6-K - FSM - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

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

For the month of March 2025

Commission File Number 001-35297

Fortuna Mining Corp.

(Translation of registrant’s name into English)

1111 Melville Street, Suite 820, Vancouver, BC, Canada V6E 3V6

(Address of principal executive office)

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


FORM 20-F ◻	FORM 40-F þ

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): ◻

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): ◻

SIGNATURES

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

3
	Fortuna Mining Corp.
	(Registrant)

Date: March 6, 2025	By:	/s/ "Jorge Ganoza Durant"
		Jorge Ganoza Durant
		President and CEO

Exhibits:

99.1****Annual Audited Consolidated Financial Statements for the year ended December 31, 2024.

99.2****Management’s Discussion and Analysis for the year ended December 31, 2024.

99.3****News release dated March 5, 2025.

CONSOLIDATED FINANCIAL STATEMENTS

For the years ended

December 31, 2024 and 2023

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management of Fortuna Mining Corp. (the “Company”) (“we”, “us” or “our”), formerly Fortuna Silver Mines Inc., have prepared the consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) and the accompanying Management’s Discussion and Analysis (“MD&A”) and are responsible for their content. The financial information presented in the MD&A is consistent with the information that is contained in the consolidated financial statements. The consolidated financial statements include, where necessary, amounts based on our estimates and judgement.

In order to discharge our responsibility for the integrity of the financial statements, the Company maintains a system of Internal Control over Financial Reporting and Disclosure Controls and Procedures. These controls are designed to provide reasonable assurance that the Company’s assets are safeguarded, transactions are executed and recorded in accordance with our authorization, proper records are maintained and relevant and reliable financial information is produced. These controls include maintaining quality standards in the hiring and training of employees, policies and procedures manuals, a corporate code of conduct and ensuring that there is proper accountability for performance within appropriate and well defined areas of responsibility.

The Board of Directors is responsible for overseeing the performance of our responsibilities for financial reporting and internal control over Financial Reporting and Disclosure Controls and Procedures. The Audit Committee, which is composed of independent directors, meets with us as well as the external auditors to ensure that we are properly fulfilling our financial reporting responsibilities to the Directors who approve the consolidated financial statements. The external auditors have full and unrestricted access to the Audit Committee to discuss the scope of their audits, and the adequacy of the system of internal controls, and to review financial reporting issues.

The consolidated financial statements have been audited by KPMG LLP, the Company’s independent registered public accounting firm, in accordance with the standards of the Public Company Accounting Oversight Board (United States).



/s/ Jorge Ganoza Durant	/s /Luis Ganoza Durant
President and Chief Executive Officer	Chief Financial Officer

Vancouver, Canada

March 5, 2025

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Fortuna Mining Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Fortuna Mining Corp. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income (loss), comprehensive income (loss), cash flows, and changes in equity for each of the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for each of the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 5, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the Audit Committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of the recoverable amount of the Lindero cash-generating unit

As discussed in Note 8 to the consolidated financial statements, the carrying value of the Company’s mineral properties, plant, and equipment was $1,539,187 thousand as of December 31, 2024. As discussed in Note 31 to the consolidated financial statements, the Company determined that there were indicators of both impairment and impairment reversal at the Lindero cash-generating unit (CGU). An increase in operating costs as a result of macro-economic factors, specifically the pace of inflation relative to the devaluation of the Argentine peso, was identified as an impairment indicator, and the increase in the Company’s estimates of future long-term gold prices was identified as an indicator of impairment reversal. The Company estimated the recoverable amount of the Lindero CGU, determined on a fair value less cost of disposal basis, and concluded no impairment charge or impairment reversal was required.

We identified the assessment of the recoverable amount of the Lindero CGU as a critical audit matter. A high degree of auditor judgment was required to evaluate the inputs used to estimate the recoverable amount. Significant assumptions used in the determination of the recoverable amount included the quantities of mineral reserves and mineral resources that form the basis for the life of mine plan, long-term metal prices, expected future production costs, including the impact of inflation and exchange rates in Argentina, and the discount rate. Changes in any of these assumptions could have had a significant effect on the determination of the estimated recoverable amount.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company's process to determine the recoverable amount of the Lindero CGU. This included controls over the Company’s development of the significant assumptions used to estimate the recoverable amount of the Lindero CGU. We assessed the competence, capabilities and objectivity of the Company’s personnel who determined the quantities of mineral reserves and mineral resources information that form the basis for the life of mine plan for the Lindero CGU. We compared the amount of mineral reserves and mineral resources in the discounted cash flow model to the life of mine plan and to the mineral reserve and mineral resource information. We compared the Company’s life of mine plan and operating results to actual results to assess the accuracy of the Company’s forecasting process. We evaluated the Company’s mineral reserves and resources information by analyzing changes from the prior year. We compared expected future production costs in the discounted cash flow model to the life of mine plan and to historical expenditures. We involved valuations professionals with specialized skills and knowledge, who assisted in (1) assessing the long-term metal prices by comparing to third party data; (2) evaluating the discount rate by comparing it to an independently calculated range of discount rates using internal and external independent sources; and (3) evaluating inflation and exchange rates in Argentina by comparing to third party data.

/s/ KPMG LLP

Chartered Professional Accountants

We have served as the Company’s auditor since 2017.

Vancouver, Canada March 5, 2025

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors Fortuna Mining Corp.

Opinion on Internal Control Over Financial Reporting

We have audited Fortuna Mining Corp.’s (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2024 and 2023, the related consolidated statements of income (loss), comprehensive income (loss), cash flows, and changes in equity for each of the years then ended, and the related notes (collectively, the consolidated financial statements), and our report dated March 5, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, which appears under the heading Management’s Report on Internal Control Over Financial Reporting in the accompanying Management’s Discussion and Analysis. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Chartered Professional Accountants

Vancouver, Canada March 5, 2025

Fortuna Mining Corp.

Consolidated Statements of Income (Loss)

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


		Years ended December 31,
	Note	2024	2023<br>$
Sales	19	1,062,037	842,428
Cost of sales	20	718,430	652,403
Mine operating income		343,607	190,025

General and administration	21	76,085	64,073
Foreign exchange loss		12,412	10,885
Impairment of mineral properties, plant and equipment	31(b)	-	90,615
Write-off of mineral properties	8	14,485	5,985
Other expenses	22	12,579	18,874
		115,561	190,432

Operating income (loss)		228,046	(407)

Investment gains	5	9,716	12,395
Interest and finance costs, net	23	(25,553)	(21,790)
Loss on derivatives	19	-	(1,249)
		(15,837)	(10,644)

Income (loss) before income taxes		212,209	(11,051)

Income taxes
Current income tax expense	24	96,468	42,636
Deferred income tax recovery	24	(26,165)	(10,057)
		70,303	32,579
Net income (loss)		141,906	(43,630)

Net income (loss) attributable to:
Fortuna shareholders		128,735	(50,836)
Non-controlling interests	29	13,171	7,206
		141,906	(43,630)

Earnings (loss) per share	18
Basic		0.42	(0.17)
Diluted		0.41	(0.17)

Weighted average number of common shares outstanding (000's)
Basic		308,885	295,067
Diluted		310,747	295,067

All values are in US Dollars.

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

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Fortuna Mining Corp.

Consolidated Statements of Comprehensive Income (Loss)

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


		Years ended December 31,
	Note	2024	2023<br>$
Net income (loss)		141,906	(43,630)

Items that will remain permanently in other comprehensive loss:
Changes in fair value of investments in equity securities, net of $nil tax		123	(22)
Items that may in the future be reclassified to profit or loss:
Currency translation adjustment, net of tax ^(1)^		(475)	(1,859)
Total other comprehensive loss		(352)	(1,881)
Comprehensive income (loss)		141,554	(45,511)

Comprehensive income (loss) attributable to:
Fortuna shareholders		128,383	(52,717)
Non-controlling interests	29	13,171	7,206
		141,554	(45,511)

All values are in US Dollars.

^(1)^ For the year ended December 31, 2024, the currency translation adjustment is net of tax expense of $0.9 million (2023 - $2.2 million).

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

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Fortuna Mining Corp.

Consolidated Statements of Financial Position

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


Balance at	Note	****	December 31, 2024	December 31, 2023<br>$
ASSETS
CURRENT ASSETS
Cash and cash equivalents			231,328	128,148
Trade and other receivables	5		99,984	69,529
Inventories	6		134,496	115,825
Other current assets	7		20,433	19,823
			486,241	333,325
NON-CURRENT ASSETS
Mineral properties and property, plant and equipment	8		1,539,187	1,574,212
Other non-current assets	9		90,104	60,326
Total assets			2,115,532	1,967,863

LIABILITIES
CURRENT LIABILITIES
Trade and other payables	10		151,642	148,084
Current portion of debt	13		-	43,901
Income taxes payable	24		80,116	31,779
Current portion of lease obligations	12		19,761	14,941
Current portion of closure and reclamation provisions	15		4,510	5,065
			256,029	243,770
NON-CURRENT LIABILITIES
Debt	13		126,031	162,946
Deferred tax liabilities	24		144,266	159,855
Closure and reclamation provisions	15		70,827	60,738
Lease obligations	12		48,216	42,460
Other non-current liabilities	14		4,090	9,973
Total liabilities			649,459	679,742

SHAREHOLDERS' EQUITY
Share capital	17		1,129,709	1,125,376
Reserves			57,772	25,342
Retained earnings			216,384	87,649
Equity attributable to Fortuna shareholders			1,403,865	1,238,367
Equity attributable to non-controlling interests	29		62,208	49,754
Total equity			1,466,073	1,288,121

Total liabilities and shareholders' equity			2,115,532	1,967,863

All values are in US Dollars.

Contingencies and Capital Commitments (Note 30)

Subsequent Events (Notes 30(a) and 32)

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

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

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Fortuna Mining Corp.

Consolidated Statements of Cash Flows

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


		Years ended December 31,
	Note	2024	2023<br>$

Operating activities:
Net income (loss)		141,906	(43,630)
Items not involving cash:
Depletion and depreciation		229,958	219,688
Accretion expense	23	9,055	6,773
Income taxes		70,303	32,579
Interest expense, net	23	16,498	15,017
Share-based payments, net of cash settlements		8,146	2,017
Impairment of mineral properties, plant and equipment	31(b)	-	90,615
Inventory net realizable value adjustments	6	6,058	6,188
Inventory obsolescence adjustments		1,006	10,097
Write-off of mineral properties	8	14,485	5,985
Unrealized foreign exchange loss		388	5,706
Investment gains	5	(9,716)	(12,395)
Other	22	9,526	4,972
Closure, reclamation and related severance payments	15	(5,595)	(1,203)
Changes in working capital	28	(72,482)	(9,737)
Cash provided by operating activities		419,536	332,672
Income taxes paid		(43,554)	(25,872)
Interest paid		(14,844)	(13,545)
Interest received		4,539	3,654
Net cash provided by operating activities		365,677	296,909

Investing activities:
Additions to mineral properties and property, plant and equipment	8	(203,778)	(217,314)
Purchases of investments	5	(35,857)	(9,359)
Proceeds from sale of investments	5	45,573	21,754
Deposits on long-term assets		(1,769)	-
Costs related to Chesser acquisition, net of cash acquired		-	(13,321)
Other investing activities		1,391	1,356
Cash used in investing activities		(194,440)	(216,884)

Financing activities:
Transaction costs on credit facility	13	(1,963)	-
Repayment of convertible debentures	13	(9,649)	-
Proceeds from credit facility	13	68,000	75,500
Repayment of credit facility	13	(233,000)	(90,500)
Convertible notes issued	13	172,500	-
Cost of financing - 2024 Convertible Notes	13	(6,488)	-
Repurchase of common shares	17	(34,128)	-
Issuance of common shares from option exercise		-	301
Payments of lease obligations	28	(20,690)	(16,625)
Dividend payment to non-controlling interests		(717)	(1,392)
Cash used in financing activities		(66,135)	(32,716)
Effect of exchange rate changes on cash and cash equivalents		(1,922)	346
Increase in cash and cash equivalents during the year		103,180	47,655
Cash and cash equivalents, beginning of the year		128,148	80,493
Cash and cash equivalents, end of the year		231,328	128,148

Cash and cash equivalents consist of:
Cash		184,840	106,135
Cash equivalents		46,488	22,013
Cash and cash equivalents, end of the year		231,328	128,148
Supplemental cash flow information (Note 28)

All values are in US Dollars.

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

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Fortuna Mining Corp.

Consolidated Statements of Changes in Equity

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


			Share capital
	Note	****	Number of common shares	Amount	****	Equityreserve	****	Hedgingreserve	****	Fair valuereserve	Equity component of convertible debt	Foreigncurrencyreserve	****	Retainedearnings	****	Non-controlling interests	****	Total equity
Balance at January 1, 2024			306,587,630								4,825
Total comprehensive income
Net income			-								-
Other comprehensive loss			-								-
Total comprehensive income			-								-

Transactions with owners of the Company
Conversion and repayment of debentures	13		7,184,000								(91)
Dividend declared and paid to non-controlling interests	29		-								-
Repurchase of common shares	17		(7,433,015)								-
Shares issued on vesting of share units			589,574								-
Share-based payments	16		-								-
Equity portion of convertible notes, net of tax	13		-								32,316
			340,559								32,225

Balance at December 31, 2024			306,928,189								37,050

Balance at January 1, 2023			290,221,971								4,825
Total comprehensive loss
Net loss			-								-
Other comprehensive loss			-								-
Total comprehensive loss			-								-

Transactions with owners of the Company
Acquisition of Chesser			15,545,368								-
Dividend payment to non-controlling interests	29		-								-
Exercise of stock options			127,350								-
Shares issued on vesting of share units			647,941								-
Convertible debenture conversion	13		45,000								-
Share-based payments	16		-								-
			16,365,659								-

Balance at December 31, 2023			306,587,630								4,825

All values are in US Dollars.

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

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Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(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, Peru and Senegal. 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 Caylloma silver, lead, and zinc mine (“Caylloma”) in southern Peru, the underground San Jose silver and gold mine (“San Jose”) in southern Mexico, and is in a preliminary economic assessment stage of development at the Diamba Sud gold project in Senegal. Subseqent to December 31, 2024, the Company entered into a binding letter agreement for the sale of its 100% interest in Compania Minera Cuzcatlan S.A. de C.V., which owns the San Jose mine. The sale is expected to complete in the first quarter of 2025 (see Note 32).

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.

As at December 31, 2024, the Company’s head office was located at Suite 650 - 200 Burrard Street, Vancouver, British Columbia V6C 3L6, Canada. In January 2025, the Company relocated its head office to Suite 820 - 1111 Melville Street, Vancouver, British Columbia V6E 3V6, Canada. As at December 31, 2024, the Company’s registered office was located at Suite 3500 - 1133 Melville Street, Vancouver, British Columbia V6E 4E5, Canada.

2. BASIS OF PRESENTATION

Statement of Compliance

These consolidated financial statements (“financial statements”) have been prepared by management of the Company in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) effective as of December 31, 2024.

On March 5, 2025, the Company's Board of Directors approved these 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 26) at the end of each reporting period.

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Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

3. MATERIAL ACCOUNTING POLICIES

The Company has consistently applied the following accounting policies to all periods presented in these financial statements.

(a) Basis of Consolidation

These financial statements include the accounts of the Company. All significant intercompany transactions, balances, revenues, and expenses have been eliminated upon consolidation.

Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition or control and up to the effective date of disposition or loss of control. Control is achieved when the Company has power over the investee, is exposed to or has rights to variable returns from its involvement with an investee, and had the ability to affect those returns through its power over the investee.

The Company is the ultimate parent entity of the group. At December 31, 2024 the principal subsidiaries of the Company, their geographic locations, and the ownership interests held by the Company, were as follows:



Name	****	Location	****	Ownership	****	Principal Activity
Minera Bateas S.A.C. ("Bateas")		Peru		100%		Caylloma mine
Compania Minera Cuzcatlan S.A. de C.V. ("Cuzcatlan")		Mexico		100%		San Jose mine
Mansfield Minera S.A. ("Mansfield")		Argentina		100%		Lindero mine
Roxgold SANU S.A. (“Sanu”)		Burkina Faso		90%		Yaramoko mine
Roxgold SANGO S.A. (“Sango”)		Côte d’Ivoire		90%		Séguéla mine

(b) Non-Controlling Interests

Non-controlling interests represents equity interests in subsidiaries owned by outside parties. Non-controlling interests are recorded at their proportionate share of the fair value of identifiable net assets acquired on initial recognition. The share of net assets of subsidiaries attributable to non-controlling interests is presented as a component of equity. Their share of net income and other comprehensive income is recognized directly in equity even if the results of the non-controlling interests have a deficit balance.

The Company recognizes transactions with non-controlling interests as transactions with equity shareholders. Changes in the Company’s ownership interest in subsidiaries that do not result in loss of control are accounted for as equity transactions.

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Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

These financial statements are presented in United States Dollars (“$” or “US$” or “US dollars”), which is the functional currency of the Company. Reference to C$ are to Canadian dollars. All amounts in these financial statements have been rounded to the nearest thousand US dollars, unless otherwise stated.

The functional currency for each entity consolidated within the Company's financial statements is determined by the currency of the primary economic environment in which it operates. The functional currency of all subsidiaries is US dollars, except for those outlined in the table below.

Name of Subsidiary	Place of Incorporation	Beneficial Common Share Ownership Interest	Principal Activity	Functional Currency
Roxgold Inc.	Canada	100%	Holding	CAD
FR Gold Mining Inc.	Canada	100%	Holding	CAD
Fortuna Silver Mines Australia Pty Ltd.	Australia	100%	Corporate	AUD
LGL Exploration Côte d’Ivoire SA	Côte d’Ivoire	100%	Exploration	XOF
LGL Resources Côte d’Ivoire SA	Côte d’Ivoire	100%	Exploration	XOF
Roxgold Boussoura SARL	Burkina Faso	100%	Exploration	XOF

Assets and liabilities of the subsidiaries that have a functional currency other than US dollars are translated into US dollars at the exchange rate in effect on the consolidated statements of financial position date and revenues and expenses are translated at the average rate over the reporting period. Gains and losses from these translations are recognized in other comprehensive loss.

Transactions in foreign currencies are initially recorded in the functional currency at the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange at each financial position date. Foreign exchange gains or losses on translation to the functional currency of an entity are recorded in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.

(d) Inventories

Inventories include mineral concentrates, doré, leach pad, gold in-circuit, stockpiled ore, materials and supplies, which are valued at the lower of average production cost and estimated net realizable value. Production costs allocated to metal inventories include direct mining costs, direct labour costs, direct material costs, mine site overhead, depletion and amortization. Stockpiled ore that is not expected to be processed within the next twelve months is classified as non-current. Costs allocated to materials and supplies are based on weighted average costs and include all costs of purchase and other costs in bringing these inventories to their existing location and condition.

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Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

In the heap leaching process, ore is stacked on the leach pad and treated with a chemical solution that dissolves the gold contained within the ore. The resulting pregnant solution is further processed in a plant where the gold is recovered. The cost of leach pad inventory is based on cost of mining, crushing, and leaching, including applicable depletion and amortization, and is removed as ounces of gold are recovered at the weighted average cost per recoverable ounce of gold on the leach pad. Estimates of recoverable gold in the leach pad are calculated based on the quantities of ore placed on the leach pad (measured tonnes added to the leach pad), the estimated grade of ore placed on the leach pad (based on assay data), and an estimated recovery percentage (based on estimated recovery assumptions from metallurgical testing). The nature of the leaching process inherently limits the ability to precisely monitor inventory levels. As a result, estimates are refined based on actual results and engineering studies over a period of time. The final recovery of gold from leach pad will not be known until the leaching process is concluded at the end of the mine life.

If the carrying value exceeds the net realizable amount, a write-down is recognized. The write-down may be reversed in a subsequent period if the circumstances which caused the write-down no longer exist, to the extent that the related inventory has not been sold. Net realizable value is calculated as the estimated price at the time of sale based on prevailing metal prices less estimated future costs to convert the inventories into saleable form and estimated costs to sell.

(e) Exploration and Evaluation Assets

Exploration expenditures on properties for which the Company does not have title or rights to are expensed when incurred. Significant payments related to the acquisition of land and mineral rights and the costs to conduct a preliminary evaluation to determine that the property has potential to develop an economic ore body are capitalized as incurred. The time between initial acquisition and a full evaluation of a property’s potential is dependent on many factors including, but not limited to, location relative to existing infrastructure, the property’s stage of development, geological controls and metal prices.

The Company capitalizes the cost of acquiring, maintaining its interest, and exploring mineral properties as exploration and evaluation assets until such time as the properties are placed into development, abandoned, sold, or considered to be impaired in value.

If a mineable ore body is discovered, exploration and evaluation costs are reclassified to mining properties. The Company uses the following criteria in its assessment:

●	the property has mineral reserves as referred to in Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), and
●	when legal, permitting, and social matters have been resolved sufficiently to allow mining of the ore body.
---	---

Exploration and evaluation assets are tested for impairment when an indicator of impairment is identified and upon reclassification to mining properties.

If no mineable ore body is discovered, all previously capitalized costs are expensed in the period in which it is determined the property has no economic value.

Proceeds received from the sale of interests in exploration and evaluation assets are credited to the carrying value of the mineral properties, plant and equipment. Exploration costs that do not relate to any specific property are expensed as incurred.

Page | 9

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

(f) Mineral Properties, and Property, Plant and Equipment

i. Mineral Properties and Development Costs

For operating mines, all mineral property expenditures are capitalized and amortized based on a unit-of-production method considering the expected production to be obtained over the life of the mineral property. The expected production includes proven and probable reserves, and for the Caylloma, Yaramoko, and Séguéla mines the portion of inferred resources expected to be extracted economically as part of the production cost.

Capitalized costs of producing properties are amortized on a unit-of-production basis over proven and probable reserves and the portion of inferred resources where it is considered highly probable that those resources are expected to be extracted economically.

The expected production to be obtained over the life of the mineral property is based on our life-of-mine production plans which for Caylloma, Yaramoko and Séguéla include a portion of inferred resources, and therefore differ from the life-of-mine plans the Company publishes as part of our NI 43-101 compliant technical reports which are based on reserves only. The decision to use inferred resources, and the portion of inferred resources to be included varies for each operation and is based on the geological characteristics of the ore body, the quality and predictability of inferred resources, and the conversion of inferred resources into measured and indicated (“M&I”) that the Company has historically achieved in the past.

As part of the process to include inferred resources into our life-of-mine production plans, the Company applies an economic cut-off to identify only the material that can be considered profitable to mine within our mine designs, and at this time we apply a conversion or “risk” factor to the mining blocks comprised of inferred resources that we include in such mine production plans. This conversion factor is based on the predictability of conversion derived from statistical estimates of confidence as described above and the support from historic conversion rates of inferred resources into M&I at each of our mines. The conversion factors used in our 2024 life-of-mine plans were 90% (2023: 90%) at Caylloma, 100% (2023: 100%) at Yaramoko, and 100% (2023: 100%) at Séguéla.

The percentage of inferred resources included as a component of the total mineable inventory (reserve and resource) considered in the 2024 life-of-mine evaluation for each operation as of December 31, 2024, was Caylloma 42% (2023: 50%), Yaramoko 9% (2023: 5%), and Séguéla 1% (2023: 1%).

The Company reviews the conversion factors including past experience in assessing the future expected conversion of inferred resources to be used in the life-of-mine plans for inclusion of inferred resources once a year in light of new geologic information and conversion data and when events or circumstances indicate that a review should be made. The Company continually monitors expected conversion and any changes in estimates that arise from this review are accounted for prospectively.

Page | 10

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

ii. Property, Plant and Equipment

Property, plant and equipment are recorded at cost, net of accumulated depreciation and impairments. Costs directly related to construction projects are capitalized to work in progress until the asset is available for use in the manner intended by management. Assets, other than capital works in progress, are depreciated to their residual values over their estimated useful lives as follows:




Land and buildings
Land	Not depreciated
Mineral properties	Units of production	Declining balance
Buildings, located at the mine	Units of production	Declining balance
Buildings, others ^(1)^	6-10 years	Straight line
Leasehold improvements ^(1)^	4-8 years	Straight line
<br><br>Plant and equipment<br><br>
Processing plant	Units of production	Declining balance
Machinery and equipment ^(1)^	3-12 years	Straight line
Furniture and other equipment ^(1)^	2-12 years	Straight line
Transport units	4-5 years	Straight line
Capital work in progress	Not depreciated

(1)	The lesser of useful life or life of mine.

Equipment under finance lease is initially recorded at the present value of minimum lease payments at the inception of the lease and depreciated over the shorter of the lease term or useful life.

Spare parts and components included in machinery and equipment are depreciated over the shorter of the useful life of the component or the related machinery and equipment.

Borrowing costs attributed to the construction of qualifying assets are capitalized to mineral properties, plant and equipment, and are included in the carrying amounts of related assets until the asset is available for use in the manner intended by management.

The sales proceeds and associated production costs incurred during commissioning of qualifying assets under capital works in progress are recognized in profit or loss.

On an annual basis, the depreciation method, useful economic life, and residual value of each component asset is reviewed with any changes recognized prospectively over its remaining useful economic life.

Page | 11

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

iii. Stripping cost

Pre-production stripping costs are generally capitalized and amortized over the production life of the mine using the unit-of-production method.

Stripping costs incurred during the production stage are incurred in order to produce inventory or to improve access to ore which will be mined in the future. Where the costs are incurred to produce inventory, the production stripping costs are accounted for as a cost of producing those inventories. Where the costs are incurred to improve access to ore which will be mined in the future, the costs are deferred and capitalized to the statement of financial position as a stripping activity asset (included in mining interest) if the following criteria are met:

●	improved access to the ore body is probable;
●	the component of the ore body can be accurately identified; and
---	---
●	the costs relating to the stripping activity associated with the component can be reliably measured.
---	---

If these criteria are not met, the costs are expensed in the period in which they are incurred.

The stripping activity asset is subsequently depleted using the units-of-production depletion method over the life of the identified component of the ore body to which access has been improved as a result of the stripping activity.

(g) Asset Impairment

At the end of each reporting period, the Company assesses for impairment indicators and if there are such indicators, then the Company performs a test of impairment.

For the purpose of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash inflows or cash generating units. These are typically individual mines or development projects. Brownfields exploration projects, located close to existing mine infrastructure, are assessed for impairment as part of the associated mine cash generating unit.

An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost of disposal (“FVLCD”) and value in use.

When the recoverable amount is assessed using discounted cash flow techniques, the resulting estimates are based on detailed mine and/or production plans. For value in use, recent cost levels are considered, together with expected changes in costs compatible with the current condition of the business. The cash flow forecasts are based on best estimates of the expected future revenues and costs, including the future cash costs of production, sustaining capital expenditures, and reclamation and closure costs.

Where a FVLCD model is used, the cash flow forecast includes net cash flows expected to be realized from extraction, processing, and sale of mineral resources that do not currently qualify for inclusion in proven or probable reserves and the portion of resources expected to be extracted economically.

An assessment is made at each reporting date to determine if a previously recognized impairment should be reversed. An impairment is only reversed if there is a change in the assumptions previously used to determine the recoverable value of the cash-generating unit since the last impairment loss was recognized. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of recoverable amount but not beyond the carrying amount, net of depreciation and amortization, that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized into earnings immediately. Page | 12

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

(h) Borrowing Costs

Interest and other financing costs incurred that are attributable to acquiring and developing exploration and development stage mining properties and constructing new facilities (“qualifying assets”), are capitalized and included in the carrying amounts of qualifying assets until those qualifying assets are capable of operating in the manner intended by management.

The capitalization of borrowing costs incurred commences on the date when the following three conditions are met:

●	expenditures for the qualifying asset are being incurred;
●	borrowing costs are being incurred; and
---	---
●	activities that are necessary to prepare the qualifying asset for its intended use are being undertaken.
---	---

Borrowing costs incurred after the qualifying assets are substantially complete are expensed.

Transaction costs, related to a recognized debt liability, including legal, upfront commitment fees and other costs of issuance, are deferred and presented as a direct reduction from the carrying amount of that debt liability and are amortized over the term of the relevant loan using either the effective interest rate or the straight-line method. Transaction costs that are not attributable to a specific debt liability or where the transaction costs exceed the carrying value of the related debt liability (primarily undrawn credit facilities) are deferred and presented as other non-current assets in the Company's statements of financial position. Amortization of transaction costs is included in interest and finance costs, net in the Company’s statements of income (loss).

All other borrowing costs are expensed in the period in which they are incurred.

(i) Income Taxes

Income tax expense consists of current and deferred tax expense.

Current tax expense is the expected tax payable on the taxable income for the year using tax rates enacted or substantively enacted at period end adjusted for amendments to tax payable with regards to previous years.

Deferred tax assets and liabilities are recognized for deferred tax consequences attributable to unused tax loss carry forwards, unused tax credits, and differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis (“temporary differences”). Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized, or the liability is settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in profit or loss in the period that substantive enactment occurs.

A deferred tax asset is recognized to the extent that it is probable that future taxable income will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced.

Page | 13

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

The following temporary differences do not result in deferred tax assets or liabilities:

●	the initial recognition of assets or liabilities, not arising in a business combination, that does not affect accounting or taxable income;
●	goodwill; and
---	---
●	investments in subsidiaries, associates and jointly controlled entities where the timing of reversal of the temporary differences can be controlled and reversal in the foreseeable future is not probable.
---	---

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities, and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

(j) Provisions

i. Closure and Reclamation Provisions

Future obligations to retire an asset, including dismantling, remediation and ongoing treatment and monitoring of the site related to normal operation are initially recognized and recorded as a liability based on estimated future cash flows discounted at the risk-free rate.

The closure and reclamation provision (“CRP”) is adjusted at each reporting period for changes to the expected amount of cash flows required to discharge the liability, the timing of such cash flows and the risk-free discount rate.

The liability is accreted to full value over time through periodic charges to profit or loss.

The amount of the CRP initially recognized is capitalized as part of the related asset’s carrying value and amortized to profit or loss. The method of amortization follows that of the underlying asset. The costs related to a CRP are only capitalized to the extent that the amount meets the definition of an asset and can bring about future economic benefit. For a closed site or where the asset which generated a CRP no longer exists, there is no longer a future benefit related to the costs and as such, the amounts are expensed. Revisions in estimates or new disturbances result in an adjustment to the CRP with an offsetting adjustment to the asset, unless there is no future benefit, in which case they are expensed.

Due to uncertainties inherent in environmental remediation, the ultimate cost of future site closure and reclamation could differ from the amounts provided. The estimate of future site closure and reclamation costs is subject to change based on amendments to laws and regulations, changes in technologies, price increases and changes in interest rates, and as new information concerning the Company’s closure and reclamation obligations becomes available. Such changes are reflected prospectively in the determination of the provision.

(k) Share-Based Payments

The fair value method of accounting is used for share-based payment transactions. Under this method, the cost of stock options and other equity-settled share-based payment arrangements are recorded based on the estimated fair value at the grant date and charged to earnings over the vesting period. Where awards are forfeited because non-market based vesting conditions were not satisfied, the expense previously recognized is reversed in the period the forfeiture occurs.

Page | 14

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

Share-based payment expenses relating to cash-settled awards, including deferred share units, restricted share units, and performance share units, are accrued and expensed over the vesting period based on the quoted market value of the Company’s common shares. As these awards will be settled in cash, the expense and liability are adjusted at each reporting period for any changes in the underlying share price.

Equity settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the Company obtains the goods or the counter party renders the services.

i. Stock Option Plan

The Company applies the fair value method of accounting for all stock option awards. Under this method, the Company recognizes a compensation expense for all stock options awarded to employees, based on the fair value of the options on the date of grant which is determined by using the Black-Scholes option pricing model. The fair value of the options is expensed over the graded vesting period of the options.

ii. Deferred Share Unit Plan

Deferred share units (“DSUs”) are typically granted to non-executive directors of the Company. They are payable in cash upon resignation, retirement, removal, failure to achieve re-election, or upon a change of control of the Company. The DSU compensation liability is accounted for based on the number of DSUs outstanding and the quoted market value of the Company’s common shares at the financial position date. The year-over-year change in the DSU compensation liability is recognized in profit or loss.

iii. Share Unit Plans

The Company’s share unit plan covers all restricted share units (“RSUs”) and performance share units (“PSUs”) granted by the Company.

Restricted Share Units

The Company’s RSUs are settled in either cash or equity, as determined by the Company’s Board of Directors at the grant date and typically vest over three years.

For cash settled RSUs, the share-based payment expense is adjusted at each reporting period to reflect any change in the quoted market price of the Company’s common shares and the vesting of each RSU grant, with a corresponding amount recorded in trade and other payables, and other non-current liabilities on the Company’s statements of financial position.

For equity-settled RSUs, the fair value is determined based on the quoted market price of the Company’s common shares at the date of grant, and the fair value is recognized as a share-based payment expense over the vesting period with a corresponding amount recorded in equity reserves.

Performance Share Units

The Company’s PSUs are performance-based awards for the achievement of specified performance metrics by specified deadlines and are settled in either cash or equity, as determined by the Company’s Board of Directors at the grant date and typically vest over three years. Page | 15

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

For cash settled PSUs, the share-based payment expense is adjusted at each reporting period to reflect any change in the quoted market price of the Company’s common shares, the vesting of each PSU grant and the expected performance factors with a corresponding amount recorded in trade and other payables on the Company’s statements of financial position.

For equity-settled PSUs, the fair value is determined based on the quoted market price of the Company’s common shares at the date of grant and the number of PSUs expected to vest based on the performance factors. The fair value is recognized as a share-based payment expense over the vesting period with a corresponding amount recorded in equity reserves.

(l) Financial Instruments

Classification and measurement of financial assets and financial liabilities

Financial assets are measured as either: amortized cost; fair value through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”). All non-derivative financial liabilities are measured at amortized cost. The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. Derivatives embedded in contracts where the host is a financial asset in the scope of the standard are never separated, and instead the hybrid financial instrument is assessed for classification.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

●	it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
●	its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
---	---

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

●	it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
●	its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
---	---

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive loss (OCI). This election is made on an investment-by-investment basis. Certain intercompany loans are, in substance, equity investments. Repayments of these intercompany loans are not considered partial disposals of a net equity investment. Consequently, no amounts are reclassified from OCI to profit or loss upon repayment. All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL.

Components of compound financial instruments are separately classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. The financial liability is initially recognized at fair value, net of an allocation of issuance costs, and is subsequently measured at amortized cost. The equity component is initially measured based on the residual amount, net of an allocation of issuance costs, and is not subsequently remeasured. Page | 16

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs. Repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, or cancellation of our own equity instruments. No gain or loss is recognized on the issue of our own equity instruments, unless the equity is issued to settle a liability.

Financial Liabilities at Amortized Cost - Financial liabilities are measured at amortized cost using the effective interest method, unless they are required to be measured at fair value through profit or loss, or the Company has opted to measure them at FVTPL. Debt, accounts payable and accrued liabilities are recognized initially at fair value, net of any transaction costs incurred, and subsequently at amortized cost using the effective interest method.

