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 August 2024

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Commission File Number 001-35297

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Fortuna Mining Corp.

(Translation of registrant’s name into English)

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

(Address of principal executive office)

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

FORM 20-F   ¨FORM 40-F  þ

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

S-T Rule 101(b)(1):  ¨

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

S-T Rule 101(b)(7):  ¨

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SIGNATURES

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

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​<br><br>​<br><br>​<br><br>Date:  August 8, 2024	Fortuna Mining Corp.<br><br>(Registrant)<br><br>​<br><br>By:  /s/  "Jorge Ganoza Durant"<br><br>Jorge Ganoza Durant<br><br>President and CEO

Exhibits:

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99.1	****	Interim Financial Statements for the period ended June 30, 2024
99.2	​	Management’s Discussion and Analysis for the period ended June 30, 2024
99.3	​	CEO Certification
99.4	​	CFO Certification
99.5	​	News release dated August 7, 2024

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Exhibit 99.1

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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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For the three and six months ended

June 30, 2024 and 2023

(UNAUDITED)

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Fortuna Mining Corp.

Condensed Interim Consolidated Statements of Income

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

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​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended June 30,					​	​	Six months ended June 30,
​	Note		2024			2023			2024			2023
Sales	18	​	$	259,971	​	$	158,406	​	$	484,920	​	$	334,059
Cost of sales	19	​	​	180,039	​	​	126,539	​	​	335,079	​	​	261,764
Mine operating income	​	​	​	79,932	​	​	31,867	​	​	149,841	​	​	72,295
​	​	​	​	​	​	​	​	​	​	​	​	​	​
General and administration	20	​	​	22,415	​	​	14,587	​	​	40,645	​	​	29,533
Foreign exchange loss	​	​	​	1,372	​	​	1,960	​	​	5,487	​	​	3,532
Other expenses	​	​	​	730	​	​	7,597	​	​	1,159	​	​	7,644
​	​	​	​	24,517	​	​	24,144	​	​	47,291	​	​	40,709
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Operating income	​	​	​	55,415	​	​	7,723	​	​	102,550	​	​	31,586
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Investment gains	​	​	​	2,501	​	​	-	​	​	5,149	​	​	-
Interest and finance costs, net	21	​	​	(6,884)	​	​	(3,459)	​	​	(13,102)	​	​	(6,098)
Loss on derivatives	​	​	​	-	​	​	244	​	​	-	​	​	(1,182)
​	​	​	​	(4,383)	​	​	(3,215)	​	​	(7,953)	​	​	(7,280)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Income before income taxes	​	​	​	51,032	​	​	4,508	​	​	94,597	​	​	24,306
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Income taxes	​	​	​	​	​	​	​	​	​	​	​	​	​
Current income tax expense	​	​	​	23,657	​	​	1,448	​	​	40,002	​	​	10,445
Deferred income tax recovery	12	​	​	(15,965)	​	​	(412)	​	​	(17,812)	​	​	(1,465)
​	​	​	​	7,692	​	​	1,036	​	​	22,190	​	​	8,980
Net income for the period	​	​	$	43,340	​	$	3,472	​	$	72,407	​	$	15,326
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income attributable to:	​	​	​	​	​	​	​	​	​	​	​	​	​
Fortuna shareholders	​	​	$	40,629	​	$	3,137	​	$	66,879	​	$	14,014
Non-controlling interest	25	​	​	2,711	​	​	335	​	​	5,528	​	​	1,312
​	​	​	$	43,340	​	$	3,472	​	$	72,407	​	$	15,326
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Earnings per share	17	​	​	​	​	​	​	​	​	​	​	​	​
Basic	​	​	$	0.13	​	$	0.01	​	$	0.22	​	$	0.05
Diluted	​	​	$	0.13	​	$	0.01	​	$	0.22	​	$	0.05
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average number of common shares outstanding (000's)					​	​	​	​	​	​	​	​	​
Basic	​	​	​	306,004	​	​	290,761	​	​	306,237	​	​	290,503
Diluted	​	​	​	316,941	​	​	293,106	​	​	308,207	​	​	292,480

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

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​ Page | 1

Fortuna Mining Corp.

Condensed Interim Consolidated Statements of Comprehensive Income (Loss)

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

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​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended June 30,					​	Six months ended June 30,
​	Note		2024			2023			2024			2023
Net income for the period	​	​	$	43,340	​	$	3,472	​	$	72,407	​	$	15,326
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Items that will remain permanently in other comprehensive income (loss):	​	​	​	​	​	​	​	​	​	​	​	​	​
Changes in fair value of investments in equity securities, net of $nil tax	​	​	​	(10)	​	​	(20)	​	​	18	​	​	(21)
Items that may in the future be reclassified to profit or loss:	​	​	​	​	​	​	​	​	​	​	​	​	​
Currency translation adjustment, net of tax^1^	​	​	​	(38)	​	​	760	​	​	(1,192)	​	​	982
Changes in fair value of hedging instruments, net of $nil tax	​	​	​	-	​	​	(12)	​	​	-	​	​	-
Total other comprehensive (loss) income for the period	​	​	​	(48)	​	​	728	​	​	(1,174)	​	​	961
Comprehensive income for the period	​	​	$	43,292	​	$	4,200	​	$	71,233	​	$	16,287
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Comprehensive income attributable to:	​	​	​	​	​	​	​	​	​	​	​	​	​
Fortuna shareholders	​	​	​	40,581	​	​	3,865	​	​	65,705	​	​	14,975
Non-controlling interest	25	​	​	2,711	​	​	335	​	​	5,528	​	​	1,312
​	​	​	$	43,292	​	$	4,200	​	$	71,233	​	$	16,287

^1^ For the three and six months ended June 30, 2024, the currency translation adjustment is net of tax recoveries of $326 thousand and $285 thousand, respectively (2023 - expenses of $223 thousand and $275 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	****	June 30, 2024		****	December 31, 2023
ASSETS	​	​	​	​	​	​	​
CURRENT ASSETS	​	​	​	​	​	​	​
Cash and cash equivalents	​	​	$	105,597	​	$	128,148
Trade and other receivables	4	​	​	79,627	​	​	69,529
Inventories	5	​	​	130,567	​	​	115,825
Other current assets	6	​	​	68,274	​	​	19,823
​	​	​	​	384,065	​	​	333,325
NON-CURRENT ASSETS	​	​	​	​	​	​	​
Restricted cash	​	​	​	-	​	​	910
Mineral properties and property, plant and equipment	7	​	​	1,559,791	​	​	1,574,212
Other non-current assets	8	​	​	80,962	​	​	59,416
Total assets	​	​	$	2,024,818	​	$	1,967,863
​	​	​	​	​	​	​	​
LIABILITIES	​	​	​	​	​	​	​
CURRENT LIABILITIES	​	​	​	​	​	​	​
Trade and other payables	9	​	$	143,153	​	$	148,084
Current portion of debt	12	​	​	44,978	​	​	43,901
Income taxes payable	​	​	​	43,660	​	​	31,779
Current portion of lease obligations	11	​	​	14,410	​	​	14,941
Current portion of closure and reclamation provisions	14	​	​	7,562	​	​	5,065
​	​	​	​	253,763	​	​	243,770
NON-CURRENT LIABILITIES	​	​	​	​	​	​	​
Debt	12	​	​	122,190	​	​	162,946
Deferred tax liabilities	​	​	​	154,205	​	​	159,855
Closure and reclamation provisions	14	​	​	57,390	​	​	60,738
Lease obligations	11	​	​	42,540	​	​	42,460
Other non-current liabilities	13	​	​	4,547	​	​	9,973
Total liabilities	​	​	​	634,635	​	​	679,742
​	​	​	​	​	​	​	​
SHAREHOLDERS' EQUITY	​	​	​	​	​	​	​
Share capital	16	​	​	1,124,755	​	​	1,125,376
Reserves	​	​	​	55,618	​	​	25,342
Retained earnings	​	​	​	154,528	​	​	87,649
Equity attributable to Fortuna shareholders	​	​	​	1,334,901	​	​	1,238,367
Equity attributable to non-controlling interest	25	​	​	55,282	​	​	49,754
Total equity	​	​	​	1,390,183	​	​	1,288,121
​	​	​	​	​	​	​	​
Total liabilities and shareholders' equity	​	​	$	2,024,818	​	$	1,967,863

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Contingencies and Capital Commitments (Note 26)

Subsequent Events (Note 12(a))

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

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

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​ Page | 3

Fortuna Mining Corp.

Condensed Interim Consolidated Statements of Cash Flows

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

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​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended June 30,					​	Six months ended June 30,
​	Note		2024			2023		​	2024		​	2023
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Operating activities:	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income for the period	​	​	$	43,340	​	​	3,472	​	$	72,407	​	$	15,326
Items not involving cash	​	​	​	​	​	​	​	​	​	​	​	​	​
Depletion and depreciation	​	​	​	57,251	​	​	39,917	​	​	107,505	​	​	84,152
Accretion expense	21	​	​	2,269	​	​	1,784	​	​	4,383	​	​	3,134
Income taxes	​	​	​	7,692	​	​	1,036	​	​	22,190	​	​	8,980
Interest expense, net	21	​	​	4,615	​	​	1,674	​	​	8,719	​	​	2,937
Share-based payments, net of cash settlements	​	​	​	4,830	​	​	(594)	​	​	4,872	​	​	(897)
Inventory net realizable value adjustments	5	​	​	2,852	​	​	976	​	​	2,852	​	​	947
Inventory obsolescence adjustments	5	​	​	(221)	​	​	-	​	​	(227)	​	​	-
Unrealized foreign exchange (gain) loss	​	​	​	(1,272)	​	​	(403)	​	​	(4,990)	​	​	(617)
Investment gains	24	​	​	(2,501)	​	​	-	​	​	(5,149)	​	​	-
Unrealized gain on derivatives	​	​	​	-	​	​	(1,526)	​	​	(81)	​	​	(164)
Other	​	​	​	-	​	​	81	​	​	(361)	​	​	203
Closure and reclamation payments	14	​	​	(66)	​	​	(239)	​	​	(152)	​	​	(445)
Changes in working capital	24	​	​	(19,407)	​	​	2,660	​	​	(54,734)	​	​	(10,873)
Cash provided by operating activities	​	​	​	99,382	​	​	48,838	​	​	157,234	​	​	102,683
Income taxes paid	​	​	​	(20,550)	​	​	(3,513)	​	​	(26,441)	​	​	(16,417)
Interest paid	​	​	​	(6,077)	​	​	(1,839)	​	​	(9,941)	​	​	(2,300)
Interest received	​	​	​	773	​	​	743	​	​	1,623	​	​	1,400
Net cash provided by operating activities	​	​	​	73,528	​	​	44,229	​	​	122,475	​	​	85,366
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Investing activities:	​	​	​	​	​	​	​	​	​	​	​	​	​
Costs related to Chesser acquisition, net of cash acquired	​	​	​	-	​	​	(4,586)	​	​	-	​	​	(4,586)
Additions to mineral properties and property, plant and equipment	​	​	​	(50,392)	​	​	(67,484)	​	​	(91,732)	​	​	(128,413)
Contractor advances on Séguéla construction	​	​	​	-	​	​	(2,496)	​	​	-	​	​	(927)
Purchases of investments	24	​	​	(8,800)	​	​	-	​	​	(16,413)	​	​	-
Proceeds from sale of investments	24	​	​	11,300	​	​	-	​	​	21,561	​	​	-
Deposits on long term assets	​	​	​	418	​	​	1,345	​	​	(886)	​	​	1,691
Other investing activities	​	​	​	399	​	​	(17)	​	​	893	​	​	28
Cash used in investing activities	​	​	​	(47,075)	​	​	(73,238)	​	​	(86,577)	​	​	(132,207)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Financing activities:	​	​	​	​	​	​	​	​	​	​	​	​	​
Restricted cash - convertible debentures	6	​	​	(46,129)	​	​	-	​	​	(46,129)	​	​	-
Proceeds from credit facility	12	​	​	68,000	​	​	40,500	​	​	68,000	​	​	65,500
Repayment of credit facility	12	​	​	(193,000)	​	​	-	​	​	(233,000)	​	​	-
Convertible notes issued	12	​	​	172,500	​	​	-	​	​	172,500	​	​	-
Cost of financing - convertible notes	12	​	​	(5,207)	​	​	-	​	​	(5,207)	​	​	-
Repurchase of common shares	16	​	​	-	​	​	-	​	​	(3,535)	​	​	-
Payments of lease obligations	​	​	​	(5,619)	​	​	(2,834)	​	​	(10,553)	​	​	(5,830)
Cash (used in) provided by financing activities	​	​	​	(9,455)	​	​	37,666	​	​	(57,924)	​	​	59,670
Effect of exchange rate changes on cash and cash equivalents	​	​	​	877	​	​	36	​	​	(525)	​	​	102
Increase (decrease) in cash and cash equivalents during the period	​	​	​	17,875	​	​	8,693	​	​	(22,551)	​	​	12,931
Cash and cash equivalents, beginning of the period	​	​	​	87,722	​	​	84,731	​	​	128,148	​	​	80,493
Cash and cash equivalents, end of the period	​	​	$	105,597	​	$	93,424	​	$	105,597	​	$	93,424
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Cash and cash equivalents consist of:	​	​	​	​	​	​	​	​	​	​	​	​	​
Cash	​	​	$	73,495	​	$	82,147	​	$	73,495	​	$	82,147
Cash equivalents	​	​	​	32,102	​	​	11,277	​	​	32,102	​	​	11,277
Cash and cash equivalents, end of the period	​	​	$	105,597	​	$	93,424	​	$	105,597	​	$	93,424
Supplemental cash flow information (Note 24)	​	​	​	​	​	​	​	​	​	​	​	​	​

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

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​ Page | 4

Fortuna Mining Corp.

Condensed Interim Consolidated Statements of Changes in Equity

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

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​		​		​	​
​	​	​	Share capital				​	​	Reserves													​	​	​		​			​		​			​
​	Note	****	Number of common shares	​	Amount		****	Equity reserve		****	Hedging reserve		****	Fair value reserve		​	​	Equity component of convertible debt	****	Foreign currency reserve		****	Retained earnings		****		Non-controlling interest			****		Total equity
Balance at January 1, 2024	​	​	306,587,630	​	$	1,125,376	​	$	26,144	​	$	198	​	$	(998)	​	$	4,825	​	$	(4,827)	​	$	87,649	​			49,754		​			1,288,121
Total comprehensive income for the period	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​		​		​	​
Net income for the period	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	66,879	​		​	5,528		​		​	72,407
Other comprehensive loss for the period	​	​	-	​	​	-	​	​	-	​	​	-	​	​	18	​	​	-	​	​	(1,192)	​	​	-	​		​	-		​		​	(1,174)
Total comprehensive income for the period	​	​	-	​	​	-	​	​	-	​	​	-	​	​	18	​	​	-	​	​	(1,192)	​	​	66,879	​		​	5,528		​		​	71,233
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​		​		​	​
Transactions with owners of the Company	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​		​		​	​
Repurchase of common shares	16	​	(1,030,375)	​	​	(3,535)	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​		​	-		​		​	(3,535)
Shares issued on vesting of share units	​	​	556,785	​	​	2,914	​	​	(2,914)	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​		​	-		​		​	-
Share-based payments	15	​	-	​	​	-	​	​	2,033	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​		​	-		​		​	2,033
Equity portion of convertible notes, net of tax	12	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	32,331	​	​	-	​	​	-	​		​	-		​		​	32,331
​	​	​	(473,590)	​	​	(621)	​	​	(881)	​	​	-	​	​	-	​	​	32,331	​	​	-	​	​	-	​		​	-		​		​	30,829
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​		​		​	​
Balance at June 30, 2024	​	​	306,114,040	​	$	1,124,755	​	$	25,263	​	$	198	​	$	(980)	​	$	37,156	​	$	(6,019)	​	$	154,528	​			55,282		​			1,390,183
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​		​		​	​
Balance at January 1, 2023	​	​	290,221,971	​	$	1,076,342	​	$	28,850	​	$	198	​	$	(976)	​	$	4,825	​	$	(2,968)	​	$	138,485	​			43,940		​			1,288,696
Total comprehensive income for the period	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​		​		​	​
Net income for the period	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	14,014	​		​	1,312		​		​	15,326
Other comprehensive income for the period	​	​	-	​	​	-	​	​	-	​	​	-	​	​	(21)	​	​	-	​	​	982	​	​	-	​		​	-		​		​	961
Total comprehensive income for the period	​	​	-	​	​	-	​	​	-	​	​	-	​	​	(21)	​	​	-	​	​	982	​	​	14,014	​		​	1,312		​		​	16,287
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​		​		​	​
Transactions with owners of the Company	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​		​		​	​
Shares issued on vesting of share units	​	​	615,678	​	​	2,692	​	​	(2,692)	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​		​	-		​		​	-
Convertible debenture conversion	​	​	45,000	​	​	225	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​		​	-		​		​	225
Share-based payments	15	​	-	​	​	-	​	​	274	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​		​	-		​		​	274
​	​	​	660,678	​	​	2,917	​	​	(2,418)	​	​	-	​	​	-	​	​	-	​	​	-	​	​	-	​		​	-		​		​	499
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​		​		​	​
Balance at June 30, 2023	​	​	290,882,649	​	$	1,079,259	​	$	26,432	​	$	198	​	$	(997)	​	$	4,825	​	$	(1,986)	​	$	152,499	​			45,252		​			1,305,482

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 six months ended June 30, 2024 and 2023

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

​

1.   NATURE OF OPERATIONS

​

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

​

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

​

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

​

The Company’s registered office is located at Suite 650 - 200 Burrard Street, Vancouver, British Columbia, V6C 3L6, Canada.

​

​

2.   BASIS OF PRESENTATION

​

Statement of Compliance

​

These unaudited condensed interim consolidated financial statements (“interim financial statements”) were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting. They do not include all the information required for full annual financial statements. These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023, which include information necessary for understanding the Company’s business and financial presentation.

​

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

​

On August 7, 2024, the Company's Board of Directors approved these interim financial statements for issuance.

​

Basis of Measurement

​

These financial statements have been prepared on a going concern basis under the historical cost basis, except for those assets and liabilities that are measured at fair value (Note 23) at the end of each reporting period.

​

Adoption of new accounting standards

​

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

​ Page | 6

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

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

​

​

3 .   USE OF ESTIMATES, ASSUMPTIONS, AND JUDGEMENTS

​

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

​

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

​

In preparing these consolidated interim financial statements for the three and six months ended June 30, 2024, the Company applied the critical estimates, assumptions and judgements as disclosed in Note 4 of its audited consolidated financial statements for the year ended December 31, 2023.

​

4 .   TRADE AND OTHER RECEIVABLES

​

​	​	​	​	​	​	​
As at		June 30, 2024			December 31, 2023
Trade receivables from doré and concentrate sales	​	$	18,771	​	$	19,970
Advances and other receivables	​	​	4,497	​	​	5,189
Value added tax receivables	​	​	56,359	​	​	44,370
Trade and other receivables	​	$	79,627	​	$	69,529

​

The Company’s trade receivables from concentrate and doré sales are expected to be collected in accordance with the terms of the existing concentrate and doré sales contracts with its customers. No amounts were past due as at June 30, 2024.

​

As at June 30, 2024, current VAT (“Value Added Tax”) receivables include $15.3 million (December 31, 2023 - $7.5 million) for Argentina, $5.4 million (December 31, 2023 - $7.4 million) for Mexico, $13.1 million (December 31, 2023 - $5.1 million) for Côte d’Ivoire, and $20.8 million (December 31, 2023 - $22.7 million) for Burkina Faso. An additional $22.7 million of VAT receivable is classified as non-current (refer to Note 8).

​

VAT receivables from the fiscal authorities in Burkina Faso are not in dispute and are deemed to be fully recoverable. The most recent refund was received in July 2023. The Company is following the relevant process in Burkina Faso to recoup the VAT receivables and continue to engage with authorities to accelerate the repayment of the outstanding balance.

​ Page | 7

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

5 .   INVENTORIES

​

​	​	​	​	​	​	​	​
As at	Note		June 30, 2024			December 31, 2023
Concentrate stockpiles	​	​	$	3,166	​	$	1,328
Doré bars	​	​	​	4,601	​	​	273
Leach pad and gold-in-circuit	​	​	​	32,751	​	​	27,527
Ore stockpiles	​	​	​	80,284	​	​	73,015
Materials and supplies	​	​	​	59,973	​	​	53,235
Total inventories	​	​	$	180,775	​	$	155,378
Less: non-current portion	8	​	​	(50,208)	​	​	(39,553)
Current inventories	​	​	$	130,567	​	$	115,825

​

During the three and six months ended June 30, 2024, the Company expensed $160.4 million and $299.6 million of inventories to cost of sales (June 30, 2023 - $113.7 million and $235.6 million, respectively).

​

During the three and six months ended June 30, 2024, a charge of $2.9 million (June 30, 2023 - $1.0 million), including $1.1 million (June 30, 2023 - $0.6 million) related to depletion and depreciation, was recognized to reduce low grade stockpiles at Yaramoko to net realizable value.

​

6.   OTHER CURRENT ASSETS

​

​	​	​	​	​	​	​	​
As at	Note		June 30, 2024			December 31, 2023
Prepaid expenses	​	​	$	17,328	​	$	14,604
Income tax recoverable	​	​	​	4,728	​	​	5,113
Restricted cash	12(a)	​	​	46,129	​	​	-
Other	​	​	​	89	​	​	106
Other current assets	​	​	$	68,274	​	$	19,823

​

​

As at June 30, 2024, prepaid expenses include $13.4 million (December 31, 2023 - $8.8 million) related to deposits and advances to contractors.

​

​

7.   MINERAL PROPERTIES AND PROPERTY, PLANT AND EQUIPMENT

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Mineral Properties - Depletable	​	​	Mineral Properties - Non depletable	​	​	Construction in Progress	​	​	Property, Plant & Equipment	​	​	Total
COST	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as at December 31, 2023	​	​	$	1,511,621	​	$	272,956	​	$	44,218	​	$	941,528	​	$	2,770,323
Additions	​	​	​	43,144	​	​	18,299	​	​	30,668	​	​	8,786	​	​	100,897
Changes in closure and reclamation provision	​	​	​	(717)	​	​	-	​	​	-	​	​	(28)	​	​	(745)
Disposals and write-offs	​	​	​	-	​	​	-	​	​	-	​	​	(2,679)	​	​	(2,679)
Transfers	​	​	​	421	​	​	-	​	​	(7,240)	​	​	6,819	​	​	-
Balance as at June 30, 2024	​	​	$	1,554,469	​	$	291,255	​	$	67,646	​	$	954,426	​	$	2,867,796
ACCUMULATED DEPLETION AND IMPAIRMENT	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as at December 31, 2023	​	​	$	723,255	​	$	-	​	$	49	​	$	472,807	​	$	1,196,111
Disposals and write-offs	​	​	​	-	​	​	-	​	​	-	​	​	(2,534)	​	​	(2,534)
Depletion and depreciation	​	​	​	80,295	​	​	-	​	​	-	​	​	34,133	​	​	114,428
Balance as at June 30, 2024	​	​	$	803,550	​	$	-	​	$	49	​	$	504,406	​	$	1,308,005
Net Book Value as at June 30, 2024	​	​	$	750,919	​	$	291,255	​	$	67,597	​	$	450,020	​	$	1,559,791

​

As at June 30, 2024, non-depletable mineral properties include $100.8 million of exploration and evaluation assets (December 31, 2023 - $88.5 million).

​ Page | 8

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

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

​

As at June 30, 2024, property, plant and equipment include right-of-use assets with a net book value of $55.4 million (December 31, 2023 - $56.1 million). Related depletion and depreciation for the three and six months ended June 30, 2024, was $3.7 million and $7.2 million, respectively (June 30, 2023 - $2.4 million and $4.8 million, respectively).

​

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

​

​

​

8.   OTHER NON-CURRENT ASSETS

​

​	​	​	​	​	​	​	​
As at	Note		June 30, 2024			December 31, 2023
Ore stockpiles	5	​	$	50,208	​	$	39,553
Value added tax receivables	​	​	​	22,670	​	​	13,172
Income tax recoverable	​	​	​	1,132	​	​	1,170
Unamortized transaction costs	​	​	​	1,328	​	​	-
Other	​	​	​	5,624	​	​	5,521
Total other non-current assets	​	​	$	80,962	​	$	59,416

​

​

As at June 30, 2024, ore stockpiles include $45.6 million (December 31, 2023 - $39.6 million) at the Lindero mine and $4.6 million (December 31, 2023 - nil) at the Yaramoko mine.

​

As at June 30, 2024, non-current VAT receivables include $2.9 million (December 31, 2023 - $3.8 million) for Mexico and $19.8 million (December 31, 2023 - $9.4 million) for Burkina Faso.

​

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

​

​

​ Page | 9

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

9.   TRADE AND OTHER PAYABLES

​

​	​	​	​	​	​	​	​
As at	Note		June 30, 2024			December 31, 2023
Trade accounts payable	​	​	$	97,150	​	$	100,387
Payroll and related payables	​	​	​	21,394	​	​	21,896
Mining royalty payable	​	​	​	5,398	​	​	3,997
Other payables	​	​	​	9,490	​	​	15,112
Derivative liabilities	​	​	​	-	​	​	81
Share units payable	15(a)(b)(c)	​	​	9,721	​	​	6,611
Total trade and other payables	​	​	$	143,153	​	$	148,084

​

As at June 30, 2024, other payables include $5.4 million (December 31, 2023 - nil) of severance provisions for the anticipated closure of the San Jose mine. The non-current portion of the severance provision is included in other non-current liabilities (refer to Note 13).

​

​

10.   RELATED PARTY TRANSACTIONS

​

In addition to the related party transactions and balances disclosed elsewhere in these financial statements, the Company entered into the following related party transactions during the three and six months ended June 30, 2024 and 2023:

​

Key Management Personnel

​

Amounts paid to key management personnel were as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,					​	​	Six months ended June 30,
​	​	2024		​	2023		​	2024			2023
Salaries and benefits	​	$	2,038	​	$	1,985	​	$	4,969	​	$	4,814
Directors fees	​	​	214	​	​	207	​	​	429	​	​	414
Consulting fees	​	​	16	​	​	17	​	​	33	​	​	33
Share-based payments	​	​	3,539	​	​	565	​	​	5,280	​	​	1,825
​	​	$	5,807	​	$	2,774	​	$	10,711	​	$	7,086

​

​

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

​

​

11.   LEASE OBLIGATIONS

​

​	​	​	​	​	​	​
​	​	Minimum lease payments
As at		June 30, 2024			December 31, 2023
Less than one year	​	$	20,889	​	$	20,339
Between one and five years	​	​	42,034	​	​	44,677
More than five years	​	​	7,571	​	​	6,457
​	​	​	70,494	​	​	71,473
Less: future finance charges	​	​	(13,544)	​	​	(14,072)
Present value of lease obligations	​	​	56,950	​	​	57,401
Less: Current portion	​	​	(14,410)	​	​	(14,941)
Non-current portion	​	$	42,540	​	$	42,460

​

​

​ Page | 10

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

12.   DEBT

​

The following table summarizes the changes in debt:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Credit <br>facility	​	​	2019 Convertible debentures	​	​	2024 Convertible notes	​	Total
Balance at December 31, 2022	​	​	$	177,020	​	$	42,155	​	$	-	$	219,175
Convertible debenture conversion	​	​	​	-	​	​	(225)	​	​	-	​	(225)
Drawdown	​	​	​	75,500	​	​	-	​	​	-	​	75,500
Amortization of discount	​	​	​	926	​	​	1,971	​	​	-	​	2,897
Payments	​	​	​	(90,500)	​	​	-	​	​	-	​	(90,500)
Balance at December 31, 2023	​	​	​	162,946	​	​	43,901	​	​	-	​	206,847
Proceeds from debentures	​	​	​	-	​	​	-	​	​	172,500	​	172,500
Drawdown	​	​	​	68,000	​	​	-	​	​	-	​	68,000
Transaction costs	​	​	​	-	​	​	-	​	​	(6,430)	​	(6,430)
Portion allocated to equity	​	​	​	-	​	​	-	​	​	(46,004)	​	(46,004)
Transaction costs allocated to equity	​	​	​	-	​	​	-	​	​	1,715	​	1,715
Amortization of discount	​	​	​	726	​	​	1,077	​	​	409	​	2,212
Payments	​	​	​	(233,000)	​	​	-	​	​	-	​	(233,000)
Transaction costs transferred to non-current assets	​	​	​	1,328	​	​	-	​	​	-	​	1,328
Balance at June 30, 2024	​	​	$	-	​	$	44,978	​	$	122,190	$	167,168
Less: Current portion	​	​	​	-	​	​	(44,978)	​	​	-	​	(44,978)
Non-current portion	​	​	$	-	​	$	-	​	$	122,190	$	122,190

​

​

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

​

(a)	2019 Convertible Debentures

​

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

​

On the Redemption Date, an aggregate principal amount of $9.8 million of the 2019 Convertible Debentures was redeemed in cash. An aggregate principal amount of $35.9 million of the 2019 Convertible Debentures was converted into 7,184,000 common shares in the capital of the Company at a conversion price of $5.00 per common share, occurring after June 30, 2024, but prior to the Redemption Date. In addition, an aggregate of $0.4 million, representing all accrued and unpaid interest in respect of the 2019 Convertible Debentures up to but excluding the Redemption Date, was paid to the holders of the 2019 Convertible Debentures on the Redemption Date. As a result, $35.9 million of Redemption Funds was returned to the Company by the Debenture Trustee.

