Fortuna Mining (NYSE: FSM) doubles 2025 profit and boosts cash

Rhea-AI Filing Summary

Fortuna Mining Corp. reported strong full-year 2025 results, with sales rising to $947,059 thousand from $677,243 thousand and net income increasing to $311,064 thousand from $141,906 thousand. Net income from continuing operations was $288,777 thousand, reflecting stronger mine performance and lower finance costs.

Basic earnings per share attributable to shareholders were $0.94 in 2025, up from $0.42, while diluted EPS rose to $0.90 from $0.41. Cash and cash equivalents grew to $553,985 thousand, contributing to total assets of $2,360,641 thousand and total equity of $1,735,318 thousand.

The company completed the sales of its San Jose and Yaramoko mines, which are reported as discontinued operations and contributed $22,287 thousand of net income. An impairment reversal of $52,745 thousand was recognized at the Lindero cash-generating unit after higher long-term metal price assumptions, and KPMG LLP issued unqualified opinions on both the financial statements and internal control over financial reporting.

Positive

• Significantly stronger profitability: 2025 net income rose to $311,064 thousand from $141,906 thousand, with net income from continuing operations increasing to $288,777 thousand and basic EPS attributable to shareholders more than doubling to $0.94.
• Robust cash generation and balance sheet: cash and cash equivalents grew to $553,985 thousand, total equity reached $1,735,318 thousand, and the amended $150,000 thousand revolving credit facility remained undrawn while all financial covenants were met.
• Impairment reversal and clean controls: a $52,745 thousand impairment reversal was recognized at the Lindero CGU, and KPMG LLP issued unqualified opinions on both the 2025 IFRS financial statements and the effectiveness of internal control over financial reporting.

Negative

• None.

Insights

Mining equity analyst

Fortuna posts sharply higher 2025 profits, cash, and clean audits.

Fortuna Mining Corp. grew 2025 sales to $947,059 thousand from $677,243 thousand, while net income more than doubled to $311,064 thousand. Operating income rose to $408,391 thousand, helped by higher mine operating income and a reversal of prior-period impairment.

Net income from continuing operations reached $288,777 thousand, and basic EPS attributable to shareholders climbed to $0.94. A $52,745 thousand impairment reversal at the Lindero cash-generating unit followed updated long-term metal price assumptions and life-of-mine estimates, underscoring sensitivity to commodity price expectations.

Year-end cash and cash equivalents increased to $553,985 thousand, with total equity at $1,735,318 thousand. Disposals of the San Jose and Yaramoko mines, reported as discontinued operations, contributed $22,287 thousand of net income. KPMG LLP issued unqualified opinions on both the IFRS financial statements and internal control over financial reporting as of December 31, 2025.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 6-K

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

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For the month of February 2026

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Commission File Number 001-35297

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Fortuna Mining Corp.

(Translation of registrant’s name into English)

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

(Address of principal executive office)

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

FORM 20-F   ¨ FORM 40-F  þ

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SIGNATURES

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

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​ ​ ​ Date:  February 19, 2026 Fortuna Mining Corp. (Registrant) ​ By:  /s/  "Jorge Ganoza Durant"   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​Jorge Ganoza Durant   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​President and CEO   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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Exhibits:

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99.1      Annual Audited Consolidated Financial Statements for the year ended December 31, 2025.

99.2      Management’s Discussion and Analysis for the year ended December 31, 2025.

99.3      News release dated February 18, 2026.

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CONSOLIDATED FINANCIAL STATEMENTS

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For the years ended

December 31, 2025 and 2024

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MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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Management of Fortuna Mining Corp. (the “Company”) (“we”, “us” or “our”) 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.

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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.

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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.

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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).

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

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Vancouver, Canada

February 18, 2026

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of 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, 2025 and 2024, the related consolidated statements of income, comprehensive income, 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, 2025 and 2024, and the financial performance and its cash flows for each of the years then ended, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

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, 2025, 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 February 18, 2026 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 $1,518,676 thousand as of December 31, 2025. As discussed in Note 32 to the consolidated financial statements, the Company determined that there was an indicator of impairment reversal at the Lindero cash-generating unit (CGU).  Specifically, the increase in the Company’s estimates of future metal prices was identified as an indicator of impairment reversal. The Company estimated the recoverable amount of the Lindero CGU based on its fair value less cost of disposal and determined that recoverable amount is greater than the carrying amount, therefore an impairment reversal of $52,745 thousand was recognized.

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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. Assumptions used in the determination of the recoverable amount included long-term metal prices, the amounts of recoverable mineral reserves and mineral resources information that form the basis for the life of mine plan, production cost estimates, and the discount rate.

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 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 amounts of recoverable mineral reserves and mineral resources information that form the basis for the life of mine plan for the Lindero CGU. We compared the amounts of recoverable mineral reserves and mineral resources in the discounted cash flow model to the life of mine plan and to the recoverable mineral reserves and mineral resources 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 recoverable mineral reserves and mineral 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; and (2) evaluating the discount rate by comparing it to an independently calculated range of discount rates using internal and external independent sources.

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/s/ KPMG LLP

Chartered Professional Accountants

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

Vancouver, Canada

February 18, 2026

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of 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, 2025, 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, 2025, 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, 2025 and 2024, the related consolidated statements of income, comprehensive income, 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 February 18, 2026 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, included in the accompanying Controls and Procedures section of Management’s Discussion and Analysis under the heading 'Management’s Report on Internal Control Over Financial Reporting'. 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.

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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.

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/s/ KPMG LLP

Chartered Professional Accountants

Vancouver, Canada

February 18, 2026

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Fortuna Mining Corp.

Consolidated Statements of Income

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

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​	​	​	​	​	​	​	​
​	​	​	​	Years ended December 31,
​	Note	​ ​ ​	​	2025 $	​ ​ ​	​	2024 (1) $
Sales	19	​	​	947,059	​	​	677,243
Cost of sales	20	​	​	480,161	​	​	443,882
Mine operating income	​	​	​	466,898	​	​	233,361
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General and administration	21	​	​	97,740	​	​	68,087
Foreign exchange loss	​	​	​	7,784	​	​	7,557
Reversal of impairment of mineral properties, plant and equipment	32	​	​	(52,745)	​	​	–
Write-off of mineral properties	8	​	​	5,038	​	​	–
Other expenses	22, 25	​	​	690	​	​	1,570
​	​	​	​	58,507	​	​	77,214
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Operating income	​	​	​	408,391	​	​	156,147
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Investment gains	5	​	​	3,364	​	​	9,716
Interest and finance costs, net	23	​	​	(12,278)	​	​	(24,129)
Gain on derivatives	​	​	​	698	​	​	–
​	​	​	​	(8,216)	​	​	(14,413)
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Income before income taxes	​	​	​	400,175	​	​	141,734
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Income taxes	24	​	​	​	​	​	​
Current income tax expense	​	​	​	125,095	​	​	76,957
Deferred income tax recovery	​	​	​	(13,697)	​	​	(25,541)
​	​	​	​	111,398	​	​	51,416
Net income from continuing operations	​	​	​	288,777	​	​	90,318
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Net income from discontinued operations, net of tax	25	​	​	22,287	​	​	51,588
Net income	​	​	​	311,064	​	​	141,906
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Net income from continuing operations attributable to:	​	​	​	​	​	​	​
Fortuna shareholders	​	​	​	269,714	​	​	84,493
Non-controlling interests	30	​	​	19,063	​	​	5,825
​	​	​	​	288,777	​	​	90,318
Net income attributable to:	​	​	​	​	​	​	​
Fortuna shareholders	​	​	​	287,469	​	​	128,735
Non-controlling interests	30	​	​	23,595	​	​	13,171
​	​	​	​	311,064	​	​	141,906
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Earnings per share from continuing operations attributable to Fortuna shareholders	18	​	​	​	​	​	​
Basic	​	​	​	0.88	​	​	0.27
Diluted	​	​	​	0.85	​	​	0.27
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Earnings per share attributable to Fortuna shareholders	18	​	​	​	​	​	​
Basic	​	​	​	0.94	​	​	0.42
Diluted	​	​	​	0.90	​	​	0.41
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Weighted average number of common shares outstanding (000's)	​	​	​	​	​	​	​
Basic	​	​	​	306,862	​	​	308,885
Diluted	​	​	​	334,896	​	​	310,747

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(1) Comparative information has been restated to reflect the sale of certain subsidiaries as discontinued operations (Note 25).

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

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Fortuna Mining Corp.

Consolidated Statements of Comprehensive Income

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

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​	​	​	​	Years ended December 31,
​	Note	​ ​ ​	​	2025 $	​ ​ ​	​	2024 $
Net income	​	​	​	311,064	​	​	141,906
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Items that will remain permanently in other comprehensive income (loss):	​	​	​	​	​	​	​
Changes in fair value of investments in equity securities, net of $nil tax	​	​	​	531	​	​	123
Items that are or may subsequently be reclassified to profit or loss:	​	​	​	​	​	​	​
Currency translation adjustment, net of tax (1)	​	​	​	3,155	​	​	(475)
Reclassification of translation adjustments on disposal of subsidiaries, net of $nil tax	25	​	​	1,701	​	​	–
Total other comprehensive income (loss)	​	​	​	5,387	​	​	(352)
Comprehensive income	​	​	​	316,451	​	​	141,554
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Comprehensive income attributable to:	​	​	​	​	​	​	​
Fortuna shareholders	​	​	​	292,856	​	​	128,383
Non-controlling interests	30	​	​	23,595	​	​	13,171
​	​	​	​	316,451	​	​	141,554

(1) For the year ended December 31, 2025, the currency translation adjustment is net of tax expense of $0.9 million (2024 - $0.9 million).

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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)

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Balance at	Note	​ ​ ​	​	December 31, 2025 $	​ ​ ​	​	December 31, 2024 $
ASSETS	​	​	​	​	​	​	​
Current assets	​	​	​	​	​	​	​
Cash and cash equivalents	​	​	​	553,985	​	​	231,328
Trade and other receivables	5	​	​	74,361	​	​	99,984
Inventories	6	​	​	122,685	​	​	134,496
Other current assets	7	​	​	13,503	​	​	20,433
​	​	​	​	764,534	​	​	486,241
Non-current assets	​	​	​	​	​	​	​
Mineral properties and property, plant and equipment	8	​	​	1,518,676	​	​	1,539,187
Other non-current assets	9	​	​	77,431	​	​	90,104
Total assets	​	​	​	2,360,641	​	​	2,115,532
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LIABILITIES	​	​	​	​	​	​	​
Current liabilities	​	​	​	​	​	​	​
Trade and other payables	10	​	​	153,361	​	​	151,642
Income taxes payable	24	​	​	81,816	​	​	80,116
Current portion of lease obligations	12	​	​	21,199	​	​	19,761
Current portion of closure and reclamation provisions	15	​	​	–	​	​	4,510
​	​	​	​	256,376	​	​	256,029
Non-current liabilities	​	​	​	​	​	​	​
Debt	13	​	​	134,410	​	​	126,031
Deferred tax liabilities	24	​	​	120,310	​	​	144,266
Closure and reclamation provisions	15	​	​	50,257	​	​	70,827
Lease obligations	12	​	​	55,687	​	​	48,216
Other non-current liabilities	14	​	​	8,283	​	​	4,090
Total liabilities	​	​	​	625,323	​	​	649,459
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SHAREHOLDERS' EQUITY	​	​	​	​	​	​	​
Share capital	17	​	​	1,125,215	​	​	1,129,709
Reserves	​	​	​	63,694	​	​	57,772
Retained earnings	​	​	​	488,125	​	​	216,384
Equity attributable to Fortuna shareholders	​	​	​	1,677,034	​	​	1,403,865
Equity attributable to non-controlling interests	30	​	​	58,284	​	​	62,208
Total equity	​	​	​	1,735,318	​	​	1,466,073
Total liabilities and shareholders' equity	​	​	​	2,360,641	​	​	2,115,532

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Contingencies and Capital Commitments (Note 31)

Subsequent Events (Notes 17 and 31)

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

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The accompanying notes are an integral part of these 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)

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​	​	​	​	Years ended December 31,
​	Note	​	​	2025 $	​ ​ ​	​	2024 $
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OPERATING ACTIVITIES	​	​	​	​	​	​	​
Net income from continuing operations	​	​	​	288,777	​	​	90,318
Items not involving cash:	​	​	​	​	​	​	​
Depletion and depreciation	​	​	​	191,019	​	​	175,516
Accretion expense	23	​	​	7,827	​	​	5,921
Income taxes	24	​	​	111,398	​	​	51,416
Interest expense, net	23	​	​	4,677	​	​	17,561
Share-based payments, net of cash settlements	​	​	​	23,757	​	​	8,012
Reversal of impairment of mineral properties, plant and equipment	32	​	​	(52,745)	​	​	–
Inventory net realizable value adjustments	6	​	​	(16,651)	​	​	4,693
Write-off of mineral properties	8	​	​	5,038	​	​	–
Unrealized foreign exchange gains	​	​	​	(5,857)	​	​	(1,157)
Investment gains	5	​	​	(3,364)	​	​	(9,716)
Other	​	​	​	(1,596)	​	​	488
Changes in working capital	29	​	​	(15)	​	​	(57,035)
Cash provided by operating activities	​	​	​	552,265	​	​	286,017
Income taxes paid	​	​	​	(101,269)	​	​	(38,953)
Interest paid	​	​	​	(9,504)	​	​	(15,052)
Interest received	​	​	​	13,874	​	​	3,684
Net cash provided by operating activities - continuing operations	​	​	​	455,366	​	​	235,696
Net cash provided by operating activities - discontinued operations	25	​	​	11,984	​	​	129,981
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INVESTING ACTIVITIES	​	​	​	​	​	​	​
Investments in equity securities	7	​	​	(6,110)	​	​	–
Additions to mineral properties and property, plant and equipment	8	​	​	(178,004)	​	​	(161,080)
Purchases of investments	5	​	​	(18,804)	​	​	(35,857)
Proceeds from sale of marketable securities and investment maturities	5	​	​	22,839	​	​	45,573
Receipts (deposits) on long-term assets	​	​	​	3,497	​	​	(1,769)
Other investing activities	25	​	​	14,768	​	​	(472)
Cash used in investing activities - continuing operations	​	​	​	(161,814)	​	​	(153,605)
Cash provided by (used in) investing activities - discontinued operations	25	​	​	71,680	​	​	(40,835)
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FINANCING ACTIVITIES	​	​	​	​	​	​	​
Transaction costs on credit facility	13	​	​	(107)	​	​	(1,963)
Repayment of 2019 Convertible Debentures	13	​	​	–	​	​	(9,649)
Proceeds from credit facility	13	​	​	–	​	​	68,000
Repayment of credit facility	13	​	​	–	​	​	(233,000)
2024 Convertible Notes issued	13	​	​	–	​	​	172,500
Cost of financing - 2024 Convertible Notes	13	​	​	–	​	​	(6,488)
Repurchase of common shares	17	​	​	(10,267)	​	​	(34,128)
Payments of lease obligations	29	​	​	(24,374)	​	​	(15,773)
Dividend payment to non-controlling interests	30	​	​	(12,978)	​	​	–
Cash used in financing activities - continuing operations	​	​	​	(47,726)	​	​	(60,501)
Cash used in financing activities - discontinued operations	25	​	​	(12,879)	​	​	(5,634)
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Effect of exchange rate changes on cash and cash equivalents	​	​	​	6,046	​	​	(1,922)
Increase in cash and cash equivalents during the year - continuing operations	​	​	​	251,872	​	​	19,668
Increase in cash and cash equivalents during the year - discontinued operations	25	​	​	70,785	​	​	83,512
​	​	​	​	​	​	​	​
Cash and cash equivalents, beginning of the year	​	​	​	231,328	​	​	128,148
Cash and cash equivalents, end of the year	​	​	​	553,985	​	​	231,328
​	​	​	​	​	​	​	​
Cash and cash equivalents consist of:	​	​	​	​	​	​	​
Cash	​	​	​	405,559	​	​	184,840
Cash equivalents	​	​	​	148,426	​	​	46,488
Cash and cash equivalents, end of the year	​	​	​	553,985	​	​	231,328

Segment totals for the discontinued operations are disclosed in Note 25.

Supplemental cash flow information (Note 29)

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

​

​

Page | 4

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

​

​

Reserves

​

​

​

​

​

​

​

​

​

​

Note

​ ​ ​

Number of  common shares

​

​

Amount $

​ ​ ​

​

Share units reserve $

​

​

Equity component of convertible debt $

​ ​ ​

​

Other reserves $

​ ​ ​

​

Retained earnings $

​ ​ ​

​

Non-controlling interests $

​ ​ ​

​

Total equity $

Balance at January 1, 2025

​

​

306,928,189

​

​

1,129,709

​

​

26,701

​

​

37,050

​

​

(5,979)

​

​

216,384

​

​

62,208

​

​

1,466,073

Net income

​

​

–

​

​

–

​

​

–

​

​

–

​

​

–

​

​

287,469

​

​

23,595

​

​

311,064

Other comprehensive income

​

​

–

​

​

–

​

​

–

​

​

–

​

​

5,387

​

​

–

​

​

–

​

​

5,387

Total comprehensive income

​

​

–

​

​

–

​

​

–

​

​

–

​

​

5,387

​

​

287,469

​

​

23,595

​

​

316,451

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Transactions with owners of the Company

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Sale of Roxgold SANU S.A.

25

​

–

​

​

–

​

​

–

​

​

–

​

​

–

​

​

–

​

​

(10,250)

​

​

(10,250)

Dividend declared and paid to non-controlling interests

30

​

–

​

​

–

​

​

–

​

​

–

​

​

–

​

​

–

​

​

(24,539)

​

​

(24,539)

Repurchase of common shares

17

​

(2,116,207)

​

​

(7,788)

​

​

–

​

​

–

​

​

–

​

​

(8,458)

​

​

–

​

​

(16,246)

Shares issued on vesting of share units

16

​

948,697

​

​

3,294

​

​

(3,294)

​

​

–

​

​

–

​

​

–

​

​

–

​

​

–

Issuance of shares to non-controlling interests

30

​

–

​

​

–

​

​

–

​

​

–

​

​

–

​

​

(7,270)

​

​

7,270

​

​

–

Share-based payments

16

​

–

​

​

–

​

​

3,829

​

​

–

​

​

–

​

​

–

​

​

–

​

​

3,829

​

​

​

(1,167,510)

​

​

(4,494)

​

​

535

​

​

–

​

​

–

​

​

(15,728)

​

​

(27,519)

​

​

(47,206)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at December 31, 2025

17

​

305,760,679

​

​

1,125,215

​

​

27,236

​

​

37,050

​

​

(592)

​

​

488,125

​

​

58,284

​

​

1,735,318

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at January 1, 2024

​

​

306,587,630

​

​

1,125,376

​

​

26,144

​

​

4,825

​

​

(5,627)

​

​

87,649

​

​

49,754

​

​

1,288,121

Net income

​

​

–

​

​

–

​

​

–

​

​

–

​

​

–

​

​

128,735

​

​

13,171

​

​

141,906

Other comprehensive loss

​

​

–

​

​

–

​

​

–

​

​

–

​

​

(352)

​

​

–

​

​

–

​

​

(352)

Total comprehensive income

​

​

–

​

​

–

​

​

–

​

​

–

​

​

(352)

​

​

128,735

​

​

13,171

​

​

141,554

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Transactions with owners of the Company

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Conversion and repayment of debentures

13

​

7,184,000

​

​

35,383

​

​

–

​

​

(91)

​

​

–

​

​

–

​

​

–

​

​

35,292

Dividend declared and paid to non-controlling interests

30

​

–

​

​

–

​

​

–

​

​

–

​

​

–

​

​

–

​

​

(717)

​

​

(717)

Repurchase of common shares

17

​

(7,433,015)

​

​

(34,128)

​

​

–

​

​

–

​

​

–

​

​

–

​

​

–

​

​

(34,128)

Shares issued on vesting of share units

16

​

589,574

​

​

3,078

​

​

(3,078)

​

​

–

​

​

–

​

​

–

​

​

–

​

​

–

Share-based payments

16

​

–

​

​

–

​

​

3,635

​

​

–

​

​

–

​

​

–

​

​

–

​

​

3,635

Equity portion of convertible notes, net of tax

13

​

–

​

​

–

​

​

–

​

​

32,316

​

​

–

​

​

–

​

​

–

​

​

32,316

​

​

​

340,559

​

​

4,333

​

​

557

​

​

32,225

​

​

–

​

​

–

​

​

(717)

​

​

36,398

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at December 31, 2024

​

​

306,928,189

​

​

1,129,709

​

​

26,701

​

​

37,050

​

​

(5,979)

​

​

216,384

​

​

62,208

​

​

1,466,073

​

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

​

Page | 5

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

1.   NATURE OF OPERATIONS

​

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

​

The Company is engaged in precious and base metal mining and related activities in Argentina, Côte d’Ivoire, Mexico, Peru and Senegal. The Company operates the open pit Lindero gold mine (“Lindero”) in northern Argentina, the open pit Séguéla gold mine (“Séguéla”) in southwestern Côte d’Ivoire, and the underground Caylloma silver, lead, and zinc mine (“Caylloma”) in southern Peru, and is developing the Diamba Sud gold project in Senegal. On April 11, 2025, the Company completed the sale of its 100% interest in Compania Minera Cuzcatlan S.A. de C.V. (“Cuzcatlan”), which owns the San Jose silver and gold mine in southern Mexico (“San Jose”) (see Note 25). On May 12, 2025, the Company completed the sale of all of its interest in Roxgold SANU S.A. (“Sanu”), which owns and operates the underground and open pit Yaramoko gold mine in southwestern Burkina Faso (“Yaramoko”), and 100% of three other Burkina Faso subsidiaries (collectively with Sanu, the “Sanu Entities”) (see Note 25).

​

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

​

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

​

​

2.   BASIS OF PRESENTATION

​

Statement of Compliance

​

These 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”).

​

On February 18, 2026, 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 at the end of each reporting period, as disclosed in Note 27.

​

Page | 6

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(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. Discontinued operations are presented in the consolidated statements of income and consolidated statements of cash flows separately.

​

The Company is the ultimate parent entity of the group. At December 31, 2025 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
Mansfield Minera S.A. ("Mansfield")	​	​	Argentina	​	​	100%	​	​	Lindero mine
Boya S.A. (“Boya”)	​	​	Senegal	​	​	100%	​	​	Diamba Sud project
Roxgold SANGO S.A. (“Sango”)	​	​	Côte d’Ivoire	​	​	90%	​	​	Séguéla mine

(b)    Non-Controlling Interests

​

Non-controlling interests represent 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.

​

(c)    Consolidation, Functional and Presentation Currency

​

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

​

During the year ended December 31, 2025, the functional currency of some of the Company's corporate, holding, and exploration subsidiaries changed to the US dollar. This change was applied prospectively. Consequently, as at December 31, 2025, the functional currency of all the Company's subsidiaries is the US dollar.

Page | 7

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

​

(d)    Inventories

​

Inventories include mineral concentrates, doré, ore on the leach pad, gold in-circuit, and stockpiled ore, 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. Supplies inventories are measured at the lower of average cost, which includes all costs of purchase and other costs in bringing these inventories to their existing location and condition, and net realizable value. Net realizable value is based on the replacement costs of the specific item of inventory.

​

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.

​

Page | 8

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

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.

​

(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 mine 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 the Company’s life-of-mine production plans which for Caylloma include a portion of inferred resources, and therefore differs from the life-of-mine plans the Company publishes as part of its 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 the Company’s underground 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 the Company’s mine designs, and at this time the Company applies a conversion or “risk” factor to the mining blocks comprised of inferred resources that the Company includes 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 the Company’s mines. The conversion factors used in the Company’s 2025 life-of-mine plans was 90% (2024: 90%) at Caylloma.

​

The percentage of inferred resources included as a component of the total mineable inventory (reserve and resource) considered in the 2025 underground life-of-mine evaluation as of December 31, 2025, was 49% (2024: 42%) at Caylloma.

​

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 | 9

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(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		Life of mine		Units of production
Buildings, located at the mine		Life of mine		Units of production
Buildings, others (1)		6-10 years		Straight line
Leasehold improvements (1)		4-8 years		Straight line
​ Plant and equipment ​		​		​
Processing plant	​	Life of mine	​	Units of production
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.

​

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.

​

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 mineral properties) 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.

Page | 10

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

​

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 (“CGU”).

​

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.

​

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. FVLCD is the amount obtainable from the sale of the asset in an arm’s length transaction between knowledgeable, willing parties, less costs of disposal. When a binding sale agreement is not available, the FVLCD is estimated using a discounted cash flow approach with inputs and assumptions consistent with those expected to be used by a market participant.

​

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 profit or loss immediately.

​

(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.

Page | 11

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

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.

​

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.

​

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.

​

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, and at the time of the transaction does not give rise to equal taxable and deductible temporary differences;

● 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)   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.

​

Page | 12

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

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. Revisions in estimates or new disturbances result in an adjustment to the CRP with an offsetting adjustment to the asset. 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.

​

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 costs of equity-settled share-based payment arrangements are recorded based on the estimated fair value at the grant date and charged to profit or loss 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.

​

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.

​

i.   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 reporting date. The year-over-year change in the DSU compensation liability is recognized in profit or loss.

​

ii.  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.

​

Page | 13

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

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.  

​

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

​

Financial assets are measured as either: amortized cost; fair value through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”). 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 | 14

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(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 the Company’s own equity instruments. No gain or loss is recognized on the issue of the Company’s 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 Company 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 concentrate sales in accordance with specified contract terms. This generally occurs upon delivery to the customer at a specified warehouse or upon loading the concentrate onto a vessel. The Company typically receives payment within one to four weeks of 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.

​

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

​

Page | 15

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

(n)    Assets Held for Sale and Discontinued Operations

​

The Company classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable, the asset or disposal group is available for immediate sale in its present condition, and management is committed to a plan to sell. The sale must be expected to qualify for recognition as a completed sale within one year from the date of classification, and it must be unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

​

Assets or disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal, excluding finance costs and income tax expense. If the fair value less costs to sell is lower than the carrying amount, an impairment loss is recognized. 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 and subsequent gains and losses on remeasurement are recognized in profit or loss.

​

Once classified as held for sale, property, plant and equipment and intangible assets are no longer depreciated or amortized. Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position.

​

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

​

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

​

In August 2023, the IASB issued amendments to IAS 21, The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability, to clarify the accounting for transactions in currencies that lack exchangeability. These amendments 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 amendments also require additional disclosures when an entity applies the new requirements to estimate a spot exchange rate due to a lack of exchangeability. The Company adopted these amendments effective January 1, 2025. The adoption of the amendments did not have a material impact on the Company's financial statements. The Company has assessed the currencies in the jurisdictions in which it operates and determined that, for the year ended December 31, 2025, no material lack of exchangeability existed that would require the use of an estimated spot rate under the new guidance.

​

(p)    New Accounting Standards Issued but not yet Effective

​

In May 2024, the IASB issued amendments to IFRS 7 and IFRS 9, Classification and Measurement of Financial Instruments. These amendments address specific issues related to the derecognition of financial liabilities settled through an electronic payment system and the classification of financial assets with certain contractual cash flow characteristics. In accordance with IFRS, the Company applied the amendments to IFRS 7 and IFRS 9 effective January 1, 2026, on a prospective basis. While the impact of the amendments to IFRS 9 will depend on the method and timing of future settlements, the Company does not currently expect there to be a material impact. The additional disclosures required under the IFRS 7 amendments will be included beginning with the Company’s annual consolidated financial statements for the year ending December 31, 2026.

Page | 16

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

​

In April 2024, the IASB issued new IFRS 18, Presentation and Disclosure in Financial Statements. These standards, effective for annual periods beginning on or after January 1, 2027, replace IAS 1, Presentation of Financial Statements, 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 standard does not change the recognition or measurement of items in the financial statements.

​

Key changes anticipated to impact the Company include:

● Income and expenses will be classified into defined categories, including operating, investing, and financing. Consequently, some income and expense items may move to different sections of the income statement compared to current presentation;

● The Company will be required to present specific subtotals, including operating profit;

● New disclosures will be required for subtotals of income and expenses used in public communications to communicate management’s view of performance; and

● The starting point for the indirect method of reporting cash flows from operating activities will change to operating profit (currently, net income from continuing operations).

​

The Company is currently assessing the detailed implications of these changes and plans to adopt the standard retrospectively on January 1, 2027. Comparative information will be restated on adoption.

​

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, 2025, 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.

​

Page | 17

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

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, 2025, the Company used the following long-term prices for the reserve and resource estimations: gold $2,300/oz, silver $27/oz, lead $2,000/t and zinc $2,700/t.

