0.2	​	​	-
Gain on blue chip swap investments	​	-	​	​	3.2	​	​	1.3	​	​	8.3
Other adjustments	​	(0.3)	​	​	0.3	​	​	4.4	​	​	0.8
Free cash flow from ongoing operations	​	73.4	​	​	34.0	​	​	197.5	​	​	51.5

Figures may not add due to rounding

​

Adjusted Net Income

​

The following table presents a reconciliation of the adjusted net income from net income, the most directly comparable IFRS measure, for the three and nine months ended September 30, 2025 and 2024:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
(Expressed in millions)		2025			2024		​	2025			2024
Net income	​	​	128.2	​	​	54.4	​	​	237.0	​	​	126.8
Adjustments, net of tax:	​	​	​	​	​	​	​	​	​	​	​	​
Discontinued operations	​	​	-	​	​	(17.0)	​	​	(22.3)	​	​	(52.8)
Write off of mineral properties	​	​	-	​	​	-	​	​	2.0	​	​	-
Reversal of impairment of mineral properties, plant and equipment	​	​	(52.7)	​	​	-	​	​	(52.7)	​	​	-
Inventory adjustment	​	​	(16.7)	​	​	-	​	​	(16.9)	​	​	-
Other non-cash/non-recurring items	​	​	(2.7)	​	​	(0.9)	​	​	(2.2)	​	​	(11.9)
Adjusted net income	​	​	56.1	​	​	36.5	​	​	144.9	​	​	62.1

Figures may not add due to rounding

​ Fortuna | 32

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

Adjusted EBITDA

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended September 30,					​	​	Nine months ended September 30,
(Expressed in millions)		2025			2024		​	2025			2024
Net income	​	​	128.2	​	​	54.4	​	​	237.0	​	​	126.8
Adjustments:	​	​	​	​	​	​	​	​	​	​	​	​
Discontinued operations	​	​	-	​	​	(17.0)	​	​	(22.3)	​	​	(52.8)
Inventory adjustment	​	​	(16.7)	​	​	-	​	​	(16.9)	​	​	-
Net finance items	​	​	3.2	​	​	5.7	​	​	9.6	​	​	15.5
Depreciation, depletion, and amortization	​	​	47.1	​	​	43.0	​	​	143.3	​	​	120.3
Income taxes	​	​	24.8	​	​	10.5	​	​	73.9	​	​	26.3
Reversal of impairment of mineral properties, plant and equipment	​	​	(52.7)	​	​	-	​	​	(52.7)	​	​	-
Investment income	​	​	(0.3)	​	​	-	​	​	(2.0)	​	​	-
Other non-cash/non-recurring items	​	​	(2.8)	​	​	-	​	​	(13.3)	​	​	0.3
Adjusted EBITDA	​	​	130.8	​	​	96.6	​	​	356.6	​	​	236.4
Sales	​	​	251.4	​	​	181.7	​	​	676.8	​	​	482.0
EBITDA margin	​	​	52%	​	​	53%	​	​	53%	​	​	49%

Figures may not add due to rounding

​

Adjusted Attributable Net Income

​

The following table presents a reconciliation of Adjusted Attributable Net Income from attributable net income, the most directly comparable IFRS measure, for the three and nine months ended September 30, 2025 and 2024:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
(Expressed in millions)		2025			2024		​	2025			2024
Net income attributable to shareholders	​	​	123.6	​	​	50.5	​	​	219.4	​	​	117.4
Adjustments, net of tax:	​	​	​	​	​	​	​	​	​	​	​	​
Discontinued operations	​	​	-	​	​	(17.0)	​	​	(22.3)	​	​	(52.8)
Write off of mineral properties	​	​	-	​	​	-	​	​	2.0	​	​	-
Reversal of impairment of mineral properties, plant and equipment	​	​	(52.7)	​	​	-	​	​	(52.7)	​	​	-
Inventory adjustment	​	​	(16.7)	​	​	-	​	​	(16.9)	​	​	0.2
Other non-cash/non-recurring items	​	​	(3.2)	​	​	(0.8)	​	​	2.2	​	​	(7.0)
Adjusted attributable net income	​	​	51.0	​	​	32.7	​	​	131.7	​	​	57.8

Figures may not add due to rounding

​

Net Debt

​

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

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​				​	​	​
(Expressed in millions except Total net debt to Adjusted EBITDA ratio)				​	​		​	​		​	As at September 30, 2025
2024 Convertible Notes	​	​	​	​	​	​	​	​	​	​	​	172.5
Less: Cash and Cash Equivalents and Short-term Investments	​	​	​	​	​	​	​	​	​	​	​	(438.3)
Total net debt^1^	​	​	​	​	​	​	​	​	​	​	​	(265.8)
Adjusted EBITDA (last four quarters)	​	​	​	​	​	​	​	​	​	​	​	461.7
Total net debt to adjusted EBITDA ratio	​	​	​	​	​	​	​	​	​	​	​	(0.6):1
^1^Excluding letters of credit	​	​	​	​	​	​	​	​	​	​	​	​

Fortuna | 33

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

Working Capital

​

The following table presents a calculation of working capital as at September 30, 2025 and 2024:

​	​	​	​	​	​
​	​	​	September 30, 2025	​	September 30,<br><br>2024<br><br>$
Current Assets	​	​	647.0	​	344.6
Current Liabilities	​	​	196.2	​	170.1
Working Capital	​	​	450.8	​	174.5
Figures may not add due to rounding	​	​	​	​	​

All values are in US Dollars.

​

Qualified Person

​

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

​

Other Information, Risks and Uncertainties

​

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

​ Fortuna | 34

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

RISKS AND UNCERTAINTIES

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

​

Significant changes to our financial, operational and business risks exposure during the three and nine months ended September 30, 2025 and up to the date of this MD&A include the following:

●	In April of 2025 the Government of Argentina secured a $20.0 billion loan from the International Monetary Fund and implemented decrees which eliminated a number of capital controls and moved the Argentine Peso to a more free-floating exchange rate. This included the lifting of some restrictions on the repatriation of local cash balances. While these changes have been favourable to the Company and allow us to repatriate funds out of Argentina to manage local cash balances, there is no guarantee that these changes will remain in place or that the purchase of US Dollars for repatriation will be possible at an exchange rate the Company finds acceptable. Management continues to monitor the situation and strategically repatriate cash when possible. For cash balances in Argentine Pesos that remain in Argentina the Company has instituted an investment strategy to hedge against this risk of devaluation.
●	The US Government enacted a series of tariffs and restrictive trade policies to nearly all global trading partners and in response other countries have taken reciprocal actions to place tariffs or trade restrictions on various US products. These trade restrictions are not currently expected to materially impact the Company as it does not operate in the US and metals sales are not made into the US market. However, Management continues to
---	---

Fortuna | 35

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

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

​

CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS

​

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

​

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

​

Changes in Accounting Policies

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

​

​

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.

​

Except for controls related to the divestment transactions completed in the second quarter, there have been no other changes in the Company’s internal control over financial reporting for the three and nine months ended September 30, 2025 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 Fortuna | 36

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

such as “anticipates”, “believes”, “plans”, “estimates”, “expects”, “forecasts”, “targets”, “possible”, “potential”, “intends”, “advance”, “goal”, “objective”, “projects”, “budget”, “calculates” or statements that events, “will”, “may”, “could” or “should” occur or be achieved and similar expressions, including negative variations.  The Forward-looking Statements in this MD&A include, without limitation, statements relating to: Mineral Resource and Mineral Reserve estimates as they involve the implied assessment, based on estimates and assumptions that the resources and reserves described exist in the quantities predicted or estimated and can be profitably produced in the future; the Company's plans and expectations for its material properties and future exploration, development and operating activities, including, without limitation, capital expenditure, production and cash cost and all-in sustaining costs (“AISC”) estimates, exploration activities and budgets, forecasts and schedule estimates, as well as their impact on the results of operations or financial condition of the Company; exploration plans; statements establishing sustainability and environmental targets, goals, and strategies, and the ability to meet the same; the future results of exploration activities; statements about the timing for the repair of the primary crusher at the Lindero Mine and that the measures that the Company has put in place to mitigate the risks related to same will be successful and will not have a material impact on production; that the Company’s exploration activities will be successful and that it will be able to increase its mineral resources at its existing deposits; that the Company will receive the outstanding funds from Soleil with respect to the Company’s agreement to relinquish its rights to certain VAT receivables in Burkina Faso; the ability of the Company to continue to repatriate funds from Argentina; the Company’s expectation that there are no changes in internal controls during the three and nine months ended September 30, 2025 that are reasonably likely to materially affect the Company’s internal control over financing reporting; expected maturities of the Company’s financial liabilities, lease obligations and other contractual commitments; property permitting and litigation matters; the fluctuation of its effective tax rate in the jurisdictions where the Company does business; and statements regarding the NCIB program.