The following accounting policies apply to the subsequent measurement of financial assets:

●	Financial assets at FVTPL – These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss;
●	Financial assets at amortized cost – These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss; and
---	---
●	Equity investments at FVOCI – These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Gains or losses recognized on the sale of the equity investment are recognized in OCI and are never reclassified to profit or loss.
---	---

(m) Revenue Recognition

The Company earns revenue from contracts with customers related to its concentrate and doré sales. Revenue from contracts with customers is recognized when a customer obtains control of the concentrate or the doré and the Company satisfies its performance obligation. The Company considers the terms of the contract in determining the transaction price, which is the amount the entity expects to be entitled to in exchange for the transferring of the concentrates. The transaction price of a contract is allocated to each performance obligation based on its stand-alone selling price.

The Company satisfies its performance obligations for its concentrate sales based upon specified contract terms which are generally upon delivery to the customer at a specified warehouse or upon loading of the concentrate onto a vessel. The Company typically receives payment within one to four weeks of delivery.

Doré sales are recognized when the Company satisfies its performance obligation and control is transferred to the customer upon payment. Final weights and assays are adjusted on final settlement which is approximately one month after delivery.

Revenue from concentrate sales is recorded based upon forward market price of the expected final sales price date. IFRS 15, Revenue from Contracts with Customers (“IFRS 15”) does not consider provisional price adjustments associated with concentrate sales to be revenue from contracts with customers as they arise from changes in market pricing for silver, gold, lead and zinc between the delivery date and settlement date. As such, the provisional price adjustments are accounted for as derivatives and presented separately in Note 19 of these financial statements.

Page | 17

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

(n) Assets Held for Sale

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use.

Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, or deferred tax assets, which continue to be measured in accordance with the Company’s other accounting policies. Impairment losses on initial classification as held-for-sale or held-for-distribution and subsequent gains and losses on remeasurement are recognized in profit or loss.

Once classified as held-for-sale, intangible assets, mineral properties, and property, plant and equipment are no longer amortized or depreciated.

(o) Adoption of New Accounting Standards, Interpretation or Amendments

In May 2023, the IASB issued amendments to IAS 7 and IFRS 7, Supplier Finance Arrangements, to improve disclosures about supplier finance arrangements. The Company adopted these amendments effective January 1, 2024. The adoption of the amendments did not have a material impact on the Company's financial statements.

In September 2022, the IASB issued amendments to IFRS 16, Lease Liability in a Sale and Leaseback, to clarify how a seller-lessee subsequently measures the lease liability arising from a sale and leaseback transaction. The Company adopted these amendments effective January 1, 2024. The adoption of the amendments did not have a material impact on the Company's financial statements.

In January 2020 and October 2022, the IASB issued amendments to IAS 1, Classification of Liabilities as Current or Non-Current and Non-current Liabilities with Covenants, respectively. The amendments clarify that the classification should be based on the right to defer settlement that exists at the end of the reporting period, irrespective of management's expectations. The amendments also provide guidance on the definition of “settlement” and the impact of covenants on classification. The amendments are to be applied retrospectively to all periods presented. The Company adopted these amendments effective January 1, 2024. The adoption of the amendments did not have a material impact on the Company's financial statements.

(p) New Accounting Standards Issued but not yet Effective

In April 2024, the IASB issued amendments to IFRS 18, Presentation and Disclosure in Financial Statements. These amendments, effective for annual periods beginning on or after January 1, 2027, replace IAS 1 and introduce new requirements for the presentation and disclosure of information in financial statements. They aim to improve the consistency and comparability of financial reporting, particularly in the income statement, and introduce new requirements for management-defined performance measures. The Company is currently evaluating the impact of these amendments on its financial statements.

In May 2024, the IASB issued amendments to IFRS 7 and IFRS 9, Classification and Measurement of Financial Instruments. These amendments, effective for annual periods beginning on or after January 1, 2026, address specific issues related to the derecognition of financial liabilities settled through an electronic payment system and the classification of financial assets with contractual cash flow characteristics. The Company is currently evaluating the impact of these amendments on its financial statements.

Page | 18

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

In August 2023, the IASB issued amendments to IAS 21, Lack of Exchangeability, to clarify the accounting for transactions in currencies that lack exchangeability. These amendments, effective for annual periods beginning on or after January 1, 2025, provide guidance on determining when a currency is considered exchangeable and how to estimate the spot exchange rate in cases where exchangeability is lacking. The Company does not expect that adoption of these amendments will have a material impact on the Company's financial statements.

In September 2014, the IASB issued amendments to IFRS 10 and IAS 28, Sale or Contribution of Assets between an Investor and its Associate or Joint Venture, to address the sale or contribution of assets between an investor and its associate or joint venture. However, the effective date of these amendments has been deferred indefinitely pending the outcome of the IASB's research project on the equity method of accounting. The Company will continue to monitor the status of these amendments and assess their potential impact once an effective date is determined.

4 . USE OF ESTIMATES, ASSUMPTIONS, AND JUDGEMENTS

The preparation of these 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 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 financial statements for the year ended December 31, 2024, the Company applied the critical estimates, assumptions and judgements as disclosed below.

(a) Critical Accounting Estimates and Assumptions

Areas where critical accounting estimates and assumptions have the most significant effect on the amounts recognized in the financial statements include:

i. Mineral Reserves and Resources and the Life of Mine Plan

The Company estimates its mineral reserves and mineral resources in accordance with the requirements of NI 43-101. Estimates of the quantities of the mineral reserves and mineral resources form the basis for the Company’s life of mine plans, which are used for the calculation of depletion expense under the units of production method, impairment tests, and forecasting the timing of the payments related to the environmental reclamation provision.

Significant estimation is involved in determining the reserves and resources included within the Company’s life of mine plans. Changes in forecast prices of commodities, exchange rates, production costs or recovery rates may result in the Company’s life-of-mine plan being revised and such changes could impact depletion rates, asset carrying values and the environmental reclamation provision. As at December 31, 2024, the Company used the following long-term prices for the reserve and resource estimations: gold $1,880/oz, silver $23/oz, lead $2,000/t and zinc $2,700/t, with an exception of the Yaramoko mine, where a gold price of $2,040/oz was used for reserve estimation due to its shorter mine life.

Page | 19

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

In addition to the estimates above, estimation is involved in determining the percentage of resources ultimately expected to be converted to reserves and hence included in the Company’s life of mine plans. The Company’s life of mine plans include a portion of inferred resources as the Company believes this provides a better estimate of the expected life of mine for certain types of deposits, in particular for vein type structures. The percentage of inferred resources out of the total tonnage included in the life of mine plans is based on site specific geological, technical, and economic considerations. Estimation of future conversion of resources is inherently uncertain and involves judgement, and actual outcomes may vary from these judgements and estimates and such changes could have a material impact on the financial results. Some of the key assumptions in the estimation process include geological continuity, stationarity in the grades within defined domains, reasonable geotechnical and metallurgical conditions, treatment of outlier (extreme) values, cut-off grade determination and the establishment of geostatistical and search parameters. Revisions to these estimates are accounted for prospectively in the period in which the change in estimate arises.

ii. Valuation of Mineral Properties and Exploration Properties

The Company carries its mineral properties at cost less accumulated depletion and any accumulated impairment. The costs of each property and related capitalized expenditures are depleted over the economic life of the property on a units-of-production basis. When a property is abandoned or when there is an impairment, costs are charged to profit or loss.

The Company undertakes a review of the carrying values of mining properties and related expenditures whenever events or changes in circumstances indicate that their carrying values may exceed their estimated recoverable amounts determined by reference to estimated future operating results and discounted net cash flows. Where previous impairment has been recorded, the Company analyzes any impairment reversal indicators. An impairment loss is recognized when the carrying value of those assets is not recoverable.

In undertaking this review, management of the Company is required to make significant estimates of, amongst other things, future production and sales volumes, metal prices, discount rates, mineral resource and reserve quantities, future operating and capital costs to the end of the mine’s life, and reclamation costs. These estimates are subject to various risks and uncertainties which may ultimately have an effect on the expected recoverability of the carrying values of the mining properties and related expenditures.

The Company, from time to time, acquires exploration and development properties. When properties are acquired, the Company must determine the fair value attributable to each of the properties. When the Company conducts exploration on a mineral property and the results from the exploration do not support the carrying value, the property is written down to its new fair value which could have a material effect on the consolidated statement of financial position and the consolidated income statement.

iii. Deferred stripping costs

In determining whether stripping costs incurred during the production phase of a mining property relate to mineral reserves that will be mined in a future period and therefore should be capitalized, the Company makes estimates of the proportion of stripping activity which relates to extracting ore in the current period versus the proportion which relates to obtaining access to ore reserves which will be mined in the future.

Page | 20

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

iv. Inventory

Finished goods, work-in-process, heap leach ore, and stockpile ore are valued at the lower of the average production costs or net realizable value. The assumptions used in the valuation of work-in process inventories include estimates of gold contained in the ore stacked on leach pads, assumptions of the amount of gold stacked that is expected to be recovered from the leach pads, the amount of gold in the mill circuits and assumption of the gold price expected to be realized when the gold is recovered. If these estimates or assumptions prove to be inaccurate, the Company could be required to write-down the recorded value of its work-in-process inventories, which would reduce the Company's earnings and working capital.

v. Reclamation and Other Closure Provisions

The Company has obligations for reclamation and other closure activities related to its mining properties. The future obligations for mine closure activities are estimated by the Company using mine closure plans or other similar studies which outline the requirements that will be carried out to meet the obligations.

Because the obligations are dependent on the laws and regulations of the countries in which the mines operate, the requirements could change as a result of amendments in the laws and regulations relating to environmental protection and other legislation affecting resource companies. As the estimate of the obligations is based on future expectations, a number of estimates and assumptions are made by management in the determination of closure provisions.

vi. Revenue from metal in concentrate

The Company’s sales of metal in concentrates allow for price adjustments based on the market price at the end of the relevant quotational period (“QP”) stipulated in the contract. These are referred to as provisional pricing arrangements and are such that the selling price for metal in concentrate is based on the prevailing spot price on a specified future date. At each balance sheet date, the Company estimates the value of the trade receivable using forward metal prices.

Adjustments to the sale price occur based on movements in quoted market prices up to the end of the QP. The period between provisional invoicing and the end of the QP is generally between one and three months. Any future changes over the QP are embedded within the provisionally priced trade receivables and are, therefore, within the scope of IFRS 9 and not within the scope of IFRS 15. As such, the provisional price adjustments are accounted for as derivatives and presented separately in Note 19 of these financial statements.

vii. Contingencies

Contingencies can be either possible assets or possible liabilities arising from past events which, by their nature, will only be resolved when one or more future events not within our control occur or fail to occur. The assessment of such contingencies inherently involves the exercise of significant judgement and estimates of the outcome of future events. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings or regulatory or government actions that may negatively impact our business or operations, the Company with assistance from its legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims or actions.

A liability is recognized in the financial statements when the outcome of the legal proceedings is probable and the estimated settlement amount can be estimated reliably. Contingent assets are not recognized in the financial statements until virtually certain.

Page | 21

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

(b) Critical Accounting Judgements in Applying the Entity’s Accounting Policies

Judgements that have the most significant effect on the amounts recognized in the Company’s financial statements are as follows:

i. Income Taxes

Deferred tax assets and liabilities are determined based on differences between the financial statement carrying values of assets and liabilities and their respective income tax bases and losses carried forward. The determination of the ability of the Company to utilize tax loss carryforwards to offset deferred tax liabilities requires management to exercise judgement and make certain assumptions about the future performance of the Company.

Management is required to assess whether it is “probable” that the Company will benefit from these prior losses and other deferred tax assets. Changes in economic conditions, metal prices and other factors could result in revisions to the estimates of the benefits to be realized or the timing of utilization of the losses.

ii. Assessment of Impairment and Reversal of Impairment Indicators

Management applies significant judgement in assessing whether indicators of impairment or impairment reversal exist for an asset or a group of assets. External sources of information the Company considers include changes in the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of mining interests. Internal sources of information the Company considers include the manner in which mining properties and plant and equipment are being used or are expected to be used, and indicators of economic performance of the assets.

iii. Functional Currency

The functional currency for the Company and its subsidiaries is the currency of the primary economic environment in which each operates. The determination of functional currency may require certain judgements to determine the primary economic environment. The Company reconsiders the functional currency used when there is a change in the events and conditions which determined the primary economic environment.

iv. Leases

Significant judgements made by management in the accounting for leases primarily included whether the lease conveys the right to use a specific asset, whether the Company obtains substantially all of the economic benefits from the use of the asset, whether the Company has the right to direct the use of the asset, evaluating the appropriate discount rate to use to discount the lease liability for each lease or groups of assets, and to determine the lease term where a contract includes renewal options. Significant judgements over these factors would affect the present value of the lease liabilities, as well as the associated amount of the right-of-use (“ROU”) asset.

v. Value-added tax (“VAT”) receivable

Timing of collection of VAT receivables is uncertain as VAT refund procedures require a significant amount of information and follow-up. The Company assesses the recoverability of the amounts receivable at each reporting date and the expected timing of the recovery, which are impacted by several factors, including the status of discussions with the tax authorities, and current interpretation of relevant VAT legislation and regulation. Changes in these judgements can materially affect the amount recognized as VAT receivable and could result in an increase in other expenses recognized in profit or loss and the presentation of current and non-current VAT receivable. Page | 22

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

5 . TRADE AND OTHER RECEIVABLES


As at December 31,	2024	2023<br>$
Trade receivables from doré and concentrate sales	26,702	19,970
Advances and other receivables	4,332	5,189
Value added tax receivables	68,950	44,370
Trade and other receivables	99,984	69,529

All values are in US Dollars.

The Company’s trade receivables from concentrate and doré sales are expected to be collected in accordance with the terms of the existing concentrate and doré sales contracts with its customers. No amounts were past due as at December 31, 2024 and 2023.

As at December 31, 2024, current VAT receivables include $20.4 million (December 31, 2023 - $7.5 million) for Argentina, $4.3 million (December 31, 2023 - $7.4 million) for Mexico, $22.2 million (December 31, 2023 - $5.1 million) for Côte d’Ivoire, and $20.6 million (December 31, 2023 - $22.7 million) for Burkina Faso. An additional $28.4 million (December 31, 2023 - $13.2 million) of VAT receivable is classified as non-current (refer to Note 9).

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

During the year ended December 31, 2024, the Company did not sell any VAT receivables (December 31, 2023 - $10.4 million at a factor rate of 5% to a commercial bank in Burkina Faso).

The Company has an investment strategy, which includes utilizing certain foreign exchange measures implemented by the Argentine Government, to address its local currency requirements in Argentina. As a result of this strategy, for the year ended December 31, 2024, the Company recorded investment gains of $9.7 million (December 31, 2023 - $12.4 million) from trades in Argentine peso denominated cross-border securities.

6 . INVENTORIES


As at December 31,	Note	2024	2023<br>$
Concentrate stockpiles		299	1,328
Doré bars		547	273
Leach pad and gold-in-circuit		26,673	27,527
Ore stockpiles		104,998	73,015
Materials and supplies		55,864	53,235
Total inventories		188,381	155,378
Less: non-current portion	9	(53,885)	(39,553)
Current inventories		134,496	115,825

All values are in US Dollars.

During the year ended December 31, 2024 the Company expensed $648.2 million of inventories to cost of sales (December 31, 2023 - $584.6 million).

During the year ended December 31, 2024, a charge of $6.1 million (December 31, 2023 - $6.2 million) was recognized to reduce low grade stockpiles at Lindero and Yaramoko to net realizable value. This includes a charge of $2.0 million (December 31, 2023 - $2.3 million) related to depletion and depreciation. Page | 23

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

7. OTHER CURRENT ASSETS


As at December 31,	2024	2023<br>$
Prepaid expenses	15,936	14,604
Income tax receivable	4,158	5,113
Other	339	106
Other current assets	20,433	19,823

All values are in US Dollars.

As at December 31, 2024, prepaid expenses include $8.6 million (December 31, 2023 - $8.8 million) related to deposits and advances to contractors.

8. 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		1,540,342	244,235	44,218	941,528	2,770,323
Additions		82,553	29,165	74,018	42,030	227,766
Changes in closure and reclamation provision		2,890	-	-	(45)	2,845
Disposals and write-offs ^(1)^		-	(14,485)	-	(6,138)	(20,623)
Transfers ^(2)^		(10,612)	13,695	(44,344)	41,261	-
Balance as at December 31, 2024		1,615,173	272,610	73,892	1,018,636	2,980,311
ACCUMULATED DEPLETION AND IMPAIRMENT
Balance as at December 31, 2023		723,255	-	49	472,807	1,196,111
Disposals and write-offs		-	-	-	(5,341)	(5,341)
Impairment		-	-	-	-	-
Depletion and depreciation		177,131	-	-	73,223	250,354
Balance as at December 31, 2024		900,386	-	49	540,689	1,441,124
Net book value as at December 31, 2024		714,787	272,610	73,843	477,947	1,539,187
(1)	In July 2021, the Company completed the acquisition of Roxgold including its Boussoura exploration property in Burkina Faso. However, in December 2024, the Company confirmed that substantive expenditure on further exploration and evaluation of mineral resources at the Boussoura site is neither budgeted nor planned. As such, no future value is expected from the Boussoura property. Therefore, the carrying amount of the exploration and evaluation asset exceeded its recoverable amount and the Company recorded a write-off of the exploration property of $14.5 million. The Company reversed its deferred tax liability of $1.6 million related to exploration and evaluation assets subsequently to recording a write-off.
---	---
(2)	In December 2024, the Company concluded a comprehensive review of its capitalized exploration costs associated with mineral properties. This review involved an analysis of drilling meters, exploration costs incurred to date, and an assessment of the likelihood of each prospect becoming part of the Company's mineral reserves. As a result of this review, certain prospects previously classified as depletable at the Séguéla mine were reclassified as non-depletable mineral properties, resulting in a net transfer of $13.7 million from depletable to non-depletable mineral properties. This reclassification reflects the updated assessment of the long-term economic viability and recoverability of mineral resources associated with these prospects and represents a true-up between depletable and non-depletable categories.
---	---

As at December 31, 2024, non-depletable mineral properties include $97.8 million of exploration and evaluation assets (December 31, 2023 - $88.5 million).

Page | 24

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

As at December 31, 2024, property, plant and equipment include right-of-use assets with a net book value of $66.3 million (December 31, 2023 - $56.1 million). Related depletion and depreciation for the year ended December 31, 2024, was $15.5 million (December 31, 2023 - $16.2 million).

During the year ended December 31, 2023, the Company capitalized $6.5 million of interest related to the construction of the Séguéla mine. The Company stopped capitalizing interest expenses associated with the project on July 1, 2023.

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) on April 1, 2024, as per a royalty agreement with Franco-Nevada Corporation.


	Mineral<br> properties - <br>depletable<br>$	Mineral<br> properties - <br>non-depletable<br>$	Construction in progress<br>$	Property, plant & equipment<br>$	Total<br>$
COST
Balance as at December 31, 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	563,712	(560,848)	(222,119)	219,255	-
Balance as at December 31, 2023	1,540,342	244,235	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	817,087	244,235	44,169	468,721	1,574,212

9. OTHER NON-CURRENT ASSETS


As at December 31,	Note	2024	2023<br>$
Ore stockpiles	6	53,885	39,553
Value added tax receivables		28,374	13,172
Income tax receivable		1,152	1,170
Unamortized transaction costs		1,390	-
Other		5,303	6,431
Total other non-current assets		90,104	60,326

All values are in US Dollars.

As at December 31, 2024, ore stockpiles include $49.0 million (December 31, 2023 - $39.6 million) at the Lindero mine and $4.9 million (December 31, 2023 - $nil) at the Séguéla mine.

As at December 31, 2024, non-current VAT receivables include $25.9 million (December 31, 2023 - $9.4 million) for Burkina Faso and $2.5 million (December 31, 2023 - $3.8 million) for Mexico.

Page | 25

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

10. TRADE AND OTHER PAYABLES


As at December 31,	Note	2024	2023<br>$
Trade accounts payable		91,180	100,387
Payroll and related payables		30,345	21,896
Mining royalty payable		4,433	3,997
Other payables		15,565	15,112
Share units payable	16(a)(b)(c)	10,119	6,611
Derivative liabilities		-	81
Total trade and other payables		151,642	148,084

All values are in US Dollars.

As at December 31, 2024, other payables include $6.6 million (December 31, 2023 - $nil) of severance provisions for the anticipated closure of the San Jose mine.

11. 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 years ended December 31, 2024 and 2023:

Key Management Personnel

Amounts paid to key management personnel were as follows:


	Years ended December 31,
	2024	2023<br>$
Salaries and benefits	7,896	8,450
Directors fees	851	830
Consulting fees	66	66
Share-based payments	6,395	4,874
	15,208	14,220

All values are in US Dollars.

During the years ended December 31, 2024 and 2023, the Company was charged for consulting services by Mario Szotlender, a director of the Company.

12. LEASE OBLIGATIONS


	Minimum lease payments
As at December 31,	2024	2023<br>$
Less than one year	24,849	20,339
Between one and five years	50,868	44,677
More than five years	6,618	6,457
	82,335	71,473
Less: future finance charges	(14,358)	(14,072)
Present value of lease obligations	67,977	57,401
Less: current portion	(19,761)	(14,941)
Non-current portion	48,216	42,460

All values are in US Dollars.

Page | 26

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

13. DEBT

The following table summarizes the changes in debt:


	2024 Convertible Notes<br>$	2019 Convertible Debentures<br>$	Credit <br>Facility<br>$	Total<br>$
Balance as at December 31, 2022	-	42,155	177,020	219,175
Convertible debenture conversion	-	(225)	-	(225)
Drawdown	-	-	75,500	75,500
Amortization of discount	-	1,971	926	2,897
Payments	-	-	(90,500)	(90,500)
Balance as at December 31, 2023	-	43,901	162,946	206,847
Proceeds from debentures	172,500	-	-	172,500
Drawdown	-	-	68,000	68,000
Transaction costs	(6,488)	-	-	(6,488)
Portion allocated to equity	(45,999)	-	-	(45,999)
Convertible debt conversions	-	(35,383)	-	(35,383)
Transaction costs allocated to equity	1,730	-	-	1,730
Amortization of discount and transaction costs	4,288	1,131	2,054	7,473
Extinguishment of debt	-	146	-	146
Payments	-	(9,795)	(233,000)	(242,795)
Balance as at December 31, 2024	126,031	-	-	126,031
Non-current portion	126,031	-	-	126,031

(a) 2024 Convertible Notes

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

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

A fundamental change includes the following occurrences:

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

Page | 27

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

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 $4.8 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.

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

There are no financial covenants associated with the 2024 Convertible Notes; however, the Company is required to confirm on an annual basis that it has complied with its obligations under the Indenture for the previous fiscal year. The Company has provided the Trustee for the 2024 Convertible Notes with a certificate of compliance for the year ended December 31, 2024.

(b)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 equalled 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 the 2024 Convertible Notes as senior unsecured obligations of the Company. Page | 28

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

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

(c)Credit Facilities

On November 4, 2021, the Company entered into a fourth amended and restated credit agreement (the “Amended Credit Facility”) effective November 5, 2021, with a syndicate of banks led by BNP Paribas, and including The Bank of Nova Scotia, Bank of Montreal and Société Générale, which converted the Company’s prior non-revolving and revolving facilities with the Bank of Nova Scotia and BNP Paribas (the “Scotiabank Facility”) into a revolving term credit facility and increased the amount of the Amended Credit Facility from $120.0 million to $200.0 million, subject to the conditions described below. The Amended Credit Facility has a term of four years, maturing in November 2025, and steps down to $150.0 million after three years. Interest initially accrued on LIBOR loans under the Amended Credit Facility at LIBOR plus an applicable margin of between two and three percent per annum, which varied according to the consolidated leverage levels of the Company, as defined in the Amended Credit Facility.

Effective December 15, 2022, the Company executed a second amendment to the fourth Amended Credit Facility. The second amendment increased the amount of the Amended Credit Facility from $200.0 million to $250.0 million and increased the level of the step down of the Amended Credit Facility from $150.0 million to $175.0 million in November 2024. The amendment also introduced an uncommitted $50.0 million accordion option, exercisable from June 2023 to October 2024. LIBOR loans under the Amended Credit Facility were converted to Term Benchmark loans, with the interest base rate on these loans converting from LIBOR to an Adjusted Term SOFR. The applicable loan margins on Term Benchmark loans increased by 25 basis points across all levels of the margin grid, and the commitment fee rate increased by 9 to 12 basis points across the margin grid. The counterparties, guarantors, covenants, step down date and maturity date of the Amended Credit Facility were unchanged.

In December 2023, the Amended Credit Facility was further amended to include additional security to the lenders in the form of guarantees and share pledges from the Company’s subsidiaries which indirectly own the Diamba Sud project in Senegal, acquired pursuant to the acquisition of Chesser.

Effective October 31, 2024, the Company entered into a fifth amended and restated credit agreement, reducing its secured revolving credit facility from $250 million to $150 million and increasing the uncommitted accordion option to $75 million. The facility has a four-year term, with interest accruing at the applicable US base rate and the adjusted term SOFR rate, with margins between 1.25% and 2.25% for the base rate and 2.25% and 3.25% for SOFR. The Company has pledged significant assets, including those of its principal operating subsidiaries, as collateral for this facility. However, all security previously granted by the Company's Mexican operating subsidiary, Cuzcatlan, and its indirect holding companies was released. Page | 29

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

The Company evaluated the fifth amended and restated credit agreement and concluded that it was an extinguishment of debt rather than a modification as a result of the change in counterparties and financial covenants, increase in the uncommitted accordion option, decrease in available credit and the entering into of a guarantee by Mansfield and its holding companies to guarantee the obligations of the Company under the amended and restated credit facility.

The Amended Credit Facility is subject to certain conditions and covenants customary for a facility of this nature. The Company is required to comply with certain financial covenants which include among others: maintaining an interest coverage ratio (maintain an interest ratio coverage calculated on a rolling four fiscal quarter basis) of not less than 4.00:1.00; a Net Total Debt (as defined in the facility) to EBITDA ratio (calculated on a rolling four fiscal quarters basis) of not more than 4.00:1.00; and a Net Senior Secured Debt (as defined in the facility) to EBITDA ratio (calculated on a rolling four fiscal quarters basis) of not more than 2.25:1.00. As at December 31, 2024, the Company was in compliance with all of the covenants under the Amended Credit Facility.

As at December 31, 2024, the Credit Facility remained undrawn.

14. OTHER NON-CURRENT LIABILITIES


As at December 31,	Note	2024	2023<br>$
Restricted share units	16(b)	3,944	2,648
Other		146	7,325
Total other non-current liabilities		4,090	9,973

All values are in US Dollars.

As at December 31, 2024, other non-current liabilities include $nil (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 10).

Page | 30

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

15. CLOSURE AND RECLAMATION PROVISIONS

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


	****	Caylloma	San Jose $	Lindero $	****	Yaramoko $	Séguéla $	Total $
Balance as at December 31, 2023		15,950	10,358	14,485		14,233	10,777	65,803
Changes in estimate (1)		(1,259)	7,231	349		(128)	3,883	10,076
Reclamation expenditures		(259)	(2,035)	-		-	-	(2,294)
Accretion		924	922	636		619	450	3,551
Effect of changes in foreign exchange rates		-	(1,799)	-		-	-	(1,799)
Balance as at December 31, 2024		15,356	14,677	15,470		14,724	15,110	75,337
Less: current portion		(86)	(4,424)	-		-	-	(4,510)
Non-current portion		15,270	10,253	15,470		14,724	15,110	70,827
(1) The change in estimate for the San Jose mine of 7.2 million was included in other expenses in the Company's consolidated statements of income (loss) (see Note 22).

		Caylloma	San Jose<br>$	Lindero<br>$		Yaramoko<br>$	Séguéla<br>$	Total<br>$
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

All values are in US Dollars.

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


	Caylloma	San Jose<br>$	Lindero<br>$	Yaramoko<br>$	Séguéla<br>$	Total<br>$
Undiscounted uninflated estimated cash flows	18,087	16,917	16,616	15,127	16,891	83,638
Discount rate	6.12%	10.42%	4.86%	3.66%	3.81%
Inflation rate	3.20%	4.34%	2.63%	2.45%	2.19%

All values are in US Dollars.

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

Page | 31

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

16. SHARE-BASED PAYMENTS

During the year ended December 31, 2024, the Company recognized share-based payments of $11.7 million, (December 31, 2023 - $8.1 million) related to the amortization of deferred, restricted and performance share units.

(a)	Deferred Share Units


	Cash Settled
	Number of <br>DSUs	Fair Value<br>$
Outstanding, December 31, 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	-	595
Outstanding, December 31, 2024	1,183,816	5,076

(b)	Restricted Share Units


	Cash Settled		Equity Settled
	Number of <br>RSUs	Fair Value<br>$	Number of<br>RSUs
Outstanding, December 31, 2022	1,948,709	3,840	705,855
Granted	1,716,286	-	-
Units paid out in cash	(1,214,393)	(4,812)	-
Vested and paid out in shares	-	-	(297,275)
Transferred from equity to cash settled	406,487	-	(406,487)
Forfeited or cancelled	(188,892)	-	(2,093)
Changes in fair value and vesting	-	6,188	-
Outstanding, December 31, 2023	2,668,197	5,216	-
Granted	1,956,611	-	-
Units paid out in cash	(896,413)	(3,160)	-
Forfeited or cancelled	(179,402)	(332)	-
Changes in fair value and vesting	-	7,263	-
Outstanding, December 31, 2024	3,548,993	8,987	-
Less: current portion		(5,043)
Non-current portion		3,944

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

Page | 32

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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


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

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

(d) Stock Options

The Company’s Stock Option Plan, as amended and approved from time to time, permits the Company to issue up to 12,200,000 stock options. As at December 31, 2024, a total of 2,950,529 stock options are available for issuance under the plan.


	Number of <br>stock options		Weighted <br>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, December 31, 2024	-		-

Page | 33

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

17. SHARE CAPITAL

Authorized Share Capital

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

On April 30, 2024, the Company announced a renewal of its Normal Course Issuer Bid Program (“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.

During the year ended December 31, 2024, the Company acquired and cancelled 7,433,015 common shares at an average cost of $4.59 per share for a total cost of $34.1 million. During the year ended December 31, 2023, the Company did not purchase any of its outstanding common shares.

18. EARNINGS PER SHARE


	Years ended December 31,
	2024	2023<br>$
Basic:
Net income attributable to Fortuna shareholders	128,735	(50,836)
Weighted average number of shares (000's)	308,885	295,067
Earnings per share - basic	0.42	(0.17)

All values are in US Dollars.


	Years ended December 31,
	2024	2023<br>$
Diluted:
Net income attributable to Fortuna shareholders	128,735	(50,836)
Diluted net income for the period	128,735	(50,836)

Weighted average number of shares (000's)	308,885	295,067
Incremental shares from dilutive potential shares	1,862	-
Weighted average diluted number of shares (000's)	310,747	295,067
Earnings per share - diluted	0.41	(0.17)

All values are in US Dollars.

For the year ended December 31, 2024, nil (December 31, 2023 - 1,657,298) share units, and 26,172,045 (December 31, 2023 - 9,143,000) potential shares issuable on conversion of the 2024 Convertible Notes (December 31, 2023 - 2019 Convertible Debentures) were excluded from the diluted earnings per share calculation. These items were excluded from the diluted earnings per share calculations as their effect would have been anti-dilutive.

Page | 34

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

19. SALES

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


	Year ended December 31, 2024
	Argentina $	Burkina Faso $	Côte d'Ivoire $	Mexico $	Peru $	Total $
Silver-gold concentrates	-	-	-	104,387	-	104,387
Silver-lead concentrates	-	-	-	-	64,344	64,344
Zinc concentrates	-	-	-	-	49,489	49,489
Gold doré	231,911	278,347	330,415	-	-	840,673
Provisional pricing adjustments	-	-	-	2,060	1,084	3,144
Sales to external customers	231,911	278,347	330,415	106,447	114,917	1,062,037

	Year ended December 31, 2023
	Argentina<br>$	Burkina Faso<br>$	Côte d'Ivoire<br>$	Mexico<br>$	Peru<br>$	Total<br>$
Silver-gold concentrates	-	-	-	148,828	-	148,828
Silver-lead concentrates	-	-	-	-	60,813	60,813
Zinc concentrates	-	-	-	-	42,989	42,989
Gold doré	207,509	228,846	154,165	-	-	590,520
Provisional pricing adjustments	-	-	-	878	(1,600)	(722)
Sales to external customers	207,509	228,846	154,165	149,706	102,202	842,428

The following table presents the Company’s revenue by customer for the years ended December 31, 2024 and 2023:


	Years ended December 31,
	2024	2023<br>$
Customer 1	330,415	154,165
Customer 2	278,347	228,846
Customer 3	231,911	207,505
Customer 4	114,917	102,206
Customer 5	67,596	71,187
Customer 6	38,851	78,519
	1,062,037	842,428

All values are in US Dollars.

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

During the year ended December 31, 2024, the Company recognized $nil of realized losses on the settlement of forward sale and collar contracts (December 31, 2023 - $1.5 million), and $nil of unrealized gains from changes in the fair value of the open positions (December 31, 2023 - $0.3 million).

Page | 35

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

20. COST OF SALES


	Years ended December 31,
	2024	2023<br>$
Direct mining costs	339,905	297,322
Depletion and depreciation	226,779	216,250
Salaries and benefits	92,571	75,088
Royalties and other taxes	49,470	46,036
Workers' participation	2,640	1,422
Other	7,065	16,285
Cost of sales	718,430	652,403

All values are in US Dollars.

For the year ended December 31, 2024, depletion and depreciation includes $15.0 million of depreciation related to right-of-use assets (December 31, 2023 - $13.9 million).

21. GENERAL AND ADMINISTRATION


	Years ended December 31,
	2024	2023<br>$
General and administration	63,811	55,769
Workers' participation	587	241
	64,398	56,010
Share-based payments	11,687	8,063
General and administration	76,085	64,073

All values are in US Dollars.

22. OTHER EXPENSES


	Years ended December 31,
	2024	2023<br>$
Loss on disposal of property, plant, and equipment	348	209
Other expenses	12,231	18,665
	12,579	18,874

All values are in US Dollars.

For the year ended December 31, 2024, other expenses include $7.2 million related to a change in the closure and reclamation estimate of the San Jose mine (see Note 15), $1.7 million of exploration costs, and $1.3 million of certain withholding tax provisions. For the year ended December 31, 2023, other expenses include $6.4 million of severance provisions for the San Jose mine closure, $3.7 million in administrative penalties incurred by Yaramoko, $3.5 million for stand-by and maintenance costs during the work stoppages at Yaramoko and San Jose, and $2.8 million related to a new agreement with the workers’ union at San Jose.