​

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 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.  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.

​

Page | 18

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

iv.   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.

​

(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.

​

5.   TRADE AND OTHER RECEIVABLES

​

​	​	​	​	​	​	​
​	​ ​ ​	​	December 31, 2025 $	​ ​ ​	​	December 31, 2024 $
Trade receivables from doré and concentrate sales	​	​	20,761	​	​	26,702
Advances and other receivables	​	​	8,248	​	​	4,332
Value added tax receivables	​	​	45,352	​	​	68,950
Trade and other receivables	​	​	74,361	​	​	99,984

​

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, 2025 and 2024.

​

Page | 19

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

As at December 31, 2025, current VAT receivables include $30.9 million (December 31, 2024 - $22.2 million) for Séguéla; $11.9 million (December 31, 2024 - $20.4 million) for Lindero; $nil (December 31, 2024 - $20.6 million) for Yaramoko; and $nil (December 31, 2024 - $4.3 million) for San Jose. An additional $7.7 million (December 31, 2024 - $28.4 million) of VAT receivable is classified as non-current (refer to Note 9).

​

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, 2025, the Company recorded investment gains of $1.3 million (December 31, 2024 - $9.7 million) from trades in Argentine peso-denominated cross-border securities.

​

6.   INVENTORIES

​

​	​	​	​	​	​	​	​
​	Note	​ ​ ​	​	December 31, 2025 $	​ ​ ​	​	December 31, 2024 $
Ore stockpiles	​	​	​	109,035	​	​	104,998
Materials and supplies	​	​	​	46,032	​	​	55,864
Leach pad and gold-in-circuit	​	​	​	31,550	​	​	26,673
Doré bars	​	​	​	2,396	​	​	547
Concentrate stockpiles	​	​	​	426	​	​	299
Total inventories	​	​	​	189,439	​	​	188,381
Less: non-current portion	9	​	​	(66,754)	​	​	(53,885)
Current inventories	​	​	​	122,685	​	​	134,496

​

During the year ended December 31, 2025, the Company expensed $418.9 million of inventories to cost of sales (December 31, 2024 - $405.1 million).

​

During the year ended December 31, 2025, a $16.7 million recovery (December 31, 2024 - $4.7 million charge) was recognized to adjust low-grade stockpiles at Lindero to net realizable value. This includes a recovery of $5.6 million (December 31, 2024 - $1.6 million charge) related to depletion and depreciation.

​

7.   OTHER CURRENT ASSETS

​

​	​	​	​	​	​	​	​
​	​	​ ​ ​	​	December 31, 2025 $	​ ​ ​	​	December 31, 2024 $
Prepaid expenses	​	​	​	6,619	​	​	15,936
Investments in equity securities	​	​	​	6,760	​	​	63
Income tax receivable	​	​	​	–	​	​	4,158
Other	​	​	​	124	​	​	276
Other current assets	​	​	​	13,503	​	​	20,433

​

​

​

​

​

As at December 31, 2025, prepaid expenses include $2.5 million (December 31, 2024 - $8.6 million) related to deposits and advances to contractors.

​

On June 11, 2025, the Company acquired 15,037,593 common shares of Awalé Resources Limited, a mineral exploration company in Côte d’Ivoire, for $6.1 million. As at December 31, 2025, the fair value of this investment was $6.7 million, and is included in investments in equity securities. The fair value recognized was determined based on quoted prices in active markets, a Level 1 fair value measurement, with changes in fair value recorded in other comprehensive income.

​

​

​

Page | 20

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

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, 2024

​

​

​

1,619,651

​

​

269,345

​

​

73,892

​

​

1,017,240

​

​

2,980,128

Additions

​

​

​

81,365

​

​

52,355

​

​

45,048

​

​

39,266

​

​

218,034

Changes in closure and reclamation provision

​

​

​

2,668

​

​

–

​

​

–

​

​

(469)

​

​

2,199

Disposals and write-offs

​

​

​

–

​

​

(5,038)

​

​

(375)

​

​

(6,908)

​

​

(12,321)

Sale of discontinued operations (1)

​

​

​

(549,210)

​

​

(15,953)

​

​

(55)

​

​

(258,682)

​

​

(823,900)

Transfers

​

​

​

116,136

​

​

(116,368)

​

​

(86,230)

​

​

86,462

​

​

–

Balance as at December 31, 2025

​

​

​

1,270,610

​

​

184,341

​

​

32,280

​

​

876,909

​

​

2,364,140

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

ACCUMULATED DEPLETION AND IMPAIRMENT

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2024

​

​

​

901,599

​

​

–

​

​

49

​

​

539,293

​

​

1,440,941

Disposals and write-offs

​

​

​

–

​

​

–

​

​

–

​

​

(6,115)

​

​

(6,115)

Sale of discontinued operations (1)

​

​

​

(507,347)

​

​

–

​

​

(49)

​

​

(245,781)

​

​

(753,177)

Reversal of impairment (Note 32)

​

​

​

(22,369)

​

​

–

​

​

–

​

​

(30,376)

​

​

(52,745)

Depletion and depreciation

​

​

​

130,039

​

​

–

​

​

–

​

​

86,521

​

​

216,560

Transfers

​

​

​

(931)

​

​

–

​

​

–

​

​

931

​

​

–

Balance as at December 31, 2025

​

​

​

500,991

​

​

–

​

​

–

​

​

344,473

​

​

845,464

Net book value as at December 31, 2025

​

​

​

769,619

​

​

184,341

​

​

32,280

​

​

532,436

​

​

1,518,676

(1) Represents the net book value of mineral properties and property, plant and equipment of Cuzcatlan and the Sanu Entities that were sold during the second quarter of 2025. Refer to Note 25 for details.

​

As at December 31, 2025, non-depletable mineral properties include $111.9 million of exploration and evaluation assets (December 31, 2024 - $97.8 million).

​

As at December 31, 2025, property, plant and equipment include right-of-use assets with a net book value of $75.9 million (December 31, 2024 - $66.3 million). Related depletion and depreciation for the year ended December 31, 2025, was $18.3 million (December 31, 2024 - $15.5 million).

​

Page | 21

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mineral properties - depletable $

​

​

Mineral properties - non-depletable $

​

​

Construction in progress $

​

​

Property, plant & equipment $

​

​

Total $

COST

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2023

​

​

​

1,544,820

​

​

240,970

​

​

44,218

​

​

941,528

​

​

2,771,536

Additions

​

​

​

82,553

​

​

29,165

​

​

74,018

​

​

42,030

​

​

227,766

Changes in closure and reclamation provision

​

​

​

2,890

​

​

–

​

​

–

​

​

(45)

​

​

2,845

Disposals and write-offs (1)

​

​

​

–

​

​

(14,485)

​

​

–

​

​

(7,534)

​

​

(22,019)

Transfers (2)

​

​

​

(10,612)

​

​

13,695

​

​

(44,344)

​

​

41,261

​

​

–

Balance as at December 31, 2024

​

​

​

1,619,651

​

​

269,345

​

​

73,892

​

​

1,017,240

​

​

2,980,128

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

ACCUMULATED DEPLETION AND IMPAIRMENT

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2023

​

​

​

724,468

​

​

–

​

​

49

​

​

472,807

​

​

1,197,324

Disposals and write-offs

​

​

​

–

​

​

–

​

​

–

​

​

(6,737)

​

​

(6,737)

Depletion and depreciation

​

​

​

177,131

​

​

–

​

​

–

​

​

73,223

​

​

250,354

Balance as at December 31, 2024

​

​

​

901,599

​

​

–

​

​

49

​

​

539,293

​

​

1,440,941

Net book value as at December 31, 2024

​

​

​

718,052

​

​

269,345

​

​

73,843

​

​

477,947

​

​

1,539,187

​

(1) In July 2021, the Company completed the acquisition of Roxgold 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 after 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.

​

​

9.   OTHER NON-CURRENT ASSETS

​

​	​	​	​	​	​	​	​
​	Note	​ ​ ​	​	December 31, 2025 $	​ ​ ​	​	December 31, 2024 $
Ore stockpiles	6	​	​	66,754	​	​	53,885
Value added tax receivables	​	​	​	7,665	​	​	28,374
Income tax receivable	​	​	​	–	​	​	1,152
Unamortized transaction costs	​	​	​	949	​	​	1,390
Other	​	​	​	2,063	​	​	5,303
Total other non-current assets	​	​	​	77,431	​	​	90,104

​

​

As at December 31, 2025, ore stockpiles include $60.0 million (December 31, 2024 - $49.0 million) at the Lindero mine and $6.8 million (December 31, 2024 - $4.9 million) at the Séguéla mine.

​

As at December 31, 2025, non-current VAT receivables include $7.7 million (December 31, 2024 - $nil) for Séguéla; $nil (December 31, 2024 - $25.9 million) for Yaramoko; and $nil (December 31, 2024 - $2.5 million) for San Jose.

​

​

​

Page | 22

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

10.   TRADE AND OTHER PAYABLES

​

​	​	​	​	​	​	​	​
​	Note	​ ​ ​	​	December 31, 2025 $	​ ​ ​	​	December 31, 2024 $
Trade accounts payable	​	​	​	77,927	​	​	91,180
Payroll and related payables	​	​	​	27,790	​	​	30,345
Mining royalty payable	​	​	​	14,317	​	​	4,433
Other payables	​	​	​	7,856	​	​	15,565
Share units payable	16(a)(b)(c)	​	​	25,471	​	​	10,119
Total trade and other payables	​	​	​	153,361	​	​	151,642

​

​

As at December 31, 2025, other payables include $nil (December 31, 2024 - $6.6 million) of severance provisions for the anticipated closure of the San Jose mine.

​

11.   RELATED PARTY TRANSACTIONS

​

During the year ended December 31, 2025 and 2024, the Company was charged for consulting services by Mario Szotlender, a director of the Company.

​

On March 28, 2025, the Company reached an agreement to sell its 100% interest in Cuzcatlan to JRC Ingeniería y Construcción S.A.C. (“JRC”). The transaction subsequently closed on April 11, 2025 (refer to Note 25 for details). Luis D. Ganoza, the Company’s Chief Financial Officer, is an independent, non-shareholding director of JRC and disclosed this relationship to the Company’s Board of Directors.

​

In addition to the related party transactions and balances disclosed elsewhere in these financial statements, the Company paid the following amounts to key management personnel during the year ended December 31, 2025 and 2024:

​

​	​	​	​	​	​	​
​	​	​	Years ended December 31,
​	​	​	2025 $	​ ​ ​	​	2024 $
Salaries and benefits	​	​	7,843	​	​	8,557
Directors' fees	​	​	971	​	​	851
Consulting fees	​	​	64	​	​	66
Share-based payments	​	​	20,769	​	​	7,747
​	​	​	29,647	​	​	17,221

​

​

​

​

Page | 23

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

12.   LEASE OBLIGATIONS

​

The Company’s lease obligations are primarily related to embedded leases in mining services and onsite power generation equipment contracts. A maturity analysis of the Company's lease obligations from its leased equipment contracts as at December 31, 2025 and 2024 were as follows:

​

​	​	​	​	​	​	​
​	​	​	Minimum lease payments
​	​ ​ ​	​	December 31, 2025 $	​ ​ ​	​	December 31, 2024 $
Less than one year	​	​	27,715	​	​	24,849
Between one and five years	​	​	53,222	​	​	50,868
More than five years	​	​	13,658	​	​	6,618
​	​	​	94,595	​	​	82,335
Less: future finance charges	​	​	(17,709)	​	​	(14,358)
Present value of lease obligations	​	​	76,886	​	​	67,977
Less: current portion	​	​	(21,199)	​	​	(19,761)
Non-current portion	​	​	55,687	​	​	48,216

​

​

​

13.   DEBT

​

The following table summarizes the changes in debt:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2024 Convertible Notes $

​

​

2019 Convertible Debentures $

​

​

Credit Facility $

​

​

Total $

Balance as at December 31, 2023

​

​

–

​

​

43,901

​

​

162,946

​

​

206,847

Proceeds from 2024 Convertible Notes

​

​

172,500

​

​

–

​

​

–

​

​

172,500

Drawdown

​

​

–

​

​

–

​

​

68,000

​

​

68,000

Transaction costs

​

​

(6,488)

​

​

–

​

​

–

​

​

(6,488)

Portion allocated to equity

​

​

(45,999)

​

​

–

​

​

–

​

​

(45,999)

Convertible debt conversions

​

​

–

​

​

(35,383)

​

​

–

​

​

(35,383)

Transaction costs allocated to equity

​

​

1,730

​

​

–

​

​

–

​

​

1,730

Amortization of discount and transaction costs

​

​

4,288

​

​

1,131

​

​

2,054

​

​

7,473

Extinguishment of debt

​

​

–

​

​

146

​

​

–

​

​

146

Payments

​

​

–

​

​

(9,795)

​

​

(233,000)

​

​

(242,795)

Balance as at December 31, 2024

​

​

126,031

​

​

–

​

​

–

​

​

126,031

Amortization of discount and transaction costs

​

​

8,379

​

​

–

​

​

–

​

​

8,379

Balance as at December 31, 2025

​

​

134,410

​

​

–

​

​

–

​

​

134,410

Non-current portion

​

​

134,410

​

​

–

​

​

–

​

​

134,410

​

​

(a) 2024 Convertible Notes

​

In June 2024, the Company issued $172.5 million aggregate principal amount of unsecured convertible senior notes (the “2024 Convertible Notes”) pursuant to an indenture (the “Indenture”), between the Company and Computershare Trust Company, N.A., as trustee, dated June 10, 2024. 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.

​

Page | 24

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

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.

​

Prior to July 5, 2027, the Company may not redeem the notes except in the event of certain changes in Canadian tax law. On or after July 5, 2027, the Company may redeem all or part of the notes for cash if the Company’s share price exceeds 130% of the conversion price for a specified period. The redemption price is 100% of the principal amount plus accrued interest.

​

In the event of a "fundamental change" (defined as a change in control, significant merger/asset sale, or liquidation), the Company is required to offer to purchase the outstanding notes at 100% of the principal amount plus accrued interest.

​

The 2024 Convertible Notes are accounted for as a compound financial instrument. The liability component is accreted to the face value over the term to maturity using the effective interest method with an effective interest rate of 12.1%. The residual equity component, representing the conversion option, remains classified in equity.

​

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 with a certificate of compliance for the year ended December 31, 2025.

​

(b)2019 Convertible Debentures

​

In June 2024, the Company completed the early redemption of all issued and outstanding 4.65% senior subordinated unsecured convertible debentures (the “2019 Convertible Debentures”).

​

On the redemption date of the 2019 Convertible Debentures on July 10, 2024, an aggregate principal amount of $9.8 million was redeemed in cash. The remaining principal amount of $35.9 million was converted into 7,184,000 common shares of the Company at a conversion price of $5.00 per common share. In addition, accrued interest of $0.4 million was paid in cash.

​

(c)Credit Facilities

​

Effective October 31, 2024, the Company entered into a fifth amended and restated credit agreement (the “Amended Credit Facility”), with a syndicate of banks led by Scotiabank, Bank of Montreal, ING Capital LLC and National Bank of Canada. The Amended Credit Facility consists of a $150.0 million revolving credit facility and an uncommitted accordion option of up to $75.0 million. The facility has a four-year term, maturing in October 2028, 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.

​

Page | 25

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

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, 2025, the Company was in compliance with all covenants under the Amended Credit Facility and the Credit Facility remained undrawn.

​

14.   OTHER NON-CURRENT LIABILITIES

​

​	​	​	​	​	​	​	​
​	Note	​ ​ ​	​	December 31, 2025 $	​ ​ ​	​	December 31, 2024 $
Restricted share units	16(b)	​	​	8,283	​	​	3,944
Other	​	​	​	–	​	​	146
Total other non-current liabilities	​	​	​	8,283	​	​	4,090

​

​

15.   CLOSURE AND RECLAMATION PROVISIONS

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​ ​ ​

​

Caylloma $

​ ​ ​

​

Lindero $

​

​ ​ ​

Séguéla $

​

​

San Jose(1) $

​

​

Yaramoko(1) $

​

​

Total $

Balance as at December 31, 2024

​

​

​

15,356

​

​

15,470

​

​

15,110

​

​

14,677

​

​

14,724

​

​

75,337

Changes in estimate (2)

​

​

​

(1,033)

​

​

1,747

​

​

1,860

​

​

460

​

​

(375)

​

​

2,659

Reclamation expenditures

​

​

​

(452)

​

​

–

​

​

–

​

​

(143)

​

​

–

​

​

(595)

Accretion

​

​

​

797

​

​

760

​

​

642

​

​

341

​

​

156

​

​

2,696

Effect of changes in foreign exchange rates

​

​

​

–

​

​

–

​

​

–

​

​

(35)

​

​

–

​

​

(35)

Disposals

​

​

​

–

​

​

–

​

​

–

​

​

(15,300)

​

​

(14,505)

​

​

(29,805)

Balance as at December 31, 2025

​

​

​

14,668

​

​

17,977

​

​

17,612

​

​

–

​

​

–

​

​

50,257

Less: current portion

​

​

​

–

​

​

–

​

​

–

​

​

–

​

​

–

​

​

–

Non-current portion

​

​

​

14,668

​

​

17,977

​

​

17,612

​

​

–

​

​

–

​

​

50,257

(1) Represents the closure and reclamation provisions of Cuzcatlan and Sanu, which were sold during the second quarter of 2025. Refer to Note 25 for details.

(2) The change in estimate for the San Jose mine of $0.5 million was included in net income from discontinued operations, net of tax in the Company's consolidated statements of income for year ended December 31, 2025.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Caylloma $

​ ​ ​

​

Lindero $

​

​ ​ ​

Séguéla $

​

​

San Jose $

​

​

Yaramoko $

​

​

Total $

Balance as at December 31, 2023

​

​

​

15,950

​

​

14,485

​

​

10,777

​

​

10,358

​

​

14,233

​

​

65,803

Changes in estimate (1)

​

​

​

(1,259)

​

​

349

​

​

3,883

​

​

7,231

​

​

(128)

​

​

10,076

Reclamation expenditures

​

​

​

(259)

​

​

–

​

​

–

​

​

(2,035)

​

​

–

​

​

(2,294)

Accretion

​

​

​

924

​

​

636

​

​

450

​

​

922

​

​

619

​

​

3,551

Effect of changes in foreign exchange rates

​

​

​

–

​

​

–

​

​

–

​

​

(1,799)

​

​

–

​

​

(1,799)

Balance as at December 31, 2024

​

​

​

15,356

​

​

15,470

​

​

15,110

​

​

14,677

​

​

14,724

​

​

75,337

Less: current portion

​

​

​

(86)

​

​

–

​

​

–

​

​

(4,424)

​

​

–

​

​

(4,510)

Non-current portion

​

​

​

15,270

​

​

15,470

​

​

15,110

​

​

10,253

​

​

14,724

​

​

70,827

(1) The change in estimate for the San Jose mine of $7.2 million was included in net income from discontinued operations, net of tax in the Company's consolidated statements of income for the year ended December 31, 2024.

​

Page | 26

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Caylloma $

​

​

Lindero $

​

​

Séguéla $

​

​

Total $

Undiscounted uninflated estimated cash flows

​

​

​

19,951

​

​

18,084

​

​

19,451

​

​

57,486

Discount rate

​

​

​

5.53%

​

​

4.79%

​

​

3.94%

​

​

​

Inflation rate

​

​

​

3.00%

​

​

2.79%

​

​

2.39%

​

​

​

​

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

​

​

16.   SHARE-BASED PAYMENTS

​

During the year ended December 31, 2025, the Company recognized share-based payments of $31.3 million, (December 31, 2024 - $11.4 million) related to the amortization of deferred, restricted and performance share units.

​

(a) Deferred Share Units

​

​	​	​	​	​	​
​	​ ​ ​	Cash Settled
​	​	Number of DSUs	​	​	Fair Value $
Outstanding, December 31, 2023	​	1,048,500	​	​	4,043
Granted	​	135,316	​	​	438
Changes in fair value	​	–	​	​	595
Outstanding, December 31, 2024	​	1,183,816	​	​	5,076
Granted	​	83,992	​	​	387
Changes in fair value	​	–	​	​	6,978
Outstanding, December 31, 2025	​	1,267,808	​	​	12,441

​

(b) Restricted Share Units

​

​	​	​	​	​	​
​	​	Cash Settled
​	​	Number of RSUs	​ ​ ​	​	Fair Value $
Outstanding, December 31, 2023	​	2,668,197	​	​	5,216
Granted	​	1,956,611	​	​	–
Units paid out in cash	​	(896,413)	​	​	(3,160)
Forfeited or cancelled	​	(179,402)	​	​	(332)
Changes in fair value and vesting	​	–	​	​	7,263
Outstanding, December 31, 2024	​	3,548,993	​	​	8,987
Granted	​	1,354,613	​	​	–
Units paid out in cash	​	(1,401,895)	​	​	(7,448)
Forfeited or cancelled	​	(172,296)	​	​	(391)
Changes in fair value and vesting	​	–	​	​	20,165
Outstanding, December 31, 2025	​	3,329,415	​	​	21,313
Less: current portion	​	​	​	​	(13,030)
Non-current portion	​	​	​	​	8,283

​

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

​

Page | 27

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

(c)    Performance Share Units

​

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

​

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

​

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

​

(d)    Stock Options

​

The Company’s Stock Option Plan, as amended and approved from time to time, permits the Company to issue up to 12,200,000 stock options. As at December 31, 2025, a total of 2,950,529 stock options are available for issuance under the plan. As at December 31, 2025, no stock options were outstanding (December 31, 2024 - none).

​

17.   SHARE CAPITAL

​

Authorized Share Capital

​

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

​

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

​

During the year ended December 31, 2025, the Company acquired 2,116,207 common shares (December 31, 2024 - 7,433,015) at an average cost of $7.67 per share (December 31, 2024 - $4.59), excluding brokerage fees, for a total cost of $16.2 million (December 31, 2024 - $34.1 million); and cancelled 1,916,900 common shares (December 31, 2024 - 7,433,015). As at December 31, 2025, the Company held 199,307 repurchased shares pending cancellation. These common shares were cancelled in January 2026 and are recorded as a reduction in share capital as at December 31, 2025.

​

​

Page | 28

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

18.   EARNINGS PER SHARE

​

​	​	​	​	​	​	​
​	​	​	Years ended December 31,
​	​ ​ ​	​	2025 $	​ ​ ​	​	2024 $
Basic:	​	​	​	​	​	​
Net income from continuing operations attributable to Fortuna shareholders	​	​	269,714	​	​	84,493
Net income attributable to Fortuna shareholders	​	​	287,469	​	​	128,735
​	​	​	​	​	​	​
Weighted average number of shares (000's)	​	​	306,862	​	​	308,885
Earnings per share from continuing operations - basic	​	​	0.88	​	​	0.27
Earnings per share - basic	​	​	0.94	​	​	0.42

​

​	​	​	​	​	​	​
​	​	​	Years ended December 31,
​	​ ​ ​	​	2025 $	​ ​ ​	​	2024 $
Diluted:	​	​	​	​	​	​
Net income from continuing operations attributable to Fortuna shareholders	​	​	269,714	​	​	84,493
Add: finance costs on convertible debt, net of tax (1)	​	​	14,847	​	​	–
Diluted net income from continuing operations for the period	​	​	284,561	​	​	84,493
Net income attributable to Fortuna shareholders	​	​	287,469	​	​	128,735
Add: finance costs on convertible debt, net of tax (1)	​	​	14,847	​	​	–
Diluted net income for the period	​	​	302,316	​	​	128,735
​	​	​	​	​	​	​
Weighted average number of shares (000's)	​	​	306,862	​	​	308,885
Incremental shares from dilutive potential shares	​	​	28,034	​	​	1,862
Weighted average diluted number of shares (000's)	​	​	334,896	​	​	310,747
Earnings per share from continuing operations - diluted	​	​	0.85	​	​	0.27
Earnings per share - diluted	​	​	0.90	​	​	0.41

(1) For the year ended December 31, 2025, finance costs on convertible debt are net of tax of $nil.

​

The incremental shares from dilutive potential shares primarily consist of share units and, for the year ended December 31, 2025, potential common shares issuable on conversion of the 2024 Convertible Notes. For the year ended December 31, 2025, an aggregate of nil potential common shares (December 31, 2024 - 26,172,045) issuable on conversion of the 2024 Convertible Notes were excluded from the diluted earnings per share calculation as their effect would have been anti-dilutive.

​

Page | 29

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(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, 2025

​

​

​

Argentina $

​

​

Côte d'Ivoire $

​

​

Peru $

​

​

Total $

Gold doré

​

​

294,197

​

​

525,778

​

​

–

​

​

819,975

Silver-lead concentrates

​

​

–

​

​

–

​

​

81,318

​

​

81,318

Zinc concentrates

​

​

–

​

​

–

​

​

42,249

​

​

42,249

Provisional pricing adjustments

​

​

–

​

​

–

​

​

3,517

​

​

3,517

Sales to external customers

​

​

294,197

​

​

525,778

​

​

127,084

​

​

947,059

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year ended December 31, 2024

​

​

​

Argentina $

​

​

Côte d'Ivoire $

​

​

Peru $

​

​

Total $

Gold doré

​

​

231,911

​

​

330,415

​

​

–

​

​

562,326

Silver-lead concentrates

​

​

–

​

​

–

​

​

64,344

​

​

64,344

Zinc concentrates

​

​

–

​

​

–

​

​

49,489

​

​

49,489

Provisional pricing adjustments

​

​

–

​

​

–

​

​

1,084

​

​

1,084

Sales to external customers

​

​

231,911

​

​

330,415

​

​

114,917

​

​

677,243

​

The following table presents the Company’s revenue by customer for the years ended December 31, 2025 and 2024:

​

​	​	​	​	​	​	​
​	​	​	Years ended December 31,
​	​	​	2025 $	​ ​ ​	​	2024 $
Customer 1	​	​	525,778	​	​	330,415
Customer 2	​	​	294,197	​	​	231,911
Customer 3	​	​	127,084	​	​	114,917
​	​	​	947,059	​	​	677,243

​

​

​

Page | 30

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

​

​

20.   COST OF SALES

​

​	​	​	​	​	​	​
​	​	​	Years ended December 31,
​	​	​	2025 $	​ ​ ​	​	2024 $
Direct mining and processing costs	​	​	191,533	​	​	177,279
Depletion and depreciation	​	​	189,765	​	​	172,382
Salaries and benefits	​	​	63,192	​	​	61,320
Royalties and other taxes	​	​	49,282	​	​	25,331
Workers' participation	​	​	2,773	​	​	2,640
Inventory net realizable value adjustments and other	​	​	(16,384)	​	​	4,930
Cost of sales	​	​	480,161	​	​	443,882

​

For the year ended December 31, 2025, depletion and depreciation includes $15.4 million of depreciation related to right-of-use assets (December 31, 2024 - $11.3 million).

​

On January 7, 2025, the Director General of Taxes in Côte d’Ivoire issued a communiqué announcing that the Fiscal Annex 2025 would become effective on January 10, 2025. The Fiscal Annex includes an increase of 2% in ad valorem tax rates applicable to mining operations. This change applies to gold revenue generated from the Company’s Séguéla mine and is reflected in royalties and other taxes for the year ended December 31, 2025.