​

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

​

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; risks relating to the Company’s ability to replace its Mineral Reserves; risks associated with mineral exploration and project development; uncertainty relating to the repatriation of funds as a result of currency controls; environmental matters including maintaining, obtaining or renewing environmental permits and potential liability claims; inability to meet sustainability, environmental, diversity or safety targets, goals, and strategies (including greenhouse gas emissions reduction targets); risks associated with political instability and changes to the regulations governing the Company’s business operations; changes in national and local government legislation, taxation, controls, regulations and political or economic developments in countries in which the Company does or may carry on business; risks associated with war, hostilities or other conflicts, such as the Ukrainian – Russian and the Israel – Hamas conflicts, and the impact they may have on global economic activity; risks relating to the termination of the Company’s mining concessions in certain circumstances; risks related to International Labor Organization (“ILO”) Convention 169 compliance; developing and maintaining good relationships with local communities and stakeholders; risks associated with losing control of public Fortuna | 37

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

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

​

Forward-looking Statements contained in this MD&A are based on the assumptions and factors management considers reasonable as at the date of this MD&A, including but not limited to: all required third party contractual, regulatory and governmental approvals will be obtained and maintained for the exploration, development, construction and production of its properties; there being no significant disruptions affecting operations, whether relating to labor, supply, power, blockades, damage to equipment or other matter; there being no material and negative impact to the various contractors, suppliers and subcontractors at the Company’s mine sites as a result of the Ukrainian – Russian, Israel - Hamas conflicts or otherwise that would impair their ability to provide goods and services; permitting, construction, development, expansion, and production continuing on a basis consistent with the Company’s current expectations; expectations regarding receipt of future additional payments from the Burkina Faso Transaction; expected trends and specific assumptions regarding metal prices and currency exchange rates; prices for and availability of fuel, electricity, parts and equipment and other key supplies remaining consistent with current levels; production forecasts meeting expectations; any investigations, claims, and legal, labor and tax proceedings arising in the ordinary course of business will not have a Fortuna | 38

​	​
Fortuna Mining Corp.<br><br>Management’s Discussion and Analysis<br><br>For the three and nine months ended September 30, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

material effect on the results of operations or financial condition of the Company; and the accuracy of the Company’s current Mineral Resource and Mineral Reserve estimates.

​

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

​

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

​

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

​

Technical disclosure regarding the Company’s properties included herein was prepared in accordance with NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the SEC generally applicable to U.S. companies. Accordingly, information contained herein is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements. Fortuna | 39

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, 2025.

​

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, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Issuer’s ICFR.

​

​

​

DATED: November 5, 2025

​

/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, 2025.

​

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, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Issuer’s ICFR.

​

​

​

DATED: November 5, 2025

​

/s/ “Luis Ganoza Durant” ​ ​

LUIS GANOZA DURANT,

Chief Financial Officer

​

​

​

NEWS RELEASE

​

Fortuna Reports Results for the Third Quarter of 2025

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

​

Vancouver, November 5, 2025: Fortuna Mining Corp . (NYSE: FSM | TSX: FVI) (“Fortuna” or the “Company”) today reported its financial and operating results for the third quarter of 2025.

(Results from the Company’s San Jose and Yaramoko assets have been excluded from its Q3 2025 continuing results, along with the comparative figures, due to the classification of the assets as discontinued as at June 30, 2025.)

​

​

Jorge A. Ganoza President and CEO of Fortuna, commented, “Fortuna delivered a strong third quarter, keeping us on track to meet our annual production guidance. Higher gold prices and consistent mine performance generated $73.4 million in free cash flow from operations—up $16.0 million from Q2.” Mr. Ganoza continued, “Cash costs remained below $1,000/oz, and AISC at our mines is tracking within guidance. Lindero’s AISC is trending lower, and we expect similar improvements at Séguéla as it completes key investments to support 2026 production of 160,000–180,000 ounces.” Mr. Ganoza concluded, “Our balance sheet continues to strengthen, with nearly $600 million in liquidity and $265.8 million in net cash. This positions us to fund high-impact growth initiatives, including Diamba Sud, unlocking the full potential of the Séguéla Mine, and expanding exploration across West Africa and Latin America.”

​

Third Quarter 2025 Highlights

Cash and Cashflow

●Free cash flow^1^ from ongoing operations of $73.4 million, and net cash from operating activities before changes in working capital of $113.9 million or $0.37 per share. The quarter included $13.6 million in withholding taxes paid related to the repatriation of $118.2 million from Argentina and Côte d’Ivoire

●Liquidity increased to $588.3 million, and the net cash^1^ position strengthened to $265.8 million, from $214.8 million in Q2 2025

●Quarter-end cash balance of $438.3 million, an increase of $51.0 million QoQ

​

Profitability

●Attributable net income from continuing operations of $123.6 million or $0.40 per share, a QoQ increase of $0.26

●Adjusting for impairment reversals at Lindero, attributable adjusted net income^1^ from continuing operations was $51.0 million or $0.17 per share, a QoQ increase of $0.02. Results include the impact of $0.04 per share from a $6.3 million increase in share-based compensation (“SBC”) expense, due to the rise in share price, and a $7.4 million FX loss

●Adjusted EBITDA margin^1^ was 52%, compared to 56% in Q2 2025. QoQ, excluding the impact of higher SBC and FX gains/losses, the EBITDA margin improved from 55% to 58%

​

^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^Au Eq includes gold, silver, lead and zinc and is calculated using the following metal prices: $3,467/oz Au, $39.4/oz Ag, $1,962/t Pb and $2,815/t Zn for Q3 2025; $2,498/oz Au, $29.2/oz Ag, $2,040/t Pb and $2,782/t Zn for Q3 2024; $3,306/oz Au, $33.8/oz Ag, $1,945/t Pb, and $2,640/t Zn for Q2 2025

​

​ Operational

●	Gold equivalent production (“GEO”) of 72,462 ounces from continuing operations^2^
●	Consolidated cash cost per GEO^1^ from continuing operations of $942, compared to $929 in Q2 2025
---	---
●	Consolidated AISC per GEO^1^ from continuing operations of $1,987 compared to $1,932 in Q2 2025. AISC includes a one-time impact of $80 related to a higher SBC expense
---	---
●	Year-to-date TRIFR of 0.86 reflects continued strong safety performance; zero lost time injuries in the quarter
---	---

Growth and Business Development

●	Completed a Preliminary Economic Assessment (“PEA”) for the Diamba Sud Gold Project, confirming robust project economics for the development of an open-pit mine and conventional carbon-in-leach processing plant. Refer to Fortuna news release dated October 15, 2025, “Fortuna delivers robust PEA for Diamba Sud Gold Project in Senegal: After-tax IRR of 72% and NPV5% of US$563 million using US$2,750 per ounce”
●	Advancing the Diamba Sud project towards a Definitive Feasibility Study and a construction decision in the first half of 2026
---	---

Cautionary Statement: The PEA is preliminary in nature, and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves; as such, there is no certainty that the PEA results will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.^3^ ^3^Refer to the table on page 26 of this news release for a summary of the key assumptions, operational parameters and economic results and values from the PEA

