6-K
Fortuna Mining Corp. (FSM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANTTO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2025
Commission File Number 001-35297
Fortuna Mining Corp.
(Translation of registrant’s name into English)
1111 Melville Street, Suite 820, Vancouver, British Columbia, Canada V6E 3V6
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
FORM 20-F ¨ FORM 40-F þ
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Fortuna Mining Corp. | ||
|---|---|---|
| Date: June 26, 2025 | (Registrant) | |
| By: | /s/ “Jorge Ganoza Durant” | |
| Jorge Ganoza Durant | ||
| President and CEO |
Exhibits:
| 99.1 | Report of Voting Results |
|---|---|
| 99.2 | News Release dated June 26, 2025 |
| --- | --- |
Exhibit 99.1
Annual General Meeting of Shareholders ofFortuna Mining Corp. (the "Company") held on June 26, 2025
Report of Voting Resultspursuant to Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations
The following matters were voted upon at the annual general meeting (the "Meeting") of the holders ("Shareholders") of common shares of Fortuna Mining Corp. (the "Company") held at the office of Blake, Cassels & Graydon, 1133 Melville Street, Suite 3500, Vancouver, British Columbia on Thursday, June 26, 2025 at 10:00 a.m. (Pacific time). The matters voted upon are described in greater detail in the Company's management information circular dated May 1, 2025 (the "Information Circular"), which is available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov and on the Company's website at www.fortunamining.com.
Matters Voted Upon
| Votes Cast | ||||
|---|---|---|---|---|
| Item of Business | Outcome | For | Against | |
| 1. | Ordinary resolution to fix the number<br>of directors elected to the Board of the Company at eight. | Approved | 186,910,982 | 1,879,027 |
| (99.00%) | (1.00%) | |||
| Votes Cast | ||||
| --- | --- | --- | --- | --- |
| Item of Business | Outcome | For | Withheld | |
| 2. | The election of the following nominees<br>as directors of the Company until the next annual meeting of Shareholders or until their successors are elected or appointed: | |||
| Jorge A. Ganoza Durant | Elected | 159,475,985 | 831,198 | |
| (99.48%) | (0.52%) | |||
| David Laing | Elected | 154,870,542 | 5,436,641 | |
| (96.61%) | (3.39%) | |||
| Mario Szotlender | Elected | 154,344,778 | 5,962,405 | |
| (96.28%) | (3.72%) | |||
| David Farrell | Elected | 148,807,290 | 11,499,893 | |
| (92.83%) | (7.17%) | |||
| Alfredo Sillau | Elected | 158,876,299 | 1,430,884 | |
| (99.11%) | (0.89%) | |||
| Kylie Dickson | Elected | 159,252,340 | 1,054,844 | |
| (99.34%) | (0.66%) | |||
| Kate Harcourt | Elected | 159,513,569 | 793,615 | |
| (99.50%) | (0.50%) | |||
| Salma Seetaroo | Elected | 159,228,957 | 1,078,227 | |
| (99.33%) | (0.67%) |
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| --- | | | | | Votes Cast | | | --- | --- | --- | --- | --- | | Item of Business | | Outcome | For | Withheld | | 3. | Ordinary resolution to approve the re-appointment of KPMG LLP as auditors of the Company for the ensuing year, at a remuneration to be<br>determined by the Directors of the Company. | Approved | 179,826,554 | 8,963,456 | | | | | (95.25%) | (4.75%) |
Exhibit 99.2
Fortuna Reports Voting Results of its 2025 Annual General Meeting of Shareholders
Vancouver, June 26, 2025: Fortuna Mining Corp.(NYSE: FSM | TSX: FVI) announces the voting results from its 2025 annual general meeting of shareholders held earlier today.
A total of 188,888,907 common shares were represented at the meeting, accounting for 61.54% of Fortuna’s issued and outstanding shares as of the record date. Shareholders voted in favor of all matters of business, including the appointment of auditors and the election of all director nominees listed in the Company’s Management Information Circular dated May 1, 2025.
Detailed results of the vote for the election of directors are as follows:
| Nominee | Votes For | % For | Votes Withheld | % Withheld |
|---|---|---|---|---|
| Jorge A. Ganoza | 159,475,985 | 99.48% | 831,198 | 0.52% |
| David Laing | 154,870,542 | 96.61% | 5,436,641 | 3.39% |
| Mario Szotlender | 154,344,778 | 96.28% | 5,962,405 | 3.72% |
| David Farrell | 148,807,290 | 92.83% | 11,499,893 | 7.17% |
| Alfredo Sillau | 158,876,299 | 99.11% | 1,430,884 | 0.89% |
| Kylie Dickson | 159,252,340 | 99.34% | 1,054,844 | 0.66% |
| Kate Harcourt | 159,513,569 | 99.50% | 793,615 | 0.50% |
| Salma Seetaroo | 159,228,957 | 99.33% | 1,078,227 | 0.67% |
The Company’s Voting Results Report has been filed under Fortuna’s profile on SEDAR+ and will be filed immediately after under Fortuna’s profile on EDGAR.
About Fortuna Mining Corp.
Fortuna Mining Corp. is a Canadian precious metals mining company with three operating mines and exploration activities in Argentina, Côte d’Ivoire, Mexico, and Peru, as well as the Diamba Sud Gold Project located in Senegal. Sustainability is integral to all our operations and relationships. We produce gold and silver and generate shared value over the long-term for our stakeholders through efficient production, environmental protection, and social responsibility. For more information, please visit www.fortunamining.com.
ON BEHALF OF THE BOARD
Jorge A. Ganoza
President, CEO, and Director
Fortuna Mining Corp.
Investor Relations:
Carlos Baca | info@fmcmail.com
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