​

​ Page | 11

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

(b)    2024 Convertible Notes

​

On June 10, 2024, the Company issued the 2024 Convertible Notes and received gross proceeds of $172.5 million, before transaction costs of $6.4 million. The 2024 Convertible Notes mature on June 30, 2029, and bear interest at 3.75% per annum, payable semi-annually in arrears on June 30 and December 31 of each year, beginning December 31, 2024.

​

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

​

A fundamental change includes the following occurrences:

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

​

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

​

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

​

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

​

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

​ Page | 12

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

The amount allocated to the liability component, net of transaction costs, of $121.8 million will be accreted to the face value of the 2024 Convertible Notes over the term to maturity using the effective interest method with an EIR of 12.1%.

​

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

​

13.   OTHER NON-CURRENT LIABILITIES

​

​	​	​	​	​	​	​	​
As at	Note		June 30, 2024			December 31, 2023
Restricted share units	15(b)	​	$	2,350	​	$	2,648
Other	​	​	​	2,197	​	​	7,325
Total other non-current liabilities	​	​	$	4,547	​	$	9,973

​

​

As at June 30, 2024, other non-current liabilities include $2.1 million (December 31, 2023 - $6.4 million) of severance provisions for the anticipated closure of the San Jose mine. The current portion of the severance provision is recorded as other payables (refer to Note 9).

​

14.   CLOSURE AND RECLAMATION PROVISIONS

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Closure and Reclamation Provisions
​	​	****	Caylloma Mine		****	San Jose Mine		​	Lindero Mine		​	****	Yaramoko Mine	​	​	Séguéla Mine	​	​	Total
Balance as at December 31, 2023	​	​	$	15,950	​	$	10,358	​	$	14,485	​	$	14,233	​	$	10,777	​	$	65,803
Changes in estimate	​	​	​	(197)	​	​	(905)	​	​	(104)	​	​	(250)	​	​	(194)	​	​	(1,650)
Reclamation expenditures	​	​	​	(68)	​	​	(84)	​	​	-	​	​	-	​	​	-	​	​	(152)
Accretion	​	​	​	459	​	​	523	​	​	306	​	​	313	​	​	217	​	​	1,818
Effect of changes in foreign exchange rates	​	​	​	-	​	​	(867)	​	​	-	​	​	-	​	​	-	​	​	(867)
Balance as at June 30, 2024	​	​	​	16,144	​	​	9,025	​	​	14,687	​	​	14,296	​	​	10,800	​	​	64,952
Less: Current portion	​	​	​	(6,243)	​	​	(1,319)	​	​	-	​	​	-	​	​	-	​	​	(7,562)
Non-current portion	​	​	$	9,901	​	$	7,706	​	$	14,687	​	$	14,296	​	$	10,800	​	$	57,390
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Closure and Reclamation Provisions
​	​	​	Caylloma<br>Mine			San Jose<br>Mine		​	Lindero<br>Mine		​		Yaramoko Mine	​	​	Séguéla<br>Mine	​	​	Total
Balance as at December 31, 2022	​	​	$	13,956	​	$	7,670	​	$	11,514	​	$	13,375	​	$	6,790	​	$	53,305
Changes in estimate	​	​	​	2,215	​	​	949	​	​	2,442	​	​	261	​	​	3,692	​	​	9,559
Reclamation expenditures	​	​	​	(1,011)	​	​	(192)	​	​	-	​	​	-	​	​	-	​	​	(1,203)
Accretion	​	​	​	790	​	​	777	​	​	529	​	​	597	​	​	295	​	​	2,988
Effect of changes in foreign exchange rates	​	​	​	-	​	​	1,154	​	​	-	​	​	-	​	​	-	​	​	1,154
Balance as at December 31, 2023	​	​	​	15,950	​	​	10,358	​	​	14,485	​	​	14,233	​	​	10,777	​	​	65,803
Less: Current portion	​	​	​	(3,804)	​	​	(1,261)	​	​	-	​	​	-	​	​	-	​	​	(5,065)
Non-current portion	​	​	$	12,146	​	$	9,097	​	$	14,485	​	$	14,233	​	$	10,777	​	$	60,738

​ Page | 13

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Closure and Reclamation Provisions
​	​	​	Caylloma<br>Mine		​	San Jose<br>Mine		​	Lindero<br>Mine		​	​	Yaramoko<br>Mine	​	​	Séguéla<br>Mine	​	​	Total
Undiscounted uninflated estimated cash flows	​	​	$	16,727	​	$	11,005	​	$	16,191	​	$	14,667	​	$	12,740	​	$	71,330
Discount rate	​	​	​	5.92%	​	​	10.23%	​	​	4.64%	​	​	4.71%	​	​	4.36%	​	​	​
Inflation rate	​	​	​	3.20%	​	​	4.18%	​	​	2.44%	​	​	2.20%	​	​	2.63%	​	​	​

​

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

​

​

15.   SHARE BASED PAYMENTS

​

During the three and six months ended June 30, 2024, the Company recognized share-based payments of $5.8 million and $8.0 million, respectively, (June 30, 2023 - $1.2 million and $3.3 million, respectively) related to the amortization of deferred, restricted and performance share units, and $nil (June 30, 2023 - $nil) related to amortization of stock options.

​

(a)	Deferred Share Units (DSUs)

​

​	​	​	​	​	​
​		Cash Settled
​	Number of DSUs		​	Fair Value
Outstanding, December 31, 2022	​	922,698	​	$	3,468
Granted	​	125,802	​	​	431
Changes in fair value	​	-	​	​	144
Outstanding, December 31, 2023	​	1,048,500	​	​	4,043
Granted	​	135,316	​	​	438
Changes in fair value	​	-	​	​	1,305
Outstanding, June 30, 2024	​	1,183,816	​	$	5,786

​

(b)	Restricted Share Units (RSUs)

​

​	​	​	​	​	​	​	​
​	​	Cash Settled				​	Equity Settled
​	Number of RSUs			Fair Value		Number of RSUs
Outstanding, December 31, 2022	​	1,948,709	​	$	3,840	​	705,855
Granted	​	1,716,286	​	​	5,887	​	-
Units paid out in cash	​	(1,214,393)	​	​	(4,812)	​	-
Vested and paid out in shares	​	-	​	​	-	​	(297,275)
Transferred from equity to cash settled	​	406,487	​	​	-	​	(406,487)
Forfeited or cancelled	​	(188,892)	​	​	-	​	(2,093)
Changes in fair value and vesting	​	-	​	​	301	​	-
Outstanding, December 31, 2023	​	2,668,197	​	​	5,216	​	-
Granted	​	1,956,611	​	​	6,333	​	-
Units paid out in cash	​	(815,303)	​	​	(2,771)	​	-
Forfeited or cancelled	​	(111,591)	​	​	(206)	​	-
Changes in fair value and vesting	​	-	​	​	(2,287)	​	-
Outstanding, June 30, 2024	​	3,697,914	​	​	6,285	​	-
Less: current portion	​	​	​	​	(3,935)	​	​
Non-current portion	​	​	​	$	2,350	​	​

​ Page | 14

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

(c)    Performance Share Units (PSUs)

​

​	​	​	​	​	​	​	​
​	​	Cash Settled				​	Equity Settled
​	Number of PSUs			Fair Value		​	Number of PSUs
Outstanding, December 31, 2022	​	-	​	$	-	​	1,839,456
Granted	​	-	​	​	-	​	844,187
Forfeited or cancelled	​	-	​	​	-	​	(152,729)
Transferred from equity to cash settled	​	340,236	​	​	-	​	(340,236)
Units paid out in cash	​	(340,236)	​	​	(1,240)	​	-
Vested and paid out in shares	​	-	​	​	-	​	(350,666)
Changes in fair value and vesting	​	-	​	​	1,240	​	-
Outstanding, December 31, 2023	​	-	​	​	-	​	1,840,012
Granted	​	-	​	​	-	​	1,038,383
Forfeited or cancelled	​	-	​	​	-	​	(233,859)
Vested and paid out in shares	​	-	​	​	-	​	(556,785)
Outstanding, June 30, 2024	​	-	​	$	-	​	2,087,751

​

(d)    Stock Options

​

The Company’s Stock Option Plan, as amended and approved from time to time, permits the Company to issue up to 12,200,000 stock options. As at June 30, 2024, a total of 2,950,529 stock options are available for issuance under the plan.

​

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

​

​

16.   SHARE CAPITAL

​

Authorized Share Capital

​

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

​

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

​

On April 30, 2024, the Company announced a renewal of its NCIB pursuant to which the Company can purchase up to five percent of its outstanding common shares. Under the NCIB, purchases of common shares may be made through the facilities of the TSX, the NYSE and/or alternative Canadian trading systems. The share repurchase program started on May 2, 2024 and will end on the earlier of May 1, 2025; the date the Company acquires the maximum number of common shares allowable under the NCIB; or the date the Company otherwise decides not to make any further repurchases under the NCIB.

​

​ Page | 15

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

17.    EARNINGS PER SHARE

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,					​	​	Six months ended June 30,
​	​	​	2024	​	2023			2024			2023
Basic:	​	​	​	​	​	​	​	​	​	​	​	​
Net income attributable to Fortuna shareholders	​	$	40,629	​	$	3,137	​	$	66,879	​	$	14,014
Weighted average number of shares (000's)	​	​	306,004	​	​	290,761	​	​	306,237	​	​	290,503
Earnings per share - basic	​	$	0.13	​	$	0.01	​	$	0.22	​	$	0.05

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,					​	​	Six months ended June 30,
​	​	​	2024	​	2023			2024			2023
Diluted:	​	​	​	​	​	​	​	​	​	​	​	​
Net income attributable to Fortuna shareholders	​	$	40,629	​	$	3,137	​	$	66,879	​	$	14,014
Add: finance costs on convertible debt^1^	​	​	777	​	​	-	​	​	-	​	​	-
Diluted net income for the period	​	$	41,406	​	$	3,137	​	$	66,879	​	$	14,014
​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average number of shares (000's)	​	​	306,004	​	​	290,761	​	​	306,237	​	​	290,503
Incremental shares from dilutive potential shares	​	​	10,937	​	​	2,345	​	​	1,970	​	​	1,977
Weighted average diluted number of shares (000's)	​	​	316,941	​	​	293,106	​	​	308,207	​	​	292,480
Earnings per share - diluted	​	$	0.13	​	$	0.01	​	$	0.22	​	$	0.05

^1^ For the three and six months ended June 30, 2024, finance costs on convertible debt are net of tax of $287 thousand and $0 respectively (June 30, 2023 – nil)

​

For the three months ended June 30, 2024, 9,143,000 (three months ended June 30, 2023 - 9,143,000 excluded) potential shares issuable on conversion of the 2019 Convertible Debentures were included in the diluted earnings per share calculation, but for the six months ended June 30, 2024, 9,143,000 (six months ended June 30, 2023 - 9,143,000 excluded) potential shares issuable were excluded from the diluted earnings per share calculation.

​

For the three and six months ended June 30, 2024, 1,794,428 (June 30, 2023 - nil) share units and 26,172,045 (June 30, 2023 - nil) potential shares issuable on conversion of the 2024 Convertible Notes were excluded from the diluted earnings per share calculation. Items were excluded from the diluted earnings per share calculations when their effect would have been anti-dilutive.

​ Page | 16

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

18.   SALES

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30, 2024
​	​	​	Peru	​	​	Mexico	​	​	Argentina	​	Burkina Faso	​	​	Côte d'Ivoire	​	​	Total
Silver-gold concentrates	​	$	-	​	$	28,848	​	$	-	$	-	​	$	-	​	$	28,848
Silver-lead concentrates	​	​	15,566	​	​	-	​	​	-	​	-	​	​	-	​	​	15,566
Zinc concentrates	​	​	12,056	​	​	-	​	​	-	​	-	​	​	-	​	​	12,056
Gold doré	​	​	-	​	​	-	​	​	50,059	​	73,420	​	​	77,198	​	​	200,677
Provisional pricing adjustments	​	​	1,408	​	​	1,416	​	​	-	​	-	​	​	-	​	​	2,824
Sales to external customers	​	$	29,030	​	$	30,264	​	$	50,059	$	73,420	​	$	77,198	​	$	259,971
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30, 2023
​	​	​	Peru	​	​	Mexico	​	​	Argentina	​	Burkina Faso	​	​	Côte d'Ivoire	​	​	Total
Silver-gold concentrates	​	$	-	​	$	29,815	​	$	-	$	-	​	$	-	​	$	29,815
Silver-lead concentrates	​	​	17,206	​	​	-	​	​	-	​	-	​	​	-	​	​	17,206
Zinc concentrates	​	​	10,513	​	​	-	​	​	-	​	-	​	​	-	​	​	10,513
Gold doré	​	​	-	​	​	-	​	​	51,994	​	51,275	​	​	-	​	​	103,269
Provisional pricing adjustments	​	​	(2,066)	​	​	(331)	​	​	-	​	-	​	​	-	​	​	(2,397)
Sales to external customers	​	$	25,653	​	$	29,484	​	$	51,994	$	51,275	​	$	-	​	$	158,406

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six months ended June 30, 2024
​	​	​	Peru	​	​	Mexico	​	​	Argentina	​	Burkina Faso	​	​	Côte d'Ivoire	​	​	Total
Silver-gold concentrates	​	$	-	​	$	52,745	​	$	-	$	-	​	$	-	​	$	52,745
Silver-lead concentrates	​	​	31,547	​	​	-	​	​	-	​	-	​	​	-	​	​	31,547
Zinc concentrates	​	​	22,931	​	​	-	​	​	-	​	-	​	​	-	​	​	22,931
Gold doré	​	​	-	​	​	-	​	​	95,271	​	130,331	​	​	149,359	​	​	374,961
Provisional pricing adjustments	​	​	1,174	​	​	1,562	​	​	-	​	-	​	​	-	​	​	2,736
Sales to external customers	​	$	55,652	​	$	54,307	​	$	95,271	$	130,331	​	$	149,359	​	$	484,920
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six months ended June 30, 2023
​	​	​	Peru	​	​	Mexico	​	​	Argentina	​	Burkina Faso	​	​	Côte d'Ivoire	​	​	Total
Silver-gold concentrates	​	$	-	​	$	71,868	​	$	-	$	-	​	$	-	​	$	71,868
Silver-lead concentrates	​	​	29,838	​	​	-	​	​	-	​	-	​	​	-	​	​	29,838
Zinc concentrates	​	​	23,065	​	​	-	​	​	-	​	-	​	​	-	​	​	23,065
Gold doré	​	​	-	​	​	-	​	​	103,232	​	107,229	​	​	-	​	​	210,461
Provisional pricing adjustments	​	​	(1,496)	​	​	323	​	​	-	​	-	​	​	-	​	​	(1,173)
Sales to external customers	​	$	51,407	​	$	72,191	​	$	103,232	$	107,229	​	$	-	​	$	334,059

​ Page | 17

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,					​	Six months ended June 30,
​	​	2024		​	2023		​	2024		​	2023
Customer 1	​	$	77,198	​	$	-	​	$	149,359	​	$	-
Customer 2	​	​	73,420	​	​	51,275	​	​	130,331	​	​	107,229
Customer 3	​	​	50,058	​	​	51,995	​	​	95,271	​	​	103,232
Customer 4	​	​	29,031	​	​	25,653	​	​	55,652	​	​	51,407
Customer 5	​	​	16,127	​	​	12,826	​	​	30,464	​	​	35,138
Customer 6	​	​	14,137	​	​	16,657	​	​	23,843	​	​	37,053
​	​	$	259,971	​	$	158,406	​	$	484,920	​	$	334,059

​

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

​

During the three and six months ended June 30, 2024, the Company recognized $nil of realized losses on the settlement of forward sale and collar contracts (June 30, 2023 - $1.4 million and $1.4 million realized losses), and $nil unrealized losses from changes in the fair value of the open positions (June 30, 2023 - $1.6 million and $0.3 million unrealized gains).

​

​

​

19.   COST OF SALES

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,					​	Six months ended June 30,
​	​	2024		​	2023		​	2024		​	2023
Direct mining costs	​	$	85,072	​	$	63,091	​	$	157,072	​	$	130,094
Salaries and benefits	​	​	22,996	​	​	14,748	​	​	44,768	​	​	29,681
Workers' participation	​	​	390	​	​	165	​	​	742	​	​	627
Depletion and depreciation	​	​	56,101	​	​	39,893	​	​	105,946	​	​	84,034
Royalties and other taxes	​	​	12,850	​	​	8,495	​	​	23,926	​	​	17,206
Other	​	​	2,630	​	​	147	​	​	2,625	​	​	122
Cost of sales	​	$	180,039	​	$	126,539	​	$	335,079	​	$	261,764

​

For the three and six months ended June 30, 2024, depletion and depreciation include $3.6 million and $7.0 million, respectively, of depreciation related to right-of-use assets (June 30, 2023 - $2.1 million and $4.4 million, respectively).

​

20.   GENERAL AND ADMINISTRATION

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,					​	Six months ended June 30,
​	​	2024		​	2023		​	2024		​	2023
General and administration	​	$	16,508	​	$	13,437	​	$	32,491	​	$	26,173
Workers' participation	​	​	86	​	​	26	​	​	157	​	​	98
​	​	​	16,594	​	​	13,463	​	​	32,648	​	​	26,271
Share-based payments	​	​	5,821	​	​	1,124	​	​	7,997	​	​	3,262
General and administration	​	$	22,415	​	$	14,587	​	$	40,645	​	$	29,533

​

​

​

​

​ Page | 18

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

21.   INTEREST AND FINANCE COSTS, NET

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,					​	Six months ended June 30,
​	​	2024			2023			2024			2023
Interest income	​	$	773	​	$	742	​	$	1,623	​	$	1,400
Interest expense	​	​	(5,205)	​	​	(2,351)	​	​	(9,981)	​	​	(4,193)
Bank stand-by and commitment fees	​	​	(183)	​	​	(65)	​	​	(361)	​	​	(170)
Accretion expense	​	​	(1,173)	​	​	(708)	​	​	(2,231)	​	​	(1,411)
Lease liabilities	​	​	(1,096)	​	​	(1,077)	​	​	(2,152)	​	​	(1,724)
​	​	$	(6,884)	​	$	(3,459)	​	$	(13,102)	​	$	(6,098)

​

During the three and six months ended June 30, 2024, the Company capitalized $nil of interest related to the construction of the Séguéla Mine (June 30, 2023 - $3.7 million and $6.5 million, respectively). The Company stopped capitalizing interest expenses associated with the project on July 1, 2023.

​

22.   SEGMENTED INFORMATION

​

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

​

The following summary describes the operations of each reportable segment:

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30, 2024
​	​	​	Mansfield	​	​	Sanu	​	​	Sango	​	​	Cuzcatlan	​	​	Bateas	​	​	Corporate	​	​	Total
Revenues from external customers	​	$	50,059	​	$	73,420	​	$	77,198	​	$	30,264	​	$	29,030	​	$	-	​	$	259,971
Cost of sales before depreciation and depletion	​	​	(24,431)	​	​	(37,055)	​	​	(24,424)	​	​	(24,993)	​	​	(13,035)	​	​	-	​	​	(123,938)
Depreciation and depletion in cost of sales	​	​	(11,579)	​	​	(13,784)	​	​	(27,006)	​	​	(531)	​	​	(3,201)	​	​	-	​	​	(56,101)
General and administration	​	​	(3,290)	​	​	(182)	​	​	(3,171)	​	​	(1,590)	​	​	(1,511)	​	​	(12,671)	​	​	(22,415)
Other (expenses) income	​	​	(886)	​	​	(1,258)	​	​	(250)	​	​	373	​	​	150	​	​	(231)	​	​	(2,102)
Finance items	​	​	1,625	​	​	19	​	​	(819)	​	​	(312)	​	​	(140)	​	​	(4,756)	​	​	(4,383)
Segment income (loss) before taxes	​	​	11,498	​	​	21,160	​	​	21,528	​	​	3,211	​	​	11,293	​	​	(17,658)	​	​	51,032
Income taxes	​	​	(1,520)	​	​	(3,240)	​	​	(8,332)	​	​	-	​	​	(5,222)	​	​	10,622	​	​	(7,692)
Segment income (loss) after taxes	​	$	9,978	​	$	17,920	​	$	13,196	​	$	3,211	​	$	6,071	​	$	(7,036)	​	$	43,340
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30, 2023
​	​	​	Mansfield	​	​	Sanu	​	​	Sango	​	​	Cuzcatlan	​	​	Bateas	​	​	Corporate	​	​	Total
Revenues from external customers	​	$	51,995	​	$	51,275	​	$	-	​	$	29,483	​	$	25,653	​	$	-	​	$	158,406
Cost of sales before depreciation and depletion	​	​	(28,407)	​	​	(22,073)	​	​	-	​	​	(20,835)	​	​	(15,331)	​	​	-	​	​	(86,646)
Depreciation and depletion in cost of sales	​	​	(11,873)	​	​	(16,280)	​	​	-	​	​	(8,531)	​	​	(3,209)	​	​	-	​	​	(39,893)
General and administration	​	​	(2,525)	​	​	(609)	​	​	16	​	​	(1,741)	​	​	(1,385)	​	​	(8,343)	​	​	(14,587)
Other (expenses) income	​	​	(1,442)	​	​	(2,899)	​	​	(64)	​	​	(4,646)	​	​	(3)	​	​	(503)	​	​	(9,557)
Finance items	​	​	(716)	​	​	(243)	​	​	(873)	​	​	(180)	​	​	21	​	​	(1,224)	​	​	(3,215)
Segment income (loss) before taxes	​	​	7,032	​	​	9,171	​	​	(921)	​	​	(6,450)	​	​	5,746	​	​	(10,070)	​	​	4,508
Income taxes	​	​	(810)	​	​	(1,968)	​	​	-	​	​	3,945	​	​	(635)	​	​	(1,568)	​	​	(1,036)
Segment income (loss) after taxes	​	$	6,222	​	$	7,203	​	$	(921)	​	$	(2,505)	​	$	5,111	​	$	(11,638)	​	$	3,472

​ Page | 19

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six months ended June 30, 2024
​	​	​	Mansfield	​	​	Sanu	​	​	Sango	​	​	Cuzcatlan	****	​	Bateas	​	​	Corporate	****	​	Total
Revenues from external customers	​	$	95,271	​	$	130,331	​	$	149,359	​	$	54,307	​	$	55,652	​	$	-	​	$	484,920
Cost of sales before depreciation and depletion	​	​	(46,899)	​	​	(61,791)	​	​	(45,586)	​	​	(48,327)	​	​	(26,533)	​	​	3	​	​	(229,133)
Depreciation and depletion in cost of sales	​	​	(23,160)	​	​	(23,999)	​	​	(51,054)	​	​	(921)	​	​	(6,812)	​	​	-	​	​	(105,946)
General and administration	​	​	(6,181)	​	​	(732)	​	​	(4,503)	​	​	(3,048)	​	​	(2,819)	​	​	(23,362)	​	​	(40,645)
Other (expenses) income	​	​	(1,489)	​	​	(3,207)	​	​	(3,090)	​	​	321	​	​	199	​	​	620	​	​	(6,646)
Finance items	​	​	3,843	​	​	(275)	​	​	(1,417)	​	​	(507)	​	​	(312)	​	​	(9,285)	​	​	(7,953)
Segment income (loss) before taxes	​	​	21,385	​	​	40,327	​	​	43,709	​	​	1,825	​	​	19,375	​	​	(32,024)	​	​	94,597
Income taxes	​	​	(2,506)	​	​	(7,236)	​	​	(14,306)	​	​	896	​	​	(8,016)	​	​	8,978	​	​	(22,190)
Segment income (loss) after taxes	​	$	18,879	​	$	33,091	​	$	29,403	​	$	2,721	​	$	11,359	​	$	(23,046)	​	$	72,407
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six months ended June 30, 2023
​	​	​	Mansfield		​	Sanu		​	Sango	​	​	Cuzcatlan		​	Bateas	​	​	Corporate		​	Total
Revenues from external customers	​	$	103,232	​	$	107,229	​	$	-	​	$	72,191	​	$	51,407	​	$	-	​	$	334,059
Cost of sales before depreciation and depletion	​	​	(56,940)	​	​	(49,569)	​	​	-	​	​	(43,445)	​	​	(27,776)	​	​	-	​	​	(177,730)
Depreciation and depletion in cost of sales	​	​	(25,065)	​	​	(33,647)	​	​	-	​	​	(18,444)	​	​	(6,878)	​	​	-	​	​	(84,034)
General and administration	​	​	(4,542)	​	​	(1,498)	​	​	(86)	​	​	(3,639)	​	​	(2,625)	​	​	(17,143)	​	​	(29,533)
Other (expenses) income	​	​	(2,419)	​	​	1,449	​	​	(146)	​	​	(5,717)	​	​	(74)	​	​	(4,269)	​	​	(11,176)
Finance items	​	​	(1,387)	​	​	(445)	​	​	(965)	​	​	(919)	​	​	113	​	​	(3,677)	​	​	(7,280)
Segment income (loss) before taxes	​	​	12,879	​	​	23,519	​	​	(1,197)	​	​	27	​	​	14,167	​	​	(25,089)	​	​	24,306
Income taxes	​	​	(1,643)	​	​	(3,349)	​	​	-	​	​	2,225	​	​	(2,980)	​	​	(3,233)	​	​	(8,980)
Segment income (loss) after taxes	​	$	11,236	​	$	20,170	​	$	(1,197)	​	$	2,252	​	$	11,187	​	$	(28,322)	​	$	15,326

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
As at June 30, 2024	​	​	Mansfield	****	​	Sanu	****	​	Sango	​	​	Cuzcatlan	****	​	Bateas	​	​	Corporate	****	​	Total
Total assets	​	$	513,789	​	$	234,546	​	$	934,386	​	$	57,683	​	$	152,480	​	$	131,934	​	$	2,024,818
Total liabilities	​	$	49,416	​	$	58,673	​	$	244,520	​	$	28,668	​	$	52,017	​	$	201,341	​	$	634,635
Capital expenditures^1^	​	$	30,465	​	$	16,018	​	$	31,482	​	$	4,476	​	$	8,034	​	$	10,422	​	$	100,897
^1^Capital expenditures are on an accrual basis for the six months ended June 30, 2024
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
As at December 31, 2023	​	​	Mansfield		​	Sanu		​	Sango	​	​	Cuzcatlan		​	Bateas	​	​	Corporate		​	Total
Total assets	​	$	491,213	​	$	228,335	​	$	976,169	​	$	58,501	​	$	139,161	​	$	74,484	​	$	1,967,863
Total liabilities	​	$	53,175	​	$	59,043	​	$	243,532	​	$	36,955	​	$	49,944	​	$	237,093	​	$	679,742
Capital expenditures^1^	​	$	44,667	​	$	63,833	​	$	118,693	​	$	22,260	​	$	22,394	​	$	3,974	​	$	275,821
^1^Capital expenditures are on an accrual basis for the year ended December 31, 2023

​

​

23.   FAIR VALUE MEASUREMENTS

During the three and six months ended June 30, 2024 and 2023, there were no transfers of amounts between Level 1, Level 2, and Level 3 of the fair value hierarchy. The following tables show the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. Fair value information for financial assets and financial liabilities not measured at fair value is not presented if the carrying amount is a reasonable approximation of fair value.