​ ​

Third Quarter 2025 Consolidated Results

​

​	​	​	​	​	​	​	​	​	​	​	​
​	Three months ended					​	Nine months ended September 30,			​	​
( Expressed in millions)	Sept 30, 2025	​	Sept 30, 2024	​	June 30, 2025	​	2025	2024		​	% Change
Total production including discontinued operations (GEO)	72,462	​	110,820	​	75,950	​	251,871	​	339,933	​	(26%)
Production from continuing operations (GEO)	72,462	​	73,123	​	71,229	​	214,077	​	216,801	​	(1%)
​	​	​	​	​	​	​	​	​	​	​	​
Financial Highlights from Continuing Operations	​	​	​	​	​	​	​	​	​	​	​
Sales	251.4	​	181.7	​	230.4	​	676.8	​	482.0	​	40%
Mine operating income	133.1	​	64.1	​	105.0	​	318.5	​	164.3	​	94%
Operating income	154.6	​	50.8	​	83.7	​	294.3	​	110.4	​	167%
Net income from continuing operations	128.2	​	37.4	​	47.7	​	214.8	​	74.0	​	190%
Attributable net income from continuing operations	123.6	​	35.5	​	42.6	​	201.7	​	69.8	​	189%
Attributable earnings per share from continuing operations - basic	0.40	​	0.11	​	0.14	​	0.66	​	0.23	​	187%
Adjusted attributable net income from continuing operations1	51.0	​	32.7	​	44.7	​	131.7	​	57.8	​	128%
Adjusted attributable net income from continuing operations earnings per share	0.17	​	0.10	​	0.15	​	0.43	​	0.19	​	126%
Adjusted EBITDA1	130.8	​	96.6	​	127.7	​	356.6	​	236.4	​	51%
Net cash provided by operating activities - continuing operations	111.3	​	67.3	​	92.7	​	293.0	​	136.5	​	115%
Free cash flow from ongoing operations1	73.4	​	34.0	​	57.4	​	197.5	​	51.5	​	283%
Cash cost (/oz GEO)1	942	​	906	​	929	​	915	​	831	​	10%
AISC continuing ops(/oz GEO)1,2	1,987	​	1,638	​	1,932	​	1,896	​	1,558	​	22%
AISC including discontinued ops(/oz GEO)1,2,3	1,987	​	1,669	​	1,899	​	1,822	​	1,593	​	14%
Capital expenditures2	​	​	​	​	​	​	​	​	​	​	​
Sustaining	31.2	​	33.7	​	31.4	​	85.2	​	81.4	​	5%
Sustaining leases	6.5	​	2.9	​	6.0	​	17.4	​	10.7	​	63%
Growth capital	17.4	​	7.3	​	15.6	​	48.4	​	28.1	​	72%
​	​	​	​	​	​	​	Sept 30, 2025	​	Dec 31, 2024	​	% Change
Cash and cash equivalents and short-term investments						​	438.3	​	231.3	​	89%
Net liquidity position (excluding letters of credit)	​	​	​	​	​	​	588.3	​	381.3	​	54%
Shareholder's equity attributable to Fortuna shareholders	​	​	​	​	​	​	1,618.9	​	1,403.9	​	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 Year to date 2025 AISC reflects production and costs for Yaramoko from April 1 to April 14, 2025, being the date that the Company agreed to the assumed handover of operations to the purchaser. AISC per ounce of gold equivalent sold for the aforementioned period has been estimated at 1,410 which is comparable to the AISC per ounce of gold equivalent sold at Yaramoko for Q1 2025 of 1,411
Figures may not add due to rounding											​
Contribution from discontinued operations, the Yaramoko and San Jose mines which were disposed of in the second quarter of 2025, have been removed where applicable											​

All values are in US Dollars.

​

​

​

​

​

​

​

​

​ ​

​ ​

Third Quarter 2025 Results

​

Q3 2025 vs Q2 2025

​

Cash cost per ounce and AISC

Cash cost per GEO sold from continuing operations was $942 in Q3 2025, representing a marginal increase from the $929 recorded in Q2 2025.

​

All-in sustaining costs per GEO from continuing operations was $1,987 in Q3 2025 representing a $55 increase from the $1,932 recorded in Q2 2025. The rise was primarily driven by a one-time increase of $80 per GEO in share-based compensation. This expense resulted from the revaluation of cash-settled share units due to the higher share price during the quarter.   The impact was partially offset by higher ounces sold.

​

Attributable Net Income and Adjusted Net Income

Attributable net income from continuing operations for the period was $123.6 million, compared to $42.6 million in Q2 2025. Net income reflects the reversal of an impairment charge of $52.7 million and a reversal of a previous write-down of $16.7 million of low-grade stockpiles at Lindero as a result of an increase in medium and long-term gold price projections

​

After adjusting for impairment reversals and other non-recurring items, adjusted attributable net income was $51.0 million or $0.17 per share compared to $44.7 million or $0.15 per share in Q2 2025. The increase was explained mainly by higher gold prices and higher gold sales volume, as well as a lower effective tax rate. The realized gold price in Q3 2025 was $3,467 per ounce compared to $3,307 in Q2 2025.  The increase in gold sales volume was due to higher gold production at Lindero.  The effective tax rate in Q3 2025 over adjusted net income was 30% compared to 40% in Q2 2025 due to the timing on recognition of withholding taxes related to dividend approvals in Côte d’Ivoire.  This was partially offset by a foreign exchange loss of $7.4 million in Q3 compared to a gain of $2.3 million in Q2, and higher stock-based compensation of $10.8 million in Q3 compared to $4.5 million in Q2 related to the revaluation of cash-settled units from a higher share price.

​

Foreign exchange loss

In Q3 2025, the Company recorded a foreign exchange charge of $7.4 million compared to a gain of $2.3 million in Q2 2025.  The main driver for this charge was a foreign exchange loss of $5.6 million at our Argentinean operations related to a 14% devaluation of the peso in the quarter.  Year-to-date, the peso has devalued 32% generating a cumulative loss of $10 million.  Over half of this year-to-date loss relates to cash accumulated in-country in the first half of 2025; however, this loss was fully offset by interest, investment, and derivative gains throughout the year.  In early Q3 the Company was able to restart the repatriation of funds from Argentina, allowing us to keep local cash balances at a minimum.

​

Cash flow

Net cash generated by operations before changes in working capital was $113.9 million or $0.37 per share. After adjusting for changes in working capital, net cash generated by operations for the quarter was $111.3 million compared to $92.7 million in Q2 2025 driven by higher sales. Income taxes of $34.7 million were comparable to the $36.4 million paid in Q2 2025 due to a final installment payment of $15.4 million at Séguéla as well as $13.6 million in withholding taxes paid for the repatriation of funds from Argentina and Côte d’Ivoire.

Fortuna | 4

​

​

​ ​

Free cash flow from ongoing operations in Q3 2025 was $73.4 million, an increase of $16.0 million over the $57.4 million reported in Q2 2025 reflecting higher sales and cash from operating activities.  Sustaining capital expenditures for the quarter were $31.2 million, broadly in line with Q2 2025.

​

In Q3 2025 the Company invested $17.4 million in non-sustaining capital expenditures; primarily consisting of $9.8 million in mine site exploration, $1.1 million in other mine site projects, and $6.5 million at the Diamba Sud Gold Project.

​

Q3 2025 vs Q3 2024

​

Cash cost per ounce and AISC

Consolidated cash cost per GEO increased to $942 in Q3 2025, representing a $36 increase compared the $906 recorded in Q3 2024. This increase was mainly due to higher mine stripping ratios at Séguéla and Lindero, as per the mine plan, and lower gold equivalent ounces at Caylloma due to an increase in the gold price and the impact on gold equivalent ounces.

​

All-in sustaining costs per gold equivalent ounce from continuing operations increased to $1,987 in Q3 2025 from $1,638 in Q3 2024. This increase primarily resulted from the higher cash cost per ounce discussed above and higher capital leases, higher share-based compensation expense from the impact of the rise in our share price in Q3 2025, and increased royalties due to the higher gold price.  Additionally, the previous period also benefited from ($43)/oz related to blue chip swaps in Argentina, compared to $nil in Q3 2025.

​

Attributable Net Income and Adjusted Net Income

Attributable net income from continuing operations for the period was $123.6 million, or $0.40 per share, compared to $35.5 million, or $0.11 per share, in Q3 2024. After adjusting for reversals of impairments and stockpile write-downs of $69.4 million at Lindero and other non-recurring items, adjusted attributable net income was $51.0 million or $0.17 per share compared to $32.7 million or $0.10 per share in Q3 2024. The increase was primarily due to higher realized gold prices, which averaged $3,467 per ounce in Q3 2025 compared to $2,498 per ounce in Q3 2024 and higher sales volumes at Séguéla driven by higher processes ore and grades.  This was partially offset by higher stock-based compensation and a $7.4 million foreign exchange loss (see discussion above) compared to a $1.1 million gain in Q3 2024.