​

21.   GENERAL AND ADMINISTRATION

​

​	​	​	​	​	​	​
​	​	​	Years ended December 31,
​	​	​	2025 $	​ ​ ​	​	2024 $
General and administration	​	​	31,382	​	​	31,644
Salaries, wages and benefits	​	​	34,494	​	​	24,414
Workers' participation	​	​	544	​	​	587
​	​	​	66,420	​	​	56,645
Share-based payments	​	​	31,320	​	​	11,442
General and administration	​	​	97,740	​	​	68,087

​

​

​

​

​

Page | 31

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

22.   OTHER EXPENSES

​

​	​	​	​	​	​	​
​	​	​	Years ended December 31,
​	​	​	2025 $	​ ​ ​	​	2024 $
Loss on disposal of property, plant, and equipment	​	​	879	​	​	298
Other (income) expenses	​	​	(189)	​	​	1,272
​	​	​	690	​	​	1,570

​

​

23.   INTEREST AND FINANCE COSTS, NET

​

​	​	​	​	​	​	​
​	​	​	Years ended December 31,
​	​ ​ ​	​	2025 $	​ ​ ​	​	2024 $
Interest income	​	​	14,547	​	​	3,685
Credit facilities and other interest	​	​	(2,684)	​	​	(8,505)
2024 Convertible Notes interest	​	​	(6,469)	​	​	(3,616)
Amortization of discount and transaction costs	​	​	(8,901)	​	​	(7,555)
Bank stand-by and commitment fees	​	​	(944)	​	​	(1,050)
Accretion expense	​	​	(2,199)	​	​	(2,010)
Accretion of lease liabilities	​	​	(5,628)	​	​	(3,911)
2019 Convertible Debentures interest	​	​	–	​	​	(1,167)
​	​	​	(12,278)	​	​	(24,129)

​

​

​

Page | 32

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

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,
​	​	​	2025 $	​ ​ ​	​	2024 $
Net income before tax	​	​	400,175	​	​	141,734
Statutory tax rate	​	​	27.0%	​	​	27.0%
Anticipated income tax expense at statutory rates	​	​	108,047	​	​	38,268
Deductible expenditures	​	​	(6,598)	​	​	(8,584)
Differences between Canadian and foreign tax rates	​	​	24,386	​	​	14,633
Changes in estimate	​	​	125	​	​	9,189
Inflation adjustment	​	​	(30,563)	​	​	(67,575)
Impact of foreign exchange	​	​	2,482	​	​	32,860
Change in deferred tax assets not recognized	​	​	(34,919)	​	​	16,070
Mining taxes	​	​	6,052	​	​	5,316
Withholding taxes	​	​	41,901	​	​	9,293
Other items	​	​	485	​	​	1,946
Total income tax expense	​	​	111,398	​	​	51,416
​	​	​	​	​	​	​
Total income tax represented by:	​	​	​	​	​	​
Current income tax expense	​	​	125,095	​	​	76,957
Deferred tax recovery	​	​	(13,697)	​	​	(25,541)
​	​	​	111,398	​	​	51,416

​

(b) Tax Amounts Recognized in Profit or Loss

​

​	​	​	​	​	​	​
​	​	​	Years ended December 31,
​	​	​	2025 $	​ ​ ​	​	2024 $
Current tax expense	​	​	​	​	​	​
Current taxes on profit for the year	​	​	128,135	​	​	71,427
Changes in estimates related to prior years	​	​	(3,040)	​	​	5,530
​	​	​	125,095	​	​	76,957
​	​	​	​	​	​	​
Deferred tax expense	​	​	​	​	​	​
Origination and reversal of temporary differences and foreign exchange rate	​	​	(16,862)	​	​	(29,200)
Changes in estimates related to prior years	​	​	3,165	​	​	3,659
​	​	​	(13,697)	​	​	(25,541)
​	​	​	​	​	​	​
Total tax expense	​	​	111,398	​	​	51,416

​

Page | 33

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

(c) Deferred Tax Balances

​

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

​

​	​	​	​	​	​	​
​	​ ​ ​	​	December 31, 2025 $	​ ​ ​	​	December 31, 2024 $
Deferred tax assets	​	​	​	​	​	​
Reclamation and closure cost obligation	​	​	12,394	​	​	12,377
Carried forward tax loss	​	​	12,368	​	​	11,479
Equipment and buildings	​	​	14,620	​	​	–
Accounts payable and accrued liabilities	​	​	2,888	​	​	25,282
Deductibility of resource taxes	​	​	250	​	​	182
Lease obligations	​	​	15,599	​	​	7,664
Other	​	​	527	​	​	–
Total deferred tax assets	​	​	58,646	​	​	56,984
​	​	​	​	​	​	​
Deferred tax liabilities	​	​	​	​	​	​
Mineral properties	​	​	(138,007)	​	​	(159,319)
Mining and foreign withholding taxes	​	​	(16,873)	​	​	(243)
Equipment and buildings	​	​	–	​	​	(15,938)
2024 Convertible Notes	​	​	(9,321)	​	​	(11,371)
Inflation	​	​	–	​	​	(196)
Inventory and other	​	​	(14,755)	​	​	(14,183)
Total deferred tax liabilities	​	​	(178,956)	​	​	(201,250)
​	​	​	​	​	​	​
Net deferred tax liabilities	​	​	(120,310)	​	​	(144,266)
​	​	​	​	​	​	​
​	​	​	​	​	​	​
Classification:	​	​	​	​	​	​
Deferred tax assets	​	​	–	​	​	–
Deferred tax liabilities	​	​	(120,310)	​	​	(144,266)
Net deferred tax liabilities	​	​	(120,310)	​	​	(144,266)

​

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

​

​	​	​	​	​	​	​
​	​	​	2025 $	​ ​ ​	​	2024 $
At January 1	​	​	144,266	​	​	159,855
Deferred income tax recovery through income statement	​	​	(13,697)	​	​	(26,165)
Deferred income tax (recovery) expense through equity	​	​	(10,259)	​	​	10,576
At December 31	​	​	120,310	​	​	144,266

​

Page | 34

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

(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:

​

​	​	​	​	​	​	​
​	​ ​ ​	​	December 31, 2025 $	​ ​ ​	​	December 31, 2024 $
Unrecognized deductible temporary differences and unused tax losses	​	​	​	​	​	​
Non-capital losses	​	​	164,040	​	​	174,195
Provisions	​	​	27,574	​	​	13,676
Share issue costs	​	​	202	​	​	–
Mineral properties, plant and equipment	​	​	1,922	​	​	238,795
Lease obligation	​	​	248	​	​	–
Derivative liabilities	​	​	–	​	​	25,808
Capital losses	​	​	72,717	​	​	5,236
Investments in equity securities and associates	​	​	755	​	​	1,049
Unrecognized deductible temporary differences	​	​	267,458	​	​	458,759

​

As at December 31, 2025, 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 differences associated with investments in subsidiaries consist of the following amounts:

​

​	​	​	​	​	​	​
​	​ ​ ​	​	December 31, 2025 $	​ ​ ​	​	December 31, 2024 $
Côte d’Ivoire	​	​	194,384	​	​	–
Peru	​	​	75,736	​	​	88,361
Argentina	​	​	54,119	​	​	–
Mexico	​	​	–	​	​	14,942

​

(e) Tax Loss Carry Forwards

​

Tax losses have the following expiry dates:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year of expiry

​

​

December 31, 2025 $

​

​

Year of expiry

​ ​ ​

​

December 31, 2024 $

Canada

​

​

2026 - 2045

​

​

206,070

​

​

2025 - 2044

​

​

200,452

Mexico

​

​

2026 - 2035

​

​

–

​

​

2025 - 2034

​

​

22,997

​

In addition, as at December 31, 2025, the Company has accumulated Canadian resource related expenses of $7.9 million (December 31, 2024 - $7.5 million) for which the deferred tax benefit has not been recognized.

​

Page | 35

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

(f) International Tax Reform – Pillar Two Model Rules

​

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

​

The Pillar Two regime applies to multinational enterprise groups with consolidated revenues of at least EUR 750 million in at least two of the four fiscal years immediately preceding a given fiscal year. As the Company met this threshold as at December 31, 2023 and 2024, the Pillar Two legislation became applicable to the Company effective January 1, 2025.

​

In accordance with the mandatory exception under IAS 12, the Company has applied the temporary exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.

​

For the year ended December 31, 2025, the Company has performed an assessment of its potential exposure to Pillar Two income taxes. Based on this assessment, the Company has determined that it qualifies for the transitional safe harbour relief in all jurisdictions in which it operates. Consequently, no Pillar Two current tax expense or liability has been recognized in the consolidated financial statements for the year ended December 31, 2025.

​

​

Page | 36

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

25.   DISCONTINUED OPERATIONS

​

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

​

On May 12, 2025, the Company completed the sale of its interests in the Sanu Entities to Soleil Resources International Ltd. (“Soleil”) and ceased all operations in Burkina Faso.

​

Results of Discontinued Operation – Cuzcatlan

​

The following table presents the results of Cuzcatlan for the years ended December 31, 2025 and 2024:

​

​	​	​	​	​	​	​	​
​	​	​	​	Years ended December 31,
​	​	​ ​ ​	​	2025 $	​ ​ ​	​	2024 $
Sales	​	​	​	168	​	​	106,447
Cost of sales	​	​	​	287	​	​	102,492
Mine operating (loss) income	​	​	​	(119)	​	​	3,955
​	​	​	​	​	​	​	​
General and administration	​	​	​	638	​	​	6,213
Foreign exchange loss (gain)	​	​	​	190	​	​	(1,135)
Other expenses	​	​	​	2,202	​	​	8,790
Operating loss	​	​	​	(3,149)	​	​	(9,913)
​	​	​	​	​	​	​	​
Interest and finance costs, net	​	​	​	(325)	​	​	(1,058)
Loss before income taxes	​	​	​	(3,474)	​	​	(10,971)
​	​	​	​	​	​	​	​
Income taxes	​	​	​	(1)	​	​	(741)
Net loss from operating activities, net of tax	​	​	​	(3,473)	​	​	(10,230)
​	​	​	​	​	​	​	​
Gain on sale of discontinued operation	​	​	​	7,646	​	​	–
Income (loss) from discontinued operation, net of tax	​	​	​	4,173	​	​	(10,230)
​	​	​	​	​	​	​	​
Income (loss) per share from discontinued operation attributable to Fortuna shareholders	​	​	​	​	​	​	​
Basic	​	​	​	0.01	​	​	(0.03)
Diluted	​	​	​	0.01	​	​	(0.03)

Page | 37

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

​

Results of Discontinued Operation – Sanu Entities

​

The following table presents the results of the Sanu Entities for the years ended December 31, 2025 and 2024:

​

​	​	​	​	​	​	​	​
​	​	​	​	Years ended December 31,
​	​	​ ​ ​	​	2025 $	​ ​ ​	​	2024 $
Sales	​	​	​	128,059	​	​	278,347
Cost of sales	​	​	​	82,393	​	​	172,056
Mine operating income	​	​	​	45,666	​	​	106,291
​	​	​	​	​	​	​	​
General and administration	​	​	​	1,380	​	​	1,785
Foreign exchange (gain) loss	​	​	​	(4,254)	​	​	5,990
Other expenses	​	​	​	3,217	​	​	16,704
Operating income	​	​	​	45,323	​	​	81,812
​	​	​	​	​	​	​	​
Interest and finance costs, net	​	​	​	44	​	​	(366)
Income before income taxes	​	​	​	45,367	​	​	81,446
​	​	​	​	​	​	​	​
Income taxes	​	​	​	10,140	​	​	19,628
Net income from operating activities, net of tax	​	​	​	35,227	​	​	61,818
​	​	​	​	​	​	​	​
Loss on sale of discontinued operation	​	​	​	(11,360)	​	​	–
Tax expense on sale of discontinued operation	​	​	​	(4,052)	​	​	–
Release of OCI on sale of discontinued operation	​	​	​	(1,701)	​	​	–
Income from discontinued operation, net of tax	​	​	​	18,114	​	​	61,818
​	​	​	​	​	​	​	​
Income from discontinued operation, net of tax attributable to:	​	​	​	​	​	​	​
Fortuna shareholders	​	​	​	13,581	​	​	54,472
Non-controlling interest	​	​	​	4,533	​	​	7,346
​	​	​	​	18,114	​	​	61,818
​	​	​	​	​	​	​	​
Income per share from discontinued operation attributable to Fortuna shareholders	​	​	​	​	​	​	​
Basic	​	​	​	0.04	​	​	0.18
Diluted	​	​	​	0.04	​	​	0.18

Page | 38

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

​

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

​

​	​	​	​	​	​	​	​
​	​	​	​	Cuzcatlan $	​	​	Sanu Entities $
Net assets sold	​	​	​	6,136	​	​	102,112
​	​	​	​	​	​	​	​
Cash consideration received	​	​	​	13,586	​	​	68,844
Other consideration received	​	​	​	196	​	​	11,658
Total consideration received	​	​	​	13,782	​	​	80,502
​	​	​	​	​	​	​	​
Non-controlling interests removed with disposal	​	​	​	–	​	​	10,250
Gain (loss) on sale of discontinued operations	​	​	​	7,646	​	​	(11,360)
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	Cuzcatlan $	​	​	Sanu Entities $
Cash consideration received	​	​	​	13,586	​	​	68,844
Cash and cash equivalents disposed of	​	​	​	(1,817)	​	​	(7,384)
Net cash inflows on disposal	​	​	​	11,769	​	​	61,460

​

​

The cash consideration for the sale of the Sanu Entities included an initial payment of $70.0 million, subject to customary post-closing working capital and net cash adjustments. During the year ended December 31, 2025, these adjustments were finalized, resulting in a $1.2 million payment from the Company to a disposed subsidiary. No further adjustments are outstanding.

​

The sale agreement initially entitled the Company to receive future cash payments associated with up to $53.6 million of outstanding VAT receivables. This non-cash consideration in the form of a right was initially classified as a financial asset measured at fair value through profit or loss of $11.7 million. During the third quarter of 2025, the Company and Soleil renegotiated this arrangement, and the Company received a definitive cash payment of $15.0 million in exchange for relinquishing all rights to the VAT receivables and recognized a $3.3 million gain on revaluation of the financial asset to $15.0 million in other expenses on the Company’s statements of income. As at December 31, 2025, the Company collected the full amount from Soleil and presented it within other investing activities in the Company’s statements of cash flows.

​

​

Page | 39

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

Cash Flows of Discontinued Operations

​

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

​

​	​	​	​	​	​	​	​
​	​	​	​	Years ended December 31,
​	​	​ ​ ​	​	2025 $	​ ​ ​	​	2024 $
Cuzcatlan	​	​	​	(11,200)	​	​	4,503
Sanu Entities	​	​	​	23,184	​	​	125,478
Net cash provided by operating activities	​	​	​	11,984	​	​	129,981
​	​	​	​	​	​	​	​
Cuzcatlan	​	​	​	11,738	​	​	(6,000)
Sanu Entities	​	​	​	59,942	​	​	(34,835)
Cash (used in) provided by investing activities	​	​	​	71,680	​	​	(40,835)
​	​	​	​	​	​	​	​
Cuzcatlan	​	​	​	(22)	​	​	(846)
Sanu Entities	​	​	​	(12,857)	​	​	(4,788)
Cash used in financing activities	​	​	​	(12,879)	​	​	(5,634)
Net cash flows from discontinued operations	​	​	​	70,785	​	​	83,512

​

​

​

26.   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

● Sango – operates the Séguéla gold mine

● Bateas – operates the Caylloma silver, lead, and zinc mine

● Corporate – corporate stewardship and projects outside other segments

​

Discontinued operations:

● Cuzcatlan – operates the San Jose silver-gold mine

● Sanu – operates the Yaramoko gold mine

​

Page | 40

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year ended December 31, 2025

​

​

​

Mansfield $

​

​

Sango $

​ ​ ​

​

Bateas $

​

​

Corporate $

​ ​ ​

​

Total $

Revenues from external customers

​

​

294,197

​

​

525,778

​

​

127,084

​

​

–

​

​

947,059

Cost of sales before depreciation and depletion

​

​

(85,349)

​

​

(149,019)

​

​

(56,028)

​

​

–

​

​

(290,396)

Depreciation and depletion in cost of sales

​

​

(51,726)

​

​

(120,817)

​

​

(17,222)

​

​

–

​

​

(189,765)

General and administration

​

​

(10,745)

​

​

(15,074)

​

​

(8,533)

​

​

(63,388)

​

​

(97,740)

Reversal of impairment of mineral properties, plant and equipment

​

​

52,745

​

​

–

​

​

–

​

​

–

​

​

52,745

Other (expenses) income

​

​

(13,964)

​

​

1,382

​

​

(315)

​

​

(615)

​

​

(13,512)

Finance items

​

​

3,242

​

​

(4,068)

​

​

(1,093)

​

​

(6,297)

​

​

(8,216)

Segment income (loss) before taxes

​

​

188,400

​

​

238,182

​

​

43,893

​

​

(70,300)

​

​

400,175

Income tax expense

​

​

(7,250)

​

​

(81,538)

​

​

(14,665)

​

​

(7,945)

​

​

(111,398)

Segment income (loss) after taxes from continuing operations

​

​

181,150

​

​

156,644

​

​

29,228

​

​

(78,245)

​

​

288,777

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year ended December 31, 2024

​

​

​

Mansfield $

​

​

Sango $

​ ​ ​

​

Bateas $

​

​

Corporate $

​ ​ ​

​

Total $

Revenues from external customers

​

​

231,911

​

​

330,415

​

​

114,917

​

​

–

​

​

677,243

Cost of sales before depreciation and depletion

​

​

(109,675)

​

​

(103,991)

​

​

(57,834)

​

​

–

​

​

(271,500)

Depreciation and depletion in cost of sales

​

​

(50,114)

​

​

(107,072)

​

​

(15,196)

​

​

–

​

​

(172,382)

General and administration

​

​

(12,163)

​

​

(10,865)

​

​

(5,809)

​

​

(39,250)

​

​

(68,087)

Other (expenses) income

​

​

(4,634)

​

​

(6,004)

​

​

25

​

​

1,486

​

​

(9,127)

Finance items

​

​

7,246

​

​

(3,264)

​

​

(430)

​

​

(17,965)

​

​

(14,413)

Segment income (loss) before taxes

​

​

62,571

​

​

99,219

​

​

35,673

​

​

(55,729)

​

​

141,734

Income tax (expense) recovery

​

​

(5,779)

​

​

(33,426)

​

​

(13,102)

​

​

891

​

​

(51,416)

Segment income (loss) after taxes from continuing operations

​

​

56,792

​

​

65,793

​

​

22,571

​

​

(54,838)

​

​

90,318

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As at December 31, 2025

​

​

Mansfield $

​

​

Sango $

​

​

Bateas $

​

​

Corporate $

​

​

Cuzcatlan $

​

​

Sanu $

​ ​ ​

​

Total $

Total assets

​

​

649,052

​

​

1,011,605

​

​

162,163

​

​

537,821

​

​

–

​

​

–

​

​

2,360,641

Total liabilities

​

​

66,829

​

​

293,762

​

​

56,364

​

​

208,368

​

​

–

​

​

–

​

​

625,323

Capital expenditures (1)

​

​

64,073

​

​

99,849

​

​

22,535

​

​

31,036

​

​

89

​

​

452

​

​

218,034

(1) Capital expenditures are on an accrual basis for the year ended December 31, 2025.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As at December 31, 2024

​

​

Mansfield $

​

​

Sango $

​

​

Bateas $

​

​

Corporate $

​

​

Cuzcatlan $

​

​

Sanu $

​ ​ ​

​

Total $

Total assets

​

​

554,396

​

​

939,303

​

​

153,586

​

​

230,380

​

​

59,098

​

​

178,769

​

​

2,115,532

Total liabilities

​

​

48,597

​

​

278,899

​

​

56,625

​

​

163,046

​

​

33,774

​

​

68,518

​

​

649,459

Capital expenditures (1)

​

​

69,636

​

​

80,580

​

​

23,323

​

​

15,173

​

​

6,653

​

​

32,401

​

​

227,766

​

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

​

Page | 41

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

27.   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, 2025

​ ​ ​

​

Fair value through OCI $

​ ​ ​

​

Fair value through profit or loss $

​

​

Amortized cost $

​

​

Total $

Financial assets

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

–

​

​

–

​

​

553,985

​

​

553,985

Trade receivables concentrate sales

​

​

–

​

​

15,279

​

​

–

​

​

15,279

Trade receivables doré sales

​

​

–

​

​

–

​

​

5,482

​

​

5,482

Investments in equity securities

​

​

6,760

​

​

–

​

​

–

​

​

6,760

Other receivables

​

​

–

​

​

–

​

​

8,248

​

​

8,248

Total financial assets

​

​

6,760

​

​

15,279

​

​

567,715

​

​

589,754

​

​

​

​

​

​

​

​

​

​

​

​

​

Financial liabilities

​

​

​

​

​

​

​

​

​

​

​

​

Trade payables

​

​

–

​

​

–

​

​

(77,927)

​

​

(77,927)

Payroll payable

​

​

–

​

​

–

​

​

(27,790)

​

​

(27,790)

Share units payable

​

​

–

​

​

(33,754)

​

​

–

​

​

(33,754)

2024 Convertible Notes

​

​

–

​

​

–

​

​

(134,410)

​

​

(134,410)

Other payables

​

​

–

​

​

–

​

​

(97,300)

​

​

(97,300)

Total financial liabilities

​

​

–

​

​

(33,754)

​

​

(337,427)

​

​

(371,181)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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)

​

​

Page | 42

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(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 value is calculated using quoted market value of the Company’s common shares.

​

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 for identical assets in active markets;

Level 2 – Inputs, other than the quoted prices for identical assets 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.

​

During the years ended December 31, 2025 and 2024, there were no transfers of amounts between Level 1, Level 2, and Level 3 of the fair value hierarchy. The fair values of the Company’s financial assets and financial liabilities that are measured at fair value, including their levels in the fair value hierarchy are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As at December 31, 2025

​ ​ ​

​

Level 1 $

​ ​ ​

​

Level 2 $

​ ​ ​

​

Level 3 $

​ ​ ​

​

Total $

Trade receivables concentrate sales

​

​

–

​

​

15,279

​

​

–

​

​

15,279

Investments in equity securities

​

​

6,760

​

​

–

​

​

–

​

​

6,760

Share units payable

​

​

–

​

​

(33,754)

​

​

–

​

​

(33,754)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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)

Page | 43

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

​

(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, 2025

​

​

December 31, 2024

​

​

​

Carrying amount $

​

​

Fair value $

​

​

Carrying amount $

​

​

Fair value $

2024 Convertible Notes (1)

​

​

(134,410)

​

​

(293,681)

​

​

(126,031)

​

​

(177,330)

​

(1) The carrying amounts of the 2024 Convertible Notes 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.

​

​

​

​

​

28.   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 of the Company’s 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, 2025 and 2024 is as follows:

​	​	​	​	​	​	​
​	​	​		​	​
​	​ ​ ​	​	December 31, 2025 $	​ ​ ​	​	December 31, 2024 $
Cash and cash equivalents	​	​	553,985	​	​	231,328
Trade and other receivables	​	​	74,361	​	​	99,984
Income tax receivable	​	​	–	​	​	5,310
Other non-current receivables	​	​	8,939	​	​	33,209
​	​	​	637,285	​	​	369,831

​

The carrying amount of financial assets recorded in the financial statements represents the Company’s maximum exposure to credit risk. The Company limits its exposure to counterparty credit risk on cash and term deposits by only dealing with financial institutions with high credit ratings and through the Company’s 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.

​

Page | 44

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

(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 $704.0 million of liquidity comprised of cash and cash equivalents and undrawn credit facilities as at December 31, 2025. 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, 2025.

​

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, 2025, the Company expects the following maturities of its liabilities and lease obligations, excluding payments relating to interest:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Expected payments due by year as at December 31, 2025

​

​

​

Less than

​

​

​

​

​

​

​

​

After

​

​

​

​

​

​

1 year $

​ ​ ​

​

1 - 3 years $

​ ​ ​

​

4 - 5 years $

​

​

5 years $

​

​

Total $

Trade and other payables

​

​

153,361

​

​

–

​

​

–

​

​

–

​

​

153,361

Debt

​

​

–

​

​

–

​

​

172,500

​

​

–

​

​

172,500

Closure and reclamation provisions

​

​

–

​

​

1,023

​

​

13,023

​

​

43,440

​

​

57,486

Income taxes payable

​

​

81,816

​

​

–

​

​

–

​

​

–

​

​

81,816

Lease obligations

​

​

27,715

​

​

42,178

​

​

11,044

​

​

13,658

​

​

94,595

Other liabilities

​

​

–

​

​

8,283

​

​

–

​

​

–

​

​

8,283

​

​

​

262,892

​

​

51,484

​

​

196,567

​

​

57,098

​

​

568,041

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

Page | 45

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(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 the Company’s 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, 2025 and 2024, 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, 2025

​

​ ​ ​

Canadian dollars

​ ​ ​

Peruvian soles

​ ​ ​

Mexican pesos

​ ​ ​

Argentine pesos

​ ​ ​

West African CFA francs

​ ​ ​

Australian dollars

​ ​ ​

Euros

Cash and cash equivalents

​

917

​

3,752

​

1,040

​

2,622,313

​

72,289,589

​

61

​

27

Marketable securities

​

9,265

​

–

​

–

​

–

​

–

​

–

​

–

Restricted cash

​

–

​

–

​

–

​

–

​

440,016

​

–

​

–

Trade and VAT receivables

​

114

​

5,214

​

15,692

​

24,101,955

​

23,048,844

​

9

​

2,806

Trade and other payables

​

(47,709)

​

(45,412)

​

(6,962)

​

(13,199,079)

​

(29,869,979)

​

(1,199)

​

(2,134)

Provisions, current

​

–

​

(1,445)

​

–

​

(2,989,052)

​

–

​

–

​

–

Income tax payable

​

–

​

(11,868)

​

–

​

–

​

(43,676,343)

​

–

​

–

Other liabilities

​

(313)

​

–

​

–

​

–

​

–

​

–

​

–

Provisions, non-current

​

–

​

(15,160)

​

–

​

–

​

–

​

–

​

–

Total foreign currency exposure

​

(37,726)

​

(64,919)

​

9,770

​

10,536,137

​

22,232,127

​

(1,129)

​

699

US$ equivalent of foreign currency exposure

​

(27,525)

​

(19,275)

​

544

​

7,241

​

39,785

​

(756)

​

821

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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)

​

Page | 46

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

Sensitivity as to change in foreign currency exchange rates on the Company’s foreign currency exposure as at December 31, 2025 is provided below:

​

​	​	​	​	​	​
​	​	​	​	​	Effect on foreign
​	​	​	​	​	denominated
Currency	​ ​ ​	Change %	​ ​ ​	​	items $
Mexican pesos	​	+/- 10	​	​	49
Peruvian soles	​	+/- 10	​	​	1,752
Argentine pesos	​	+/- 10	​	​	658
Canadian dollars	​	+/- 10	​	​	2,502
West African CFA francs	​	+/- 10	​	​	3,617
Australian dollars	​	+/- 10	​	​	69
Euros	​	+/- 10	​	​	75

​

(d) Metal Price Risk

​

The Company is exposed to metal price risk with respect to the sales of 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, 2025:

​

​	​	​	​	​	​
Metal	​ ​ ​	Change %	​ ​ ​	​	Effect on Sales $
Lead	​	+/- 10	​	​	836
Zinc	​	+/- 10	​	​	541

​

During the year ended December 31, 2025, the Company recognized positive sales adjustments of $3.5 million (December 31, 2024 - negative $1.1 million) as a result of changes in metal prices on the final settlement or during the quotational period.

​

(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 | 47

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(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.

​

As at December 31, 2025, the strict capital controls previously in place in Argentina, which required prior Central Bank authorization for the payment of cash dividends and restricted the free flow of foreign currency, have been substantially eased. Effective April 14, 2025, the Central Bank of the Argentine Republic (“BCRA”) established a new framework for access to the Official Foreign Exchange Market (“MULC”). Under this new regulation, legal entities are permitted to access the MULC to pay dividends and profits to non-resident shareholders without prior Central Bank approval, provided that such distributions arise from retained earnings generated in fiscal years beginning on or after January 1, 2025. Furthermore, the "Social Solidarity and Productive Reactivation" legislation and subsequent emergency decrees that previously extended capital controls through December 31, 2025, have been largely superseded by Law No. 27,742 ("Ley Bases") and associated deregulation decrees, which aim to normalize cross-border financial flows and promote foreign investment stability.

​

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.

​	​	​	​	​	​	​
​	​	​	​	​	​	​
​	​ ​ ​	​	December 31, 2025 $	​ ​ ​	​	December 31, 2024 $
Equity	​	​	1,677,034	​	​	1,403,865
Debt	​	​	134,410	​	​	126,031
Lease obligations	​	​	76,886	​	​	67,977
Less: cash and cash equivalents and short-term investments	​	​	(553,985)	​	​	(231,328)
​	​	​	1,334,345	​	​	1,366,545

​

Other than 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, 2025 and 2024, the Company was in compliance with its debt covenants.