Page | 36

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

23. INTEREST AND FINANCE COSTS, NET


	Years ended December 31,
	2024	2023<br>$
Interest income	4,539	3,654
Credit facilities and other interest	(7,649)	(13,341)
2019 Convertible Debentures interest	(1,167)	(2,129)
2024 Convertible Notes interest	(3,616)	-
Amortization of discount and transaction costs	(7,555)	(2,897)
Bank stand-by and commitment fees	(1,050)	(304)
Accretion expense	(4,543)	(2,988)
Lease liabilities	(4,512)	(3,785)
	(25,553)	(21,790)

All values are in US Dollars.

24. INCOME TAX

(a)	Reconciliation of Effective Tax Rate

Income tax expense differs from the amount that would be computed by applying the applicable Canadian statutory income tax rate to income before income taxes. The significant reasons for the differences are as follows:


	Years ended December 31,
	2024	2023<br>$
Net income (loss) before tax	212,209	(11,051)
Statutory tax rate	27.0%	27.0%
Anticipated income tax expense (recovery) at statutory rates	57,296	(2,984)
(Deductible) non-deductible expenditures	(4,863)	2,443
Differences between Canadian and foreign tax rates	7,762	(729)
Changes in estimate	9,721	7,419
Inflation adjustment	(68,886)	(63,095)
Impact of foreign exchange	40,652	70,014
Change in deferred tax assets not recognized	12,443	11,489
Mining taxes	5,316	2,714
Withholding taxes	9,293	5,629
Other items	1,569	(321)
Total income tax expense	70,303	32,579

Total income tax represented by:
Current income tax expense	96,468	42,636
Deferred tax recovery	(26,165)	(10,057)
	70,303	32,579

All values are in US Dollars.

Page | 37

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

(b)	Tax Amounts Recognized in Profit or Loss


	Years ended December 31,
	2024	2023<br>$
Current tax expense
Current taxes on profit for the year	91,751	42,096
Changes in estimates related to prior years	4,717	540
	96,468	42,636

Deferred tax expense
Origination and reversal of temporary differences and foreign exchange rate	(31,163)	(16,899)
Changes in estimates related to prior years	5,003	6,879
Effect of differences in tax rates	(5)	(37)
Effect of changes in tax rates	-	-
	(26,165)	(10,057)

Total tax expense	70,303	32,579

All values are in US Dollars.

(c)	Deferred Tax Balances

The significant components of the recognized deferred tax assets and liabilities are:


As at December 31,	2024	2023<br>$
Deferred tax assets:
Reclamation and closure cost obligation	12,377	15,011
Carried forward tax loss	11,479	16,043
Accounts payable and accrued liabilities	25,282	16,747
Deductibility of resource taxes	182	154
Lease obligations	7,664	7,972
Total deferred tax assets	56,984	55,927

Deferred tax liabilities:
Mineral properties	(159,319)	(193,646)
Mining and foreign withholding taxes	(243)	(1,124)
Equipment and buildings	(15,938)	(5,941)
Convertible debenture	(11,371)	(406)
Inflation	(196)	(598)
Inventory and other	(14,183)	(14,067)
Total deferred tax liabilities	(201,250)	(215,782)

Net deferred tax liabilities	(144,266)	(159,855)


Classification:
Deferred tax assets	-	-
Deferred tax liabilities	(144,266)	(159,855)
Net deferred tax liabilities	(144,266)	(159,855)

All values are in US Dollars.

Page | 38

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

The Company's movement of net deferred tax liabilities is described below:


	2024	2023<br>$
At January 1	159,855	167,619
Deferred income tax recovery through income statement	(26,165)	(10,057)
Deferred income tax expense through equity	10,576	2,293
At December 31	144,266	159,855

All values are in US Dollars.

(d)	Unrecognized Deferred Tax Assets and Liabilities

The Company recognizes tax benefits on losses or other deductible amounts where it is more likely than not that the deferred tax asset will be realized. The Company’s unrecognized deductible temporary differences and unused tax losses for which no deferred tax asset is recognized consist of the following amounts:


As at December 31,	2024	2023<br>$
Unrecognized deductible temporary differences and unused tax losses:
Non-capital losses	174,195	138,736
Provisions	13,676	19,335
Mineral properties, plant and equipment	238,795	163,508
Lease obligation	-	1,729
Derivative liabilities	25,808	23,395
Capital losses	5,236	-
Investments in equity securities and associates	1,049	1,069
Unrecognized deductible temporary differences	458,759	347,772

All values are in US Dollars.

Page | 39

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

As at December 31, 2024, the Company has temporary differences associated with investments in subsidiaries for which an income tax liability has not been recognized as the Company can control the timing of the reversal of the temporary differences and the Company plans to reinvest in its foreign subsidiaries. The temporary difference associated with investments in subsidiaries aggregate as follows:


As at December 31,	2024	2023<br>$
Mexico	14,942	27,491
Peru	88,361	96,467

All values are in US Dollars.

(e)	Tax Loss Carry Forwards

Tax losses have the following expiry dates:


As at December 31,	Year of expiry	2024 $	Year of expiry	2023<br>$
Canada	2025 - 2044	200,452	2024 - 2043	210,847
Mexico	2025 - 2034	22,997	2024 - 2033	6,623

In addition, as at December 31, 2024, the Company has accumulated Canadian resource related expenses of $7.5 million (December 31, 2023 - $8.2 million) for which the deferred tax benefit has not been recognized.

(f)	International Tax Reform – Pillar Two Model Rules

On June 30, 2024, the Global Minimum Tax Act (GMTA) received royal assent thereby introducing the Pillar Two global minimum tax regime in Canada. The new GMTA is based on the OECD Pillar Two Global Anti-Base (GloBE) model rules (referred to as “Pillar Two”). The Pillar Two regime applies in Canada for fiscal years starting after December 31, 2023, for qualifying multinational groups. This includes the income inclusion rule and qualifying domestic minimum top-up tax. The legislation also includes a placeholder for the proposed undertaxed profits rule, intended to take effect for fiscal years beginning on or after December 31, 2024.

The GMTA introduces a 15% global minimum tax on the income of multinational enterprises with annual consolidated revenues of 750 million Euros or more in at least two of the four fiscal years immediately preceding the particular fiscal year and a business presence in at least one foreign jurisdiction. The GMTA has no impact on the Company’s current income taxes for the years ended December 31, 2024 and 2023.

From January 1, 2025, Pillar Two legislation will apply to the Company as the 2024 fiscal year was the second fiscal year of the four immediately preceding fiscal years in which the Company’s revenues exceed 750 million Euros. Of the jurisdictions the Company operates in, Pillar Two legislation has only been enacted in Canada, with an effective date of January 1, 2024.

The Company is currently in the process of assessing the potential impact of Pillar Two legislation, including the application of the transitional safe harbour rules.

Page | 40

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

25. 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 – operates the Lindero gold mine
●	Sanu – operates the Yaramoko gold mine
---	---
●	Sango – operates the Séguéla gold mine
---	---
●	Cuzcatlan – operates the San Jose silver-gold mine
---	---
●	Bateas – operates the Caylloma silver, lead, and zinc mine
---	---
●	Corporate – corporate stewardship and projects outside other segments
---	---


	Year ended December 31, 2024
		Mansfield $	Sanu $	Sango $	Cuzcatlan	Bateas $	Corporate	Total $
Revenues from external customers		231,911	278,347	330,415	106,447	114,917	-	1,062,037
Cost of sales before depreciation and depletion		(109,675)	(122,351)	(103,991)	(97,800)	(57,834)	-	(491,651)
Depreciation and depletion in cost of sales		(50,114)	(49,705)	(107,072)	(4,692)	(15,196)	-	(226,779)
General and administration		(12,163)	(1,785)	(10,865)	(6,213)	(5,809)	(39,250)	(76,085)
Other (expenses) income		(4,634)	(22,694)	(6,004)	(7,655)	25	1,486	(39,476)
Finance items		7,246	(366)	(3,264)	(1,058)	(430)	(17,965)	(15,837)
Segment income (loss) before taxes		62,571	81,446	99,219	(10,971)	35,673	(55,729)	212,209
Income (taxes) recoveries		(5,779)	(19,628)	(33,426)	741	(13,102)	891	(70,303)
Segment income (loss) after taxes		56,792	61,818	65,793	(10,230)	22,571	(54,838)	141,906

	Year ended December 31, 2023
		Mansfield<br>$	Sanu<br>$	Sango<br>$	Cuzcatlan	Bateas<br>$	Corporate	Total<br>$
Revenues from external customers		207,509	228,846	154,165	149,706	102,202	-	842,428
Cost of sales before depreciation and depletion		(125,438)	(113,693)	(38,948)	(100,040)	(58,034)	-	(436,153)
Depreciation and depletion in cost of sales		(51,258)	(73,064)	(40,524)	(40,028)	(11,376)	-	(216,250)
General and administration		(9,697)	(919)	(4,930)	(7,304)	(5,157)	(36,066)	(64,073)
Impairment of mineral properties, plant and equipment		-	-	-	(90,615)	-	-	(90,615)
Other (expenses) income		(10,601)	(4,998)	(1,136)	(17,428)	108	(1,689)	(35,744)
Finance items		9,685	(1,045)	(3,039)	(707)	296	(15,834)	(10,644)
Segment income (loss) before taxes		20,200	35,127	65,588	(106,416)	28,039	(53,589)	(11,051)
Income taxes		(2,096)	(7,423)	(8,472)	(910)	(8,862)	(4,816)	(32,579)
Segment income (loss) after taxes		18,104	27,704	57,116	(107,326)	19,177	(58,405)	(43,630)

All values are in US Dollars.


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

As at December 31, 2023	Mansfield<br>$	Sanu<br>$	Sango<br>$	Cuzcatlan	Bateas<br>$	Corporate	Total<br>$
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.

All values are in US Dollars.

Page | 41

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

26. FAIR VALUE MEASUREMENTS

(a)	Financial Assets and Financial Liabilities by Category

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


As at December 31, 2024	****	Fair value through OCI	Fair value through profit or loss $	Amortized cost $	Total $
Financial assets
Cash and cash equivalents		-	-	231,328	231,328
Trade receivables concentrate sales		-	18,920	-	18,920
Trade receivables doré sales		-	-	7,782	7,782
Investments in equity securities		119	-	-	119
Other receivables		-	-	4,332	4,332
Total financial assets		119	18,920	243,442	262,481

Financial liabilities
Trade payables		-	-	(91,180)	(91,180)
Payroll payable		-	-	(30,345)	(30,345)
Share units payable		-	(14,063)	-	(14,063)
2024 Convertible Notes		-	-	(126,031)	(126,031)
Other payables		-	-	(84,383)	(84,383)
Total financial liabilities		-	(14,063)	(331,939)	(346,002)

All values are in US Dollars.


As at December 31, 2023	Fair value through OCI	Fair value<br>through<br>profit or loss<br>$	Amortized<br>cost<br>$	Total<br>$
Financial assets
Cash and cash equivalents	-	-	128,148	128,148
Trade receivables concentrate sales	-	16,819	-	16,819
Trade receivables doré sales	-	-	3,151	3,151
Investments in equity securities	80	-	-	80
Other receivables	-	-	5,189	5,189
Total financial assets	80	16,819	136,488	153,387

Financial liabilities
Trade payables	-	-	(100,387)	(100,387)
Payroll payable	-	-	(21,896)	(21,896)
Share units payable	-	(9,259)	-	(9,259)
Metal forward sales contracts liability	-	(81)	-	(81)
Credit facilities	-	-	(162,946)	(162,946)
2019 Convertible Debentures	-	-	(43,901)	(43,901)
Other payables	-	-	(82,807)	(82,807)
Total financial liabilities	-	(9,340)	(411,937)	(421,277)

All values are in US Dollars.

Page | 42

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

(b)	Fair Values of Financial Assets and Financial Liabilities

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Trade receivables – Trade receivables arising from the sales of metal concentrates are subject to provisional pricing, and the final selling price is adjusted at the end of a quotational period. These are marked to market at each reporting date based on the forward price corresponding to the expected settlement date.

Investments in equity securities – Investments in equity securities are recorded at fair value based on the quoted market price at the end of each reporting period with changes in fair value through other comprehensive loss.

Share units payable – The fair values is based on quoted market prices.

Metal forward sales contracts – Fair value is calculated as the present value of the estimated contractual cash flows. Estimates of future cash flows are based on futures prices. These are discounted using a yield curve, and adjusted for credit risk of the Company or the counterparty.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes the fair value estimates by a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value as follows:

Level 1 – Observable inputs such as quoted prices in active markets;

Level 2 – Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Page | 43

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

During the year ended December 31, 2024 and 2023, there were no transfers of amounts between Level 1, Level 2, and Level 3 of the fair value hierarchy. The fair values of the Company’s financial assets and financial liabilities that are measured at fair value, including their levels in the fair value hierarchy are as follows:


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

All values are in US Dollars.


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

All values are in US Dollars.

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

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


	December 31, 2024			December 31, 2023
		Carrying amount $	Fair value $		Carrying amount<br>$	Fair value<br>$
2024 Convertible Notes ^(1)^		(126,031)	(177,330)		-	-
Credit facilities		-	-		(162,946)	(165,000)
2019 Convertible Debentures ^(1)^		-	-		(43,901)	(44,344)
		(126,031)	(177,330)		(206,847)	(209,344)

(1)

The carrying amounts of the 2024 Convertible Notes and 2019 Convertible Debentures represents the liability components (Note 13), while the fair value represents the liability and equity components. The fair value of the 2024 Convertible Notes is based on the quoted prices in markets that are not active for the underlying securities. As at December 31, 2023, the fair value of the 2019 Convertible Debentures is based on the quoted market price of the convertible debentures.

Page | 44

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

27. MANAGEMENT OF FINANCIAL RISK

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework and reviews the Company’s policies on an ongoing basis.

The Company is exposed to certain financial risks, including credit risk, liquidity risk, currency risk, metal price risk, and interest rate risk.

(a)	Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. All our trade accounts receivables from concentrate sales are held with large international metals trading companies.

The Company’s cash and cash equivalents and short-term investments are held through large financial institutions.

These investments mature at various dates within three months.

The Company’s maximum exposure to credit risk as at December 31, 2024 and 2023 is as follows:



As at December 31,	2024	2023<br>$
Cash and cash equivalents	231,328	128,148
Trade and other receivables	99,984	69,529
Income tax receivable	5,310	6,283
Other non-current receivables	33,209	18,693
	369,831	222,653

All values are in US Dollars.

The carrying amount of financial assets recorded in the financial statements represents the Company’s maximum exposure to credit risk. We limit our exposure to counterparty credit risk on cash and term deposits by only dealing with financial institutions with high credit ratings and through our investment policy of purchasing only instruments with a high credit rating. Materially all of the Company’s concentrates are sold to large, well-known concentrate buyers.

(b)	Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages its liquidity risk by continually monitoring forecasted and actual cash flows. The Company has in place a planning and budgeting process to help determine the funds required to support its normal operating requirements and its development plans. The Company aims to maintain sufficient liquidity to meet its short term business requirements, taking into account its anticipated cash flows from operations, its holdings of cash and cash equivalents, and its committed and anticipated liabilities.

The Company had $381.3 million of liquidity comprised of cash and cash equivalents and undrawn credit facilities as at December 31, 2024. The Company believes that it has sufficient liquidity to meet the Company’s minimum obligations for at least the next 12 months from December 31, 2024.

Page | 45

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

The Company manages its liquidity risk by continuously monitoring forecasted and actual cashflows. A rigorous reporting, planning and budgeting process is in place to help facilitate forecasting funding requirements, to support operations on an ongoing basis and expansion plans, if any.

As at December 31, 2024, the Company expects the following maturities of its financial liabilities, lease obligations, and other contractual commitments, excluding payments relating to interest:


	Expected payments due by year as at December 31, 2024
	Less than			After
	1 year	1 - 3 years	4 - 5 years $	5 years $	Total $
Trade and other payables	151,642	-	-	-	151,642
Debt	-	-	172,500	-	172,500
Closure and reclamation provisions	4,783	28,287	11,833	38,735	83,638
Income taxes payable	80,116	-	-	-	80,116
Lease obligations	24,849	45,949	4,919	6,618	82,335
Other liabilities	-	4,090	-	-	4,090
	261,390	78,326	189,252	45,353	574,321

All values are in US Dollars.



	Expected payments due by year as at December 31, 2023
	Less than			After
	1 year	1 - 3 years	4 - 5 years<br>$	5 years<br>$	Total<br>$
Trade and other payables	148,084	-	-	-	148,084
Debt	45,715	165,000	-	-	210,715
Closure and reclamation provisions	5,527	27,157	8,219	38,420	79,323
Income taxes payable	31,779	-	-	-	31,779
Lease obligations	20,339	39,775	4,902	6,457	71,473
Other liabilities	-	9,973	-	-	9,973
	251,444	241,905	13,121	44,877	551,347

All values are in US Dollars.

Page | 46

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

(c)	Currency Risk

The Company is exposed to fluctuations in foreign exchange rates as a portion of our expenses are incurred in Canadian dollars, Peruvian soles, Argentine pesos, Mexican pesos, West Africa CFA francs, Australian dollars, and Euros. A significant change in the foreign exchange rates between the US dollar relative to the other currencies could have a material effect on the Company’s profit or loss, financial position, or cash flows.

As at December 31, 2024 and 2023, the Company was exposed to currency risk through the following assets and liabilities denominated in foreign currencies. The tables below present amounts in thousands of their respective currencies:


		December 31, 2024
	****	Canadian dollars	****	Peruvian soles	****	Mexican pesos	****	Argentine pesos	****	West African CFA francs	****	Australian dollars	****	Euros
Cash and cash equivalents		867		5,953		30,105		123,751		18,192,160		154		2,921
Marketable securities		171		-		-		-		-		-		-
Restricted cash		-		-		-		-		293,333		-		-
Trade and VAT receivables		231		5,032		77,069		18,844,945		27,131,817		7		-
Income tax receivable		-		12,828		84,050		-		-		-		-
VAT - long-term receivable		-		-		54,835		-		16,237,957		-		-
Trade and other payables		(19,928)		(27,092)		(261,987)		(9,840,575)		(51,995,741)		(2,546)		(6,981)
Provisions, current		-		(4,280)		(89,798)		(2,306,537)		-		-		-
Income tax payable		-		-		(5,424)		-		(1,274,831)		-		-
Provisions, non-current		-		(8,511)		(161,721)		-		-		-		-
Total foreign currency exposure		(18,659)		(16,070)		(272,871)		6,821,584		8,584,695		(2,385)		(4,060)
US$ equivalent of foreign currency exposure		(12,968)		(4,263)		(13,463)		6,607		13,682		(1,483)		(4,225)


	December 31, 2023
	Canadian<br>dollars	Peruvian<br>soles	Mexican<br>pesos	Argentine<br>pesos	West <br> African <br> CFA <br>francs	Australian <br>dollars	Euros
Cash and cash equivalents	480	6,871	8,798	1,092,738	39,898,039	48	-
Marketable securities	105	-	-	-	-	-	-
Restricted cash	-	-	-	-	573,830	-	-
Trade and VAT receivables	388	1,730	114,189	9,554,183	16,584,783	(117)	-
Income tax receivable	-	28,052	84,050	-	-	-	-
VAT - long-term receivable	-	-	64,265	-	5,582,765	-	-
Trade and other payables	(18,669)	(51,327)	(174,021)	(6,605,563)	(18,465,087)	(1,259)	(2,535)
Provisions, current	-	(5,905)	(21,420)	(1,334,105)	-	-	-
Income tax payable	-	-	(28,094)	-	(2,136,164)	-	-
Other liabilities	(184)	-	(121,249)	-	-	-	-
Provisions, non-current	-	(13,879)	(107,576)	-	-	-	-
Total foreign currency exposure	(17,880)	(34,458)	(181,058)	2,707,253	42,038,166	(1,328)	(2,535)
US$ equivalent of foreign currency exposure	(13,516)	(9,280)	(10,718)	3,350	70,851	(905)	(2,802)

Page | 47

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

Sensitivity as to change in foreign currency exchange rates on our foreign currency exposure as at December 31, 2024 is provided below:


				Effect on foreign
				denominated
Currency	****	Change %	****	items
Mexican pesos		+/- 10
Peruvian soles		+/- 10
Argentine pesos		+/- 10
Canadian dollars		+/- 10
West African CFA francs		+/- 10
Australian dollars		+/- 10
Euros		+/- 10

All values are in US Dollars.

Due to the volatility of the exchange rate for Argentine peso, the Company is applying additional measures in cash management to minimize potential losses arising from the conversion of funds. As discussed in Note 27(f), with the capital controls in effect, the Company is required to convert the equivalent value of foreign currency received from the proceeds of the sale of all gold doré from the Lindero mine.

(d)	Metal Price Risk

The Company is exposed to metal price risk with respect to the sales of gold, silver, lead, and zinc concentrates. The following table summarizes the effect on provisionally priced sales and accounts receivables of a 10% change in metal prices from the prices used at December 31, 2024:


Metal	****	Change %	****	Effect on Sales
Gold		+/- 10
Silver		+/- 10
Lead		+/- 10
Zinc		+/- 10

All values are in US Dollars.

During the year ended December 31, 2024, the Company recognized positive sales adjustments of $3.1 million (December 31, 2023 - negative $0.7 million) as a result of changes in metal prices on the final settlement or during the quotational period.

From time to time, the Company mitigates the price risk associated with its base metal production by entering into forward sale and collar contracts for some of its forecasted base metal production and non-metal commodities (see Note 19).

(e)	Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Currently, the Company’s interest rate exposure mainly relates to interest earned on its cash, cash equivalent, and short-term investment balances, and interest paid on its SOFR-based debt.

Page | 48

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

(f)	Capital Management

The Company’s objective when managing its capital is to maintain its ability to continue as a going concern while at the same time maximizing the growth of its business and providing returns to its shareholders. The Company manages its capital structure and makes adjustments based on changes to its economic environment and the risk characteristics of the Company’s assets.

The Company’s capital requirement is effectively managed based on the Company having a thorough reporting, planning and forecasting process to help identify the funds required to ensure the Company is able to meet its operating and growth objectives.

The Company’s capital structure consists of equity comprising of share capital, reserves and retained earnings as well as debt facilities, equipment financing obligations less cash, cash equivalents and short-term investments.



As at December 31,	2024	2023<br>$
Equity	1,403,865	1,238,367
Debt	126,031	206,847
Lease obligations	67,977	57,401
Less: cash and cash equivalents	(231,328)	(128,148)
	1,366,545	1,374,467

All values are in US Dollars.

Other than the restrictions related to the Argentine capital controls, and complying with the debt covenants under the Company’s Amended Credit Facility, the Company is not subject to any externally imposed capital requirements. As at December 31, 2024 and 2023, the Company was in compliance with its debt covenants.

28. SUPPLEMENTAL CASH FLOW INFORMATION

Changes in working capital for the years ended December 31, 2024 and 2023 are as follows:


	Years ended December 31,
	2024	2023<br>$
Trade and other receivables	(46,365)	(17,111)
Prepaid expenses	2,648	(3,242)
Inventories	(24,452)	(21,020)
Trade and other payables	(4,313)	31,636
Total changes in working capital	(72,482)	(9,737)

All values are in US Dollars. Page | 49

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

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


	2024 Convertible Notes<br>$	2019 Convertible Debentures<br>$	Credit <br>Facility<br>$	Lease<br>obligations<br>$
As at December 31, 2022	-	42,155	177,020	21,346
Additions	-	-	75,500	48,805
Terminations	-	-	-	(21)
Conversion of debenture	-	(225)	-	-
Interest	-	1,971	926	3,658
Payments	-	-	(90,500)	(16,625)
Foreign exchange	-	-	-	238
As at December 31, 2023	-	43,901	162,946	57,401
Additions	172,500	-	68,000	27,038
Transaction costs	(6,488)	-	-	-
Additions allocated to equity	(45,999)	-	-	-
Transaction costs allocated to equity	1,730	-	-	-
Terminations	-	-	-	(75)
Conversion of debenture	-	(35,383)	-	-
Interest	4,288	1,131	2,054	4,507
Extinguishment of debt	-	146	-	-
Payments	-	(9,795)	(233,000)	(20,690)
Foreign exchange	-	-	-	(204)
As at December 31, 2024	126,031	-	-	67,977

The significant non-cash financing and investing transactions during the years ended December 31, 2024 and 2023 are as follows:



	Years ended December 31,
	2024	2023<br>$
Mineral properties, plant and equipment changes in closure and reclamation provision	(2,845)	(9,559)
Additions to right-of-use assets	27,038	48,805
Share units allocated to share capital upon settlement	3,078	2,864
Acquisition of Chesser	-	45,548
Stock options allocated to share capital upon exercise	-	96

All values are in US Dollars.

29. **** NON-CONTROLLING INTERESTS

As at December 31, 2024, the non-controlling interests (“NCI”) of the State of Burkina Faso, which represents a 10% interest in Roxgold SANU S.A., totaled $10.0 million. The income attributable to the NCI for the year ended December 31, 2024, totaling $7.3 million, is based on net income for Yaramoko.

Page | 50

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

As at December 31, 2024, the NCI of the State of Côte d’Ivoire, which represents a 10% interest in Roxgold SANGO S.A., totaled $52.2 million. The income attributable to the NCI for the year ended December 31, 2024, totaling $5.8 million, is based on net income for Séguéla.


Summarized statement of financial position
	Yaramoko	Séguéla
As at December 31, 2024	$	$
Non-controlling interests percentage	10%	10%
Current assets	63,106	76,580
Non-current assets	130,952	397,475
Current liabilities	(40,888)	(97,752)
Non-current liabilities	(30,421)	(201,716)
Net assets	122,749	174,587

Non-controlling interests	10,009	52,199

Summarized income statement
	Yaramoko	Séguéla
For the year ended December 31, 2024	$	$
Revenue	278,347	330,415
Net income and comprehensive income	52,440	112,644

Summarized cash flows
	Yaramoko	Séguéla
For the year ended December 31, 2024	$	$
Cash flows provided by operating activities	123,638	159,145
Cash flows used in investing activities	(30,503)	(128,052)
Cash flows used in financing activities	(82,468)	(77,115)

30. CONTINGENCIES AND CAPITAL COMMITMENTS

(a) Caylloma Letter of Guarantee

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

Under the terms of the current Mine Closing Law, the Company is required to provide the Peruvian Government with a guarantee in respect of the Caylloma mine closure plan as it relates to final closure activities and post-closure activities and related taxes. As at December 31, 2024, the Company provided a bank letter guarantee of $12.9 million to the Peruvian Government in respect of such closure costs and taxes. In January 2025, the Company updated its bank letter guarantee to $15.2 million.

(b) Other Commitments

Argentina

As at December 31, 2024, the Company had capital commitments of $1.8 million, for civil work, equipment purchases and other services at the Lindero mine, which are expected to be expended within one year.

Page | 51

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

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 December 31, 2024, and elected not to purchase the service provider’s equipment, it would have been subject to an early termination payment of $16.5 million. If the Company elected to purchase the service provider’s equipment, the early termination amount would be adjusted to exclude equipment depreciation and demobilization of equipment, and only include portion of the monthly management fee and demobilization of personnel.

Additional early termination payments may apply under certain other service agreements, amounting to an approximate cumulative fee of $5.2 million as at December 31, 2024.

(d) Tax Contingencies

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

Peru

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

As at December 31, 2024, the Company has recorded the amount paid of $1.2 million (4.3 million Peruvian soles) in other non-current assets, as the Company believes it is probable that the appeal will be successful (see Note 9).

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.

Page | 52

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

(e) Other Contingencies

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

31. IMPAIRMENT

(a) Lindero

In accordance with the Company’s accounting policies each cash-generating unit (CGU) is assessed for indicators of impairment from both internal and external sources at the end of each reporting period. If such indicators of impairment exist for any CGU, those CGUs are tested for impairment. Based on this assessment, as at December 31, 2024, the Company determined that the Lindero CGU had indicators of both impairment and impairment reversal. An increase in operating costs due to macro-economic factors, in particular the pace of inflation relative to the devaluation of the Argentine peso was identified as an impairment indicator. The increase in the Company’s estimates of future long-term gold prices was identified as an indicator of impairment reversal.

The recoverable amounts of the CGUs are determined based on the discounted cash flows expected to be derived from the Company’s mining properties, which is a Level 3 fair value estimate. The projected cash flows are significantly affected by changes in assumptions related to long-term metal prices, changes in the amount of recoverable reserves and resources, production cost estimates including the impact of inflation and exchange rates in Argentina, future capital expenditures, discount rates, and the tax regime. The Company estimated the recoverable amount of the Lindero mine as at December 31, 2024 based on its fair value less cost of disposal and concluded that no further impairment charge or impairment reversal was required. Management reached this conclusion by evaluating a range of outcomes for the Lindero CGU based on a discount rate range of 7% to 8% (2023 midpoint: 7.7%) and long-term metal prices of $2,150 to $2,250 per ounce of gold (2023 midpoint: $1,800). Changes in any of the assumptions used to determine the recoverable amount in future periods may result in further impairment or an impairment reversal. In isolation, a $50/oz increase or decrease in the long term-gold price would result in a $32 million increase or decrease in the recoverable amount, respectively, and a 25 basis point increase or decrease in the discount rate would approximately result in a $4 million decrease or increase in the recoverable amount, respectively.

(b) San Jose

During the fourth quarter of 2023, a revised life of mine plan for the San Jose mine indicated an earlier depletion of mineral reserves. As a result, as at December 31, 2023, an impairment indicator was identified for the San Jose CGU. The recoverable amount of the San Jose CGU was determined to be $10.0 million, and the Company recorded an impairment loss of $90.6 million to reduce the carrying amount of the CGU to its recoverable amount.

Page | 53

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

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

32. SUBSEQUENT EVENTS

(a) Ad Valorem Tax Rates Increase by 2% for CDI Operations

On January 7, 2025, the Director General of Taxes in Côte d'Ivoire issued a communiqué announcing the entry into force of the Fiscal Annex 2025, which took effect on January 10, 2025. The Fiscal Annex 2025 introduces a reform that will lead to an increase in ad valorem tax rates by 2%. It is possible that it will contain certain other reforms or regulations that could impact the Company's operations in Côte d'Ivoire. These changes are not expected to materially impact the Company's financial position and results of operations.

(b) Proposed Sale of the San Jose Mine

On January 14, 2025, the Company entered into a binding letter agreement for the sale of its 100% interest in Cuzcatlan, which owns the San Jose mine in Oaxaca, Mexico, to Minas del Balsas S.A. de C.V., a private Mexican company. Consideration for the sale comprises $6 million plus certain prepaid working capital items, with $2 million and the pre-paid working capital items payable on closing and the remaining $4 million payable in equal installments over the following two years; and a contingent consideration of up to approximately $11 million payable upon the completion of certain conditions. In addition, the Company will receive a 1% net smelter return royalty on new production areas from the San Jose mine concessions for a 5-year term from the start of production. The sale is expected to close in the first quarter of 2025, subject to certain closing conditions.

This transaction represents a non-adjusting subsequent event as defined by IAS 10, Events After the Reporting Period. The criteria for classification as held for sale in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, were not met as of December 31, 2024. Therefore, the carrying amount of Cuzcatlan as at December 31, 2024, has not been reclassified as held for sale, and no adjustments have been made to the amounts recognized in these financial statements for the year ended December 31, 2024. Page | 54

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2024

As of March 5, 2025

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

This MD&A is prepared by management and approved by the Board of Directors as of March 5, 2025. The information and discussion provided in this MD&A covers the year December 31, 2024, and where applicable, the subsequent period up to the date of issuance of this MD&A. Unless otherwise noted, all dollar amounts in this MD&A are expressed in United States (“US”) dollars. References to "$" or "US$" in this MD&A are to US dollars and references to C$ are to Canadian dollars.

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

This MD&A contains forward-looking statements. Readers are cautioned as to the risks and uncertainties related to the forward-looking statements, the risks and uncertainties associated with investing in the Company’s securities and the technical and scientific information under National Instrument 43-101 – Standards for Disclosure of Mineral Projects (“NI 43-101”) concerning the Company’s material properties, including information about mineral reserves and resources, which classifications differ significantly from the requirements required by the U.S. Securities and Exchange Commission (“SEC”) as set out in the cautionary note 54 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 27 of this MD&A.

Fortuna | 2

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

CONTENTS


Business Overview	4
Corporate Developments	4
Highlights	5
Financial Results	7
Results of Operations	14
Quarterly Information	22
Liquidity and Capital Resources	23
Financial Instruments	26
Share Position & Outstanding Options & Equity Based Share Units	26
Related Party Transactions	27
Non-IFRS Financial Measures	27
Risks and Uncertainties	41
Critical Accounting Estimates, Assumptions, and Judgements	50
Controls and Procedures	51
Cautionary Statement on Forward-Looking Statements	52
Cautionary Note to United States Investors Concerning Estimates of Reserves and Resources	54

Fortuna | 3

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 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 South America and West Africa. The Company produces gold, silver, and base metals and generates shared value over the long-term through efficient production, environmental protection, and social responsibility. As at the date of the MD&A, the Company has four operating mines and exploration activities in Argentina, Burkina Faso, Côte d'Ivoire, Peru and Mexico, as well as the preliminary economic assessment stage Diamba Sud gold project in Senegal.

The Company operates the open pit Lindero gold mine (“Lindero” or the “Lindero Mine”) located in northern Argentina, the underground Yaramoko gold mine (“Yaramoko” or the “Yaramoko Mine”) located in southwestern Burkina Faso, 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. The underground San Jose silver and gold mine (“San Jose” or the “San Jose Mine”) located in southern Mexico was operating during 2024, and has since been placed on care and maintenance. The mine is expected to be sold in the first quarter of 2025. Refer to “Corporate Developments” below.

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 D****EV ELOPMENTS

Proposed Sale of the San Jose Mine ****

On January 14, 2025, the Company entered into a binding letter agreement for the sale of its 100% interest in Cuzcatlan, which owns the San Jose Mine in Oaxaca, Mexico, to Minas del Balsas S.A. de C.V., a private Mexican company. Consideration for the sale comprises $6 million plus certain prepaid working capital items, with $2 million and the pre-paid working capital items payable on closing and the remaining $4 million payable in equal installments over the following two years; and a contingent consideration of up to approximately $11 million payable upon the completion of certain conditions. In addition, the Company will receive a 1% net smelter return royalty on new production areas from the San Jose Mine concessions for a 5-year term from the start of production. The sale is expected to close in the first quarter of 2025, subject to certain closing conditions.

The transaction is not expected to have a material impact on the operating performance or cash flows of the Company as the San Jose Mine has been placed into care and maintenance and was set for closure in 2025. Shareholder and regulatory approvals are not required to close this transaction.