​

​ Page | 20

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Carrying value											​	Fair value								​	​	​
June 30, 2024	****	Fair Value through OCI		****	Fair value through profit or loss		​	Amortized cost		​	Total		​	Level 1		****	Level 2		****	Level 3		****	Carrying value approximates Fair Value
Financial assets measured at Fair Value	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Investments in equity securities	​	$	63	​	$	-	​	$	-	​	$	63	​	$	63	​	$	-	​	$	-	​	$	-
Trade receivables concentrate sales	​	​	-	​	​	16,213	​	​	-	​	​	16,213	​	​	-	​	​	16,213	​	​	-	​	​	-
​	​	$	63	​	$	16,213	​	$	-	​	$	16,276	​	$	63	​	$	16,213	​	$	-	​	$	-
**** ​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Financial assets not measured at Fair Value	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Cash and cash equivalents	​	$	-	​	$	-	​	$	105,597	​	$	105,597	​	$	-	​	$	-	​	$	-	​	$	105,597
Trade receivables doré sales	​	​	-	​	​	-	​	​	2,558	​	​	2,558	​	​	-	​	​	-	​	​	-	​	​	2,558
Other receivables	​	​	-	​	​	-	​	​	4,497	​	​	4,497	​	​	-	​	​	-	​	​	-	​	​	4,497
​	​	$	-	​	$	-	​	$	112,652	​	$	112,652	​	$	-	​	$	-	​	$	-	​	$	112,652
**** ​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Financial liabilities measured at Fair Value	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Share units payable	​	$	-	​	$	(12,071)	​	$	-	​	$	(12,071)	​	$	-	​	$	(12,071)	​	$	-	​	$	-
​	​	$	-	​	$	(12,071)	​	$	-	​	$	(12,071)	​	$	-	​	$	(12,071)	​	$	-	​	$	-
**** ​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Financial liabilities not measured at Fair Value	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Trade payables	​	$	-	​	$	-	​	$	(97,150)	​	$	(97,150)	​	$	-	​	$	-	​	$	-	​	$	(97,150)
Payroll payable	​	​	-	​	​	-	​	​	(21,394)	​	​	(21,394)	​	​	-	​	​	-	​	​	-	​	​	(21,394)
Convertible debentures	​	​	-	​	​	-	​	​	(44,978)	​	​	(44,978)	​	​	-	​	​	(45,715)	​	​	-	​	​	-
Convertible senior notes	​	​	-	​	​	-	​	​	(122,190)	​	​	(122,190)	​	​	-	​	​	-	​	​	(180,090)	​	​	-
Other payables	​	​	-	​	​	-	​	​	(73,924)	​	​	(73,924)	​	​	-	​	​	-	​	​	-	​	​	(73,924)
​	​	$	-	​	$	-	​	$	(359,636)	​	$	(359,636)	​	$	-	​	$	(45,715)	​	$	(180,090)	​	$	(192,468)

​

​ Page | 21

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Carrying value											​	Fair value								​	​	​
December 31, 2023		Fair Value through OCI			Fair value<br>through<br>profit or loss			Amortized<br>cost			Total		​	Level 1			Level 2			Level 3			Carrying value<br>approximates<br>Fair Value
Financial assets measured at Fair Value	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Investments in equity securities	​	$	80	​	$	-	​	$	-	​	$	80	​	$	80	​	$	-	​	$	-	​	$	-
Trade receivables concentrate sales	​	​	-	​	​	16,819	​	​	-	​	​	16,819	​	​	-	​	​	16,819	​	​	-	​	​	-
​	​	$	80	​	$	16,819	​	$	-	​	$	16,899	​	$	80	​	$	16,819	​	$	-	​	$	-
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Financial assets not measured at Fair Value	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Cash and cash equivalents	​	$	-	​	$	-	​	$	128,148	​	$	128,148	​	$	-	​	$	-	​	$	-	​	$	128,148
Trade receivables doré sales	​	​	-	​	​	-	​	​	3,151	​	​	3,151	​	​	-	​	​	-	​	​	-	​	​	3,151
Other receivables	​	​	-	​	​	-	​	​	5,189	​	​	5,189	​	​	-	​	​	-	​	​	-	​	​	5,189
​	​	$	-	​	$	-	​	$	136,488	​	$	136,488	​	$	-	​	$	-	​	$	-	​	$	136,488
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Financial liabilities measured at Fair Value	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Metal forward sales contracts liability	​	​	-	​	$	(81)	​	$	-	​	$	(81)	​	$	-	​	$	(81)	​	$	-	​	$	-
Share units payable	​	​	-	​	​	(9,259)	​	​	-	​	​	(9,259)	​	​	-	​	​	(9,259)	​	​	-	​	​	-
​	​	$	-	​	$	(9,340)	​	$	-	​	$	(9,340)	​	$	-	​	$	(9,340)	​	$	-	​	$	-
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Financial liabilities not measured at Fair Value	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Trade payables	​	$	-	​	$	-	​	$	(100,387)	​	$	(100,387)	​	$	-	​	$	-	​	$	-	​	$	(100,387)
Payroll payable	​	​	-	​	​	-	​	​	(21,896)	​	​	(21,896)	​	​	-	​	​	-	​	​	-	​	​	(21,896)
Credit facilities	​	​	-	​	​	-	​	​	(162,946)	​	​	(162,946)	​	​	-	​	​	(165,000)	​	​	-	​	​	-
Convertible debentures	​	​	-	​	​	-	​	​	(43,901)	​	​	(43,901)	​	​	-	​	​	(44,344)	​	​	-	​	​	-
Other payables	​	​	-	​	​	-	​	​	(82,807)	​	​	(82,807)	​	​	-	​	​	-	​	​	-	​	​	(82,807)
​	​	$	-	​	$	-	​	$	(411,937)	​	$	(411,937)	​	$	-	​	$	(209,344)	​	$	-	​	$	(205,090)

​

​

​ Page | 22

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

24.   SUPPLEMENTAL CASH FLOW INFORMATION

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,					​	Six months ended June 30,
​	​	2024		​	2023		​	2024		​	2023
Trade and other receivables	​	$	(9,302)	​	$	5,712	​	$	(16,598)	​	$	(3,708)
Prepaid expenses	​	​	386	​	​	1,807	​	​	(479)	​	​	2,805
Inventories	​	​	(13,542)	​	​	(11,381)	​	​	(23,343)	​	​	(15,040)
Trade and other payables	​	​	3,051	​	​	6,522	​	​	(14,314)	​	​	5,070
Total changes in working capital	​	$	(19,407)	​	$	2,660	​	$	(54,734)	​	$	(10,873)

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Bank loan		​	2019 Convertible debentures		​	2024 Convertible notes		​	Lease<br>obligations
As at December 31, 2022	​	​	$	177,020	​	$	42,155	​	$	-	​	$	21,346
Additions	​	​	​	75,500	​	​	-	​	​	-	​	​	48,805
Terminations	​	​	​	-	​	​	-	​	​	-	​	​	(21)
Conversion of debenture	​	​	​	-	​	​	(225)	​	​	-	​	​	-
Interest	​	​	​	926	​	​	1,971	​	​	-	​	​	3,658
Payments	​	​	​	(90,500)	​	​	-	​	​	-	​	​	(16,625)
Foreign exchange	​	​	​	-	​	​	-	​	​	-	​	​	238
As at December 31, 2023	​	​	​	162,946	​	​	43,901	​	​	-	​	​	57,401
Additions	​	​	​	68,000	​	​	-	​	​	172,500	​	​	7,705
Transaction costs	​	​	​	-	​	​	-	​	​	(6,430)	​	​	-
Additions allocated to equity	​	​	​	-	​	​	-	​	​	(46,004)	​	​	-
Transaction costs allocated to equity	​	​	​	-	​	​	-	​	​	1,715	​	​	-
Terminations	​	​	​	-	​	​	-	​	​	-	​	​	(75)
Interest	​	​	​	726	​	​	1,077	​	​	409	​	​	2,153
Payments	​	​	​	(233,000)	​	​	-	​	​	-	​	​	(9,986)
Transaction costs transferred to non-current assets	​	​	​	1,328	​	​	​	​	​	​	​	​	-
Foreign exchange	​	​	​	-	​	​	-	​	​	-	​	​	(248)
As at June 30, 2024	​	​	$	-	​	$	44,978	​	$	122,190	​	$	56,950

​

During the three and six months ended June 30, 2024, the Company realized investment gains of $2.5 million and $5.1 million, respectively (June 30, 2023 - $nil). The Company has an investment strategy, utilizing Argentine export promotions, to address its local currency requirements in Argentina. This strategy enabled the Company to achieve gains from trades in Argentine Peso denominated cross-border securities, which help offset foreign exchange losses.

​

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

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​		​	​		​	​	​	​	​
​	​	​	Three months ended June 30,					​	Six months ended June 30,
​	​	​	2024			2023			2024			2023
Mineral properties, plant and equipment changes in closure and reclamation provision	​	​	$	(97)	​	$	211	​	$	745	​	$	(3,171)
Additions to right of use assets	​	​	$	7,438	​	$	3,560	​	$	7,705	​	$	35,595
Share units allocated to share capital upon settlement	​	​	$	2,233	​	$	2,171	​	$	2,914	​	$	2,692

​

​ Page | 23

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

25. **** NON-CONTROLLING INTEREST

​

As at June 30, 2024, the non-controlling interest (“NCI”) of the State of Burkina Faso, which represents a 10% interest in Roxgold SANU S.A., totaled $6.6 million. The income attributable to the NCI for the three and six months ended June 30, 2024, totaling $1.8 million and $3.2 million, is based on the net income for Yaramoko.

​

As at June 30, 2024, the NCI of the State of Côte d’Ivoire, which represents a 10% interest in Roxgold Sango S.A., totaled $48.7 million. The income attributable to the NCI for the three and six months ended June 30, 2024, totaling $0.9 million and $2.3 million, is based on the net income for Séguéla.

​

​

​

​

​

26.   CONTINGENCIES AND CAPITAL COMMITMENTS

​

(a)    Caylloma Letter of Guarantee

​

The Caylloma mine closure plan, as amended, that was in effect in November 2021, includes total undiscounted closure costs of $18.2 million, which consisted of progressive closure activities of $6.2 million, final closure activities of $9.8 million, and post closure activities of $2.3 million pursuant to the terms of the Mine Closing Law of Peru.

Under the terms of the current Mine Closing Law, the Company is required to provide the Peruvian Government with a guarantee in respect of the Caylloma mine closure plan as it relates to final closure activities and post-closure activities and related taxes. In 2024, the Company provided a bank letter of guarantee of $12.9 million to the Peruvian Government in respect of such closure costs and taxes.

​

(b)    San Jose Letter of Guarantee

​

The Company has established three letters of guarantee in the aggregate amount of $0.3 million to fulfill its environmental obligations under the terms and conditions of the Environmental Impact Statements issued by the Secretaria de Medio Ambiente y Recursos Naturales (“SEMARNAT”) in 2009 in respect of the construction of the San Jose mine, and in 2017 and 2020 with respect to the expansion of the dry stack tailings facility at the San Jose mine. The letters of guarantee expire on September 17, 2024, December 31, 2024 and March 5, 2025, respectively.

​

(c)    Other Commitments

​

As at June 30, 2024, the Company had capital commitments of $17.6 million, for civil work, equipment purchases and other services at the Lindero mine, which are expected to be expended within one year.

​

Côte d’Ivoire

​

The Company entered into an agreement with a service provider at the Séguéla mine wherein if the Company terminates the agreement prior to the end of its term, in November 2026, the Company would be required to make an early termination payment, which is reduced monthly over 48 months. If the Company had terminated the agreement on June 30, 2024, and elected not to purchase the service provider’s equipment, it would have been subject to an early termination payment of $16.8 million. If the Company elected to purchase the service provider’s equipment, the early termination amount would be adjusted to exclude equipment depreciation and demobilization of equipment, and only include portion of the monthly management fee and demobilization of personnel.

​ Page | 24

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

(d)    Tax Contingencies

​

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

​

Peru

​

The Company was assessed $1.1 million (4.3 million Peruvian soles), including interest and penalties of $0.8 million (2.9 million Peruvian soles), for the 2010 tax year by SUNAT, the Peruvian tax authority, with respect to the deduction of certain losses arising from derivative instruments.  The Company applied to the Peruvian tax court to appeal the assessment. On January 22, 2019, the Peruvian tax court reaffirmed SUNAT’s position and denied the deduction. The Company believes the assessment is inconsistent with Peruvian tax law and that it is probable the Company will succeed on appeal through the Peruvian legal system. The Company has paid the disputed amount in full and has initiated proceedings through the Peruvian legal system to appeal the decision of the Peruvian tax court.

​

As at June 30, 2024, the Company has recorded the amount paid of $1.1 million (4.3 million Peruvian soles) in other non-current assets, as the Company believes it is probable that the appeal will be successful (Note 8).

​

The Company was assessed $0.7 million (2.8 million Peruvian soles), including interest and penalties of $0.4 million (1.7 million Peruvian soles), for the 2011 tax year by SUNAT, the Peruvian tax authority, with respect to the deduction of certain losses arising from intercompany transactions.  The Company applied to the Peruvian tax court to appeal the assessment. On May 14, 2019, the Peruvian tax court reaffirmed SUNAT’s position and denied the deduction. The Company believes the assessment is inconsistent with Peruvian tax law and that it is probable the Company will succeed on appeal through the Peruvian legal system. The Company has paid the disputed amount in full and has initiated proceedings through the Peruvian legal system to appeal the decision of the Peruvian tax court.

​

Argentina

​

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

​

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

​ Page | 25

Fortuna Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

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

​

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

​

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

​

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

​

Mansfield also filed an administrative claim with the AFIP to challenge the constitutionality of the Resolution, which was rejected by AFIP on November 2, 2022. Mansfield has challenged the rejection of its administrative claim, by filing legal proceedings against the AFIP with the Federal Court. On February 15, 2023, the Federal Court granted Mansfield a preliminary injunction in these legal proceedings. Mansfield has subsequently presented additional documentation to AFIP which has resulted in the windfall tax prepayment installments being eliminated from Mansfield’s account in AFIP’s system.  The legal proceedings to determine the unconstitutionality of the Resolution and whether interest is payable to AFIP continue under the protection of a preliminary injunction.

​

(e)    Other Contingencies

​

The Company is subject to various investigations and other claims; and legal, labour, and tax proceedings covering matters that arise in the ordinary course of business activities. Each of these matters is subject to various uncertainties, and it is possible that some of these matters may be resolved unfavourably for the Company. Certain conditions may exist as of the date these financial statements are issued that may result in a loss to the Company. None of these matters is expected to have a material effect on the results of operations or financial conditions of the Company. Page | 26

Exhibit 99.2

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​

​

​

​

​

​

​

​

​

​

​

MANAGEMENT’S DISCUSSION AND ANALYSIS

​

​

​

For the three and six months ended June 30, 2024

​

​

​

As of August 7, 2024

​

​

​

​

​

​

​

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2024

This Management’s Discussion and Analysis (“MD&A”) of the financial position and results of operations for Fortuna Mining Corp. (the “Company” or “Fortuna”) (formerly Fortuna Silver Mines Inc.) (TSX: FVI and NYSE: FSM) should be read in conjunction with the audited consolidated financial statements of the Company for the years ended December 31, 2023 and 2022 (the “2023 Financial Statements”) and the unaudited condensed interim consolidated financial statements of the Company for the three and six months ended June 30, 2024 and 2023 (the “Q2 2024 Financial Statements”) and the related notes thereto which have been prepared in accordance with International Financial Accounting Standard 34, Interim financial reporting, using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The Company changed its name on June 20, 2024. For further information on the Company, reference should be made to its public filings, including its annual information form, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/search-filings.

​

This MD&A is prepared by management and approved by the Board of Directors as of August 7, 2024. The information and discussion provided in this MD&A covers the three and six months ended June 30, 2024 and 2023, and where applicable, the subsequent period up to the date of issuance of this MD&A. Unless otherwise noted, all dollar amounts in this MD&A are expressed in United States (“US”) dollars. References to "$" or "US$" in this MD&A are to US dollars and references to C$ are to Canadian dollars.

​

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

​

This MD&A contains forward-looking statements. Readers are cautioned as to the risks and uncertainties related to the forward-looking statements, the risks and uncertainties associated with investing in the Company’s securities and the technical and scientific information under National Instrument 43-101 – Standards for Disclosure of Mineral Projects (“NI 43-101”) concerning the Company’s material properties, including information about mineral reserves and resources, which classifications differ significantly from the requirements required by the U.S. Securities and Exchange Commission (“SEC”) as set out in the cautionary note 41 of this MD&A. All forward-looking statements are qualified by cautionary notes in this MD&A as well as risks and uncertainties discussed in the Company’s Annual Information Form for fiscal 2023 dated March 22, 2024 and its Management Information Circular dated May 1, 2024, which are available on SEDAR+ and EDGAR.

​

This MD&A uses certain Non-IFRS financial measures and ratios that are not defined under IFRS, including but not limited to: cash cost per ounce of gold; all-in sustaining cash cost per ounce of gold sold; all-in sustaining cash cost per ounce of gold equivalent sold; cash cost per payable ounce of silver equivalent; all-in sustaining cash cost per payable ounce of silver equivalent sold; all-in cash cost per payable ounce of silver equivalent sold; free cashflow and free cashflow from ongoing operations; adjusted net income; adjusted attributable net income, adjusted EBITDA, net debt and working capital which are used by the Company to manage and evaluate operating performance at each of the Company’s mines and are widely reported in the mining industry as benchmarks for performance. Non-IFRS financial measures and non-IFRS ratios do not have a standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers. Non-IFRS measures are further discussed in the “Non-IFRS Measures” section 25 of this MD&A.

​

​ Fortuna | 2

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

​

CONTENTS

​	​
​	​
​	​
Business Overview	4
Corporate Developments	4
Highlights	5
Financial Results	7
Quarterly Results of Operations	12
Quarterly Information	19
Liquidity and Capital Resources	20
Financial Instruments	23
Share Position & Outstanding Options & Equity Based Share Units	24
Related Party Transactions	25
Non-IFRS Financial Measures	25
Risks and Uncertainties	36
Critical Accounting Estimates, Assumptions, and Judgements	38
Controls and Procedures	38
Cautionary Statement on Forward-Looking Statements	39
Cautionary Note to United States Investors Concerning Estimates of Reserves and Resources	41

​

​

​ Fortuna | 3

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

BUSINESS OVERVIEW

​

Fortuna is a growth focused Canadian precious metals mining company with operations and projects in Argentina, Burkina Faso, Côte d’Ivoire, Mexico, Peru, and Senegal. The Company produces silver, gold, and base metals and generates shared value over the long-term through efficient production, environmental protection, and social responsibility.

​

The Company operates the open pit Lindero gold mine (“Lindero” or the “Lindero Mine”) located in northern Argentina, the underground Yaramoko gold mine (“Yaramoko” or the “Yaramoko Mine”) located in southwestern Burkina Faso, the underground San Jose silver and gold mine (“San Jose” or the “San Jose Mine”) located in southern Mexico, the underground Caylloma silver, lead, and zinc mine (“Caylloma” or the “Caylloma Mine”) located in southern Peru, and the open pit Séguéla gold mine (“Séguéla”, or the “Séguéla Mine”) located in southwestern Côte d’Ivoire. Each of the Company's producing mines is generally considered to be a separate reportable segment, along with the Company's corporate stewardship segment.

​

Fortuna is a publicly traded company incorporated and domiciled in British Columbia, Canada. Its common shares are listed on the New York Stock Exchange (“NYSE”) under the trading symbol FSM and on the Toronto Stock Exchange (“TSX”) under the trading symbol FVI. Effective June 20, 2024, the Company’s name was changed to Fortuna Mining Corp. in order to reflect that the Company’s business has moved from being predominantly focused on the production of silver to the production of gold and silver.

​

​

CORPORATE DEVELOPMENTS

​

Unsecured Convertible Senior Notes

On June 10, 2024, the Company issued an aggregate principal amount of $172.5 million of unsecured convertible senior notes (the “2024 Notes”) on a private placement basis before transaction costs of $6.4 million. The 2024 Notes bear interest at 3.75% per annum, are convertible into common shares in the capital of the Company at an initial conversion price of approximately $6.591 per common share, subject to adjustment, and mature on June 30, 2029.  The Company has the right to redeem the 2024 Notes in certain circumstances, and holders have the right to require the Company to repurchase their 2024 Notes upon the occurrence of certain events.

​

Settlement of 2019 Unsecured Convertible Debentures

On June 7, 2024 the Company issued a notice of redemption for its 2019 unsecured convertible debentures (the “2019 Debentures”) which were due to mature on October 31, 2024. As part of the redemption process the Company deposited $46.1 million into trust with Computershare Trust Company of Canada (“Computershare”) to redeem the outstanding 2019 Debentures and accrued interest up to but excluding the date of redemption on July 10, 2024.

​

Prior to the redemption of the 2019 Debentures, a number of holders exercised their right to convert their debt into Common Shares of the Company at an exercise price of $5.00 per share representing a conversion rate of 200 Common Shares per $1,000 principal amount of debentures. As a result, the Company issued 7,184,000 common shares of the Company to such debenture holders and $35.9 million of the funds held in trust by Computershare were returned to the Company after the balance sheet date.

​

Payment of Revolving Credit Facility

In the second quarter the Company made a net payment of $125.0 million to reduce the balance of its revolving credit facility to $nil using the net proceeds from the issuance of the 2024 Notes and cash from operations. The Company maintains access to the $250.0 million in liquidity available under the Credit Facilty under the terms described in the Capital Resources section of this MD&A.

​

​

​ Fortuna | 4

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

HIGHLIGHTS FOR THE THREE MONTHS ENDED JUNE 30, 2024

​

Financial

●	Sales were $260.0 million, an increase of 64% from the $158.4 million reported in the three months ended June 30, 2023 (“Q2 2023”)
●	Mine operating income was $79.9 million, an increase of 150% from the $31.9 million reported in Q2 2023
---	---
●	Operating income was $55.4 million, an increase of 619% from the $7.7 million in operating income reported in Q2 2023
---	---
●	Net income was $43.3 million or $0.13 per share, an increase from $3.5 million or $0.01 per share reported in Q2 2023
---	---
●	Adjusted net income (refer to Non-IFRS Financial Measures) was $33.3 million compared to $2.9 million in Q2 2023, representing a 1,048% quarter-over-quarter increase
---	---
●	Adjusted EBITDA (refer to Non-IFRS Financial Measures) was $112.7 million compared to $44.4 million reported in Q2 2023, representing a 154% quarter-over-quarter increase
---	---
●	Free cash flow from ongoing operations (refer to Non-IFRS Financial Measures) was $38.6 million compared to $9.5 million reported in Q2 2023, representing a 306% quarter-over-quarter increase
---	---
●	Net cash provided by operating activities was $73.5 million, an increase of 66% from the $44.2 million reported in Q2 2023
---	---

​

Operating

●	Gold production of 92,716 ounces, a 44% increase from Q2 2023
●	Silver production of 990,574 ounces, a decrease of 22% from Q2 2023
---	---
●	Lead production of 10,524,868 pounds, a 3% increase from Q2 2023
---	---
●	Zinc production of 13,040,343 pounds, a decrease of 7% from Q2 2023
---	---
●	Consolidated All-in Sustaining Costs (“AISC”) of $1,656 per ounce on a gold equivalent sold basis compared to $1,799 per ounce for Q2 2023. See “Non-IFRS Measures - All-in Sustaining Cash Cost per Ounce of Gold Equivalent Sold” for additional information
---	---

​

Health & Safety

For the second quarter of 2024, the Company did not record any lost time injuries (“LTI”), restricted work injuries (“RWI”) or medical treatment injuries (“MTI”) for over 3.6 million hours worked. The year-to-date LTI frequency rate (“LTIFR”) at the end of this quarter was 0.56 (0.43 in Q2 2023) lost time injuries per million hours worked while the year-to-date total recordable injury frequency rate (“TRIFR”) was 1.53 (1.15 in Q2 2023) total recordable injuries per million hours worked.

Environment

No serious environmental incidents, no incidents of non-compliance related to water permits, standards, and regulations and no significant environmental fines were recorded during the second quarter of 2024.

Community Engagement

During the second quarter of 2024, there were no significant disputes at any of our sites. We also recorded 283 local stakeholder engagement activities during the period. These included consultation meetings with local administration and community leaders, participation in ceremonies and courtesy visits.

​ Fortuna | 5

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

Operating and Financial Highlights

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,					​	Six months ended June 30,
Consolidated Metrics	​	2024		2023		% Change		2024	​	2023	​	% Change
Selected highlights	​	​	​	​	​	​	​	​	​	​	​	​
Silver	​	​	​	​	​	​	​	​	​	​	​	​
Metal produced (oz)	​	990,574	​	1,262,561	​	(22%)	​	2,065,145	​	2,848,939	​	(28%)
Metal sold (oz)	​	935,250	​	1,280,877	​	(27%)	​	2,009,195	​	2,874,823	​	(30%)
Realized price ($/oz)	​	29.10	​	24.10	​	21%	​	26.08	​	23.22	​	12%
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Metal produced (oz)	​	92,716	​	64,348	​	44%	​	182,394	​	124,440	​	47%
Metal sold (oz)	​	91,138	​	56,781	​	61%	​	179,002	​	121,500	​	47%
Realized price ($/oz)	​	2,334	​	1,975	​	18%	​	2,213	​	1,890	​	17%
Lead	​	​	​	​	​	​	​	​	​	​	​	​
Metal produced (000's lbs)	​	10,525	​	10,207	​	3%	​	20,055	​	19,716	​	2%
Metal sold (000's lbs)	​	9,422	​	11,419	​	(17%)	​	19,247	​	20,201	​	(5%)
Zinc	​	​	​	​	​	​	​	​	​	​	​	​
Metal produced (000's lbs)	​	13,040	​	14,037	​	(7%)	​	25,223	​	27,088	​	(7%)
Metal sold (000's lbs)	​	12,710	​	13,986	​	(9%)	​	25,175	​	27,800	​	(9%)
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au Eq)^1^	​	988	​	968	​	2%	​	934	​	940	​	(1%)
All-in sustaining cash cost ($/oz Au Eq)^1^	​	1,656	​	1,799	​	(8%)	​	1,577	​	1,648	​	(4%)
​	​	​	​	​	​	​	​	​	​	​	​	​
Mine operating income	​	79.9	​	31.9	​	150%	​	149.8	​	72.3	​	107%
Operating income	​	55.4	​	7.7	​	619%	​	102.6	​	31.6	​	225%
Attributable net income	​	40.6	​	3.1	​	1,210%	​	66.9	​	14.0	​	378%
Attributable income per share - basic	​	0.13	​	0.01	​	1,200%	​	0.22	​	0.05	​	340%
Adjusted attributable net income^1^	​	30.4	​	2.5	​	1,116%	​	57.1	​	14.7	​	288%
Adjusted EBITDA^1^	​	112.7	​	44.4	​	154%	​	207.8	​	109.5	​	90%
Net cash provided by operating activities	​	73.5	​	44.2	​	66%	​	122.5	​	85.4	​	43%
Free cash flow from ongoing operations^1^	​	38.6	​	9.5	​	306%	​	50.7	​	17.6	​	188%
Capital Expenditures^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	29.9	​	34.2	​	(13%)	​	55.7	​	62.1	​	(10%)
Non-sustaining^3^	​	17.6	​	0.9	​	1,856%	​	26.5	​	2.0	​	1,225%
Séguéla construction	​	—	​	23.0	​	(100%)	​	—	​	48.1	​	(100%)
Brownfields	​	2.9	​	2.4	​	21%	​	9.5	​	7.3	​	30%
As at	​	​	​	​	​	​	​	June 30, 2024	​	December 31, 2023	​	% Change
Cash and cash equivalents	​	​	​	​	​	​	​	105.6	​	128.1	​	(18%)
Total assets	​	​	​	​	​	​	​	2,024.8	​	1,967.9	​	3%
Debt	​	​	​	​	​	​	​	167.2	​	206.8	​	(19%)
Equity attributable to Fortuna shareholders	​	​	​	​	​	​	​	1,334.9	​	1,238.4	​	8%
^1^Refer to Non-IFRS financial measures	​	​	​	​	​	​	​	​	​	​	​	​
^2^Capital expenditures are presented on a cash basis	​	​	​	​	​	​	​	​	​	​	​	​
^3^ Non-sustaining expenditures include greenfields exploration
Figures may not add due to rounding	​	​	​	​	​	​	​	​	​	​	​	​

​ Fortuna | 6

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

​

​

FINANCIAL RESULTS

​

Sales

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,					​	Six months ended June 30,
​	​	2024		2023		% Change		2024	​	2023	​	% Change
Provisional sales $	​	​	​	​	​	​	​	​	​	​	​	​
Lindero	​	50.1	​	52.0	​	(4%)	​	95.3	​	103.2	​	(8%)
Yaramoko	​	73.4	​	51.3	​	43%	​	130.3	​	107.2	​	22%
Séguéla	​	77.2	​	-	​	100%	​	149.4	​	-	​	100%
San Jose	​	28.8	​	31.2	​	(8%)	​	53.3	​	74.4	​	(28%)
Caylloma	​	27.9	​	27.6	​	1%	​	54.7	​	52.7	​	4%
Adjustments^1^	​	2.6	​	(3.7)	​	(170%)	​	1.9	​	(3.4)	​	156%
Total sales $	​	260.0	​	158.4	​	64%	​	484.9	​	334.1	​	45%
^1^ Adjustments consists of mark to market, final price and assay adjustments
Based on provisional sales before final price adjustments. Net after payable metal deductions, treatment, and refining charges
Treatment charges are allocated to base metals at Caylloma and to gold at San Jose
​

​

Second Quarter 2024 vs Second Quarter 2023

​

Consolidated sales for the three months ended June 30, 2024 were $260.0 million, a 64% increase from the $158.4 million reported in the same period in 2023. Sales by reportable segment for the three months ended June 30, 2024 were as follows:

●	Lindero recognized adjusted sales of $50.1 million from the sale of 21,511 ounces of gold, a 4% decrease from the same period in 2023. Sales decreased at Lindero as a result of lower ounces sold from lower production due to an 8-day shutdown for maintenance and a period of lower mechanical availability of the front-end loaders. This was partially offset by higher realized metal prices of $2,335 per gold ounce compared to $1,975 in the previous period. Copper sales in the quarter were $0.7 million compared to $2.5 million in the comparable period. Lindero held 2,883 ounces in doré in inventory at the end of the period. See "Results of Operations – Lindero Mine, Argentina" for additional information.
●	Yaramoko recognized adjusted sales of $73.4 million from the sale of 31,455 ounces of gold which was 43% higher than the same period in 2023. Higher gold sales at Yaramoko were primarily driven by higher production from higher feed grades to the mill and higher metal prices of $2,334 per gold ounce compared to $1,976 in the comparable period. See "Results of Operations – Yaramoko Mine, Burkina Faso" for additional information.
---	---
●	Séguéla recognized adjusted sales of $77.2 million from the sale of 33,102 ounces of gold. The mine was completing construction activities and production ramp-up in the same period for 2023. See "Results of Operations – Séguéla Mine, Côte d’Ivoire" for additional information.
---	---
●	San Jose recognized adjusted sales of $30.3 million, a 3% increase from the $29.5 million reported in the same period in 2023. Sales were in line with the previous period as higher metal prices offset lower production from lower tonnes milled and lower grades as the mine exhausts Mineral Reserves in line with the mine plan.  See "Results of Operations – San Jose Mine, Mexico" for additional information.
---	---
●	Caylloma recognized adjusted sales of $29.0 million compared to $25.7 million reported in the same period in 2023. Higher sales were the result of higher silver prices. See "Results of Operations – Caylloma Mine, Peru" for additional information.
---	---

​

​

​

​ Fortuna | 7

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

First Six Months of 2024 vs First Six Months of 2023

​

Consolidated sales for the six months ended June 30, 2024 were $484.9 million, a 45% increase from the $334.1 million reported in the same period in 2023. Sales by reportable segment for the three months ended June 30, 2024 were as follows:

●	Lindero recognized adjusted sales of $95.3 million from the sale of 43,230 ounces of gold, an 8% decrease from the same period in 2023. Sales decreased at Lindero as a result of lower ounces sold from lower production and timing as 2,883 ounces were still in inventory at the end of the period. This was partially offset by higher realized metal prices of $2,201 per gold ounce compared to $1,879 in the comparable period. See "Results of Operations – Lindero Mine, Argentina" for additional information.
●	Yaramoko recognized adjusted sales of $130.3 million from the sale of 58,627 ounces of gold, which was 22% higher than the same period in 2023. Higher gold sales at Yaramoko were primarily driven by higher metal prices of $2,223 per gold ounce compared to $1,933 in the comparable period. See "Results of Operations – Yaramoko Mine, Burkina Faso" for additional information.
---	---
●	Séguéla recognized adjusted sales of $149.4 million from the sale of 67,552 ounces of gold. The mine was under construction in the same period for 2023. See "Results of Operations – Séguéla Mine, Côte d’Ivoire" for additional information.
---	---
●	San Jose recognized adjusted sales of $54.3 million, a 25% decrease from the $72.2 million reported in the same period in 2023. The decrease in sales was primarily driven by lower production from lower tonnes milled and lower grades as the mine exhausts Mineral Reserves in line with the mine plan. This was partially offset by higher metal prices. See "Results of Operations – San Jose Mine, Mexico" for additional information.
---	---
●	Caylloma recognized adjusted sales of $55.7 million compared to $51.4 million reported in the same period in 2023. The increase in sales was primarily the result of higher silver prices offsetting lower production. See "Results of Operations – Caylloma Mine, Peru" for additional information.
---	---

​

​

Operating Income (Loss) and Adjusted EBITDA^2^

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,									​	Six months ended June 30,
​		2024			%^1^		2023			%^1^		2024			%^1^		2023			%^1^
Operating income (loss)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Lindero	​	​	9.9	​	20%	​	​	7.7	​	15%	​	​	17.5	​	18%	​	​	14.3	​	14%
Séguéla	​	​	22.3	​	29%	​	​	-	​	0%	​	​	45.1	​	30%	​	​	(0.2)	​	0%
Yaramoko	​	​	21.1	​	29%	​	​	9.4	​	18%	​	​	40.6	​	31%	​	​	24.0	​	22%
San Jose	​	​	3.5	​	12%	​	​	(6.3)	​	(21%)	​	​	2.3	​	4%	​	​	0.9	​	1%
Caylloma	​	​	11.4	​	39%	​	​	5.7	​	22%	​	​	19.7	​	35%	​	​	14.1	​	27%
Corporate	​	​	(12.8)	​	​	​	​	(8.8)	​	​	​	​	(22.6)	​	​	​	​	(21.5)	​	​
Total	​	​	55.4	​	21%	​	​	7.7	​	5%	​	​	102.6	​	21%	​	​	31.6	​	9%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted EBITDA^2^	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Lindero	​	​	23.6	​	47%	​	​	19.0	​	37%	​	​	44.9	​	47%	​	​	38.2	​	37%
Séguéla	​	​	47.6	​	62%	​	​	(0.2)	​	0%	​	​	92.2	​	62%	​	​	(0.3)	​	0%
Yaramoko	​	​	36.8	​	50%	​	​	24.9	​	54%	​	​	65.4	​	50%	​	​	55.4	​	52%
San Jose	​	​	3.5	​	11%	​	​	1.2	​	4%	​	​	2.6	​	5%	​	​	18.7	​	26%
Caylloma	​	​	14.3	​	49%	​	​	8.6	​	34%	​	​	25.7	​	46%	​	​	19.9	​	38%
Corporate	​	​	(13.1)	​	​	​	​	(9.1)	​	​	​	​	(23.0)	​	​	​	​	(22.4)	​	​
Total	​	​	112.7	​	43%	​	​	44.4	​	30%	​	​	207.8	​	43%	​	​	109.5	​	33%
^1^ As a Percentage of Sales
^2^ Refer to Non-IFRS Financial Measures
Figures may not add due to rounding

Fortuna | 8

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

​

Second Quarter 2024 vs Second Quarter 2023

​

Operating income for the three months ended June 30, 2024 was $55.4 million, an increase of $47.7 million over the same period in 2023 which was primarily due to:

●	Higher operating income at the Lindero Mine was primarily the result of the expiration of the export duty of 8% on gold sales at the end of 2023 which offset lower sales.
●	Yaramoko saw an increase in operating income of $11.7 million primarily driven by higher sales as described above and lower depletion per ounce from the 55 Zone offsetting higher energy costs from the use of onsite diesel generators due to grid power supply constraints. During the quarter the mine also recognized a write-down of $2.8 million in surface stockpiles as higher grade material was prioritized to offset the 10-day production halt in the 55 Zone and only marginal material remained in stockpile.
---	---
●	Séguéla recognized operating income of $22.3 million in the second quarter. In the comparable period the mine was still under construction. Operating income at Séguéla included $17.5 million in depletion related to the purchase price of Roxgold Inc. in 2021.
---	---
●	San Jose recognized operating income of $3.5 million for the second quarter of 2024 compared to an operating loss of $6.3 million for the same period of 2023. The increase in operating income was the result of higher metal prices and lower depletion per ounce as a result of the impairment of the mine in the fourth quarter of 2023. The second quarter of 2023 was also impacted by an illegal blockade and a $2.8 million one-time payment related to a new labour agreement with the worker’s union.
---	---
●	Operating income at the Caylloma Mine for the second quarter of 2024 increased to $11.4 million compared to $5.8 million in the comparable period as a result of higher sales as described above and lower processing costs per tonne from lower energy costs and lower maintenance costs.
---	---

​

After adjusting for items that are not indicative of future operating earnings, adjusted EBITDA (refer to Non-IFRS Financial Measures) was $112.7 million for the three months ended June 30, 2024, an increase of $68.3 million over the same period in 2023. Higher adjusted EBITDA was primarily the result of contributions from the Séguéla Mine, which was still under construction in the comparable period of 2023 and higher contributions from Yaramoko.

​

The most comparable IFRS measure to the Non-IFRS measure adjusted EBITDA is net income. Net income for the three months ended June 30, 2024 was $43.3 million. Refer to the section entitled “Non-IFRS Measures” for more detailed information.

​

First Six Months of 2024 vs First Six Months of 2023

​

Operating income for the six months ended June 30, 2024 was $102.6 million, an increase of $71.0 million over the same period in 2023 which was primarily due to:

●	Higher operating income at the Lindero Mine was the result of the expiration of the export duty of 8% on gold sales at the end of 2023 and lower mining costs per tonne.
●	Yaramoko saw an increase in operating income to $40.6 million compared to $24.0 million in the previous period primarily driven by higher metal prices and a lower cost of depletion per ounce from the 55 Zone partially offset by higher energy costs from diesel power generation due to power grid power constraints and a $2.8 million write-down of marginal stockpiles.
---	---
●	Séguéla recognized operating income of $45.1 million in the first six months. In the comparable period the mine was still under construction. Operating income at Séguéla included $33.3 million in depletion related to the purchase price of Roxgold Inc. in 2021.
---	---

Fortuna | 9

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

●	For the first six months of 2024 San Jose recognized operating income of $2.3 million compared to $0.9 million for the same period of 2023. The increase in operating income was primarily due to higher metal prices and lower depletion as well as the previous period being impacted by an illegal blockade and incurring $1.5 million in stand-by costs and $2.8 million under a one-time payment for a new labour agreement with the worker’s union.
●	Operating income at the Caylloma Mine for the first six months of 2024 was $19.7 million, an increase from $14.1 million in the same period of 2023 as a result of higher realized metal prices.
---	---

​

After adjusting for items that are not indicative of future operating earnings, adjusted EBITDA (refer to Non-IFRS Financial Measures) was $207.8 million for the six months ended June 30, 2024, an increase of $98.3 million over the same period in 2023. Higher adjusted EBITDA was primarily the result of contributions from the Séguéla Mine, which was still under construction in the comparable period of 2023, which offset lower adjusted EBITDA at San Jose.

​

The most comparable IFRS measure to the Non-IFRS measure adjusted EBITDA is net income. Net income for the six months ended June 30, 2024 was $72.4 million. Refer to the section entitled “Non-IFRS Measures” for more detailed information.

​

All-in Sustaining Cash Cost (“AISC”)

Second Quarter 2024 vs Second Quarter 2023

​

Consolidated AISC per gold equivalent ounce (“GEO”) sold for the second quarter of 2024 was $1,656 compared to $1,799 for the comparable quarter of 2023. The lower AISC was the result of higher GEOs sold due to production from the Séguéla mine which was under construction in the previous period and lower sustaining capital at the Yaramoko mine which was offset by higher sustaining capital at Lindero primarily due to the heap leach expansion project and higher royalties due to higher metal prices. Adjusting for San Jose, which is mining its last year of Mineral Reserves, AISC per GEO was $1,584 for the current quarter.

​

First Six Months of 2024 vs First Six Months of 2023

​

Consolidated AISC per GEO sold for the first six months of 2024 was $1,577 compared to $1,648 for the comparable period of 2023. The decrease was primarily the result higher GEO sales offsetting higher sustaining capital expenditures due to the heap leach construction at the Lindero Mine and higher royalties due to higher metal prices. Adjusting for San Jose, which is mining its last year of Mineral Reserves, AISC per GEO was $1,499 for the first half of 2024.

​

General and Administrative (“G&A”) Expenses

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,							​	Six months ended June 30,
(Expressed in millions)	​	2024		​	2023		​	% Change	​	2024		​	2023		​	% Change
Mine G&A	​	​	9.9	​	​	6.2	​	60%	​	​	16.9	​	​	12.1	​	40%
Corporate G&A	​	​	6.6	​	​	7.2	​	(8%)	​	​	15.5	​	​	14.1	​	10%
Share-based payments	​	​	5.8	​	​	1.1	​	427%	​	​	8.0	​	​	3.3	​	142%
Workers' participation	​	​	0.1	​	​	—	​	0%	​	​	0.2	​	​	0.1	​	100%
Total	​	​	22.4	​	​	14.5	​	54%	​	​	40.6	​	​	29.6	​	37%

​

G&A expenses for the three months ended June 30, 2024 increased 54% to $22.4 million compared to $14.5 million reported in the same period in 2023. The increase was the result of Séguéla commencing production and costs no longer being capitalized and higher share-based payments due to an increase in the share price during the quarter and the impact on the valuation of restricted share units expected to settle in cash.

​

G&A expenses for the six months ended June 30, 2024 increased 37% to $40.6 million compared to $29.6 million reported in the same period in 2023. The increase was the result of Séguéla commencing production and costs no longer being Fortuna | 10

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

capitalized, higher G&A at Lindero and higher share-based payments due to an increase in the share price during the first half of the year and the impact on the valuation of restricted share units expected to settle in cash.

​

Foreign Exchange Loss

​

Foreign exchange loss for the three months ended June 30, 2024 decreased $0.6 million to $1.4 million compared to $2.0 million reported in the same period in 2023. Foreign exchange losses for the quarter were primarily the result of the devaluation of the Argentine Peso and the impact on VAT Receivables and the devaluation of the Euro relative to the US Dollar impacting balances denominated in the West African Franc. The Company also incurred $0.3 million in foreign exchange losses due to the purchase of Euros on the open market in order to repatriate funds from West Africa.

​

Foreign exchange loss for the six months ended June 30, 2024 increased $2.0 million to $5.5 million compared to $3.5 million reported in the same period in 2023. Foreign exchange losses for the quarter were due to $1.6 million in costs associated with the purchase of Euros on the open market in West Africa as part of the repatriation of funds as well as the devaluation of the Euro and the impact on West African Franc denominated receivables.

​

​

Income Tax Expense

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

​

Income tax expense for the three months ended June 30, 2024 was $7.7 million compared to $1.0 million reported in the same period in 2023. The $6.7 million increase in the income tax expense was a result of higher income before taxes primarily driven by Séguéla. A deferred tax recovery of $16.0 million in the quarter was primarily a result of the recognition of $12.0 million of previously unrecognized deferred tax assets that offset the deferred tax liability arising from the issuance of the 2024 Notes.

​

Income tax expense for the six months ended June 30, 2024 was $22.2 million compared to $9.0 million reported in the same period in 2023. The $13.2 million increase in the income tax expense was a result of the accrual of income taxes at Séguéla and was partially offset by lower income tax expenses at San Jose due to lower income before tax and the deferred tax impact of the 2024 Notes issuance described above.

​

The ETR for the three months ended June 30, 2024 was 15% compared to 24% for the same period in 2023. The decrease of 9% is primarily a result of the recognition of a previously unrecognized deferred tax asset to offset the deferred tax liability arising from the issuance of the 2024 Notes.

​

The ETR for the six months ended June 30, 2024 was 24% compared to 37% for the same period in 2023. The decrease of 14% is primarily a result of higher net income before tax, the San Jose Mine no longer generating taxable income and the impact of the issuance of the 2024 Notes described above offset by the accrual of taxes at Séguéla in the first half of 2024.

​

​

​

​

​

​ Fortuna | 11

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2024 (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 the Salta Province in northern Argentina. Its commercial product is gold doré. The table below shows the key metrics used to measure the operating performance of the mine: tonnes placed on the leach pad, grade, production, and unit costs:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended June 30,				​	​	Six months ended June 30,
​	****	​	2024		​	2023		​	2024		​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes placed on the leach pad	​	​	1,408,791	​	​	1,503,323	​	​	2,956,114	​	​	2,981,471
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	0.61	​	​	0.62	​	​	0.60	​	​	0.83
Production (oz)	​	​	22,874	​	​	25,456	​	​	46,136	​	​	50,714
Metal sold (oz)	​	​	21,511	​	​	25,140	​	​	43,230	​	​	51,952
Realized price ($/oz)	​	​	2,335	​	​	1,975	​	​	2,201	​	​	1,879
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au)^1^	​	​	1,092	​	​	878	​	​	1,050	​	​	884
All-in sustaining cash cost ($/oz Au)^1^	​	​	2,033	​	​	1,686	​	​	1,832	​	​	1,550
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's) ^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	16,151	​	​	13,337	​	​	25,958	​	​	21,082
Sustaining leases	​	​	587	​	​	599	​	​	1,185	​	​	1,197
Non-sustaining	​	​	195	​	​	136	​	​	349	​	​	323
^1^Cash cost and All-in sustaining cash cost are non-IFRS financial measures. Refer to Non-IFRS Financial Measures.	​	​	​	​	​	​	​	​	​	​	​	​

​

^2^ Capital expenditures are presented on a cash basis

​

Quarterly Operating and Financial Highlights

​

During the second quarter of 2024, total mined ore was 1.8 million tonnes at a stripping ratio of 0.7:1. A total of 1,408,791 tonnes of ore was placed on the heap leach pad at an average gold grade of 0.61 g/t, containing an estimated 27,663 ounces of gold. Gold production for Q2 2024 totaled 22,874 ounces, a 10% decrease from the second quarter of 2023, primarily due to a planned eight-day maintenance shutdown of the high-pressure grinding rolls (HPGR) and the agglomeration plant, coupled with a period of lower mechanical availability of front-end loaders.

​

The cash cost per ounce of gold for the quarter ended June 30, 2024 was $1,092 compared to $878 in the same period of 2023. The increase in cash cost per ounce of gold was primarily related to low mechanical availability of front-end loaders, higher maintenance costs due to the eight-day maintenance shutdown in the quarter and higher ounces sold in the comparable period.

​

The all-in sustaining cash cost per gold ounce sold during Q2 2024 was $2,033, an increase from $1,686 in the second quarter of 2023. The increase for the quarter was primarily due to higher cash costs as described above and higher sustaining capital to support the expansion of the heap leach pad. The leach pad project accounts for approximately $400 per ounce in the all-in sustaining cost for 2024.

​ Fortuna | 12

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

As of June 30, 2024, the $51.8 million leach pad expansion project ($41.7 million capital investment in 2024) was approximately 58% complete. The construction of the project commenced in January 2024, with contractors on site undertaking earthworks and construction of the impulsion line, and liner deployment. Procurement is 96% complete, with critical path items onsite. Pump manufacturing for the new impulsion line was completed on schedule and arrived on site in July. Liner installation has commenced and contracts for the major mechanical works have been executed. The Company expects to start placing ore on the leach pad expansion in the fourth quarter of 2024.

​

Yaramoko Mine , Burkina Faso

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended June 30,				​	​	Six months ended June 30,
​	****	​	2024		​	2023		​	2024		​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	121,391	​	​	144,202	​	​	229,110	​	​	283,852
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	8.40	​	​	6.51	​	​	8.58	​	​	6.23
Recovery (%)	​	​	98	​	​	98	​	​	98	​	​	98
Production (oz)	​	​	31,447	​	​	29,002	​	​	58,624	​	​	55,439
Metal sold (oz)	​	​	31,455	​	​	25,946	​	​	58,627	​	​	55,476
Realized price ($/oz)	​	​	2,334	​	​	1,976	​	​	2,223	​	​	1,933
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au)^1^	​	​	896	​	​	719	​	​	830	​	​	772
All-in sustaining cash cost ($/oz Au)^1^	​	​	1,389	​	​	1,626	​	​	1,382	​	​	1,564
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's) ^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	5,110	​	​	14,318	​	​	14,731	​	​	27,867
Sustaining leases	​	​	1,018	​	​	1,161	​	​	2,067	​	​	2,520
Non-sustaining	​	​	1,542	​	​	–	​	​	1,542	​	​	–
Brownfields	​	​	1,397	​	​	1,019	​	​	2,760	​	​	2,210
^1^Cash cost and All-in sustaining cash cost are non-IFRS financial measures. Refer to Non-IFRS Financial Measures.
^2^ Capital expenditures are presented on a cash basis

​

Quarterly Operating and Financial Highlights

​

In the second quarter of 2024, 121,391 tonnes of ore were treated at an average head grade of 8.40 g/t, producing 31,447 ounces of gold. This represents a 29% increase in grade and an 8% increase in production, when compared to the same period in 2023. Higher gold production in the second quarter of 2024 was a result of higher head grades, offsetting lower tonnes milled. Processing operations at Yaramoko were also affected by intermittent power supply from the grid, however, our backup diesel generators mitigated the bulk of these constraints.

​

During the quarter, 89,991 tonnes of ore were mined averaging 7.81 g/t Au from 55 Zone, and 21,361 tonnes of ore averaging 8.89 g/t Au from QV Prime, totaling 111,352 tonnes averaging 8.02 g/t Au. In May, a rock burst occurred in the deeper levels of the 55 Zone, which interrupted production for a period of 10 days. No injuries or loss of property occurred as a result of the seismic event. Changes to the stoping sequence and design of underground excavations have been implemented based on a geotechnical evaluation. Fortuna | 13

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

​

The cash cost per ounce of gold sold for the quarter ended June 30, 2024, was $896, compared to $719 in the same period in 2023. The increase for the quarter is mainly attributed to the reallocation of fixed mining costs from capital to operating expenses, lower processed ore, and higher energy costs from the use of diesel generators to offset constrained grid supply. This was partially offset by higher ounces sold in the period.

​

During the quarter power sourced from the grid was restricted to 45% with the balance coming from diesel power generation. This increased the cost per kilowatt hour with diesel generation costing $0.42/kwh compared to $0.24/kwh for grid power. The impact on total cost was mostly offset by lower energy consumption at the mine. Through the month of July availability of power from the grid was at 95%.

​

The all-in sustaining cash cost per gold ounce sold was $1,389 for the quarter ended June 30, 2024, compared to $1,626 in the same period of 2023. The change in the quarter was primarily due to higher volume of ounces sold, lower sustaining capital expenditure and lower sustaining lease expenses in 2024. This was partially offset by higher royalty costs due to higher metal prices and a change in the royalty regime in Burkina Faso which increased the royalty rate from 5% to 7% when the gold price is over $2,000 per ounce.

​

Drilling and development operations continued to extend the mining boundaries to the east and west of 55 Zone and demonstrate wider mineable widths than expected. In the third quarter, drilling will also focus on testing the potential for further strike extensions of 55 Zone, as well as testing the strike extensions that we currently see in QV Prime.

​ Fortuna | 14

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

Séguéla Mine, Côte d’Ivoire

​

The Séguéla Mine is located in the Woroba District of Côte d’Ivoire, and began commercial production on July 1, 2023. The operation consists of an open pit mine, feeding ore to a single stage crushing circuit, with crushed ore being fed to a SAG mill followed by conventional carbon-in-leach and gravity recovery circuits prior to electro winning and smelting of gold doré. The table below shows the key metrics used to measure the operating performance of the mine: tonnes milled, grade, production, and unit costs:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended June 30,				​	​	Six months ended June 30,
​	****	​	2024		​	2023		​	2024		​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	318,457	​	​	109,605	​	​	713,294	​	​	109,605
Average tonnes crushed per day	​	​	3,461	​	​	1,611	​	​	3,898	​	​	1,611
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	3.47	​	​	1.56	​	​	3.09	​	​	1.32
Recovery (%)	​	​	94	​	​	90	​	​	94	​	​	77
Production (oz)	​	​	32,983	​	​	4,023	​	​	67,539	​	​	4,023
Metal sold (oz)	​	​	33,102	​	​	-	​	​	67,552	​	​	-
Realized price ($/oz)	​	​	2,332	​	​	-	​	​	2,211	​	​	-
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au)^1^	​	​	564	​	​	-	​	​	511	​	​	-
All-in sustaining cash cost ($/oz Au)^1^	​	​	1,097	​	​	-	​	​	1,021	​	​	-
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's) ^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	5,779	​	​	-	​	​	8,805	​	​	-
Sustaining leases	​	​	2,437	​	​	-	​	​	4,702	​	​	-
Non-sustaining	​	​	8,605	​	​	-	​	​	9,640	​	​	-
Brownfields	​	​	1,190	​	​	-	​	​	6,086	​	​	-
^1^Cash cost and All-in sustaining cash cost are non-IFRS financial measures. Refer to Non-IFRS Financial Measures.
^2^ Capital expenditures are presented on a cash basis

​

Quarterly Operating and Financial Highlights

​

In the second quarter of 2024, mined material totaled 420,222 tonnes of ore, averaging 3.03 g/t Au, and containing an estimated 40,912 ounces of gold from the Antenna, Ancien and Koula pits. Movement of waste during the quarter totaled 2,495,838 tonnes, for a strip ratio of 6:1.

​

Production was mainly focused on the Antenna pit which produced 364,491 tonnes of ore to provide higher grade feed to the processing plant during the power supply constraints detailed below. Mining at the Ancien and Koula pits provided the balance of ore production with 1,645,716 tonnes of the waste stripping occurring there.

​

Séguéla processed 318,457 tonnes in the quarter, producing 32,983 ounces of gold, at an average head grade of 3.47 g/t Au. During the quarter the mine experienced intermittent power outages from April to early July which resulted in the loss of 19 days of operating time for the mill. The loss of power was the result of power shedding from the national grid supplier due to failures at two power plants in Côte d’Ivoire. Since early July the mine has been receiving stable grid power. To guarantee mine power supply in the event of future outages the Company is sourcing expanded backup diesel power generation capabilities to support the entire process operation.

​

The potential impact to gold production from the intermittent power outages was largely mitigated by delivering higher grade feed to the mill and the benefits of operating efficiencies which have allowed the mill to operate at a throughput Fortuna | 15

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

rate of 208 tonnes per hour compared to a name place capacity of 154 tonnes per hour. Séguéla’s 2024 production guidance of 126,000 to 138,000 oz Au remains unaffected.

​

Cash cost per gold ounce sold was $564, and the all-in sustaining cash cost per gold ounce sold was $1,097 for Q2 2024. Both were below plan and guidance.

​

San Jose Mine, Mexico

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended June 30,				​	​	Six months ended June 30,
​	****	​	2024	****	​	2023	****	​	2024	****	​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	176,214	​	​	194,887	​	​	357,317	​	​	441,623
Average tonnes milled per day	​	​	1,980	​	​	2,633	​	​	2,077	​	​	2,760
​	​	​	​	​	​	​	​	​	​	​	​	​
Silver	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	140	​	​	168	​	​	143	​	​	186
Recovery (%)	​	​	87	​	​	91	​	​	88	​	​	91
Production (oz)	​	​	684,176	​	​	957,265	​	​	1,443,287	​	​	2,260,577
Metal sold (oz)	​	​	666,218	​	​	942,671	​	​	1,412,825	​	​	2,271,004
Realized price ($/oz)	​	​	29.33	​	​	24.09	​	​	26.24	​	​	23.20
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	1.09	​	​	1.02	​	​	0.99	​	​	1.13
Recovery (%)	​	​	85	​	​	90	​	​	86	​	​	90
Production (oz)	​	​	5,269	​	​	5,778	​	​	9,802	​	​	14,009
Metal sold (oz)	​	​	5,010	​	​	5,695	​	​	9,470	​	​	14,050
Realized price ($/oz)	​	​	2,344	​	​	1,973	​	​	2,218	​	​	1,929
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Ag Eq)^1,2^	​	​	24.91	​	​	15.79	​	​	23.34	​	​	13.16
All-in sustaining cash cost ($/oz Ag Eq)^1,2^	​	​	27.55	​	​	24.07	​	​	25.77	​	​	19.01
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's) ^3^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	–	​	​	3,593	​	​	–	​	​	7,366
Sustaining leases	​	​	216	​	​	214	​	​	477	​	​	376
Non-sustaining	​	​	2,313	​	​	524	​	​	5,790	​	​	793
Brownfields	​	​	–	​	​	788	​	​	–	​	​	1,875
^1^ Cash cost silver equivalent and All-in sustaining cash cost silver equivalent are calculated using realized metal prices for each period respectively
^2^Cash cost silver equivalent, and All-in sustaining cash cost silver equivalent are Non-IFRS Financial Measures, refer to Non-IFRS Financial Measures
^3^ Capital expenditures are presented on a cash basis

​ Fortuna | 16

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

Quarterly Operating and Financial Highlights

​

In the second quarter of 2024, San Jose produced 684,176 ounces of silver and 5,269 ounces of gold, 29% and 9% decreases respectively, at average head grades for silver and gold of 140 g/t and 1.09 g/t, a 17% decrease and 7% increase respectively, when compared to the same period in 2023. The decrease in silver and gold production, when compared to the first quarter of 2023, is explained by lower tonnes extracted and lower grades for silver, which is consistent with the annual plan and guidance. During the second quarter, the processing plant milled 176,214 tonnes at an average of 1,980 tonnes per day, in line with the plan for the period.

​

The cash cost per silver equivalent ounce for the three months ending June 30, 2024, was $24.91, an increase from $15.79 in the same period of 2023. The San Jose Mine has less operational flexibility in 2024 compared to 2023, due to the reduced and more dispersed Mineral Reserves associated with the Trinidad deposit, which also increased mine costs. Ore processed decreased by 10% due to lower tonnes mined.

​

The all-in sustaining cash cost per payable silver equivalent ounce for the three months ended June 30, 2024, increased by 14% to $27.55. This compares to $24.07 per ounce for the same period in 2023. These increases were mainly driven by higher cash costs and lower production and partially offset by lower capital expenditure. Management conducts regular assessments and trade-offs between maintaining operations at the mine or putting it on care and maintenance.

​

Sustaining capital expenditures have decreased as we near the anticipated closure of the mine. Drilling in 2024 was higher due to the drilling campaign at the Yessi vein, which was discovered in the third quarter of 2023. Exploration at the Yessi vein is ongoing. Fortuna | 17

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

Caylloma Mine, Peru

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended June 30,				​	​	Six months ended June 30,
​	****	​	2024		​	2023		​	2024		​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	136,543	​	​	137,004	​	​	273,639	​	​	262,999
Average tonnes milled per day	​	​	1,552	​	​	1,539	​	​	1,546	​	​	1,494
​	​	​	​	​	​	​	​	​	​	​	​	​
Silver	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	83	​	​	84	​	​	85	​	​	83
Recovery (%)	​	​	84	​	​	83	​	​	83	​	​	81
Production (oz)	​	​	306,398	​	​	305,296	​	​	621,858	​	​	588,362
Metal sold (oz)	​	​	267,569	​	​	336,086	​	​	593,051	​	​	599,656
Realized price ($/oz)	​	​	28.55	​	​	24.13	​	​	25.69	​	​	23.30
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	0.11	​	​	0.12	​	​	0.11	​	​	0.16
Recovery (%)	​	​	30	​	​	16	​	​	29	​	​	40
Production (oz)	​	​	143	​	​	89	​	​	293	​	​	255
Metal sold (oz)	​	​	60	​	​	-	​	​	123	​	​	22
Realized price ($/oz)	​	​	2,351	​	​	-	​	​	2,179	​	​	1,895
​	​	​	​	​	​	​	​	​	​	​	​	​
Lead	​	​	​	​	​	​	​	​	​	​	​	​
Grade (%)	​	​	3.83	​	​	3.72	​	​	3.66	​	​	3.27
Recovery (%)	​	​	91	​	​	91	​	​	91	​	​	87
Production (000's lbs)	​	​	10,525	​	​	10,207	​	​	20,055	​	​	19,716
Metal sold (000's lbs)	​	​	9,422	​	​	11,419	​	​	19,247	​	​	20,201
Realized price ($/lb)	​	​	0.98	​	​	0.96	​	​	0.96	​	​	0.99
​	​	​	​	​	​	​	​	​	​	​	​	​
Zinc	​	​	​	​	​	​	​	​	​	​	​	​
Grade (%)	​	​	4.80	​	​	5.18	​	​	4.63	​	​	4.14
Recovery (%)	​	​	90	​	​	90	​	​	90	​	​	89
Production (000's lbs)	​	​	13,040	​	​	14,037	​	​	25,223	​	​	27,088
Metal sold (000's lbs)	​	​	12,710	​	​	13,986	​	​	25,175	​	​	27,800
Realized price ($/lb)	​	​	1.29	​	​	1.23	​	​	1.20	​	​	1.34
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Ag Eq)^1,2^	​	​	13.94	​	​	14.35	​	​	12.66	​	​	13.60
All-in sustaining cash cost ($/oz Ag Eq)^1,2^	​	​	19.87	​	​	19.18	​	​	18.38	​	​	18.12
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's) ^3^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	2,794	​	​	2,943	​	​	6,171	​	​	5,753
Sustaining leases	​	​	974	​	​	957	​	​	1,880	​	​	1,813
Brownfields	​	​	333	​	​	336	​	​	691	​	​	540
^1^ Cash cost silver equivalent and All-in sustaining cash cost silver equivalent are calculated using realized metal prices for each period respectively
^2^ Cash cost silver equivalent, and All-in sustaining cash cost silver equivalent are Non-IFRS Financial Measures, refer to Non-IFRS Financial Measures
^3^ Capital expenditures are presented on a cash basis

​

​ Fortuna | 18

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

Quarterly Operating and Financial Highlights

​

In the second quarter, the Caylloma Mine produced 306,398 ounces of silver, which was in line with the second quarter of 2023, at an average head grade of 83 g/t Ag.