​

Page | 48

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

29.   SUPPLEMENTAL CASH FLOW INFORMATION

​

Changes in working capital for the years ended December 31, 2025 and 2024 are as follows:

​

​	​	​	​	​	​	​
​	​	​	Years ended December 31,
​	​	​	2025 $	​ ​ ​	​	2024 $
Trade and other receivables	​	​	(10,002)	​	​	(32,610)
Prepaid expenses	​	​	1,642	​	​	1,541
Inventories	​	​	(11,584)	​	​	(24,458)
Trade and other payables	​	​	19,929	​	​	(1,508)
Total changes in working capital	​	​	(15)	​	​	(57,035)

​

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 $

​

​

2019 Convertible Debentures $

​

​

Credit Facility $

​

​

Lease obligations $

As at December 31, 2023

​

​

​

–

​

​

43,901

​

​

162,946

​

​

57,401

Additions

​

​

​

172,500

​

​

–

​

​

68,000

​

​

27,038

Terminations

​

​

​

–

​

​

–

​

​

–

​

​

(75)

Conversion of debenture

​

​

​

–

​

​

(35,383)

​

​

–

​

​

–

Accretion

​

​

​

4,288

​

​

1,131

​

​

2,054

​

​

3,905

Payments

​

​

​

–

​

​

(9,795)

​

​

(233,000)

​

​

(15,773)

Transaction costs

​

​

​

(6,488)

​

​

–

​

​

–

​

​

–

Equity component

​

​

​

(44,269)

​

​

–

​

​

–

​

​

–

Extinguishment of debt

​

​

​

–

​

​

146

​

​

–

​

​

–

Effect from discontinued operations

​

​

​

–

​

​

–

​

​

–

​

​

(4,518)

Foreign exchange

​

​

​

–

​

​

–

​

​

–

​

​

(1)

As at December 31, 2024

​

​

​

126,031

​

​

–

​

​

–

​

​

67,977

Additions

​

​

​

–

​

​

–

​

​

–

​

​

31,110

Terminations

​

​

​

–

​

​

–

​

​

–

​

​

(197)

Accretion

​

​

​

8,379

​

​

–

​

​

–

​

​

5,660

Payments

​

​

​

–

​

​

–

​

​

–

​

​

(24,374)

Effect from discontinued operations

​

​

​

–

​

​

–

​

​

–

​

​

(3,811)

Foreign exchange

​

​

​

–

​

​

–

​

​

–

​

​

521

As at December 31, 2025

​

​

​

134,410

​

​

–

​

​

–

​

​

76,886

​

The significant non-cash financing and investing transactions during the years ended December 31, 2025 and 2024 are as follows:

​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	Years ended December 31,
​	​	​ ​ ​	​	2025 $	​ ​ ​	​	2024 $
Mineral properties, plant and equipment changes in closure and reclamation provision	​	​	​	(2,199)	​	​	(2,845)
Additions to right-of-use assets	​	​	​	31,110	​	​	27,038
Share units allocated to share capital upon settlement	​	​	​	3,294	​	​	3,078

​

​

Page | 49

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

30.  NON-CONTROLLING INTERESTS

​

As at December 31, 2025, the non-controlling interests (“NCI”) of the State of Côte d’Ivoire, which represents a 10% interest in Sango, totaled $58.3 million. The income attributable to the NCI for the year ended December 31, 2025, totaling $19.1 million, is based on net income for Séguéla.

​

On March 14, 2025, the Company agreed to increase the State of Burkina Faso’s equity interest in Sanu from 10% to 15% in response to provisions of the 2024 Mining Code, and on May 12, 2025, issued shares for an additional 5% equity interest, with a carrying value of $7.3 million, to the State of Burkina Faso. On April 16, 2025, Sanu paid a dividend to the State of Burkina Faso of $11.5 million based on a 15% ownership interest, consistent with the agreement reached on March 14, 2025. On May 12, 2025, immediately prior to the sale of the Sanu Entities, the NCI of the State of Burkina Faso totaled $10.3 million. The income attributable to the NCI for the year ended December 31, 2025, totaling $4.5 million is based on net income for Yaramoko.

​

​	​	​	​	​	​	​
Summarized statement of financial position	​	​	​	​	​	​
​	​	​	​	​	​	Séguéla
As at December 31, 2025	​	​	​	​	​	$
Non-controlling interests percentage	​	​	​	​	​	10%
Current assets	​	​	​	​	​	166,933
Non-current assets	​	​	​	​	​	425,977
Current liabilities	​	​	​	​	​	(159,426)
Non-current liabilities	​	​	​	​	​	(144,459)
Net assets	​	​	​	​	​	289,025
​	​	​	​	​	​	​
Non-controlling interests	​	​	​	​	​	58,284
​	​	​	​	​	​	​
Summarized income statement	​	​	​	​	​	​
​	​	​	​	​	​	Séguéla
For the year ended December 31, 2025	​	​	​	​	​	$
Revenue	​	​	​	​	​	525,777
Net income and comprehensive income	​	​	​	​	​	244,705
​	​	​	​	​	​	​
Summarized cash flows	​	​	​	​	​	​
​	​	​	​	​	​	Séguéla
For the year ended December 31, 2025	​	​	​	​	​	$
Cash flows provided by operating activities	​	​	​	​	​	309,210
Cash flows used in investing activities	​	​	​	​	​	(80,961)
Cash flows used in financing activities	​	​	​	​	​	(146,241)

​

​

​

​

​

31.   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.

Page | 50

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

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

​

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, 2025, the Company provided a bank letter guarantee of $15.2 million to the Peruvian Government in respect of such closure costs and taxes. In January 2026, the Company updated its bank letter guarantee to $17.6 million.

​

(b)    Other Commitments

​

Argentina

​

As at December 31, 2025, the Company had capital commitments of $6.3 million, for civil work, equipment purchases and other services at the Lindero mine, which are expected to be expended within one year.

​

Côte d’Ivoire

​

The Company entered into an agreement with a service provider at the Séguéla mine wherein if the Company terminates the agreement prior to the end of its term, in November 2026, the Company would be required to make an early termination payment, which is reduced monthly over 48 months. If the Company had terminated the agreement on December 31, 2025, and elected not to purchase the service provider’s equipment, it would have been subject to an early termination payment of $11.2 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 a portion of the monthly management fee and demobilization of personnel.

​

Additional early termination payments may apply under certain other service agreements, amounting to a cumulative fee of $3.8 million as at December 31, 2025.

​

In addition, as at December 31, 2025, the Company had outstanding bank guarantees totaling $3.7 million, primarily securing obligations related to environmental rehabilitation, supplier contracts, and disputed tax assessments.

​

(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.

​

Page | 51

Fortuna Mining Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(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.

​

32.   REVERSAL OF IMPAIRMENT CHARGE

​

During the year ended December 31, 2025, an increase in the Company’s estimates of future metal prices was identified as an indicator of impairment reversal for the Lindero mine.

​

The recoverable amount of the Lindero CGU was determined based on the discounted cash flows expected to be derived from the Company’s mining properties, which is a Level 3 fair value estimate. The projected cash flows are significantly affected by changes in assumptions related to long-term metal prices, changes in the amounts of recoverable mineral reserves and mineral resources, production cost estimates, and the discount rate. The Company has estimated the recoverable amount of the Lindero mine based on its fair value less cost of disposal and determined that recoverable amount is greater than the carrying amount and as a result recorded an impairment reversal of $52.7 million. The reversal was limited to the carrying value that would have been determined, net of any applicable depreciation, had no impairment charge been recognized previously, and represents the full reversal of the impairment charge previously recorded in 2022.

​

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

Page | 52

​

​

​

​

​

​

​

​

​

​

MANAGEMENT’S DISCUSSION AND ANALYSIS

​

​

​

For the year ended December 31, 2025

​

​

​

​

​

​

​

​

​

​

​

As of February 18, 2026

​

​

​

​

​

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

This Management’s Discussion and Analysis (“MD&A”) of the financial position and results of operations for Fortuna Mining Corp. (the “Company” or “Fortuna”) (TSX: FVI and NYSE: FSM) should be read in conjunction with the audited consolidated financial statements of the Company for the years ended December 31, 2025 and 2024 (the “2025 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 February 18, 2026. The information and discussion provided in this MD&A covers the year ended December 31, 2025, and where applicable, the subsequent period up to the date of issuance of this MD&A. Unless otherwise noted, all dollar amounts in this MD&A are expressed in United States (“US”) dollars. References to "$" or "US$" in this MD&A are to US dollars and references to C$ are to Canadian dollars.

​

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

​

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

​

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

​

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

​

​

Fortuna | 2

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

​

CONTENTS

​	​
​	​
​	​
Business Overview	4
Highlights	4
Financial Results	7
Results of Operations	13
Quarterly Information	19
Exploration and Evaluation	20
Liquidity and Capital Resources	21
Financial Instruments	23
Share Position & Outstanding Options & Equity Based Share Units	23
Related Party Transactions	24
Non-IFRS Financial Measures	25
Risks and Uncertainties	37
Critical Accounting Estimates, Assumptions, and Judgements	47
Controls and Procedures	47
Cautionary Statement on Forward-Looking Statements	49
Cautionary Note to United States Investors Concerning Estimates of Reserves and Resources	51

​

​

​

Fortuna | 3

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(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 three operating mines and exploration activities in Argentina, Côte d'Ivoire, Peru, and Mexico as well as the Diamba Sud gold project in Senegal.

​

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

​

Fortuna is a publicly traded company incorporated and domiciled in British Columbia, Canada. Its common shares are listed on the New York Stock Exchange (“NYSE”) under the trading symbol FSM and on the Toronto Stock Exchange (“TSX”) under the trading symbol FVI.

​

​

​

​

​

​

​

​

HIGHLIGHTS FOR THE YEAR ENDED DECEMBER 31, 2025

​

Financial

● Sales were $947.1 million, an increase of 40% from the $677.2 million reported in the year ended December 31, 2024 (“2024”)

● Mine operating income was $466.9 million, an increase of 100% from the $233.4 million reported in 2024

● Operating income was $408.4 million, an increase of $252.3 million from the $156.1 million in operating income reported in 2024

● Attributable net income from continuing operations was $269.7 million or $0.88 per share, an increase from attributable net income of $84.5 million or $0.27 per share reported in 2024

● Adjusted net income (refer to Non-IFRS Financial Measures) was $222.2 million compared to $83.3 million in 2024, representing a 167% increase

● Adjusted EBITDA (refer to Non-IFRS Financial Measures) was $514.0 million compared to $331.1 million reported in 2024, representing a 55% increase

● Free cash flow from ongoing operations (refer to Non-IFRS Financial Measures) was $330.0 million compared to $102.6 million reported in 2024, representing a 222% increase

● Net cash provided by operating activities from continuing operations was $455.4 million, an increase of 93% from the $235.7 million reported in 2024

​

Operating

● Gold production of 239,915 ounces, a 2% increase from 2024

● Silver production of 966,108 ounces, a 18% decrease from 2024

● Lead production of 34,696,351 pounds, a 12% decrease from 2024

● Zinc production of 50,761,436 pounds, a 2% decrease from 2024

Fortuna | 4

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

● Consolidated All-in Sustaining Costs (“AISC”) of $1,933 per ounce on a gold equivalent sold basis compared to $1,634 per ounce for 2024. See “Non-IFRS Measures - All-in Sustaining Cash Cost per Ounce of Gold Equivalent Sold” for additional information

​

Health & Safety

During the fourth quarter, the Company recorded zero lost time injuries, one restricted work injury, and zero medical treatment injuries over 2.5 million hours worked. At year-end, the lost time injury frequency rate was 0.00 per million hours worked, compared to 0.48 at the end of 2024. The total recordable injury frequency rate at year-end was 0.74 per million hours worked, down from 1.36 at the end of 2024.

​

Environment

No serious environmental incidents, no incidents of non-compliance related to water permits, standards, and regulations and no material environmental fines were recorded during the fourth quarter of 2025, as well as throughout the year.

​

Community Engagement

During the fourth quarter of 2025, there were no material disputes at any of our sites, as well as throughout the year. We recorded 284 local stakeholder engagement activities during the period, for a total of 1,330 for 2025. These included consultation meetings with local administration and community leaders, participation in ceremonies and courtesy visits.

Fortuna | 5

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

Operating and Financial Highlights From Continuing Operations

​

A summary of the Company’s consolidated financial and operating results for the three and twelve months ended December 31, 2025 and 2024 is presented below:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended December 31,

​

Years ended December 31,

Consolidated Metrics

​

2025

​ ​ ​

2024

​ ​ ​

% Change

​ ​ ​

2025

​

2024

​

% Change

Selected highlights

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gold

​

​

​

​

​

​

​

​

​

​

​

​

Metal produced (oz)

​

56,143

​

62,178

​

(10%)

​

239,915

​

235,620

​

2%

Metal sold (oz)

​

56,393

​

63,224

​

(11%)

​

239,377

​

234,649

​

2%

Realized price ($/oz)

​

4,166

​

2,659

​

57%

​

3,452

​

2,404

​

44%

​

​

​

​

​

​

​

​

​

​

​

​

​

Silver

​

​

​

​

​

​

​

​

​

​

​

​

Metal produced (oz)

​

248,882

​

249,238

​

(0%)

​

966,108

​

1,176,543

​

(18%)

Metal sold (oz)

​

252,807

​

249,419

​

1%

​

1,000,004

​

1,186,617

​

(16%)

Realized price ($/oz)

​

55.97

​

31.27

​

79%

​

40.24

​

27.88

​

44%

​

​

​

​

​

​

​

​

​

​

​

​

​

Lead

​

​

​

​

​

​

​

​

​

​

​

​

Metal produced (000's lbs)

​

8,444

​

9,500

​

(11%)

​

34,696

​

39,555

​

(12%)

Metal sold (000's lbs)

​

8,465

​

9,198

​

(8%)

​

35,475

​

39,378

​

(10%)

​

​

​

​

​

​

​

​

​

​

​

​

​

Zinc

​

​

​

​

​

​

​

​

​

​

​

​

Metal produced (000's lbs)

​

12,150

​

13,874

​

(12%)

​

50,761

​

51,906

​

(2%)

Metal sold (000's lbs)

​

12,083

​

13,932

​

(13%)

​

50,451

​

52,518

​

(4%)

​

​

​

​

​

​

​

​

​

​

​

​

​

Unit costs

​

​

​

​

​

​

​

​

​

​

​

​

Cash cost ($/oz Au Eq) (1)(2)

​

971

​

918

​

6%

​

928

​

855

​

9%

All-in sustaining cash cost ($/oz Au Eq) (1)(2)

​

2,054

​

1,842

​

11%

​

1,933

​

1,634

​

18%

​

​

​

​

​

​

​

​

​

​

​

​

​

Mine operating income

​

148.4

​

69.0

​

115%

​

466.9

​

233.4

​

100%

Operating income

​

114.1

​

45.7

​

150%

​

408.4

​

156.1

​

162%

Net income from continuing operations

​

74.0

​

16.3

​

354%

​

288.8

​

90.3

​

220%

Attributable net income from continuing operations

​

68.1

​

14.7

​

363%

​

269.7

​

84.5

​

219%

Attributable income from continuing operations per share - basic

​

0.22

​

0.05

​

340%

​

0.88

​

0.27

​

226%

Attributable net income

​

68.1

​

11.3

​

503%

​

287.5

​

128.7

​

123%

Attributable income per share - basic

​

0.22

​

0.04

​

450%

​

0.94

​

0.42

​

124%

Adjusted attributable net income (1)

​

71.3

​

19.4

​

268%

​

203.1

​

77.5

​

162%

Adjusted EBITDA (1)

​

157.2

​

94.9

​

66%

​

514.0

​

331.1

​

55%

Net cash provided by operating activities - continuing operations

​

162.3

​

99.2

​

64%

​

455.4

​

235.7

​

93%

Free cash flow from ongoing operations (1)

​

132.3

​

51.1

​

159%

​

330.0

​

102.6

​

222%

Capital Expenditures (2)

​

​

​

​

​

​

​

​

​

​

​

​

Sustaining

​

23.9

​

41.0

​

(42%)

​

109.0

​

122.5

​

(11%)

Sustaining leases

​

6.6

​

4.6

​

43%

​

24.0

​

15.3

​

57%

Growth capital

​

20.6

​

10.5

​

96%

​

69.0

​

38.6

​

79%

(1) Refer to Non-IFRS financial measures.

(2)Gold equivalent was calculated using the realized prices for gold of $3,452/oz Au, $40.2/oz Ag, $1,962/t Pb and $2,864/t Zn for Year 2025. Gold equivalent was calculated using the realized prices for gold of $2,404/oz Au, $27.9/oz Ag, $2,072/t Pb and $2,786/t Zn for Year 2024.

(3) Capital expenditures are presented on a cash basis.

Figures may not add due to rounding.

Discontinued operations have been removed where applicable.

​

​

Fortuna | 6

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

The following table presents a summary of selected financial information as of and for the three months and years ended December 31, 2025, 2024, and 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended December 31,

​

​

Years ended December 31,

(in millions of US dollars except percentages)

​

​

2025

​

​

2024

​

% Change

​

​

2025

​

​

2024

​

​

2023

Sales

​

​

270.2

​

​

195.2

​

38%

​

​

947.1

​

​

677.2

​

​

463.8

Mine operating income

​

​

148.4

​

​

69.0

​

115%

​

​

466.9

​

​

233.4

​

​

105.8

Operating income

​

​

114.1

​

​

45.7

​

150%

​

​

408.4

​

​

156.1

​

​

69.1

Net income

​

​

74.0

​

​

15.1

​

390%

​

​

311.1

​

​

141.9

​

​

36.0

Attributable net Income

​

​

68.1

​

​

11.3

​

503%

​

​

287.5

​

​

128.7

​

​

31.3

Earnings per share - basic

​

​

0.22

​

​

0.04

​

450%

​

​

0.94

​

​

0.42

​

​

0.01

Attributable earnings per share - basic

​

​

0.22

​

​

0.05

​

340%

​

​

0.88

​

​

0.27

​

​

0.01

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in millions of US dollars)

​

​

​

​

​

​

​

​

​

​

December 31, 2025

​ ​ ​

​

December 31, 2024

​

​

December 31, 2023

Cash and cash equivalents

​

​

​

​

​

​

​

​

​

​

554.0

​

​

231.3

​

​

97.9

Total assets

​

​

​

​

​

​

​

​

​

​

2,360.6

​

​

2,115.5

​

​

1,681.1

Debt

​

​

​

​

​

​

​

​

​

​

134.4

​

​

126.0

​

​

206.8

Shareholder's equity attributable to Fortuna shareholders

​

​

1,677.0

​

​

1,403.9

​

​

1,228.4

​

​

FINANCIAL RESULTS FROM CONTINUING OPERATIONS

​

Sales

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in millions of US dollars,

​

Three months ended December 31,

​

Years ended December 31,

except percentages)

​

2025

​ ​ ​

2024

​ ​ ​

% Change

​ ​ ​

2025

​

2024

​

% Change

Provisional sales

​

​

​

​

​

​

​

​

​

​

​

​

Lindero

​

79.0

​

70.4

​

12%

​

294.2

​

231.9

​

27%

Séguéla

​

154.0

​

96.7

​

59%

​

525.8

​

330.4

​

59%

Caylloma

​

34.9

​

28.7

​

22%

​

123.6

​

114.7

​

8%

Adjustments (1)

​

2.3

​

(0.6)

​

(483%)

​

3.5

​

0.2

​

1,650%

Total sales

​

270.2

​

195.2

​

38%

​

947.1

​

677.2

​

40%

​

​

​

​

​

​

​

​

​

​

​

​

​

(1) Adjustments consist of mark to market, final price and assay adjustments.

Based on provisional sales before final price adjustments. Net after payable metal deductions, treatment, and refining charges.

Treatment charges are allocated to base metals at Caylloma.

Discontinued operations have been removed.

​

Fourth Quarter 2025 vs Fourth Quarter 2024

​

Consolidated sales from continuing operations for the three months ended December 31, 2025 were $270.2 million, a 38% increase from the $195.2 million reported in the same period in 2024. Sales by reportable segment for the three months ended December 31, 2025 were as follows:

● Lindero recognized sales of $79.0 million from the sale of 19,062 ounces of gold, a 12% increase from the comparable period in 2024. Sales increased at Lindero as a result of higher realized metal prices of $4,173 per gold ounce compared to $2,659 in the previous period partially offset by lower sold ounces. Lower sold ounces was the result of downtime of the HPGR in December. See "Results of Operations – Lindero Mine, Argentina" for additional information.

● Séguéla recognized sales of $154.0 million from the sale of 36,998 ounces of gold, an increase of 59% over the comparable period. Higher sales at Séguéla were the result of higher production from higher tonnes milled and

Fortuna | 7

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

grades as well as higher realized metal prices of $4,162 per gold ounce compared to $2,658 in the comparable period. See "Results of Operations – Séguéla Mine, Côte d’Ivoire" for additional information.

● Caylloma recognized sales of $34.9 million compared to $28.7 million reported in the same period in 2024. Higher sales were the result of higher realized silver prices offsetting lower base metal production. See "Results of Operations – Caylloma Mine, Peru" for additional information.

​

Twelve Months of 2025 vs Twelve Months of 2024

​

Consolidated sales from continuing operations for the twelve months ended December 31, 2025 were $947.1 million, a 40% increase from the $677.2 million reported in the same period in 2024. Sales by reportable segment for the twelve months ended December 31, 2025 were as follows:

● Lindero recognized sales of $294.2 million from the sale of 86,495 ounces of gold compared to $231.9 million in the comparable period. The increase in sales was the result of higher realized metal prices. Production for the year was impacted by the downtime of the HPGR in December. See "Results of Operations – Lindero Mine, Argentina" for additional information.

● Séguéla recognized sales of $525.8 million from the sale of 152,384 ounces compared to $330.4 million in the comparable period. The increase in sales was driven by higher production from an increase in tonnes milled and higher realized metal prices. See "Results of Operations – Séguéla Mine, Côte d’Ivoire" for additional information.

● Caylloma recognized sales of $123.6 million compared to $114.7 million in the same period in 2024 as higher realized silver prices offset lower metals production. Lower production was primarily the result of lower grades mined in line with the mine plan.

​

Operating Income (Loss) and Adjusted EBITDA

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended December 31,

​

​

Years ended December 31,

​

​ ​ ​

​

2025

​ ​ ​

% (1)

​ ​ ​

​

2024

​ ​ ​

% (1)

​ ​ ​

​

2025

​ ​ ​

% (1)

​ ​ ​

​

2024

​ ​ ​

% (1)

Operating income (loss)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Lindero

​

​

36.7

​

46%

​

​

18.3

​

26%

​

​

185.2

​

63%

​

​

55.3

​

24%

Séguéla

​

​

77.4

​

50%

​

​

30.8

​

32%

​

​

242.2

​

46%

​

​

102.5

​

31%

Caylloma

​

​

15.3

​

41%

​

​

6.6

​

24%

​

​

45.0

​

35%

​

​

36.1

​

31%

Corporate

​

​

(15.3)

​

​

​

​

(10.0)

​

​

​

​

(64.0)

​

​

​

​

(37.8)

​

​

Total

​

​

114.1

​

42%

​

​

45.7

​

23%

​

​

408.4

​

43%

​

​

156.1

​

23%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted EBITDA (2)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Lindero

​

​

48.9

​

62%

​

​

37.4

​

53%

​

​

166.5

​

57%

​

​

118.0

​

51%

Séguéla

​

​

104.1

​

68%

​

​

56.7

​

59%

​

​

349.6

​

66%

​

​

200.7

​

61%

Caylloma

​

​

19.3

​

52%

​

​

10.7

​

38%

​

​

62.7

​

49%

​

​

50.6

​

43%

Corporate

​

​

(15.1)

​

​

​

​

(9.9)

​

​

​

​

(64.8)

​

​

​

​

(38.2)

​

​

Total

​

​

157.2

​

58%

​

​

94.9

​

49%

​

​

514.0

​

54%

​

​

331.1

​

49%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(1) As a percentage of sales.

(2) Refer to Non-IFRS Financial Measures.

Figures may not add due to rounding.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Discontinued operations have been removed.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fourth Quarter 2025 vs Fourth Quarter 2024

​

Operating income for the three months ended December 31, 2025 was $114.1 million, an increase of $68.4 million over the same period in 2024 which was primarily due to:

● Higher operating income at the Lindero Mine was primarily the result of higher sales as described above and lower operating costs due to lower cash costs and depletion. This was partially offset by foreign exchange losses

Fortuna | 8

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

of $3.1 million from the devaluation of the Peso and the costs of repatriation. The fourth quarter of 2024 included a charge of $4.7 million for a write down of inventory to net realizable value.

● Séguéla recognized operating income of $77.4 million in the fourth quarter compared to $30.8 million in the comparable period. The increase in operating income was a result of higher sales, which were partially offset by higher mining costs due to an increase in stripping in line with the mine plan and a 2% increase in government royalties which took effect on January 10, 2025. Operating income for the fourth quarter of 2025 included $16.2 million in depletion related to the purchase price of Roxgold Inc. in 2021.

● Operating income at the Caylloma Mine for the fourth quarter of 2025 increased by $8.7 million compared to 2024 as a result of higher sales.

​

After adjusting for items that are not indicative of future operating earnings, adjusted EBITDA (refer to Non-IFRS Financial Measures) was $157.2 million for the three months ended December 31, 2025, an increase of $62.3 million over the same period in 2024. Higher adjusted EBITDA was primarily the result of higher sales.

​

The most comparable IFRS measure to the Non-IFRS measure adjusted EBITDA is net income. Net income for the three months ended December 31, 2025 was $74.0 million. Refer to the discussion above and to the section entitled “Non-IFRS Measures” for more detailed information.

​

Twelve Months of 2025 vs Twelve Months of 2024

​

Operating income for the twelve months ended December 31, 2025 was $408.4 million, an increase of $252.3 million over the same period in 2024 which was primarily the result of:

● Higher operating income at the Lindero Mine was primarily the result of the reversal of an impairment of $52.7 million related to mineral properties and a reversal of $16.7 million of previously recorded write-downs of low grade stockpiles. Higher sales were also a factor as described above.

● Séguéla recognized operating income of $242.2 million primarily driven by the same factors as above. Operating income for full year 2025 included $71.4 million in depletion related to the purchase price of Roxgold Inc. in 2021.

● Operating income for the twelve months at Caylloma increased by $8.9 million as a result of higher sales.

​

After adjusting for items that are not indicative of future operating earnings, adjusted EBITDA (refer to Non-IFRS Financial Measures) was $514.0 million for the twelve months ended December 31, 2025, an increase of $182.9 million over the same period in 2024. Higher adjusted EBITDA was primarily the result of higher sales.

​

The most comparable IFRS measure to the Non-IFRS measure adjusted EBITDA is net income. Net income for the twelve months ended December 31, 2025 was $311.1 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 2025 vs Fourth Quarter 2024

​

Consolidated AISC per gold equivalent ounce (“GEO”) sold from continuing operations for the fourth quarter of 2025 was $2,054 compared to $1,842 for the comparable quarter. Contributing factors of a higher AISC for the period were:

● An $85/oz increase from higher share-based compensation due to the impact of an increase of the share price on share units expected to settle in cash

● A $139/oz increase from royalties as metal prices increased and the ad valorem royalty at Séguéla increased by 2% on January 10, 2025

● The comparable period included a ($19)/oz benefit related to the gain on blue chip swaps in Argentina

Fortuna | 9

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

● The impact of high gold prices on the calculation of GEOs at Caylloma ($74/oz) and lower production at Lindero due to downtime of the HPGR in December

​

Twelve Months of 2025 vs Twelve Months of 2024

​

Consolidated AISC per GEO from continuing operations for full year 2025 was $1,933 compared to $1,634 for the comparable period. The increase in AISC was primarily driven by the following:

● An $88/oz increase in cash costs primarily due to an increase in stripping ratios at Séguéla and a drop in grades mined at Caylloma increasing the cost per ounce produced

● A $104/oz increase due to higher G&A primarily as a result of higher share-based compensation

● A $91/oz increase from royalties as metal prices increased and the ad valorem royalty at Séguéla increased by 2% on January 10, 2025

● A ($5)/oz benefit from the gains on blue chip swaps in Argentina compared to ($34)/oz in the comparable period

● The impact of high gold prices on the calculation of GEOs at Caylloma ($63/oz) and lower production at Lindero due to downtime of the HPGR in December

​

Including discontinued operations, 2025 AISC per GEO was $1,870 compared to annual guidance of $1,670 to $1,765. AISC was higher than guidance due to the following:

● The impact of rising gold prices on royalties ($60/ounce)

● The calculation of gold equivalent ounces for silver and base metals ($54/ounce).

● The value of the Company’s shares increased over the year, which increased share based compensation expenses as restricted stock units expected to settle in cash were marked to market ($60/ounce).