Share Buyback Program

Fortuna | 4

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

HIGHLIGHTS FOR THE YEAR ENDED DECEMBER 31, 2024

Financial

●	Sales were $1,062.0 million, an increase of 26% from the $842.4 million reported in the year ended December 31, 2023 (“2023”)
●	Mine operating income was $343.6 million, an increase of 81% from the $190.0 million reported in 2023
---	---
●	Operating income was $228.0 million, an increase of $228.4 million from the $0.4 million in operating loss reported in 2023
---	---
●	Net income was $141.9 million or $0.42 per share, an increase from a net loss of $43.6 million or $0.17 per share reported in 2023
---	---
●	Adjusted net income (refer to Non-IFRS Financial Measures) was $157.3 million compared to $72.6 million in 2023, representing a 117% year-over-year increase
---	---
●	Adjusted EBITDA (refer to Non-IFRS Financial Measures) was $476.9 million compared to $335.1 million reported in 2023, representing a 42% year-over-year increase
---	---
●	Free cash flow from ongoing operations (refer to Non-IFRS Financial Measures) was $202.9 million compared to $153.5 million reported in 2023, representing a 32% year-over-year increase
---	---
●	Net cash provided by operating activities was $365.7 million, an increase of 23% from the $296.9 million reported in 2023
---	---

Operating

●	Gold production of 369,637 ounces, a 13% increase from 2023
●	Silver production of 3,724,945 ounces, a 37% decrease from 2023
---	---
●	Lead production of 39,555,339 pounds, a 3% decrease from 2023
---	---
●	Zinc production of 51,905,635 pounds, a 6% decrease from 2023
---	---
●	Consolidated All-in Sustaining Costs (“AISC”) of $1,640 per ounce on a gold equivalent sold basis compared to $1,480 per ounce for 2023. See “Non-IFRS Measures - All-in Sustaining Cash Cost per Ounce of Gold Equivalent Sold” for additional information on the change on the calculation in AISC effective for Q4 2024
---	---

Health & Safety

For the fourth quarter, the Company recorded two lost time injuries (“LTI”), one restricted work injury (“RWI”) and two medical treatment injuries (“MTI”) over 3.76 million hours worked. The end of year LTI frequency rate (“LTIFR”) was 0.48 lost time injuries per million hours worked (0.36 at the end of 2023). The end of year total recordable injury frequency rate (“TRIFR”) was 1.36 total recordable injuries per million hours worked (1.22 at the end of 2023).

On February 24, 2025 a fatal accident occurred at the Séguéla Mine. The appropriate government and local authorities have been notified, senior corporate leadership of the Company has mobilized to site, and an investigation to determine the cause of the accident is underway.

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 fourth quarter of 2024, as well as throughout the year.

Fortuna | 5

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

Community Engagement

During the fourth quarter of 2024, there were no significant disputes at any of our sites, as well as throughout the year. We recorded 384 local stakeholder engagement activities during the period, for a total of 1,193 for 2024. These included consultation meetings with local administration and community leaders, participation in ceremonies and courtesy visits.

Operating and Financial Highlights

A summary of the Company’s consolidated financial and operating results for the three and twelve months ended December 31, 2024 are presented below:


	Three months ended December 31,			Years ended December 31,
Consolidated Metrics	2024	2023	% Change	2024	2023	% Change
Selected highlights
Silver
Metal produced (oz)	843,611	1,354,003	(38%)	3,724,945	5,883,691	(37%)
Metal sold (oz)	871,527	1,398,553	(38%)	3,755,384	5,899,186	(36%)
Realized price ($/oz)	31.26	23.27	34%	28.04	23.37	20%
Gold
Metal produced (oz)	95,993	107,376	(11%)	369,637	326,638	13%
Metal sold (oz)	97,173	106,961	(9%)	368,630	328,264	12%
Realized price ($/oz)	2,662	1,990	34%	2,401	1,948	23%
Lead
Metal produced (000's lbs)	9,500	10,798	(12%)	39,555	40,852	(3%)
Metal sold (000's lbs)	9,198	11,641	(21%)	39,378	41,074	(4%)
Zinc
Metal produced (000's lbs)	13,874	13,933	(0%)	51,906	55,060	(6%)
Metal sold (000's lbs)	13,932	14,407	(3%)	52,518	56,166	(6%)
Unit Costs
Cash cost ($/oz Au Eq)^1^	1,015	840	21%	987	874	13%
All-in sustaining cash cost ($/oz Au Eq)^1,4^	1,772	1,416	25%	1,640	1,480	11%

Mine operating income	106.9	51.9	106%	343.6	190.0	81%
Operating income (loss)	52.8	(77.4)	168%	228.0	(0.4)	57,100%
Attributable net income (loss)	11.3	(92.3)	112%	128.7	(50.8)	353%
Attributable income (loss) per share - basic	0.04	(0.30)	113%	0.42	(0.17)	347%
Adjusted attributable net income^1^	37.0	20.6	80%	144.0	64.9	122%
Adjusted EBITDA^1^	137.9	120.3	15%	476.9	335.1	42%
Net cash provided by operating activities	150.3	105.1	43%	365.7	296.9	23%
Free cash flow from ongoing operations^1^	95.6	66.2	44%	202.9	153.5	32%
Capital Expenditures^2^
Sustaining	48.1	46.8	3%	142.2	136.1	4%
Non-sustaining^3^	12.0	1.8	567%	50.8	5.2	877%
Séguéla construction	—	—	(100%)	—	50.0	(100%)
Brownfields	1.3	5.5	(76%)	10.4	16.1	(35%)
^1^Refer to Non-IFRS financial measures
^2^Capital expenditures are presented on a cash basis
^3^ Non-sustaining expenditures include greenfields exploration
^4^The composition of AISC was revised in Q4 2024 and the comparative periods were adjusted to reflect the change. Refer to "Non-IFRS Financial Measures - All-in Sustaining Cost Per Gold Equivalent Ounce Sold" for a description of the calculation and the reason for the change
Figures may not add due to rounding

Fortuna | 6

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

The following table presents a summary of certain selected financial information for the three years ended December 31, 2024, 2023 and 2022:


	Three months ended December 31,					Years ended December 31,
	2024		2023		% Change	2024		2023		2022
Sales		302.2		265.3	14%		1,062.0		842.4	681.5
Mine operating income		106.8		51.9	106%		343.6		190.0	146.8
Operating (loss) income		52.8		(77.4)	168%		228.0		(0.4)	(113.6)
Net (loss) income		15.1		(89.8)	117%		141.9		(43.6)	(135.9)
Attributable net (loss) Income		11.3		(92.3)	112%		128.7		(50.8)	(128.1)
(Loss) earnings per share - basic		0.04		(0.30)	113%		0.42		(0.17)	(0.44)
Attributable (loss) earnings per share - basic		0.04		(0.30)	112%		0.42		(0.17)	(0.44)

As at							December 31, 2024		December 31, 2023	December 31, 2022
Cash and cash equivalents							231.3		128.1	80.5
Total assets							2,115.5		1,967.9	1,876.2
Debt							126.0		206.8	219.2
Shareholder's equity attributable to Fortuna shareholders							1,403.9		1,238.4	1,244.8

FINANCIAL RESULTS

Sales


	Three months ended December 31,			Years ended December 31,
	2024	2023	% Change	2024	2023	% Change
Provisional sales $
Lindero	70.4	61.4	15%	231.9	207.5	12%
Yaramoko	78.7	56.0	41%	278.3	228.8	22%
Séguéla	96.7	85.8	13%	330.4	154.2	114%
San Jose	28.7	33.6	(15%)	105.0	152.2	(31%)
Caylloma	28.7	28.0	3%	114.7	103.6	11%
Adjustments^1^	(1.0)	0.5	(300%)	1.7	(3.9)	144%
Total sales $	302.2	265.3	14%	1,062.0	842.4	26%
^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

Fourth Quarter 2024 vs Fourth Quarter 2023

Consolidated sales for the three months ended December 31, 2024 were $302.2 million, a 14% increase from the $265.3 million reported in the same period in 2023. Sales by reportable segment for the three months ended December 31, 2024 were as follows:

●

Lindero recognized adjusted sales of $70.4 million from the sale of 26,840 ounces of gold, a 15% increase from the same period in 2023. Sales increased at Lindero as a result of higher realized metal prices of $2,659 per gold ounce compared to $1,993 in the previous period which was partially offset by lower ounces sold. See "Results of Operations – Lindero Mine, Argentina" for additional information.

●

Yaramoko recognized adjusted sales of $78.7 million from the sale of 29,509 ounces of gold which was 41% higher than the same period in 2023. Higher gold sales at Yaramoko were primarily driven by higher realized metal prices of $2,669 per gold ounce compared to $1,984 in the comparable period and higher ounces sold. See "Results of Operations – Yaramoko Mine, Burkina Faso" for additional information.

---

Fortuna | 7

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

●	Séguéla recognized adjusted sales of $96.7 million from the sale of 36,384 ounces of gold. The increase in sales was the result of higher realized metal prices partially offset by lower ounces sold due to lower grades. See "Results of Operations – Séguéla Mine, Côte d’Ivoire" for additional information.
●	San Jose recognized adjusted sales of $28.2 million, a 17% decrease from the $34.1 million reported in the same period in 2023. The decrease in sales was primarily driven by lower production from lower grades as well as lower tonnes mined as the mine was operating at the tail end of reserves. This was partially offset by higher metal prices. See "Results of Operations – San Jose Mine, Mexico" for additional information.
---	---
●	Caylloma recognized adjusted sales of $28.7 million compared to $28.0 million reported in the same period in 2023. The increase in sales was primarily the result of higher realized silver prices offsetting lower production. See "Results of Operations – Caylloma Mine, Peru" for additional information.
---	---

Twelve Months of 2024 vs Twelve Months of 2023

Consolidated sales for the twelve months ended December 31, 2024 were $1,062.0 million, a 26% increase from the $842.4 million reported in the same period in 2023. Sales by reportable segment for the twelve months ended December 31, 2024 were as follows:

●	Lindero recognized adjusted sales of $231.9 million from the sale of 96,726 ounces of gold, a 12% increase from the same period in 2023. Higher gold sales were the result of higher realized metal prices partially offset by lower production due to lower grades. See "Results of Operations – Lindero Mine, Argentina" for additional information.
●	Yaramoko recognized adjusted sales of $278.3 million from the sale of 116,130 ounces of gold which was a 22% increase from the previous period. Higher sales were mainly due to higher metal prices. See "Results of Operations – Yaramoko Mine, Burkina Faso" for additional information.
---	---
●	Séguéla recognized adjusted sales of $330.4 million from the sale of 137,753 ounces of gold. The mine was only in production for six months in the comparable period. See "Results of Operations – Séguéla Mine, Côte d’Ivoire " for additional information.
---	---
●	San Jose recognized adjusted sales of $106.4 million, a 29% decrease from the $149.7 million reported in the same period in 2023. The decrease in sales was primarily driven by lower production from lower grades as well as lower tonnes mined as the mine was operating at the tail end of reserves. This was partially offset by higher metal prices. See "Results of Operations – San Jose Mine, Mexico" for additional information.
---	---
●	Caylloma recognized adjusted sales of $114.9 million compared to $102.2 million reported in the same period in 2023. The increase was primarily the result of higher realized silver prices. See "Results of Operations – Caylloma Mine, Peru" for additional information.
---	---

Fortuna | 8

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

Operating Income (Loss) and Adjusted EBITDA


	Three months ended December 31,						Years ended December 31,
	2024		%^1^	2023		%^1^	2024		%^1^	2023		%^1^
Operating income (loss)
Lindero	$	18.3	26%	$	(5.8)	(9%)	$	55.3	24%	$	10.5	5%
Séguéla		30.8	32%		38.0	44%		102.5	31%		68.6	45%
Yaramoko		16.4	21%		2.2	4%		81.8	29%		36.2	16%
San Jose		(9.3)	(33%)		(110.6)	(325%)		(9.9)	(9%)		(105.7)	(71%)
Caylloma		6.6	24%		8.4	30%		36.1	31%		27.7	27%
Corporate		(10.0)			(9.6)			(37.8)			(37.7)
Total		52.8	17%		(77.4)	(29%)		228.0	21%		(0.4)	(0%)

Adjusted EBITDA^2^
Lindero	$	37.4	53%	$	30.1	49%	$	118.0	51%	$	80.9	39%
Séguéla		56.7	59%		63.0	73%		200.7	61%		106.3	69%
Yaramoko		41.2	52%		19.5	35%		143.3	51%		108.3	47%
San Jose		1.9	7%		6.4	19%		2.4	2%		40.4	27%
Caylloma		10.7	38%		11.1	39%		50.6	44%		38.7	37%
Corporate		(10.0)			(9.8)			(38.1)			(39.5)
Total		137.9	46%		120.3	47%		476.9	45%		335.1	40%
^1^ As a Percentage of Sales
^2^ Refer to Non-IFRS Financial Measures
Figures may not add due to rounding

Fourth Quarter 2024 vs Fourth Quarter 2023

Operating income for the three months ended December 31, 2024 was $52.8 million, an increase of $130.2 million over the same period in 2023 which was primarily due to:

●	Higher operating income at the Lindero Mine was result of higher sales as well as the elimination of the 8% export duty on gold sales at the end of 2023. This was partially offset by the appreciation of the Argentine Peso relative to the US Dollar and its impact on Peso denominated costs.
●	Yaramoko saw an increase in operating income of $14.2 million as a of result higher sales and lower depletion per ounce from the 55 Zone which was partially offset by higher royalties due to higher gold prices and an increase in royalty rates introduced in Burkina Faso in the fourth quarter of 2023. Operating income includes the write-off of the Boussoura exploration property in the quarter for $14.5 million consisting of $5.5 million of capitalized exploration and $9.0 million of purchase price allocation from the acquisition of Roxgold Inc. in 2021.
---	---
●	Séguéla recognized operating income of $30.8 million in the fourth quarter compared to $38.0 million in the comparable period. The decrease in operating income was a result of operations moving to the deeper part of the Antenna pit as well as sourcing ore from the Koula and Ancien pits which increased costs. The fourth quarter of 2023 also benefited from the impact of pre-production ounces lowering the depletion per ounce and lower maintenance costs. Operating income for the fourth quarter of 2024 included $18.2 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 year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

●

An operating loss at the San Jose Mine for the fourth quarter of 2024 was $9.3 million compared to an operating loss of $110.6 million in the same period of 2023. The decrease in operating loss was primarily the result of an impairment charge of $90.6 million in the comparable period. In the fourth quarter of 2024 a charge was also taken for $7.2 million related to an increase in the asset retirement obligation.

●

Operating income at the Caylloma Mine for the fourth quarter of 2024 was $1.8 million lower than the comparable period of 2023 as a result of higher worker’s participation and depletion.

---

After adjusting for items that are not indicative of future operating earnings, adjusted EBITDA (refer to Non-IFRS Financial Measures) was $137.9 million for the three months ended December 31, 2024, an increase of $17.6 million over the same period in 2023. Higher adjusted EBITDA was primarily the result of contributions from the Yaramoko Mine which increased 110% compared to the comparable period in 2023.

The most comparable IFRS measure to the Non-IFRS measure adjusted EBITDA is net income. Net income for the three months ended December 31, 2024 was $15.1 million. Refer to the discussion above and to the section entitled “Non-IFRS Measures” for more detailed information.

Twelve months of 2024 vs Twelve months of 2023

Operating income for the twelve months ended December 31, 2024 was $228.0 million, an increase of $228.4 million over the same period in 2023 which was primarily due to:

●	Higher operating income at the Lindero Mine due to higher sales and the elimination of the 8% export duty. The mine also benefited from a smaller foreign exchange loss of $3.6 million compared to $8.7 million in the comparable period. This was partially offset by the appreciation of the Argentine Peso relative to the US Dollar and the impact on Peso denominated costs.
●	Operating income at Yaramoko was higher by $45.8 million as a result of higher metal sales and lower depletion per ounce. This was partially offset by the write-down of the Boussoura exploration property for $14.5 million.
---	---
●	A full year of contributions from the Séguéla Mine which was only operating for six months in the comparable period in 2023. Operating income for 2024 included $71.6 million in depletion related to the purchase price of Roxgold Inc. in 2021.
---	---
●	An operating loss at San Jose of $9.9 million for 2024 compared to an operating loss of $105.7 million in the comparable period. The mine realized an impairment charge of $90.6 million in the comparable period in 2023.
---	---
●	Operating income at Caylloma increased by $8.4 million primarily as a result of higher sales which was partially offset by higher depletion.
---	---

After adjusting for items that are not indicative of future operating earnings, adjusted EBITDA (refer to Non-IFRS Financial Measures) was $476.9 million for the twelve months ended December 31, 2024, an increase of $141.8 million over the same period in 2023. Higher adjusted EBITDA was primarily the result of contributions from the Séguéla Mine which operated for the full year compared to only six months in 2023.

The most comparable IFRS measure to the Non-IFRS measure adjusted EBITDA is net income/loss. Net income for the twelve months ended December 31, 2024 was $141.9 million. Refer to the discussion above and to the section entitled “Non-IFRS Measures” for more detailed information.

All-in Sustaining Cost (“AISC”)

Fourth Quarter 2024 vs Fourth Quarter2023

Consolidated AISC per gold equivalent ounce (“GEO”) sold for the fourth quarter of 2024 was $1,772 per ounce compared to $1,416 per ounce for the comparable quarter. The increase in AISC was primarily the result of lower gold equivalent ounces sold due to lower grades at Séguéla, San Jose being at the tail end of production, and the impact of higher gold Fortuna | 10

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

prices on the gold equivalent contribution of base metals. Higher cash costs of $1,015 per GEO compared to $840 per GEO were also a contributing factor as the previous period benefited from low cost production at Séguéla due to low stripping, short haulage distances and low maintenance costs. This was partially offset by lower capital costs at Yaramoko and San Jose due to lower capitalized development. AISC per GEO also included a gain on blue-chip swaps in Argentina of $1.4 million compared to $12.4 million in the previous period. (The composition of AISC was revised in Q4 2024 and the comparative period was updated to reflect the change. Refer to “Non-IFRS Financial Measures – All-in Sustaining Cost Per Gold Equivalent Ounce Sold” for a description of the calculation and the reason for the change). Adjusting for San Jose which was mining its last year of Mineral Reserves, AISC per GEO was $1,690.

Twelve Months of 2024 vs Twelve Months of 2023

Consolidated AISC per gold equivalent ounce sold for the twelve months ended December 31, 2024 was $1,640 per ounce compared to $1,480 per ounce for the comparable period. Higher AISC per GEO was the result of higher cash costs as the previous period benefited from low cost production at Séguéla due to low stripping, short haulage distances and low maintenance costs. 2024 was also impacted by higher G&A costs as a result of a full year of operations at Séguéla, higher share-based compensation and previously capitalized development costs at San Jose were expensed. Sustaining capital was higher compared to the previous period due to the Lindero leach pad expansion. AISC per GEO also included a gain on blue-chip swaps in Argentina of $9.7 million compared to $12.4 million in the previous period. (The composition of AISC was revised in Q4 2024 and the comparative period was updated to reflect the change. Refer to “Non-IFRS Financial Measures – All-in Sustaining Cost Per Gold Equivalent Ounce Sold” for a description of the calculation and the reason for the change). Adjusting for San Jose, which was mining its last year of Mineral Reserves, AISC per GEO was $1,554.

General and Administrative (“G&A”) Expenses


	Three months ended December 31,					Years ended December 31,
(Expressed in millions)	2024		2023		% Change	2024		2023		% Change
Mine G&A		9.6		7.2	33%		36.0		27.5	31%
Corporate G&A		7.9		8.4	(6%)		27.8		28.3	(2%)
Share-based payments		1.6		4.3	(63%)		11.7		8.1	44%
Workers' participation		0.3		—	0%		0.6		0.2	200%
Total		19.4		19.9	(3%)		76.1		64.1	19%

G&A expenses for the three months ended December 31, 2024 decreased 3% to $19.4 million compared to $19.9 million reported in the same period in 2023. G&A was in line with the comparable period as higher mine site G&A was offset by lower corporate G&A and share-based payments.

G&A expenses for the twelve months ended December 31, 2024 were $76.1 compared to the $64.1 million reported in the same period in 2023. The increase in G&A was the result of a full year of contributions from the Séguéla Mine compared to six months of operations in 2023 as well as higher share-based payments. Fortuna | 11

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

Foreign Exchange Loss

Foreign exchange loss for the three months ended December 31, 2024 increased $7.9 million to $10.3 million compared to $2.4 million reported in the same period in 2023. Foreign exchange losses for the quarter were primarily driven by a $7.5 million unrealized loss in West Africa as the Euro depreciated relative to the US Dollar impacting West Africa Franc denominated cash and VAT balances.

Foreign exchange loss for the twelve months ended December 31, 2024 increased $1.5 million to $12.4 million compared to $10.9 million reported in the same period in 2023. Losses for the year were primarily driven by the devaluation of the West African Franc and the impact on VAT and cash balances.

Income Tax Expense

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

Income tax expense for the three months ended December 31, 2024 was $33.0 million compared to the $17.0 million reported in the same period in 2023. The $16.0 million increase in income tax expense was due to higher net income before tax at Yaramoko and a lower deferred tax recovery at Séguéla due to the impact of foreign exchange rates on tax assets denominated in West African Francs.

Income tax expense for the twelve months ended December 31, 2024 was $70.3 million compared to an income tax expense of $32.6 million reported in the same period in 2023. The increase of $37.7 million is primarily attributable to a full year of tax accruals at the Séguéla Mine compared to only six months in the previous period and was partially offset by the recognition of a deferred tax asset related to the issuance of the 2024 Notes (as defined herein) and no current income tax being accrued at San Jose.

The ETR for the three months ended December 31, 2024 was 69% compared to (23%) for the same period in 2023. The increase in the ETR was the result of higher income before tax and lower deferred tax recovery from the impact of foreign exchange rates on tax assets denominated in West African francs.

The ETR for the twelve months ended December 31, 2024was 33% compared to (295%) for the same period in 2023. The increase in the ETR was the result of higher net income before tax, withholding taxes related to intercompany dividends and the impact of foreign exchange rates on tax assets denominated in West African francs. This was partially offset by the recognition of a deferred tax asset related to the issue of the 2024 Notes. Fortuna | 12

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

2025 GUIDANCE

The Company released its updated guidance for 2025. Refer to the News Release “Fortuna reports record production of 455,958 Au Eq ounces for 2024 and provides 2025 outlook.” dated January 21, 2025. Consolidated production and cost guidance is summarized in the table below.


Mine		Gold (koz)	Lead (Mlbs)	Zinc (Mlbs)	Cash Cost^1,2,3^ ****	AISC^1,2,3^
Silver					($/oz Ag Eq)	($/oz Ag Eq)
Caylloma, Peru		-	29 - 32	45 - 49	15.0 - 16.6	21.7 - 24.7
Gold					($/oz Au)	($/oz Au)
Lindero, Argentina^4^		93 - 105	-	-	1,060 - 1,235	1,600 - 1,770
Yaramoko, Burkina Faso		107 - 121	-	-	880 - 1,000	1,165 - 1,320
Séguéla, Côte d´Ivoire		134 - 147	-	-	680 - 750	1,500 - 1,600
Consolidated Total		334 - 373	29 - 32	45 - 49	$895 - 1,015	$1,550 - 1,680
Notes:
^1.^	Cash Cost and all-in sustaining cost (AISC) are non-IFRS financial measures which are not standardized financial measures under the financial reporting framework used to prepare the financial statements of the Company and might not be comparable to similar financial measures disclosed by other issuers. Refer to the note under “Non-IFRS Financial Measures” below.
^2.^	Cash cost includes production cash cost and for Lindero, is net of copper by-product credit. AISC includes sustaining capital expenditures, worker’s participation (as applicable) commercial and government royalties mining tax, export duties (as applicable), subsidiary G&A and Brownfields exploration and is estimated at metal prices of 2,500/oz Au, 30.0/oz Ag, 2,100/t Pb, and 2,700/t Zn. AISC excludes government mining royalty recognized as income tax within the scope of IAS-12.
^3.^	Silver equivalent is calculated at metal prices of 2,500/oz Au, 30.0/oz Ag, 2,100/t Pb and 2,700/t Zn. The guidance assumes an exchange rate of 0.89 /. For Argentina, it assumes an annual inflation rate of 29% and an annual devaluation of 18 percent.
^4.^	The cost guidance for the Lindero Mine does not take into account potential changes by the new Argentine Government to national macroeconomic policies, the taxation system and import and export duties which, if implemented, may have a material impact on costs.
^5.^	Historical non-IFRS measure cost comparatives: The following table provides the historical cash costs and historical AISC for the Company’s four mines which were operating during the year ended December 31, 2024, as follows:
	Mine	AISC ^a,b,c^
	Silver	($/oz Ag Eq)
	San Jose, Mexico	28.22
	Caylloma, Peru	21.72
	Consolidated	19.62
	Gold	($/oz Au)
	Lindero, Argentina	1,793
	Yaramoko, Burkina Faso	1,359
	Séguéla, Côte d´Ivoire	1,153
	Consolidated	1,640
	(a) Cash cost and AISC are non-IFRS financial measures; refer to the note under “Non-IFRS Financial Measures” below.(b) Silver equivalent was calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices(c) Further details on the cash costs and AISC found under "Non-IFRS Financial Measures” below.(d) The composition of AISC was revised in Q4 2024. Refer to “Non-IFRS Financial Measures – All-in Sustaining Cost Per Gold Equivalent Ounce Sold” for a description of the calculation and the reason for the change.
^6.^	Totals may not add due to rounding.

All values are in US Dollars.

Fortuna | 13

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 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 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 December 31,		Years ended December 31,
	****	2024	2023	2024	2023
Mine Production
Tonnes placed on the leach pad		1,757,290	1,556,000	6,367,505	6,005,049

Gold
Grade (g/t)		0.60	0.63	0.62	0.64
Production (oz)		26,806	29,591	97,287	101,238
Metal sold (oz)		26,840	29,308	96,726	103,503
Realized price ($/oz)		2,659	1,993	2,411	1,942

Unit Costs
Cash cost ($/oz Au)^1^		1,063	934	1,051	920
All-in sustaining cash cost ($/oz Au)^1,3^		1,873	1,127	1,793	1,444

Capital Expenditures ($000's)^2^
Sustaining		19,240	10,607	65,876	39,358
Sustaining leases		629	598	2,400	2,393
Non-sustaining		1,448	1,302	2,016	1,978
^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

^3^ The composition of AISC was revised in Q4 2024 and the comparative periods were updated to reflect the change. Refer to “Non-IFRS Financial Measures – All-in Sustaining Cost Per Gold Equivalent Ounce Sold” for a description of the calculation and the reason for the change.

Quarterly and Annual Operating and Financial Highlights

In the fourth quarter of 2024, a total of 1,757,290 tonnes of ore were placed on the heap leach pad, with an average gold grade of 0.60 g/t, containing an estimated 34,151 ounces of gold. Gold production for the fourth quarter of 2024 totaled 26,806 ounces. This represents a 9% decrease in total ounces compared to fourth quarter of 2023 as a result of lower grades and lower ounces contained in fine carbon. The mine started placing the first lift of ore on the new leach pad expansion area in the second half of October 2024.

Gold production was comprised of 24,679 ounces in doré bars, 2,086 ounces of gold contained in rich fine carbon, and 41 ounces contained in copper precipitate. Ore mined was 2.1 million tonnes, with a stripping ratio of 1.54:1. For the full year 2024 gold production totaled 97,287 ounces, achieving midpoint of annual production guidance.

The cash cost per ounce of gold for the quarter ending December 31, 2024, was $1,063 compared to $934 in the same period of 2023. For the year ending December 31, 2024, the cash cost per ounce was $1,051, an increase from $920 in 2023. The increase in cash cost per ounce of gold for both the quarter and the full year was primarily due to the impact of appreciation of the Argentine peso, lower gold production and lower by-product credits from copper sales. The increase in cash costs was partially offset by operational efficiency initiatives including a change in the hauling and loading fleet, reduction in cyanide consumption and crushing throughput.

Fortuna | 14

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

AISC per gold ounce sold^1^ during Q4 2024 was $1,873, compared to $1,127 in Q4 2023. AISC in the quarter includes $1.4 million investment gain (Q4 2023: $12.4 million) from cross border, Argentine pesos denominated bond trades. This is a benefit granted to exporters by the Argentine Government whereby 20% of export proceeds are allowed to be converted into pesos at a preferential exchange rate for exporters. This benefit is intended to alleviate the impact of the overvaluation of the official exchange rate on input costs. The increase in AISC is explained by higher cash cost and capex in Q4 2024, partially offset by the elimination of the 8% export duty in 2024, and lower investment gains recorded in Q4 2024.

AISC per gold ounce sold^1^ in 2024 was $1,793, compared to $1,444 in 2023. AISC for 2024 includes the $9.7 million annual investment gain (FY 2023: $12.4 million) from cross border, Argentine pesos denominated bond trades. AISC per ounce for 2024 was higher due mainly to higher cost per ounce and sustaining capital expenditures related to the leach pad expansion, partially offset by the elimination of export duties in 2024 as described above.

As of December 31, 2024, the leach pad expansion project was approximately 89% complete. The leach pad expansion remains on schedule for completion during the first half of 2025.

^1^ The composition of AISC was revised in Q4 2024 and the comparative periods were updated to reflect the change. Refer to “Non-IFRS Financial Measures – All-in Sustaining Cost Per Gold Equivalent Ounce Sold” for a description of the calculation and the reason for the change Fortuna | 15

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

Yaramoko Mine , Burkina Faso

The Yaramoko Mine is located in south-western 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 December 31,		Years ended December 31,
	****	2024	2023	2024	2023
Mine Production
Tonnes milled		102,105	110,445	454,969	531,578

Gold
Grade (g/t)		9.18	7.16	8.21	6.81
Recovery (%)		98	98	98	98
Production (oz)		29,576	28,235	116,206	117,711
Metal sold (oz)		29,509	28,229	116,130	117,676
Realized price ($/oz)		2,669	1,984	2,397	1,945

Unit Costs
Cash cost ($/oz Au)^1^		812	949	860	809
All-in sustaining cash cost ($/oz Au)^1^		1,302	1,720	1,359	1,499

Capital Expenditures ($000's)^2^
Sustaining		8,035	12,620	28,147	49,938
Sustaining leases		1,002	1,077	4,071	4,758
Non-sustaining		1,649	–	5,654	–
Brownfields		393	1,261	1,936	4,917
^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 and Annual Operating and Financial Highlights

In the fourth quarter of 2024, the Yaramoko Mine treated 102,105 tonnes of ore and produced 29,576 ounces of gold with an average gold head grade of 9.18g/t, 5% and 28% increases when compared to the same period in 2023. Lower tonnage milled was due to 16 days of lost milling time as a consequence of an equipment failure. Higher production in the fourth quarter of 2024 was due to higher grades; partially offset by lower tonnes processed.

Gold production in 2024 totaled 116,206 ounces, achieving the higher end of the annual guidance range.

The cash cost per ounce of gold sold for the quarter ended December 31, 2024, was $812 compared to $949 in the same period in 2023. The decrease for the quarter is mainly attributed to lower mining costs and higher grades. For the year ending December 31, 2024, the cash cost per ounce of gold sold was $860, an increase from $809 in 2023. The full year increase is mainly due to higher mining costs during prior quarters.

The all-in sustaining cash cost per gold ounce sold was $1,302 for the quarter ended December 31, 2024, compared to $1,720 in the same period of 2023, the decrease is mainly due to lower sustaining capital costs, lower cash costs, and an administrative penalty paid in the fourth quarter of 2023. For the full year, the all-in sustaining cash cost was $1,359 in 2024, compared to $1,499 in 2023. The decrease in AISC was mainly the result of lower sustaining capital costs.

Fortuna | 16

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 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 December 31,		Years ended December 31,
	****	2024	2023	2024	2023
Mine Production
Tonnes milled		430,117	387,624	1,561,800	807,617
Average tonnes crushed per day		4,727	4,123	4,279	3,282

Gold
Grade (g/t)		2.95	3.62	2.95	3.42
Recovery (%)		92	95	93	94
Production (oz)		35,244	43,096	137,781	78,617
Metal sold (oz)		36,384	43,018	137,753	78,521
Realized price ($/oz)		2,658	1,994	2,399	1,963

Unit Costs
Cash cost ($/oz Au)^1^		653	323	584	357
All-in sustaining cash cost ($/oz Au)^1^		1,376	737	1,153	760

Capital Expenditures ($000's)^2^
Sustaining		13,626	7,765	28,488	10,912
Sustaining leases		3,347	2,285	10,381	5,329
Non-sustaining		5,021	-	19,458	-
Brownfields		423	-	6,696	-
^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 and Annual Operating and Financial Highlights

During the fourth quarter of 2024, mine production totaled 715,008 tonnes of ore, averaging 2.34 g/t Au, and containing an estimated 53,796 ounces of gold from the Antenna, Ancien, and Koula pits. Movement of waste during the quarter totaled 3,670,138 tonnes, for a strip ratio of 5.1:1. Production was mainly focused from the Antenna pit, which produced 530,651 tonnes of ore, with the balance of production sourced from the Koula and Ancien pits.

In the fourth quarter of 2024, Séguéla processed 430,117 tonnes of ore, producing 35,244 ounces of gold, at an average head grade of 2.95 g/t Au, an 18% decrease and a 19% decrease, respectively, compared to the fourth quarter of 2023. The decrease in gold production was due to lower head grades and lower recovery and partially offset by higher milled tonnes. Plant throughput for the quarter was 208 tonnes per hour (TPH) which is 35% above the name plate design capacity of 154 TPH.

Gold production in 2024 totaled 137,781 ounces, achieving the higher end of the annual guidance range. A 75% increase in ounces of gold produced during the year was mainly due to a full year of production in 2024 compared to only six months in 2023.

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

grades in 2024, as per the mine plan, and lower stripping and mining costs during Séguéla’s first six months of operation in the second half of 2023.

All-in sustaining cash cost per gold ounce sold was $1,376 for the fourth quarter of 2024 compared to $737 in the same period of the previous year. For the full year, the all-in sustaining cash cost was $1,153, compared to $760 in 2023. The increase for the quarter was primarily the result of higher cash costs, higher sustaining capital from higher stripping and the purchase of capital spares as well as lower volume of metal sold. The increase for the year was due to higher cash costs and higher sustaining capital expenditures.

Brownfields capital expenditures were $6.7 million for the full year in 2024, compared to $nil in 2023, as a result of drilling activities to define the geometry of mineral deposits.