​

Lead and zinc production for the quarter were 10.5 million pounds of lead, and 13.0 million pounds of zinc. Lead production increased 3% and zinc production decreased by 7% compared to the same period in 2023. Head grades averaged 3.83%, and 4.80%, a 3% increase and 7% decrease, respectively, when compared to the second quarter of 2023.

​

The cash cost per silver equivalent ounce sold for the three months ended June 30, 2024 was $13.94, a 3% decrease compared to the comparable period in 2023. This was primarily due to lower energy and maintenance costs in the plant.

​

The all-in sustaining cash cost per ounce of payable silver equivalent for the three months ended June 30, 2024, was $19.87 compared to $19.18 for the same period in 2023. The higher all-in sustaining cash cost per ounce was the result of higher silver prices on the calculation of silver equivalent ounces.

​

QUARTERLY INFORMATION

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		Q2 2024		Q1 2024		Q4 2023		Q3 2023		Q2 2023		Q1 2023		Q4 2022		Q3 2022
Sales	​	260.0	​	224.9	​	265.3	​	243.1	​	158.4	​	175.7	​	164.7	​	166.6
Mine operating income	​	79.9	​	69.9	​	51.9	​	65.9	​	31.9	​	40.4	​	26.0	​	24.7
Operating income (loss)	​	55.4	​	47.1	​	(77.4)	​	45.4	​	7.7	​	23.9	​	(173.1)	​	5.7
Net income (loss)	​	43.3	​	29.1	​	(89.8)	​	30.9	​	3.5	​	11.9	​	(160.4)	​	(4.1)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Basic (loss) earnings per share	​	0.13	​	0.09	​	(0.30)	​	0.09	​	0.01	​	0.04	​	(0.52)	​	(0.01)
Diluted (loss) earnings per share	​	0.13	​	0.09	​	(0.30)	​	0.09	​	0.01	​	0.04	​	(0.52)	​	(0.01)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total assets	​	2,024.8	​	1,947.4	​	1,967.9	​	2,046.6	​	1,991.5	​	1,946.1	​	1,876.2	​	2,032.6
Debt	​	167.2	​	167.6	​	206.8	​	246.6	​	285.9	​	244.9	​	219.2	​	204.2

​

Figures may not add due to rounding

​

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

​

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

​

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

​

Sales increased 53% in the third quarter of 2023 to $243.1 million compared to $158.4 million in the second quarter of 2023. Sales in the quarter were impacted by the addition of Séguéla as an operating mine. Net income increased by $27.4 Fortuna | 19

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

million compared to the second quarter of 2023 as a result of contributions from Séguéla which was in ramp-up during the previous quarter and the return to full operations at San Jose following an illegal blockade.

​

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

​

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

​

Sales decreased 1% in the fourth quarter of 2022 to $164.7 million compared to $166.6 million in the third quarter of 2022 as lower production was offset by higher metal prices. Net loss increased by $156.3 million compared to the third quarter of 2022 as a result of an impairment charge of $182.8 million ($164.5 million net of tax) related to write-downs in the carrying values of the San Jose, Yaramoko, and Lindero cash generating units.

​

Sales decreased 1% in the third quarter of 2022 to $166.6 million compared to $167.9 million in the second quarter of 2022 as higher production was offset by lower realized metal prices. Mine operating income was impacted by higher processing costs and a $1.0 million write down of inventory to net realizable value at Yaramoko. Net income decreased $5.8 million compared to the second quarter of 2022 primarily due to the factors described above as well the write-off of the Tlamino property for $3.4 million.

​

LIQUIDITY AND CAPITAL RESOURCES

​

Cash and Cash Equivalents

The Company had cash and cash equivalents of $105.6 million at June 30, 2024 compared to $128.1 million at the end of 2023. The decrease in cash and cash equivalents was primarily the result of paying down debt, mostly in the second quarter, with net payments of $165.0 million to bring the outstanding balance of the revolving credit facility to $nil and $46.1 million deposited into trust to settle the 2019 Debentures which was partially offset by the receipt of $172.5 million from the issuance of the 2024 Notes. Significant cash flow movements for the quarter are described below.

​

Operating Activities

Cash flow generated from operating activities for the three months ending June 30, 2024 increased to $73.5 million compared to $44.2 million in Q2 2023. Prior to working capital adjustments, the Company generated $93.0 million in operating cash flow compared to $41.6 million in the prior period primarily due to the addition of Séguéla as an operating mine and higher metal prices. This was offset by negative working capital movements of $19.6 million which primarily consisted of the following:

●	An increase in receivables of $9.3 million driven by an increase in VAT receivables of $4.9 million at Séguéla and $4.3 million at Yaramoko
●	An increase of inventories of $13.5 million related in part to a $2.3 million increase in material and supplies and $2.6 million in metals inventory at Séguéla and a $1.5 million increase in materials and supplies and $4.5 million in metals inventory at Lindero
---	---

​

Higher income taxes paid for the quarter were the result of $17.4 million paid by Séguéla related to two installments on taxes accrued for 2023 income. A third installment payment will be made in September of 2024.

​ Fortuna | 20

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

Investing Activities

For the three months ended June 30, 2024 the Company invested $50.4 million in capital expenditures on a cash basis consisting of $32.8 million in sustaining capital and $17.6 million in expansionary capital. Capital investments consisted primarily of the following:

​

Sustaining

●	$16.2 million at Lindero primarily for the construction of the heap leach pad expansion and capitalized stripping
●	$6.5 million at Yaramoko primarily for underground development
---	---
●	$6.9 million at Séguéla primarily for capitalized stripping and construction of a tailings dam raise
---	---
●	$3.1 million at Caylloma for underground development
---	---

​

Expansionary

●	$4.9 million related to exploration and study work at the Diamba Sud project
●	$1.7 million for exploration of the Yessi Vein and other expansionary targets at San Jose
---	---
●	$6.5 million to acquire one half of the 1.2% NSR royalty held by Franco Nevada on the Séguéla property
---	---
●	$2.1 million in non-sustaining exploration at the Séguéla property
---	---

​

During the period, the Company also realized an investment gain of $2.5 million related to blue chip swaps at Lindero to access a foreign exchange window opened by the Argentine Government.

​

Financing Activities

Financing activities for the quarter primarily consisted of the following:

●	$46.1 million was deposited into trust to redeem the 2019 Debentures
●	A net payment of $125.0 million was made on Company’s revolving credit facility bringing the outstanding balance to $nil
---	---
●	The Company issued $172.5 million in convertible notes
---	---
●	$5.1 million in lease payments
---	---

​

Subsequent to June 30, 2024, a number of holders of the 2019 Debentures exercised their right to convert their debt into Common Shares of the Company at an exercise price of $5.00 per share representing a conversion rate of 200 Common Shares per $1,000 principal amount of debentures. As a result the Company issued 7,184,000 common shares of the Company to such debenture holders and $35.9 million of the funds held in trust related to the proposed redemption of the 2019 Debentures were returned to the Company.

​

Capital Resources

The Company maintains a $250.0 million revolving credit facility (“Credit Facility”). As at June 30, 2024, the Company had drawn down $nil of the available credit (excluding letters of credit). The Credit Facility has a term of four years and matures on November 4, 2025. The amount available under the Credit Facility steps down to $175.0 million on November 4, 2024. Interest accrues on SOFR loans under the Credit Facility at SOFR plus an applicable margin of 2.25% to 3.25% which varies depending on the consolidated leverage levels of the Company.

​

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

​

​

​	​	​	​	​	​	​	​	​	​
As at		June 30, 2024		​	December 31, 2023		​	Change
Cash and cash equivalents	​	​	105.6	​	​	128.1	​	​	(22.5)
Credit facility	​	​	250.0	​	​	250.0	​	​	-

Fortuna | 21

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

Total liquidity available	​	​	355.6	​	​	378.1	​	​	(22.5)
Amount drawn on credit facility^1^	​	​	—	​	​	(165.0)	​	​	165.0
Net liquidity position	​	​	355.6	​	​	213.1	​	​	142.5
^1^Excluding letters of credit	​	​	​	​	​	​	​	​	​

​

Figures may not add due to rounding

​

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

​

Subject to earlier redemption or purchase, holders may convert their 2024 Notes at any time until the close of business on the business day immediately preceding June 30, 2029. Upon conversion, holders of the 2024 Notes will receive common shares in the capital of the Company based on an initial conversion rate, subject to adjustment, of 151.7220 common shares per $1,000 principal amount of 2024 Notes (which represents an initial conversion price of approximately $6.591 per common share). A holder that surrenders 2024 Notes for conversion in connection with a “make-whole fundamental change” or a notice of redemption may in certain circumstances be entitled to an increased conversion rate.

​

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

​

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

​

Contractual Obligations

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Expected payments due by year as at June 30, 2024
​	​	​	Less than	​	​		​	​		​	​	After	​	​
​	​	​	1 year	****	​	1 - 3 years	****	​	4 - 5 years	​	​	5 years	​	​	Total
Trade and other payables	​	$	143,153	​	$	-	​	$	-	​	$	-	​	$	143,153
Debt	​	​	45,715	​	​	-	​	​	172,500	​	​	-	​	​	218,215
Income taxes payable	​	​	43,660	​	​	-	​	​	-	​	​	-	​	​	43,660
Lease obligations	​	​	20,889	​	​	37,277	​	​	4,757	​	​	7,571	​	​	70,494
Other liabilities	​	​	-	​	​	4,547	​	​	-	​	​	-	​	​	4,547
Closure and reclamation provisions	​	​	8,112	​	​	24,406	​	​	7,253	​	​	31,559	​	​	71,330
​	​	$	261,529	​	$	66,230	​	$	184,510	​	$	39,130	​	$	551,399

​

​

​

​ Fortuna | 22

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

SEMARNAT Dispute

On January 5, 2023, the Company announced that it had received notice of a resolution (“SEMARNAT Resolution”) from the Secretaría de Medio Ambiente y Recursos Naturales (“SEMARNAT”) which provides that SEMARNAT has annulled and is re-assessing the 12-year extension to the environmental impact authorization (“EIA”) for the San Jose Mine that it had granted to Fortuna’s wholly-owned subsidiary, Compania Minera Cuzcatlan S.A. de C.V. (“Minera Cuzcatlan”) in December 2022.

​

Minera Cuzcatlan initiated legal proceedings in the Mexican Federal Administrative Court (the “Court”) to contest and revoke the annulment of the EIA, and also obtained a permanent injunction which allows the San Jose Mine to continue to operate under the terms of the 12-year EIA until the determination of these legal proceedings.

​

On October 30, 2023, the Company announced that the Court had ruled in favour of Minera Cuzcatlan and reinstated the 12-year EIA.  The decision of the Court has been appealed and was admitted by the Mexican Collegiate Court (the “Appeals Court”) in January 2024.  Minera Cuzcatlan filed a response with the Appeals Court in February 2024.  A decision of the Appeals Court is expected within the next six to 12 months.  The permanent injunction that Minera Cuzcatlan already has remains in effect.

​

Until the determination of these legal proceedings, the Company has agreed with its lenders to certain temporary restrictions under the Credit Facility (which restrictions have been reduced from those imposed by the lenders in 2023) as follows:

​

●	The Company may not exercise the $50.0 million accordion feature.

​

●

The Company must maintain a minimum liquidity balance of $70.0 million. In the event that the Company fails to maintain this minimum requirement over a period of 30 days, the availability of the credit under the facility will be reduced to $200.0 million. The credit availability will revert to $250.0 million once the Company re-establishes the minimum liquidity balance requirement over a period of 30 days.

​

●	The Company cannot make any cash-based permitted acquisition and investments, nor any discretionary expansionary capital expenditures.

​

●	The Company may not make investments in or provide financial assistance to non-guaranteeing subsidiaries in excess of $3.0 million

​

In the event that: (1) the permanent injunction ceases to be in effect; (2) the Court upholds the SEMARNAT Resolution, (3) an Administrative Authority issues a resolution to cease operations at the San Jose Mine, or (4) a positive unappealable decision in the Mexican Legal Proceedings is not received before December 31, 2024, the availability under the Credit Facility will be reduced to nil, and an event of default will occur thereunder.

​

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. Fortuna | 23

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

​

Provisionally priced trade receivables of $18.8 million are the Company’s only level 2 fair valued instruments and no level 3 instruments are held.

​

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

​

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

​

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

​

The Company has 313,330,829 common shares outstanding as at August 7, 2024. In addition, there were 2,054,962 equity-settled performance share units outstanding. There were no incentive stock options outstanding.

​	​

​

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

​

As at June 30, 2024, the Company had $45.7 million of 2019 Debentures outstanding.  The 2019 Debentures were due to mature on October 31, 2024 and bore interest at a rate of 4.65% per annum, payable semi-annually in arrears on the last business day of April and October. The 2019 Debentures were convertible at the holder’s option into common shares in the capital of the Company at a conversion price of $5.00 per share. Refer to Note 14 of the 2023 Financial Statements for additional details.

​

Subsequent to June 30, 2024, a number of the holders of the 2019 Debentures exercised their right to convert the debentures into Common Shares of the Company at an exercise price of $5.00 per share representing a conversion rate of 200 Common Shares per $1,000 principal amount of debentures. As a result the Company issued 7,184,000 common shares of the Company to such debenture holders. See “Corporate Developments” for additional information.

​

Normal Course Issuer Bid

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

​ Fortuna | 24

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

RELATED PARTY TRANSACTIONS ****

​

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

​

Key Management Personnel

​

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

Amounts paid to key management personnel were as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,					​	Six months ended June 30,
(Expressed in $ thousands)	​	2024			2023		​	2024			2023
Salaries and benefits	​	​	2,038	​	​	1,985	​	​	4,969	​	​	4,814
Directors fees	​	​	214	​	​	207	​	​	429	​	​	414
Consulting fees	​	​	16	​	​	17	​	​	33	​	​	33
Share-based payments	​	​	3,539	​	​	565	​	​	5,280	​	​	1,825
​	​	​	5,807	​	​	2,774	​	​	10,711	​	​	7,086

​

​

​

​

​

​

​

​

​

​

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 Q2 2024 Financial Statements, including but not limited to: cash cost per ounce of gold; all-in sustaining cash cost per ounce of gold sold; all-in sustaining cash costs per ounce of gold equivalent sold; all-in cash cost per ounce of gold sold; cash cost per payable ounce of silver equivalent; all-in sustaining cash cost per payable ounce of silver equivalent sold; all-in cash cost per payable ounce of silver equivalent sold; free cash flow and free cashflow from ongoing operations; adjusted net income; adjusted attributable net income; adjusted EBITDA; net debt and working capital.

​

These non-IFRS financial measures and non-IFRS ratios are widely reported in the mining industry as benchmarks for performance and are used by Management to monitor and evaluate the Company's operating performance and ability to generate cash. The Company believes that, in addition to financial measures and ratios prepared in accordance with IFRS, certain investors use these non-IFRS financial measures and ratios to evaluate the Company’s performance. However, the measures do not have a standardized meaning under IFRS and may not be comparable to similar financial measures disclosed by other companies. Accordingly, non-IFRS financial measures and non-IFRS ratios should not be considered in isolation or as a substitute for measures and ratios of the Company’s performance prepared in accordance with IFRS. The Company has calculated these measures consistently for all periods presented except for all-in sustaining costs per silver equivalent ounce sold. Costs associated with right of use leases were removed in Q1 2024 to better align the calculation with all-in sustaining costs per gold equivalent ounces sold. Prior period comparatives have been updated to reflect the change.

​ Fortuna | 25

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

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

​

Non-IFRS Financial Measure or Ratio	Definition	Most Directly Comparable IFRS Measure	Why we use this measure and why it is useful to investors
Silver Equivalent Ounces Sold	Silver equivalent ounces are calculated by converting other metal production to its silver equivalent using relative metal/silver metal prices at realized prices and adding the converted metal production expressed in silver ounces to the ounces of silver production.	Silver Ounces Sold	Management believes this provides a consistent way to measure costs and performance.
Gold Equivalent Ounces Sold	Gold equivalent ounces are calculated by converting other metal production to its gold equivalent using relative metal/gold metal prices at realized prices and adding the converted metal production expressed in gold ounces to the ounces of gold production.	Gold Ounces Sold		​
Cash Costs	Cash costs include all direct and indirect operating cash costs related directly to the physical activities of producing metals, including mining and processing costs, third-party refining and treatment charges, on-site general and administrative expenses, applicable production taxes and royalties which are not based on sales or taxable income calculations , net of by-product credits, but are exclusive of the impact of non-cash items that are included as part of the cost of sales that is calculated in the consolidated Income Statement including depreciation and depletion, reclamation, capital, development and exploration costs.	Cost of Sales	Management believes that cash cost and AISC measures provide useful information regarding the Company's ability to generate operating earnings and cash flows from its mining operations, and uses such measures to monitor the performance of the Company's mining operations. In addition, the Company believes that each measure provides useful information to investors in comparing, on a mine-by-mine basis, our operations relative performance on a period-by-period basis, against our competitors operations.
Cash Cost Per Ounce	This ratio is calculated by dividing cash costs by gold or silver equivalent ounces sold in the period.	​	​
All-In Sustaining Costs (AISC)	The Company, in conjunction with an initiative undertaken within the gold mining industry, has adopted AISC and all-in sustaining cost measures based on guidance published by World Gold Council ("WGC"). The Company conforms its AISC and all-in cash cost definitions to that set out in the guidance and the Company has presented the cash cost figures on a sold ounce basis.<br><br>We define All-in Sustaining Costs as total production cash costs incurred at the applicable mining operation but excludes mining royalty recognized as income tax within the scope of IAS-12, as well as non-sustaining capital expenditures. Sustaining capital expenditures, corporate selling, general and administrative expenses, and brownfield exploration expenditures are added to the cash cost. AISC is estimated at realized metal prices.	​	​
AISC per Ounce Sold	This ratio is calculated by dividing AISC by gold or silver equivalent ounces sold in the period.	​	​
All-In Costs	All-In Costs is calculated consistently with AISC but is inclusive of non-sustaining capital.	​	​

Fortuna | 26

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

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

​

​

Cash Cost per Ounce of Gold Equivalent Sold

​

The following tables present a reconciliation of cash cost per ounce of gold equivalent sold to the cost of sales in the Q2 2024 Financial Statements:

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce	****	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs

Fortuna | 27

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

Sold - Q2 2024
Cost of sales	36,010	​	50,839	​	51,430	​	25,524	​	16,239	​	180,044
Inventory adjustment	(228)	​	(2,852)	​	—	​	443	​	—	​	(2,637)
Depletion, depreciation, and amortization	(11,580)	​	(13,784)	​	(27,130)	​	(573)	​	(3,358)	​	(56,425)
Royalties and taxes	(116)	​	(6,009)	​	(5,629)	​	(867)	​	(229)	​	(12,850)
By-product credits	(704)	​	—	​	—	​	—	​	—	​	(704)
Other	—	​	—	​	—	​	6	​	(350)	​	(344)
Treatment and refining charges	—	​	—	​	—	​	743	​	2,287	​	3,030
Cash cost applicable per gold equivalent ounce sold	23,382	​	28,194	​	18,671	​	25,276	​	14,589	​	110,112
Ounces of gold equivalent sold	21,409	​	31,455	​	33,102	​	12,670	​	12,858	​	111,495
Cash cost per ounce of gold equivalent sold (/oz)	1,092	​	896	​	564	​	1,995	​	1,135	​	988
Gold equivalent was calculated using the realized prices for gold of 2,334/oz Au, 29.1/oz Ag, 2,157/t Pb, and 2,835/t Zn for Q2 2024.
Figures may not add due to rounding
​

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Q2 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	40,280	​	38,353	​	—	​	29,366	​	18,543	​	126,542
Inventory adjustment	—	​	(827)	​	—	​	—	​	—	​	(827)
Depletion, depreciation, and amortization	(11,873)	​	(15,788)	​	—	​	(8,532)	​	(3,405)	​	(39,598)
Royalties and taxes	(3,850)	​	(3,086)	​	—	​	(1,040)	​	(519)	​	(8,495)
By-product credits	(2,486)	​	—	​	—	​	—	​	—	​	(2,486)
Other	—	​	—	​	—	​	267	​	(483)	​	(216)
Treatment and refining charges	—	​	—	​	—	​	1,113	​	5,257	​	6,370
Cash cost applicable per gold equivalent ounce sold	22,071	​	18,652	​	—	​	21,174	​	19,393	​	81,290
Ounces of gold equivalent sold	25,130	​	25,946	​	—	​	16,382	​	16,536	​	83,994
Cash cost per ounce of gold equivalent sold (/oz)	878	​	719	​	—	​	1,293	​	1,173	​	968
Gold equivalent was calculated using the realized prices for gold of 1,973/oz Au, 24.1/oz Ag, 2,115/t Pb, and 2,713/t Zn for Q2 2023
Figures may not add due to rounding
​

All values are in US Dollars.

​

​ Fortuna | 28

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

​	​	​	​	​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Year to Date 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	70,059	​	85,790	​	96,640	​	49,248	​	33,344	​	335,083
Inventory adjustment	(228)	​	(2,852)	​	—	​	455	​	—	​	(2,625)
Depletion, depreciation, and amortization	(23,160)	​	(23,999)	​	(51,046)	​	(964)	​	(7,182)	​	(106,351)
Royalties and taxes	(369)	​	(10,302)	​	(11,101)	​	(1,571)	​	(583)	​	(23,926)
By-product credits	(1,127)	​	—	​	—	​	—	​	—	​	(1,127)
Other	—	​	—	​	—	​	—	​	(681)	​	(681)
Treatment and refining charges	—	​	—	​	—	​	1,717	​	3,518	​	5,235
Cash cost applicable per gold equivalent ounce sold	45,175	​	48,637	​	34,493	​	48,885	​	28,416	​	205,606
Ounces of gold equivalent sold	43,037	​	58,627	​	67,552	​	24,719	​	26,156	​	220,091
Cash cost per ounce of gold equivalent sold (/oz)	1,050	​	830	​	511	​	1,978	​	1,086	​	934
Gold equivalent was calculated using the realized prices for gold of 2,213/oz Au, 26.1/oz Ag, 2,120/t Pb, and 2,644/t Zn for Year to Date 2024.
Figures may not add due to rounding
​

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Year to Date 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	82,005	​	83,216	​	—	​	61,889	​	34,651	​	261,761
Inventory adjustment	15	​	(827)	​	—	​	—	​	—	​	(812)
Depletion, depreciation, and amortization	(25,065)	​	(33,156)	​	—	​	(18,444)	​	(6,888)	​	(83,553)
Royalties and taxes	(7,776)	​	(6,448)	​	—	​	(2,297)	​	(685)	​	(17,206)
By-product credits	(3,284)	​	—	​	—	​	—	​	—	​	(3,284)
Other	—	​	—	​	—	​	250	​	(955)	​	(705)
Treatment and refining charges	—	​	—	​	—	​	1,837	​	10,762	​	12,599
Cash cost applicable per gold equivalent ounce sold	45,895	​	42,785	​	—	​	43,235	​	36,885	​	168,800
Ounces of gold equivalent sold	51,893	​	55,418	​	—	​	39,511	​	32,712	​	179,535
Cash cost per ounce of gold equivalent sold (/oz)	884	​	772	​	—	​	1,094	​	1,128	​	940
Gold equivalent was calculated using the realized prices for gold of 1,930/oz Au, 23.2/oz Ag, 2,174/t Pb, and 2,954/t Zn for YTD 2023
Figures may not add due to rounding
​

All values are in US Dollars.

​

​ Fortuna | 29

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

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

​

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

​	​	​	​	​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Q2 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	23,382	​	28,194	​	18,671	​	25,276	​	14,589	​	—	​	110,112
Inventory net realizable value adjustment	—	​	1,777	​	—	​	—	​	—	​	—	​	1,777
Royalties and taxes	116	​	6,009	​	5,629	​	867	​	229	​	—	​	12,850
Worker's participation	—	​	—	​	—	​	—	​	472	​	—	​	472
General and administration	3,281	​	182	​	2,603	​	1,590	​	1,406	​	12,338	​	21,400
Stand-by	—	​	—	​	—	​	—	​	—	​	—	​	—
Total cash costs	26,779	​	36,162	​	26,903	​	27,733	​	16,696	​	12,338	​	146,611
Sustaining capital1	16,738	​	7,525	​	9,406	​	216	​	4,101	​	—	​	37,986
All-in sustaining costs	43,517	​	43,687	​	36,309	​	27,949	​	20,797	​	12,338	​	184,597
Gold equivalent ounces sold	21,409	​	31,455	​	33,102	​	12,670	​	12,858	​	—	​	111,495
All-in sustaining costs per ounce	2,033	​	1,389	​	1,097	​	2,206	​	1,617	​	—	​	1,656
Gold equivalent was calculated using the realized prices for gold of 2,334/oz Au, 29.1/oz Ag, 2,157/t Pb, and 2,835/t Zn for Q2 2024.
Figures may not add due to rounding
1 Presented on a cash basis
​	​	​	​	​	​	​	​	​	​	​	​	​	​

All values are in US Dollars.

​

​

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Q2 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	22,071	​	18,652	​	—	​	21,174	​	19,393	​	—	​	81,290
Inventory net realizable value adjustment	—	​	334	​	—	​	—	​	—	​	—	​	334
Royalties and taxes	3,850	​	3,086	​	—	​	1,040	​	519	​	—	​	8,495
Worker's participation	—	​	—	​	—	​	(333)	​	501	​	—	​	168
General and administration	2,507	​	609	​	—	​	1,722	​	1,290	​	8,312	​	14,440
Stand-by	—	​	2,999	​	—	​	4,084	​	—	​	—	​	7,083
Total cash costs	28,428	​	25,680	​	—	​	27,687	​	21,703	​	8,312	​	111,810
Sustaining capital1	13,936	​	16,498	​	—	​	4,595	​	4,236	​	—	​	39,265
All-in sustaining costs	42,364	​	42,178	​	—	​	32,282	​	25,939	​	8,312	​	151,075
Gold equivalent ounces sold	25,130	​	25,946	​	—	​	16,382	​	16,536	​	—	​	83,994
All-in sustaining costs per ounce	1,686	​	1,626	​	—	​	1,971	​	1,569	​	—	​	1,799
Gold equivalent was calculated using the realized prices for gold of 1,973/oz Au, 24.1/oz Ag, 2,115/t Pb, and 2,713/t Zn for Q2 2023
Figures may not add due to rounding
1 Presented on a cash basis
​	​	​	​	​	​	​	​	​	​	​	​	​	​

All values are in US Dollars. Fortuna | 30

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Year to Date 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	45,175	​	48,637	​	34,493	​	48,885	​	28,416	​	—	​	205,606
Inventory net realizable value adjustment	—	​	1,777	​	—	​	—	​	—	​	—	​	1,777
Royalties and taxes	369	​	10,302	​	11,101	​	1,571	​	583	​	—	​	23,926
Worker's participation	—	​	—	​	—	​	—	​	889	​	—	​	889
General and administration	6,160	​	732	​	3,771	​	3,048	​	2,625	​	22,987	​	39,323
Stand-by	—	​	—	​	—	​	—	​	—	​	—	​	—
Total cash costs	51,704	​	61,448	​	49,365	​	53,504	​	32,513	​	22,987	​	271,521
Sustaining capital1	27,143	​	19,558	​	19,593	​	477	​	8,742	​	—	​	75,513
All-in sustaining costs	78,847	​	81,006	​	68,958	​	53,981	​	41,255	​	22,987	​	347,034
Gold equivalent ounces sold	43,037	​	58,627	​	67,552	​	24,719	​	26,156	​	—	​	220,091
All-in sustaining costs per ounce	1,832	​	1,382	​	1,021	​	2,184	​	1,577	​	—	​	1,577
Gold equivalent was calculated using the realized prices for gold of 2,213/oz Au, 26.1/oz Ag, 2,120/t Pb, and 2,644/t Zn for Year to Date 2024.
Figures may not add due to rounding
1 Presented on a cash basis
​	​	​	​	​	​	​	​	​	​	​	​	​	​

All values are in US Dollars.