​

General and Administrative (“G&A”) Expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended December 31,

​

Years ended December 31,

(in millions of US dollars except percentages)

​

​

2025

​

​

2024

​

% Change

​

2025

​

​

2024

​

% Change

Mine G&A

​

​

11.0

​

​

7.5

​

47%

​

33.4

​

​

28.2

​

18%

Corporate G&A

​

​

7.8

​

​

8.1

​

(4)%

​

32.5

​

​

27.6

​

18%

Share-based payments

​

​

6.9

​

​

1.6

​

330%

​

31.3

​

​

11.7

​

168%

Workers' participation

​

​

0.3

​

​

0.3

​

0%

​

0.5

​

​

0.6

​

(17)%

Total

​

​

26.0

​

​

17.5

​

48%

​

97.7

​

​

68.1

​

43%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

G&A expenses for the three months ended December 31, 2025 increased 49% to $26.0 million compared to $17.5 million reported in the same period in 2024. The increase was primarily due to higher share-based compensation from an increase in the share price and the impact on the valuation of restricted share units expected to settle in cash. Mine G&A was higher due to timing of spend.

​

G&A expenses for the twelve months ended December 31, 2025 increased 43% to $97.7 million compared to $68.1 million in the comparable period. The increase was primarily due to higher share based payments as described above, the sale of the Yaramoko and San Jose mines, in Burkina Faso and Mexico respectively, reducing corporate recharges to site and timing of spend.

​

Foreign Exchange

​

Foreign exchange loss for the three months ended December 31, 2025 was $2.9 million compared to $4.5 million reported in the same period in 2024. The foreign exchange loss in the quarter was due to a devaluation of the Argentine Peso and the impact on VAT receivables while the West African Franc was stable relative to the US dollar in the quarter. During the

Fortuna | 10

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

quarter the Company incurred $2.8 million in foreign exchange losses to purchase US Dollars as part of repatriating funds from Argentina ($2.1 million) and Cote d’Ivoire ($0.6 million).

​

Foreign exchange loss for the twelve months ended December 31, 2025 was $7.8 million compared to $7.6 million in the comparable period. The loss was the result of the impact of the devaluation of the Argentine Peso as described above which was partially offset by gains in West Africa due to the appreciation of the Euro relative to the US Dollar and the impact on the valuation of balances denominated in West African Francs. During the year, the Company incurred $4.6 million in foreign exchange losses to purchase US Dollars as part of repatriating funds from Argentina ($3.4 million) and Côte d’Ivoire ($1.2 million).

​

Income Tax Expense

​

Income tax expense for the three months ended December 31, 2025 was $37.5 million compared to $25.1 million reported in the same period in 2024. The $12.4 million increase in income tax expense was due to higher net income before taxes as well as the accrual of $7.9 million in dividend withholding taxes for Côte d’Ivoire for anticipated dividend payments in 2026.

​

The effective tax rates (“ETR”) for the three months ended December 31, 2025 was 34% compared to 60% for the same period in 2024. The ETR for Q4 2025 was impacted by the accrual of dividend withholding tax. The decrease in ETR compared to Q4 2024 was primarily due to the previous period being impacted by foreign exchange movements and the resulting change to deferred taxes.

​

Income tax expense for the twelve months ended December 31, 2025 was $111.4 million compared to $51.4 million in the comparable period. The increase was primarily the result of higher income before tax and the accrual of $36.4 million in dividend withholding taxes partially offset by a deferred tax recovery at Séguéla due to the impact of foreign exchange rates on tax assets denominated in West African Francs. The comparable period benefited from the recognition of a previously unrecognized deferred tax asset of $12.0 million.

​

The ETR for the twelve months ended December 31, 2025 was 28% compared to 36% in the comparative period primarily as a result of the reversal of the impairment on mineral properties and previous write-downs of low grade stockpiles at Lindero which did not have a corresponding impact on deferred tax partially offset by the recognition of withholding taxes at Séguéla. The comparable period benefited from the recognition of a previously unrecognized deferred tax asset.

​

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

​

​

​

Fortuna | 11

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

2026 GUIDANCE

​

The Company released its updated guidance for 2026. Refer to the News Release “Fortuna Achieves 2025 Production Guidance, Delivering 317,001 GEO, and Issues 2026 Outlook” dated January 15, 2026. Consolidated production and cost guidance is summarized in the table below.

​

​	​	​	​	​	​	​	​	​	​
Mine	​	​	Production ('000)	​	​	Cash Cost (1,2,3,5)	​	​	AISC (1,2,3,5)
Silver	​	​	Ag Eq	​	​	($/oz Ag Eq)	​	​	($/oz Ag Eq)
Caylloma, Peru	​	​	2,400 - 2,700	​	​	17.3 - 19.1	​	​	31.3 - 35.6
​	​	​	​	​	​	​	​	​	​
Gold	​	​	Au	​	​	($/oz Au)	​	​	($/oz Au)
Lindero, Argentina (4)	​	​	92 - 102	​	​	975 - 1,140	​	​	1,520 - 1,655
Séguéla, Côte d´Ivoire	​	​	160 - 170	​	​	735 - 815	​	​	1,630 - 1,730
Consolidated total	​	​	281 - 305 (3)	​	​	$895 - 1,000 (6)	​	​	$1,830 - 1,975 (6)

(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. As a result these 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 Mine, is reported net of copper by-product credits. AISC includes sustaining capital expenditures, worker’s participation (as applicable) commercial and government royalties, mining tax, export duties (as applicable), subsidiary general and administrative costs, and Brownfields exploration expenditures. AISC and is estimated using metal prices of $3,750/oz Au, $45.0/oz Ag, $1,940/t Pb, and $2,750/t Zn. AISC excludes government mining royalty recognized as income tax within the scope of IAS-12. The guidance assumes an exchange rate of $0.83/EUR.

(3) Gold and silver equivalent is calculated using the metal prices of $3,750/oz Au, $45.0/oz Ag, $1,940/t Pb and $2,750/t Zn.

(4) Cost guidance for the Lindero Mine does not consider potential changes by the Argentine Government to national macroeconomic policies, the taxation system, or import and export duties which, if implemented, may have a material impact on costs. The guidance assumes an annual inflation rate for Argentina of 22% and an annual devaluation of 13%.

(5) Historical non-IFRS measure cost comparatives: The following table provides the historical cash costs and historical AISC for the Company’s three mines which were operating during the year ended December 31, 2025, as set below:

​	​	​	​	​	​
Mine	​	Cash Cost (a,b,c)	​	​	AISC (a,b,c)
Silver	​	($/oz Ag Eq)	​	​	($/oz Ag Eq)
Caylloma, Peru	​	17.38	​	​	27.46
Gold	​	($/oz Au)	​	​	($/oz Au)
Lindero, Argentina	​	1,132	​	​	1,716
Séguéla, Côte d´Ivoire	​	679	​	​	1,560

(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.

(6) Totals may not add due to rounding.

​

​

Fortuna | 12

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

RESULTS OF OPERATIONS

​

Lindero Mine, Argentina

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended December 31,

​

​

Years ended December 31,

​

​ ​ ​

​

2025

​ ​ ​

​

2024

​ ​ ​

​

2025

​ ​ ​

​

2024

Mine production

​

​

​

​

​

​

​

​

​

​

​

​

Tonnes placed on the leach pad

​

​

1,191,030

​

​

1,757,290

​

​

6,471,573

​

​

6,367,505

​

​

​

​

​

​

​

​

​

​

​

​

​

Gold

​

​

​

​

​

​

​

​

​

​

​

​

Grade (g/t)

​

​

0.63

​

​

0.60

​

​

0.58

​

​

0.62

Production (oz)

​

​

19,201

​

​

26,806

​

​

87,489

​

​

97,287

Metal sold (oz)

​

​

19,062

​

​

26,840

​

​

86,495

​

​

96,726

Realized price ($/oz)

​

​

4,173

​

​

2,659

​

​

3,451

​

​

2,411

​

​

​

​

​

​

​

​

​

​

​

​

​

Unit costs

​

​

​

​

​

​

​

​

​

​

​

​

Cash cost ($/oz Au) (1)

​

​

1,117

​

​

1,063

​

​

1,132

​

​

1,051

All-in sustaining cash cost ($/oz Au) (1)

​

​

1,639

​

​

1,873

​

​

1,716

​

​

1,793

​

​

​

​

​

​

​

​

​

​

​

​

​

Capital expenditures ($000's) (2)

​

​

​

​

​

​

​

​

​

​

​

​

Sustaining

​

​

5,625

​

​

19,240

​

​

36,496

​

​

65,876

Sustaining leases

​

​

1,519

​

​

629

​

​

4,171

​

​

2,400

Growth capital

​

​

2,581

​

​

1,448

​

​

5,889

​

​

2,016

​

​

​

​

​

​

​

​

​

​

​

​

​

(1) Cash cost and All-in sustaining cash cost are non-IFRS financial measures. Refer to Non-IFRS Financial Measures.

​

​

​

​

​

​

​

​

​

​

​

​

(2) Capital expenditures are presented on a cash basis.

​

Quarterly Operating and Financial Highlights

​

In the fourth quarter of 2025, a total of 1,191,030 tonnes of ore were placed on the heap leach pad, with an average gold grade of 0.63 g/t, containing an estimated 24,040 ounces of gold. Ore mined was 1.41 million tonnes, with a stripping ratio of 1.5:1.

​

Lindero’s gold production for the quarter was 19,201 ounces compared to 26,806 ounces in the previous period. Lindero experienced unplanned downtime of the primary crusher in late September. The primary crusher was returned to full service on December 19, 2025. During the downtime period, Management implemented several mitigation measures, including the use of a portable jaw crusher and direct run-of-mine ore screening, which offset the impact of the primary crusher interruption.

​

On December 8, 2025, the HPGR tertiary crusher experienced abnormal vibration originating from one of its two cardan shafts, resulting in a 12-day full stoppage. A spare cardan shaft was installed, and the HPGR circuit was restarted on December 20, 2025. The production loss associated with the HPGR repair could not be mitigated. Consequently, gold production for December, and cumulative production for the fourth quarter, were below Management’s plan, resulting in Lindero not achieving its annual production guidance. See Fortuna news release dated January 15, 2026, which is available under the Company’s profile at www.sedarplus.ca.

​

Fortuna | 13

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

Following an engineering assessment of the primary crusher and its supporting foundations, Management has approved a planned 30-day replacement of the steel foundations starting in March 2026, at an estimated capital cost of $2.2 million. Mining operations will continue ahead of the scheduled work, with ore being stockpiled to support uninterrupted stacking on the leach pad during the foundation replacement period.

​

Lindero produced a total of 87,489 ounces of gold in 2025, 10% lower compared to 2024, mainly as a result of the twelve day full stoppage described above.

​

The cash cost per ounce of gold for the quarter was $1,117 compared to $1,063 in the same period of 2024. For the year ended December 31, 2025, the cash cost per ounce was $1,132, an increase from $1,051 in 2024. The increase in cash costs for both the quarter and the full year was primarily driven by lower production volumes.

​

AISC per gold ounce sold decreased in both Q4 2025 and the full year 2025, dropping to $1,639 and $1,716, respectively (Q4 2024: $1,873; YTD 2024: $1,793). The decrease in both periods was primarily driven by lower sustaining capital expenditures as the leach pad expansion was under construction in the comparable periods and lower capitalized stripping. These cost reductions were partially offset by the lower ounces sold and a reduction in gains from cross-border Argentine Peso bond trades. (2025: $nil in Q4 and $1.3 million for the year; compared to 2024: $1.4 million in Q4 and $9.7 million for the year).

​

The site finished the year within AISC guidance which was from $1,600 to $1,770 per ounce.

​

​

​

Fortuna | 14

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

Séguéla Mine, Côte d’Ivoire

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended December 31,

​

​

Years ended December 31,

​

​ ​ ​

​

2025

​ ​ ​

​

2024

​ ​ ​

​

2025

​ ​ ​

​

2024

Mine production

​

​

​

​

​

​

​

​

​

​

​

​

Tonnes milled

​

​

410,014

​

​

430,117

​

​

1,718,973

​

​

1,561,800

Average tonnes crushed per day

​

​

4,506

​

​

4,727

​

​

4,709

​

​

4,279

​

​

​

​

​

​

​

​

​

​

​

​

​

Gold

​

​

​

​

​

​

​

​

​

​

​

​

Grade (g/t)

​

​

3.16

​

​

2.95

​

​

2.98

​

​

2.95

Recovery (%)

​

​

92

​

​

92

​

​

92

​

​

93

Production (oz)

​

​

36,942

​

​

35,244

​

​

152,426

​

​

137,781

Metal sold (oz)

​

​

36,998

​

​

36,384

​

​

152,384

​

​

137,753

Realized price ($/oz)

​

​

4,162

​

​

2,658

​

​

3,450

​

​

2,399

​

​

​

​

​

​

​

​

​

​

​

​

​

Unit costs

​

​

​

​

​

​

​

​

​

​

​

​

Cash cost ($/oz Au) (1)

​

​

710

​

​

653

​

​

679

​

​

584

All-in sustaining cash cost ($/oz Au) (1)

​

​

1,576

​

​

1,376

​

​

1,560

​

​

1,153

​

​

​

​

​

​

​

​

​

​

​

​

​

Capital expenditures ($000's) (2)

​

​

​

​

​

​

​

​

​

​

​

​

Sustaining

​

​

9,053

​

​

14,049

​

​

57,085

​

​

35,184

Sustaining leases

​

​

4,070

​

​

3,347

​

​

16,463

​

​

10,381

Growth capital

​

​

6,870

​

​

5,021

​

​

29,509

​

​

19,458

​

​

​

​

​

​

​

​

​

​

​

​

​

(1) Cash cost and All-in sustaining cash cost are non-IFRS financial measures. Refer to Non-IFRS Financial Measures.

(2) Capital expenditures are presented on a cash basis.

​

Quarterly Operating and Financial Highlights

​

During the fourth quarter of 2025, mine production totaled 340,464 tonnes of ore, averaging 3.71 g/t Au, and containing an estimated 40,614 ounces of gold from the Antenna, Ancien, and Koula pits. Ore tonnes mined were lower than tonnes milled during the quarter, in line with the mine plan and the strategy to reduce surface stockpiles. A total of 3,920,293 tonnes of waste was moved during the period, resulting in a strip ratio of 11.5:1.

​

In the fourth quarter of 2025, Séguéla processed 410,014 tonnes of ore, producing 36,942 ounces of gold, at an average head grade of 3.16 g/t Au, a 5% decrease in tonnes of ore and 7% increase in average head grade, compared to the same period of the previous year. Lower tonnes milled during the quarter were primarily due to downtime caused by a failure of the SAG mill motor cooling system in October 2025 and other planned maintenance activities.

​

Gold production in 2025 totaled 152,426 ounces, above the upper end of the annual guidance range. An 11% increase in ounces of gold produced during the year was mainly due to the realization of throughput optimization projects through 2024 increasing ore processed, and a 19-day loss of time in 2024 as a result of power shedding from the national grid supplier.

​

Cash cost per gold ounce sold was $710 for the fourth quarter and $679 for the full year of 2025, compared to $653 for the fourth quarter and $584 for the full year of 2024. Cash costs were higher due to an increase in mining costs from

Fortuna | 15

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

higher stripping requirements in line with the mine plan and higher processing costs due to an increase of onsite power generation.

​

All-in sustaining cash cost per gold ounce sold was $1,576 for the fourth quarter of 2025 and $1,560 for the full year of 2025, compared to $1,376 for the fourth quarter and $1,153 for the full year of 2024. The increase for the quarter and for the year was primarily a result of higher cash cost per ounce sold, higher sustaining capital from capitalized stripping and higher royalties due to higher gold prices and a 2% increase in the royalty rate effective January 10, 2025.

​

The site finished the year in line with the AISC guidance range of $1,500 to $1,600 per ounce.

Fortuna | 16

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

Caylloma Mine, Peru

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended December 31,

​

​

Years ended December 31,

​

​ ​ ​

​

2025

​ ​ ​

​

2024

​ ​ ​

​

2025

​ ​ ​

​

2024

Mine production

​

​

​

​

​

​

​

​

​

​

​

​

Tonnes milled

​

​

139,977

​

​

139,761

​

​

555,649

​

​

551,430

Average tonnes milled per day

​

​

1,556

​

​

1,553

​

​

1,556

​

​

1,549

​

​

​

​

​

​

​

​

​

​

​

​

​

Silver

​

​

​

​

​

​

​

​

​

​

​

​

Grade (g/t)

​

​

65

​

​

67

​

​

65

​

​

80

Recovery (%)

​

​

85

​

​

83

​

​

83

​

​

83

Production (oz)

​

​

248,882

​

​

249,238

​

​

966,108

​

​

1,176,543

Metal sold (oz)

​

​

249,255

​

​

247,441

​

​

985,494

​

​

1,179,260

Realized price ($/oz)

​

​

55.99

​

​

31.27

​

​

40.22

​

​

27.88

​

​

​

​

​

​

​

​

​

​

​

​

​

Lead

​

​

​

​

​

​

​

​

​

​

​

​

Grade (%)

​

​

2.95

​

​

3.36

​

​

3.10

​

​

3.57

Recovery (%)

​

​

93

​

​

92

​

​

91

​

​

91

Production (000's lbs)

​

​

8,444

​

​

9,500

​

​

34,696

​

​

39,555

Metal sold (000's lbs)

​

​

8,465

​

​

9,198

​

​

35,475

​

​

39,378

Realized price ($/lb)

​

​

0.89

​

​

0.91

​

​

0.89

​

​

0.94

​

​

​

​

​

​

​

​

​

​

​

​

​

Zinc

​

​

​

​

​

​

​

​

​

​

​

​

Grade (%)

​

​

4.32

​

​

4.94

​

​

4.55

​

​

4.71

Recovery (%)

​

​

91

​

​

91

​

​

91

​

​

91

Production (000's lbs)

​

​

12,150

​

​

13,874

​

​

50,761

​

​

51,906

Metal sold (000's lbs)

​

​

12,083

​

​

13,932

​

​

50,451

​

​

52,518

Realized price ($/lb)

​

​

1.44

​

​

1.38

​

​

1.30

​

​

1.26

​

​

​

​

​

​

​

​

​

​

​

​

​

Unit costs

​

​

​

​

​

​

​

​

​

​

​

​

Cash cost ($/oz Ag Eq) (1,2)

​

​

23.74

​

​

16.53

​

​

17.38

​

​

14.12

All-in sustaining cash cost ($/oz Ag Eq) (1,2)

​

​

46.27

​

​

28.10

​

​

27.46

​

​

21.72

​

​

​

​

​

​

​

​

​

​

​

​

​

Capital expenditures ($000's) (3)

​

​

​

​

​

​

​

​

​

​

​

​

Sustaining

​

​

9,198

​

​

7,715

​

​

15,459

​

​

21,403

Sustaining leases

​

​

1,020

​

​

623

​

​

3,337

​

​

2,494

Growth capital

​

​

1,455

​

​

–

​

​

2,712

​

​

–

​

​

​

​

​

​

​

​

​

​

​

​

​

(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 | 17

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

​

Quarterly Operating and Financial Highlights

​

In the fourth quarter of 2025, the Caylloma Mine produced 248,882 ounces of silver at an average head grade of 65 g/t, comparable to the same period of 2024.

​

Lead and zinc production for the quarter was 8.4 million pounds and 12.2 million pounds, respectively. Head grades averaged 2.95% Pb and 4.32% Zn, a 12% and 13% decrease, respectively, when compared to the same quarter in 2024. Production was lower due to lower head grades and was in line with the mine plan.

​

Full year silver production of 966,108 ounces was in line with guidance of 900,000 to 1,000,000 ounces. Lead and zinc production exceeded guidance of 29 to 32 million pounds of lead and 45 to 49 million pounds of zinc.

​

The cash cost per silver equivalent ounce sold in the fourth quarter of 2025 was $23.74 and $17.38 for the full year of 2025, compared to $16.53 in the fourth quarter of 2024 and $14.12 for the full year of 2024. The higher cost per ounce for the quarter and for the full year was primarily the result of higher realized silver prices and the impact on the calculation of silver equivalent ounces sold and lower silver production.

​

The all-in sustaining cash cost per ounce of payable silver equivalent in the fourth quarter of 2025 increased 65% to $46.27 compared to $28.10 for the same period in 2024. The all-in sustaining cash cost per ounce of payable silver equivalent in 2025 increased 26% to $27.46 compared to $21.72 for the same period in 2024. The increase for the quarter and for the full year was the result of higher cash costs per ounce and lower silver equivalent ounces due to higher silver prices. For the full year, the increase in silver prices had a $6.40 per ounce impact on AISC.

​

AISC guidance for the year was $21.7 to $24.7 per ounce based on a silver price of $30/oz. AISC for the year exceeded guidance due to elevated silver prices lowering the silver equivalent production from base metals as production costs were in line with plan for the year.

​

Fortuna | 18

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

QUARTERLY INFORMATION

​

The following table provides information for the last eight fiscal quarters up to December 31, 2025:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​ ​ ​

Q4 2025

​ ​ ​

Q3 2025

​ ​ ​

Q2 2025

​ ​ ​

Q1 2025

​ ​ ​

Q4 2024

​ ​ ​

Q3 2024

​ ​ ​

Q2 2024

​ ​ ​

Q1 2024

Sales

​

270.2

​

251.4

​

230.4

​

195.0

​

195.2

​

181.7

​

156.3

​

144.0

Mine operating income

​

148.4

​

133.1

​

105.0

​

80.3

​

69.0

​

64.1

​

52.6

​

47.6

Operating income

​

114.1

​

154.6

​

83.7

​

55.9

​

45.7

​

50.8

​

30.8

​

28.9

Net income

​

74.0

​

128.2

​

44.1

​

64.8

​

15.1

​

54.4

​

43.3

​

29.1

Attributable net income

​

68.1

​

123.6

​

37.3

​

58.5

​

11.3

​

50.5

​

40.6

​

26.3

Attributable net income from continuing operations

​

68.1

​

123.6

​

42.6

​

35.4

​

14.7

​

35.5

​

21.3

​

13.0

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Attributable earnings per share from continuing operations - basic

​

0.22

​

0.40

​

0.14

​

0.11

​

0.05

​

0.11

​

0.07

​

0.04

Attributable earnings per share from continuing operations - diluted

​

0.21

​

0.38

​

0.14

​

0.11

​

0.05

​

0.11

​

0.07

​

0.04

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

2,360.6

​

2,240.9

​

2,138.3

​

2,210.3

​

2,115.5

​

2,083.6

​

2,024.8

​

1,947.4

Debt

​

134.4

​

132.2

​

130.0

​

128.0

​

126.0

​

124.1

​

167.2

​

167.6

​

Figures may not add due to rounding.

Amounts have been restated to reflect the impact of discontinued operations.

​

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

​

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

● An impairment reversal of $52.7 million on mineral properties and the reversal of a previously recorded write-down of low grade stockpiles of $16.7 million at Lindero in Q3 2025

● The recognition of $17.5 million in withholding taxes in Q2 2025 related to the timing of local Board approvals for the repatriation of cash balances in Côte d’Ivoire

● The recognition of a deferred tax recovery of $12.0 million to offset the deferred tax liability from the issuance of the Convertible Notes in Q2 2024

​

​

​

Fortuna | 19

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

EXPLORATION AND EVALUATION

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Exploration by region

​

​

Three months ended December 31,

​

​

Years ended December 31,

(in millions of US dollars)

​

​ ​ ​

2025

​ ​ ​

​

2024

​ ​ ​

​

2025

​ ​ ​

​

2024

Mine site

​

​

8.6

​

​

3.6

​

​

29.5

​

​

19.1

Argentina

​

​

0.2

​

​

0.3

​

​

0.5

​

​

0.8

Cote d’Ivoire

​

​

0.1

​

​

–

​

​

1.7

​

​

0.2

Senegal

​

​

–

​

​

–

​

​

0.7

​

​

–

Diamba Sud

​

​

3.9

​

​

1.4

​

​

13.4

​

​

9.8

Mexico

​

​

0.8

​

​

0.3

​

​

2.3

​

​

2.0

Total exploration

​

​

13.6

​

​

5.6

​

​

48.1

​

​

31.9

Sustaining

​

​

1.4

​

​

0.8

​

​

2.3

​

​

8.4

Growth

​

​

12.4

​

​

4.8

​

​

45.9

​

​

23.6

​

​

​

​

​

​

​

​

​

​

​

​

​

Figures may not add due to rounding.

Accrual basis.

​

​

​

​

​

​

​

​

​

​

​

​

Discontinued operations removed.

​

​

​

​

​

​

​

​

​

​

​

​

​

Mine site exploration for the three months ended December 31, 2025 continued to focus on successful resource expansion of the Sunbird and Kingfisher deposits at Séguéla with 1,345 meters of reverse circulation (“RC”) drilling and 13,040 meters of diamond drilling completed.  Drilling continued at Animas and Antacollo at Caylloma with 2,607 meters completed during the quarter, while preparation for the 2026 exploration programs commenced in Argentina.

​

Greenfields exploration activities were conducted across Côte d’Ivoire, Senegal, and Mexico.  An infill campaign of soil sampling was completed at Guiglo along with 2,392 meters of auger drilling in Côte d’Ivoire. In Senegal, work focused on continued exploration and resource expansion drilling at Diamba Sud with 6,819 meters of RC and 15,771 meters of diamond drilling completed, and auger drilling for target delineation on the adjacent Bondala permit continued. Activities in Mexico were focused on the Centauro property and included geological mapping, surface sampling, and 2,617 meters of diamond drilling completed in five drill holes.

​

​

​

​

Fortuna | 20

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

LIQUIDITY AND CAPITAL RESOURCES

​

Cash and Cash Equivalents

​

The Company had cash and cash equivalents of $554.0 million at December 31, 2025 compared to $231.3 million at the end of 2024. The increase in cash and cash equivalents was the result of higher metal prices driving higher cash flow from operations and gross proceeds of $83.8 million from the sale of the San Jose and Yaramoko Mines. Significant cash flow movements for 2025 are described below.

​

Continuing Operations

​

Operating Activities

​

Operating cash flow for the year was $455.4 million compared to $235.7 million in the comparable period. Higher operating cash flow was driven by higher realized gold prices of $3,452 in the year compared to $2,404 in 2024. This was partially offset by higher taxes paid in 2025 due to withholding taxes from repatriation of funds as well as higher income taxes paid at Séguéla. Working capital for 2025 was neutral as an increase in payables offset other movements.

​

Investing Activities

​

The Company invested $178.0 million in 2025 compared to $161.1 million in 2024 as outlined in the table below.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Capital investments

​

​

Three months ended December 31,

​

​

Years ended December 31,

(in millions of US dollars)

​

​ ​ ​

2025

​ ​ ​

​

2024

​ ​ ​

​

2025

​ ​ ​

​

2024

Lindero

​

​

8.0

​

​

20.4

​

​

42.0

​

​

67.1

Séguéla

​

​

15.9

​

​

19.1

​

​

84.5

​

​

54.6

Caylloma

​

​

10.7

​

​

7.7

​

​

18.2

​

​

21.4

Mine site capital

​

​

34.6

​

​

47.2

​

​

144.7

​

​

143.1

Projects and other

​

​

9.7

​

​

3.7

​

​

30.9

​

​

15.2

Greenfields

​

​

0.2

​

​

0.6

​

​

2.5

​

​

2.8

Total capital

​

​

44.5

​

​

51.5

​

​

178.1

​

​

161.1

Sustaining

​

​

23.9

​

​

41.0

​

​

109.0

​

​

122.5

Growth

​

​

20.6

​

​

10.5

​

​

69.0

​

​

38.6

​

​

​

​

​

​

​

​

​

​

​

​

​

Figures may not add due to rounding.

Accrual basis.

​

​

​

​

​

​

​

​

​

​

​

​

Discontinued operations removed.

​

​

​

​

​

​

​

​

​

​

​

​

​

The increase in the capital spend in 2025 was primarily due to higher capitalized stripping at Séguéla and project expenditures at Diamba Sud.

​

Investing cash flows from discontinued operations of $71.7 million reflected $83.2 million of gross proceeds from the divestment of the San Jose Mine ($13.8 million) and the Yaramoko Mine ($70.0 million) offset by cash in the entities at the time of sale. Proceeds from the sale of the Yaramoko Mine were adjusted down by $1.2 million subsequent to the transaction close based on a net cash adjustment finalized in the third quarter of 2025.

​

As part of the consideration received by the Company in connection with the sale of the Yaramoko Mine to Soleil Resources International Ltd. (“Soleil”) which completed on May 12, 2025, the Company received non-cash consideration in the form of a right to receive to receive up to $53.6 million of value-added tax receivables that were outstanding on the closing of the sale. During the third quarter, the Company and Soleil renegotiated the Company's right to receive these

Fortuna | 21

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

value-added tax receivables. The Company received $15.0 million from Soleil in consideration for the relinquishment of this right.