Fortuna | 18

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

San Jose Mine, Mexico

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


		Three months ended December 31,				Years ended December 31,
	****	2024	****	2023	****	2024	****	2023
Mine Production
Tonnes milled		190,063		241,035		735,591		930,200
Average tonnes milled per day		2,437		2,678		2,138		2,643

Silver
Grade (g/t)		118		145		125		171
Recovery (%)		83		91		86		91
Production (oz)		594,373		1,023,525		2,548,402		4,656,631
Metal sold (oz)		622,108		1,040,888		2,568,745		4,659,611
Realized price ($/oz)		31.25		23.35		28.12		23.36

Gold
Grade (g/t)		0.85		0.91		0.89		1.06
Recovery (%)		82		90		85		90
Production (oz)		4,239		6,345		17,811		28,559
Metal sold (oz)		4,440		6,406		17,851		28,524
Realized price ($/oz)		2,661		1,983		2,386		1,942

Unit Costs
Cash cost ($/oz Ag Eq)^1,2^		26.01		20.45		25.25		14.28
All-in sustaining cash cost ($/oz Ag Eq)^1,2^		29.94		21.98		28.22		19.40

Capital Expenditures ($000's)^3^
Sustaining		–		3,190		–		14,018
Sustaining leases		171		246		846		878
Non-sustaining		602		505		8,927		1,682
Brownfields		–		1,257		–		4,215
^1^ Cash cost silver equivalent and All-in sustaining cash cost silver equivalent are calculated using realized metal prices for each period respectively
^2^Cash cost silver equivalent, and All-in sustaining cash cost silver equivalent are Non-IFRS Financial Measures, refer to Non-IFRS Financial Measures
^3^ Capital expenditures are presented on a cash basis

Quarterly and Annual Operating and Financial Highlights

In the fourth quarter of 2024, San Jose produced 594,373 ounces of silver and 4,239 ounces of gold, 42% and 33% decreases respectively, at average head grades for silver and gold of 118 g/t and 0.85 g/t, 19% and 7% decreases respectively, when compared to the same period in 2023. The decrease in silver and gold production for the quarter is explained by the lower extracted mineral and head grades, mainly due to the declining grade profile of Mineral Reserves in the mine plan. Annual production in 2024 totaled 2,548,402 ounces of silver and 17,811 ounces of gold, which were 18% and 6% below the lower end of annual guidance range, respectively. Approximately 5% of the lower production for both metals was due to the effect of the iron oxide in the metallurgical recovery. Head grades for the year were aligned with the geological model, albeit slightly lower than expected.

The cash cost per silver equivalent ounce in the fourth quarter of 2024, was $26.01, an increase from $20.45 in the same period of 2023. For the year ended December 31, 2024 the cash cost per silver equivalent ounce sold was $25.25 Fortuna | 19

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

compared to $14.28 in the same period of 2023. The higher cost per ounce was primarily the result of lower production and silver equivalent ounces sold and previously capitalized costs being expensed.

The all-in sustaining cash cost of payable silver equivalent ounce in the fourth quarter of 2024 increased by 36% to $29.94, and full year 2024 increased 45% to $28.22, compared to $21.98 and $19.40 for the same periods in 2023. These increases were mainly driven by higher cash costs and lower volume of metal sold. Fortuna | 20

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 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 December 31,		Years ended December 31,
	****	2024	2023	2024	2023
Mine Production
Tonnes milled		139,761	140,800	551,430	543,876
Average tonnes milled per day		1,553	1,564	1,549	1,528

Silver
Grade (g/t)		67	88	80	85
Recovery (%)		83	83	83	83
Production (oz)		249,238	330,478	1,176,543	1,227,060
Metal sold (oz)		247,441	353,935	1,179,260	1,229,298
Realized price ($/oz)		31.27	23.06	27.88	23.37

Gold
Grade (g/t)		0.11	0.11	0.13	0.14
Recovery (%)		25	21	22	22
Production (oz)		128	109	552	513
Metal sold (oz)		-	-	169	40
Realized price ($/oz)		-	-	2,233	1,902

Lead
Grade (%)		3.36	3.84	3.57	3.74
Recovery (%)		92	91	91	91
Production (000's lbs)		9,500	10,798	39,555	40,852
Metal sold (000's lbs)		9,198	11,641	39,378	41,074
Realized price ($/lb)		0.91	0.97	0.94	0.98

Zinc
Grade (%)		4.94	5.00	4.71	5.11
Recovery (%)		91	90	91	90
Production (000's lbs)		13,874	13,933	51,906	55,060
Metal sold (000's lbs)		13,932	14,407	52,518	56,166
Realized price ($/lb)		1.38	1.13	1.26	1.23

Unit Costs
Cash cost ($/oz Ag Eq)^1,2^		16.53	13.42	14.12	13.91
All-in sustaining cash cost ($/oz Ag Eq)^1,2^		28.10	22.34	21.72	19.90

Capital Expenditures ($000's)^3^
Sustaining		7,193	8,635	19,673	17,903
Sustaining leases		623	912	2,494	3,538
Brownfields		522	966	1,730	2,302
^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 | 21

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

Quarterly and Annual Operating and Financial Highlights

In the fourth quarter of 2024, the Caylloma Mine produced 249,238 ounces of silver at an average head grade of 67 g/t, a 25% and 24% decrease, respectively, when compared to the same period in 2023. Silver production for 2024 totaled 1,176,543 ounces, exceeding the upper end of annual guidance range by 7%.

Lead and zinc production for the quarter was 9.5 million pounds and 13.9 million pounds, respectively. Lead production declined by 12% and zinc production remained comparable to the same period in 2023. Head grades averaged 3.36% and 4.94%, a 13% and 1% decrease, respectively, when compared to the same quarter in 2023. Lead and zinc production for 2024 totaled 39.6 and 51.9 million pounds, respectively. Lead and zinc production were above the higher end of annual guidance by 33% and 16%, respectively. Increased production is the result of positive grade reconciliation to the reserve model in the lower levels of the underground mine. Gold production in the fourth quarter totaled 128 ounces with an average head grade of 0.11 g/t.

The cash cost per silver equivalent ounce sold in the fourth quarter of 2024, was $16.53 compared to $13.42 in the same period in 2023. For the year ended December 31, 2024, the cash cost per ounce of silver equivalent sold was $14.12, compared to $13.91 in 2023. The higher cost per ounce for the quarter and the year was primarily the result of lower silver production and the impact of higher realized silver prices on the calculation of silver equivalent ounce sold partially offset by lower treatment charges.

The all-in sustaining cash cost per ounce of payable silver equivalent in the fourth quarter of 2024, increased 26% to $28.10, compared to $22.34 for the same period in 2023. The all-in sustaining cash cost per ounce of payable silver equivalent for the full year 2024 was $21.72 compared to $19.90 in 2023. The increase for the quarter and year was the result of higher cash costs per ounce, higher worker’s participation and the impact of higher realized silver prices on the calculation of silver equivalent ounces. If AISC was calculated using the guidance metal prices AISC would have been $23.60 and $19.27 per ounce for the quarter and year respectively.

QUARTERLY INFORMATION

The following table provides information for the last eight fiscal quarters up to December 31, 2024:


	Q4 2024	Q3 2024	Q2 2024	Q1 2024	Q4 2023	Q3 2023	Q2 2023	Q1 2023
Sales	302.2	274.9	260.0	224.9	265.3	243.1	158.4	175.7
Mine operating income	106.9	86.9	79.9	69.9	51.9	65.9	31.9	40.4
Operating income (loss)	52.8	72.7	55.4	47.1	(77.4)	45.4	7.7	23.9
Net income (loss)	15.1	54.4	43.3	29.1	(89.8)	30.9	3.5	11.9
Attributable net income (loss)	11.3	50.5	40.6	26.3	(92.3)	27.5	3.1	10.9

Basic (loss) earnings per share	0.04	0.16	0.13	0.09	(0.30)	0.09	0.01	0.04
Diluted (loss) earnings per share	0.03	0.16	0.13	0.09	(0.30)	0.09	0.01	0.04

Total assets	2,115.5	2,083.6	2,024.8	1,947.4	1,967.9	2,046.6	1,991.5	1,946.1
Debt	126.0	124.1	167.2	167.6	206.8	246.6	285.9	244.9

Figures may not add due to rounding

Sales increased in the fourth quarter of 2024 to $302.2 million primarily due to higher precious metal prices. Despite higher sales and mine operating income, net income was lower as a result of a $14.5 million write-off for the Boussoura exploration property, a $7.2 million charge due to an increase in the asset retirement obligation liability at San Jose and an unrealized foreign exchange loss in West Africa due to the devaluation of the Euro and the impact on VAT and cash balances denominated in West African Francs. Fortuna | 22

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

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

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

Cash and Cash Equivalents

The Company had cash and cash equivalents of $231.3 million at December 31, 2024 compared to $128.1 million at the end of 2023. The increase in cash and cash equivalents was a result of free cash flow generated from operations and the issuance of the unsecured senior convertible notes (“2024 Notes”) in June 2024 in the aggregate principal amount of $172.5 million which was partially offset by a net repayment of $165.0 million on the revolving credit facility bringing the outstanding balance of the facility to $nil (excluding letters of credit), share buybacks under the NCIB and capital expenditures at the mines. Significant cash flow movements for the year are described below.

Working Capital

Working capital increased to $230.2 million at the end of 2024 compared to $89.6 million at the end of 2023. The increase in working capital was primarily a result of the increase in cash balances as well as the repayment of the 2019 convertible debentures which moved all debt back to non-current liabilities.

Fortuna | 23

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

Operating Activities

Cash flow generated from operating activities for the year ending December 31, 2024 increased to $365.7 million compared to $296.9 million in 2023. The increase in operating cash flow was the result of a full year of contributions from Séguéla compared to six months in 2023 and higher realized precious metal prices. Negative changes in working capital of $72.5 million were primarily the result of an increase of $46.4 million in receivables due to timing and delays in repayments of VAT in Burkina Faso and an increase in inventories of $24.5 million related to an increase in ore stockpiles at Lindero and Séguéla as well as Séguéla building up its warehouse to operating levels following the end of construction in 2023.

Investing Activities

For the year ending December 31, 2024 the Company invested $203.8 million in capital expenditures on a cash basis consisting of $152.9 million in sustaining capital and $50.8 million in expansionary capital. Capital investments consisted primarily of the following:

Sustaining

●	$65.9 million invested at the Lindero Mine to support both capitalized stripping and the Phase 2 expansion of the leach pad
●	$35.2 million in capitalized stripping and mine development at Séguéla
---	---
●	$30.1 million at Yaramoko which consisted primarily of underground development
---	---
●	$21.4 million at Caylloma primarily for capitalized development costs
---	---

Expansionary

●	$14.8 million related to exploration and study work at the Diamba Sud project
●	$19.5 million for exploration activities at the Séguéla Mine
---	---
●	$8.9 million at the San Jose Mine to explore the Yessi Vein
---	---
●	$5.6 million in exploration activities at the Yaramoko Mine
---	---

During the year the Company also realized an investment gain of $9.7 million related to blue chip swaps at Lindero to access a foreign exchange window opened by the government.

Financing Activities

During the year the Company focused on strengthening its balance sheet, paying down debt and returning capital to shareholders. Primary activities during the year included:

●	Net payments of $165 million were made on the revolving credit facility bringing its balance to $nil (excluding letters of credit)
●	The Company issued $172.5 million in convertible notes lowering its cost of debt
---	---
●	The settlement of the 2019 convertible debenture through a mix of cash and equity
---	---
●	Repurchased $34.1 million of the Company’s common shares under its NCIB program.
---	---

During the year the Company also paid $20.7 million related to capital lease payments.

Capital Resources

Effective October 31, 2024, the Company entered into a fifth amended and restated credit agreement which reduces its secured revolving credit facility, with a syndicate of banks led by The Bank of Nova Scotia, and including Bank of Montreal, Fortuna | 24

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

ING Capital LLC and National Bank of Canada. The amendment and restatement reduced the amount of the facility to $150.0 million from $250.0 million (the facility would have stepped down to $175.0 million in November 2024), and increased the uncommitted accordion option from $50.0 million to $75.0 million. The facility has a term of four years. Lower interest rates across certain levels of the margin grid and lower commitment fees were negotiated under the amended facility. Interest accrues on USBR Loans at the applicable US base rate plus an applicable margin of between 1.25% and 2.25% across all levels of the margin grid, and on Benchmark Loans at the adjusted term SOFR rate for the applicable term plus the applicable margin of between 2.25% and 3.25% across all levels of the margin grid. Commitment fees decreased approximately 0.6% to 0.9% across the margin grid.

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

The amended and restated credit facility includes covenants customary for a facility of this nature including among other matters, reporting requirements, and positive, negative and financial covenants set out therein. As at December 31, 2024 the Company was in compliance with all of the covenants under the amended and restated credit facility.

As at March 5, 2025, the credit facility remains undrawn excluding letters of credit.


As at	December 31, 2024		December 31, 2023		Change
Cash and cash equivalents		231.3		128.1		103.2
Credit facility		150.0		250.0		(100.0)
Total liquidity available		381.3		378.1		3.2
Amount drawn on credit facility^1^		—		(165.0)		165.0
Net liquidity position		381.3		213.1		168.2
^1^Excluding letters of credit

Figures may not add due to rounding

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

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

The Company may not redeem the 2024 Notes before July 5, 2027, except in the event of certain changes in Canadian tax law. At any time on or after July 5, 2027, the Company may redeem all or part of the 2024 Notes for cash, but only if the Fortuna | 25

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

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.

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.

Provisional priced trade receivables of $18.9 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 2024 Financial Statements for a discussion of the Company’s use of financial instruments, including a description of liquidity risks associated with such instruments.

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

The Company has 306,528,189 common shares outstanding as at March 5, 2025. In addition, there were 2,054,962 outstanding equity-settled share-based performance share units.

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

2019 Convertible Debenture

In July of 2024 a number of holders of the 2019 convertible 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.

Fortuna | 26

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

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. 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 expire on the earlier of May 1, 2025; the date Fortuna acquires the maximum number of common shares allowable under the NCIB; or the date Fortuna otherwise decides not to make any further repurchases under the NCIB.

During the quarter the Company repurchased and cancelled 6,402,640 common shares of the Company under its Normal Course Issuer Bid (NCIB) at a weighted average price of $4.77. Refer to Fortuna news release “Fortuna reports progress on its share buyback program” dated December 3, 2024). Subsequent to year end, the Company repurchased and cancelled an additional 400,000 common shares at a weighted average price of $4.40. To date, the Company has repurchased 45% of the 15,287,201 shares it is authorized to repurchase under the NCIB.

RELATED PARTY TRANSACTIONS ****

The Company has entered into the following related party transactions during the three and twelve months ended December 31, 2024 and 2023:

(a) Key Management Personnel

During the three and twelve months ended December 31, 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 December 31,				Years ended December 31,
(Expressed in $ thousands)	2024		2023		2024		2023
Salaries and benefits		1,329		1,564		7,896		8,450
Directors fees		213		208		851		830
Consulting fees		16		16		66		66
Share-based payments		344		2,682		6,395		4,874
		1,902		4,470		15,208		14,220

NON-IFRS FINANCIAL MEASURES ****

The Company has disclosed certain financial measures and ratios in this MD&A which are not defined under IFRS and are not disclosed in the Financial Statements, including but not limited to: cash cost per ounce of gold; all-in sustaining cash cost per ounce of gold sold; all-in sustaining costs per ounce of gold equivalent sold; all-in cash cost per ounce of gold sold; cash cost per payable ounce of silver equivalent; all-in sustaining cash cost per payable ounce of silver equivalent sold; 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 Fortuna | 27

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

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 and all-in sustaining costs per gold equivalent ounce sold.

All-in Sustaining Cost 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.

All-In Sustaining Cost Per Gold Equivalent Ounce Sold

In Q4 2024 Management elected to include the gain on blue chip swaps in Argentina in the calculation of all-in sustaining costs for both Lindero and the consolidated entity. Management reached this decision after evaluating the peso appreciation relative to the US dollar and the impact it has had on the cost structure of the Lindero Mine as a result of government macro-economic policy.

A blue chip swap is a mechanism provided by the Argentine government to exporters to provide relief to the impact of macro economic policy on their cost structure. These economic policies have resulted in two exchange rates in Argentina, the official exchange rate managed by the central bank and the unofficial ‘blue dollar’ rate received in the public market. Exporters are required to repatriate their US dollars at the official rate which provides fewer pesos for each dollar exchanged compared to the blue dollar rate. This effectively increases the operating costs of the Lindero Mine as fewer pesos are available to meet expenses denominated in local currency. A blue chip swap allows an exporter to use 20% of export proceeds to access the ‘blue dollar’ rate and partially offset this impact.

A blue chip swap is executed through the purchase of a US dollar denominated bond on an Argentine exchange and then immediately selling the peso denominated equivalent which provides a superior exchange rate to the official one. As a blue chip swap is executed through the acquisition and sale of bonds, IFRS requires that it be recognized as an investment gain in the income statement creating a mismatch between the impact to cost of sales from peso appreciation and the relief provided by the government. Management believes including the gains on blue chip swaps in the AISC calculation addresses this mismatch and provides better information to the end user of our financial statements and MD&A as it provides a more accurate view of the sustaining costs of producing an ounce of gold in Argentina.

The gain on blue chip swaps has been included in both the Q4 and full year 2024 AISC calculation for Lindero and on a consolidated basis, as well as all comparable periods as required under National Instrument 52-112 Non-IFRS and Other Financial Measures Disclosures. The gains on blue chip swaps have been disclosed as a separate line item in the reconciliation tables below to provide transparency as to the nature of change and the impact on the calculation of AISC.

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.

Fortuna | 28

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 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
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, gains from blue-chip swaps and brownfield exploration expenditures are added to the cash cost. AISC is estimated at realized metal prices.
AISC per Ounce Sold	This ratio is calculated by dividing AISC by gold or silver equivalent ounces sold in the period.
All-In Costs	All-In Costs is calculated consistently with AISC but is inclusive of non-sustaining capital.
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.	Fortuna	29

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 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
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	Management believes that in addition to conventional measures prepared in accordance with IFRS, the Company and certain investors and analysts use this information and information obtained from conventional IFRS measures to evaluate the Company’s performance.
Adjusted EBITDA	Adjusted EBITDA is a non-IFRS measure which is calculated as net income before interest, taxes, depreciation, and amortization, adjusted to exclude specific items that are significant, but not reflective of the Company's underlying operations, such as foreign exchange gains (losses) related to the construction of the Séguéla Mine, gains and losses and other one-time costs related to acquisitions, impairment charges (reversals), unrealized gains (losses) on derivatives and certain non-recurring items, included in “Other expenses” on the Consolidated Income Statement. Other companies may calculate Adjusted EBITDA differently.	Net Income	Management believes that adjusted EBITDA provides valuable information as an indicator of the Company’s ability to generate operating cash flow to fund working capital needs, service debt obligations and fund capital expenditures. Adjusted EBITDA is also a common metric that provides additional information used by investors and analysts for valuation purposes based on an observed or inferred relationship between adjusted EBITDA and market value.
Working Capital	Working capital is non-IFRS measure which is calculated by subtracting current liabilities from current assets.	Current Assets, Current Liabilities	Management believes that working capital is a useful indicator of the liquidity of the Company.
Net Debt	Net debt is a Non-IFRS measure which is calculated by adding together current and long term debt and then subtracting cash and cash equivalents.	Current Debt, Long Term Debt, Cash and Cash Equivalents	Management believes that net debt is a useful indicator of the liquidity of the Company.

Fortuna | 30

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

Cash Cost per Ounce of Gold Equivalent Sold

The following tables presents a reconciliation of cash cost per ounce of gold equivalent sold to the cost of sales in the 2024 Financial Statements for the three and twelve months ended December 31, 2024 and 2023:


Cash Cost Per Gold Equivalent Ounce Sold - Q4 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	47,380		40,610		58,956		28,547		19,866		195,361
Inventory adjustment	(4,704)		1,487		—		(1,366)		—		(4,583)
Depletion, depreciation, and amortization	(13,314)		(12,783)		(28,828)		(2,623)		(4,295)		(61,843)
Royalties and taxes	(79)		(5,346)		(6,377)		(801)		(222)		(12,825)
By-product credits	(973)		—		—		—		—		(973)
Other	—		—		—		(1)		(1,624)		(1,625)
Treatment and refining charges	—		—		—		720		2,965		3,685
Cash cost applicable per gold equivalent ounce sold	28,310		23,968		23,751		24,476		16,690		117,195
Ounces of gold equivalent sold	26,629		29,509		36,384		11,051		11,863		115,436
Cash cost per ounce of gold equivalent sold (/oz)	1,063		812		653		2,215		1,407		1,015
Gold equivalent was calculated using the realized prices for gold of 2,661/oz Au, 31.3/oz Ag, 2,009/t Pb, and 3,046/t Zn for Q4 2024.
Figures may not add due to rounding

All values are in US Dollars.


Cash Cost Per Gold Equivalent Ounce Sold - Q4 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	57,913		49,598		46,239		41,108		18,599		213,457
Inventory adjustment	(7,884)		(3,033)		—		(4,554)		—		(15,471)
Depletion, depreciation, and amortization	(15,061)		(15,345)		(25,972)		(11,351)		(3,466)		(71,195)
Royalties and taxes	(3,916)		(4,437)		(6,364)		(815)		(227)		(15,759)
By-product credits	(4,183)		—		—		—		—		(4,183)
Other	—		—		—		344		(397)		(53)
Treatment and refining charges	—		—		—		1,505		4,241		5,746
Cash cost applicable per gold equivalent ounce sold	26,869		26,783		13,903		26,237		18,750		112,542
Ounces of gold equivalent sold	28,779		28,229		43,018		17,650		16,236		133,912
Cash cost per ounce of gold equivalent sold (/oz)	934		949		323		1,487		1,155		840
Gold equivalent was calculated using the realized prices for gold of 1,990/oz Au, 23.3/oz Ag, 2,137/t Pb, and 2,499/t Zn for Q4 2023.
Figures may not add due to rounding

All values are in US Dollars.

Fortuna | 31

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)


Cash Cost Per Gold Equivalent Ounce Sold - Year 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	159,789		172,056		211,062		102,492		73,030		718,431
Inventory adjustment	(4,930)		(1,365)		—		(770)		—		(7,065)
Depletion, depreciation, and amortization	(50,114)		(49,705)		(107,039)		(4,737)		(15,942)		(227,537)
Royalties and taxes	(537)		(21,128)		(23,622)		(3,011)		(1,172)		(49,470)
By-product credits	(3,232)		—		—		—		—		(3,232)
Other	—		—		—		—		(2,583)		(2,583)
Treatment and refining charges	—		—		—		3,261		8,732		11,993
Cash cost applicable per gold equivalent ounce sold	100,976		99,858		80,401		97,235		62,065		440,535
Ounces of gold equivalent sold	96,059		116,130		137,753		45,136		51,140		446,217
Cash cost per ounce of gold equivalent sold (/oz)	1,051		860		584		2,154		1,214		987
Gold equivalent was calculated using the realized prices for gold of 2,401/oz Au, 28.0/oz Ag, 2,072/t Pb, and 2,786/t Zn for Year 2024.
Figures may not add due to rounding

All values are in US Dollars.


Cash Cost Per Gold Equivalent Ounce Sold - Year 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	176,696		186,757		79,472		140,068		69,408		652,401
Inventory adjustment	(7,870)		(3,859)		—		(4,554)		—		(16,283)
Depletion, depreciation, and amortization	(51,258)		(73,064)		(40,529)		(40,028)		(13,314)		(218,193)
Royalties and taxes	(14,958)		(14,678)		(10,932)		(4,390)		(1,078)		(46,036)
By-product credits	(7,921)		—		—		—		—		(7,921)
Other	—		—		—		253		(1,692)		(1,439)
Treatment and refining charges	—		—		—		4,352		19,974		24,326
Cash cost applicable per gold equivalent ounce sold	94,689		95,156		28,011		95,701		73,298		386,855
Ounces of gold equivalent sold	102,896		117,676		78,521		80,458		63,229		442,780
Cash cost per ounce of gold equivalent sold (/oz)	920		809		357		1,189		1,159		874
Gold equivalent was calculated using the realized prices for gold of 1,948/oz Au, 23.4/oz Ag, 2,155/t Pb, and 2,706/t Zn for year 2023.
Figures may not add due to rounding

All values are in US Dollars.

Fortuna | 32

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 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 shows a breakdown of the all-in sustaining cash cost per ounce of gold equivalent sold for the three and twelve months ended December 31, 2024 and 2023:


AISC Per Gold Equivalent Ounce Sold - Q4 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	28,310		23,968		23,751		24,476		16,690		—		117,195
Inventory net realizable value adjustment	—		(829)		—		1,366		—		—		537
Royalties and taxes	79		5,346		6,377		801		222		—		12,825
Worker's participation	—		—		—		—		1,733		—		1,733
General and administration	3,026		503		2,549		1,364		1,391		9,666		18,499
Stand-by	—		—		—		—		—		—		—
Total cash costs	31,415		28,988		32,677		28,007		20,036		9,666		150,789
Sustaining capital1	19,869		9,430		17,396		171		8,338		—		55,204
Blue chips gains (investing activities)1	(1,406)		—		—		—		—		—		(1,406)
All-in sustaining costs	49,878		38,418		50,073		28,178		28,374		9,666		204,587
Gold equivalent ounces sold	26,629		29,509		36,384		11,051		11,863		—		115,436
All-in sustaining costs per ounce	1,873		1,302		1,376		2,550		2,392		—		1,772
Gold equivalent was calculated using the realized prices for gold of 2,661/oz Au, 31.3/oz Ag, 2,009/t Pb, and 3,046/t Zn for Q4 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 - Q4 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	26,869		26,783		13,903		26,237		18,750		—		112,542
Inventory net realizable value adjustment	—		—		—		—		—		—		—
Royalties and taxes	3,916		4,437		6,364		815		227		—		15,759
Worker's participation	—		—		—		(430)		399		—		(31)
General and administration	2,833		(336)		1,398		1,789		1,344		12,603		19,631
Stand-by	—		2,700		—		—		—		—		2,700
Total cash costs	33,618		33,584		21,665		28,411		20,720		12,603		150,601
Sustaining capital1	11,205		14,958		10,050		4,693		10,513		—		51,419
Blue chips gains (investing activities)1	(12,395)		—		—		—		—		—		(12,395)
All-in sustaining costs	32,428		48,542		31,715		33,104		31,233		12,603		189,625
Gold equivalent ounces sold	28,779		28,229		43,018		17,650		16,236		—		133,912
All-in sustaining costs per ounce2	1,127		1,720		737		1,876		1,924		—		1,416
Gold equivalent was calculated using the realized prices for gold of 1,990/oz Au, 23.3/oz Ag, 2,137/t Pb, and 2,499/t Zn for Q4 2023.
Figures may not add due to rounding
1 Presented on a cash basis
2 The composition of AISC was revised in Q4 2024 and the comparative period was updated to reflect the change. Refer to “Non-IFRS Financial Measures – All-in Sustaining Cost Per Gold Equivalent Ounce Sold” for a description of the calculation and the reason for the change

All values are in US Dollars.

Fortuna | 33

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)


AISC Per Gold Equivalent Ounce Sold - Year 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	100,976		99,858		80,401		97,235		62,065		—		440,535
Inventory net realizable value adjustment	—		948		—		1,366		—		—		2,314
Royalties and taxes	537		21,128		23,622		3,011		1,172		—		49,470
Worker's participation	—		—		—		—		3,094		—		3,094
General and administration	12,121		1,785		9,266		6,213		5,263		38,928		73,576
Stand-by	—		—		—		—		—		—		—
Total cash costs	113,634		123,719		113,289		107,825		71,594		38,928		568,989
Sustaining capital1	68,276		34,154		45,565		846		23,897		—		172,738
Blue chips gains (investing activities)1	(9,716)		—		—		—		—		—		(9,716)
All-in sustaining costs	172,194		157,873		158,854		108,671		95,491		38,928		732,011
Gold equivalent ounces sold	96,059		116,130		137,753		45,136		51,140		—		446,217
All-in sustaining costs per ounce	1,793		1,359		1,153		2,408		1,867		—		1,640
Gold equivalent was calculated using the realized prices for gold of 2,401/oz Au, 28.0/oz Ag, 2,072/t Pb, and 2,786/t Zn for Year 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 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	94,689		95,156		28,011		95,701		73,298		—		386,855
Inventory net realizable value adjustment	—		334		—		—		—		—		334
Royalties and taxes	14,958		14,678		10,932		4,390		1,078		—		46,036
Worker's participation	—		—		—		(316)		1,927		—		1,611
General and administration	9,624		919		4,510		7,040		4,810		35,903		62,806
Stand-by	—		5,699		—		4,084		—		—		9,783
Total cash costs	119,271		116,786		43,453		110,899		81,113		35,903		507,425
Sustaining capital1	41,751		59,613		16,241		19,111		23,743		—		160,459
Blue chips gains (investing activities)1	(12,395)		—		—		—		—		—		(12,395)
All-in sustaining costs	148,627		176,399		59,694		130,010		104,856		35,903		655,489
Gold equivalent ounces sold	102,896		117,676		78,521		80,458		63,229		—		442,780
All-in sustaining costs per ounce2	1,444		1,499		760		1,616		1,658		—		1,480
Gold equivalent was calculated using the realized prices for gold of 1,948/oz Au, 23.4/oz Ag, 2,155/t Pb, and 2,706/t Zn for year 2023.
Figures may not add due to rounding
1 Presented on a cash basis
2 The composition of AISC was revised in Q4 2024 and the comparative period was updated to reflect the change. Refer to “Non-IFRS Financial Measures – All-in Sustaining Cost Per Gold Equivalent Ounce Sold” for a description of the calculation and the reason for the change

All values are in US Dollars.

Fortuna | 34

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

Production Cash Cost per Payable Ounce of Silver Equivalent Sold

The following tables present a reconciliation of production cash cost per tonne and cash cost per payable ounce of silver equivalent sold to the cost of sales in the 2024 Financial Statements for the three and twelve months ended December 31, 2024 and 2023:


Cash Cost Per Silver Equivalent Ounce Sold - Q4 2024	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales		28,547		19,866		48,413
Inventory adjustment		(1,366)		—		(1,366)
Depletion, depreciation, and amortization		(2,623)		(4,295)		(6,918)
Royalties and taxes		(801)		(222)		(1,023)
Other		(1)		(1,624)		(1,625)
Treatment and refining charges		720		2,965		3,685
Cash cost applicable per silver equivalent sold		24,476		16,690		41,166
Ounces of silver equivalent sold^1^		941,072		1,009,804		1,950,876
Cash cost per ounce of silver equivalent sold ($/oz)		26.01		16.53		21.10
1 Silver equivalent sold for Q4 2024 for San Jose is calculated using a silver to gold ratio of 85.2:1. Silver equivalent sold for Q4 2024 for Caylloma is calculated using a silver to gold ratio of 0.0:1, silver to lead ratio of 1:34.3 pounds, and silver to zinc ratio of 1:22.6 pounds.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures may not add due to rounding


Cash Cost Per Silver Equivalent Ounce Sold - Q4 2023	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales		41,108		18,599		59,707
Inventory adjustment		(4,554)		—		(4,554)
Depletion, depreciation, and amortization		(11,351)		(3,466)		(14,817)
Royalties and taxes		(815)		(227)		(1,042)
Other		344		(397)		(53)
Treatment and refining charges		1,505		4,241		5,746
Cash cost applicable per silver equivalent sold		30,791		18,750		49,541
Ounces of silver equivalent sold^1^		1,505,763		1,398,062		2,903,825
Cash cost per ounce of silver equivalent sold ($/oz)		20.45		13.42		17.06
^1^ Silver equivalent sold for Q4 2023 for San Jose is calculated using a silver to gold ratio of 84.9:1. Silver equivalent sold for Q4 2023 for Caylloma is calculated using a silver to gold ratio of 0.0:1, silver to lead ratio of 1:23.8 pounds, and silver to zinc ratio of 1:20.3 pounds.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures have been restated to remove Right of Use
Figures may not add due to rounding


Cash Cost Per Silver Equivalent Ounce Sold - Year 2024	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales		102,492		73,030		175,522
Inventory adjustment		(770)		—		(770)
Depletion, depreciation, and amortization		(4,737)		(15,942)		(20,679)
Royalties and taxes		(3,011)		(1,172)		(4,183)
Other		—		(2,583)		(2,583)
Treatment and refining charges		3,261		8,732		11,993
Cash cost applicable per silver equivalent sold		97,235		62,065		159,300
Ounces of silver equivalent sold^1^		3,851,400		4,396,445		8,247,845
Cash cost per ounce of silver equivalent sold ($/oz)		25.25		14.12		19.31
1 Silver equivalent sold for Year 2024 for San Jose is calculated using a silver to gold ratio of 84.9:1. Silver equivalent sold for Year 2024 for Caylloma is calculated using a silver to gold ratio of 80.1:1, silver to lead ratio of 1:29.7 pounds, and silver to zinc ratio of 1:22.1 pounds.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures may not add due to rounding

Fortuna | 35

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)


Cash Cost Per Silver Equivalent Ounce Sold - Year 2023	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales		140,068		69,408		209,476
Inventory adjustment		(4,554)		—		(4,554)
Depletion, depreciation, and amortization		(40,028)		(13,314)		(53,342)
Royalties and taxes		(4,390)		(1,078)		(5,468)
Other		253		(1,692)		(1,439)
Treatment and refining charges		4,352		19,974		24,326
Cash cost applicable per silver equivalent sold		95,701		73,298		168,999
Ounces of silver equivalent sold^1^		6,700,419		5,269,540		11,969,959
Cash cost per ounce of silver equivalent sold ($/oz)		14.28		13.91		14.12
1 Silver equivalent sold for year 2023 for San Jose is calculated using a silver to gold ratio of 83.1:1. Silver equivalent sold for year 2023 for Caylloma is calculated using a silver to gold ratio of 81.4:1, silver to lead ratio of 1:23.9 pounds, and silver to zinc ratio of 1:19.0 pounds.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures have been restated to remove Right of Use
Figures may not add due to rounding

Fortuna | 36

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

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

The following tables show a breakdown of the all-in sustaining cash cost per payable ounce of silver equivalent sold for the three and twelve months ended December 31, 2024 and 2023:


AISC Per Silver Equivalent Ounce Sold - Q4 2024	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold		24,476		16,690		41,166
Inventory net realizable value adjustment		1,366		—		1,366
Royalties and taxes		801		222		1,023
Worker's participation		—		1,733		1,733
General and administration		1,364		1,391		2,755
Stand-by		—		—		—
Total cash costs		28,007		20,036		48,043
Sustaining capital^3^		171		8,338		8,509
All-in sustaining costs		28,178		28,374		56,552
Silver equivalent ounces sold^1^		941,072		1,009,804		1,950,876
All-in sustaining costs per ounce^2^		29.94		28.10		28.99
1 Silver equivalent sold for Q4 2024 for San Jose is calculated using a silver to gold ratio of 85.2:1. Silver equivalent sold for Q4 2024 for Caylloma is calculated using a silver to gold ratio of 0.0:1, silver to lead ratio of 1:34.3 pounds, and silver to zinc ratio of 1:22.6 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis


AISC Per Silver Equivalent Ounce Sold - Q4 2023	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold		26,237		18,750		44,987
Inventory net realizable value adjustment		—		—		—
Royalties and taxes		815		227		1,042
Worker's participation		(430)		399		(31)
General and administration		1,789		1,344		3,133
Stand-by		—		—		—
Total cash costs		28,411		20,720		49,131
Sustaining capital^3^		4,693		10,513		15,206
All-in sustaining costs		33,104		31,233		64,337
Silver equivalent ounces sold^1^		1,505,763		1,398,062		2,903,825
All-in sustaining costs per ounce^2^		21.98		22.34		22.16
1 Silver equivalent sold for Q4 2023 for San Jose is calculated using a silver to gold ratio of 84.9:1. Silver equivalent sold for Q4 2023 for Caylloma is calculated using a silver to gold ratio of 0.0:1, silver to lead ratio of 1:23.8 pounds, and silver to zinc ratio of 1:20.3 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis

Fortuna | 37

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)


AISC Per Silver Equivalent Ounce Sold - Year 2024	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold		97,235		62,065		159,300
Inventory net realizable value adjustment		1,366		—		1,366
Royalties and taxes		3,011		1,172		4,183
Worker's participation		—		3,094		3,094
General and administration		6,213		5,263		11,476
Stand-by		—		—		—
Total cash costs		107,825		71,594		179,419
Sustaining capital^3^		846		23,897		24,743
All-in sustaining costs		108,671		95,491		204,162
Silver equivalent ounces sold^1^		3,851,400		4,396,445		8,247,845
All-in sustaining costs per ounce^2^		28.22		21.72		24.75
1 Silver equivalent sold for Year 2024 for San Jose is calculated using a silver to gold ratio of 84.9:1. Silver equivalent sold for Year 2024 for Caylloma is calculated using a silver to gold ratio of 80.1:1, silver to lead ratio of 1:29.7 pounds, and silver to zinc ratio of 1:22.1 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis


AISC Per Silver Equivalent Ounce Sold - Year 2023	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold		95,701		73,298		168,999
Inventory net realizable value adjustment		—		—		—
Royalties and taxes		4,390		1,078		5,468
Worker's participation		(316)		1,927		1,611
General and administration		7,040		4,810		11,850
Stand-by		4,084		—		4,084
Total cash costs		110,899		81,113		192,012
Sustaining capital^3^		19,111		23,743		42,854
All-in sustaining costs		130,010		104,856		234,866
Silver equivalent ounces sold^1^		6,700,419		5,269,540		11,969,959
All-in sustaining costs per ounce^2^		19.40		19.90		19.62
1 Silver equivalent sold for year 2023 for San Jose is calculated using a silver to gold ratio of 83.1:1. Silver equivalent sold for year 2023 for Caylloma is calculated using a silver to gold ratio of 81.4:1, silver to lead ratio of 1:23.9 pounds, and silver to zinc ratio of 1:19.0 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis

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 twelve months ended December 31, 2024 and 2023:


		Three months ended December 31,				Years ended December 31,
(Expressed in millions)	2024		2023		2024		****	2023

Net cash provided by operating activities		150.3		105.1		365.7			296.9
Closure and rehabilitation provisions		3.3		-		5.6			-
Séguéla, working capital		-		-		-			4.4
Additions to mineral properties, plant and equipment		(51.0)		(46.3)		(154.1)			(143.6)
Gain on blue chip swap investments		1.4		12.4		9.7			12.4
Right of use payments		(5.9)		(5.0)		(20.7)			(16.6)
Other adjustments		(2.5)		-		(3.3)			-
Free cash flow from ongoing operations		95.6		66.2		202.9			153.5

Figures may not add due to rounding

Fortuna | 38

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 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 twelve months ended December 31, 2024 and 2023:


		Three months ended December 31,				Years ended December 31,
(Expressed in millions)	2024		2023		2024		2023
Net income		15.1		(89.8)		141.9		(43.6)
Adjustments, net of tax:
Community support provision and accruals^1^		(0.1)		(0.4)		(0.4)		(0.5)
Write off of mineral properties		12.9		4.0		12.9		4.5
Unrealized loss (gain) on derivatives		-		0.1		-		(0.3)
Income tax, convertible debentures		-		-		(12.0)		-
Impairment of mineral properties, plant and equipment		-		90.6		-		90.6
San Jose ARO adjustment		7.2		-		7.2		-
Inventory adjustment		4.8		13.5		6.8		14.2
Accretion on right of use assets		1.1		0.5		3.8		3.3
Other non-cash/non-recurring items		(0.4)		4.9		(2.9)		4.4
Adjusted net income		40.6		23.4		157.3		72.6
^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 twelve months ended December 31, 2024 and 2023:


	Three months ended December 31,					Years ended December 31,
(Expressed in millions)	2024		2023		2024		2023
Net income		15.1		(89.8)		141.9		(43.6)
Adjustments:
Community support provision and accruals		(0.1)		(0.5)		(0.6)		(0.7)
Inventory adjustment		4.6		15.4		7.1		16.3
Foreign exchange loss, Séguéla Mine		-		-		-		0.8
Net finance items		6.2		7.5		25.6		21.8
Depreciation, depletion, and amortization		62.6		71.6		230.0		219.6
Income taxes		33.0		17.0		70.3		32.6
Write off of mineral properties		14.5		5.3		14.5		6.0
Impairment of mineral properties, plant and equipment		-		90.6		-		90.6
San Jose ARO adjustment		7.2		-		7.2		-
Other non-cash/non-recurring items		(5.2)		3.2		(19.1)		(8.3)
Adjusted EBITDA		137.9		120.3		476.9		335.1

Figures may not add due to rounding

Fortuna | 39

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

Adjusted Attributable Net Income

The following table presents a reconciliation of Adjusted Attributable Net Income from attributable net income, the most directly comparable IFRS measure, for the three and twelve months ended December 31, 2024 and 2023:


		Three months ended December 31,				Years ended December 31,
(Expressed in millions)	2024		2023		2024		2023
Net income attributable to shareholders		11.3		(92.3)		128.7		(50.8)
Adjustments, net of tax:
Community support provision and accruals^1^		(0.1)		(0.4)		(0.4)		(0.5)
Foreign exchange loss, Séguéla Mine^2^		-		0.1		-		-
Write off of mineral properties		12.9		4.0		12.9		4.5
Unrealized loss (gain) on derivatives		-		0.1		-		(0.3)
Income tax, convertible debentures		-		-		(12.0)		-
Impairment of mineral properties, plant and equipment		-		90.6		-		90.6
San Jose ARO adjustment		7.2		-		7.2		-
Inventory adjustment		5.0		13.2		6.7		13.9
Accretion on right of use assets		1.0		0.5		3.7		3.1
Other non-cash/non-recurring items		(0.3)		4.8		(2.8)		4.4
Adjusted attributable net income		37.0		20.6		144.0		64.9
^1^Amounts are recorded in Cost of sales

Net Debt

The following table presents a calculation of net debt as at December 31, 2024:



(Expressed in millions except Total net debt to Adjusted EBITDA ratio)	As at December 31, 2024
2024 Convertible Notes		172.5
Less: Cash and Cash Equivalents		(231.3)
Total net debt^1^		(58.8)
Adjusted EBITDA (last four quarters)		476.9
Total net debt to adjusted EBITDA ratio		-0.1:1
^1^Excluding letters of credit

Working Capital

The following table presents a calculation of working capital as at December 31, 2024 and 2023:


	As at December 31,
	2024		2023
Current Assets		486.2		333.3
Current Liabilities		256.0		243.8
Working Capital		230.2		89.6
Figures may not add due to rounding

Fortuna | 40

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

Qualified Person

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

Other Information, Risks and Uncertainties

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

RISKS AND UNCERTAINTIES

The following is a discussion of risk factors relevant to the Company’s operations and future financial performance. Additional risks not currently known by the Company, or that the Company currently deems immaterial, may also impair the Company’s operations. You should carefully consider the risks and uncertainties described below as well as the other information contained and incorporated by reference in this MD&A.

The Company is exposed to many risks in conducting its business, including, but not limited, to metal price risk as the Company derives its revenue from the sale of gold, silver, lead and zinc; credit risk in the normal course of business; foreign exchange risk as the Company reports its financial statements in U.S. dollars, whereas the Company operates in jurisdictions that conducts its business in other currencies; the inherent risks of uncertainties in estimating mineral reserves and mineral resources; rising rates of inflation which impact the costs of production; political risks, capital controls risk and the limitations on the repatriation of operating cash flows, environmental risks; risks related to the ability of the Company to obtain permits for its operations, and risks related to its relations with employees. Before deciding to invest in securities of the Company, investors should consider carefully such risks and uncertainties.

Foreign Jurisdiction Risk

As at the date of the MD&A, the Company has four operating mines and exploration activities in Argentina, Burkina Faso, Côte d'Ivoire, Mexico, Peru, and the preliminary economic assessment stage Diamba Sud gold project in Senegal. All these jurisdictions are potentially subject to a number of political and economic risks as described below, including risk specific to operating in West Africa. The Company is unable to determine the impact of these risks on its future financial position or results of operations, and the Company’s exploration, development, and production activities may be substantially affected by factors outside of the Company’s control. These potential factors include but are not limited to royalty and tax increases or claims by governmental bodies, expropriation or nationalization, lack of an independent judiciary, foreign exchange controls, capital and currency controls, import and export regulations, cancellation or renegotiation of contracts, and environmental and permitting regulations. The Company has no political risk insurance coverage against these risks.

The majority of the Company’s production and revenue to December 31, 2024 was derived from its operations in Argentina, Mexico, Burkina Faso, Côte d'Ivoire, and Peru. As the Company’s business is carried on in a number of developing countries, it is exposed to a number of risks and uncertainties, including the following: trend towards resource nationalization in certain West African countries as described below; expropriation or nationalization without adequate compensation, especially in Argentina which has a history of expropriation where the Company operates the Lindero Mine; changing political and fiscal regime, and economic and regulatory instability; unanticipated changes to royalty and tax regulations; unreliable and undeveloped infrastructure, labor unrest, and labor scarcity; difficulty procuring key equipment and components for equipment; import and export regulation and restrictions; the imposition of capital controls which may affect the repatriation of funds; high rates of inflation; extreme fluctuations in foreign exchange rates Fortuna | 41

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

and the imposition of currency controls; inability to obtain fair dispute resolution or judicial determination because of bias, corruption or abuse of power; difficulties enforcing judgments; difficulties understanding and complying with regulatory and legal framework with respect to ownership and maintenance of mineral properties, mines and mining operations; local opposition to mine development projects, which include the potential for violence, property damage and frivolous or vexatious claims; terrorism and hostage taking; military repression and increased likelihood of international conflicts or aggression; increased public health concerns.

On January 28, 2024, the Government of Burkina Faso, along with Mali and Niger, announced its intention to withdraw from the Economic Community of West Africa States (ECOWAS). The protocol to withdraw from ECOWAS takes up to one year to complete and there is significant uncertainty on how this will impact the economic and political situation in Burkina Faso. Burkina Faso has not yet announced an intention to withdraw from the West African Monetary Union (WAMU) which dictates free trade and the currency within the economic zone. Management will continue to monitor the situation and take the appropriate actions to limit risk as a result of the announcement.

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 risks which may result from the creation of this Alliance.

Risks of Operating in West Africa

Certain of the Company’s operations are currently conducted in West Africa, with the Séguéla Mine in Côte d’Ivoire, the Yaramoko Mine in Burkina Faso, and the Diamba Sud exploration project in Senegal, and, as such is common in other mining jurisdictions, the Company’s operations are exposed to various political, economic, and other risks and uncertainties. These risks and uncertainties include, but are not limited to: civil and ethnic unrest, war (including in neighboring countries), terrorist actions, hostage taking or detainment of personnel, military repression, criminal activity, nationalization, illegal mining, invalidation of governmental orders, failure to enforce existing laws, labor disputes, corruption, sovereign risk, political instability, the failure of foreign parties, courts or governments to honor or enforce contractual relations or uphold property rights, changing government regulations with respect to mining (including royalties, environmental requirements, labor, taxation, land tenure, foreign investments, income repatriation, and capital recovery), fluctuations in currency exchange and inflation rates, import and export restrictions, the expropriation of assets and property interests, currency controls and government regulations that favor or require the Company to award contracts in, employ citizens of, or purchase supplies from, a particular jurisdiction; as well as by laws and policies of Canada affecting foreign trade, investment and taxation.

As African governments continue to grapple with challenges in their public finance management systems, the strength of commodity prices has resulted in the gold mining sector being targeted as a source of revenue for the Governments, by enhancing tax collection and increasing the State free carried ownership interest in companies from within the extractive sector in particular. Governments are assessing the terms for mining company’s to exploit resources in their countries. Neighbouring countries such as Mali have also taken aggressive action to collect additional revenue from the extractive sector including detaining company officials and issuing arrest warrants based on the results of State audits. There is significant uncertainty that this kind of behaviour will not spread to other countries in West Africa where we operate.

African governments have also indicated their intentions to, or have modified their national mining codes. In July of 2024 the Government of Burkina Faso published a new mining code (the “2024 Mining Code”) and related Local Content law in the Official Journal. While the Company does not foresee a material change to our business in Burkina Faso based on its review of the 2024 Mining Code, it is expected that the government will release additional regulations and implement decrees that will clarify how the 2024 Mining Code and Local Content law should be applied to mining companies.

Fortuna | 42

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

On January 10, 2025 the Government of Côte d’Ivoire revised a portion of its Mining Code and increased the royalty on gold sales by 2%. The Government has indicated its intention to make further modifications to the national Mining Code. The Company continues to monitor the proposed reforms.

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.

Operations may also be impacted to varying degrees by the lack of certainty with respect to foreign legal systems, which may not be immune from the influence of political pressure, corruption, or other factors that are inconsistent with the rule of law. Businesses can become involved in lengthy court cases over simple issues when rulings are not clearly defined, and the poor drafting of laws and excessive delays in the legal process for resolving issues or disputes compound such problems. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in loss, reduction, or expropriation of entitlements. In addition, changes in government laws and regulations, including taxation, royalties, the repatriation of capital and profits, restrictions on production, export controls, changes in taxation policies, environmental and ecological compliance, expropriation of property and shifts in the political stability of the country, could adversely affect the Company’s exploration, development and production initiatives in these countries and their profitability.

Different economic and social issues exist in emerging markets which may affect the Company’s operating and financial results. For example, infectious diseases (including malaria, HIV/AIDS, tuberculosis, and the Ebola virus) are major health care issues in African countries. Workforce training and health programs to maximize prevention awareness and minimize the impact of infectious diseases in Africa may prove insufficient to adequately address these serious issues. Operations in some emerging countries of West Africa may also be subject to civil disturbances and criminal activities such as trespass, illegal mining, sabotage, theft, and vandalism. Any disturbances and criminal activities may cause disruptions at the Company’s operations, increase operating costs, result in harm to employees or trespassers, cause damage to production facilities or otherwise decrease operational efficiency, increase community tensions or result in criminal and/or civil liability for the Company or its respective employees and/or financial damages or penalties. In particular, the risks associated with civil unrest in the foreign jurisdictions and local communities in which the Company operates may lead to critical supply chain interruptions.

Any of the above events could delay or prevent the Company from exploring, permitting, developing operating, or its properties even if economic quantities of minerals are found and could have a material adverse impact upon the Company’s operations.

Estimating Mineral Resources and Mineral Reserves

There is a degree of uncertainty attributable to the estimation of Mineral Resources, Mineral Reserves, and expected mineral grades. Until mineral deposits are actually mined and processed, Mineral Resources and Mineral Reserves must be considered as estimates only. Any such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices.

Mineral Resources and Mineral Reserves may require revision based on actual production experience. Market fluctuations in the price of metals, as well as increased production costs and reduced metallurgical recovery rates, may render certain Mineral Reserves uneconomic and may ultimately result in a restatement of Mineral Resources and/or Mineral Reserves. Short-term operating factors relating to the Mineral Resources and Mineral Reserves, such as the need for sequential development of ore bodies, may adversely affect the Company’s profitability in any accounting period. Estimates of operating costs are based on assumptions including those relating to inflation and currency exchange, which may prove incorrect. Estimates of mineralization can be imprecise and depend upon geological interpretation and statistical Fortuna | 43

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

inferences drawn from drilling and sampling analysis, which may prove to be unreliable. In addition, the grade and/or quantity of precious metals ultimately recovered may differ from that indicated by drilling results. There can be no assurance that precious metals recovered in small scale tests will be duplicated in large scale tests under onsite conditions or in production scale. Amendments to mine plans and production profiles may be required as the amount of Mineral Resources changes or upon receipt of further information during the implementation phase of the project. Extended declines in market prices for gold, silver, and other metals may render portions of the Company’s mineralization uneconomic and result in reduced reported mineralization. Any material reduction in estimates of mineralization, or in the Company’s ability to develop its properties and extract and sell such minerals, could have a material adverse effect on the Company's results of operations or financial condition.

Mining Operations

The capital costs required by the Company’s operations and projects may be significantly higher than anticipated. Capital and operating costs, production and economic returns, and other estimates contained in the Company’s current technical reports may differ significantly from those provided for in future studies and estimates and from management guidance, and there can be no assurance that the Company’s actual capital and operating costs will not be higher than currently anticipated. In addition, delays to construction and exploration schedules may negatively impact the net present value and internal rates of return of the Company’s mineral properties as set forth in the applicable technical report. Similarly, there can be no assurance that historical rates of production, grades of ore processed, rates of recoveries or mining cash costs will not experience fluctuations or differ significantly from current levels over the course of the mining operations. In addition, there can be no assurance that the Company will be able to continue to extend the production from its current operations through exploration and drilling programs.

The operations of the Company are subject to all of the hazards and risks normally incidental to mining exploration, development and operational activities, including fire, explosions, floods, structural collapses, industrial accidents, unusual or unexpected geological conditions, ground control problems, power outages, pollution, industrial water shortages, inclement weather, cave-ins and mechanical equipment failure. Any such hazards could result in work stoppages, damage to or destruction of mines and other facilities, damage to life and property, environmental damage, and possible legal liability for any or all damages. While the Company maintains insurance against certain risks, potential claims could exceed policy limits or be excluded from coverage. There are also risks against which the Company cannot or may elect not to insure. The potential costs which could be associated with any liabilities not covered by insurance or in excess of insurance coverage may have a material adverse effect on the Company’s business, financial condition or results of operations.

Environmental Uncertainties

All phases of the Company’s operations are subject to environmental regulation in the various jurisdictions in which it operates. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species, and reclamation of lands disturbed by mining operations. The Company’s operations generate chemical and metals depositions in the form of tailings. The Company’s ability to obtain, maintain and renew permits and approvals, and to successfully develop and operate mines may be adversely affected by real or perceived impacts associated with the Company’s activities or of other mining companies that affect the environment, human health and safety. Environmental hazards may exist on the Company’s properties which are unknown to the Company at present and were caused by previous or existing owners or operators of the properties, for which the Company could be held liable. ****

Environmental legislation is evolving in a manner which is imposing stricter standards and enforcement, increased fines and penalties for non-compliance, in addition to more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Compliance with environmental laws and regulations may require significant capital outlays on behalf of the Company and may cause material changes or delays in the Company’s intended activities. Failure to comply with applicable environmental laws, Fortuna | 44

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities, causing operations to cease or be curtailed. Such enforcement actions may include the imposition of corrective measures requiring capital expenditure, installation of new equipment, or remedial action. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations.

The activities of the Company require licenses and permits from various governmental authorities. The Company currently has been granted the requisite licenses and permits to enable it to carry on its existing business and operations. However, there can be no assurance that the Company will be able to obtain all the necessary licenses and permits which may be required to carry out exploration, development and mining operations for its projects in the future. The Company might find itself in situations where the state of compliance with regulation and permits can be subject to interpretation and challenge from authorities that could carry risk of fines or temporary stoppage.

Safety and Security

The Company’s Yaramoko Mine is located in Burkina Faso and the Séguéla Mine is located in in Côte d’Ivoire. Following instability in recent years in several West African countries, the prevailing security environment in certain West African countries has deteriorated due to the presence of various militant secessionist and Islamist paramilitary groups, including the 2022 military coups in Burkina Faso and the coup in Niger in July of 2023. While additional measures have been implemented in response to ensure the security of its various assets, personnel, and contractors, and while the Company continues to cooperate with regional governments, their security forces, and third parties, there can be no assurance that these measures will be successful. Any failure to maintain the security of its assets, personnel, and contractors may have a material adverse effect on the Company’s business, prospects, financial condition, and results of operations. To date, neither employees nor operations have been impacted by the security situation in Burkina Faso.

While there is no reason to believe that the Company’s employees or operations will be targeted by criminal and/or terrorist activities in the countries in which we operate, risks associated with conducting business in the region, along with the increased perception that such incidents are likely to occur, may disrupt the Company’s operations, limit its ability to hire and keep qualified personnel, and impair its access to sources of capital or insurance on terms and at rates that are commercially viable. Furthermore, although the Company has developed procedures regarding the mitigation of such risks, due to the unpredictable nature of criminal and/or terrorist activities, there is no assurance that its efforts will be able to effectively mitigate such risks and safeguard the Company’s personnel and assets.

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. All of our trade receivables from concentrate sales are held with large international metals trading companies.

The Company’s cash and cash equivalents and short-term investments are held through large financial institutions. These investments mature at various dates within one year.

The Company’s maximum exposure to credit risk as at December 31, 2024 and 2023 is as follows:

Fortuna | 45

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)


As at	December 31, 2024		December 31, 2023
Cash and cash equivalents		231.3		128.1
Trade and other receivables		100.0		69.5
Income tax receivable		5.3		6.3
Other non-current receivables		33.2		18.7
		369.8		222.6

Figures may not add due to rounding

The carrying amount of financial assets recorded in the financial statements represents the Company’s maximum exposure to credit risk. We limit our exposure to counterparty credit risk on cash and term deposits by only dealing with financial institutions with high credit ratings and through our investment policy of purchasing only instruments with a high credit rating. Almost all of our concentrate is sold to large well-known concentrate buyers.

Metal Price Risk

The Company derives its revenue from the sale of silver, gold, lead, and zinc. The Company’s sales are directly dependent on metal prices, and metal prices have historically shown significant volatility that is beyond the Company’s control.

The following table illustrates the sensitivity to a +/-10% change in metal prices on the Company’s outstanding trade receivables as at December 31, 2024:


Metal	Change	Effect on Sales
Gold	+/- 10%	0.3
Silver	+/- 10%	0.5
Lead	+/- 10%	0.5
Zinc	+/- 10%	0.7

Changes in the market prices of the precious metals that the Company produces affects the Company’s profitability and cashflow. Metals prices can fluctuate due to many factors including, demand, the strength of the United States dollar, currency exchange rates, inflation, global mine production levels, other general price instability. Decrease in the market price of metals can also significantly affect the value of the Company’s metal inventory, stockpiles and leach pads, and it may be necessary to record a write-down to the net realizable value as well as significantly impact the carrying value of Company’s assets.

The zinc and lead contracts are derivative financial instruments and are not accounted for as designated hedges. They were initially recognized at fair value on the date on which the related derivative contracts were entered into and are subsequently re-measured to estimated fair value. Any gains or losses arising from changes in the fair value of the derivatives are credited or charged to profit or loss.

Currency Risk

The Company is exposed to fluctuations in foreign exchange rates as a portion of our expenses are incurred in Canadian Dollars, Peruvian Soles, Argentine Pesos, Mexican Pesos, Euros, Australian dollars, and West African CFA Francs. A significant change in the foreign exchange rates between the United States dollar relative to the other currencies could have a material effect on the Company’s profit or loss, financial position, or cash flows.

Fortuna | 46

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

The following table summarizes the sensitivity to a +/-10% change in foreign currency exchange rates on the Company’s foreign currency exposure as at December 31, 2024:


Currency of foreign denominated items	Change	Effect
Mexican pesos	+/- 10%	1.2
Peruvian soles	+/- 10%	0.4
Argentine pesos	+/- 10%	0.6
Canadian dollars	+/- 10%	1.2
West African CFA francs	+/- 10%	1.2
Australian dollar	+/- 10%	0.1
Euros	+/- 10%	0.4

Due to the volatility of the exchange rate for Argentine Peso, the Company is applying additional measures in cash management to minimize potential losses arising from the conversion of funds. As discussed below in the capital management section, the Company is required to convert the equivalent value into Argentine Pesos from the export of all gold doré sold from the Lindero Mine. In addition, the Company would be required to obtain the prior consent of the Argentine Central Bank for the payment of cash dividends and distributions of profits out of Argentina.

Through 2024 the Milei government introduced a 2% crawling peg on the devaluation of the Argentine Peso as part of its reforms to combat inflation in the country. The crawling peg was reduced to 1% in early 2025. The change in macro-economic policy resulted in appreciation of the Argentine Peso relative to the US Dollar impacting Peso denominated costs. There remains considerable uncertainty of how future macro-economic intervention by the Argentine government will impact the value of the Peso relative to the US Dollar.

The following tables summarize the Company’s exposure to currency risk through the following assets and liabilities denominated in foreign currencies:


As at December 31, 2024 (In millions of local currency)	Canadian<br>dollars	Peruvian<br>soles	Mexican<br>pesos	Argentine<br>pesos	West African CFA Francs	Australian <br>Dollars	Euro
Cash and cash equivalents	0.9	6.0	30.1	123.8	18,192.2	0.2	2.9
Marketable securities	0.2	-	-	-	-	-	-
Restricted cash	-	-	-	-	293.3	-	-
Trade and VAT receivables	0.2	5.0	77.1	18,844.9	27,131.8	-	-
Income tax receivable	-	12.8	84.0	-	-	-	-
VAT - long-term receivable	-	-	54.8	-	16,238.0	-	-
Trade and other payables	(19.9)	(27.1)	(262.0)	(9,840.6)	(51,995.7)	(2.5)	(7.0)
Provisions, current	-	(4.3)	(89.8)	(2,306.5)	-	-	-
Income tax payable	-	-	(5.4)	-	(1,274.8)	-	-
Provisions, non-current	-	(8.5)	(161.7)	-	-	-	-
Total foreign currency exposure	(18.6)	(16.1)	(272.9)	6,821.6	8,584.8	(2.3)	(4.1)
US$ equivalent of foreign currency exposure	(13.0)	(4.3)	(13.5)	6.6	13.7	(1.5)	(4.2)
Figures may not add due to rounding

Fortuna | 47

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)


As at December 31, 2023 (In millions of local currency)	Canadian<br>dollars	Peruvian<br>soles	Mexican<br>pesos	Argentine<br>pesos	West African CFA Francs	Australian <br>Dollars	Euro
Cash and cash equivalents	0.5	6.9	8.8	1,092.7	39,898.0	-	-
Marketable securities	0.1	-	-	-	-	-	-
Restricted cash	-	-	-	-	573.8	-	-
Trade and VAT receivables	0.4	1.7	114.2	9,554.2	16,584.8	(0.1)	-
Income tax receivable	-	28.1	84.1	-	-	-	-
VAT - long-term receivable	-	-	64.3	-	5,582.8	-	-
Trade and other payables	(18.7)	(51.3)	(174.0)	(6,605.6)	(18,465.1)	(1.3)	(2.5)
Provisions, current	-	(5.9)	(21.4)	(1,334.1)	-	-	-
Income tax payable	-	-	(28.1)	-	(2,136.2)	-	-
Other liabilities	(0.2)	-	(121.2)	-	-	-	-
Provisions, non-current	-	(13.9)	(107.6)	-	-	-	-
Total foreign currency exposure	(17.9)	(34.4)	(180.9)	2,707.2	42,038.1	(1.4)	(2.5)
US$ equivalent of foreign currency exposure	(13.5)	(9.3)	(10.7)	3.4	70.9	(0.9)	(2.8)
Figures may not add due to rounding

Liquidity Risk

Liquidity risk is the risk that we will not be able to meet our financial obligations as they come due. We manage our liquidity risk by continually monitoring forecasted and actual cash flows. We have in place a planning and budgeting process to help determine the funds required to support our normal operating requirements and our development plans. We aim to maintain sufficient liquidity to meet our short term business requirements, taking into account our anticipated cash flows from operations, our holdings of cash and cash equivalents, and our committed and anticipated liabilities.

The Company manages its liquidity risk by continuously monitoring forecasted and actual cashflows. A rigorous reporting, planning, and budgeting process is in place to help facilitate forecasting funding requirements, to support operations on an ongoing basis and with expansion plans, if any. See also “Liquidity and Capital Resources”.

As at December 31, 2024, the Company expects the following maturities of its financial liabilities, lease obligations, and other contractual commitments, excluding payments relating to interest:


	Expected payments due by year as at December 31, 2024
	Less than			After
	1 year	1 - 3 years	4 - 5 years	5 years	Total
Trade and other payables	151.6	-	-	-	151.6
Debt	-	-	172.5	-	172.5
Closure and reclamation provisions	4.8	28.3	11.8	38.7	83.6
Income taxes payable	80.1	-	-	-	80.1
Lease obligations	24.8	45.9	4.9	6.6	82.2
Other liabilities	-	4.1	-	-	4.1
Total	261.3	78.3	189.2	45.3	574.1
Figures may not add due to rounding

Fortuna | 48

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

Capital Management

Effective December 23, 2019, changes to Argentina’s tax laws proposed by the new Argentine Government were implemented. The changes ratified and extended legislation which was to expire on December 31, 2019 and allow the Argentine Central Bank to regulate funds coming into and flowing out of Argentina in order to maintain stability and support the economic recovery of the country. These capital controls, together with additional temporary controls enacted on May 29, 2020, have the effect of requiring exporters to convert the equivalent value of foreign currency received from the export into Argentine Pesos; requiring the prior consent of the Argentine Central Bank to the payment of cash dividends and distributions of currency out of Argentina; requiring Argentine companies to convert foreign currency loans received from abroad into Argentine Pesos; and restricting the sale of Argentine Pesos for foreign currency. These changes have since ratified and extended legislation to December 31, 2025. . These provisions restrict the Company from holding funds in Argentina in United States dollars. Accordingly, the Company is required to convert the equivalent value of proceeds received in foreign currency from the export of all gold doré from the Lindero Mine, into Argentine Pesos. In addition, the Company is required to obtain the prior consent of the Argentine Central Bank to the payment of cash dividends and distributions of profits out of Argentina.


As at	December 31, 2024		December 31, 2023
Equity		1,403.9		1,238.4
Debt		126.0		206.8
Lease obligations		68.0		57.4
Less: cash and cash equivalents		(231.3)		(128.1)
		1,366.6		1,374.5
Figures may not add due to rounding

Other than the restrictions related to capital controls, and complying with the debt covenants under the Company’s credit facility, the Company is not subject to any externally imposed capital requirements. As at December 31, 2024, the Company was in compliance with its debt covenants.

Interest Rate Risk

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

Key Personnel

The Company is dependent on a number of key management and employee personnel. The Company’s ability to manage its exploration, development, construction, and operating activities, and hence its success, will depend in large part on the ability to retain current personnel and attract and retain new personnel, including management, technical, and unskilled employees. The loss of the services of one or more key management personnel, as well as a prolonged labor disruption, could have a material adverse effect on the Company’s ability to successfully manage and expand its affairs.

Claims and Legal Proceedings

The Company is subject to various claims and legal proceedings covering a wide range of matters that arise in the normal course of business. The Company may be subject to claims by local communities, indigenous groups, or private landowners relating to land and mineral rights, and such claimants may seek sizable monetary damages or seek the return of surface or mineral rights that may be valuable to the Company which may significantly impact operations and profitability, if lost. These matters are subject to various uncertainties and it is possible that some of these matters may be resolved with an unfavorable outcome to the Company. The Company does carry liability insurance coverage, but such coverage does not cover all risks to which the Company may be exposed to.

CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS

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

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

Changes in Accounting Policies

In May 2023, the IASB issued amendments to IAS 7 and IFRS 7, Supplier Finance Arrangements, to improve disclosures about supplier finance arrangements. The Company adopted these amendments effective January 1, 2024. The adoption of the amendments did not have a material impact on the Company's financial statements.

In September 2022, the IASB issued amendments to IFRS 16, Lease Liability in a Sale and Leaseback, to clarify how a seller-lessee subsequently measures the lease liability arising from a sale and leaseback transaction. The Company adopted these amendments effective January 1, 2024. The adoption of the amendments did not have a material impact on the Company's financial statements.

In January 2020 and October 2022, the IASB issued amendments to IAS 1, Classification of Liabilities as Current or Non-Current and Non-current Liabilities with Covenants, respectively. The amendments clarify that the classification should be based on the right to defer settlement that exists at the end of the reporting period, irrespective of management's expectations. The amendments also provide guidance on the definition of “settlement” and the impact of covenants on classification. The amendments are to be applied retrospectively to all periods presented. The Company adopted these amendments effective January 1, 2024. The adoption of the amendments did not have a material impact on the Company's financial statements..

Fortuna | 50

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

The Company evaluated, with the participation of its CEO and CFO, the effectiveness of its disclosure controls and procedures as of December 31, 2024 and concluded that they are effective.

Management’s Report on Internal Control over Financial Reporting

The Company’s internal control over financial reporting (“ICFR”) is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external reporting purposes in accordance with IFRS as issued by the International Accounting Standards Board. However, due to its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements and fraud.

Management assesses the effectiveness of the Company’s internal control over financial reporting using the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”). Management conducted an evaluation of the effectiveness of ICFR and concluded that it was effective as of December 31, 2024.

There have been no changes in the Company’s internal control over financial reporting during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company’s internal control over financial reporting as of December 31, 2024 has been audited by KPMG LLP, Independent Registered Public Accounting Firm, Vancouver, BC, Canada. The required report is included in the “Report of Independent Registered Public Accounting Firm,” that accompanies the Company’s audited consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023.