​

Depreciation and Depletion

Depreciation and depletion increased by $7.2 million to $53.0 million compared to $45.8 million in the comparable period of 2024. The increase was primarily due to higher ounces sold at Séguéla and an increase in the depletion per ounce at Lindero due to added depletion from the leach pad expansion project and the construction of the solar plant. Depreciation and depletion in the period included $18.7 million related to the purchase price allocation from the Roxgold acquisition in 2021.

​

Cash Flow

Net cash generated by operations for the quarter was $111.3 million compared to $67.3 million in Q3 2024. The increase is mainly explained by higher gold prices and higher gold volume sold at Séguéla, and a lower negative change in working capital in Q3 2025 compared to Q3 2024.

​

Fortuna | 5

​

​

​ Free cash flow from ongoing operations in Q3 2025 was $73.4 million, compared to $30.4 million reported in Q3 2024.  The increase was mainly due to higher prices and metal sold as discussed above. Sustaining capital expenditures for the quarter were $31.2 million, mostly consistent with Q3 2024.

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Fortuna | 6

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​

​ Séguéla Mine, Côte d’Ivoire

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
​	****	​	2025		​	2024		​	2025		​	2024
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	435,770	​	​	418,390	​	​	1,308,958	​	​	1,131,684
Average tonnes crushed per day	​	​	4,737	​	​	4,548	​	​	4,777	​	​	4,115
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	3.01	​	​	2.69	​	​	2.92	​	​	2.94
Recovery (%)	​	​	91	​	​	92	​	​	92	​	​	93
Production (oz)	​	​	38,799	​	​	34,998	​	​	115,485	​	​	102,537
Metal sold (oz)	​	​	38,803	​	​	33,816	​	​	115,386	​	​	101,369
Realized price ($/oz)	​	​	3,462	​	​	2,494	​	​	3,222	​	​	2,305
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au)^1^	​	​	688	​	​	655	​	​	669	​	​	559
All-in sustaining cash cost ($/oz Au)^1^	​	​	1,738	​	​	1,176	​	​	1,554	​	​	1,073
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's)^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	21,355	​	​	6,209	​	​	48,033	​	​	21,100
Sustaining leases	​	​	4,270	​	​	2,332	​	​	12,393	​	​	7,034
Growth capital	​	​	7,893	​	​	4,797	​	​	22,638	​	​	14,437
^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 2025, mine production totaled 272,396 tonnes of ore, averaging 3.66 g/t Au, and containing an estimated 32,074 ounces of gold from the Antenna, Ancien, and Koula pits. The lower ore tonnes mined compared to milled tonnes are in line with the mine plan and strategy to reduce surface stockpiles. A total of 4,433,994 tonnes of waste was moved during the period, resulting in a strip ratio of 16.3:1.

​

In the third quarter of 2025, Séguéla processed 435,770 tonnes of ore, producing 38,799 ounces of gold, at an average head grade of 3.01 g/t Au, an 11% and a 12% increase, respectively, compared to the third quarter of 2024. Higher gold production was the result of higher tonnes processed and higher grades.

​

Cash cost per gold ounce sold was $688 for the third quarter of 2025 compared to $655 for the third quarter of 2024. Cash costs were aligned as higher ounces sold offset an increase in mining costs from higher stripping requirements in line with the mine plan.

​

All-in sustaining cash cost per gold ounce sold was $1,738 for the third quarter of 2025 compared to $1,176 in the same period of the previous year. The increase for the quarter was primarily the result of higher sustaining capital from capitalized stripping and higher royalties due to higher gold prices and a 2% increase in the royalty rate effective January 10, 2025.

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​

​ Lindero Mine, Argentina

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
​	****	​	2025		​	2024		​	2025		​	2024
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes placed on the leach pad	​	​	1,699,007	​	​	1,654,101	​	​	5,280,543	​	​	4,610,215
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	0.60	​	​	0.66	​	​	0.57	​	​	0.62
Production (oz)	​	​	24,417	​	​	24,345	​	​	68,287	​	​	70,481
Metal sold (oz)	​	​	25,290	​	​	26,655	​	​	67,433	​	​	69,886
Realized price ($/oz)	​	​	3,476	​	​	2,503	​	​	3,246	​	​	2,316
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au)^1^	​	​	1,117	​	​	1,042	​	​	1,136	​	​	1,047
All-in sustaining cash cost ($/oz Au)^1^	​	​	1,570	​	​	1,842	​	​	1,738	​	​	1,762
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's)^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	7,153	​	​	20,678	​	​	30,871	​	​	46,636
Sustaining leases	​	​	1,279	​	​	586	​	​	2,652	​	​	1,771
Growth capital	​	​	1,174	​	​	219	​	​	3,308	​	​	568

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

^2^ Capital expenditures are presented on a cash basis.

​

Quarterly Operating and Financial Highlights

​

In the third quarter of 2025, a total of 1,699,007 tonnes of ore were placed on the heap leach pad, with an average gold grade of 0.60 g/t, containing an estimated 32,775 ounces of gold. Ore mined was 1.50 million tonnes, with a stripping ratio of 1.9:1.

​

Lindero’s gold production for the quarter was 24,417 ounces, comprised of 23,001 ounces in doré bars, 1,325 ounces contained in rich fine carbon and 91 ounces contained in copper precipitate. Gold production remained comparable to the third quarter of 2024, as the slight increase in tonnes placed on the leach pad was offset by lower ore mined and lower gold grade in the third quarter of 2025.

​

The cash cost per ounce of gold for the quarter was $1,117 compared to $1,042 in the same period of 2024. The increase in cash costs was primarily driven by lower ounces sold.

​

AISC per gold ounce sold during Q3 2025 was $1,570 compared to $1,842 in Q3 2024. Lower AISC was primarily due to lower sustaining capital expenditures as the leach pad expansion was under construction in the comparable quarter. The comparable quarter also benefited from $3.2 million of investment gains from cross border Argentine pesos denominated bond trades compared to $nil in the current quarter.

​

On September 27, 2025, the primary crusher experienced an unplanned, immediate shutdown. The cause was determined to be a mechanical failure involving high amperage and overheating of the pitman shaft, specifically traced to the premature wear of the primary wear parts: the bushings and bearings.

​

Replacement wear parts have been successfully sourced. Management’s current assessment indicates that the early failure of the bushings and bearings was likely caused by a misalignment of structural

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​

​ components. This issue is being fully addressed and corrected prior to the reassembly and commissioning of the crusher. The primary crusher is anticipated to be operational by the second half of November 2025.

​

Despite this unexpected downtime, Management does not anticipate an impact to the annual production guidance for the Lindero Mine. Immediate mitigating measures have been implemented to maintain throughput, including bypassing the primary crusher entirely with the deployment of a portable jaw crusher, and direct Run-of-Mine ore screening.