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Year to Date 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	45,895	​	42,785	​	—	​	43,235	​	36,885	​	—	​	168,800
Inventory net realizable value adjustment	—	​	334	​	—	​	—	​	—	​	—	​	334
Royalties and taxes	7,776	​	6,448	​	—	​	2,297	​	685	​	—	​	17,206
Worker's participation	—	​	—	​	—	​	(312)	​	1,018	​	—	​	706
General and administration	4,499	​	1,498	​	—	​	3,524	​	2,434	​	17,081	​	29,036
Stand-by	—	​	2,999	​	—	​	4,084	​	—	​	—	​	7,083
Total cash costs	58,170	​	54,064	​	—	​	52,828	​	41,022	​	17,081	​	223,165
Sustaining capital1	22,279	​	32,597	​	—	​	9,617	​	8,106	​	—	​	72,599
All-in sustaining costs	80,449	​	86,661	​	—	​	62,445	​	49,128	​	17,081	​	295,764
Gold equivalent ounces sold	51,893	​	55,418	​	—	​	39,511	​	32,712	​	—	​	179,535
All-in sustaining costs per ounce	1,550	​	1,564	​	—	​	1,580	​	1,502	​	—	​	1,648
Gold equivalent was calculated using the realized prices for gold of 1,930/oz Au, 23.2/oz Ag, 2,174/t Pb, and 2,954/t Zn for YTD 2023
Figures may not add due to rounding
1 Presented on a cash basis
​	​	​	​	​	​	​	​	​	​	​	​	​	​

All values are in US Dollars.

​

​

​

​

​

​

​ Fortuna | 31

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

Cost Cash Cost per Payable Ounce of Silver Equivalent Sold

​

The following tables present a reconciliation of cash cost per payable ounce of silver equivalent sold (“SEO”) to the cost of sales in the Q2 2024 Financial Statements:

​

​	​	​	​	​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Q2 2024	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales	​	25,524	​	16,239	​	41,763
Inventory adjustment	​	443	​	—	​	443
Depletion, depreciation, and amortization	​	(573)	​	(3,358)	​	(3,931)
Royalties and taxes	​	(867)	​	(229)	​	(1,096)
Other	​	6	​	(350)	​	(344)
Treatment and refining charges	​	743	​	2,287	​	3,030
Cash cost applicable per silver equivalent sold	​	25,276	​	14,589	​	39,865
Ounces of silver equivalent sold^1^	​	1,014,526	​	1,046,393	​	2,060,919
Cash cost per ounce of silver equivalent sold ($/oz)	​	24.91	​	13.94	​	19.34
^1^ Silver equivalent sold for Q2 2024 for San Jose is calculated using a silver to gold ratio of 79.9:1. Silver equivalent sold for Q2 2024 for Caylloma is calculated using a silver to gold ratio of 82.4:1, silver to lead ratio of 1:29.2 pounds, and silver to zinc ratio of 1:22.2 pounds.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures may not add due to rounding
​
​	​	​	​	​	​	​

​

​

​	​	​	​	​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Q2 2023	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales	​	29,366	​	18,543	​	47,909
Inventory adjustment	​	—	​	—	​	—
Depletion, depreciation, and amortization	​	(8,532)	​	(3,405)	​	(11,937)
Royalties and taxes	​	(1,040)	​	(519)	​	(1,559)
Other	​	267	​	(483)	​	(216)
Treatment and refining charges	​	1,113	​	5,257	​	6,370
Cash cost applicable per silver equivalent sold	​	21,174	​	19,393	​	40,567
Ounces of silver equivalent sold^1^	​	1,341,320	​	1,352,522	​	2,693,842
Cash cost per ounce of silver equivalent sold ($/oz)	​	15.79	​	14.35	​	15.06
1 Silver equivalent sold for San Jose for Q2 2023 is 81.9:1.Silver equivalent sold for Caylloma for Q2 2023 is calculated using a silver to gold ratio of 0.0:1, silver to lead ratio of 1:28.2 pounds, and silver to zinc ratio 1:19.6.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures have been restated to remove Right of Use
Figures may not add due to rounding
​	​	​	​	​	​	​

​

​	​	​	​	​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Year to Date 2024	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales	​	49,248	​	33,344	​	82,592
Inventory adjustment	​	455	​	—	​	455
Depletion, depreciation, and amortization	​	(964)	​	(7,182)	​	(8,146)
Royalties and taxes	​	(1,571)	​	(583)	​	(2,154)
Other	​	—	​	(681)	​	(681)
Treatment and refining charges	​	1,717	​	3,518	​	5,235
Cash cost applicable per silver equivalent sold	​	48,885	​	28,416	​	77,301
Ounces of silver equivalent sold^1^	​	2,094,621	​	2,244,876	​	4,339,497
Cash cost per ounce of silver equivalent sold ($/oz)	​	23.34	​	12.66	​	17.81
1 Silver equivalent sold for Year to Date 2024 for San Jose is calculated using a silver to gold ratio of 84.5:1. Silver equivalent sold for Year to Date 2024 for Caylloma is calculated using a silver to gold ratio of 84.8:1, silver to lead ratio of 1:26.7 pounds, and silver to zinc ratio of 1:21.4 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 | 32

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

​	​	​	​	​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Year to Date 2023	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales	​	61,889	​	34,651	​	96,540
Inventory adjustment	​	—	​	—	​	—
Depletion, depreciation, and amortization	​	(18,444)	​	(6,888)	​	(25,332)
Royalties and taxes	​	(2,297)	​	(685)	​	(2,982)
Other	​	250	​	(955)	​	(705)
Treatment and refining charges	​	1,837	​	10,762	​	12,599
Cash cost applicable per silver equivalent sold	​	43,235	​	36,885	​	80,120
Ounces of silver equivalent sold^1^	​	3,284,402	​	2,711,988	​	5,996,390
Cash cost per ounce of silver equivalent sold ($/oz)	​	13.16	​	13.60	​	13.36
1 Silver equivalent sold for Year to Date 2023 for San Jose is calculated using a silver to gold ratio of 83.1:1. Silver equivalent sold for Year to Date 2023 for Caylloma is calculated using a silver to gold ratio of 81.3:1, silver to lead ratio of 1:23.6 pounds, and silver to zinc ratio of 1:17.4 pounds.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures have been restated to remove Right of Use
Figures may not add due to rounding
​	​	​	​	​	​	​

​

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

​

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

​

​

​	​	​	​	​	​	​
AISC Per Silver Equivalent Ounce Sold - Q2 2024	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold	​	25,276	​	14,589	​	39,865
Royalties and taxes	​	867	​	229	​	1,096
Worker's participation	​	—	​	472	​	472
General and administration	​	1,590	​	1,406	​	2,996
Stand-by	​	—	​	—	​	—
Total cash costs	​	27,733	​	16,696	​	44,429
Sustaining capital^3^	​	216	​	4,101	​	4,317
All-in sustaining costs	​	27,949	​	20,797	​	48,746
Silver equivalent ounces sold^1^	​	1,014,526	​	1,046,393	​	2,060,919
All-in sustaining costs per ounce^2^	​	27.55	​	19.87	​	23.65
1 Silver equivalent sold for Q2 2024 for San Jose is calculated using a silver to gold ratio of 79.9:1. Silver equivalent sold for Q2 2024 for Caylloma is calculated using a silver to gold ratio of 82.4:1, silver to lead ratio of 1:29.2 pounds, and silver to zinc ratio of 1:22.2 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 - Q2 2023	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold	​	21,174	​	19,393	​	40,567
Royalties and taxes	​	1,040	​	519	​	1,559
Worker's participation	​	(333)	​	501	​	168
General and administration	​	1,722	​	1,290	​	3,012
Stand-by	​	4,084	​	—	​	4,084
Total cash costs	​	27,687	​	21,703	​	49,390
Sustaining capital^3^	​	4,595	​	4,236	​	8,831
All-in sustaining costs	​	32,282	​	25,939	​	58,221
Silver equivalent ounces sold^1^	​	1,341,320	​	1,352,522	​	2,693,842
All-in sustaining costs per ounce^2^	​	24.07	​	19.18	​	21.61
1 Silver equivalent sold for San Jose for Q2 2023 is 81.9:1.Silver equivalent sold for Caylloma for Q2 2023 is calculated using a silver to gold ratio of 0.0:1, silver to lead ratio of 1:28.2 pounds, and silver to zinc ratio 1:19.6.
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 | 33

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

​

​	​	​	​	​	​	​
AISC Per Silver Equivalent Ounce Sold - Year to Date 2024	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold	​	48,885	​	28,416	​	77,301
Royalties and taxes	​	1,571	​	583	​	2,154
Worker's participation	​	—	​	889	​	889
General and administration	​	3,048	​	2,625	​	5,673
Stand-by	​	—	​	—	​	—
Total cash costs	​	53,504	​	32,513	​	86,017
Sustaining capital^3^	​	477	​	8,742	​	9,219
All-in sustaining costs	​	53,981	​	41,255	​	95,236
Silver equivalent ounces sold^1^	​	2,094,621	​	2,244,876	​	4,339,497
All-in sustaining costs per ounce^2^	​	25.77	​	18.38	​	21.95
1 Silver equivalent sold for Year to Date 2024 for San Jose is calculated using a silver to gold ratio of 84.5:1. Silver equivalent sold for Year to Date 2024 for Caylloma is calculated using a silver to gold ratio of 84.8:1, silver to lead ratio of 1:26.7 pounds, and silver to zinc ratio of 1:21.4 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis
​	​	​	​	​	​	​

​

​

​	​	​	​	​	​	​
AISC Per Silver Equivalent Ounce Sold - Year to Date 2023	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold	​	43,235	​	36,885	​	80,120
Royalties and taxes	​	2,297	​	685	​	2,982
Worker's participation	​	(312)	​	1,018	​	706
General and administration	​	3,524	​	2,434	​	5,958
Stand-by	​	4,084	​	—	​	4,084
Total cash costs	​	52,828	​	41,022	​	93,850
Sustaining capital^3^	​	9,617	​	8,106	​	17,723
All-in sustaining costs	​	62,445	​	49,128	​	111,573
Silver equivalent ounces sold^1^	​	3,284,402	​	2,711,988	​	5,996,390
All-in sustaining costs per ounce^2^	​	19.01	​	18.12	​	18.61
1 Silver equivalent sold for Year to Date 2023 for San Jose is calculated using a silver to gold ratio of 83.1:1. Silver equivalent sold for Year to Date 2023 for Caylloma is calculated using a silver to gold ratio of 81.3:1, silver to lead ratio of 1:23.6 pounds, and silver to zinc ratio of 1:17.4 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis
​	​	​	​	​	​	​

​

Free Cash Flow from Ongoing Operations

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,				​	​	Six months ended June 30,
(Expressed in millions)	2024			2023		​	2024		****	2023
​	​	​	​	​	​	​	​	​	​	​	​
Net cash provided by operating activities	​	73.5	​	​	44.2	​	​	122.5	​	​	85.4
Séguéla, working capital	​	-	​	​	4.4	​	​	-	​	​	4.4
Additions to mineral properties, plant and equipment	​	(32.8)	​	​	(36.2)	​	​	(65.2)	​	​	(66.5)
Gain on blue chip swap investments	​	2.5	​	​	-	​	​	5.1	​	​	-
Right of use payments	​	(5.6)	​	​	(2.9)	​	​	(10.6)	​	​	(5.8)
Other adjustments	​	1.0	​	​	-	​	​	(1.1)	​	​	0.1
Free cash flow from ongoing operations	​	38.6	​	​	9.5	​	​	50.7	​	​	17.6

Figures may not add due to rounding

​ Fortuna | 34

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

Adjusted Net Income

​

The following table presents a reconciliation of the adjusted net income from net income, the most directly comparable IFRS measure, for the three and six months ended June 30, 2024 and 2023:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended June 30,				​	​	Six months ended June 30,
(Expressed in millions)		2024			2023		​	2024			2023
Net income	​	​	43.3	​	​	3.5	​	​	72.4	​	​	15.3
Adjustments, net of tax:	​	​	​	​	​	​	​	​	​	​	​	​
Community support provision and accruals^1^	​	​	(0.1)	​	​	-	​	​	(0.3)	​	​	(0.1)
Foreign exchange loss, Séguéla Mine	​	​	-	​	​	(0.2)	​	​	-	​	​	(0.1)
Unrealized loss (gain) on derivatives	​	​	-	​	​	(1.3)	​	​	-	​	​	(0.3)
Income tax, convertible debentures	​	​	(12.0)	​	​	-	​	​	(12.0)	​	​	-
Inventory adjustment	​	​	2.1	​	​	0.8	​	​	2.1	​	​	0.8
Accretion on right of use assets	​	​	0.9	​	​	0.5	​	​	1.8	​	​	1.1
Other non-cash/non-recurring items	​	​	(0.9)	​	​	(0.4)	​	​	(1.0)	​	​	(0.6)
Adjusted net income	​	​	33.3	​	​	2.9	​	​	63.0	​	​	16.1
^1^Amounts are recorded in Cost of sales	​	​	​	​	​	​	​	​	​	​	​	​

Figures may not add due to rounding

​

Adjusted EBITDA

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,					​	​	Six months ended June 30,
(Expressed in millions)		2024			2023		​	2024			2023
Net income	​	​	43.3	​	​	3.5	​	​	72.4	​	​	15.3
Adjustments:	​	​	​	​	​	​	​	​	​	​	​	​
Community support provision and accruals	​	​	(0.1)	​	​	-	​	​	(0.4)	​	​	(0.1)
Inventory adjustment	​	​	2.6	​	​	1.0	​	​	2.6	​	​	0.9
Foreign exchange loss, Séguéla Mine	​	​	-	​	​	(0.2)	​	​	-	​	​	(0.1)
Net finance items	​	​	6.9	​	​	3.5	​	​	13.1	​	​	6.1
Depreciation, depletion, and amortization	​	​	57.2	​	​	39.8	​	​	107.5	​	​	84.2
Income taxes	​	​	7.7	​	​	1.0	​	​	22.2	​	​	9.0
Other non-cash/non-recurring items	​	​	(4.9)	​	​	(4.2)	​	​	(9.6)	​	​	(5.8)
Adjusted EBITDA	​	​	112.7	​	​	44.4	​	​	207.8	​	​	109.5

Figures may not add due to rounding

​

Adjusted Attributable Net Income

​

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

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended June 30,				​	​	Six months ended June 30,
(Expressed in millions)		2024			2023		​	2024			2023
Net income attributable to shareholders	​	​	40.6	​	​	3.2	​	​	66.9	​	​	14.0
Adjustments, net of tax:	​	​	​	​	​	​	​	​	​	​	​	​
Community support provision and accruals^1^	​	​	(0.1)	​	​	-	​	​	(0.3)	​	​	(0.1)
Unrealized loss (gain) on derivatives	​	​	-	​	​	(1.3)	​	​	-	​	​	(0.3)
Income tax, convertible debentures	​	​	(12.0)	​	​	-	​	​	(12.0)	​	​	-
Inventory adjustment	​	​	1.9	​	​	0.7	​	​	1.9	​	​	0.7
Accretion on right of use assets	​	​	0.9	​	​	0.5	​	​	1.8	​	​	1.1
Other non-cash/non-recurring items	​	​	(0.9)	​	​	(0.6)	​	​	(1.2)	​	​	(0.7)

Fortuna | 35

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

Adjusted attributable net income	​	​	30.4	​	​	2.5	​	​	57.1	​	​	14.7
^1^Amounts are recorded in Cost of sales	​	​	​	​	​	​	​	​	​	​	​	​

​

Net Debt

​

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

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​				​	​	​
(Expressed in millions except Total net debt to Adjusted EBITDA ratio)				​	​		​	​		​	As at June 30, 2024
Convertible senior note	​	​	​	​	​	​	​	​	​	$	​	172.5
Convertible debenture	​	​	​	​	​	​	​	​	​	​	​	45.7
Debt	​	​	​	​	​	​	​	​	​	​	​	218.2
Less: Cash and Cash Equivalents	​	​	​	​	​	​	​	​	​	​	​	(105.6)
Less: Restricted cash	​	​	​	​	​	​	​	​	​	​	​	(46.1)
Total net debt^1^	​	​	​	​	​	​	​	​	​	$	​	66.5
Adjusted EBITDA (last four quarters)	​	​	​	​	​	​	​	​	​	$	​	432.8
Total net debt to adjusted EBITDA ratio	​	​	​	​	​	​	​	​	​	​	​	0.2:1
^1^Excluding letters of credit	​	​	​	​	​	​	​	​	​	​	​	​

​

Working Capital

​

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

​

​	​	​	​	​	​	​
​	​	Six months ended June 30,
​	​	2024		​	2023
Current Assets	​	$	384,065	​	$	275,010
Current Liabilities	​	​	253,763	​	​	138,660
Working Capital	​	$	130,302	​	$	136,350

​

Qualified Person

​

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

​

Other Information, Risks and Uncertainties

​

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

​

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; uncertainties related to new mining operations such as the Séguéla Mine, the inherent risk associated with project development; the substantial capital required for exploration and the development of infrastructure; future environmental regulation; the decision of the Court to re-instate the 12 year EIA for the San Jose Mine and its current appeal; political and economic risk in the jurisdictions in Fortuna | 36

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

which we operate; global geopolitical risk; repatriation of funds; government regulations and permit requirements, environmental legislation; abnormal or extreme natural events; climate change; labor relations; use of outside contractors; maintenance of mining concessions, challenges to the Company’s title to its properties; the termination of mining concessions in certain circumstances; risks related to artisanal or informal mining on the Company’s properties; compliance with ILO Convention 169; maintaining relationships with local communities; reputational risk; opposition to the Company’s exploration, development or operational activities; funding for exploration and development; production risk at our operating mine sites; our ability to service and repay our debt; restrictive covenants that impose significant operating and financial restrictions; change of control restrictions; debt service obligations; breach and default under indebtedness; credit ratings; our ability to attract and retain a skilled workforce; the ability to maintain appropriate and adequate insurance across all jurisdictions; our compliance with corruption and antibribery laws and sanctions; risks related to legal proceedings that arise in the ordinary course of business; foreign currency risk; fluctuations in metal prices; our ability to sell to a limited number of smelters and off-takers; tax matters; credit risk on receivables; reclamation; risks related to information and operation technology systems; results of future legal proceedings and contract settlements; pandemics, epidemics and public health crises; volatility in the market price of the Company’s common shares and debentures; dilution of shareholders from future offerings of the Company’s common shares or securities convertible into common shares; dividends; and competition. These risks are not a comprehensive list of the risks and uncertainties that we face. Risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, results of operations and prospects. For a comprehensive discussion on risks and uncertainties, in respect of our business and share price, refer to the section 'Risk Factors' in our current Annual Information Form for the year ended December 31, 2023 as well as the section ‘Risks and Uncertainties’ in the management’s discussion and analysis for the year ended December 31, 2023 (which are available on SEDAR+ at www.sedarplus.ca), and which risks are incorporated by reference in this MD&A.

​

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

●	The government of Burkina Faso continues to be under fiscal pressure to fund its war efforts in the northern part of the country. This has impacted the timeliness of government payments, in particular the refund of VAT. Management continues to engage with the government and local banks to identify opportunities to collect, offset or sell its VAT holdings in Burkina Faso.
●	As part of the structure of the Lindero project and the operation of the Lindero Mine, Fortuna implemented a series of intercompany revolving pre-export financing facilities. This allows exporters to apply the proceeds of sales directly towards payment of principal and interest under the facility. As a result of elevated metal prices and the timing of capital expenditures there is a risk that there may not be sufficient room to repatriate funds under the pre-export facilities, and the Company may be required to temporarily repatriate US dollars into Argentina and convert them to Argentine Pesos.
---	---
●	On July 6, 2024 the Alliance of Sahel States (AES) was formally announced as a confederation of Burkina Faso, Niger and Mali. This is in addition to the announcement of the three governments to leave the Economic Community of West Africa States (ECOWAS) on January 28, 2024. It is uncertain how this new confederation will impact the political or economic environment at this time. Management will continue to monitor the situation and take the necessary actions to limit risk.
---	---
●	The Government of Burkina Faso and the Government of Cote D'Ivoire have each indicated their intention to reform their respective national mining codes.  No reforms have been adopted by either country at this time.  Management continues to monitor the proposed reforms.
---	---

Fortuna | 37

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

●	The Company’s mining operations use substantial volumes of water and power in the extraction and processing operations.   The Company’s ability to secure sustainable supplies of water and power at a reasonable cost depends on numerous factors that may be out of its control, including global and regional supply and demand, political and economic conditions, problems affecting local supplies, and weather and environmental and climate impacts.  In particular, a number of countries in the Sahel region and across West Africa were hit by a strong heatwave that struck at the end of March and is continuing.  The heat was most strongly felt in the southern regions of Mali and Burkina Faso.  As a result, the Company may face some restrictions to its planned processing operations due to limited water supply. This was alleviated with the start of the rainy season in Burkina Faso but management continues to monitor the situation as the replenishment of water stores and aquifers will not be known until after the end of the current rainy season.
●	During the second quarter, the supply of power to the Séguéla and Yaramoko mines was affected by matters outside of the Company’s control. See “Results of Operations” – “Yaramoko Mine, Burkina Faso” and “Séguéla Mine, Côte d’Ivoire” for further information.  Management continues to monitor the situation and is investigating alternative sources of power generation at its operations in Côte d’Ivoire and Burkina Faso on terms acceptable to the Company.
---	---

​

CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS

​

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

​

For further information on our significant judgements and accounting estimates, refer to note 4 of our 2023 Financial Statements. There have been no subsequent material changes to these significant judgements and accounting estimates.

​

Changes in Accounting Policies

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

​

​

​

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 Fortuna | 38

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

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

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

​

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

​

CAUTIONARY STATEMENT ON FORWARD LOOKING STATEMENTS

This MD&A and any documents incorporated by reference into this MD&A includes certain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the United States Securities Exchange Act of 1934, as amended, and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “Forward-looking Statements”). All statements included herein, other than statements of historical fact, are Forward-looking Statements and are often, but not always, identified by the use of words such as “anticipates”, “believes”, “plans”, “estimates”, “expects”, “forecasts”, “targets”, “possible”, “potential”, “intends”, “advance”, “goal”, “objective”, “projects”, “budget”, “calculates” or statements that events, “will”, “may”, “could” or “should” occur or be achieved and similar expressions, including negative variations.  The Forward-looking Statements in this MD&A include, without limitation, statements relating to: Mineral Resource and Mineral Reserve estimates as they involve the implied assessment, based on estimates and assumptions that the resources and reserves described exist in the quantities predicted or estimated and can be profitably produced in the future; the Company’s GHG emissions reduction target and the means of achieving the same; the Company’s long-term objectives in supporting the global ambition of net-zero emissions by 2050; the Company's plans and expectations for its material properties and future exploration, development and operating activities including, without limitation, capital expenditure, production and cash cost and AISC estimates, exploration activities and budgets, forecasts and schedule estimates, as well as their impact on the results of operations or financial condition of the Company; estimated production forecasts for 2024; estimated costs; estimated cash costs and all-in sustaining cash costs and expenditures for 2024; estimated capital expenditures in 2024; estimated Brownfields and Greenfields expenditures in 2024; exploration plans; the future results of exploration activities; the timing of the implementation and completion of sustaining capital investment projects at the Company’s mines; statements relating to the anticipated closure of the San Jose Mine; statements regarding the ongoing exploration at the Yessi vein at the San Jose Mine;  the Company’s expectation that there are no changes in internal controls during the three months ended June 30, 2024 that are reasonably likely to materially affect the Company’s internal control over financing reporting; property permitting and litigation matters; the Company’s expectation regarding the timing of the completion of the leach pad expansion project at the Lindero Mine; statements concerning the NCIB program; the Company’s plans for the mill at Séguéla; the fluctuation of its effective tax rate in the jurisdictions where the Company does business; statements that management will continue to monitor the political and regulatory environments in Argentina and in Burkina Faso and will take appropriate actions to mitigate the risks to the Company’s operations; and the Company’s expectations regarding the timeline for providing updated Mineral Resource and Mineral Reserve estimates.

​

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

​ Fortuna | 39

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​ Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such uncertainties and factors include, among others: operational risks relating to mining and mineral processing; uncertainty relating to Mineral Resource and Mineral Reserve estimates; uncertainty relating to capital and operating costs, production schedules and economic returns; uncertainty relating to new mining operations such as the Séguéla Mine; that the appeal in respect of the ruling in favor of Minera Cuzcatlan reinstating the environmental impact authorization at the San Jose Mine (the “EIA”) will be successful; risks relating to the Company’s ability to replace its Mineral Reserves; risks associated with mineral exploration and project development; uncertainty relating to the repatriation of funds as a result of currency controls; environmental matters including maintaining, obtaining or renewing environmental permits and potential liability claims; risks associated with political instability and changes to the regulations governing the Company’s business operations; changes in national and local government legislation, taxation, controls, regulations and political or economic developments in countries in which the Company does or may carry on business; risks associated with war, hostilities or other conflicts, such as the Ukrainian – Russian and the Israel – Hamas conflicts, and the impact they may have on global economic activity; risks relating to the termination of the Company’s mining concessions in certain circumstances; risks related to International Labor Organization (“ILO”) Convention 169 compliance; developing and maintaining good relationships with local communities and stakeholders; risks associated with losing control of public perception as a result of social media and other web-based applications; potential opposition to the Company’s exploration, development and operational activities; risks related to water availability; risks related to the Company’s ability to obtain adequate financing for planned exploration and development activities; substantial reliance on the Lindero Mine, the Yaramoko Mine, and the Séguéla Mine for revenues; property title matters; risks relating to the integration of businesses and assets acquired by the Company; impairments; reliance on key personnel; uncertainty relating to potential conflicts of interest involving the Company’s directors and officers; risks associated with the Company’s reliance on local counsel and advisors and the experience of its management and board of directors in foreign jurisdictions; adequacy of insurance coverage; operational safety and security risks; risks related to the Company’s compliance with the United States Sarbanes-Oxley Act; risks related to the foreign corrupt practices regulations and anti-bribery laws; legal proceedings and potential legal proceedings; uncertainties relating to general economic conditions; risks relating to pandemics, epidemics and public health crises; and the impact they might have on the Company’s business, operations and financial condition; the Company’s ability to access its supply chain; the ability of the Company to transport its products; and impacts on the Company’s employees and local communities all of which may affect the Company’s ability operate; competition; fluctuations in metal prices; regulations and restrictions with respect to imports; high rates of inflation; risks associated with entering into commodity forward and option contracts for base metals production; fluctuations in currency exchange rates and restrictions on foreign exchange and currencies; failure to meet covenants under its Credit Facilities, or an event of default which may reduce the Company’s liquidity and adversely affect its business; tax audits and reassessments; risks relating to hedging; uncertainty relating to concentrate treatment charges and transportation costs; sufficiency of monies allotted by the Company for land reclamation; risks associated with dependence upon information technology systems, which are subject to disruption, damage, failure and risks with implementation and integration; uncertainty relating to nature and climate change conditions; risks associated with climate change legislation; our ability to manage physical and transition risks related to climate change and successfully adapt our business strategy to a low carbon global economy; risks related to the volatility of the trading price of the Company’s common shares and the Company’s debentures; dilution from further equity or convertible debenture financings; risks related to future insufficient liquidity resulting from a decline in the price of the Company’s common shares or debentures; uncertainty relating to the Company’s ability to pay dividends in the future; risks relating to the market for the Company’s securities; risks relating to the debentures of the Company; and uncertainty relating to the enforcement of any U.S. judgments which may be brought against the Company; as well as those factors referred to in the “Risks and Uncertainties” section in this MD&A and in the “Risk Factors” section in our Annual Information Form for the financial year ended December 31, 2023 filed with the Canadian Securities Administrators and available at www.sedarplus.ca and filed with the U.S. Securities and Exchange Commission as part of the Company’s Form 40-F and available at www.sec.gov/edgar.shtml.  Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-looking Statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.Fortuna | 40

Fortuna Mining Corp.

Management’s Discussion and Analysis

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

​

​

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

​

​

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

​

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

​

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

​

Technical disclosure regarding the Company’s properties included herein was prepared in accordance with NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the SEC generally applicable to U.S. companies. Accordingly, information contained herein is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements. Fortuna | 41

Exhibit 99.3

FORTUNA MINING CORP.

​

Form 52-109F2

Certification of Interim Filings – Full Certificate

​

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

​

1.	Review: **** I have reviewed the interim financial report and interim MD&A (together, the “Interim Filings”) of Fortuna Mining Corp. (the “Issuer”) for the interim period ended June 30, 2024.

​

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

​

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

​

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

​

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

​

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

​

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

​

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

​

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

​

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

​

5.2	N/A.

-2- ​

​

5.3N/A.

​

6.	Reporting changes in ICFR: **** The Issuer has disclosed in its interim MD&A any change in the Issuer’s ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the Issuer’s ICFR.

​

​

​

DATED: August 7, 2024

​

“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 June 30, 2024.

​

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

​

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

​

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

​

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

​

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

​

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

​

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

​

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

​

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

​

5.2	N/A.

-2- ​

​

5.3N/A.

​

6.	Reporting changes in ICFR: **** The Issuer has disclosed in its interim MD&A any change in the Issuer’s ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the Issuer’s ICFR.

​

​

​

DATED: August 7, 2024

​

“Luis Ganoza Durant” ​ ​

LUIS GANOZA DURANT,

Chief Financial Officer

​

​

​

NEWS RELEASE

​

Exhibit 99.5

Fortuna reports financial results for the second quarter of 2024

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

​

Vancouver, August 7, 2024: Fortuna Mining Corp . (NYSE: FSM | TSX: FVI) (“Fortuna” or the “Company”) today reported its financial and operating results for the second quarter of 2024.