​

Financing Activities

​

Financing cash flows for the year primarily consisted of $24.4 million in right of use payments, $10.2 million for shares purchased under the Company’s Normal Course Issuer Bid program and dividends of $12.9 million to the Government of Côte d’Ivoire, in relation to its non-controlling interest in the Séguéla Mine.

​

Capital Resources

​

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

​

As at February 18, 2026, the Credit Facility remains undrawn.

​

​	​	​	​	​	​	​	​	​	​
(in millions of US dollars)	​	​	December 31, 2025	​ ​ ​	​	December 31, 2024	​	​	Change
Cash and cash equivalents and short-term investments	​	​	554.0	​	​	231.3	​	​	322.7
Credit facility	​	​	150.0	​	​	150.0	​	​	–
Total liquidity available	​	​	704.0	​	​	381.3	​	​	322.7
Amount drawn on credit facility	​	​	–	​	​	–	​	​	–
Net liquidity position	​	​	704.0	​	​	381.3	​	​	322.7
​	​	​	​	​	​	​	​	​	​
Figures may not add due to rounding.	​	​	​	​	​	​	​	​	​

​

Contractual Obligations

​

The expected maturity of our commitments and contractual obligations as at December 31, 2025 are outlined below:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Expected payments due by year as at December 31, 2025

(in millions of US dollars)

​

​

Less than 1 year

​

​

1 - 3 years

​

​

4 - 5 years

​

​

After 5 years

​

​

Total

Trade and other payables

​

​

153.4

​

​

–

​

​

–

​

​

–

​

​

153.4

Debt

​

​

–

​

​

–

​

​

172.5

​

​

–

​

​

172.5

Closure and reclamation provisions

​

​

–

​

​

1.0

​

​

13.0

​

​

43.4

​

​

57.4

Income taxes payable

​

​

81.8

​

​

–

​

​

–

​

​

–

​

​

81.8

Lease obligations

​

​

27.7

​

​

42.2

​

​

11.0

​

​

13.7

​

​

94.6

Other liabilities

​

​

–

​

​

8.3

​

​

–

​

​

–

​

​

8.3

Total

​

​

262.9

​

​

51.5

​

​

196.5

​

​

57.1

​

​

568.0

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Figures may not add due to rounding.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Off-Balance Sheet Arrangements

​

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

Fortuna | 22

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

​

FINANCIAL INSTRUMENTS

​

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

​

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

​

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

​

See note 3 (section l) and Note 28 of the 2025 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 305,259,986 common shares outstanding as at February 18, 2026. In addition, there were 1,966,507 outstanding equity-settled share-based performance share units.

​

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

​

On June 10, 2024, the Company issued an aggregate principal amount of $172.5 million of unsecured convertible senior notes (the “2024 Notes”). Subject to earlier redemption or purchase, holders may convert their 2024 Notes at any time until the close of business on the business day immediately preceding June 30, 2029. Upon conversion, holders of the 2024 Notes will receive common shares in the capital of the Company based on an initial conversion rate, subject to adjustment, of 151.7220 common shares per $1,000 principal amount of 2024 Notes. Assuming an initial conversion rate of 151.7220 common shares per $1,000 principal amount of 2024 Notes, a maximum of 26,172,045 common shares are issuable upon conversion of the 2024 Notes as at February 18, 2026.  

​

Normal Course Issuer Bid

​

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

​

During 2025 the Company repurchased 2,116,207 shares for $16.2 million representing an average cost of $7.67 per share.

​

​

​

Fortuna | 23

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

RELATED PARTY TRANSACTIONS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended December 31,

​

​

Years ended December 31,

(in thousands of US dollars)

​

​

2025 $

​ ​ ​

​

2024 $

​

​

2025 $

​ ​ ​

​

2024 $

Salaries and benefits

​

​

1,083

​

​

1,176

​

​

7,843

​

​

8,557

Directors fees

​

​

218

​

​

213

​

​

971

​

​

851

Consulting fees

​

​

16

​

​

16

​

​

64

​

​

66

Share-based payments

​

​

4,333

​

​

737

​

​

20,769

​

​

7,747

​

​

​

5,650

​

​

2,142

​

​

29,647

​

​

17,221

​

Key Management Personnel

​

During the year ended December 31, 2025 and 2024, the Company was charged for consulting services by Mario Szotlender, a director of the Company.

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

Other than transactions in the normal course of business and those noted above with the Board of Directors and key management personnel, the Company had no transactions between related parties during the three and twelve months ended December 31, 2025 and 2024.

​

​

​

​

​

​

​

​

​

Fortuna | 24

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

NON-IFRS FINANCIAL MEASURES

​

The Company has disclosed certain financial measures and ratios in this MD&A which are not defined under IFRS and are not disclosed in the Financial Statements, including but not limited to: all-in costs; cash cost per ounce of gold; all-in sustaining costs; all-in sustaining cash cost per ounce of gold sold; all-in sustaining costs per ounce of gold equivalent sold; all in cash cost per ounce of gold sold; cash cost per payable ounce of silver equivalent; all-in sustaining cash cost per payable ounce of silver equivalent sold; sustaining capital; growth capital; all-in cash cost per payable ounce of silver equivalent sold; free cash flow and free cash flow from ongoing operations; adjusted net income; adjusted attributable net income; adjusted EBITDA; EBITDA margin; net debt and working capital.

​

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

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

● The calculations of Adjusted Net Income and Adjusted Attributable Net Income were revised in Q1 2025 to no longer remove the income statement impact of right of use amortization and accretion and add back the right of use payments from the cash flow statement. Management elected to make this change to simplify the reconciliation from net income to adjusted net income to improve transparency and because the net impact was immaterial.

● Where applicable the impact of discontinued operations has been removed from the comparable figures. The method of calculation has not been changed except as described above.

​

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

​

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

Fortuna | 25

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

Non-IFRS Financial Measure or Ratio		Definition	Most Directly Comparable IFRS Measure	Why we use this measure and why it is useful to investors
Cash Costs		Cash costs include all direct and indirect operating cash costs related directly to the physical activities of producing metals, including mining and processing costs, third-party refining and treatment charges, on-site general and administrative expenses, applicable production taxes and royalties which are not based on sales or taxable income calculations , net of by-product credits, but are exclusive of the impact of non-cash items that are included as part of the cost of sales that is calculated in the consolidated Income Statement including depreciation and depletion, reclamation, capital, development and exploration costs.	Cost of Sales	Management believes that cash cost and AISC measures provide useful information regarding the Company's ability to generate operating earnings and cash flows from its mining operations, and uses such measures to monitor the performance of the Company's mining operations. In addition, the Company believes that each measure provides useful information to investors in comparing, on a mine-by-mine basis, our operations relative performance on a period-by-period basis, against our competitors operations.
Cash Cost Per Ounce		This ratio is calculated by dividing cash costs by gold or silver equivalent ounces sold in the period.	​		​
All-In Sustaining Costs (AISC)		The Company, in conjunction with an initiative undertaken within the gold mining industry, has adopted AISC and all-in sustaining cost measures based on guidance published by World Gold Council ("WGC"). The Company conforms its AISC and all-in cash cost definitions to that set out in the guidance and the Company has presented the cash cost figures on a sold ounce basis. 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 growth capital.	​	​
Sustaining Capital		Sustaining capital represents the necessary capital investments to maintain current operations at their existing including such as capitalized stripping and underground development.	Additions to Property Plant and Equipment	Management believes that sustaining and growth capital provide useful information to investors regarding the Company’s investment activities to both maintain the existing operations and invest in the future growth of the Company.
Growth Capital		Growth capital represents the capital investments necessary to expand current operations, develop new projects and build significant infrastructure.			​	​
Free Cash Flow From Ongoing Operations		Free cash flow from ongoing operations is defined as net cash provided by operating activities, less sustaining capital expenditures and current income tax expense and adding back income taxes paid, changes in long-term receivable sustaining capital expenditures, one time transaction costs, payments of lease liabilities and other non-recurring items.	Net Cash Provided by Operating Activities	This non-IFRS measure is used by the Company and investors to measure the cash flow available from its operations to fund the Company’s growth through investments and capital expenditures.

Fortuna | 26

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

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

​

Fortuna | 27

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

Cash Cost per GEO Sold

​

The following tables present a reconciliation of cash cost per GEO sold to the cost of sales in the 2025 Financial Statements for the three and twelve months ended December 31, 2025 and 2024:

​

​	​	​	​	​	​	​	​	​
Cash cost per gold equivalent ounce sold - Q4 2025	​ ​ ​	​	​	​	​	​	​	​
(in thousands of US dollars, except ounces sold)	​	Lindero	​ ​ ​	Séguéla	​ ​ ​	Caylloma	​ ​ ​	GEO cash costs
Cost of sales	​	35,966	​	67,202	​	18,675	​	121,845
Depletion, depreciation, and amortization	​	(13,003)	​	(26,599)	​	(3,964)	​	(43,566)
Royalties and taxes	​	(82)	​	(14,339)	​	(330)	​	(14,751)
By-product credits	​	(1,097)	​	–	​	–	​	(1,097)
Other	​	(473)	​	–	​	(832)	​	(1,305)
Treatment and refining charges	​	–	​	–	​	1,744	​	1,744
Cash cost applicable per gold equivalent ounce sold	​	21,311	​	26,264	​	15,293	​	62,868
Ounces of gold equivalent sold	​	19,073	​	36,998	​	8,652	​	64,723
Cash cost per ounce of gold equivalent sold ($/oz)	​	1,117	​	710	​	1,768	​	971
​	​	​	​	​	​	​	​	​
Gold equivalent was calculated using the realized prices for gold of $4,167/oz Au, $56.0/oz Ag, $1,969/t Pb and $3,166/t Zn for Q4 2025.
Figures may not add due to rounding.
​	​	​	​	​	​	​	​	​

​

​	​	​	​	​	​	​	​	​
Cash cost per gold equivalent ounce sold - Q4 2024	​ ​ ​	​	​	​	​	​	​	​
(in thousands of US dollars, except ounces sold)	​	Lindero	​ ​ ​	Séguéla	​ ​ ​	Caylloma	​ ​ ​	GEO cash costs
Cost of sales	​	47,380	​	58,956	​	19,866	​	126,202
Depletion, depreciation, and amortization	​	(13,314)	​	(28,828)	​	(4,295)	​	(46,437)
Royalties and taxes	​	(79)	​	(6,377)	​	(222)	​	(6,678)
By-product credits	​	(973)	​	–	​	–	​	(973)
Other	​	(4,704)	​	–	​	(1,624)	​	(6,328)
Treatment and refining charges	​	–	​	–	​	2,965	​	2,965
Cash cost applicable per gold equivalent ounce sold	​	28,310	​	23,751	​	16,690	​	68,751
Ounces of gold equivalent sold	​	26,629	​	36,384	​	11,882	​	74,896
Cash cost per ounce of gold equivalent sold ($/oz)	​	1,063	​	653	​	1,405	​	918
​	​	​	​	​	​	​	​	​
Gold equivalent was calculated using the realized prices for gold of $2,659/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.
​

​

​	​	​	​	​	​	​	​	​
Cash cost per gold equivalent ounce sold - Year 2025	​ ​ ​	​	​	​	​	​	​	​
(in thousands of US dollars, except ounces sold)	​	Lindero	​ ​ ​	Séguéla	​ ​ ​	Caylloma	​ ​ ​	GEO cash costs
Cost of sales	​	137,076	​	269,835	​	73,248	​	480,161
Depletion, depreciation, and amortization	​	(51,726)	​	(118,559)	​	(17,799)	​	(188,084)
Royalties and taxes	​	(352)	​	(47,778)	​	(1,152)	​	(49,282)
By-product credits	​	(3,853)	​	–	​	–	​	(3,853)
Other	​	16,384	​	–	​	(2,823)	​	13,561
Treatment and refining charges	​	–	​	–	​	2,238	​	2,238
Cash cost applicable per gold equivalent ounce sold	​	97,529	​	103,498	​	53,712	​	254,739
Ounces of gold equivalent sold	​	86,163	​	152,383	​	35,973	​	274,519
Cash cost per ounce of gold equivalent sold ($/oz)	​	1,132	​	679	​	1,493	​	928
​	​	​	​	​	​	​	​	​
Gold equivalent was calculated using the realized prices for gold of $3,452/oz Au, $40.2/oz Ag, $1,962/t Pb and $2,864/t Zn for Year 2025.
Figures may not add due to rounding.
​

​

​

​

Fortuna | 28

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

​

​	​	​	​	​	​	​	​	​
Cash cost per gold equivalent ounce sold - Year 2024	​ ​ ​	​	​	​	​	​	​	​
(in thousands of US dollars, except ounces sold)	​	Lindero	​ ​ ​	Séguéla	​ ​ ​	Caylloma	​ ​ ​	GEO cash costs
Cost of sales	​	159,788	​	211,062	​	73,030	​	443,880
Depletion, depreciation, and amortization	​	(50,114)	​	(107,039)	​	(15,942)	​	(173,095)
Royalties and taxes	​	(537)	​	(23,622)	​	(1,172)	​	(25,331)
By-product credits	​	(3,232)	​	–	​	–	​	(3,232)
Other	​	(4,930)	​	–	​	(2,583)	​	(7,513)
Treatment and refining charges	​	–	​	–	​	8,732	​	8,732
Cash cost applicable per gold equivalent ounce sold	​	100,975	​	80,401	​	62,065	​	243,441
Ounces of gold equivalent sold	​	96,059	​	137,753	​	51,005	​	284,817
Cash cost per ounce of gold equivalent sold ($/oz)	​	1,051	​	584	​	1,217	​	855
​	​	​	​	​	​	​	​	​
Gold equivalent was calculated using the realized prices for gold of $2,404/oz Au, $27.9/oz Ag, $2,072/t Pb and $2,786/t Zn for Year 2024.
Figures may not add due to rounding.
​	​	​	​	​	​	​	​	​

All-in Sustaining Cash Cost and All-in Cash Cost per GEO Sold

​

The following tables show a breakdown of the all-in sustaining cash cost per GEO sold for the three and twelve months ended December 31, 2025 and 2024:

​

​	​	​	​	​	​	​	​	​	​	​
AISC per gold equivalent ounce sold - Q4 2025	​ ​ ​	​	​	​	​	​	​	​	​	​
(in thousands of US dollars, except ounces sold)	​	Lindero	​ ​ ​	Séguéla	​ ​ ​	Caylloma	​	Corporate	​	GEO AISC
Cash cost applicable per gold equivalent ounce sold	​	21,311	​	26,264	​	15,293	​	–	​	62,868
Royalties and taxes	​	82	​	14,339	​	330	​	–	​	14,751
Worker's participation	​	–	​	–	​	965	​	–	​	965
General and administration	​	2,727	​	4,573	​	3,002	​	13,575	​	23,877
Total cash costs	​	24,120	​	45,176	​	19,590	​	13,575	​	102,461
Sustaining capital (1)	​	7,144	​	13,123	​	10,218	​	–	​	30,485
Blue chips gains (investing activities) (1)	​	–	​	–	​	–	​	–	​	–
All-in sustaining costs	​	31,264	​	58,299	​	29,808	​	13,575	​	132,946
Gold equivalent ounces sold	​	19,073	​	36,998	​	8,652	​	–	​	64,723
All-in sustaining costs per ounce	​	1,639	​	1,576	​	3,445	​	–	​	2,054
​	​	​	​	​	​	​	​	​	​	​
Gold equivalent was calculated using the realized prices for gold of $4,167/oz Au, $56.0/oz Ag, $1,969/t Pb and $3,166/t Zn for Q4 2025.
Figures may not add due to rounding.
(1) Presented on a cash basis.
​	​	​	​	​	​	​	​	​	​	​

​

​	​	​	​	​	​	​	​	​	​	​
AISC per gold equivalent ounce sold - Q4 2024	​ ​ ​	​	​	​	​	​	​	​	​	​
(in thousands of US dollars, except ounces sold)	​	Lindero	​ ​ ​	Séguéla	​ ​ ​	Caylloma	​	Corporate	​	GEO AISC
Cash cost applicable per gold equivalent ounce sold	​	28,309	​	23,751	​	16,690	​	–	​	68,750
Royalties and taxes	​	79	​	6,377	​	222	​	–	​	6,678
Worker's participation	​	–	​	–	​	1,733	​	–	​	1,733
General and administration	​	3,026	​	2,549	​	1,391	​	9,666	​	16,632
Total cash costs	​	31,414	​	32,677	​	20,036	​	9,666	​	93,793
Sustaining capital (1)	​	19,869	​	17,396	​	8,338	​	–	​	45,603
Blue chips gains (investing activities) (1)	​	(1,406)	​	–	​	–	​	–	​	(1,406)
All-in sustaining costs	​	49,877	​	50,073	​	28,374	​	9,666	​	137,990
Gold equivalent ounces sold	​	26,629	​	36,384	​	11,882	​	–	​	74,896
All-in sustaining costs per ounce	​	1,873	​	1,376	​	2,388	​	–	​	1,842
​	​	​	​	​	​	​	​	​	​	​
Gold equivalent was calculated using the realized prices for gold of $2,659/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.

Fortuna | 29

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​

​	​	​	​	​	​	​	​	​	​	​
AISC per gold equivalent ounce sold - Year 2025	​ ​ ​	​	​	​	​	​	​	​	​	​
(in thousands of US dollars, except ounces sold)	​	Lindero	​ ​ ​	Séguéla	​ ​ ​	Caylloma	​	Corporate	​	GEO AISC
Cash cost applicable per gold equivalent ounce sold	​	97,529	​	103,498	​	53,712	​	–	​	254,739
Royalties and taxes	​	352	​	47,778	​	1,152	​	–	​	49,282
Worker's participation	​	–	​	–	​	3,241	​	–	​	3,241
General and administration	​	10,663	​	12,828	​	7,959	​	60,287	​	91,737
Total cash costs	​	108,544	​	164,104	​	66,064	​	60,287	​	398,999
Sustaining capital (1)	​	40,667	​	73,549	​	18,796	​	–	​	133,012
Blue chips gains (investing activities) (1)	​	(1,319)	​	–	​	–	​	–	​	(1,319)
All-in sustaining costs	​	147,892	​	237,653	​	84,860	​	60,287	​	530,692
Gold equivalent ounces sold	​	86,163	​	152,383	​	35,973	​	–	​	274,519
All-in sustaining costs per ounce	​	1,716	​	1,560	​	2,359	​	–	​	1,933
​	​	​	​	​	​	​	​	​	​	​
Gold equivalent was calculated using the realized prices for gold of $3,452/oz Au, $40.2/oz Ag, $1,962/t Pb and $2,864/t Zn for Year 2025.
Figures may not add due to rounding.
(1) Presented on a cash basis.
​

​

​	​	​	​	​	​	​	​	​	​	​
AISC per gold equivalent ounce sold - Year 2024	​ ​ ​	​	​	​	​	​	​	​	​	​
(in thousands of US dollars, except ounces sold)	​	Lindero	​ ​ ​	Séguéla	​ ​ ​	Caylloma	​	Corporate	​	GEO AISC
Cash cost applicable per gold equivalent ounce sold	​	100,975	​	80,401	​	62,065	​	–	​	243,441
Royalties and taxes	​	537	​	23,622	​	1,172	​	–	​	25,331
Worker's participation	​	–	​	–	​	3,094	​	–	​	3,094
General and administration	​	12,121	​	9,266	​	5,263	​	38,928	​	65,578
Total cash costs	​	113,633	​	113,289	​	71,594	​	38,928	​	337,444
Sustaining capital (1)	​	68,276	​	45,565	​	23,897	​	–	​	137,738
Blue chips gains (investing activities) (1)	​	(9,716)	​	–	​	–	​	–	​	(9,716)
All-in sustaining costs	​	172,193	​	158,854	​	95,491	​	38,928	​	465,466
Gold equivalent ounces sold	​	96,059	​	137,753	​	51,005	​	–	​	284,817
All-in sustaining costs per ounce	​	1,793	​	1,153	​	1,872	​	–	​	1,634
​	​	​	​	​	​	​	​	​	​	​
Gold equivalent was calculated using the realized prices for gold of $2,404/oz Au, $27.9/oz Ag, $2,072/t Pb and $2,786/t Zn for Year 2024.
Figures may not add due to rounding.
(3) Presented on a cash basis.
​	​	​	​	​	​	​	​	​	​	​

Production Cash Cost per Payable Ounce of Silver Equivalent Sold

​

The following tables present a reconciliation of cash cost per ounce of silver equivalent sold to the cost of sales in the 2025 Financial Statements for the three and twelve months ended December 31, 2025 and 2024:

​

​	​	​
Cash cost per silver equivalent ounce sold - Q4 2025	​ ​ ​	​
(in thousands of US dollars, except ounces sold)	​	Caylloma
Cost of sales	​	18,675
Depletion, depreciation, and amortization	​	(3,964)
Royalties and taxes	​	(330)
Other	​	(832)
Treatment and refining charges	​	1,744
Cash cost applicable per silver equivalent sold	​	15,293
Ounces of silver equivalent sold (1,2)	​	644,249
Cash cost per ounce of silver equivalent sold ($/oz)	​	23.74
​	​	​

Fortuna | 30

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

(1) Silver equivalent sold is calculated using a silver to gold ratio of 75.9:1, silver to lead ratio of 1:62.7 pounds, and silver to zinc ratio of 1:39.0 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 may not add due to rounding.
​
​	​	​

​

​

​	​	​
Cash cost per silver equivalent ounce sold - Q4 2024	​ ​ ​	​
(in thousands of US dollars, except ounces sold)	​	Caylloma
Cost of sales	​	19,866
Depletion, depreciation, and amortization	​	(4,295)
Royalties and taxes	​	(222)
Other	​	(1,624)
Treatment and refining charges	​	2,965
Cash cost applicable per silver equivalent sold	​	16,690
Ounces of silver equivalent sold (1,2)	​	1,009,804
Cash cost per ounce of silver equivalent sold ($/oz)	​	16.53
​	​	​
(1) Silver equivalent sold 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 have been restated to remove Right of Use.
Figures may not add due to rounding.
​	​	​

​

​	​	​
Cash cost per silver equivalent ounce sold - Year 2025	​	​
(in thousands of US dollars, except ounces sold)	​	Caylloma
Cost of sales	​	73,248
Depletion, depreciation, and amortization	​	(17,799)
Royalties and taxes	​	(1,152)
Other	​	(2,823)
Treatment and refining charges	​	2,238
Cash cost applicable per silver equivalent sold	​	53,712
Ounces of silver equivalent sold (1,2)	​	3,090,518
Cash cost per ounce of silver equivalent sold ($/oz)	​	17.38
​	​	​
(1) Silver equivalent sold is calculated using a silver to gold ratio of 98.3:1, silver to lead ratio of 1:45.2 pounds, and silver to zinc ratio of 1:31.0 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 may not add due to rounding.
​
​	​	​

​

​	​	​
Cash cost per silver equivalent ounce sold - Year 2024	​	​
(in thousands of US dollars, except ounces sold)	​	Caylloma
Cost of sales	​	73,030
Depletion, depreciation, and amortization	​	(15,942)
Royalties and taxes	​	(1,172)
Other	​	(2,583)
Treatment and refining charges	​	8,732
Cash cost applicable per silver equivalent sold	​	62,065
Ounces of silver equivalent sold (1,2)	​	4,396,445
Cash cost per ounce of silver equivalent sold ($/oz)	​	14.12
​	​	​
(1) Silver equivalent sold 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 have been restated to remove Right of Use.
Figures may not add due to rounding.
​	​	​

​

Fortuna | 31

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

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

​

The following tables show a breakdown of the all-in sustaining cash cost per payable ounce of silver equivalent sold for the three and twelve months ended December 31, 2025 and 2024:

​

​

​	​	​
AISC per silver equivalent ounce sold - Q4 2025	​ ​ ​	​
(in thousands of US dollars, except ounces sold)	​	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	15,293
Royalties and taxes	​	330
Worker's participation	​	965
General and administration	​	3,002
Total cash costs	​	19,590
Sustaining capital (3)	​	10,218
All-in sustaining costs	​	29,808
Silver equivalent ounces sold (1,2)	​	644,249
All-in sustaining costs per ounce	​	46.27
​	​	​
(1) Silver equivalent sold is calculated using a silver to gold ratio of 75.9:1, silver to lead ratio of 1:62.7 pounds, and silver to zinc ratio of 1:39.0 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.
​	​	​

​

​	​	​
AISC per silver equivalent ounce sold - Q4 2024	​ ​ ​	​
(in thousands of US dollars, except ounces sold)	​	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	16,690
Royalties and taxes	​	222
Worker's participation	​	1,733
General and administration	​	1,391
Total cash costs	​	20,036
Sustaining capital (3)	​	8,338
All-in sustaining costs	​	28,374
Silver equivalent ounces sold (1,2)	​	1,009,804
All-in sustaining costs per ounce	​	28.10
​	​	​
(1) Silver equivalent sold 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 - Year 2025	​	​
(in thousands of US dollars, except ounces sold)	​	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	53,712
Royalties and taxes	​	1,152
Worker's participation	​	3,241
General and administration	​	7,959
Total cash costs	​	66,064
Sustaining capital (3)	​	18,796
All-in sustaining costs	​	84,860
Silver equivalent ounces sold (1,2)	​	3,090,518
All-in sustaining costs per ounce	​	27.46
​	​	​
(1) Silver equivalent sold is calculated using a silver to gold ratio of 98.3:1, silver to lead ratio of 1:45.2 pounds, and silver to zinc ratio of 1:31.0 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.
​	​	​

Fortuna | 32

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

​

​	​	​
AISC per silver equivalent ounce sold - Year 2024	​ ​ ​	​
(in thousands of US dollars, except ounces sold)	​	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	62,065
Royalties and taxes	​	1,172
Worker's participation	​	3,094
General and administration	​	5,263
Total cash costs	​	71,594
Sustaining capital (3)	​	23,897
All-in sustaining costs	​	95,491
Silver equivalent ounces sold (1,2)	​	4,396,445
All-in sustaining costs per ounce	​	21.72
​	​	​
(1) Silver equivalent sold 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.
​	​	​

​

Growth and Sustaining Capital Expenditures

The following tables present a reconciliation of growth and sustaining capital expenditures for the three and twelve months ended December 31, 2025 and 2024.

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
Capital expenditures for AISC - Q4 2025	​ ​ ​	​	​	​	​	​	​	​	​	​
(in thousands of US dollars)	​	Lindero	​ ​ ​	Séguéla	​ ​ ​	Caylloma	​ ​ ​	Corporate	​ ​ ​	Total
Additions to mineral properties and property, plant, and equipment	​	8,206	​	15,923	​	10,653	​	9,706	​	44,488
Growth capital	​	(2,581)	​	(6,870)	​	(1,455)	​	(9,706)	​	(20,612)
Sustaining capital	​	5,625	​	9,053	​	9,198	​	–	​	23,876
Sustaining leases	​	1,519	​	4,070	​	1,020	​	–	​	6,609
Capital expenditures for AISC	​	7,144	​	13,123	​	10,218	​	–	​	30,485
​	​	​	​	​	​	​	​	​	​	​
Figures may not add due to rounding.
Discontinued operations have been removed.
​	​	​	​	​	​	​	​	​	​	​

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
Capital expenditures for AISC - Q4 2024	​ ​ ​	​	​	​	​	​	​	​	​	​
(in thousands of US dollars)	​	Lindero	​ ​ ​	Séguéla	​ ​ ​	Caylloma	​ ​ ​	Corporate	​ ​ ​	Total
Additions to mineral properties and property, plant, and equipment	​	20,688	​	19,070	​	7,715	​	4,025	​	51,498
Growth capital	​	(1,448)	​	(5,021)	​	–	​	(4,025)	​	(10,494)
Sustaining capital	​	19,240	​	14,049	​	7,715	​	–	​	41,004
Sustaining leases	​	629	​	3,347	​	623	​	–	​	4,599
Capital expenditures for AISC	​	19,869	​	17,396	​	8,338	​	–	​	45,603
​	​	​	​	​	​	​	​	​	​	​
Figures may not add due to rounding.
Discontinued operations have been removed.
​	​	​	​	​	​	​	​	​	​	​

Fortuna | 33

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

​

​

​	​	​	​	​	​	​	​	​	​	​
Capital expenditures for AISC - Year 2025	​ ​ ​	​	​	​	​	​	​	​	​	​
(in thousands of US dollars)	​	Lindero	​ ​ ​	Séguéla	​ ​ ​	Caylloma	​ ​ ​	Corporate	​ ​ ​	Total
Additions to mineral properties and property, plant, and equipment	​	42,385	​	86,594	​	18,171	​	30,854	​	178,004
Growth capital	​	(5,889)	​	(29,509)	​	(2,712)	​	(30,854)	​	(68,964)
Sustaining capital	​	36,496	​	57,085	​	15,459	​	–	​	109,040
Sustaining leases	​	4,171	​	16,463	​	3,337	​	–	​	23,971
Capital expenditures for AISC	​	40,667	​	73,548	​	18,796	​	–	​	133,011
​	​	​	​	​	​	​	​	​	​	​
Figures may not add due to rounding.
Discontinued operations have been removed.