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​

​ Caylloma Mine, Peru

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended September 30,				​	​	Nine months ended September 30,
​	****	​	2025		​	2024		​	2025		​	2024
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	140,523	​	​	138,030	​	​	415,653	​	​	411,669
Average tonnes milled per day	​	​	1,561	​	​	1,551	​	​	1,557	​	​	1,548
​	​	​	​	​	​	​	​	​	​	​	​	​
Silver	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	63	​	​	82	​	​	65	​	​	84
Recovery (%)	​	​	82	​	​	84	​	​	83	​	​	83
Production (oz)	​	​	233,612	​	​	305,446	​	​	717,226	​	​	927,304
Metal sold (oz)	​	​	238,527	​	​	338,768	​	​	736,240	​	​	931,820
Realized price ($/oz)	​	​	39.33	​	​	29.24	​	​	34.89	​	​	26.98
​	​	​	​	​	​	​	​	​	​	​	​	​
Lead	​	​	​	​	​	​	​	​	​	​	​	​
Grade (%)	​	​	3.01	​	​	3.62	​	​	3.15	​	​	3.64
Recovery (%)	​	​	91	​	​	91	​	​	91	​	​	91
Production (000's lbs)	​	​	8,492	​	​	9,998	​	​	26,253	​	​	30,053
Metal sold (000's lbs)	​	​	8,628	​	​	10,934	​	​	27,010	​	​	30,181
Realized price ($/lb)	​	​	0.89	​	​	0.93	​	​	0.89	​	​	0.95
​	​	​	​	​	​	​	​	​	​	​	​	​
Zinc	​	​	​	​	​	​	​	​	​	​	​	​
Grade (%)	​	​	4.27	​	​	4.64	​	​	4.63	​	​	4.63
Recovery (%)	​	​	91	​	​	91	​	​	91	​	​	90
Production (000's lbs)	​	​	11,989	​	​	12,809	​	​	38,612	​	​	38,032
Metal sold (000's lbs)	​	​	12,259	​	​	13,411	​	​	38,368	​	​	38,586
Realized price ($/lb)	​	​	1.28	​	​	1.26	​	​	1.26	​	​	1.22
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Ag Eq)^1,2^	​	​	17.92	​	​	14.88	​	​	15.19	​	​	13.45
All-in sustaining cash cost ($/oz Ag Eq)^1,2^	​	​	25.17	​	​	22.69	​	​	21.76	​	​	19.90
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's)^3^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	2,659	​	​	6,826	​	​	6,261	​	​	13,688
Sustaining leases	​	​	945	​	​	(9)	​	​	2,317	​	​	1,871
Growth capital	​	​	702	​	​	–	​	​	1,256	​	​	-

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

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

^3^Capital expenditures are presented on a cash basis.

​

Quarterly Operating and Financial Highlights

​

In the third quarter of 2025, the Caylloma Mine produced 233,612 ounces of silver at an average head grade of 63 g/t, a 24% decrease when compared to the same period in 2024.

​

Lead and zinc production for the quarter was 8.5 million pounds and 12.0 million pounds, respectively. Head grades averaged 3.01% Pb and 4.27% Zn, a 7% and 8% decrease, respectively, when compared to the same quarter in 2024. Production was lower due to lower head grades and was in line with the mine plan.

​

The cash cost per silver equivalent ounce sold in the third quarter of 2025 was $17.92 compared to $14.88 in the same period in 2024. The higher cost per ounce for the quarter was primarily the result of lower silver production and the impact of higher realized silver prices on the calculation of silver equivalent ounce sold.

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​

​ ​

The all-in sustaining cash cost per ounce of payable silver equivalent in the third quarter of 2025 increased 11% to $25.17 compared to $22.69 for the same period in 2024. The increase for the quarter was the result of higher cash costs per ounce and lower silver equivalent ounces due to higher silver prices.

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​

​ Qualified Person

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

​

Non-IFRS Financial Measures

The Company has disclosed certain financial measures and ratios in this news release which are not defined under the International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, and are not disclosed in the Company's financial statements, including but not limited to: all-in costs; cash cost per ounce of gold sold; all-in sustaining costs; all-in sustaining cash cost per ounce of gold sold; all-in sustaining cash cost per ounce of gold equivalent sold; all-in cash cost per ounce of gold sold; production cash cost per ounce of gold equivalent; cash cost per payable ounce of silver equivalent sold; all-in sustaining cash cost per payable ounce of silver equivalent sold; all-in cash cost per payable ounce of silver equivalent sold; sustaining capital; growth capital; free cash flow from ongoing operations; adjusted net income; adjusted attributable net income; adjusted EBITDA, adjusted EBITDA margin 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, 2025 (“Q3 2025 MDA”), which section is incorporated by reference in this news release, for additional information regarding each non-IFRS financial measure and non-IFRS ratio disclosed in this news release, including an explanation of their composition; an explanation of how such measures and ratios provide useful information to an investor. The Q3 2025 MD&A may be accessed on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar under the Company’s profile.

​

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

​

●	The calculation of All-in Sustaining Costs was adjusted in Q4 2024 to include blue-chip swaps in Argentina. Please refer to pages 28 and 29 of the Company’s management’s discussion and analysis for the year ended December 31, 2024 for details of the change.

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​

​

●	The calculations of Adjusted Net Income and Adjusted Attributable Net Income were revised to no longer remove the income statement impact of right of use amortization and accretion and add back the right of use payments from the cash flow statement. Management elected to make this change to simplify the reconciliation from net income to adjusted net income to improve transparency and because the net impact was immaterial.
●	Where applicable the impact of discontinued operations have been removed from the comparable figures. The method of calculation has not been changed except as described above.
---	---

​

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

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​				​	​	​
(Expressed in millions except Total net debt to Adjusted EBITDA ratio)				​	​		​	​		​	As at September 30, 2025
2024 Convertible Notes	​	​	​	​	​	​	​	​	​	​	​	172.5
Less: Cash and Cash Equivalents and Short-term Investments	​	​	​	​	​	​	​	​	​	​	​	(438.3)
Total net debt^1^	​	​	​	​	​	​	​	​	​	​	​	(265.8)
Adjusted EBITDA (last four quarters)	​	​	​	​	​	​	​	​	​	​	​	461.7
Total net debt to adjusted EBITDA ratio	​	​	​	​	​	​	​	​	​	​	​	(0.6):1
^1^Excluding letters of credit	​	​	​	​	​	​	​	​	​	​	​	​

​

Reconciliation of net income to attributable adjusted net income for the three months ended June 30, 2025, and for the three and nine months ended September 30, 2025 and 2024

​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended					​	Nine months ended September 30,
Consolidated (in millions of US dollars)	​	Sept 30, 2025	​	Sept 30, 2024	​	June 30, 2025	​	2025	2024
Net income attributable to shareholders	​	123.6	​	50.5	​	37.3	​	219.4	​	117.4
Adjustments, net of tax:	​	​	​	​	​	​	​	​	​	​
Discontinued operations	​	–	​	(17.0)	​	3.6	​	(22.3)	​	(52.8)
Write off of mineral properties	​	–	​	–	​	2.0	​	2.0	​	–
Reversal of impairment of mineral properties, plant and equipment	​	(52.7)	​	–	​	–	​	(52.7)	​	–
Inventory adjustment	​	(16.7)	​	–	​	–	​	(16.9)	​	0.2
Other non-cash/non-recurring items	​	(3.2)	​	(0.8)	​	1.8	​	2.2	​	(7.0)
Attributable Adjusted Net Income	​	51.0	​	32.7	​	44.7	​	131.7	​	57.8
Figures may not add due to rounding	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

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​

​ ​

Reconciliation of net income to adjusted EBITDA for the three months ended June 30, 2025 and the three and nine months ended September 30, 2025 and 2024

​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended					​	Nine months ended September 30,
Consolidated (in millions of US dollars)	​	Sept 30, 2025	​	Sept 30, 2024	​	June 30, 2025	​	2025	2024
Net income	​	128.2	​	54.4	​	44.1	​	237.0	​	126.8
Adjustments:	​	​	​	​	​	​	​	​	​	​
Discontinued operations	​	-	​	(17.0)	​	3.6	​	(22.3)	​	(52.8)
Inventory adjustment	​	(16.7)	​	-	​	-	​	(16.9)	​	-
Net finance items	​	3.2	​	5.7	​	3.4	​	9.6	​	15.5
Depreciation, depletion, and amortization	​	47.1	​	43.0	​	42.5	​	143.3	​	120.3
Income taxes	​	24.8	​	10.5	​	33.7	​	73.9	​	26.3
Reversal of impairment of mineral properties, plant and equipment	​	(52.7)	​	-	​	-	​	(52.7)	​	-
Investment income	​	(0.3)	​	-	​	(1.7)	​	(2.0)	​	-
Other non-cash/non-recurring items	​	(2.8)	​	-	​	2.1	​	(13.3)	​	0.3
Adjusted EBITDA	​	130.8	​	96.6	​	127.7	​	356.6	​	236.4
Sales	​	251.4	​	181.7	​	230.4	​	676.8	​	482.0
EBITDA margin	​	52%	​	53%	​	55%	​	53%	​	49%

Figures may not add due to rounding

​

Reconciliation of net cash from operating activities to free cash flow from ongoing operations for the three months ended June 30, 2025 and the three and nine months ended September 30, 2025 and 2024