​

Second Quarter 2024 highlights

Financial

•Attributable net income of $40.6 million or $0.13 per share, compared to a $26.3 million or $0.09 per share in Q1 2024

•Adjusted attributable net income^1^ of $30.4 million or $0.10 per share, compared to $26.7 million or $0.09 per share in Q1 2024

•Generated $93.0 million (or $0.30 per share) of cash flow from operations before working capital changes, and free cash flow from ongoing operations^1^ of $38.6 million, compared to $84.3 million (or $0.28 per share) and $12.1 million, respectively, in Q1 2024

•The Company issued Convertible Notes (the “2024 Notes”) for gross proceeds of $172.5 million which were partially used to pay in full the outstanding $125.0 million under its revolving credit facility. As at the end of the quarter total net debt^1^ was $66.5 million and the total net debt to adjusted EBITDA ratio^1^ was 0.2:1

•Liquidity as of June 30, 2024 was $355.6 million, compared to $212.7 million at the end of Q1 2024

​

Operational

•Gold equivalent^3^ production of 116,570 ounces, compared to 112,543 ounces in Q1 2024

•Gold production of 92,716 ounces, compared to 89,678 ounces in Q1 2024

•Silver production of 990,574 ounces, compared to 1,074,571 ounces in Q1 2024

•Consolidated cash costs^1^ per ounce of gold equivalent sold of $988, compared to $879 in Q1 2024; adjusting for San Jose, which is mining its last year of Mineral Reserves, consolidated cash costs was $858

•Consolidated all-in sustaining cash costs (AISC)^1^ per ounce of gold equivalent sold of $1,656, compared to $1,495 in Q1 2024; adjusting for San Jose, consolidated AISC was $1,584

•The Company recorded zero lost time injuries and zero total recordable injuries in the quarter

​

​

​

​

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

^2^Excluding letters of credit

^3^ Au Eq includes gold, silver, lead and zinc and is calculated using the following metal prices: $2,334/oz Au, $29.1/oz Ag, $2,157/t Pb and $2,835/t Zn or Au:Ag = 1:80.19, Au:Pb = 1:1.08, Au:Zn = 1:0.82 for Q2 2024, and the following metal prices $2,087/oz Au, $23.4/oz Ag, $2,084/t Pb and $2,450/t Zn or Au:Ag = 1:89.8, Au:Pb = 1:1.0, Au:Zn = 0.85 for Q1 2024.

​

Growth and Development

•	At the newly discovered Kingfisher prospect at the Séguéla Mine the Company intersected 23.7 g/t gold over 17.8 meters. For full details refer to the News Release “Fortuna intersects 23.7 g/t gold over 17.8 meters from the Kingfisher Prospect at the Séguéla Mine” dated June 20, 2024
•	Exploration continued at the Diamba Sud exploration project with an intersect of 31.3 g/t gold over 12.0 meters at the Karakara prospect. For full details refer to the News Release “Fortuna intersects 31.3 g/t gold over 12.0 meters from the Karakara Prospect at the Diamba Sud Gold Project” dated June 25, 2024
---	---

​

"Our business performed well in the quarter, generating strong net cash flow from operations of $93.0 million before working capital changes and free cash flow after sustaining capital of $38.6 million.” said Jorge Ganoza, Fortuna’s President and CEO. Mr. Ganoza continued, “We anticipate our free cash flow to increase further in the second half of the year as we conclude a heavy sustaining capex phase in the third quarter with the completion of the Lindero leach pad expansion project.”  Mr. Ganoza added, “With the issue of $172.5 million of convertible notes we have significantly strengthened our balance sheet and liquidity while lowering our cost of capital. This added financial flexibility places the Company in an advantageous position to pursue strategic initiatives and emerging opportunities in our established regions.” Mr. Ganoza concluded “On the exploration front we continue creating value through discovery. At the recently identified Kingfisher prospect, at the Séguéla mine, we have drill defined gold mineralization over a strike length of two kilometers. Our drill program will continue non-stop with the aim of delivering a first resource for this exciting new discovery by year end.”

​

Second Quarter 2024 Consolidated Results

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,					​	Six months ended June 30,
(Expressed in millions)	​	2024	​	2023	​	% Change	​	2024	​	2023	​	% Change
Sales	​	260.0	​	158.4	​	64%	​	484.9	​	334.1	​	45%
Mine operating income	​	79.9	​	31.9	​	150%	​	149.8	​	72.3	​	107%
Operating income	​	55.4	​	7.7	​	619%	​	102.6	​	31.6	​	225%
Attributable net income	​	40.6	​	3.1	​	1,210%	​	66.9	​	14.0	​	378%
Attributable income per share - basic	​	0.13	​	0.01	​	1,200%	​	0.22	​	0.05	​	340%
Adjusted attributable net income^1^	​	30.4	​	2.5	​	1,116%	​	57.1	​	14.7	​	288%
Adjusted EBITDA^1^	​	112.7	​	44.4	​	154%	​	207.8	​	109.5	​	90%
Net cash provided by operating activities	​	73.5	​	44.2	​	66%	​	122.5	​	85.4	​	43%
Free cash flow from ongoing operations^1^	​	38.6	​	9.5	​	306%	​	50.7	​	17.6	​	188%
Cash cost ($/oz Au Eq)^1^	​	988	​	968	​	2%	​	934	​	940	​	(1%)
All-in sustaining cash cost ($/oz Au Eq)^1^	​	1,656	​	1,799	​	(8%)	​	1,577	​	1,648	​	(4%)
Capital expenditures^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	29.9	​	34.2	​	(13%)	​	55.7	​	62.1	​	(10%)
Non-sustaining^3^	​	17.6	​	0.9	​	1,856%	​	26.5	​	2.0	​	1,225%
Séguéla construction	​	-	​	23.0	​	(100%)	​	-	​	48.1	​	(100%)
Brownfields	​	2.9	​	2.4	​	21%	​	9.5	​	7.3	​	30%
As at	​	​	​	​	​	​	​	June 30, 2024	​	December 31, 2023	​	% Change
Cash and cash equivalents					​	​	​	105.6	​	128.1	​	(18%)
Net liquidity position (excluding letters of credit)	​	​	​	​	​	​	​	355.6	​	213.1	​	67%
Shareholder's equity attributable to Fortuna shareholders	​	​	​	​	​	​	​	1,334.9	​	1,238.4	​	8%
^1^Refer to Non-IFRS Financial Measures section at the end of this news release and to the MD&A accompanying the Company’s financial statements filed on SEDAR+ at www.sedarplus.ca for a description of the calculation of these measures.
^2^Capital expenditures are presented on a cash basis												​
^3^ Non-sustaining expenditures include greenfields exploration												​
Figures may not add due to rounding												​

Fortuna | 2

​

​

Second Quarter 2024 Results

​

Attributable Net Income and Adjusted Attributable Net Income

Net income attributable to Fortuna for the quarter was $40.6 million compared to $3.1 million in Q2 2023.  After adjusting for non-cash and non-recurring items, adjusted attributable net income for the quarter was $30.4 million compared to $2.5 million in Q2 2023. The large change between net income and adjusted net income for the quarter was primarily the result of a $12.0 million deferred tax recovery that was removed from adjusted attributable net income related to the issuance of the 2024 Notes.

​

The increase in net income and adjusted net income is explained mainly by increased gold sales volume and higher realized gold and silver prices. Higher gold sales volume was primarily due to contributions from Séguéla which was under construction in the comparable period. This was partially offset by lower silver production at San Jose as the mine exhausts its Mineral Reserves. The realized gold and silver prices were $2,334 and $29.10 per ounce respectively compared to $1,975 and $24.10 per ounce, respectively, for the comparable period in the prior year.

​

Adjusted net income for the quarter was also impacted by higher G&A of $7.8 million, primarily due to an increase of $4.7 million in share based compensation related to the increase of our share price in the period and the addition of Séguéla’s G&A. The higher interest expense of $3.4 million for the quarter is explained by $3.7 million of capitalized interest in the comparative period vs nil in Q2 2024.

​

Depreciation and Depletion

Depreciation and depletion for the second quarter of 2024 was $57.3 million compared to $39.9 million in the comparable period. The increase in depreciation and depletion was primarily the result of higher sales volume and the inclusion of $17.5 million in depletion of the purchase price related to the acquisition of Roxgold Inc in 2021. This was partially offset by lower depreciation and depletion at San Jose as a result of an impairment charge in the fourth quarter of 2023.

​

Adjusted EBITDA and Cash Flow

Adjusted EBITDA for the quarter was $112.7 million, a margin of 43% over sales, compared to $44.4 million a margin over sales of 28%, reported in the same period in 2023.  The main driver for the increase in EBITDA was the contribution from Séguéla with an EBITDA margin of 62% in Q2 2024, partially offset by marginal EBITDA at San Jose. The prior period was also impacted by an illegal blockade of the San Jose Mine.

​

Net cash generated by operations for the quarter was $73.5 million compared to $44.2 million in Q2 2023. The increase of $29.3 million reflects higher adjusted EBITDA of $68.3 million offset by taxes paid of $17.4 million at Séguéla as two installment payments were made in the second quarter, with a third expected in September, and $19.4 million in negative working capital movements.

​

The  negative change in working capital  of $19.4 million consisted of the following:

Fortuna | 3

​

​

•	An increase in receivables of $9.3 million driven by an increase in VAT receivables of $4.9 million at Séguéla and $4.3 million at Yaramoko
•	An increase of inventories of $13.5 million related to a $2.3 million increase in material and supplies and $2.6 million in metals inventory at Séguéla and a $1.5 million increase in materials and supplies and $4.5 million in metals inventory at Lindero
---	---

​

In the second quarter of 2024 capital expenditures on a cash basis were $50.4 million consisting primarily of $32.8 million in sustaining capital and $17.6 million of non-sustaining capital including $6.5 million to acquire one half of the 1.2% NSR royalty that was held by Franco Nevada at Séguéla.

​

Free cash flow from ongoing operations for the quarter was $38.6 million, compared to $9.5 million in Q2 2023. The increase in free cash flow from operations was primarily the result of contributions from Séguéla which was under construction in Q2 2023 and was offset by negative working capital changes and higher taxes paid as described above.

​

Cash Costs and AISC

Cash cost per equivalent gold ounce was $988, compared to $968 in the second quarter of 2023. The slightly higher cash cost per equivalent gold ounce was due to higher costs at San Jose, Lindero, and Yaramoko, partially offset by the contribution of low-cost production from Séguéla.  Adjusting for San Jose, where previously capitalized costs are now expensed as the mine is in its last year of operations, cash costs per gold equivalent ounces was $858 for the current quarter.

​

All-in sustaining costs per gold equivalent ounce was $1,656 for the second quarter of 2024 compared to $1,799 for the second quarter of 2023. The decrease was primarily the result of higher gold sales and lower sustaining capital. Adjusting for San Jose, all-in sustaining cost per gold equivalent ounce was $1,584 for the current quarter.

​

General and Administrative Expenses

General and administrative expenses for the current quarter of $22.4 million were higher than the same period in 2023 as Séguéla transitioned to operations and costs are no longer being capitalized, and higher share-based compensation expenses due to an increase in the share price and the impact on the valuation of restricted share units expected to settle in cash. G&A is comprised of the following items:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,							​	Six months ended June 30,
(Expressed in millions)	​	2024		​	2023		​	% Change	​	2024		​	2023		​	% Change
Mine G&A	​	​	9.9	​	​	6.2	​	60%	​	​	16.9	​	​	12.1	​	40%
Corporate G&A	​	​	6.6	​	​	7.2	​	(8%)	​	​	15.5	​	​	14.1	​	10%
Share-based payments	​	​	5.8	​	​	1.1	​	427%	​	​	8.0	​	​	3.3	​	142%
Workers' participation	​	​	0.1	​	​	—	​	0%	​	​	0.2	​	​	0.1	​	100%
Total	​	​	22.4	​	​	14.5	​	54%	​	​	40.6	​	​	29.6	​	37%

​

Liquidity

​

The Company’s total liquidity available as of June 30, 2024 was $355.6 million comprised of $105.6 million in cash and cash equivalents, and the fully undrawn $250.0 million revolving credit facility (excluding letters of credit).

Fortuna | 4

​

​

Séguéla Mine, Côte d’Ivoire

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended June 30,				​	​	Six months ended June 30,
​	****	​	2024		​	2023		​	2024		​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	318,457	​	​	109,605	​	​	713,294	​	​	109,605
Average tonnes crushed per day	​	​	3,461	​	​	1,611	​	​	3,898	​	​	1,611
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	3.47	​	​	1.56	​	​	3.09	​	​	1.32
Recovery (%)	​	​	94	​	​	90	​	​	94	​	​	77
Production (oz)	​	​	32,983	​	​	4,023	​	​	67,539	​	​	4,023
Metal sold (oz)	​	​	33,102	​	​	-	​	​	67,552	​	​	-
Realized price ($/oz)	​	​	2,332	​	​	-	​	​	2,211	​	​	-
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au)^1^	​	​	564	​	​	-	​	​	511	​	​	-
All-in sustaining cash cost ($/oz Au)^1^	​	​	1,097	​	​	-	​	​	1,021	​	​	-
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's) ^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	5,779	​	​	-	​	​	8,805	​	​	-
Sustaining leases	​	​	2,437	​	​	-	​	​	4,702	​	​	-
Non-sustaining	​	​	8,605	​	​	-	​	​	9,640	​	​	-
Brownfields	​	​	1,190	​	​	-	​	​	6,086	​	​	-
^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

​

In the second quarter of 2024, mined material totaled 420,222 tonnes of ore, averaging 3.03g/t Au, and containing an estimated 40,912 ounces of gold from the Antenna, Ancien and Koula pits. Movement of waste during the quarter totaled 2,495,838 tonnes, for a strip ratio of 6:1.

​

Production was mainly focused on the Antenna pit which produced 364,491 tonnes of ore to provide higher grade feed to the processing plant during the power supply constraints detailed below. Mining at the Ancien and Koula pits provided the balance of ore production with 1,645,716 tonnes of the waste stripping occurring there.

​

Séguéla processed 318,457 tonnes in the quarter, producing 32,983 ounces of gold, at an average head grade of 3.47 g/t Au. During the quarter the mine experienced intermittent power outages from April to early July which resulted in the loss of 19 days of operating time for the mill. The loss of power was the result of power shedding from the national grid supplier due to failures at two power plants in Côte d’Ivoire. Since early July the mine has been receiving stable grid power. To guarantee mine power supply in the event of future outages the Company is sourcing expanded backup diesel power generation capabilities to support the entire process operation.

​

The potential impact to gold production from the intermittent power outages was largely mitigated by delivering higher grade feed to the mill and the benefits of operating efficiencies which have allowed the mill to operate at a throughput rate of 208 tonnes per hour compared to a name place capacity of 154 tonnes per hour. Séguéla’s 2024 production guidance of 126,000 to 138,000 oz Au remains unaffected.

​

Cash cost per gold ounce sold was $564, and all-in sustaining cash cost per gold ounce sold was $1,097 for Q2 2024. Both were below plan and guidance.

Fortuna | 5

​

​

Yaramoko Mine, Burkina Faso

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended June 30,				​	​	Six months ended June 30,
​	****	​	2024		​	2023		​	2024		​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	121,391	​	​	144,202	​	​	229,110	​	​	283,852
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	8.40	​	​	6.51	​	​	8.58	​	​	6.23
Recovery (%)	​	​	98	​	​	98	​	​	98	​	​	98
Production (oz)	​	​	31,447	​	​	29,002	​	​	58,624	​	​	55,439
Metal sold (oz)	​	​	31,455	​	​	25,946	​	​	58,627	​	​	55,476
Realized price ($/oz)	​	​	2,334	​	​	1,976	​	​	2,223	​	​	1,933
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au)^1^	​	​	896	​	​	719	​	​	830	​	​	772
All-in sustaining cash cost ($/oz Au)^1^	​	​	1,389	​	​	1,626	​	​	1,382	​	​	1,564
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's) ^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	5,110	​	​	14,318	​	​	14,731	​	​	27,867
Sustaining leases	​	​	1,018	​	​	1,161	​	​	2,067	​	​	2,520
Non-sustaining	​	​	1,542	​	​	–	​	​	1,542	​	​	–
Brownfields	​	​	1,397	​	​	1,019	​	​	2,760	​	​	2,210

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

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

​

In the second quarter of 2024, 121,391 tonnes of ore were treated at an average head grade of 8.40 g/t, producing 31,447 ounces of gold. This represents a 29% increase in grade and an 8% increase in production, when compared to the same period in 2023. Higher gold production in the second quarter of 2024 was a result of higher head grades, offsetting lower tonnes milled. Processing operations at Yaramoko were also affected by intermittent power supply from the grid, however, our backup diesel generators mitigated the bulk of these constraints.

​

During the quarter, 89,991 tonnes of ore were mined averaging 7.81 g/t Au from 55 Zone, and 21,361 tonnes of ore averaging 8.89 g/t Au from QV Prime, totaling 111,352 tonnes averaging 8.02 g/t Au. In May, a rock burst occurred in the deeper levels of the 55 Zone, which interrupted production for a period of 10 days. No injuries or loss of property occurred as a result of the seismic event.  Changes to the stoping sequence and design of underground excavations have been implemented based on a geotechnical evaluation.

​

The cash cost per ounce of gold sold for the quarter ended June 30, 2024, was $896, compared to $719 in the same period in 2023. The increase for the quarter is mainly attributed to the reallocation of fixed mining costs from capital to operating expenses, lower processed ore and higher energy costs from the use of diesel generators to offset constrained grid supply. This was partially offset by higher ounces sold in the period.

​

During the quarter power sourced from the grid was restricted to 45% with the balance coming from diesel power generation. This increased the cost per kilowatt hour with diesel generation costing $0.42/kwh compared to $0.24/kwh for grid power. The impact on total cost was mostly offset by lower energy consumption at the mine. Through the month of July availability of power from the grid was at 95%.

Fortuna | 6

​

​

The all-in sustaining cash cost per gold ounce sold was $1,389 for the quarter ended June 30, 2024, compared to $1,626 in the same period of 2023. The change in the quarter was primarily due to higher volume of ounces sold, lower sustaining capital expenditure and lower sustaining lease expenses in 2024. This was partially offset higher by royalty costs due to higher metal prices and a change in the royalty regime in Burkina Faso which increased the royalty rate from 5% to 7% when the gold price is over $2,000 per ounce.

​

Drilling and development operations continued to extend the mining boundaries to the east and west of 55 Zone and demonstrate wider mineable widths than expected. In the third quarter, drilling will also focus on testing the potential for further strike extensions of 55 Zone, as well as testing the strike extensions that we currently see in QV Prime.

​

​

Fortuna | 7

​

​

Lindero Mine, Argentina

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended June 30,				​	​	Six months ended June 30,
​	****	​	2024		​	2023		​	2024		​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes placed on the leach pad	​	​	1,408,791	​	​	1,503,323	​	​	2,956,114	​	​	2,981,471
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	0.61	​	​	0.62	​	​	0.60	​	​	0.83
Production (oz)	​	​	22,874	​	​	25,456	​	​	46,136	​	​	50,714
Metal sold (oz)	​	​	21,511	​	​	25,140	​	​	43,230	​	​	51,952
Realized price ($/oz)	​	​	2,335	​	​	1,975	​	​	2,201	​	​	1,879
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Au)^1^	​	​	1,092	​	​	878	​	​	1,050	​	​	884
All-in sustaining cash cost ($/oz Au)^1^	​	​	2,033	​	​	1,686	​	​	1,832	​	​	1,550
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's) ^2^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	16,151	​	​	13,337	​	​	25,958	​	​	21,082
Sustaining leases	​	​	587	​	​	599	​	​	1,185	​	​	1,197
Non-sustaining	​	​	195	​	​	136	​	​	349	​	​	323

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

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

​

Quarterly Operating and Financial Highlights

During the second quarter of 2024, total mined ore was 1.8 million tonnes at a stripping ratio of 0.7:1. A total of 1,408,791 tonnes of ore was placed on the heap leach pad at an average gold grade of 0.61 g/t, containing an estimated 27,663 ounces of gold. Gold production for Q2 2024 totaled 22,874 ounces, a 10% decrease from the second quarter of 2023, primarily due to a planned eight-day maintenance shutdown of the high-pressure grinding rolls (HPGR) and the agglomeration plant, coupled with a period of lower mechanical availability of front-end loaders.

​

The cash cost per ounce of gold for the quarter ended June 30, 2024 was $1,092 compared to $878 in the same period of 2023. The increase in cash cost per ounce of gold was primarily related to low mechanical availability of front-end loaders, higher maintenance costs due to the eight-day maintenance shutdown in the quarter and higher ounces sold in the comparable period.

​

The all-in sustaining cash cost per gold ounce sold during the second quarter of 2024 was $2,033, an increase from $1,686 in the second quarter of 2023. The increase for the quarter was primarily due to higher cash costs as described above and higher sustaining capital to support the expansion of the heap leach pad. The leach-pad project accounts for approximately $400 per ounce in the all-in sustaining cost for 2024.

​

As of June 30, 2024, the $51.8 million leach pad expansion project ($41.7 million capital investment in 2024) was approximately 58% complete. The construction of the project commenced in January 2024, with contractors on site undertaking earthworks and construction of the impulsion line, and liner deployment. Procurement is 96% complete, with critical path items onsite. Pump manufacturing for the new impulsion line was completed on schedule and arrived on site in July. Liner installation has

Fortuna | 8

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​

commenced and contracts for the major mechanical works have been executed. The Company expects to start placing ore on the leach pad expansion in the fourth quarter of 2024. Fortuna | 9

​

​

San Jose Mine, Mexico

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended June 30,				​	​	Six months ended June 30,
​	****	​	2024	****	​	2023	****	​	2024	****	​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	176,214	​	​	194,887	​	​	357,317	​	​	441,623
Average tonnes milled per day	​	​	1,980	​	​	2,633	​	​	2,077	​	​	2,760
​	​	​	​	​	​	​	​	​	​	​	​	​
Silver	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	140	​	​	168	​	​	143	​	​	186
Recovery (%)	​	​	87	​	​	91	​	​	88	​	​	91
Production (oz)	​	​	684,176	​	​	957,265	​	​	1,443,287	​	​	2,260,577
Metal sold (oz)	​	​	666,218	​	​	942,671	​	​	1,412,825	​	​	2,271,004
Realized price ($/oz)	​	​	29.33	​	​	24.09	​	​	26.24	​	​	23.20
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	1.09	​	​	1.02	​	​	0.99	​	​	1.13
Recovery (%)	​	​	85	​	​	90	​	​	86	​	​	90
Production (oz)	​	​	5,269	​	​	5,778	​	​	9,802	​	​	14,009
Metal sold (oz)	​	​	5,010	​	​	5,695	​	​	9,470	​	​	14,050
Realized price ($/oz)	​	​	2,344	​	​	1,973	​	​	2,218	​	​	1,929
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Ag Eq)^1,2^	​	​	24.91	​	​	15.79	​	​	23.34	​	​	13.16
All-in sustaining cash cost ($/oz Ag Eq)^1,2^	​	​	27.55	​	​	24.07	​	​	25.77	​	​	19.01
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's) ^3^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	–	​	​	3,593	​	​	–	​	​	7,366
Sustaining leases	​	​	216	​	​	214	​	​	477	​	​	376
Non-sustaining	​	​	2,313	​	​	524	​	​	5,790	​	​	793
Brownfields	​	​	–	​	​	788	​	​	–	​	​	1,875

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

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

^3^Capital expenditures are presented on a cash basis

​

In the second quarter of 2024, San Jose produced 684,176 ounces of silver and 5,269 ounces of gold, 29% and 9% decreases respectively, at average head grades for silver and gold of 140 g/t and 1.09 g/t, a 17% decrease and 7% increase respectively, when compared to the same period in 2023. The decrease in silver and gold production, when compared to the first quarter of 2023, is explained by lower tonnes extracted and lower grades for silver, which is consistent with the annual plan and guidance. During the second quarter, the processing plant milled 176,214 tonnes at an average of 1,980 tonnes per day, in line with the plan for the period.

​

The cash cost per silver equivalent ounce sold for the three months ending June 30, 2024, was $24.91, an increase from $15.79 in the same period of 2023. The San Jose Mine has less operational flexibility in 2024 compared to 2023, due to the reduced and more dispersed Mineral Reserves associated with the Trinidad deposit, which also increased mine costs. Ore processed decreased by 10% due to lower tonnes mined.

​

The all-in sustaining cash cost per payable silver equivalent ounce sold for the three months ended June 30, 2024, increased by 14% to $27.55. This compares to $24.07 per ounce for the same period in 2023. These increases were mainly driven by higher cash costs and lower production and partially offset by lower capital expenditure. Management conducts regular assessments and trade-offs between maintaining operations at the mine or putting it on care and maintenance.

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​

​

Sustaining capital expenditures have decreased as we near the anticipated closure of the mine. Drilling in 2024 was higher due to the drilling campaign at the Yessi vein, which was discovered in the third quarter of 2023. Exploration at the Yessi vein is ongoing. Fortuna | 11

​

​

Caylloma Mine, Peru

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended June 30,				​	​	Six months ended June 30,
​	****	​	2024		​	2023		​	2024		​	2023
Mine Production	​	​	​	​	​	​	​	​	​	​	​	​
Tonnes milled	​	​	136,543	​	​	137,004	​	​	273,639	​	​	262,999
Average tonnes milled per day	​	​	1,552	​	​	1,539	​	​	1,546	​	​	1,494
​	​	​	​	​	​	​	​	​	​	​	​	​
Silver	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	83	​	​	84	​	​	85	​	​	83
Recovery (%)	​	​	84	​	​	83	​	​	83	​	​	81
Production (oz)	​	​	306,398	​	​	305,296	​	​	621,858	​	​	588,362
Metal sold (oz)	​	​	267,569	​	​	336,086	​	​	593,051	​	​	599,656
Realized price ($/oz)	​	​	28.55	​	​	24.13	​	​	25.69	​	​	23.30
​	​	​	​	​	​	​	​	​	​	​	​	​
Gold	​	​	​	​	​	​	​	​	​	​	​	​
Grade (g/t)	​	​	0.11	​	​	0.12	​	​	0.11	​	​	0.16
Recovery (%)	​	​	30	​	​	16	​	​	29	​	​	40
Production (oz)	​	​	143	​	​	89	​	​	293	​	​	255
Metal sold (oz)	​	​	60	​	​	-	​	​	123	​	​	22
Realized price ($/oz)	​	​	2,351	​	​	-	​	​	2,179	​	​	1,895
​	​	​	​	​	​	​	​	​	​	​	​	​
Lead	​	​	​	​	​	​	​	​	​	​	​	​
Grade (%)	​	​	3.83	​	​	3.72	​	​	3.66	​	​	3.27
Recovery (%)	​	​	91	​	​	91	​	​	91	​	​	87
Production (000's lbs)	​	​	10,525	​	​	10,207	​	​	20,055	​	​	19,716
Metal sold (000's lbs)	​	​	9,422	​	​	11,419	​	​	19,247	​	​	20,201
Realized price ($/lb)	​	​	0.98	​	​	0.96	​	​	0.96	​	​	0.99
​	​	​	​	​	​	​	​	​	​	​	​	​
Zinc	​	​	​	​	​	​	​	​	​	​	​	​
Grade (%)	​	​	4.80	​	​	5.18	​	​	4.63	​	​	4.14
Recovery (%)	​	​	90	​	​	90	​	​	90	​	​	89
Production (000's lbs)	​	​	13,040	​	​	14,037	​	​	25,223	​	​	27,088
Metal sold (000's lbs)	​	​	12,710	​	​	13,986	​	​	25,175	​	​	27,800
Realized price ($/lb)	​	​	1.29	​	​	1.23	​	​	1.20	​	​	1.34
​	​	​	​	​	​	​	​	​	​	​	​	​
Unit Costs	​	​	​	​	​	​	​	​	​	​	​	​
Cash cost ($/oz Ag Eq)^1,2^	​	​	13.94	​	​	14.35	​	​	12.66	​	​	13.60
All-in sustaining cash cost ($/oz Ag Eq)^1,2^	​	​	19.87	​	​	19.18	​	​	18.38	​	​	18.12
​	​	​	​	​	​	​	​	​	​	​	​	​
Capital Expenditures ($000's) ^3^	​	​	​	​	​	​	​	​	​	​	​	​
Sustaining	​	​	2,794	​	​	2,943	​	​	6,171	​	​	5,753
Sustaining leases	​	​	974	​	​	957	​	​	1,880	​	​	1,813
Brownfields	​	​	333	​	​	336	​	​	691	​	​	540

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

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

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

​

In the second quarter, the Caylloma Mine produced 306,398 ounces of silver, which was in line with the second quarter of 2023, at an average head grade of 83 g/t Ag.

​

Lead and zinc production for the quarter were 10.5 million pounds of lead, and 13.0 million pounds of zinc. Lead production increased 3% and zinc production decreased by 7% compared to the same period in 2023. Head grades averaged 3.83%, and 4.80%, a 3% increase and 7% decrease, respectively, when compared to the second quarter of 2023.

Fortuna | 12

​

​

The cash cost per silver equivalent ounce for the three months ended June 30, 2024 was $13.94, a 3% decrease compared to the comparable period in 2023. This was primarily due to lower energy and maintenance costs in the plant.

​

The all-in sustaining cash cost per ounce of payable silver equivalent for the three months ended June 30, 2024, was $19.87 compared to $19.18 for the same period in 2023. The higher all-in sustaining cash cost per ounce was the result of higher silver prices on the calculation of silver equivalent ounces.