​

​	​	​	​	​	​	​	​	​	​	​
Capital expenditures for AISC - Year 2024	​ ​ ​	​	​	​	​	​	​	​	​	​
(in thousands of US dollars)	​	Lindero	​ ​ ​	Séguéla	​ ​ ​	Caylloma	​ ​ ​	Corporate	​ ​ ​	Total
Additions to mineral properties and property, plant, and equipment	​	67,892	​	54,642	​	21,403	​	17,140	​	161,077
Growth capital	​	(2,016)	​	(19,458)	​	–	​	(17,140)	​	(38,614)
Sustaining capital	​	65,876	​	35,184	​	21,403	​	–	​	122,463
Sustaining leases	​	2,400	​	10,381	​	2,494	​	–	​	15,275
Capital expenditures for AISC	​	68,276	​	45,565	​	23,897	​	–	​	137,738
​	​	​	​	​	​	​	​	​	​	​
Figures may not add due to rounding.
Discontinued operations have been removed.

​

Free Cash Flow and Free Cash Flow from Ongoing Operations

​

The following table presents a reconciliation of free cash flow and free cash flow from ongoing operations to net cash provided by operating activities, the most directly comparable IFRS measure, for the three and twelve months ended December 31, 2025 and 2024:

​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended December 31,				​	​	Years ended December 31,
(in millions of US dollars)	​	2025	​ ​ ​	​	2024	​	​	2025	​ ​ ​	​	2024
​	​	​	​	​	​	​	​	​	​	​	​
Net cash provided by operating activities	​	162.3	​	​	150.3	​	​	467.4	​	​	365.7
Additions to mineral properties, plant and equipment	​	(44.5)	​	​	(61.9)	​	​	(179.6)	​	​	(203.8)
Payments of lease obligations	​	(6.7)	​	​	(5.9)	​	​	(25.7)	​	​	(20.7)
Free cash flow	​	111.1	​	​	82.5	​	​	262.1	​	​	141.2
Growth capital	​	20.6	​	​	10.5	​	​	69.0	​	​	38.6
Discontinued operations	​	–	​	​	(39.5)	​	​	(7.7)	​	​	(82.4)
Gain on blue chip swap investments	​	–	​	​	1.4	​	​	1.3	​	​	9.7
Other adjustments	​	0.6	​	​	(3.8)	​	​	5.3	​	​	(4.5)
Free cash flow from ongoing operations	​	132.3	​	​	51.1	​	​	330.0	​	​	102.6

Figures may not add due to rounding.

​

Fortuna | 34

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(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, 2025 and 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended December 31,

​

​

Years ended December 31,

(in millions of US dollars)

​ ​ ​

​

2025

​ ​ ​

​

2024

​

​

2025

​ ​ ​

​

2024

Net income

​

​

74.0

​

​

15.1

​

​

311.1

​

​

141.9

Adjustments, net of tax:

​

​

​

​

​

​

​

​

​

​

​

​

Discontinued operations

​

​

–

​

​

1.2

​

​

(22.3)

​

​

(51.6)

Write off of mineral properties

​

​

2.3

​

​

–

​

​

4.3

​

​

–

Reversal of impairment of mineral properties, plant and equipment

​

​

–

​

​

–

​

​

(52.7)

​

​

–

Inventory adjustment

​

​

0.5

​

​

4.7

​

​

(16.4)

​

​

4.9

Other non-cash/non-recurring items

​

​

0.4

​

​

–

​

​

(1.8)

​

​

(11.9)

Adjusted net income

​

​

77.2

​

​

21.0

​

​

222.2

​

​

83.3

​

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, 2025 and 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended December 31,

​

​

Years ended December 31,

(in millions of US dollars)

​ ​ ​

​

2025

​ ​ ​

​

2024

​

​

2025

​ ​ ​

​

2024

Net income

​

​

74.0

​

​

15.1

​

​

311.1

​

​

141.9

Adjustments:

​

​

​

​

​

​

​

​

​

​

​

​

Community support provision and accruals

​

​

–

​

​

(0.1)

​

​

–

​

​

(0.6)

Discontinued operations

​

​

–

​

​

1.2

​

​

(22.3)

​

​

(51.6)

Inventory adjustment

​

​

0.5

​

​

–

​

​

(16.4)

​

​

–

Net finance items

​

​

2.7

​

​

5.7

​

​

12.3

​

​

23.5

Depreciation, depletion, and amortization

​

​

38.0

​

​

47.2

​

​

185.6

​

​

175.5

Income taxes

​

​

37.5

​

​

25.1

​

​

111.4

​

​

51.4

Reversal of impairment of mineral properties, plant and equipment

​

​

–

​

​

–

​

​

(52.7)

​

​

–

Investment income

​

​

(0.1)

​

​

–

​

​

(2.0)

​

​

–

Other non-cash/non-recurring items

​

​

4.6

​

​

0.7

​

​

(13.0)

​

​

(9.0)

Adjusted EBITDA

​

​

157.2

​

​

94.9

​

​

514.0

​

​

331.1

Sales

​

​

270.2

​

​

195.2

​

​

947.1

​

​

677.2

EBITDA margin

​

​

58%

​

​

49%

​

​

54%

​

​

49%

​

Figures may not add due to rounding.

​

Fortuna | 35

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(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, 2025 and 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended December 31,

​

​

Years ended December 31,

(in millions of US dollars)

​

​

2025

​ ​ ​

​

2024

​

​

2025

​ ​ ​

​

2024

Net income attributable to shareholders

​

​

68.1

​

​

11.4

​

​

287.5

​

​

128.7

Adjustments, net of tax:

​

​

​

​

​

​

​

​

​

​

​

​

Discontinued operations

​

​

–

​

​

1.2

​

​

(22.3)

​

​

(51.6)

Write off of mineral properties

​

​

2.3

​

​

–

​

​

4.3

​

​

–

Reversal of impairment of mineral properties, plant and equipment

​

​

–

​

​

–

​

​

(52.7)

​

​

–

Inventory adjustment

​

​

0.5

​

​

4.7

​

​

(16.4)

​

​

4.9

Other non-cash/non-recurring items

​

​

0.4

​

​

2.1

​

​

2.7

​

​

(4.5)

Adjusted attributable net income

​

​

71.3

​

​

19.4

​

​

203.1

​

​

77.5

​

Figures may not add due to rounding.

​

Net Debt

​

The following table presents a reconciliation of debt to total net debt and total net debt to adjusted EBITDA ratio as at December 31, 2025:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in millions of US dollars, except Total net debt to adjusted EBITDA ratio)

​

​

​

​

​

​

​

​

​

December 31, 2025

2024 Convertible Notes

​

​

​

​

​

​

​

​

​

​

​

172.5

Less: cash and cash equivalents and short-term investments

​

​

​

​

​

​

​

​

​

​

​

(554.0)

Total net debt

​

​

​

​

​

​

​

​

​

​

​

(381.5)

Adjusted EBITDA (last four quarters)

​

​

​

​

​

​

​

​

​

​

​

514.0

Total net debt to adjusted EBITDA ratio

​

​

​

​

​

​

​

​

​

​

​

(0.7):1

​

​

​

​

​

​

​

​

​

​

​

​

​

Working Capital

​

The following table presents a calculation of working capital as at December 31, 2025 and 2024:

​

​	​	​	​	​	​	​
(in millions of US dollars)	​	​	December 31, 2025	​ ​ ​	​	December 31, 2024
Current assets	​	​	764.5	​	​	486.2
Current liabilities	​	​	256.4	​	​	256.0
Working capital	​	​	508.1	​	​	230.2
​	​	​	​	​	​	​
Figures may not add due to rounding.	​	​	​	​	​	​

​

Fortuna | 36

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(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 three operating mines and exploration activities in Argentina, 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, 2025 was derived from its operations in Argentina, 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 regimes, 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 and the imposition of currency controls; inability to obtain fair dispute resolution or judicial determination because of bias, corruption or abuse of power;

Fortuna | 37

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

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.

​

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, 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 companies 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.

​

Certain African governments have also indicated their intentions to, or have modified their national mining codes. 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% (from 6% to 8%), where the selling price per ounce is greater than $2,000. 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 Côte d’Ivoire has also delayed certain Governments payments, in particular the refund of VAT. Management continues to engage with the Government to identify opportunities to collect

​

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

Fortuna | 38

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

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 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, and operating, on 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 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.

​

Fortuna | 39

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

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.

Exploration projects such as the Diamba Sud Project are uncertain

The Company’s mineral production is dependent in part on the success of its exploration projects, such as the Diamba Sud Project. The decision as to whether a property contains a commercial mineral deposit and should be brought into production will depend upon market conditions, as well as the results of exploration and evaluation programs and/or feasibility studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant expense and risk.  It is impossible to ensure that the Company’s current exploration and development programs at the Diamba Sud Project or elsewhere will result in profitable commercial mining operations.

Projects being considered for development are subject to the completion of successful preliminary economic assessments, feasibility studies, engineering studies and environmental assessments, the issuance of necessary governmental permits and the availability of adequate financing, the completion or attainment of which are subject to their own risks and uncertainties. The inability to complete necessary tasks or obtain required inputs, or any delays in the achievement of any key project tasks or inputs, could cause significant delays in timing, cost or results of the assessment of feasibility and/or the process to advance a project to a development decision.  The economic feasibility of development projects is based upon many factors, including, among others: the accuracy of mineral reserve and resource estimates; metallurgical recoveries; capital and operating costs of such projects; government regulations relating to prices, taxes, royalties, infrastructure, land tenure, land use, importing and exporting, and environmental protection; political and economic climate; and metal prices, which are historically volatile and cyclical. In addition, completion of the development of the Company’s advanced projects is subject to various requirements, including the availability and timing of acceptable arrangements for power, water, transportation, access and facilities.  The lack of, or delay in, availability of any one or more of these items could prevent or delay development of the Company’s advanced projects.  There can be no assurance that adequate infrastructure, including road access, will be built, that it will be built in a timely manner or that the cost of such infrastructure will be reasonable or that it will sufficiently satisfy the requirements of the advanced projects.  As well, accidents or sabotage could affect the provision or maintenance of adequate infrastructure.

The Diamba Sud Project is comprised of the Diamba Sud research permit which was granted in 2015 and through subsequent renewals is scheduled to expire in June 2026. The permit is not subject to any further automatic renewals.  Subject to completion of exploration activities, the Company applied for an exploitation permit on February 1 2026; however, there is no assurance that the exploitation permit will be granted.  

Environmental Uncertainties

All phases of the Company’s operations are subject to environmental regulation in the various jurisdictions in which they 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

Fortuna | 40

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

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, 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 Séguéla Mine is located in Côte d’Ivoire and it’s Diamba Sud project is located in Senegal. 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.

​

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.

​

Fortuna | 41

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

The Company’s maximum exposure to credit risk as at December 31, 2025 and 2024 is as follows:

​

​	​	​	​	​	​	​
(in millions of US dollars)	​ ​ ​	​	December 31, 2025	​ ​ ​	​	December 31, 2024
Cash and cash equivalents	​	​	554.0	​	​	231.3
Trade and other receivables	​	​	74.4	​	​	100.0
Income tax receivable	​	​	–	​	​	5.3
Other non-current receivables	​	​	8.9	​	​	33.2
​	​	​	637.3	​	​	369.8

​

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 gold, silver, 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, 2025:

​

​	​	​	​	​	​
Metal	​	Change %	​ ​ ​	​	Effect on Sales $
Lead	​	+/- 10%	​	​	0.8
Zinc	​	+/- 10%	​	​	0.5

​

Changes in the market prices of the precious metals that the Company produces affect the Company’s profitability and cashflows. 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 and 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.

​

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.  

​

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, 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 | 42

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(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, 2025:

​

​	​	​	​	​	​
Currency of foreign denominated items	​	Change %	​ ​ ​	​	Effect $
Mexican pesos	​	+/- 10%	​	​	-
Peruvian soles	​	+/- 10%	​	​	1.8
Argentine pesos	​	+/- 10%	​	​	0.7
Canadian dollars	​	+/- 10%	​	​	2.5
West African CFA francs	​	+/- 10%	​	​	3.6
Australian dollar	​	+/- 10%	​	​	0.1
Euros	​	+/- 10%	​	​	0.1

​

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.  

​

In April of 2025, the Government of Argentina secured a $20.0 billion loan from the International Monetary Fund and implemented decrees which eliminated a number of capital controls and moved the Argentine Peso to a more free-floating exchange rate. This included the lifting of some restrictions on the repatriation of local cash balances. While these changes have been favourable to the Company and allow us to repatriate funds out of Argentina to manage local cash balances, there is no guarantee that these changes will remain in place or that the purchase of US Dollars for repatriation will be possible at an exchange rate the Company finds acceptable. Management continues to monitor the situation and strategically repatriate cash when possible. For cash balances in Argentine Pesos that remain in Argentina the Company has instituted an investment strategy to hedge against this risk of devaluation.

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As at December 31, 2025 (In millions of local currency)

​ ​ ​

Canadian dollars

​

Peruvian soles

​

Mexican pesos

​

Argentine pesos

​

West African CFA Francs

​

Australian Dollars

​

Euro

Cash and cash equivalents

​

0.9

​

3.8

​

1.0

​

2,622.3

​

72,289.6

​

0.1

​

-

Marketable securities

​

9.3

​

-

​

-

​

-

​

-

​

-

​

-

Restricted cash

​

-

​

-

​

-

​

-

​

440.0

​

-

​

-

Trade and VAT receivables

​

0.1

​

5.2

​

15.7

​

24,102.0

​

23,048.8

​

-

​

2.8

Trade and other payables

​

(47.7)

​

(45.4)

​

(7.0)

​

(13,199.1)

​

(29,870.0)

​

(1.2)

​

(2.1)

Provisions, current

​

-

​

(1.4)

​

-

​

(2,989.1)

​

-

​

-

​

-

Income tax payable

​

-

​

(11.9)

​

-

​

-

​

(43,676.3)

​

-

​

-

Other liabilities

​

(0.3)

​

-

​

-

​

-

​

-

​

-

​

-

Provisions, non-current

​

-

​

(15.2)

​

-

​

-

​

-

​

-

​

-

Total foreign currency exposure

​

(37.7)

​

(64.9)

​

9.7

​

10,536.1

​

22,232.1

​

(1.1)

​

0.7

US$ equivalent of foreign currency exposure

​

(27.5)

​

(19.3)

​

0.5

​

7.2

​

39.8

​

(0.8)

​

0.8

Figures may not add due to rounding

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Fortuna | 43

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

As at December 31, 2024 (In millions of local currency)	​ ​ ​	Canadian dollars	​	Peruvian soles	​	Mexican pesos	​	Argentine pesos	​	West African CFA Francs	​	Australian 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	​	​	​	​	​	​	​	​	​	​	​	​	​	​

​

​

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, 2025, 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, 2025

(in millions of US dollars)

​

​

Less than 1 year

​

​

1 - 3 years

​

​

4 - 5 years

​

​

After 5 years

​

​

Total

Trade and other payables

​

​

153.4

​

​

–

​

​

–

​

​

–

​

​

153.4

Debt

​

​

–

​

​

–

​

​

172.5

​

​

–

​

​

172.5

Closure and reclamation provisions

​

​

–

​

​

1.0

​

​

13.0

​

​

43.4

​

​

57.4

Income taxes payable

​

​

81.8

​

​

–

​

​

–

​

​

–

​

​

81.8

Lease obligations

​

​

27.7

​

​

42.2

​

​

11.0

​

​

13.7

​

​

94.6

Other liabilities

​

​

–

​

​

8.3

​

​

–

​

​

–

​

​

8.3

Total

​

​

262.9

​

​

51.5

​

​

196.5

​

​

57.1

​

​

568.0

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Figures may not add due to rounding.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fortuna | 44

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

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.

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.

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.

​	​	​	​	​	​	​
(in millions of US dollars)	​	​	December 31, 2025	​ ​ ​	​	December 31, 2024
Equity	​	​	1,677.0	​	​	1,403.9
Debt	​	​	134.4	​	​	126.0
Lease obligations	​	​	76.9	​	​	68.0
Less: cash and cash equivalents and short-term investments	​	​	(554.0)	​	​	(231.3)
​	​	​	1,334.3	​	​	1,366.6
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, 2025, the Company was in compliance with its debt covenants.

​

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, interest paid on its SOFR-based debt and the mark-to-market value of derivative instruments which depend on interest rates.

​

​

Fortuna | 45

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

Information Technology Risk

The Company’s information technology systems used in its operations are subject to disruption, damage or failure from a variety of sources including without limitation, computer viruses, security breaches, cyberattacks, natural disasters and defects in design.  For example, damage to computer cables can cause disruption to networks. This has occurred in recent years, and more recently in March 2024 when damage to underwater cables off the coast of Côte d’Ivoire caused disruption to internet service in western and central Africa. Cybersecurity incidents, in particular, are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data or machines and equipment, and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information, the corruption of data or the disabling, misuse or malfunction or machines and equipment  However, given the unpredictability of the timing, nature and scope of information or operational technology disruptions, the Company could potentially be subject to production downtimes, operational delays, operating accidents, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks or financial losses from remedial actions, any of which would have a material and adverse effect on the Company’s business, financial condition or results of operations.

​

The Company could also be adversely affected by system or network disruptions if new or upgraded information technology systems are defective, not installed properly or not properly integrated into operations. Various measures have been implemented to manage the risks related to the system implementation and modification, but system modification failures could have a material and adverse effect on the Company’s business, financial condition or results of operations.

​

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.

​

Global Trade and Tariffs

​

The imposition of trade tariffs, particularly by the United States, or other trade restrictions could have significant repercussions for Canadian businesses, and the broader economy. Increased costs of goods and services may contribute to inflation. These tariffs, and any changes to these tariffs or imposition of any new tariffs, taxes or import or export restrictions or prohibitions, could have a material adverse effect on the Company's business. Furthermore, there is a risk that the tariffs imposed by the United States on other countries will trigger a broader global trade war which could have a material adverse effect on the Canadian, United States and global economies. Overall, trade policy restrictions create financial uncertainty for companies, disrupt trade relationships, and put downward pressure on economic growth.

​

Fortuna | 46

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

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 2025 Financial Statements.

​

Changes in Accounting Policies

​

The Company adopted various amendments to IFRS, which were effective for accounting periods beginning on or after January 1, 2025. These include amendments to IAS 21, Lack of Exchangeability. In August 2023, the IASB issued amendments to IAS 21, The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability, to clarify the accounting for transactions in currencies that lack exchangeability. These amendments 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 amendments also require additional disclosures when an entity applies the new requirements to estimate a spot exchange rate due to a lack of exchangeability. The Company adopted these amendments effective January 1, 2025. The adoption of the amendments did not have a material impact on the Company's financial statements. The Company has assessed the currencies in the jurisdictions in which it operates and determined that, for the year ended December 31, 2025, no material lack of exchangeability existed that would require the use of an estimated spot rate under the new guidance.

​

​

CONTROLS AND PROCEDURES

​

Evaluation of Disclosure Controls and Procedures

​

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

​

Management’s Report on Internal Control over Financial Reporting

​

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

​

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, 2025.

​

Except for controls related to the divestment transactions completed in the second quarter, there have been no other changes in the Company’s internal control over financial reporting for the three and twelve months ended December 31,

Fortuna | 47

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

2025 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, 2025 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, 2025 and 2024.

​

Fortuna | 48

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(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 2026; estimated costs, cash costs and AISC for 2026; estimated expenditures for 2026; exploration plans; statements establishing sustainability and environmental targets, goals, and strategies, and the ability to meet the same; the future results of exploration activities; statements about the timing and replacement of the foundations for the repair of the primary crusher at the Lindero Mine, and that the measures that the Company intends to has put in place to support the uninterrupted stacking of ore on the leach pad during the foundation replacement period will be successful and will not have a material impact on production; that the Company’s exploration activities will be successful and that it will be able to increase its mineral resources at its existing deposits; the ability of the Company to continue to repatriate funds from Argentina; the Company’s expectation that there are no changes in internal controls that are reasonably likely to materially affect the Company’s internal control over financing reporting; expected maturities of the Company’s financial liabilities, lease obligations and other contractual commitments; property permitting and litigation matters; the fluctuation of its effective tax rate in the jurisdictions where the Company does business; and statements regarding the NCIB program.

​

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

​

Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such uncertainties and factors include, among others: operational risks relating to mining and mineral processing; uncertainty relating to Mineral Resource and Mineral Reserve estimates; uncertainty relating to capital and operating costs, production schedules and economic returns; risks relating to the Company’s ability to replace its Mineral Reserves; risks associated with mineral exploration and project development; uncertainty relating to the repatriation of funds as a result of currency controls; environmental matters including maintaining, obtaining or renewing environmental permits and potential liability claims; inability to meet sustainability, environmental, diversity or safety targets, goals, and strategies (including greenhouse gas emissions

Fortuna | 49

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

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

​

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

Fortuna | 50

​	​
Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025	(in US dollars, tabular amounts in millions, except where noted)

​

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;  expected trends and specific assumptions regarding metal prices and currency exchange rates; prices for and availability of fuel, electricity, parts and equipment and other key supplies remaining consistent with current levels; production forecasts meeting expectations; any investigations, claims, and legal, labor and tax proceedings arising in the ordinary course of business will not have a material effect on the results of operations or financial condition of the Company; and the accuracy of the Company’s current Mineral Resource and Mineral Reserve estimates.

​

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

​

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

​

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

​

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

Fortuna | 51

Fortuna Reports Results for the Fourth Quarter and Full Year 2025

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

​

Record quarterly and annual free cash flow¹ of $132.3 million and $330.0 million as Fortuna delivers on its operational plan and achieves production guidance

​

Vancouver, British Columbia, February 18, 2026: 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 2025.

(Results from the Company’s San Jose and Yaramoko assets have been excluded from the 2025 continuing results, along with the comparative figures, due to the classification of the assets as discontinued as at December 31, 2025 unless otherwise disclosed.)

​

Jorge A. Ganoza President and CEO of Fortuna, commented, “Q4 was a strong end to the year as we delivered record free cash flow from operations of $132.3 million and returned $12.1 million to our shareholders.” Mr. Ganoza continued “We finished the year in line with production guidance but at a higher AISC due to the impact of rising metal prices on royalties, gold equivalent ratios and share based compensation expenses. Adjusting for these items our AISC would have been under $1,700 an ounce.” Mr. Ganoza concluded “2025 was a transition year for Fortuna as we streamlined our portfolio by divesting non-core assets and positioned the Company for its next phase of growth at Diamba Sud and the Séguéla plant expansion. All this is underpinned by one of the best balance sheets in our peer group with $704 million in liquidity and $381 million in net cash.”

Fourth Quarter and Full Year 2025 Highlights

Cash and Cash Flow

● Record free cash flow¹ from ongoing operations of $132.3 million; $330.0 million for 2025

● $147.6 million of net cash from operating activities before changes in working capital or $0.48 per share; $455.4 million for the year or $1.48 per share

● Liquidity increased to $704.0 million, and the net cash¹ position strengthened to $381.5 million, from $58.8 million at the end of 2024, a YoY increase of $322.7 million

● Quarter-end cash balance of $554.0 million, an increase of $115.7 million QoQ and $322.7 million YoY

​

Profitability

● Record adjusted attributable net income¹ from continuing operations was $71.3 million or $0.23 basic EPS; $203.1 million or $0.66 basic EPS for 2025. Results for the quarter were impacted by lower production at Lindero due to downtime of the HPGR in December

● Attributable net income from continuing operations of $68.1 million or $0.22 basic EPS; $269.7 million or $0.88 basic EPS for 2025

​

Return to Shareholders

● In 2025, the Company returned $16.2 million to shareholders through its share buyback program with an additional $5.0 million in early 2026

​

Operational

● Gold equivalent production (“GEO”) of 65,130 ounces; 317,001 GEOs in 2025 meeting annual guidance

​

● Consolidated cash cost per GEO¹ of $971; $944 for 2025 in line with guidance

● Consolidated AISC per GEO¹ of $2,054 for Q4 2025 and $1,870 for full year 2025. Excluding the impact of rising gold prices on royalties ($60/ounce), gold equivalent ratios ($54/ounce) and the value of the Company’s shares increasing share based compensation expenses ($60/ounce) AISC was $1,696 and within guidance.

● Total recordable injury frequency rate for the year was  0.74 which reflects continued strong safety performance; and zero lost time injuries in the quarter

​

Growth and Business Development

● Expanded Mineral Reserves at Séguéla by 31% and extending the mine life to over 9 years. Refer to the news release dated January 20, 2026 “Fortuna Expands Mineral Reserve Gold Ounces by 31% and Extends Life of Mine to Over 9 Years at the Séguéla Mine, Côte d’Ivoire”

● Commissioned a feasibility study to expand the plant throughput at Séguéla by 15 to 40% with results expected in the second quarter of 2026. Refer to the news release dated December 3, 2025 “Fortuna Awards the Séguéla Mine Plant Expansion Study, Côte d’Ivoire”

● At the Diamba Sud Gold Project, supported by robust PEA economics (Refer to the news release dated October 15, 2025, “Fortuna delivers robust PEA for Diamba Sud Gold Project in Senegal: After-tax IRR of 72% and NPV5% of US$563 million using US$2,750 per ounce”) the Company has allocated approximately $67 million to advance early works and the order of critical equipment to de-risk construction. A construction decision is targeted for mid 2026.  

Cautionary Statement: The PEA is preliminary in nature, and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves; as such, there is no certainty that the PEA results will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.⁵

​

Fortuna | 2

​

​

Fourth Quarter 2025 Consolidated Results

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended

​

Years ended December 31,

(in millions of US dollars)

​

Dec. 31, 2025

​

Dec. 31, 2024

​

Sep. 30, 2025

​

2025

2024

​

% Change

OPERATING STATISTICS

​

​

​

​

​

​

​

​

​

​

​

​

Total production including discontinued operations (GEO)

​

65,130

​

116,358

​

72,462

​

317,001

​

455,958

​

(30%)

Production from continuing operations (GEO)

​

65,130

​

75,562

​

72,462

​

279,207

​

292,169

​

(4%)

Cash cost continuing ops($/oz GEO) (1)(2)

​

971

​

918

​

942

​

928

​

855

​

9%

Cash cost ($/oz GEO) (1)(2)

​

971

​

1,015

​

942

​

944

​

987

​

(4%)

AISC continuing ops($/oz GEO) (1)(2)(3)

​

2,054

​

1,842

​

1,987

​

1,933

​

1,634

​

18%

AISC including discontinued ops($/oz GEO) (1)(2)(3)

​

2,054

​

1,772

​

1,987

​

1,870

​

1,640

​

14%

FINANCIAL HIGHLIGHTS

​

​

​

​

​

​

​

​

​

​

​

​

Sales

​

270.2

​

195.2

​

251.4

​

947.1

​

677.2

​

40%

Attributable net income from continuing operations

​

68.1

​

14.7

​

123.6

​

269.7

​

84.5

​

219%

Attributable earnings per share from continuing operations - basic

​

0.22

​

0.05

​

0.40

​

0.88

​

0.27

​

226%

Adjusted attributable net income from continuing operations (1)

​

71.3

​

19.4

​

51.0

​

203.1

​

77.5

​

162%

Adjusted attributable net income from continuing operations earnings per share

​

0.23

​

0.06

​

0.17

​

0.66

​

0.25

​

164%

Adjusted EBITDA (1)

​

157.2

​

94.9

​

130.8

​

514.0

​

331.1

​

55%

CASH FLOW AND CAPEX

​

​

​

​

​

​

​

​

​

​

​

​

Net cash provided by operating activities - continuing operations

​

162.3

​

99.2

​

111.3

​

455.4

​

235.7

​

93%

Free cash flow from ongoing operations (1)

​

132.3

​

51.1

​

73.4

​

330.0

​

102.6

​

222%

Capital expenditures (4)

​

​

​

​

​

​

​

​

​

​

​

​

Sustaining

​

23.9

​

41.0

​

31.2

​

109.0

​

122.5

​

(11%)

Sustaining leases

​

6.6

​

4.6

​

6.5

​

24.0

​

15.3

​

57%

Growth capital

​

20.6

​

10.5

​

17.4

​

69.0

​

38.6

​

79%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Dec. 31, 2025

​

Dec. 31, 2024

​

% Change

Cash and cash equivalents and short-term investments

​

554.0

​

231.3

​

140%

Net liquidity position (excluding letters of credit)

​

​

​

​

​

​

​

704.0

​

381.3

​

85%

Shareholder's equity attributable to Fortuna shareholders

​

​

​

​

​

​

​

1,677.0

​

1,403.9

​

19%

​

​

​

​

​

​

​

​

​

​

​

​

​

(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)Gold equivalent was calculated using the realized prices for gold of $3,452/oz Au, $40.2/oz Ag, $1,962/t Pb and $2,864/t Zn for Year 2025. Gold equivalent was calculated using the realized prices for gold of $2,404/oz Au, $27.9/oz Ag, $2,072/t Pb and $2,786/t Zn for Year 2024.