​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended					​	Nine months ended September 30,
Consolidated (in millions of US dollars)	​	Sept 30, 2025	​	Sept 30, 2024	​	June 30, 2025	​	2025	2024
​	​	​	​	​	​	​	​	​	​	​
Net cash provided by operating activities	​	111.3	​	92.9	​	67.30	​	305.0	​	215.4
Additions to mineral properties, plant and equipment	​	(48.5)	​	(42.1)	​	(47.0)	​	(135.1)	​	(110.9)
Payments of lease obligations	​	(6.6)	​	(3.0)	​	(6.4)	​	(19.0)	​	(11.3)
Free cash flow	​	56.2	​	47.8	​	13.9	​	150.9	​	93.2
Growth capital	​	17.4	​	8.3	​	15.6	​	48.4	​	28.1
Discontinued operations	​	-	​	(25.6)	​	26.2	​	(7.7)	​	(78.9)
Closure and rehabilitation provisions	​	0.1	​	-	​	-	​	0.2	​	-
Gain on blue chip swap investments	​	-	​	3.2	​	-	​	1.3	​	8.3
Other adjustments	​	(0.3)	​	0.3	​	1.7	​	4.4	​	0.8
Free cash flow from ongoing operations	​	73.4	​	34.0	​	57.4	​	197.5	​	51.5

Figures may not add due to rounding

​

​

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​ ​

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

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

All values are in US Dollars.

​

​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Q3 2025	Lindero	****	Séguéla	****	Caylloma	****	GEO Cash Costs
Cost of sales	28,366	​	70,549	​	19,317	​	118,234
Depletion, depreciation, and amortization	(15,594)	​	(31,716)	​	(5,199)	​	(52,509)
Royalties and taxes	(83)	​	(12,154)	​	(287)	​	(12,524)
By-product credits	(1,264)	​	-	​	-	​	(1,264)
Other	16,675	​	-	​	(668)	​	16,007
Treatment and refining charges	-	​	-	​	416	​	416
Cash cost applicable per gold equivalent ounce sold	28,100	​	26,679	​	13,579	​	68,358
Ounces of gold equivalent sold	25,157	​	38,803	​	8,601	​	72,561
Cash cost per ounce of gold equivalent sold (/oz)	1,117	​	688	​	1,579	​	942
Gold equivalent was calculated using the realized prices for gold of 3,467/oz Au, 39.4/oz Ag, 1,962/t Pb and 2,815/t Zn for Q3 2025
Figures may not add due to rounding
​	​	​	​	​	​	​	​

All values are in US Dollars.

​

​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Q3 2024	Lindero	****	Séguéla	****	Caylloma	****	GEO Cash Costs
Cost of sales	42,350	​	55,466	​	19,820	​	117,636
Depletion, depreciation, and amortization	(13,639)	​	(27,165)	​	(4,465)	​	(45,269)
Royalties and taxes	(89)	​	(6,143)	​	(366)	​	(6,598)
By-product credits	(1,132)	​	-	​	-	​	(1,132)
Other	3	​	-	​	(279)	​	(276)
Treatment and refining charges	-	​	-	​	2,249	​	2,249
Cash cost applicable per gold equivalent ounce sold	27,493	​	22,158	​	16,959	​	66,610
Ounces of gold equivalent sold	26,393	​	33,816	​	13,343	​	73,553
Cash cost per ounce of gold equivalent sold (/oz)	1,042	​	655	​	1,271	​	906
Gold equivalent was calculated using the realized prices for gold of 2,498/oz Au, 29.2/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.

​

​

​

​

​

​

​

​

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​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Year to Date 2025	Lindero	****	Séguéla	****	Caylloma	****	GEO Cash Costs
Cost of sales	101,110	​	202,634	​	54,573	​	358,319
Depletion, depreciation, and amortization	(38,724)	​	(91,961)	​	(13,836)	​	(144,521)
Royalties and taxes	(270)	​	(33,439)	​	(822)	​	(34,531)
By-product credits	(2,757)	​	-	​	-	​	(2,757)
Other	16,857	​	-	​	(1,991)	​	14,866
Treatment and refining charges	-	​	-	​	494	​	494
Cash cost applicable per gold equivalent ounce sold	76,216	​	77,234	​	38,418	​	191,868
Ounces of gold equivalent sold	67,087	​	115,386	​	27,315	​	209,788
Cash cost per ounce of gold equivalent sold (/oz)	1,136	​	669	​	1,406	​	915
Gold equivalent was calculated using the realized prices for gold of 3,231/oz Au, 34.9/oz Ag, 1,960/t Pb and 2,768/t Zn for Year to Date 2025
Figures may not add due to rounding
​

All values are in US Dollars.

​

​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Year to Date 2024	Lindero	****	Séguéla	​	Caylloma	****	GEO Cash Costs
Cost of sales	112,407	​	152,106	​	53,164	​	317,677
Depletion, depreciation, and amortization	(36,800)	​	(78,211)	​	(11,647)	​	(126,658)
Royalties and taxes	(458)	​	(17,244)	​	(949)	​	(18,651)
By-product credits	(2,259)	​	-	​	-	​	(2,259)
Other	(226)	​	-	​	(960)	​	(1,186)
Treatment and refining charges	-	​	-	​	5,766	​	5,766
Cash cost applicable per gold equivalent ounce sold	72,664	​	56,651	​	45,374	​	174,689
Ounces of gold equivalent sold	69,430	​	101,369	​	39,399	​	210,198
Cash cost per ounce of gold equivalent sold (/oz)	1,047	​	559	​	1,152	​	831
Gold equivalent was calculated using the realized prices for gold of 2,310/oz Au, 27.0/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.

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Fortuna | 16

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​

​ Reconciliation of cost of sales to all-in sustaining cash cost per ounce of gold equivalent sold from continuing operations for the three months ended June 30, 2025 and the three and nine months ended September 30, 2025 and 2024 ​

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

​

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

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Q3 2025	Lindero	****	Séguéla	****	Caylloma	****	Corporate	****	GEO AISC	​	​	​	​
Cash cost applicable per gold equivalent ounce sold	28,100	​	26,679	​	13,579	​	-	​	68,358	​	​	​	​
Inventory net realizable value adjustment	-	​	-	​	-	​	-	​	-	​	​	​	​
Royalties and taxes	83	​	12,154	​	287	​	-	​	12,524	​	​	​	​
Worker's participation	-	​	-	​	777	​	-	​	777	​	​	​	​
General and administration	2,880	​	2,993	​	830	​	18,163	​	24,866	​	​	​	​
Total cash costs	31,063	​	41,826	​	15,473	​	18,163	​	106,525	​	​	​	​
Sustaining capital1	8,432	​	25,625	​	3,604	​	-	​	37,661	​	​	​	​
Blue chips gains (investing activities)1	-	​	-	​	-	​	-	​	-	​	​	​	​
All-in sustaining costs	39,495	​	67,451	​	19,077	​	18,163	​	144,186	​	​	​	​
Gold equivalent ounces sold	25,157	​	38,803	​	8,601	​	-	​	72,561	​	​	​	​
All-in sustaining costs per ounce	1,570	​	1,738	​	2,218	​	-	​	1,987	​	​	​	​
Gold equivalent was calculated using the realized prices for gold of 3,467/oz Au, 39.4/oz Ag, 1,962/t Pb and 2,815/t Zn for Q3 2025										​	​	​	​
Figures may not add due to rounding										​	​	​	​
1 Presented on a cash basis										​	​	​	​

All values are in US Dollars.