Fortuna | 51

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS ****

This MD&A and any documents incorporated by reference into this MD&A includes certain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the United States Securities Exchange Act of 1934, as amended, and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “Forward-looking Statements”). All statements included herein, other than statements of historical fact, are Forward-looking Statements and are often, but not always, identified by the use of words such as “anticipates”, “believes”, “plans”, “estimates”, “expects”, “forecasts”, “targets”, “possible”, “potential”, “intends”, “advance”, “goal”, “objective”, “projects”, “budget”, “calculates” or statements that events, “will”, “may”, “could” or “should” occur or be achieved and similar expressions, including negative variations. The Forward-looking Statements in this MD&A include, without limitation, statements relating to: Mineral Resource and Mineral Reserve estimates as they involve the implied assessment, based on estimates and assumptions that the resources and reserves described exist in the quantities predicted or estimated and can be profitably produced in the future; the Company's plans and expectations for its material properties and future exploration, development and operating activities, including, without limitation, capital expenditure, production and cash cost and all-in sustaining costs (“AISC”) estimates, exploration activities and budgets, forecasts and schedule estimates, as well as their impact on the results of operations or financial condition of the Company; estimated production forecasts for 2025; estimated costs; estimated cash costs and AISC and expenditures for 2025; estimated capital expenditures in 2025; estimated Brownfields and Greenfields expenditures in 2025; exploration plans; statements establishing sustainability and environmental targets, goals, and strategies, and the ability to meet the same; the future results of exploration activities; statements regarding the completion of the sale of the San Jose Mine and the right to receive additional payments upon the completion of certain conditions post-closing; the timing of the implementation and completion of sustaining capital investment projects at the Company’s mines; the Company’s expectation that there are no changes in internal controls during the year ended December 31, 2024 that are reasonably likely to materially affect the Company’s internal control over financing reporting; expectations regarding the timeline for completion of the heap leach pad expansion project at the Lindero Mine; expected maturities of the Company’s financial liabilities, lease obligations and other contractual commitments; property permitting and litigation matters; the fluctuation of its effective tax rate in the jurisdictions where the Company does business; 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 Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

including maintaining, obtaining or renewing environmental permits and potential liability claims; inability to meet sustainability, environmental, diversity or safety targets, goals, and strategies (including greenhouse gas emissions reduction targets); risks associated with political instability and changes to the regulations governing the Company’s business operations; changes in national and local government legislation, taxation, controls, regulations and political or economic developments in countries in which the Company does or may carry on business; risks associated with war, hostilities or other conflicts, such as the Ukrainian – Russian and the Israel – Hamas conflicts, and the impact they may have on global economic activity; risks relating to the termination of the Company’s mining concessions in certain circumstances; risks related to International Labor Organization (“ILO”) Convention 169 compliance; developing and maintaining good relationships with local communities and stakeholders; risks associated with losing control of public perception as a result of social media and other web-based applications; potential opposition to the Company’s exploration, development and operational activities; risks related to the Company’s ability to obtain adequate financing for planned exploration and development activities; substantial reliance on the Séguéla Mine, the Yaramoko Mine, and the Lindero Mine for revenues; property title matters; risks relating to the integration of businesses and assets acquired by the Company; impairments; reliance on key personnel; uncertainty relating to potential conflicts of interest involving the Company’s directors and officers; risks associated with the Company’s reliance on local counsel and advisors and the experience of its management and board of directors in foreign jurisdictions; adequacy of insurance coverage; operational safety and security risks; risks related to the Company’s compliance with the United States Sarbanes-Oxley Act; risks related to the foreign corrupt practices regulations and anti-bribery laws; legal proceedings and potential legal proceedings; uncertainties relating to general economic conditions; risks relating to pandemics, epidemics and public health crises; and the impact they might have on the Company’s business, operations and financial condition; the Company’s ability to access its supply chain; the ability of the Company to transport its products; and impacts on the Company’s employees and local communities all of which may affect the Company’s ability operate; competition; fluctuations in metal prices; regulations and restrictions with respect to imports; high rates of inflation; risks associated with entering into commodity forward and option contracts for base metals production; fluctuations in currency exchange rates and restrictions on foreign exchange and currencies; failure to meet covenants under its credit facility, or an event of default which may reduce the Company’s liquidity and adversely affect its business; tax audits and reassessments; risks relating to hedging; uncertainty relating to concentrate treatment charges and transportation costs; sufficiency of monies allotted by the Company for land reclamation; risks associated with dependence upon information technology systems, which are subject to disruption, damage, failure and risks with implementation and integration; uncertainty relating to nature and climate change conditions; risks associated with climate change legislation; laws and regulations regarding the protection of the environment (including greenhouse gas emission reduction and other decarbonization requirements and the uncertainty surrounding the interpretation of omnibus Bill C-59 and the related amendments to the Competition Act (Canada); our ability to manage physical and transition risks related to climate change and successfully adapt our business strategy to a low carbon global economy; risks related to the volatility of the trading price of the Company’s common shares; dilution from further equity or convertible debenture financings; risks related to future insufficient liquidity resulting from a decline in the price of the Company’s common shares; uncertainty relating to the Company’s ability to pay dividends in the future; risks relating to the market for the Company’s securities; risks relating to the convertible notes of the Company; and uncertainty relating to the enforcement of any U.S. judgments which may be brought against the Company; as well as those factors referred to in the “Risks and Uncertainties” section in this MD&A and in the “Risk Factors” section in our Annual Information Form for the financial year ended December 31, 2023 filed with the Canadian Securities Administrators and available at www.sedarplus.ca and filed with the U.S. Securities and Exchange Commission as part of the Company’s Form 40-F and available at www.sec.gov/edgar.shtml. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-looking Statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

Forward-looking Statements contained in this MD&A are based on the assumptions and factors management considers reasonable as at the date of this MD&A, including but not limited to: all required third party contractual, regulatory and governmental approvals will be obtained and maintained for the exploration, development, construction and production of its properties; there being no significant disruptions affecting operations, whether relating to labor, supply, power, Fortuna | 53

Fortuna Mining Corp.

Management’s Discussion and Analysis

For the year ended December 31, 2024 (in US dollars, tabular amounts in millions, except where noted)

blockades, damage to equipment or other matter; there being no material and negative impact to the various contractors, suppliers and subcontractors at the Company’s mine sites as a result of the Ukrainian – Russian, Israel - Hamas conflicts or otherwise that would impair their ability to provide goods and services; permitting, construction, development, expansion, and production continuing on a basis consistent with the Company’s current expectations; expectations regarding the Company completing the sale of the San Jose Mine on a basis consistent with the Company’s current expectations; expected trends and specific assumptions regarding metal prices and currency exchange rates; prices for and availability of fuel, electricity, parts and equipment and other key supplies remaining consistent with current levels; production forecasts meeting expectations; any investigations, claims, and legal, labor and tax proceedings arising in the ordinary course of business will not have a material effect on the results of operations or financial condition of the Company; expectations that the 2024 Mining Code will not have a material change to the Company’s business in Burkina Faso; 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 | 54

NEWS RELEASE

Fortuna Reports Results for the Fourth Quarter and Full Year 2024

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

Vancouver, March 5, 2025: Fortuna Mining Corp . (NYSE: FSM | TSX: FVI) (“Fortuna” or the “Company”) today reported its financial and operating results for the fourth quarter and full year of 2024.

Fourth Quarter and Full Year 2024 highlights

Cash and Cashflow

●Record free cash flow^1^ of $95.6 million in Q4, a quarter over quarter (“QoQ”) improvement of 69%; $202.9 million in 2024

●Net cash from operations of $141.6 million before working capital or $0.46 per share in Q4, a QoQ increase of 21%; $438.2 million or $1.42 per share in 2024

●Quarter-end cash of $231.3 million, a QoQ increase of $50.7 million from strong growth in free cash flow. Liquidity was $381.3 million and the Company achieved a positive net cash^1^ position of $58.8 million

Profitability

●Attributable net income of $11.3 million or $0.04 per share in Q4 after non-cash charges of $26.3 million; attributable net income of $128.7 million or $0.42 per share in 2024

●Attributable adjusted net income^1^ of $37.0 million or $0.12 per share in Q4 including unrealized foreign exchange loss and higher effective tax rate from Euro devaluation of $0.05 per share; $144.0 million, or $0.47 per share in 2024

Return to Shareholders

●Returned $30.6 million to shareholders in Q4 through the repurchase of 6.4 million shares and an additional $1.8 million for 0.4 million shares in January 2025

Operational

●Gold equivalent production of 116,358 ounces^3^ in Q4; record gold equivalent production of 455,958 ounces^3^ in 2024, meeting the low end of annual guidance

●Consolidated cash cost per gold equivalent ounce (“GEO^1^“)of $1,015 in Q4; $987 in 2024, within annual guidance

●Consolidated AISC per GEO^1^ of $1,772 for Q4; $1,640 in 2024, within annual guidance

●Strong safety performance in 2024 with a TRIFR of 1.36, and a LTIFR of 0.48 achieving the same level of top industry standard as in 2023

^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: $2,661/oz Au, $31.3/oz Ag, $2,009/t Pb, $3,046/t Zn for Q4 2024; $2,490/oz Au, $29.4/oz Ag, $2,040/t Pb, and $2,782/t Zn for Q3 2024; $2,334/oz Au, $29.1/oz Ag, $2,157/t Pb and the following metal prices for full year 2024 $2,401/oz Au, $28.0/oz Ag, $2,072/t Pb, and $2,786/t Zn

Growth and Development

●	$49.0 million invested in mineral exploration and project development in 2024 and a budget of $51.0 million for 2025. Some of the high-value targets include Kingfisher and Sunbird deep deposits at the Séguéla mine, the Tongon North prospect in northern Cote d´Ivoire, and the Diamba Sud project in Senegal.
●	The flagship Séguéla mine delivered 137,781 ounces at an AISC of $1,153 per ounce in 2024, in its first full year of gold production. Two-year gold production guidance for 2025 and 2026 has been provided for Séguéla, with incremental production planned to reach 160,000 to 180,000 ounces in 2026 at an AISC in the range of $1,260 to $1,390 per ounce.
---	---

Jorge A. Ganoza, President and CEO, commented, “Q4 was a record quarter of free cash-flow at $95.6 million. Quarter over quarter, we realized 7% higher gold prices and 10% higher revenue, while keeping cash cost per ounce flat, leading to expanded operating cash flow margin from 33% to 50%. With the growth in cash flow over the year and a sound balance sheet we returned $30.6 million to shareholders via share buybacks in Q4.” Mr. Ganoza continued “Cost and capital optimization initiatives across the portfolio remains top of mind for management with various opportunities successfully implemented in 2024 and continuing into 2025. The sale of the non-core asset San Jose mine will remove our highest cost ounces and refocuses capital and management´s attention to high-value opportunities in the portfolio. Additionally, the successful optimization of the Séguéla mine is enabling us to plan for increased rates of annual gold production of 160,000 to 180,000 ounces at industry leading costs by 2026, unlocking significant value.”

Fortuna | 2

Fourth Quarter and Full Year 2024 Consolidated Results


	Three months ended,			Years ended December 31,
(Expressed in millions)	December 31, 2024	September 30, 2024	December 31, 2023	2024	2023	% Change
Sales	302.2	274.9	265.3	1,062.0	842.4	26%
Mine operating income	106.8	86.9	51.9	343.6	190.0	81%
Operating income (loss)	52.8	72.7	(77.4)	228.0	(0.4)	57,100%
Attributable net income (loss)	11.3	50.5	(92.3)	128.7	(50.8)	353%
Attributable income (loss) per share - basic	0.04	0.16	(0.30)	0.42	(0.17)	347%
Adjusted attributable net income^1^	37.0	49.9	20.6	144.0	64.9	122%
Adjusted EBITDA^1^	137.9	131.3	120.3	476.9	335.1	42%
Net cash provided by operating activities	150.3	92.9	105.1	365.7	296.9	23%
Free cash flow from ongoing operations^1^	95.6	56.6	66.2	202.9	153.5	32%
Cash cost ($/oz Au Eq)^1^	1,015	1,059	840	987	874	13%
All-in sustaining cash cost ($/oz Au Eq)^1,2^	1,772	1,668	1,416	1,640	1,480	11%
Capital expenditures^2^
Sustaining	48.1	38.4	46.8	142.2	136.1	4%
Non-sustaining^3^	12.0	12.3	1.8	50.8	5.2	877%
Séguéla construction	-	-	-	-	50.0	(100%)
Brownfields	1.3	(0.5)	4.8	10.4	16.1	(35%)
As at				December 31, 2024	December 31, 2023	% Change
Cash and cash equivalents				231.3	128.1	81%
Net liquidity position (excluding letters of credit)				381.3	213.1	79%
Shareholder's equity attributable to Fortuna shareholders				1,403.9	1,238.4	13%
^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
^4^The composition of AISC was revised in Q4 2024 and the comparative periods were adjusted to reflect the change. Refer to "Non-IFRS Financial Measures - All-in Sustaining Cost Per Gold Equivalent Ounce Sold" for a description of the calculation and the reason for the change
Figures may not add due to rounding

Fourth Quarter 2024 Results

Q4 2024 vs Q3 2024

Cash cost per ounce and AISC

Cash cost per ounce of gold equivalent (“GEO”) sold was $1,015 in Q4 2024, an improvement of 4% compared to $1,059 over the prior quarter. All-in sustaining costs per GEO was $1,772 in Q4 compared to $1,668 in Q3 2024 due mainly to higher capex in mine development and infrastructure in the quarter related to the expansion of life of mine at Yaramoko and the planned expansion of annual gold production at Séguéla to 160,000 – 180,000 oz by 2026, and timing of capital expenditures.

Attributable Net Income and Adjusted Net Income

Attributable net income for the period was $11.3 million compared to an attributable net income of $50.5 million in Q3 2024. The fourth quarter of 2024 was impacted by non-cash charges of $26.3 million as follows.

●	A write-down of $14.5 million related to the Boussoura mineral property in Burkina Faso. The majority of the write-down corresponds to the purchase price assigned to Boussoura as part of the Roxgold acquisition and reflects the Company´s view as to Boussoura´s exploration prospects.

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●	A $7.2 million mine closure provision associated with the scheduled closure of the San Jose Mine. Subsequent to the end of the quarter, the Company entered into a binding letter of intent to divest of the San Jose mine. The associated closure provision is expected to unwind upon completion of the sale.
●	A write-down of low-grade ore stockpiles of $4.6 million at the Lindero Mine
---	---

After adjusting for impairment charges and other non-recurring items, adjusted attributable net income was $37.0 million or $0.12 per share compared to $49.9 million or $0.16 per share in Q3 2024. The decrease was explained by a foreign exchange (“FX”) loss of $10.4 million in Q4 2024 compared to a gain of $3.4 million in Q3 2024, and by a higher effective tax rate (“ETR”) representing approximately $16 million of additional income tax provision over the prior quarter. The main cause of the FX loss and the higher ETR in Q4 was the 8% devaluation of the Euro versus the USD which had an estimated combined impact on earnings per share of 5 cents. This was partially offset by higher sales of $27.3 million, related to a higher realized gold price quarter over quarter and 4% higher gold sold. Realized gold price in Q4 2024 was $2,662 per ounce compared to $2,490 in Q3 2024.

Other items impacting the quarter compared to Q3 2024 were higher Corporate G&A expenditures of $4.4 million related to timing of expenses.

Cash flow

Net cash generated by operations before working capital adjustments was $141.6 million or $0.46 per share. After adjusting for working capital changes, net cash generated by operations for the quarter was $150.3 million compared to $92.9 million in Q3 2024. The increase of $57.4 million reflects higher sales and positive change in working capital in Q4 2024 of $8.6 million compared to negative $26.4 million in Q3 2024-, and lower-income tax paid of $7.1 million.

Free cash flow from ongoing operations in Q4 2024 increased $39 million over Q3 2024 to $95.6 million. The increase was due to higher cash generated by operations partially offset by higher capital expenditures of $15.9 million. Free cash flow in Q4 2024, after growth capex of $12.0 million, was $83.6 million.

Q4 2024 vs Q4 2023

Cash cost per ounce and AISC

Consolidated cash cost per equivalent gold ounce was $1,015, compared to the $840 reported in Q4 2023. The increase in cash cost was driven mainly by higher cash cost at Séguéla, and the San Jose Mine operating in its last year of Mineral Reserves. The increase in cash cost at Séguéla is explained mainly by lower head grades in 2024, as per the mine plan, and lower stripping and mining costs during Séguéla’s first semester of operations in 2023. Cash cost also increased at Lindero due to lower production and the impact of the appreciation of the Argentine peso.

All-in sustaining costs per gold equivalent ounce was $1,772 in Q4 2024 compared to $1,416in Q4 2023. AISC in the quarter includes the $1.4 million annual investment gain (Q4 2023: $12.4 million) from cross border, Argentine pesos denominated bond trades. This is a benefit granted to exporters by the Argentine Government whereby 20% of export proceeds is allowed to be converted into pesos at a preferential exchange rate. This benefit is intended to alleviate exporters for the impact of the overvaluation of the official exchange rate on input costs. The increase in AISC was primarily the result of higher cash cost per ounce as described above and higher sustaining capital at Lindero related to the expansion of the leach-

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pad. The composition of AISC was revised in Q4 2024 and the comparative periods were updated to reflect the change. Refer to “Non-IFRS Financial Measures – All-in Sustaining Cost Per Gold Equivalent Ounce Sold” on page 27 in the 2024 MD&A for a description of the calculation and the reason for the change

Attributable Net Income and Adjusted Net Income

Attributable net income for the period was $11.3 million compared to an attributable net loss of $92.3 million in Q4 2023. The fourth quarter of 2024 was impacted by non-cash charges of $26.3 million compared to $118.4 million in the fourth quarter of 2023.

After adjusting for write-downs and other non-recurring items, adjusted attributable net income was $37.0 million or $0.12 per share compared to $20.6 million or $0.07 per share in Q4 2023. The increase was primarily due to higher gold prices. The realized gold price was $2,662 per ounce in Q4 2024 compared to $1,990 per ounce in Q4 2023. This was partially offset by lower gold sales volume and higher cost per ounce. Lower gold sales volume was mainly due to lower production at Séguéla, San Jose, and Lindero. The decrease in production at Séguéla and Lindero was due to lower head grades, in accordance with the mine plan, partially offset by higher processed ore. The higher cost per ounce was explained mainly by the lower head grades at Séguéla and Lindero, lower stripping and mining costs during Séguéla´s second quarter of operations in Q4 2023, and the impact of the appreciation of the Argentine peso at Lindero.

Other items impacting the adjusted net income for the quarter compared to Q4 2023 were a higher unrealized foreign exchange loss of $8.5 million mostly explained by an 8% devaluation of the Euro versus the USD in the period, and lower investment income of $11.0 million related to cross-border, Argentine peso denominated bond trades.

Depreciation and Depletion

Depreciation and depletion decreased $9.0 million to $62.6 million in the fourth quarter of 2024 compared to $71.6 million in the comparable period of 2023. The decrease was primarily due to lower accounting balances at San Jose after a $90.6 million impairment at year end 2023. Depreciation and depletion in the period include $18.2 million related to the purchase price allocation from the Roxgold acquisition at Séguéla.

Cash Flow

Net cash generated by operations for the quarter was $150.3 million compared to $105.1 million in Q4 2023. The increase of $45.2 million reflects higher sales and positive change in working capital in Q4 2024 of $8.7 million compared to nil in Q4 2023, and lower interest paid of $3.2 million.

Free cash flow from ongoing operations for the quarter was $95.6 million compared to $66.2 million in Q4 2023. The increase reflects higher net cash generated by operations.

Full Year 2024 Results

Cash cost per ounce and AISC

Cash cost per equivalent gold ounce was $987, compared to $874 reported in 2023. The increase in cash cost is explained mainly by lower head grades at Séguéla in 2024, and lower stripping and mining costs during Séguéla’s first semester of operations in the second half of 2023, as well as higher cost at San Jose as explained earlier. Cash cost for the full year also increased at Lindero due to lower production and the impact of the appreciation of the Argentine peso.

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All-in sustaining costs per gold equivalent ounce was $1,640 in 2024 compared to the $1,480^4^ recorded in the prior year due mainly to higher cash cost per ounce as described above and higher capex mostly at Lindero. AISC for 2024 includes the $9.7 million annual investment gain (FY 2023: $12.4 million) from cross border, Argentine peso denominated bond trades. (See discussion above).

Attributable Net Income and Adjusted Net Income

Attributable net income for the year was $128.7 million, compared to an attributable net loss of $50.8 million in 2023. The loss in 2023 was explained by impairment charges of $90.6 million at the San Jose Mine.

After adjusting for write-downs and other non-recurring items, attributable adjusted net income for 2024 was $144.0 million or $0.47 per share, compared to $64.9 million or $0.22 per share in 2023. The increase was primarily due to higher gold prices and higher gold sales volume. The realized gold price was $2,401 per ounce in 2024 compared to $1,948 per ounce in 2023. Higher gold sales volume was mainly due to the full year contribution of Séguéla upon successful commissioning and ramp-up in Q2 2023, partially offset by lower production at Lindero, aligned with the grade profile in the mine plan, and lower head grades and processed ore at San Jose, in its last year of mineral reserves.

Depreciation and Depletion

Depreciation and depletion for 2024 increased $10.3 million to $230.0 million compared to $219.6 million in 2023. The increase was primarily due to an increase in ounces sold at Séguéla and partially offset by lower depletion expenses at San Jose. Depreciation and depletion in the period include $71.6 million related to the purchase price allocation from the Roxgold acquisition at Séguéla.

Cash Flow

Net cash generated by operations before working capital changes was $438.2 million or $1.42 per share. After adjusting for working capital changes, net cash generated by operations for 2024 was $365.7 million compared to $296.9 million in 2023. The increase of $68.8 million is explained by higher sales partially offset by negative changes in working capital of $72.5 million in 2024 from an increase in receivables of $46.4 million due to timing and delays in repayments of VAT in Burkina Faso and an increase in inventories of $24.5 million related to an increase in ore stockpiles at Lindero and Séguéla. This compares to a negative working capital adjustment of $9.7 million in 2023. Higher taxes paid of $17.7 million was due to Séguéla paying income taxes for the first time in 2024 after initiating commercial production in the second half of 2023.

Free cash flow from ongoing operations for 2024 was $202.9 million compared to $153.5 million in 2023. The increase of $49.4 million reflects higher net cash generated by operations, partially offset by higher sustaining capital expenditures of $14.6 million. Free cash flow in 2024, after growth capex of $44.3 million and the Séguéla NSR repurchase of $6.5million, was $150.5 million.

^4^ The composition of AISC was revised in Q4 2024 and the comparative periods were updated to reflect the change. Refer to “Non-IFRS Financial Measures – All-in Sustaining Cost Per Gold Equivalent Ounce Sold” for a description of the calculation and the reason for the change.

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Séguéla Mine, Côte d’Ivoire


		Three months ended December 31,		Years ended December 31,
	****	2024	2023	2024	2023
Mine Production
Tonnes milled		430,117	387,624	1,561,800	807,617
Average tonnes crushed per day		4,727	4,123	4,279	3,282

Gold
Grade (g/t)		2.95	3.62	2.95	3.42
Recovery (%)		92	95	93	94
Production (oz)		35,244	43,096	137,781	78,617
Metal sold (oz)		36,384	43,018	137,753	78,521
Realized price ($/oz)		2,658	1,994	2,399	1,963

Unit Costs
Cash cost ($/oz Au)^1^		653	323	584	357
All-in sustaining cash cost ($/oz Au)^1^		1,376	737	1,153	760

Capital Expenditures ($000's)^2^
Sustaining		13,626	7,765	28,488	10,912
Sustaining leases		3,347	2,285	10,381	5,329
Non-sustaining		5,021	-	19,458	-
Brownfields		423	-	6,696	-
^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 and Annual Operating and Financial Highlights

In the fourth quarter of 2024, Séguéla processed 430,117 tonnes of ore, producing 35,244 ounces of gold, at an average head grade of 2.95 g/t Au, an 18% decrease and a 19% decrease, respectively, compared to the fourth quarter of 2023. The decrease in gold production was due to lower head grades and lower recovery and partially offset by higher milled tonnes. Plant throughput for the quarter was 208 tonnes per hour (TPH) surpassing the name plate design capacity of 154 TPH by 35%.

Gold production in 2024 totaled 137,781 ounces, achieving the higher end of the annual guidance range. A 75% increase in ounces of gold produced during the year ended December 31, 2024 was mainly due to a full year of production in 2024 compared to only six months in 2023.

Cash cost per gold ounce sold was $653 for the fourth quarter of 2024 and $584 for the full year, compared to $323 for the fourth quarter of 2023 and $357 for the full year of 2023. The increase in cash costs is explained mainly by lower head grades in 2024, as per the mine plan, and lower stripping and mining costs during Séguéla’s first six months of operation in the second half of 2023.

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higher sustaining capital from higher stripping and the purchase of capital spares as well as lower volume of metal sold. The increase for the year was due to higher cash costs, increased royalties due to higher realized metal prices and higher sustaining capital expenditures.

Brownfields capital expenditures were $6.7 million for the full year in 2024, compared to $nil in 2023, as a result of drilling activities to define the geometry of mineral deposits.

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Yaramoko Mine, Burkina Faso


		Three months ended December 31,		Years ended December 31,
	****	2024	2023	2024	2023
Mine Production
Tonnes milled		102,105	110,445	454,969	531,578

Gold
Grade (g/t)		9.18	7.16	8.21	6.81
Recovery (%)		98	98	98	98
Production (oz)		29,576	28,235	116,206	117,711
Metal sold (oz)		29,509	28,229	116,130	117,676
Realized price ($/oz)		2,669	1,984	2,397	1,945

Unit Costs
Cash cost ($/oz Au)^1^		812	949	860	809
All-in sustaining cash cost ($/oz Au)^1^		1,302	1,720	1,359	1,499

Capital Expenditures ($000's)^2^
Sustaining		8,035	12,620	28,147	49,938
Sustaining leases		1,002	1,077	4,071	4,758
Non-sustaining		1,649	–	5,654	–
Brownfields		393	1,261	1,936	4,917

^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 and Annual Operating and Financial Highlights

Gold production in 2024 totaled 116,206 ounces, achieving the higher end of the annual guidance range.

The all-in sustaining cash cost per gold ounce sold was $1,302 for the quarter ended December 31, 2024, compared to $1,720 in the same period of 2023. The decrease is mainly due to lower sustaining capital costs, lower cash costs, and an administrative penalty paid in the fourth quarter of 2023. For the full year, the all-in sustaining cash cost was $1,359 in 2024, compared to $1,499 in 2023. The decrease in AISC was mainly the result of lower sustaining capital costs.

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Lindero Mine, Argentina


		Three months ended December 31,		Years ended December 31,
	****	2024	2023	2024	2023
Mine Production
Tonnes placed on the leach pad		1,757,290	1,556,000	6,367,505	6,005,049

Gold
Grade (g/t)		0.60	0.63	0.62	0.64
Production (oz)		26,806	29,591	97,287	101,238
Metal sold (oz)		26,840	29,308	96,726	103,503
Realized price ($/oz)		2,659	1,993	2,411	1,942

Unit Costs
Cash cost ($/oz Au)^1^		1,063	934	1,051	920
All-in sustaining cash cost ($/oz Au)^1,3^		1,873	1,127	1,793	1,444

Capital Expenditures ($000's)^2^
Sustaining		19,240	10,607	65,876	39,358
Sustaining leases		629	598	2,400	2,393
Non-sustaining		1,448	1,302	2,016	1,978

^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.

^^^3^ The composition of AISC was revised in Q4 2024 and the comparative periods were updated to reflect the change. Refer to “Non-IFRS Financial Measures – All-in Sustaining Cost Per Gold Equivalent Ounce Sold” for a description of the calculation and the reason for the change.

Quarterly and Annual Operating and Financial Highlights

AISC per gold ounce sold during Q4 2024 was $1,873, compared to $1,127 in Q4 2023. AISC in the quarter includes $1.4 million investment gain (Q4 2023: $12.4 million) from cross border, Argentine pesos

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denominated bond trades. This is a benefit granted to exporters by the Argentine Government whereby 20% of export proceeds are allowed to be converted into pesos at a preferential exchange rate. This benefit is intended to alleviate the impact of the overvaluation of the official exchange rate on input costs. The increase in AISC is explained by higher cash cost and capex in Q4 2024, partially offset by the elimination of the 8% export duty in 2024, and lower investment gains recorded in Q4 2024. The composition of AISC was revised in Q4 2024 and the comparative period was updated to reflect the change. Refer to “Non-IFRS Financial Measures – All-in Sustaining Cost Per Gold Equivalent Ounce Sold” in the 2024 MD&A for a description of the calculation and the reason for the change.

AISC per gold ounce sold in 2024 was $1,793, compared to $1,444 in 2023. AISC for 2024 includes the $9.7 million annual investment gain (FY 2023: $12.4 million) from cross border, Argentine pesos denominated bond trades. AISC per ounce for 2024 was higher due mainly to higher cost per ounce and sustaining capital expenditures related to the leach pad expansion, partially offset by the elimination of export duties in 2024 as described above. The composition of AISC was revised in Q4 2024 and the comparative periods were updated to reflect the change. Refer to “Non-IFRS Financial Measures – All-in Sustaining Cost Per Gold Equivalent Ounce Sold” in the 2024 MD&A for a description of the calculation and the reason for the change.

As of December 31, 2024, the leach pad expansion project was approximately 89% complete. The leach pad expansion remains on schedule for completion during the first half of 2025.

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San Jose Mine, Mexico


		Three months ended December 31,				Years ended December 31,
	****	2024	****	2023	****	2024	****	2023
Mine Production
Tonnes milled		190,063		241,035		735,591		930,200
Average tonnes milled per day		2,437		2,678		2,138		2,643

Silver
Grade (g/t)		118		145		125		171
Recovery (%)		83		91		86		91
Production (oz)		594,373		1,023,525		2,548,402		4,656,631
Metal sold (oz)		622,108		1,040,888		2,568,745		4,659,611
Realized price ($/oz)		31.25		23.35		28.12		23.36

Gold
Grade (g/t)		0.85		0.91		0.89		1.06
Recovery (%)		82		90		85		90
Production (oz)		4,239		6,345		17,811		28,559
Metal sold (oz)		4,440		6,406		17,851		28,524
Realized price ($/oz)		2,661		1,983		2,386		1,942

Unit Costs
Cash cost ($/oz Ag Eq)^1,2^		26.01		20.45		25.25		14.28
All-in sustaining cash cost ($/oz Ag Eq)^1,2^		29.94		21.98		28.22		19.40

Capital Expenditures ($000's)^3^
Sustaining		–		3,190		–		14,018
Sustaining leases		171		246		846		878
Non-sustaining		602		505		8,927		1,682
Brownfields		–		1,257		–		4,215

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

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

^3^Capital expenditures are presented on a cash basis

Quarterly and Annual Operating and Financial Highlights

In the fourth quarter of 2024, San Jose produced 594,373 ounces of silver and 4,239 ounces of gold, 42% and 33% decreases respectively, at average head grades for silver and gold of 118 g/t and 0.85 g/t, 19% and 7% decreases respectively, when compared to the same period in 2023. The decrease in silver and gold production for the quarter is explained by the lower extracted mineral and head grades, mainly due to the decreasing grade profile of Mineral Reserves in the mine plan. Annual production in 2024 totaled 2,548,402 ounces of silver and 17,811 ounces of gold, which were 18% and 6% below the lower end of annual guidance range, respectively. Approximately 5% of the lower production for both metals was due to the effect of the iron oxide in the metallurgical recovery. Head grades for the year were aligned with the geological model, albeit slightly lower than expected.

The cash cost per silver equivalent ounce in the fourth quarter of 2024, was $26.01, an increase from $20.45 in the same period of 2023. For the year ended December 31, 2024, the cash cost per silver equivalent ounce sold was $25.25 compared to $14.28 in the same period of 2023. The higher cost per ounce was primarily the result of lower production and silver equivalent ounces sold and previously capitalized costs being expensed.

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Caylloma Mine, Peru


		Three months ended December 31,		Years ended December 31,
	****	2024	2023	2024	2023
Mine Production
Tonnes milled		139,761	140,800	551,430	543,876
Average tonnes milled per day		1,553	1,564	1,549	1,528

Silver
Grade (g/t)		67	88	80	85
Recovery (%)		83	83	83	83
Production (oz)		249,238	330,478	1,176,543	1,227,060
Metal sold (oz)		247,441	353,935	1,179,260	1,229,298
Realized price ($/oz)		31.27	23.06	27.88	23.37

Gold
Grade (g/t)		0.11	0.11	0.13	0.14
Recovery (%)		25	21	22	22
Production (oz)		128	109	552	513
Metal sold (oz)		-	-	169	40
Realized price ($/oz)		-	-	2,233	1,902

Lead
Grade (%)		3.36	3.84	3.57	3.74
Recovery (%)		92	91	91	91
Production (000's lbs)		9,500	10,798	39,555	40,852
Metal sold (000's lbs)		9,198	11,641	39,378	41,074
Realized price ($/lb)		0.91	0.97	0.94	0.98

Zinc
Grade (%)		4.94	5.00	4.71	5.11
Recovery (%)		91	90	91	90
Production (000's lbs)		13,874	13,933	51,906	55,060
Metal sold (000's lbs)		13,932	14,407	52,518	56,166
Realized price ($/lb)		1.38	1.13	1.26	1.23

Unit Costs
Cash cost ($/oz Ag Eq)^1,2^		16.53	13.42	14.12	13.91
All-in sustaining cash cost ($/oz Ag Eq)^1,2^		28.10	22.34	21.72	19.90

Capital Expenditures ($000's)^3^
Sustaining		7,193	8,635	19,673	17,903
Sustaining leases		623	912	2,494	3,538
Brownfields		522	966	1,730	2,302

^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.

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

Quarterly and Annual Operating and Financial Highlights

In the fourth quarter of 2024, the Caylloma Mine produced 249,238 ounces of silver at an average head grade of 67 g/t, a 25% and 24% decrease, respectively, when compared to the same period in 2023. Silver production for 2024 totaled 1,176,543 ounces, surpassing the upper end of annual guidance range by 7%.

Lead and zinc production for the quarter was 9.5 million pounds and 13.9 million pounds, respectively. Lead production decreased by 12% and zinc production remained comparable to the same period in 2023.

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Head grades averaged 3.36% and 4.94%, a 13% and 1% decrease, respectively, when compared to the same quarter in 2023. Lead and zinc production for 2024 totaled 39.6 and 51.9 million pounds, respectively. Lead and zinc production were above the higher end of annual guidance by 33% and 16%, respectively. Increased production is the result of positive grade reconciliation to the reserve model in the lower levels of the underground mine. Gold production in the fourth quarter totaled 128 ounces with an average head grade of 0.11 g/t.

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Qualified Person

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

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Fourth Quarter Unaudited and Annual Audited Income Statement and Cash Flow

Income Statement


		Three months ended December 31,		Years ended December 31,
	Note	2024	2023	2024	2023<br>$
Sales	19			1,062,037	842,428
Cost of sales	20			718,430	652,403
Mine operating income				343,607	190,025

General and administration	21			76,085	64,073
Foreign exchange loss				12,412	10,885
Impairment of mineral properties, plant and equipment	31(b)			-	90,615
Write-off of mineral properties	8			14,485	5,985
Other expenses	22			12,579	18,874
				115,561	190,432

Operating income (loss)				228,046	(407)

Investment gains	5			9,716	12,395
Interest and finance costs, net	23			(25,553)	(21,790)
Loss on derivatives	19			-	(1,249)
				(15,837)	(10,644)

Income (loss) before income taxes				212,209	(11,051)

Income taxes
Current income tax expense	24			96,468	42,636
Deferred income tax recovery	24			(26,165)	(10,057)
				70,303	32,579
Net income (loss)				141,906	(43,630)

Net income (loss) attributable to:
Fortuna shareholders				128,735	(50,836)
Non-controlling interests	29			13,171	7,206
				141,906	(43,630)

Earnings (loss) per share	18
Basic				0.42	(0.17)
Diluted				0.41	(0.17)

Weighted average number of common shares outstanding (000's)
Basic				308,885	295,067
Diluted				310,747	295,067

All values are in US Dollars.