​

​

Fortuna | 13

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​

Qualified Person

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

​

Non-IFRS Financial Measures

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

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

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 six months ended June 30, 2024 (“Q2 2024 MDA”), which section is incorporated by reference in this news release, for additional information regarding each non-IFRS financial measure and non-IFRS ratio disclosed in this news release, including an explanation of their composition; an explanation of how such measures and ratios provide useful information to an investor; and the additional purposes, if any, for which management of the Company uses such measures and ratio.  The Q2 2024 MD&A may be accessed on SEDAR+ at www.sedarplus.ca under the Company’s profile.

Except as otherwise described in the Q2 2024 MD&A, the Company has calculated these measures consistently for all periods presented.

Fortuna | 14

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​

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

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​				​	​	​
(Expressed in millions except Total net debt to Adjusted EBITDA ratio)				​	​		​	​		​	As at June 30, 2024
Convertible senior note	​	​	​	​	​	​	​	​	​	$	​	172.5
Convertible debenture	​	​	​	​	​	​	​	​	​	​	​	45.7
Debt	​	​	​	​	​	​	​	​	​	​	​	218.2
Less: Cash and Cash Equivalents	​	​	​	​	​	​	​	​	​	​	​	(105.6)
Less: Restricted cash	​	​	​	​	​	​	​	​	​	​	​	(46.1)
Total net debt^1^	​	​	​	​	​	​	​	​	​	$	​	66.5
Adjusted EBITDA (last four quarters)	​	​	​	​	​	​	​	​	​	$	​	432.8
Total net debt to adjusted EBITDA ratio	​	​	​	​	​	​	​	​	​	​	​	0.2:1
^1^Excluding letters of credit	​	​	​	​	​	​	​	​	​	​	​	​

​

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

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Three months ended June 30,				​	​	Six months ended June 30,
(Expressed in millions)		2024			2023		​	2024			2023
Net income attributable to shareholders	​	​	40.6	​	​	3.2	​	​	66.9	​	​	14.0
Adjustments, net of tax:	​	​	​	​	​	​	​	​	​	​	​	​
Community support provision and accruals^1^	​	​	(0.1)	​	​	-	​	​	(0.3)	​	​	(0.1)
Unrealized loss (gain) on derivatives	​	​	-	​	​	(1.3)	​	​	-	​	​	(0.3)
Income tax, convertible debentures	​	​	(12.0)	​	​	-	​	​	(12.0)	​	​	-
Inventory adjustment	​	​	1.9	​	​	0.7	​	​	1.9	​	​	0.7
Accretion on right of use assets	​	​	0.9	​	​	0.5	​	​	1.8	​	​	1.1
Other non-cash/non-recurring items	​	​	(0.9)	​	​	(0.6)	​	​	(1.2)	​	​	(0.7)
Adjusted attributable net income	​	​	30.4	​	​	2.5	​	​	57.1	​	​	14.7
^1^Amounts are recorded in Cost of sales	​	​	​	​	​	​	​	​	​	​	​	​

​

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

​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,				​	​	Six months ended June 30,
Consolidated (in millions of US dollars)	​	2024	​	​	2023	​	​	2024	​	​	2023
Net income	​	43.3	​	​	3.5	​	​	72.4	​	​	15.3
Adjustments:	​	​	​	​	​	​	​	​	​	​	​
Community support provision and accruals	​	(0.1)	​	​	-	​	​	(0.4)	​	​	(0.1)
Inventory adjustment	​	2.6	​	​	1.0	​	​	2.6	​	​	0.9
Foreign exchange loss, Séguéla Mine	​	-	​	​	(0.2)	​	​	-	​	​	(0.1)
Net finance items	​	6.9	​	​	3.5	​	​	13.1	​	​	6.1
Depreciation, depletion, and amortization	​	57.2	​	​	39.8	​	​	107.5	​	​	84.2
Income taxes	​	7.7	​	​	1.0	​	​	22.2	​	​	9.0
Other non-cash/non-recurring items	​	(4.9)	​	​	(4.2)	​	​	(9.6)	​	​	(5.8)
Adjusted EBITDA	​	112.7	​	​	44.4	​	​	207.8	​	​	109.5

Figures may not add due to rounding

​

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

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​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended June 30,				​	​	Six months ended June 30,
(Expressed in millions)	2024			2023		​	2024		****	2023
​	​	​	​	​	​	​	​	​	​	​	​
Net cash provided by operating activities	​	73.5	​	​	44.2	​	​	122.5	​	​	85.4
Séguéla, working capital	​	-	​	​	4.4	​	​	-	​	​	4.4
Additions to mineral properties, plant and equipment	​	(32.8)	​	​	(36.2)	​	​	(65.2)	​	​	(66.5)
Gain on blue chip swap investments	​	2.5	​	​	-	​	​	5.1	​	​	-
Right of use payments	​	(5.6)	​	​	(2.9)	​	​	(10.6)	​	​	(5.8)
Other adjustments	​	1.0	​	​	-	​	​	(1.1)	​	​	0.1
Free cash flow from ongoing operations	​	38.6	​	​	9.5	​	​	50.7	​	​	17.6

Figures may not add due to rounding

​

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

​	​	​	​	​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Q2 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	36,010	​	50,839	​	51,430	​	25,524	​	16,239	​	180,044
Inventory adjustment	(228)	​	(2,852)	​	—	​	443	​	—	​	(2,637)
Depletion, depreciation, and amortization	(11,580)	​	(13,784)	​	(27,130)	​	(573)	​	(3,358)	​	(56,425)
Royalties and taxes	(116)	​	(6,009)	​	(5,629)	​	(867)	​	(229)	​	(12,850)
By-product credits	(704)	​	—	​	—	​	—	​	—	​	(704)
Other	—	​	—	​	—	​	6	​	(350)	​	(344)
Treatment and refining charges	—	​	—	​	—	​	743	​	2,287	​	3,030
Cash cost applicable per gold equivalent ounce sold	23,382	​	28,194	​	18,671	​	25,276	​	14,589	​	110,112
Ounces of gold equivalent sold	21,409	​	31,455	​	33,102	​	12,670	​	12,858	​	111,495
Cash cost per ounce of gold equivalent sold (/oz)	1,092	​	896	​	564	​	1,995	​	1,135	​	988
Gold equivalent was calculated using the realized prices for gold of 2,334/oz Au, 29.1/oz Ag, 2,157/t Pb, and 2,835/t Zn for Q2 2024.
Figures may not add due to rounding
​

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Q2 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	40,280	​	38,353	​	—	​	29,366	​	18,543	​	126,542
Inventory adjustment	—	​	(827)	​	—	​	—	​	—	​	(827)
Depletion, depreciation, and amortization	(11,873)	​	(15,788)	​	—	​	(8,532)	​	(3,405)	​	(39,598)
Royalties and taxes	(3,850)	​	(3,086)	​	—	​	(1,040)	​	(519)	​	(8,495)
By-product credits	(2,486)	​	—	​	—	​	—	​	—	​	(2,486)
Other	—	​	—	​	—	​	267	​	(483)	​	(216)
Treatment and refining charges	—	​	—	​	—	​	1,113	​	5,257	​	6,370
Cash cost applicable per gold equivalent ounce sold	22,071	​	18,652	​	—	​	21,174	​	19,393	​	81,290
Ounces of gold equivalent sold	25,130	​	25,946	​	—	​	16,382	​	16,536	​	83,994
Cash cost per ounce of gold equivalent sold (/oz)	878	​	719	​	—	​	1,293	​	1,173	​	968
Gold equivalent was calculated using the realized prices for gold of 1,973/oz Au, 24.1/oz Ag, 2,115/t Pb, and 2,713/t Zn for Q2 2023
Figures may not add due to rounding
​

All values are in US Dollars.

​

​

​

​

​

Fortuna | 16

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​	​	​	​	​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Year to Date 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	70,059	​	85,790	​	96,640	​	49,248	​	33,344	​	335,083
Inventory adjustment	(228)	​	(2,852)	​	—	​	455	​	—	​	(2,625)
Depletion, depreciation, and amortization	(23,160)	​	(23,999)	​	(51,046)	​	(964)	​	(7,182)	​	(106,351)
Royalties and taxes	(369)	​	(10,302)	​	(11,101)	​	(1,571)	​	(583)	​	(23,926)
By-product credits	(1,127)	​	—	​	—	​	—	​	—	​	(1,127)
Other	—	​	—	​	—	​	—	​	(681)	​	(681)
Treatment and refining charges	—	​	—	​	—	​	1,717	​	3,518	​	5,235
Cash cost applicable per gold equivalent ounce sold	45,175	​	48,637	​	34,493	​	48,885	​	28,416	​	205,606
Ounces of gold equivalent sold	43,037	​	58,627	​	67,552	​	24,719	​	26,156	​	220,091
Cash cost per ounce of gold equivalent sold (/oz)	1,050	​	830	​	511	​	1,978	​	1,086	​	934
Gold equivalent was calculated using the realized prices for gold of 2,213/oz Au, 26.1/oz Ag, 2,120/t Pb, and 2,644/t Zn for Year to Date 2024.
Figures may not add due to rounding
​

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​	​	​
Cash Cost Per Gold Equivalent Ounce Sold - Year to Date 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	82,005	​	83,216	​	—	​	61,889	​	34,651	​	261,761
Inventory adjustment	15	​	(827)	​	—	​	—	​	—	​	(812)
Depletion, depreciation, and amortization	(25,065)	​	(33,156)	​	—	​	(18,444)	​	(6,888)	​	(83,553)
Royalties and taxes	(7,776)	​	(6,448)	​	—	​	(2,297)	​	(685)	​	(17,206)
By-product credits	(3,284)	​	—	​	—	​	—	​	—	​	(3,284)
Other	—	​	—	​	—	​	250	​	(955)	​	(705)
Treatment and refining charges	—	​	—	​	—	​	1,837	​	10,762	​	12,599
Cash cost applicable per gold equivalent ounce sold	45,895	​	42,785	​	—	​	43,235	​	36,885	​	168,800
Ounces of gold equivalent sold	51,893	​	55,418	​	—	​	39,511	​	32,712	​	179,535
Cash cost per ounce of gold equivalent sold (/oz)	884	​	772	​	—	​	1,094	​	1,128	​	940
Gold equivalent was calculated using the realized prices for gold of 1,930/oz Au, 23.2/oz Ag, 2,174/t Pb, and 2,954/t Zn for YTD 2023
Figures may not add due to rounding
​

All values are in US Dollars.

​

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

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Q2 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	23,382	​	28,194	​	18,671	​	25,276	​	14,589	​	—	​	110,112
Inventory net realizable value adjustment	—	​	1,777	​	—	​	—	​	—	​	—	​	1,777
Royalties and taxes	116	​	6,009	​	5,629	​	867	​	229	​	—	​	12,850
Worker's participation	—	​	—	​	—	​	—	​	472	​	—	​	472
General and administration	3,281	​	182	​	2,603	​	1,590	​	1,406	​	12,338	​	21,400
Stand-by	—	​	—	​	—	​	—	​	—	​	—	​	—
Total cash costs	26,779	​	36,162	​	26,903	​	27,733	​	16,696	​	12,338	​	146,611
Sustaining capital1	16,738	​	7,525	​	9,406	​	216	​	4,101	​	—	​	37,986
All-in sustaining costs	43,517	​	43,687	​	36,309	​	27,949	​	20,797	​	12,338	​	184,597
Gold equivalent ounces sold	21,409	​	31,455	​	33,102	​	12,670	​	12,858	​	—	​	111,495
All-in sustaining costs per ounce	2,033	​	1,389	​	1,097	​	2,206	​	1,617	​	—	​	1,656
Gold equivalent was calculated using the realized prices for gold of 2,334/oz Au, 29.1/oz Ag, 2,157/t Pb, and 2,835/t Zn for Q2 2024.
Figures may not add due to rounding
1 Presented on a cash basis

All values are in US Dollars.

Fortuna | 17

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Q2 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	22,071	​	18,652	​	—	​	21,174	​	19,393	​	—	​	81,290
Inventory net realizable value adjustment	—	​	334	​	—	​	—	​	—	​	—	​	334
Royalties and taxes	3,850	​	3,086	​	—	​	1,040	​	519	​	—	​	8,495
Worker's participation	—	​	—	​	—	​	(333)	​	501	​	—	​	168
General and administration	2,507	​	609	​	—	​	1,722	​	1,290	​	8,312	​	14,440
Stand-by	—	​	2,999	​	—	​	4,084	​	—	​	—	​	7,083
Total cash costs	28,428	​	25,680	​	—	​	27,687	​	21,703	​	8,312	​	111,810
Sustaining capital1	13,936	​	16,498	​	—	​	4,595	​	4,236	​	—	​	39,265
All-in sustaining costs	42,364	​	42,178	​	—	​	32,282	​	25,939	​	8,312	​	151,075
Gold equivalent ounces sold	25,130	​	25,946	​	—	​	16,382	​	16,536	​	—	​	83,994
All-in sustaining costs per ounce	1,686	​	1,626	​	—	​	1,971	​	1,569	​	—	​	1,799
Gold equivalent was calculated using the realized prices for gold of 1,973/oz Au, 24.1/oz Ag, 2,115/t Pb, and 2,713/t Zn for Q2 2023
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	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	45,175	​	48,637	​	34,493	​	48,885	​	28,416	​	—	​	205,606
Inventory net realizable value adjustment	—	​	1,777	​	—	​	—	​	—	​	—	​	1,777
Royalties and taxes	369	​	10,302	​	11,101	​	1,571	​	583	​	—	​	23,926
Worker's participation	—	​	—	​	—	​	—	​	889	​	—	​	889
General and administration	6,160	​	732	​	3,771	​	3,048	​	2,625	​	22,987	​	39,323
Stand-by	—	​	—	​	—	​	—	​	—	​	—	​	—
Total cash costs	51,704	​	61,448	​	49,365	​	53,504	​	32,513	​	22,987	​	271,521
Sustaining capital1	27,143	​	19,558	​	19,593	​	477	​	8,742	​	—	​	75,513
All-in sustaining costs	78,847	​	81,006	​	68,958	​	53,981	​	41,255	​	22,987	​	347,034
Gold equivalent ounces sold	43,037	​	58,627	​	67,552	​	24,719	​	26,156	​	—	​	220,091
All-in sustaining costs per ounce	1,832	​	1,382	​	1,021	​	2,184	​	1,577	​	—	​	1,577
Gold equivalent was calculated using the realized prices for gold of 2,213/oz Au, 26.1/oz Ag, 2,120/t Pb, and 2,644/t Zn for Year to Date 2024.
Figures may not add due to rounding
1 Presented on a cash basis
​	​	​	​	​	​	​	​	​	​	​	​	​	​

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
AISC Per Gold Equivalent Ounce Sold - Year to Date 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	45,895	​	42,785	​	—	​	43,235	​	36,885	​	—	​	168,800
Inventory net realizable value adjustment	—	​	334	​	—	​	—	​	—	​	—	​	334
Royalties and taxes	7,776	​	6,448	​	—	​	2,297	​	685	​	—	​	17,206
Worker's participation	—	​	—	​	—	​	(312)	​	1,018	​	—	​	706
General and administration	4,499	​	1,498	​	—	​	3,524	​	2,434	​	17,081	​	29,036
Stand-by	—	​	2,999	​	—	​	4,084	​	—	​	—	​	7,083
Total cash costs	58,170	​	54,064	​	—	​	52,828	​	41,022	​	17,081	​	223,165
Sustaining capital1	22,279	​	32,597	​	—	​	9,617	​	8,106	​	—	​	72,599
All-in sustaining costs	80,449	​	86,661	​	—	​	62,445	​	49,128	​	17,081	​	295,764
Gold equivalent ounces sold	51,893	​	55,418	​	—	​	39,511	​	32,712	​	—	​	179,535
All-in sustaining costs per ounce	1,550	​	1,564	​	—	​	1,580	​	1,502	​	—	​	1,648
Gold equivalent was calculated using the realized prices for gold of 1,930/oz Au, 23.2/oz Ag, 2,174/t Pb, and 2,954/t Zn for YTD 2023

All values are in US Dollars.

Fortuna | 18

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​

Figures may not add due to rounding
^1^ Presented on a cash basis
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

​

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

​	​	​	​	​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Q2 2024	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales	​	25,524	​	16,239	​	41,763
Inventory adjustment	​	443	​	—	​	443
Depletion, depreciation, and amortization	​	(573)	​	(3,358)	​	(3,931)
Royalties and taxes	​	(867)	​	(229)	​	(1,096)
Other	​	6	​	(350)	​	(344)
Treatment and refining charges	​	743	​	2,287	​	3,030
Cash cost applicable per silver equivalent sold	​	25,276	​	14,589	​	39,865
Ounces of silver equivalent sold^1^	​	1,014,526	​	1,046,393	​	2,060,919
Cash cost per ounce of silver equivalent sold ($/oz)	​	24.91	​	13.94	​	19.34
^1^ Silver equivalent sold for Q2 2024 for San Jose is calculated using a silver to gold ratio of 79.9:1. Silver equivalent sold for Q2 2024 for Caylloma is calculated using a silver to gold ratio of 82.4:1, silver to lead ratio of 1:29.2 pounds, and silver to zinc ratio of 1:22.2 pounds.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures may not add due to rounding
​
​	​	​	​	​	​	​

​

​	​	​	​	​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Q2 2023	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales	​	29,366	​	18,543	​	47,909
Inventory adjustment	​	—	​	—	​	—
Depletion, depreciation, and amortization	​	(8,532)	​	(3,405)	​	(11,937)
Royalties and taxes	​	(1,040)	​	(519)	​	(1,559)
Other	​	267	​	(483)	​	(216)
Treatment and refining charges	​	1,113	​	5,257	​	6,370
Cash cost applicable per silver equivalent sold	​	21,174	​	19,393	​	40,567
Ounces of silver equivalent sold^1^	​	1,341,320	​	1,352,522	​	2,693,842
Cash cost per ounce of silver equivalent sold ($/oz)	​	15.79	​	14.35	​	15.06
1 Silver equivalent sold for San Jose for Q2 2023 is 81.9:1.Silver equivalent sold for Caylloma for Q2 2023 is calculated using a silver to gold ratio of 0.0:1, silver to lead ratio of 1:28.2 pounds, and silver to zinc ratio 1:19.6.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures have been restated to remove Right of Use
Figures may not add due to rounding
​	​	​	​	​	​	​

​

​	​	​	​	​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Year to Date 2024	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales	​	49,248	​	33,344	​	82,592
Inventory adjustment	​	455	​	—	​	455
Depletion, depreciation, and amortization	​	(964)	​	(7,182)	​	(8,146)
Royalties and taxes	​	(1,571)	​	(583)	​	(2,154)
Other	​	—	​	(681)	​	(681)
Treatment and refining charges	​	1,717	​	3,518	​	5,235
Cash cost applicable per silver equivalent sold	​	48,885	​	28,416	​	77,301
Ounces of silver equivalent sold^1^	​	2,094,621	​	2,244,876	​	4,339,497
Cash cost per ounce of silver equivalent sold ($/oz)	​	23.34	​	12.66	​	17.81
1 Silver equivalent sold for Year to Date 2024 for San Jose is calculated using a silver to gold ratio of 84.5:1. Silver equivalent sold for Year to Date 2024 for Caylloma is calculated using a silver to gold ratio of 84.8:1, silver to lead ratio of 1:26.7 pounds, and silver to zinc ratio of 1:21.4 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 | 19

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​

​

​	​	​	​	​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Year to Date 2023	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales	​	61,889	​	34,651	​	96,540
Inventory adjustment	​	—	​	—	​	—
Depletion, depreciation, and amortization	​	(18,444)	​	(6,888)	​	(25,332)
Royalties and taxes	​	(2,297)	​	(685)	​	(2,982)
Other	​	250	​	(955)	​	(705)
Treatment and refining charges	​	1,837	​	10,762	​	12,599
Cash cost applicable per silver equivalent sold	​	43,235	​	36,885	​	80,120
Ounces of silver equivalent sold^1^	​	3,284,402	​	2,711,988	​	5,996,390
Cash cost per ounce of silver equivalent sold ($/oz)	​	13.16	​	13.60	​	13.36
1 Silver equivalent sold for Year to Date 2023 for San Jose is calculated using a silver to gold ratio of 83.1:1. Silver equivalent sold for Year to Date 2023 for Caylloma is calculated using a silver to gold ratio of 81.3:1, silver to lead ratio of 1:23.6 pounds, and silver to zinc ratio of 1:17.4 pounds.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures have been restated to remove Right of Use
Figures may not add due to rounding
​	​	​	​	​	​	​

​

Reconciliation of all-in sustaining cash cost and all-in cash cost per payable ounce of silver equivalent sold for the three and six months ended June 30, 2024 and 2023

​	​	​	​	​	​	​
AISC Per Silver Equivalent Ounce Sold - Q2 2024	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold	​	25,276	​	14,589	​	39,865
Royalties and taxes	​	867	​	229	​	1,096
Worker's participation	​	—	​	472	​	472
General and administration	​	1,590	​	1,406	​	2,996
Stand-by	​	—	​	—	​	—
Total cash costs	​	27,733	​	16,696	​	44,429
Sustaining capital^3^	​	216	​	4,101	​	4,317
All-in sustaining costs	​	27,949	​	20,797	​	48,746
Silver equivalent ounces sold^1^	​	1,014,526	​	1,046,393	​	2,060,919
All-in sustaining costs per ounce^2^	​	27.55	​	19.87	​	23.65
1 Silver equivalent sold for Q2 2024 for San Jose is calculated using a silver to gold ratio of 79.9:1. Silver equivalent sold for Q2 2024 for Caylloma is calculated using a silver to gold ratio of 82.4:1, silver to lead ratio of 1:29.2 pounds, and silver to zinc ratio of 1:22.2 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 - Q2 2023	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold	​	21,174	​	19,393	​	40,567
Royalties and taxes	​	1,040	​	519	​	1,559
Worker's participation	​	(333)	​	501	​	168
General and administration	​	1,722	​	1,290	​	3,012
Stand-by	​	4,084	​	—	​	4,084
Total cash costs	​	27,687	​	21,703	​	49,390
Sustaining capital^3^	​	4,595	​	4,236	​	8,831
All-in sustaining costs	​	32,282	​	25,939	​	58,221
Silver equivalent ounces sold^1^	​	1,341,320	​	1,352,522	​	2,693,842
All-in sustaining costs per ounce^2^	​	24.07	​	19.18	​	21.61
1 Silver equivalent sold for San Jose for Q2 2023 is 81.9:1.Silver equivalent sold for Caylloma for Q2 2023 is calculated using a silver to gold ratio of 0.0:1, silver to lead ratio of 1:28.2 pounds, and silver to zinc ratio 1:19.6.
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 | 20

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​	​	​	​	​	​	​
AISC Per Silver Equivalent Ounce Sold - Year to Date 2024	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold	​	48,885	​	28,416	​	77,301
Royalties and taxes	​	1,571	​	583	​	2,154
Worker's participation	​	—	​	889	​	889
General and administration	​	3,048	​	2,625	​	5,673
Stand-by	​	—	​	—	​	—
Total cash costs	​	53,504	​	32,513	​	86,017
Sustaining capital^3^	​	477	​	8,742	​	9,219
All-in sustaining costs	​	53,981	​	41,255	​	95,236
Silver equivalent ounces sold^1^	​	2,094,621	​	2,244,876	​	4,339,497
All-in sustaining costs per ounce^2^	​	25.77	​	18.38	​	21.95
1 Silver equivalent sold for Year to Date 2024 for San Jose is calculated using a silver to gold ratio of 84.5:1. Silver equivalent sold for Year to Date 2024 for Caylloma is calculated using a silver to gold ratio of 84.8:1, silver to lead ratio of 1:26.7 pounds, and silver to zinc ratio of 1:21.4 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis
​	​	​	​	​	​	​

​

​

​	​	​	​	​	​	​
AISC Per Silver Equivalent Ounce Sold - Year to Date 2023	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold	​	43,235	​	36,885	​	80,120
Royalties and taxes	​	2,297	​	685	​	2,982
Worker's participation	​	(312)	​	1,018	​	706
General and administration	​	3,524	​	2,434	​	5,958
Stand-by	​	4,084	​	—	​	4,084
Total cash costs	​	52,828	​	41,022	​	93,850
Sustaining capital^3^	​	9,617	​	8,106	​	17,723
All-in sustaining costs	​	62,445	​	49,128	​	111,573
Silver equivalent ounces sold^1^	​	3,284,402	​	2,711,988	​	5,996,390
All-in sustaining costs per ounce^2^	​	19.01	​	18.12	​	18.61
1 Silver equivalent sold for Year to Date 2023 for San Jose is calculated using a silver to gold ratio of 83.1:1. Silver equivalent sold for Year to Date 2023 for Caylloma is calculated using a silver to gold ratio of 81.3:1, silver to lead ratio of 1:23.6 pounds, and silver to zinc ratio of 1:17.4 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis
​	​	​	​	​	​	​

​

Additional information regarding the Company’s financial results and activities underway are available in the Company’s unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2024 and 2023 and accompanying Q2 2024 MD&A, which are available for download on the Company’s website,  www.fortunamining.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.

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Conference Call and Webcast

​

A conference call to discuss the financial and operational results will be held on Thursday, August 8, 2024, at 9:00 a.m. Pacific time | 12:00 p.m. Eastern time. Hosting the call will be Jorge A. Ganoza, President and CEO, Luis D. Ganoza, Chief Financial Officer, Cesar Velasco, Chief Operating Officer - Latin America, and David Whittle, Chief Operating Officer - West Africa.

​

Shareholders, analysts, media and interested investors are invited to listen to the live conference call by logging onto the webcast at: https://www.webcaster4.com/Webcast/Page/1696/50903 **** or over the phone by dialing in just prior to the starting time.

Fortuna | 21

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Conference call details:

Date: Thursday, August 8, 2024 Time: 9:00 a.m. Pacific time | 12:00 p.m. Eastern time

Dial in number (Toll Free): +1.888.506.0062 Dial in number (International): +1.973.528.0011 Access code: 793245

Replay number (Toll Free): +1.877.481.4010 Replay number (International): +1.919.882.2331 Replay passcode: 50903

Playback of the earnings call will be available until Thursday, August 22, 2024. Playback of the webcast will be available until Friday, August 8, 2025. In addition, a transcript of the call will be archived on the Company’s website.

About Fortuna Mining Corp.

​

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

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ON BEHALF OF THE BOARD

​

Jorge A. Ganoza

President, CEO, and Director

Fortuna Mining Corp.

​

Investor Relations:

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

Fortuna | 22

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Forward-looking Statements

This news release contains forward-looking statements which constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 (collectively, "Forward-looking Statements"). All statements included herein, other than statements of historical fact, are Forward-looking Statements and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results to differ materially from those reflected in the Forward-looking Statements. The Forward-looking Statements in this news release include, without limitation, statements about the Company's plans for its mines and mineral properties; the Company’s anticipated financial and operational performance in 2024; estimated production and costs of production for 2024, including grade and volume of metal produced and sales, revenues and cashflows, and capital costs (sustaining and non-sustaining), and operating costs, including projected production cash costs and all-in sustaining costs; the Company’s expectations and proposed timing for the delivery of a first resource for the Kingfisher prospect; the ability of the Company to mitigate the inflationary pressures on supplies used in its operations; estimated capital expenditures and estimated exploration spending in 2024, including amounts for exploration activities at its properties; statements regarding the Company's liquidity, access to capital; the impact of high inflation on the costs of production and the supply chain; the Company’s expectation regarding the timing for the completion of the leach pad expansion project at the Lindero Mine; statements regarding the anticipated closure of the San Jose Mine and statements relating to exploration at the Yessi Vein; the Company’s plans regarding the mill at the Séguéla Mine; the Company’s expectations for its performance in the second half of 2024; the Company’s expectations regarding the power plant failures in Côte D’Ivoire and that Séguéla’s 2024 production guidance remains unchanged; the Company's business strategy, plans and outlook; the merit of the Company's mines and mineral properties; mineral resource and reserve estimates, metal recovery rates, concentrate grade and quality; changes in tax rates and tax laws, requirements for permits, anticipated approvals and other matters. Often, but not always, these Forward-looking Statements can be identified by the use of words such as "estimated", “expected”, “anticipated”, "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "planned", "reflecting", "will", "containing", "remaining", "to be", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.

Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such uncertainties and factors include, among others, changes in general economic conditions and financial markets; uncertainty relating to new mining operations such as the Séguéla Mine, including the possibility that actual capital and operating costs and economic returns will differ significantly from those estimated for such projects prior to production; risks associated with war or other geo-political hostilities, such as the Ukrainian – Russian and the Israel – Hamas conflicts, any of which could continue to cause a disruption in global economic activity; fluctuation in currencies and foreign exchange rates; increases in the rate of inflation; the imposition or any extension of capital controls in countries in which the Company operates; any changes in tax laws in Argentina and the other countries in which we operate; changes in the prices of key supplies; technological and operational hazards in Fortuna’s mining and mine development activities; risks related to water and power availability; risks inherent in mineral exploration; uncertainties inherent in the estimation of mineral reserves, mineral resources, and metal recoveries; changes to current estimates of mineral reserves and resources; changes to production and cost estimates; the possibility that the appeal in respect of the ruling in favor of Compania Minera Cuzcatlan S.A. de C.V. reinstating the environmental impact authorization at the San Jose Mine (the “EIA”) will be successful; changes in the position of regulatory authorities with respect to the granting of approvals or permits; governmental and other approvals; changes in government, political unrest or instability in countries where Fortuna is active; labor relations issues; as well as those factors discussed under “Risk Factors” in the Company's Annual Information Form. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-looking Statements, there may be other factors that cause actions, events or results to differ from those 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 the appeal filed in the Mexican Collegiate Court challenging the reinstatement of the EIA will be unsuccessful;  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

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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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