​

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Fortuna | 17

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	Continuing Operations									​	Discontinued Ops			​	Total
AISC Per Gold Equivalent Ounce Sold - Q3 2024	Lindero	****	Séguéla	​	Caylloma	****	Corporate	****	GEO AISC	****	Yaramoko	****	San Jose	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	27,492	​	22,158	​	16,959	​	-	​	66,609	​	27,253	​	23,875	​	117,737
Inventory net realizable value adjustment	-	​	-	​	-	​	-	​	-	​	-	​	-	​	-
Royalties and taxes	89	​	6,143	​	366	​	-	​	6,598	​	5,480	​	639	​	12,717
Worker's participation	-	​	-	​	472	​	-	​	472	​	-	​	-	​	472
General and administration	2,935	​	2,945	​	1,246	​	6,275	​	13,401	​	550	​	1,802	​	15,753
Total cash costs	30,516	​	31,246	​	19,043	​	6,275	​	87,080	​	33,283	​	26,316	​	146,679
Sustaining capital1	21,264	​	8,511	​	6,817	​	-	​	36,592	​	5,166	​	198	​	41,956
Blue chips gains (investing activities)1	(3,162)	​	-	​	-	​	-	​	(3,162)	​	-	​	-	​	(3,162)
All-in sustaining costs	48,618	​	39,757	​	25,860	​	6,275	​	120,510	​	38,449	​	26,514	​	185,473
Gold equivalent ounces sold	26,393	​	33,816	​	13,343	​	-	​	73,553	​	27,995	​	9,597	​	111,145
All-in sustaining costs per ounce	1,842	​	1,176	​	1,938	​	-	​	1,638	​	1,373	​	2,763	​	1,669
Gold equivalent was calculated using the realized prices for gold of 2,333/oz Au, 28.5/oz Ag, 2,157/t Pb and 2,835/t Zn for Q3 2024										​	​	​	​	​	​
Figures may not add due to rounding										​	​	​	​	​	​
1 Presented on a cash basis										​	​	​	​	​	​

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	Continuing Operations									​	Discontinued Ops	​	Total
AISC Per Gold Equivalent Ounce Sold - Year to Date 2025	Lindero	****	Séguéla	****	Caylloma	****	Corporate	****	GEO AISC	****	Yaramoko	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	76,216	​	77,234	​	38,418	​	-	​	191,868	​	39,960	​	231,828
Inventory net realizable value adjustment	-	​	-	​	-	​	-	​	-	​	-	​	-
Royalties and taxes	270	​	33,439	​	822	​	-	​	34,531	​	8,830	​	43,361
Worker's participation	-	​	-	​	2,276	​	-	​	2,276	​	-	​	2,276
General and administration	7,937	​	8,255	​	4,957	​	46,712	​	67,861	​	1,602	​	69,463
Total cash costs	84,423	​	118,928	​	46,473	​	46,712	​	296,536	​	50,392	​	346,928
Sustaining capital1	33,523	​	60,426	​	8,578	​	-	​	102,527	​	2,813	​	105,340
Blue chips gains (investing activities)1	(1,319)	​	-	​	-	​	-	​	(1,319)	​	-	​	(1,319)
All-in sustaining costs	116,627	​	179,354	​	55,051	​	46,712	​	397,744	​	53,205	​	450,949
Gold equivalent ounces sold	67,087	​	115,386	​	27,315	​	-	​	209,788	​	37,734	​	247,522
All-in sustaining costs per ounce	1,738	​	1,554	​	2,015	​	-	​	1,896	​	1,410	​	1,822
Gold equivalent was calculated using the realized prices for gold of 3,231/oz Au, 34.9/oz Ag, 1,960/t Pb and 2,768/t Zn for Year to Date 2025										​	​	​	​
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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​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	Continuing Operations									​	Discontinued Ops			​	Total
AISC Per Gold Equivalent Ounce Sold - Year to Date 2024	Lindero	****	Séguéla	****	Caylloma	****	Corporate	****	GEO AISC	****	Yaramoko	****	San Jose	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	72,664	​	56,651	​	45,374	​	-	​	174,689	​	75,890	​	72,761	​	323,340
Inventory net realizable value adjustment	-	​	-	​	-	​	-	​	-	​	1,777	​	-	​	1,777
Royalties and taxes	458	​	17,244	​	949	​	-	​	18,651	​	15,782	​	2,210	​	36,643
Worker's participation	-	​	-	​	1,361	​	-	​	1,361	​	-	​	-	​	1,361
General and administration	9,095	​	6,716	​	3,871	​	29,262	​	48,944	​	1,282	​	4,850	​	55,076
Total cash costs	82,217	​	80,611	​	51,555	​	29,262	​	243,645	​	94,731	​	79,821	​	418,197
Sustaining capital1	48,407	​	28,134	​	15,559	​	-	​	92,100	​	24,724	​	675	​	117,499
Blue chips gains (investing activities)1	(8,311)	​	-	​	-	​	-	​	(8,311)	​	-	​	-	​	(8,311)
All-in sustaining costs	122,313	​	108,745	​	67,114	​	29,262	​	327,434	​	119,455	​	80,496	​	527,385
Gold equivalent ounces sold	69,430	​	101,369	​	39,399	​	-	​	210,198	​	86,621	​	34,218	​	331,037
All-in sustaining costs per ounce	1,762	​	1,073	​	1,703	​	-	​	1,558	​	1,379	​	2,352	​	1,593
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.

​

Reconciliation of cost of sales to cash cost per payable ounce of silver equivalent sold for the three months ended June 30, 2025 and for the three and nine months ended September 30, 2025 and 2024

​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Q2 2025	****	Caylloma
Cost of sales	​	17,793
Depletion, depreciation, and amortization	​	(4,268)
Royalties and taxes	​	(295)
Other	​	(663)
Treatment and refining charges	​	28
Cash cost applicable per silver equivalent sold	​	12,595
Ounces of silver equivalent sold^1^	​	830,824
Cash cost per ounce of silver equivalent sold ($/oz)	​	15.16
^1^ Silver equivalent sold is calculated using a silver to lead ratio of 1:35.5 pounds, and silver to zinc ratio of 1:24.7 pounds.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures may not add due to rounding
​
​	​	​

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​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Q3 2025	****	Caylloma
Cost of sales	​	19,317
Depletion, depreciation, and amortization	​	(5,199)
Royalties and taxes	​	(287)
Other	​	(668)
Treatment and refining charges	​	416
Cash cost applicable per silver equivalent sold	​	13,579
Ounces of silver equivalent sold^1,2^	​	757,797
Cash cost per ounce of silver equivalent sold ($/oz)	​	17.92
^1^ Silver equivalent sold is calculated using a silver to gold ratio of 85.1:1, silver to lead ratio of 1:44.2 pounds, and silver to zinc ratio of 1:30.8 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 | 19

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​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Q3 2024	****	Caylloma
Cost of sales	​	19,820
Depletion, depreciation, and amortization	​	(4,465)
Royalties and taxes	​	(366)
Other	​	(279)
Treatment and refining charges	​	2,249
Cash cost applicable per silver equivalent sold	​	16,959
Ounces of silver equivalent sold^1,2^	​	1,139,823
Cash cost per ounce of silver equivalent sold ($/oz)	​	14.88
^1^ Silver equivalent sold 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 have been restated to remove Right of Use
Figures may not add due to rounding
​	​	​

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​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Year to Date 2025	****	Caylloma
Cost of sales	​	54,573
Depletion, depreciation, and amortization	​	(13,836)
Royalties and taxes	​	(822)
Other	​	(1,991)
Treatment and refining charges	​	494
Cash cost applicable per silver equivalent sold	​	38,418
Ounces of silver equivalent sold^1,2^	​	2,529,394
Cash cost per ounce of silver equivalent sold ($/oz)	​	15.19
^1^ Silver equivalent sold is calculated using a silver to gold ratio of 95.9:1, silver to lead ratio of 1:39.3 pounds, and silver to zinc ratio of 1:27.8 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 - Year to Date 2024	****	Caylloma
Cost of sales	​	53,164
Depletion, depreciation, and amortization	​	(11,647)
Royalties and taxes	​	(949)
Other	​	(960)
Treatment and refining charges	​	5,766
Cash cost applicable per silver equivalent sold	​	45,374
Ounces of silver equivalent sold^1,2^	​	3,372,741
Cash cost per ounce of silver equivalent sold ($/oz)	​	13.45
1 Silver equivalent sold 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 have been restated to remove Right of Use
Figures may not add due to rounding
​	​	​

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Fortuna | 20

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​

​ Reconciliation of all-in sustaining cash cost and all-in cash cost per payable ounce of silver equivalent sold for the three months ended June 30, 2025 and for the three and nine months ended September 30, 2025 and 2024