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Statement of Cash Flow


		Three months ended December 31,		Years ended December 31,
	Note	2024	2023<br>$	2024	2023<br>$

Operating activities:
Net income (loss)		15,081	(89,839)	141,906	(43,630)
Items not involving cash:
Depletion and depreciation		62,580	71,602	229,958	219,688
Accretion expense	23	2,495	1,597	9,055	6,773
Income taxes		32,997	17,023	70,303	32,579
Interest expense, net	23	3,674	5,933	16,498	15,017
Share-based payments, net of cash settlements		1,501	2,602	8,146	2,017
Impairment of mineral properties, plant and equipment	31(b)	-	90,615	-	90,615
Inventory net realizable value adjustments	6	3,206	5,260	6,058	6,188
Inventory obsolescence adjustments		1,521	10,097	1,006	10,097
Write-off of mineral properties	8	14,485	5,210	14,485	5,985
Unrealized foreign exchange loss		8,119	4,441	388	5,706
Investment gains	5	(1,405)	(12,395)	(9,716)	(12,395)
Other	22	8,067	4,543	9,526	4,972
Closure, reclamation and related severance payments	15	(3,235)	(599)	(5,595)	(1,203)
Changes in working capital	28	8,692	887	(72,482)	(9,737)
Cash provided by operating activities		157,778	116,976	419,536	332,672
Income taxes paid		(5,021)	(6,271)	(43,554)	(25,872)
Interest paid		(4,009)	(6,916)	(14,844)	(13,545)
Interest received		1,551	1,287	4,539	3,654
Net cash provided by operating activities		150,299	105,076	365,677	296,909

Investing activities:
Additions to mineral properties and property, plant and equipment	8	(61,919)	(51,852)	(203,778)	(217,314)
Purchases of investments	5	(10,284)	(9,359)	(35,857)	(9,359)
Proceeds from sale of investments	5	11,690	21,754	45,573	21,754
Deposits on long-term assets		379	(1,283)	(1,769)	-
Costs related to Chesser acquisition, net of cash acquired		-	(10,260)	-	(13,321)
Other investing activities		657	100	1,391	1,356
Cash used in investing activities		(60,293)	(51,000)	(194,440)	(216,884)

Financing activities:			—
Transaction costs on credit facility	13	(1,963)	-	(1,963)	-
Repayment of convertible debentures	13	(9,649)	-	(9,649)	-
Proceeds from credit facility	13	-	10,000	68,000	75,500
Repayment of credit facility	13	-	(50,500)	(233,000)	(90,500)
Convertible notes issued	13	9,649	-	172,500	-
Cost of financing - 2024 Convertible Notes	13	(10)	-	(6,488)	-
Repurchase of common shares	17	(30,593)	-	(34,128)	-
Issuance of common shares from option exercise		-	301	-	301
Payments of lease obligations	28	(5,891)	(4,976)	(20,690)	(16,625)
Dividend payment to non-controlling interests		-	(87)	(717)	(1,392)
Cash used in financing activities		(38,457)	(45,262)	(66,135)	(32,716)
Effect of exchange rate changes on cash and cash equivalents		(800)	1,551	(1,922)	346
Increase in cash and cash equivalents during the year		50,749	10,364	103,180	47,655
Cash and cash equivalents, beginning of the year		180,554	117,780	128,148	80,493
Cash and cash equivalents, end of the year		231,303	128,144	231,328	128,148

Cash and cash equivalents consist of:
Cash		184,840	106,135	184,840	106,135
Cash equivalents		46,488	22,013	46,488	22,013
Cash and cash equivalents, end of the year		231,328	128,148	231,328	128,148
Supplemental cash flow information (Note 28)

All values are in US Dollars.

Fortuna | 18

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.

Fortuna | 19

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” on page 27 in the Company’s management’s discussion and analysis for the year ended December 31, 2024 (“2024 MDA”), and on page 26 of the Company’s management’s discussion and analysis for the nine months ended September 30, 2024 (“Q3 2024 MDA), which section is incorporated by reference in this news release, for 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, including a description of the change in the composition of AISC which was revised in Q4 2024 and for comparative periods, and the reason for the change. The 2024 MD&A and Q3 2024 MDA may be accessed on SEDAR+ at www.sedarplus.cawww.sedarplus.ca under the Company’s profile.

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

Reconciliation of Debt to total net debt and net debt to adjusted EBITDA ratio for December 31, 2024



(Expressed in millions except Total net debt to Adjusted EBITDA ratio)	As at December 31, 2024
2024 Convertible Notes		172.5
Less: Cash and Cash Equivalents		(231.3)
Total net debt^1^		(58.8)
Adjusted EBITDA (last four quarters)		476.9
Total net debt to adjusted EBITDA ratio		-0.1:1
^1^Excluding letters of credit

Reconciliation of net income to adjusted attributable net income for the three months ended September 30, 2024 and the three and twelve months ended December 31, 2024 and 2023


	Three months ended,			Years ended,
Consolidated (in millions of US dollars)	December 31, 2024	September 30, 2024	December 31, 2023	December 31, 2024	December 31, 2023
Net income attributable to shareholders	11.3	50.5	(92.3)	128.7	(50.8)
Adjustments, net of tax:
Community support provision and accruals^1^	(0.1)	–	(0.4)	(0.4)	(0.5)
Foreign exchange loss, Séguéla Mine^2^	–	–	0.1	–	–
Write off of mineral properties	12.9	–	4.0	12.9	4.5
Unrealized loss (gain) on derivatives	–	–	0.1	–	(0.3)
Income tax, convertible debentures	–	–	–	(12.0)	–
Impairment of mineral properties, plant and equipment	–	–	90.6	–	90.6
San Jose ARO adjustment	7.2	–	–	7.2	–
Inventory adjustment	5.0	(0.1)	13.2	6.7	13.9
Accretion on right of use assets	1.0	0.9	0.5	3.7	3.1
Other non-cash/non-recurring items	(0.3)	(1.4)	4.8	(2.8)	4.4
Attributable Adjusted Net Income	37.0	49.9	20.6	144.0	64.9
^1^Amounts are recorded in Cost of sales
^2^Amounts are recorded in General and Administration
Figures may not add due to rounding

Fortuna | 20

Reconciliation of net income to adjusted EBITDA for the three months ended September 30, 2024 and the three and twelve months ended December 31, 2024 and 2023


	Three months ended,			Years ended,
Consolidated (in millions of US dollars)	December 31, 2024	September 30, 2024	December 31, 2023	December 31, 2024	December 31, 2023
Net income	15.1	54.4	(89.8)	141.9	(43.6)
Adjustments:
Community support provision and accruals	(0.1)	-	(0.5)	(0.6)	(0.7)
Inventory adjustment	4.6	(0.1)	15.4	7.1	16.3
Foreign exchange loss, Séguéla Mine	-	-	-	-	0.8
Net finance items	6.2	6.3	7.5	25.6	21.8
Depreciation, depletion, and amortization	62.6	59.9	71.6	230.0	219.6
Income taxes	33.0	15.1	17.0	70.3	32.6
Write off of mineral properties	14.5	-	5.3	14.5	6.0
Impairment of mineral properties, plant and equipment	-	-	90.6	-	90.6
San Jose ARO adjustment	7.2	-	-	7.2	-
Other non-cash/non-recurring items	(5.2)	(4.3)	3.2	(19.1)	(8.3)
Adjusted EBITDA	137.9	131.3	120.3	476.9	335.1

Figures may not add due to rounding

Reconciliation of net cash from operating activities to free cash flow from ongoing operations for the three months ended September 30, 2024 and the three and twelve months ended December 31, 2024 and 2023


	Three months ended,			Years ended,
Consolidated (in millions of US dollars)	December 31, 2024	September 30, 2024	December 31, 2023	December 31, 2024	December 31, 2023

Net cash provided by operating activities	150.3	92.9	105.1	365.7	296.9
Adjustments
Closure and rehabilitation provisions	3.3	2.2	-	5.6	-
Séguéla, working capital	-	-	-	-	4.4
Additions to mineral properties, plant and equipment	(51.0)	(37.8)	(46.3)	(154.1)	(143.6)
Gain on blue chip swap investments	1.4	3.2	12.4	9.7	12.4
Right of use payments	(5.9)	(4.2)	(5.0)	(20.7)	(16.6)
Other adjustments	(2.5)	0.3	-	(3.3)	-
Free cash flow from ongoing operations	95.6	56.6	66.2	202.9	153.5

Figures may not add due to rounding

Fortuna | 21

Reconciliation of cost of sales to cash cost per ounce of gold equivalent sold for the three months ended September 30, 2024 and the three and twelve months ended December 31, 2024 and 2023


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

All values are in US Dollars.


Cash Cost Per Gold Equivalent Ounce Sold - Q4 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	47,380		40,610		58,956		28,547		19,866		195,361
Inventory adjustment	(4,704)		1,487		—		(1,366)		—		(4,583)
Depletion, depreciation, and amortization	(13,314)		(12,783)		(28,828)		(2,623)		(4,295)		(61,843)
Royalties and taxes	(79)		(5,346)		(6,377)		(801)		(222)		(12,825)
By-product credits	(973)		—		—		—		—		(973)
Other	—		—		—		(1)		(1,624)		(1,625)
Treatment and refining charges	—		—		—		720		2,965		3,685
Cash cost applicable per gold equivalent ounce sold	28,310		23,968		23,751		24,476		16,690		117,195
Ounces of gold equivalent sold	26,629		29,509		36,384		11,051		11,863		115,436
Cash cost per ounce of gold equivalent sold (/oz)	1,063		812		653		2,215		1,407		1,015
Gold equivalent was calculated using the realized prices for gold of 2,661/oz Au, 31.3/oz Ag, 2,009/t Pb, and 3,046/t Zn for Q4 2024.
Figures may not add due to rounding

All values are in US Dollars.


Cash Cost Per Gold Equivalent Ounce Sold - Q4 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	57,913		49,598		46,239		41,108		18,599		213,457
Inventory adjustment	(7,884)		(3,033)		—		(4,554)		—		(15,471)
Depletion, depreciation, and amortization	(15,061)		(15,345)		(25,972)		(11,351)		(3,466)		(71,195)
Royalties and taxes	(3,916)		(4,437)		(6,364)		(815)		(227)		(15,759)
By-product credits	(4,183)		—		—		—		—		(4,183)
Other	—		—		—		344		(397)		(53)
Treatment and refining charges	—		—		—		1,505		4,241		5,746
Cash cost applicable per gold equivalent ounce sold	26,869		26,783		13,903		26,237		18,750		112,542
Ounces of gold equivalent sold	28,779		28,229		43,018		17,650		16,236		133,912
Cash cost per ounce of gold equivalent sold (/oz)	934		949		323		1,487		1,155		840
Gold equivalent was calculated using the realized prices for gold of 1,990/oz Au, 23.3/oz Ag, 2,137/t Pb, and 2,499/t Zn for Q4 2023.
Figures may not add due to rounding

All values are in US Dollars.

Fortuna | 22


Cash Cost Per Gold Equivalent Ounce Sold - Year 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	159,789		172,056		211,062		102,492		73,030		718,431
Inventory adjustment	(4,930)		(1,365)		—		(770)		—		(7,065)
Depletion, depreciation, and amortization	(50,114)		(49,705)		(107,039)		(4,737)		(15,942)		(227,537)
Royalties and taxes	(537)		(21,128)		(23,622)		(3,011)		(1,172)		(49,470)
By-product credits	(3,232)		—		—		—		—		(3,232)
Other	—		—		—		—		(2,583)		(2,583)
Treatment and refining charges	—		—		—		3,261		8,732		11,993
Cash cost applicable per gold equivalent ounce sold	100,976		99,858		80,401		97,235		62,065		440,535
Ounces of gold equivalent sold	96,059		116,130		137,753		45,136		51,140		446,217
Cash cost per ounce of gold equivalent sold (/oz)	1,051		860		584		2,154		1,214		987
Gold equivalent was calculated using the realized prices for gold of 2,401/oz Au, 28.0/oz Ag, 2,072/t Pb, and 2,786/t Zn for Year 2024.
Figures may not add due to rounding

All values are in US Dollars.


Cash Cost Per Gold Equivalent Ounce Sold - Year 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	GEO Cash Costs
Cost of sales	176,696		186,757		79,472		140,068		69,408		652,401
Inventory adjustment	(7,870)		(3,859)		—		(4,554)		—		(16,283)
Depletion, depreciation, and amortization	(51,258)		(73,064)		(40,529)		(40,028)		(13,314)		(218,193)
Royalties and taxes	(14,958)		(14,678)		(10,932)		(4,390)		(1,078)		(46,036)
By-product credits	(7,921)		—		—		—		—		(7,921)
Other	—		—		—		253		(1,692)		(1,439)
Treatment and refining charges	—		—		—		4,352		19,974		24,326
Cash cost applicable per gold equivalent ounce sold	94,689		95,156		28,011		95,701		73,298		386,855
Ounces of gold equivalent sold	102,896		117,676		78,521		80,458		63,229		442,780
Cash cost per ounce of gold equivalent sold (/oz)	920		809		357		1,189		1,159		874
Gold equivalent was calculated using the realized prices for gold of 1,948/oz Au, 23.4/oz Ag, 2,155/t Pb, and 2,706/t Zn for year 2023.
Figures may not add due to rounding

All values are in US Dollars.

Fortuna | 23

Reconciliation of cost of sales to all-in sustaining cash cost per ounce of gold equivalent sold for the three months ended September 30, 2024 and the three and twelve months ended December 31, 2024 and 2023


AISC Per Gold Equivalent Ounce Sold - Q3 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	27,492		27,253		22,158		23,875		16,959		—		117,737
Inventory net realizable value adjustment	—		—		—		—		—		—		—
Royalties and taxes	89		5,480		6,143		639		366		—		12,717
Worker's participation	—		—		—		—		472		—		472
General and administration	2,935		550		2,945		1,802		1,246		6,275		15,753
Stand-by	—		—		—		—		—		—		—
Total cash costs	30,516		33,283		31,246		26,316		19,043		6,275		146,679
Sustaining capital1	21,264		5,166		8,511		198		6,817		—		41,956
Blue chips gains (investing activities)1	(3,162)		—		—		—		—		—		(3,162)
All-in sustaining costs	48,618		38,449		39,757		26,514		25,860		6,275		185,473
Gold equivalent ounces sold	26,393		27,995		33,816		9,597		13,401		—		111,203
All-in sustaining costs per ounce	1,842		1,373		1,176		2,763		1,930		—		1,668
Gold equivalent was calculated using the realized prices for gold of 2,490/oz Au, 29.4/oz Ag, 2,040/t Pb, and 2,782/t Zn for Q3 2024.
Figures may not add due to rounding
1 Presented on a cash basis
2 The composition of AISC was revised in Q4 2024 and the comparative period was updated to reflect the change. Refer to “Non-IFRS Financial Measures – All-in Sustaining Cost Per Gold Equivalent Ounce Sold” in the 2024 MD&A for a description of the calculation and the reason for the change

All values are in US Dollars.


AISC Per Gold Equivalent Ounce Sold - Q4 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	28,310		23,968		23,751		24,476		16,690		—		117,195
Inventory net realizable value adjustment	—		(829)		—		1,366		—		—		537
Royalties and taxes	79		5,346		6,377		801		222		—		12,825
Worker's participation	—		—		—		—		1,733		—		1,733
General and administration	3,026		503		2,549		1,364		1,391		9,666		18,499
Stand-by	—		—		—		—		—		—		—
Total cash costs	31,415		28,988		32,677		28,007		20,036		9,666		150,789
Sustaining capital1	19,869		9,430		17,396		171		8,338		—		55,204
Blue chips gains (investing activities)1	(1,406)		—		—		—		—		—		(1,406)
All-in sustaining costs	49,878		38,418		50,073		28,178		28,374		9,666		204,587
Gold equivalent ounces sold	26,629		29,509		36,384		11,051		11,863		—		115,436
All-in sustaining costs per ounce	1,873		1,302		1,376		2,550		2,392		—		1,772
Gold equivalent was calculated using the realized prices for gold of 2,661/oz Au, 31.3/oz Ag, 2,009/t Pb, and 3,046/t Zn for Q4 2024.
Figures may not add due to rounding
1 Presented on a cash basis

All values are in US Dollars.

Fortuna | 24


AISC Per Gold Equivalent Ounce Sold - Q4 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	26,869		26,783		13,903		26,237		18,750		—		112,542
Inventory net realizable value adjustment	—		—		—		—		—		—		—
Royalties and taxes	3,916		4,437		6,364		815		227		—		15,759
Worker's participation	—		—		—		(430)		399		—		(31)
General and administration	2,833		(336)		1,398		1,789		1,344		12,603		19,631
Stand-by	—		2,700		—		—		—		—		2,700
Total cash costs	33,618		33,584		21,665		28,411		20,720		12,603		150,601
Sustaining capital1	11,205		14,958		10,050		4,693		10,513		—		51,419
Blue chips gains (investing activities)1	(12,395)		—		—		—		—		—		(12,395)
All-in sustaining costs	32,428		48,542		31,715		33,104		31,233		12,603		189,625
Gold equivalent ounces sold	28,779		28,229		43,018		17,650		16,236		—		133,912
All-in sustaining costs per ounce2	1,127		1,720		737		1,876		1,924		—		1,416
Gold equivalent was calculated using the realized prices for gold of 1,990/oz Au, 23.3/oz Ag, 2,137/t Pb, and 2,499/t Zn for Q4 2023.
Figures may not add due to rounding
1 Presented on a cash basis
2 The composition of AISC was revised in Q4 2024 and the comparative period was updated to reflect the change. Refer to “Non-IFRS Financial Measures – All-in Sustaining Cost Per Gold Equivalent Ounce Sold” in the 2024 MD&A for a description of the calculation and the reason for the change

All values are in US Dollars.

Fortuna | 25


AISC Per Gold Equivalent Ounce Sold - Year 2024	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	100,976		99,858		80,401		97,235		62,065		—		440,535
Inventory net realizable value adjustment	—		948		—		1,366		—		—		2,314
Royalties and taxes	537		21,128		23,622		3,011		1,172		—		49,470
Worker's participation	—		—		—		—		3,094		—		3,094
General and administration	12,121		1,785		9,266		6,213		5,263		38,928		73,576
Stand-by	—		—		—		—		—		—		—
Total cash costs	113,634		123,719		113,289		107,825		71,594		38,928		568,989
Sustaining capital1	68,276		34,154		45,565		846		23,897		—		172,738
Blue chips gains (investing activities)1	(9,716)		—		—		—		—		—		(9,716)
All-in sustaining costs	172,194		157,873		158,854		108,671		95,491		38,928		732,011
Gold equivalent ounces sold	96,059		116,130		137,753		45,136		51,140		—		446,217
All-in sustaining costs per ounce	1,793		1,359		1,153		2,408		1,867		—		1,640
Gold equivalent was calculated using the realized prices for gold of 2,401/oz Au, 28.0/oz Ag, 2,072/t Pb, and 2,786/t Zn for Year 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 2023	Lindero	****	Yaramoko	****	Séguéla	****	San Jose	****	Caylloma	****	Corporate	****	GEO AISC
Cash cost applicable per gold equivalent ounce sold	94,689		95,156		28,011		95,701		73,298		—		386,855
Inventory net realizable value adjustment	—		334		—		—		—		—		334
Royalties and taxes	14,958		14,678		10,932		4,390		1,078		—		46,036
Worker's participation	—		—		—		(316)		1,927		—		1,611
General and administration	9,624		919		4,510		7,040		4,810		35,903		62,806
Stand-by	—		5,699		—		4,084		—		—		9,783
Total cash costs	119,271		116,786		43,453		110,899		81,113		35,903		507,425
Sustaining capital1	41,751		59,613		16,241		19,111		23,743		—		160,459
Blue chips gains (investing activities)1	(12,395)		—		—		—		—		—		(12,395)
All-in sustaining costs	148,627		176,399		59,694		130,010		104,856		35,903		655,489
Gold equivalent ounces sold	102,896		117,676		78,521		80,458		63,229		—		442,780
All-in sustaining costs per ounce2	1,444		1,499		760		1,616		1,658		—		1,480
Gold equivalent was calculated using the realized prices for gold of 1,948/oz Au, 23.4/oz Ag, 2,155/t Pb, and 2,706/t Zn for year 2023.
Figures may not add due to rounding
1 Presented on a cash basis
2 The composition of AISC was revised in Q4 2024 and the comparative period was updated to reflect the change. Refer to “Non-IFRS Financial Measures – All-in Sustaining Cost Per Gold Equivalent Ounce Sold” in the 2024 MD&A for a description of the calculation and the reason for the change

All values are in US Dollars.

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Reconciliation of cost of sales to cash cost per payable ounce of silver equivalent sold for the three and twelve months ended December 31, 2024 and 2023


Cash Cost Per Silver Equivalent Ounce Sold - Q4 2024	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales		28,547		19,866		48,413
Inventory adjustment		(1,366)		—		(1,366)
Depletion, depreciation, and amortization		(2,623)		(4,295)		(6,918)
Royalties and taxes		(801)		(222)		(1,023)
Other		(1)		(1,624)		(1,625)
Treatment and refining charges		720		2,965		3,685
Cash cost applicable per silver equivalent sold		24,476		16,690		41,166
Ounces of silver equivalent sold^1^		941,072		1,009,804		1,950,876
Cash cost per ounce of silver equivalent sold ($/oz)		26.01		16.53		21.10
^1^ Silver equivalent sold for Q4 2024 for San Jose is calculated using a silver to gold ratio of 85.2:1. Silver equivalent sold for Q4 2024 for Caylloma is calculated using a silver to gold ratio of 0.0:1, silver to lead ratio of 1:34.3 pounds, and silver to zinc ratio of 1:22.6 pounds.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures may not add due to rounding


Cash Cost Per Silver Equivalent Ounce Sold - Q4 2023	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales		41,108		18,599		59,707
Inventory adjustment		(4,554)		—		(4,554)
Depletion, depreciation, and amortization		(11,351)		(3,466)		(14,817)
Royalties and taxes		(815)		(227)		(1,042)
Other		344		(397)		(53)
Treatment and refining charges		1,505		4,241		5,746
Cash cost applicable per silver equivalent sold		30,791		18,750		49,541
Ounces of silver equivalent sold^1^		1,505,763		1,398,062		2,903,825
Cash cost per ounce of silver equivalent sold ($/oz)		20.45		13.42		17.06
^1^ Silver equivalent sold for Q4 2023 for San Jose is calculated using a silver to gold ratio of 84.9:1. Silver equivalent sold for Q4 2023 for Caylloma is calculated using a silver to gold ratio of 0.0:1, silver to lead ratio of 1:23.8 pounds, and silver to zinc ratio of 1:20.3 pounds.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures have been restated to remove Right of Use
Figures may not add due to rounding


Cash Cost Per Silver Equivalent Ounce Sold - Year 2024	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales		102,492		73,030		175,522
Inventory adjustment		(770)		—		(770)
Depletion, depreciation, and amortization		(4,737)		(15,942)		(20,679)
Royalties and taxes		(3,011)		(1,172)		(4,183)
Other		—		(2,583)		(2,583)
Treatment and refining charges		3,261		8,732		11,993
Cash cost applicable per silver equivalent sold		97,235		62,065		159,300
Ounces of silver equivalent sold^1^		3,851,400		4,396,445		8,247,845
Cash cost per ounce of silver equivalent sold ($/oz)		25.25		14.12		19.31
^1^ Silver equivalent sold for Year 2024 for San Jose is calculated using a silver to gold ratio of 84.9:1. Silver equivalent sold for Year 2024 for Caylloma is calculated using a silver to gold ratio of 80.1:1, silver to lead ratio of 1:29.7 pounds, and silver to zinc ratio of 1:22.1 pounds.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures may not add due to rounding

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Cash Cost Per Silver Equivalent Ounce Sold - Year 2023	****	San Jose	****	Caylloma	****	SEO Cash Costs
Cost of sales		140,068		69,408		209,476
Inventory adjustment		(4,554)		—		(4,554)
Depletion, depreciation, and amortization		(40,028)		(13,314)		(53,342)
Royalties and taxes		(4,390)		(1,078)		(5,468)
Other		253		(1,692)		(1,439)
Treatment and refining charges		4,352		19,974		24,326
Cash cost applicable per silver equivalent sold		95,701		73,298		168,999
Ounces of silver equivalent sold^1^		6,700,419		5,269,540		11,969,959
Cash cost per ounce of silver equivalent sold ($/oz)		14.28		13.91		14.12
1 Silver equivalent sold for year 2023 for San Jose is calculated using a silver to gold ratio of 83.1:1. Silver equivalent sold for year 2023 for Caylloma is calculated using a silver to gold ratio of 81.4:1, silver to lead ratio of 1:23.9 pounds, and silver to zinc ratio of 1:19.0 pounds.
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures have been restated to remove Right of Use
Figures may not add due to rounding

Reconciliation of all-in sustaining cash cost and all-in cash cost per payable ounce of silver equivalent sold for the three and twelve months ended December 31, 2024 and 2023


AISC Per Silver Equivalent Ounce Sold - Q4 2024	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold		24,476		16,690		41,166
Inventory net realizable value adjustment		1,366		—		1,366
Royalties and taxes		801		222		1,023
Worker's participation		—		1,733		1,733
General and administration		1,364		1,391		2,755
Stand-by		—		—		—
Total cash costs		28,007		20,036		48,043
Sustaining capital^3^		171		8,338		8,509
All-in sustaining costs		28,178		28,374		56,552
Silver equivalent ounces sold^1^		941,072		1,009,804		1,950,876
All-in sustaining costs per ounce^2^		29.94		28.10		28.99
1 Silver equivalent sold for Q4 2024 for San Jose is calculated using a silver to gold ratio of 85.2:1. Silver equivalent sold for Q4 2024 for Caylloma is calculated using a silver to gold ratio of 0.0:1, silver to lead ratio of 1:34.3 pounds, and silver to zinc ratio of 1:22.6 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis


AISC Per Silver Equivalent Ounce Sold - Q4 2023	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold		26,237		18,750		44,987
Inventory net realizable value adjustment		—		—		—
Royalties and taxes		815		227		1,042
Worker's participation		(430)		399		(31)
General and administration		1,789		1,344		3,133
Stand-by		—		—		—
Total cash costs		28,411		20,720		49,131
Sustaining capital^3^		4,693		10,513		15,206
All-in sustaining costs		33,104		31,233		64,337
Silver equivalent ounces sold^1^		1,505,763		1,398,062		2,903,825
All-in sustaining costs per ounce^2^		21.98		22.34		22.16
1 Silver equivalent sold for Q4 2023 for San Jose is calculated using a silver to gold ratio of 84.9:1. Silver equivalent sold for Q4 2023 for Caylloma is calculated using a silver to gold ratio of 0.0:1, silver to lead ratio of 1:23.8 pounds, and silver to zinc ratio of 1:20.3 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis

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AISC Per Silver Equivalent Ounce Sold - Year 2024	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold		97,235		62,065		159,300
Inventory net realizable value adjustment		1,366		—		1,366
Royalties and taxes		3,011		1,172		4,183
Worker's participation		—		3,094		3,094
General and administration		6,213		5,263		11,476
Stand-by		—		—		—
Total cash costs		107,825		71,594		179,419
Sustaining capital^3^		846		23,897		24,743
All-in sustaining costs		108,671		95,491		204,162
Silver equivalent ounces sold^1^		3,851,400		4,396,445		8,247,845
All-in sustaining costs per ounce^2^		28.22		21.72		24.75
1 Silver equivalent sold for Year 2024 for San Jose is calculated using a silver to gold ratio of 84.9:1. Silver equivalent sold for Year 2024 for Caylloma is calculated using a silver to gold ratio of 80.1:1, silver to lead ratio of 1:29.7 pounds, and silver to zinc ratio of 1:22.1 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis


AISC Per Silver Equivalent Ounce Sold - Year 2023	****	San Jose	****	Caylloma	****	SEO AISC
Cash cost applicable per silver equivalent ounce sold		95,701		73,298		168,999
Inventory net realizable value adjustment		—		—		—
Royalties and taxes		4,390		1,078		5,468
Worker's participation		(316)		1,927		1,611
General and administration		7,040		4,810		11,850
Stand-by		4,084		—		4,084
Total cash costs		110,899		81,113		192,012
Sustaining capital^3^		19,111		23,743		42,854
All-in sustaining costs		130,010		104,856		234,866
Silver equivalent ounces sold^1^		6,700,419		5,269,540		11,969,959
All-in sustaining costs per ounce^2^		19.40		19.90		19.62
1 Silver equivalent sold for year 2023 for San Jose is calculated using a silver to gold ratio of 83.1:1. Silver equivalent sold for year 2023 for Caylloma is calculated using a silver to gold ratio of 81.4:1, silver to lead ratio of 1:23.9 pounds, and silver to zinc ratio of 1:19.0 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis

Additional information regarding the Company’s financial results and activities underway are available in the Company’s audited consolidated financial statements for the years ended December 31, 2024 and 2023 and accompanying 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, March 6, 2025, at 9:00 a.m. Pacific time | 12:00 p.m. Eastern time. Hosting the call will be Jorge A. Ganoza, President and CEO, Luis D. Ganoza, Chief Financial Officer, Cesar Velasco, Chief Operating Officer - Latin America, and David Whittle, Chief Operating Officer - West Africa.

Shareholders, analysts, media and interested investors are invited to listen to the live conference call by logging onto the webcast at: www.webcaster4.com/Webcast/Page/1696/52039 or over the phone by dialing in just prior to the starting time.

Conference call details:

Date: Thursday, March 6, 2025

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

Dial in number (Toll Free): +1.888.506.0062

Dial in number (International): +1.973.528.0011

Access code: 830901

Replay number (Toll Free): +1.877.481.4010

Replay number (International): +1.919.882.2331

Replay passcode: 52039

Playback of the earnings call will be available until Thursday, March 20, 2025. Playback of the webcast will be available until Friday, March 6, 2026. 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 four operating mines and exploration activities in Argentina, Burkina Faso, Côte d’Ivoire, Mexico, and Peru, as well as the preliminary economic assessment stage Diamba Sud Gold Project located in Senegal. Sustainability is integral to all our operations and relationships. We produce gold and silver and generate shared value over the long-term for our stakeholders through efficient production, environmental protection, and social responsibility. For more information, please visit our website.

ON BEHALF OF THE BOARD

Jorge A. Ganoza

President, CEO, and Director

Fortuna Mining Corp.

Investor Relations:

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Forward-looking Statements

This news release contains forward-looking statements which constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 (collectively, "Forward-looking Statements"). All statements included herein, other than statements of historical fact, are Forward-looking Statements and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results to differ materially from those reflected in the Forward-looking Statements. The Forward-looking Statements in this news release include, without limitation, statements about the Company's plans for its mines and mineral properties, including exploration and development plans at the Séguéla Mine, the Tongon North prospect and the Diamba Sud Project; the Company’s anticipated financial and operational performance in 2025; the ability of the Company to mitigate the inflationary pressures on supplies used in its operations; estimated capital expenditures and estimated exploration spending in 2025, including amounts for exploration and development activities at its properties; statements regarding the Company's liquidity, access to capital; the impact of high inflation on the costs of production and the supply chain; the Company’s expectation regarding the timing of the completion of the leach pad expansion project at the Lindero Mine; the Company’s expectations regarding production at the Séguéla Mine in and expected all-in sustaining costs for 2026; statements regarding the completion of the sale of the San Jose Mine; the Company's business strategy, plans and outlook; the merit of the Company's mines and mineral properties; mineral resource and reserve estimates, metal recovery rates, concentrate grade and quality; changes in tax rates and tax laws, requirements for permits, anticipated approvals and other matters. Often, but not always, these Forward-looking Statements can be identified by the use of words such as "estimated", “expected”, “anticipated”, "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "planned", "reflecting", "will", "containing", "remaining", "to be", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations .

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

Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such uncertainties and factors include, among others, changes in general economic conditions and financial markets ; risks associated with war or other geo-political hostilities, such as the Ukrainian – Russian and the Israel – Hamas conflicts, any of which could continue to cause a disruption in global economic activity; fluctuation in currencies and foreign exchange rates; increases in the rate of inflation; the imposition or any extension of capital controls in countries in which the Company operates; any changes in tax laws in Argentina and the other countries in which we operate; changes in the prices of key supplies; uncertainty relating to nature and climate change conditions; risks associated with climate change legislation; laws and regulations regarding the protection of the environment (including greenhouse gas emission reduction and other decarbonization requirements and the uncertainty surrounding the interpretation of omnibus Bill C-59 and the related amendments to the Competition Act (Canada); our ability to manage physical and transition risks related to climate change and successfully adapt our business strategy to a low carbon global economy; technological and operational hazards in Fortuna’s mining and mine development activities; risks related to water and power availability; risks inherent in mineral exploration; uncertainties inherent in the estimation of mineral reserves, mineral resources, and metal recoveries; changes to current estimates of mineral reserves and resources; changes to production and cost estimates; changes in the position of regulatory authorities with respect to the granting of approvals or permits; governmental and other approvals; changes in government, political unrest or instability in countries where Fortuna is active; labor relations issues; as well as those factors discussed under “Risk Factors” in the Company's Annual Information Form for the financial year ended December 31, 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.

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Forward-looking Statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including, but not limited to, the accuracy of the Company’s current mineral resource and reserve estimates; that the Company’s activities will be conducted in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company, its properties or changes to production estimates (which assume accuracy of projected ore grade, mining rates, recovery timing, and recovery rate estimates and may be impacted by unscheduled maintenance, labor and contractor availability and other operating or technical difficulties); geo-political uncertainties that may affect the Company’s production, workforce, business, operations and financial condition; the expected trends in mineral prices and currency exchange rates; that the Company will be successful in mitigating the impact of inflation on its business and operations; that all required approvals and permits will be obtained for the Company’s business and operations on acceptable terms; expectations regarding the Company completing the sale of the San Jose Mine on the basis consistent with the Company’s current expectations; that there will be no significant disruptions affecting the Company's operations, the ability to meet current and future obligations and such other assumptions as set out herein. Forward-looking Statements are made as of the date hereof and the Company disclaims any obligation to update any Forward-looking Statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that these Forward-looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on Forward-looking Statements .

Cautionary Note to United States Investors Concerning Estimates of Reserves and Resources

Reserve and resource estimates included in this news release have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards on Mineral Resources and Mineral Reserves. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for public disclosure by a Canadian company of scientific and technical information concerning mineral projects. Unless otherwise indicated, all mineral reserve and mineral resource estimates contained in the technical disclosure have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards on Mineral Resources and Reserves. Canadian standards, including NI 43-101, differ significantly from the requirements of the Securities and Exchange Commission, and mineral reserve and resource information included in this news release may not be comparable to similar information disclosed by U.S. companies .

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