​	​	​
AISC Per Silver Equivalent Ounce Sold - Q2 2025	****	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	12,595
Royalties and taxes	​	295
Worker's participation	​	760
General and administration	​	1,672
Total cash costs	​	15,322
Sustaining capital^3^	​	2,729
All-in sustaining costs	​	18,051
Silver equivalent ounces sold^1^	​	830,824
All-in sustaining costs per ounce^2^	​	21.73
1 Silver equivalent sold is calculated using a silver to lead ratio of 1:35.5 pounds, and silver to zinc ratio of 1:24.7 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis
​	​	​

​

​	​	​
AISC Per Silver Equivalent Ounce Sold - Q3 2025	****	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	13,579
Royalties and taxes	​	287
Worker's participation	​	777
General and administration	​	830
Total cash costs	​	15,473
Sustaining capital^3^	​	3,604
All-in sustaining costs	​	19,077
Silver equivalent ounces sold^1,2^	​	757,797
All-in sustaining costs per ounce	​	25.17
1 Silver equivalent sold is calculated using a silver to gold ratio of 85.1:1, silver to lead ratio of 1:44.2 pounds, and silver to zinc ratio of 1:30.8 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 2024	****	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	16,959
Royalties and taxes	​	366
Worker's participation	​	472
General and administration	​	1,246
Total cash costs	​	19,043
Sustaining capital^3^	​	6,817
All-in sustaining costs	​	25,860
Silver equivalent ounces sold^1,2^	​	1,139,823
All-in sustaining costs per ounce	​	22.69
1 Silver equivalent sold 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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Fortuna | 21

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​

​

​	​	​
AISC Per Silver Equivalent Ounce Sold - Year to Date 2025	****	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	38,418
Royalties and taxes	​	822
Worker's participation	​	2,276
General and administration	​	4,957
Total cash costs	​	46,473
Sustaining capital^3^	​	8,578
All-in sustaining costs	​	55,051
Silver equivalent ounces sold^1,2^	​	2,529,394
All-in sustaining costs per ounce	​	21.76
1 Silver equivalent sold is calculated using a silver to gold ratio of 95.9:1, silver to lead ratio of 1:39.3 pounds, and silver to zinc ratio of 1:27.8 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis
​	​	​

​

​	​	​
AISC Per Silver Equivalent Ounce Sold - Year to Date 2024	****	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	45,374
Royalties and taxes	​	949
Worker's participation	​	1,361
General and administration	​	3,871
Total cash costs	​	51,555
Sustaining capital^3^	​	15,559
All-in sustaining costs	​	67,114
Silver equivalent ounces sold^1,2^	​	3,372,741
All-in sustaining costs per ounce	​	19.90
1 Silver equivalent sold 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
​	​	​

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Additional information regarding the Company’s financial results and ongoing activities is available in the unaudited condensed interim financial statements for the three and nine months ended September 30, 2025 and 2024 and accompanying Q3 2025 MD&A. These documents can be accessed on Fortuna’s website at www.fortunamining.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgarwww.sec.gov/edgar.

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 6, 2025, at 9:00 a.m. Pacific time | 12:00 p.m. Eastern time. Hosting the call will be Jorge A. Ganoza, President and CEO, Luis D. Ganoza, Chief Financial Officer, Cesar Velasco, Chief Operating Officer – Latin America, and David Whittle, Chief Operating Officer – West Africa.

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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.webcaster5.com/Webcast/Page/1696/53144 or over the phone by dialing in just prior to the starting time.

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Conference call details:

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Date: Thursday, November 6, 2025

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: 360013

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Replay number (Toll Free): +1.877.481.4010

Replay number (International): +1.919.882.2331

Replay passcode: 53144

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Playback of the earnings call will be available until Thursday, November 20, 2025. Playback of the webcast will be available until Friday, November 6, 2026. In addition, a transcript of the call will be archived on the Company’s website.

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About Fortuna Mining Corp.

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

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ON BEHALF OF THE BOARD

​

Jorge A. Ganoza

President, CEO, and Director

Fortuna Mining Corp.

Investor Relations:

Carlos Baca | [email protected] | 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 expectations regarding meeting annual production guidance and annual AISC guidance; and the estimated annual production guidance for the Séguéla Mine in 2026; the timing for the repair of the primary crusher at the Lindero Mine and that the measures that the Company has put in place to mitigate the risks related to same will be successful and will not have a material impact on the mine’s production guidance for the year; statements relating to the preliminary economic assessment for the Diamba Sud Gold Project, including the development of an open pit mine; the projected economics for the Project, including the net present value of the Project, the internal rate of return on the Project and the Project payback period; advancing the Diamba Sud Gold Project towards a definitive feasibility study and a construction decision in the first half of 2026;  the Company's business strategy, plans and outlook; the merit of the Company's mines and mineral properties; mineral resource and reserve estimates, metal recovery rates, concentrate grade and quality; changes in tax rates and tax laws, requirements for permits, anticipated approvals and other matters. Often, but not always, these Forward-looking Statements can be identified by the use of words such as "estimated", “expected”, “anticipated”, "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "planned", "reflecting", "will", "containing", "remaining", "to be", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.

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

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

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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 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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​ PEA Key Highlights

The following table summarizes the key assumptions, operational parameters, economic results, and AISC values from the PEA.

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Metrics		Results
Gold price		2,750
Life of mine		8.1
Total mineralized material mined^1^		17.75
Contained gold in mineralized material mined^1^		932
Strip ratio		5.5:1
Throughput initial 3 years (primarily oxide)		2.5
Throughput after 3 years (primarily fresh)		2.0
Head grade		1.63
Recoveries		90%
Gold production		​
Total Production over LOM		840
Average annual production, LOM		106
Average annual production, first 3 years		147
Per unit costs over LOM		​
Total mining costs		$4.82
Processing	/t, processed	$13.91
G&A	/t, processed	$6.70
Cash costs^1^		​
Average operating cash costs^2^, LOM		$1,081
Average operating cash costs^2^, first 3 years		$759
AISC^1^		​
Average AISC^2^, LOM		$1,238
Average AISC^2^, first 3 years		$904
Capital costs		​
Initial capital expenditure		$283
Sustaining capital, operations + Infrastructure (includes closure costs)		$48
NPV 5% , pre-tax (100% project basis)		$772
Pre-tax IRR		86%
NPV 5% , after-tax (100% project basis)		$563
After-tax IRR		72%
Payback period		0.8
Annual EBITDA^2^		​
Average EBITDA^2^ over LOM		$167
Average EBITDA^2^ over first 3 years		$277

All values are in US Dollars.

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Notes:

1.	The pit optimization shells used for the mining inventory were generated using a gold price of $2,300 per ounce.
2.	This is a non-IFRS financial measure. The definition and purpose of this non-IFRS financial measure is included in the Q3 2025 MD&A under the heading “Non-IFRS Measures. Non-IFRS financial measures have no standardized meaning under IFRS and therefore, may not be comparable to similar measures presented by other issuers.
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3.	Average operating cash costs and average AISC represent costs for projected production for the LOM at the time of gold sales.
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4.	The PEA is presented on a 100 percent project basis.  However, upon the granting of the exploitation permit, the Senegalese Government will be entitled to a 10 percent free-carried interest in the Project, with the right for the State to acquire an additional contributory interest of up to 25 percent.
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5.	The economic analysis was carried out using a discounted cash flow approach on a pre-tax and after-tax basis, based on the gold price of $2,750/oz.
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6.	The IRR on total investment that is presented in the economic analysis was calculated assuming a 100% ownership in Diamba Sud.
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7.	The NPV was calculated from the after-tax cash flow generated by the Project, based on a discounted rate of 5% and an effective date of October 10, 2025.
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8.	The PEA assumes that the percentage of certain royalties and taxes payable to the State, the percentage of the investment tax credit available to the company and the percentage payable to the social development fund will be in accordance with the provisions of the Mining Convention between Boya S.A. and the State of Senegal dated April 8, 2015. There can be no assurance that such provisions will not be renegotiated by the State as part of the exploitation permit approval process.
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9.	The PEA is preliminary in nature, and it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and, as such, there is no certainty that the PEA results will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
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​Further information regarding the PEA referenced in this news release, including details on data verification, key assumptions, parameters, opportunities, risks, and other factors, will be contained in a technical report prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects and filed on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov/edgar under the Company’s profile by November 28, 2025. Fortuna | 27

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