(3) Year to date 2025 AISC reflects production and costs for Yaramoko from January 1 to April 14, 2025, being the date that the Company agreed to the assumed handover of operations to the purchaser.

(4) Capital expenditures are presented on a cash basis

(5)Refer to the table on page 30 of this news release for a summary of the key assumptions, operational parameters and economic results and values from the PEA

Figures may not add due to rounding

​

Contribution from discontinued operations, the Yaramoko and San Jose mines which were disposed of in the second quarter of 2025, have been removed where applicable

​

​

​

​

​

​

​

Fortuna | 3

​

​

Fourth Quarter 2025 Results

​

Q4 2025 vs Q3 2025

​

Cash cost per ounce and AISC

Cash cost per GEO sold from continuing operations was $971 in Q4 2025, representing a marginal increase from $942 in Q3 2025.

​

All-in sustaining costs per GEO from continuing operations was $2,054 in Q4 2025 representing a $67 increase from the $1,987 recorded in Q3 2025. The rise was primarily driven by lower ounces sold at Lindero and higher royalties of $55, partially offset by lower AISC at Séguéla resulting from a decrease in strip ratio quarter over quarter.

​

Attributable Net Income and Adjusted Net Income

Attributable net income from continuing operations for the period was $68.1 million in Q4 2025, compared to $123.6 million in Q3 2025. Net income in Q3 2025 included the reversal of an impairment charge of $52.7 million and the reversal of a previous write-down of $16.7 million of low-grade stockpiles at Lindero as a result of an increase in medium and long-term gold price assumptions.

​

After adjusting for impairment reversals and other non-recurring items, adjusted attributable net income was $71.3 million or $0.23 per share compared to $51.0 million or $0.17 per share in Q3 2025. The increase was primarily driven by higher realized gold prices, partially offset by lower gold sales volume, and a modestly higher effective tax rate. The realized gold price in Q4 2025 was $4,166 per ounce compared to $3,467 in Q3 2025.  Lower gold sales were mainly attributable to lower production at Lindero related to a 12-day stoppage of the HPGR tertiary crusher in December.  

​

Foreign Exchange

In Q4 2025, the Company recorded a foreign exchange loss of $2.9 million compared to a loss of $7.4 million in Q3 2025.  

​

For the full year, the Company recorded a foreign exchange loss of $7.8 million, comprised of a $13.8 million realized loss and a $6.0 million unrealized gain. The foreign exchange realized loss was primarily related to the Company’s Argentine operations, where the peso devalued 41% during 2025. Of the realized loss, over $6.0 million relates to cash accumulated in-country in the first half of 2025; however, this loss was fully offset by interest, investment, and derivative gains throughout the year. In early Q3 2025 the Company was able to restart the repatriation of funds from Argentina, allowing local cash balances to be minimized. Foreign exchange losses of $3.4 million were incurred as part of the cost of repatriations during the year through the "Blue-Chip Swap Market”.

​

Cash Flow

Net cash generated by operations before changes in working capital totaled $147.6 million or $0.48 per share. After adjusting for working capital, net cash generated by operations for the quarter was $162.3 million compared to $111.3 million in Q3 2025.  This increase was driven by higher sales, lower income tax payments, and a favorable swing in working capital, which contributed $14.8 million in Q4 compared to an outflow of $2.6 million in the prior quarter.  Income taxes paid decreased to $20.8 million in Q4 2025 (including $14.4 million of withholding taxes from fund repatriation), down from $34.7 million in Q3 2025.  

Fortuna | 4

​

​

The Q3 figure included $13.6 million in withholding taxes paid related to the repatriation of funds from Argentina and Côte d’Ivoire.

​

Free cash flow from ongoing operations in Q4 2025 was $132.3 million, an increase of $58.9 million compared to $73.4 million in Q3 2025 reflecting higher cash from operating activities and a reduction in sustaining capital expenditures from $31.2 million in the prior quarter to $23.9 million.

​

In Q4 2025, the Company invested $20.6 million in non-sustaining capital expenditures, comprising of $10.7 million in mine site exploration and other items, and $10.1 million at the Diamba Sud project.

​

Q4 2025 vs Q4 2024

​

Cash cost per ounce and AISC

Consolidated cash cost per GEO increased to $971 in Q4 2025, representing a $53 increase compared to $918 recorded in Q4 2024. The increase was mainly due to higher stripping ratios at Séguéla and Lindero, as per the mine plan.

​

All-in sustaining costs per gold equivalent ounce from continuing operations increased $212 to $2,054 in Q4 2025 from $1,842 in Q4 2024. This increase primarily resulted from higher royalties of $139, the impact of higher gold prices on the GEO calculation at Caylloma of $74, and $77 related to higher share-based compensation.  This was partially offset by a decrease in AISC at Lindero explained by lower capital expenditures in 2025.

​

Attributable Net Income and Adjusted Net Income

Attributable net income from continuing operations was $68.1 million, or $0.22 per share, compared to $11.4 million, or $0.05 per share, in Q4 2024.

​

After adjusting for reversals of impairments and stockpile write-downs and other non-recurring items, adjusted attributable net income from continuing operations was $71.3 million or $0.23 per share compared to $19.4 million or $0.06 per share in Q4 2024. The increase was primarily due to higher realized gold prices, which averaged $4,166 per ounce in Q4 2025 compared to $2,659 per ounce in Q4 2024. This was partially offset by lower production and higher share-based compensation expense of $6.9 million compared to $1.6 million in Q4 2024.

​

Depreciation and Depletion

Depreciation and depletion decreased by $2.3 million to $44.9 million compared to $47.2 million Q4 2024. Despite the lower expense, depletion per ounce increased by $60. This was primarily due to higher depletion rates at Lindero following the impairment reversal of $52.7 million recorded in Q3 2025. This increase was partially offset by lower depletion per ounce at Seguela, which benefitted from the addition of low discovery-cost ounces.

​

Depreciation and depletion in the period included $16.2 million (FY 2025: $71.4 million) related to the purchase price allocation from the 2021 Roxgold acquisition.

​

​

​

​

​

Fortuna | 5

​

​

Cash Flow

Net cash generated by operations for the quarter was $162.3 million compared to $99.2 million in Q4 2024. The increase was primarily driven by higher gold prices and favourable changes in working capital in Q4 2025 compared to Q4 2024.  

​

Free cash flow from ongoing operations in Q4 2025 was $132.3 million, compared to $51.1 million reported in Q4 2024. The increase was mainly due to higher prices as discussed above, and lower sustaining capital expenditures of $17.1 million year over year.

​

Fortuna | 6

​

​

Séguéla Mine, Côte d’Ivoire

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended December 31,

​

​

Years ended December 31,

​

​ ​ ​

​

2025

​ ​ ​

​

2024

​ ​ ​

​

2025

​ ​ ​

​

2024

Mine production

​

​

​

​

​

​

​

​

​

​

​

​

Tonnes milled

​

​

410,014

​

​

430,117

​

​

1,718,973

​

​

1,561,800

Average tonnes crushed per day

​

​

4,506

​

​

4,727

​

​

4,709

​

​

4,279

​

​

​

​

​

​

​

​

​

​

​

​

​

Gold

​

​

​

​

​

​

​

​

​

​

​

​

Grade (g/t)

​

​

3.16

​

​

2.95

​

​

2.98

​

​

2.95

Recovery (%)

​

​

92

​

​

92

​

​

92

​

​

93

Production (oz)

​

​

36,942

​

​

35,244

​

​

152,426

​

​

137,781

Metal sold (oz)

​

​

36,998

​

​

36,384

​

​

152,384

​

​

137,753

Realized price ($/oz)

​

​

4,162

​

​

2,658

​

​

3,450

​

​

2,399

​

​

​

​

​

​

​

​

​

​

​

​

​

Unit costs

​

​

​

​

​

​

​

​

​

​

​

​

Cash cost ($/oz Au) (1)

​

​

710

​

​

653

​

​

679

​

​

584

All-in sustaining cash cost ($/oz Au) (1)

​

​

1,576

​

​

1,376

​

​

1,560

​

​

1,153

​

​

​

​

​

​

​

​

​

​

​

​

​

Capital expenditures ($000's) (2)

​

​

​

​

​

​

​

​

​

​

​

​

Sustaining

​

​

9,053

​

​

14,049

​

​

57,085

​

​

35,184

Sustaining leases

​

​

4,070

​

​

3,347

​

​

16,463

​

​

10,381

Growth capital

​

​

6,870

​

​

5,021

​

​

29,509

​

​

19,458

​

​

​

​

​

​

​

​

​

​

​

​

​

(1) Cash cost and All-in sustaining cash cost are non-IFRS financial measures. Refer to Non-IFRS Financial Measures.

(2) Capital expenditures are presented on a cash basis.

​

Quarterly Operating and Financial Highlights

​

During the fourth quarter of 2025, mine production totaled 340,464 tonnes of ore, averaging 3.71 g/t Au, and containing an estimated 40,614 ounces of gold from the Antenna, Ancien, and Koula pits. Ore tonnes mined were lower than tonnes milled during the quarter, in line with the mine plan and the strategy to reduce surface stockpiles. A total of 3,920,293 tonnes of waste was moved during the period, resulting in a strip ratio of 11.5:1.

​

In the fourth quarter of 2025, Séguéla processed 410,014 tonnes of ore, producing 36,942 ounces of gold, at an average head grade of 3.16 g/t Au, a 5% decrease in tonnes of ore and 7% increase in average head grade, compared to the same period of the previous year. Lower tonnes milled during the quarter were primarily due to downtime caused by a failure of the SAG mill motor cooling system in October 2025 and other planned maintenance activities.

​

Gold production in 2025 totaled 152,426 ounces, above the upper end of the annual guidance range. An 11% increase in ounces of gold produced during the year was mainly due to the realization of throughput optimization projects through 2024 increasing ore processed, and a 19-day loss of time in 2024 as a result of power shedding from the national grid supplier.

​

Cash cost per gold ounce sold was $710 for the fourth quarter and $679 for the full year of 2025, compared to $653 for the fourth quarter and $584 for the full year of 2024. Cash costs were higher due to an increase in mining costs from higher stripping requirements in line with the mine plan and higher processing costs due to an increase of onsite power generation.

​

All-in sustaining cash cost per gold ounce sold was $1,576 for the fourth quarter of 2025 and $1,560 for the full year of 2025, compared to $1,376 for the fourth quarter and $1,153 for the full year of 2024. The

Fortuna | 7

​

​

increase for the quarter and for the year was primarily a result of higher cash cost per ounce sold, higher sustaining capital from capitalized stripping and higher royalties due to higher gold prices and a 2% increase in the royalty rate effective January 10, 2025.

​

The site finished the year in line with the AISC guidance range of $1,500 to $1,600 per ounce.

Fortuna | 8

​

​

Lindero Mine, Argentina

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended December 31,

​

​

Years ended December 31,

​

​ ​ ​

​

2025

​ ​ ​

​

2024

​ ​ ​

​

2025

​ ​ ​

​

2024

Mine production

​

​

​

​

​

​

​

​

​

​

​

​

Tonnes placed on the leach pad

​

​

1,191,030

​

​

1,757,290

​

​

6,471,573

​

​

6,367,505

​

​

​

​

​

​

​

​

​

​

​

​

​

Gold

​

​

​

​

​

​

​

​

​

​

​

​

Grade (g/t)

​

​

0.63

​

​

0.60

​

​

0.58

​

​

0.62

Production (oz)

​

​

19,201

​

​

26,806

​

​

87,489

​

​

97,287

Metal sold (oz)

​

​

19,062

​

​

26,840

​

​

86,495

​

​

96,726

Realized price ($/oz)

​

​

4,173

​

​

2,659

​

​

3,451

​

​

2,411

​

​

​

​

​

​

​

​

​

​

​

​

​

Unit costs

​

​

​

​

​

​

​

​

​

​

​

​

Cash cost ($/oz Au) (1)

​

​

1,117

​

​

1,063

​

​

1,132

​

​

1,051

All-in sustaining cash cost ($/oz Au) (1)

​

​

1,639

​

​

1,873

​

​

1,716

​

​

1,793

​

​

​

​

​

​

​

​

​

​

​

​

​

Capital expenditures ($000's) (2)

​

​

​

​

​

​

​

​

​

​

​

​

Sustaining

​

​

5,625

​

​

19,240

​

​

36,496

​

​

65,876

Sustaining leases

​

​

1,519

​

​

629

​

​

4,171

​

​

2,400

Growth capital

​

​

2,581

​

​

1,448

​

​

5,889

​

​

2,016

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

² Capital expenditures are presented on a cash basis.

​

Quarterly Operating and Financial Highlights

​

In the fourth quarter of 2025, a total of 1,191,030 tonnes of ore were placed on the heap leach pad, with an average gold grade of 0.63 g/t, containing an estimated 24,040 ounces of gold. Ore mined was 1.41 million tonnes, with a stripping ratio of 1.5:1.

​

Lindero’s gold production for the quarter was 19,201 ounces compared to 26,806 ounces in the previous period. Lindero experienced unplanned downtime of the primary crusher in late September. The primary crusher was returned to full service on December 19, 2025. During the downtime period, Management implemented several mitigation measures, including the use of a portable jaw crusher and direct run-of-mine ore screening, which offset the impact of the primary crusher interruption.

​

On December 8, 2025, the HPGR tertiary crusher experienced abnormal vibration originating from one of its two cardan shafts, resulting in a 12-day full stoppage. A spare cardan shaft was installed, and the HPGR circuit was restarted on December 20, 2025. The production loss associated with the HPGR repair could not be mitigated. Consequently, gold production for December, and cumulative production for the fourth quarter, were below Management’s plan, resulting in Lindero not achieving its annual production guidance. See Fortuna news release dated January 15, 2026, which is available under the Company’s profile at www.sedarplus.ca.

​

Following an engineering assessment of the primary crusher and its supporting foundations, Management has approved a planned 30-day replacement of the steel foundations starting in March 2026, at an estimated capital cost of $2.2 million. Mining operations will continue ahead of the scheduled work, with ore being stockpiled to support uninterrupted stacking on the leach pad during the foundation replacement period.

​

Fortuna | 9

​

​

Lindero produced a total of 87,489 ounces of gold in 2025, 10% lower compared to 2024, mainly as a result of the twelve day full stoppage described above.

​

The cash cost per ounce of gold for the quarter was $1,117 compared to $1,063 in the same period of 2024. For the year ended December 31, 2025, the cash cost per ounce was $1,132, an increase from $1,051 in 2024. The increase in cash costs for both the quarter and the full year was primarily driven by lower production volumes.

​

AISC per gold ounce sold decreased in both Q4 2025 and the full year 2025, dropping to $1,639 and $1,716, respectively (Q4 2024: $1,873; full year 2024: $1,793). The decrease in both periods was primarily driven by lower sustaining capital expenditures as the leach pad expansion was under construction in the comparable periods and lower capitalized stripping. These cost reductions were partially offset by the lower ounces sold and a reduction in gains from cross-border Argentine Peso bond trades. (2025: $nil in Q4 and $1.3 million for the year; compared to 2024: $1.4 million in Q4 and $9.7 million for the year).

​

The site finished the year within AISC guidance which was from $1,600 to $1,770 per ounce.

Fortuna | 10

​

​

Caylloma Mine, Peru

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended December 31,

​

​

Years ended December 31,

​

​ ​ ​

​

2025

​ ​ ​

​

2024

​ ​ ​

​

2025

​ ​ ​

​

2024

Mine production

​

​

​

​

​

​

​

​

​

​

​

​

Tonnes milled

​

​

139,977

​

​

139,761

​

​

555,649

​

​

551,430

Average tonnes milled per day

​

​

1,556

​

​

1,553

​

​

1,556

​

​

1,549

​

​

​

​

​

​

​

​

​

​

​

​

​

Silver

​

​

​

​

​

​

​

​

​

​

​

​

Grade (g/t)

​

​

65

​

​

67

​

​

65

​

​

80

Recovery (%)

​

​

85

​

​

83

​

​

83

​

​

83

Production (oz)

​

​

248,882

​

​

249,238

​

​

966,108

​

​

1,176,543

Metal sold (oz)

​

​

249,255

​

​

247,441

​

​

985,494

​

​

1,179,260

Realized price ($/oz)

​

​

55.99

​

​

31.27

​

​

40.22

​

​

27.88

​

​

​

​

​

​

​

​

​

​

​

​

​

Lead

​

​

​

​

​

​

​

​

​

​

​

​

Grade (%)

​

​

2.95

​

​

3.36

​

​

3.10

​

​

3.57

Recovery (%)

​

​

93

​

​

92

​

​

91

​

​

91

Production (000's lbs)

​

​

8,444

​

​

9,500

​

​

34,696

​

​

39,555

Metal sold (000's lbs)

​

​

8,465

​

​

9,198

​

​

35,475

​

​

39,378

Realized price ($/lb)

​

​

0.89

​

​

0.91

​

​

0.89

​

​

0.94

​

​

​

​

​

​

​

​

​

​

​

​

​

Zinc

​

​

​

​

​

​

​

​

​

​

​

​

Grade (%)

​

​

4.32

​

​

4.94

​

​

4.55

​

​

4.71

Recovery (%)

​

​

91

​

​

91

​

​

91

​

​

91

Production (000's lbs)

​

​

12,150

​

​

13,874

​

​

50,761

​

​

51,906

Metal sold (000's lbs)

​

​

12,083

​

​

13,932

​

​

50,451

​

​

52,518

Realized price ($/lb)

​

​

1.44

​

​

1.38

​

​

1.30

​

​

1.26

​

​

​

​

​

​

​

​

​

​

​

​

​

Unit costs

​

​

​

​

​

​

​

​

​

​

​

​

Cash cost ($/oz Ag Eq) (1,2)

​

​

23.74

​

​

16.53

​

​

17.38

​

​

14.12

All-in sustaining cash cost ($/oz Ag Eq) (1,2)

​

​

46.27

​

​

28.10

​

​

27.46

​

​

21.72

​

​

​

​

​

​

​

​

​

​

​

​

​

Capital expenditures ($000's) (3)

​

​

​

​

​

​

​

​

​

​

​

​

Sustaining

​

​

9,198

​

​

7,715

​

​

15,459

​

​

21,403

Sustaining leases

​

​

1,020

​

​

623

​

​

3,337

​

​

2,494

Growth capital

​

​

1,455

​

​

–

​

​

2,712

​

​

–

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

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

³ Capital expenditures are presented on a cash basis.

​

Quarterly Operating and Financial Highlights

​

In the fourth quarter of 2025, the Caylloma Mine produced 248,882 ounces of silver at an average head grade of 65 g/t, comparable to the same period of 2024.

​

Lead and zinc production for the quarter was 8.4 million pounds and 12.2 million pounds, respectively. Head grades averaged 2.95% Pb and 4.32% Zn, a 12% and 13% decrease, respectively, when compared to the same quarter in 2024. Production was lower due to lower head grades and was in line with the mine plan.

​

Full year silver production of 966,108 ounces was in line with guidance of 900,000 to 1,000,000 ounces. Lead and zinc production exceeded guidance of 29 to 32 million pounds of lead and 45 to 49 million pounds of zinc.

Fortuna | 11

​

​

​

The cash cost per silver equivalent ounce sold in the fourth quarter of 2025 was $23.74 and $17.38 for the full year of 2025, compared to $16.53 in the fourth quarter of 2024 and $14.12 for the full year of 2024. The higher cost per ounce for the quarter and for the full year was primarily the result of higher realized silver prices and the impact on the calculation of silver equivalent ounces sold and lower silver production.

​

The all-in sustaining cash cost per ounce of payable silver equivalent in the fourth quarter of 2025 increased 65% to $46.27 compared to $28.10 for the same period in 2024. The all-in sustaining cash cost per ounce of payable silver equivalent in 2025 increased 26% to $27.46 compared to $21.72 for the same period in 2024. The increase for the quarter and for the full year was the result of higher cash costs per ounce and lower silver equivalent ounces due to higher silver prices. For the full year, the increase in silver prices had a $6.40 per ounce impact on AISC.

​

AISC guidance for the year was $21.7 to $24.7 per ounce based on a silver price of $30/oz. AISC for the year exceeded guidance due to elevated silver prices lowering the silver equivalent production from base metals as production costs were in line with plan for the year.

​

​

Fortuna | 12

​

​

Conference Call and Webcast

​

A conference call to discuss the financial and operational results will be held on Thursday,

February 19, 2026, 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, David Whittle, Chief Operating Officer - West Africa, and Cesar Velasco, Chief Operating Officer - Latin America.

​

Shareholders, analysts, media and interested investors are invited to listen to the live conference call by logging onto the webcast at https://www.webcaster5.com/Webcast/Page/1696/53601 or over the phone by dialing in just prior to the starting time.

​

Conference call details:

​

Date: Thursday, February 19, 2026

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: 128834

​

Replay number (Toll Free): +1.877.481.4010

Replay number (International): +1.919.882.2331

Replay passcode: 53601

​

Playback of the earnings call will be available until Thursday, March 5, 2026. Playback of the webcast will be available until Friday, February 19, 2027. 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 three operating mines and a portfolio of exploration projects in Argentina, Côte d’Ivoire, Mexico, and Peru, as well as the Diamba Sud Gold Project in Senegal. Sustainability is at the core of our operations and stakeholder relationships. We produce gold and silver while creating long-term shared value through efficient production, environmental stewardship, and social responsibility. For more information, please visit our website at www.fortunamining.com

​

ON BEHALF OF THE BOARD

​

Jorge A. Ganoza

President, CEO, and Director

Fortuna Mining Corp.

Investor Relations:

Carlos Baca | info@fmcmail.com | fortunamining.com | X | LinkedIn | YouTube | Instagram | TikTok

​

Fortuna | 13

​

​

Fourth Quarter Unaudited and Annual Audited Income Statement and Cash Flow

Income Statement

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended December 31,

​

​

Years ended December 31,

​

​

​ ​ ​

​

2025 $

​ ​ ​

​

2024 (1) $

​ ​ ​

​

2025 $

​ ​ ​

​

2024 (1) $

Sales

​

​

​

270,241

​

​

195,217

​

​

947,059

​

​

677,243

Cost of sales

​

​

​

121,844

​

​

126,204

​

​

480,161

​

​

443,882

Mine operating income

​

​

​

148,397

​

​

69,013

​

​

466,898

​

​

233,361

​

​

​

​

​

​

​

​

​

​

​

​

​

​

General and administration

​

​

​

25,961

​

​

17,532

​

​

97,740

​

​

68,087

Foreign exchange loss

​

​

​

2,934

​

​

4,537

​

​

7,784

​

​

7,557

Reversal of impairment of mineral properties, plant and equipment

​

​

​

–

​

​

–

​

​

(52,745)

​

​

–

Write-off of mineral properties

​

​

​

3,041

​

​

–

​

​

5,038

​

​

–

Other expenses

​

​

​

2,333

​

​

1,207

​

​

690

​

​

1,570

​

​

​

​

34,269

​

​

23,276

​

​

58,507

​

​

77,214

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating income

​

​

​

114,128

​

​

45,737

​

​

408,391

​

​

156,147

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Investment gains

​

​

​

56

​

​

1,405

​

​

3,364

​

​

9,716

Interest and finance costs, net

​

​

​

(2,656)

​

​

(5,768)

​

​

(12,278)

​

​

(24,129)

Gain on derivatives

​

​

​

–

​

​

–

​

​

698

​

​

–

​

​

​

​

(2,600)

​

​

(4,363)

​

​

(8,216)

​

​

(14,413)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Income before income taxes

​

​

​

111,528

​

​

41,374

​

​

400,175

​

​

141,734

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Income taxes

​

​

​

​

​

​

​

​

​

​

​

​

​

Current income tax expense

​

​

​

43,989

​

​

23,995

​

​

125,095

​

​

76,957

Deferred income tax recovery

​

​

​

(6,449)

​

​

1,093

​

​

(13,697)

​

​

(25,541)

​

​

​

​

37,540

​

​

25,088

​

​

111,398

​

​

51,416

Net income from continuing operations

​

​

​

73,988

​

​

16,286

​

​

288,777

​

​

90,318

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income from discontinued operations, net of tax

​

​

​

–

​

​

(1,205)

​

​

22,287

​

​

51,588

Net income

​

​

​

73,988

​

​

15,081

​

​

311,064

​

​

141,906

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income from continuing operations attributable to:

​

​

​

​

​

​

​

​

​

​

​

​

​

Fortuna shareholders

​

​

​

68,062

​

​

14,719

​

​

269,714

​

​

84,493

Non-controlling interests

​

​

​

5,926

​

​

1,567

​

​

19,063

​

​

5,825

​

​

​

​

73,988

​

​

16,286

​

​

288,777

​

​

90,318

Net income attributable to:

​

​

​

​

​

​

​

​

​

​

​

​

​

Fortuna shareholders

​

​

​

68,062

​

​

11,344

​

​

287,469

​

​

128,735

Non-controlling interests

​

​

​

5,926

​

​

3,737

​

​

23,595

​

​

13,171

​

​

​

​

73,988

​

​

15,081

​

​

311,064

​

​

141,906

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings per share from continuing operations attributable to Fortuna shareholders

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

0.22

​

​

0.05

​

​

0.88

​

​

0.27

Diluted

​

​

​

0.21

​

​

0.05

​

​

0.85

​

​

0.27

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings per share attributable to Fortuna shareholders

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

0.22

​

​

0.04

​

​

0.94

​

​

0.42

Diluted

​

​

​

0.21

​

​

0.04

​

​

0.90

​

​

0.41

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average number of common shares outstanding (000's)

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

306,910

​

​

310,380

​

​

306,862

​

​

308,885

Diluted

​

​

​

335,079

​

​

312,435

​

​

334,896

​

​

310,747

​

Fortuna | 14

​

​

Statement of Cash Flow

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended December 31,

​

​

Years ended December 31,

​

​

​ ​ ​

​

2025 $

​ ​ ​

​

2024 $

​

​

2025 $

​ ​ ​

​

2024 $

​

​

​

​

​

​

​

​

​

​

​

​

​

​

OPERATING ACTIVITIES

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income from continuing operations

​

​

​

73,988

​

​

16,286

​

​

288,777

​

​

90,318

Items not involving cash:

​

​

​

​

​

​

​

​

​

​

​

​

​

Depletion and depreciation

​

​

​

44,850

​

​

47,175

​

​

191,019

​

​

175,516

Accretion expense

​

​

​

2,077

​

​

1,738

​

​

7,827

​

​

5,921

Income taxes

​

​

​

37,540

​

​

25,088

​

​

111,398

​

​

51,416

Interest expense, net

​

​

​

600

​

​

3,914

​

​

4,677

​

​

17,561

Share-based payments, net of cash settlements

​

​

​

6,782

​

​

1,468

​

​

23,757

​

​

8,012

Reversal of impairment of mineral properties, plant and equipment

​

​

​

–

​

​

–

​

​

(52,745)

​

​

–

Inventory net realizable value adjustments

​

​

​

–

​

​

4,693

​

​

(16,651)

​

​

4,693

Write-off of mineral properties

​

​

​

3,041

​

​

–

​

​

5,038

​

​

–

Unrealized foreign exchange gains

​

​

​

(978)

​

​

3,747

​

​

(5,857)

​

​

(1,157)

Investment gains

​

​

​

(54)

​

​

(1,406)

​

​

(3,364)

​

​

(9,716)

Other

​

​

​

386

​

​

228

​

​

(1,596)

​

​

488

Changes in working capital

​

​

​

14,772

​

​

3,874

​

​

(15)

​

​

(57,035)

Cash provided by operating activities

​

​

​

183,004

​

​

106,805

​

​

552,265

​

​

286,017

Income taxes paid

​

​

​

(20,849)

​

​

(4,893)

​

​

(101,269)

​

​

(38,953)

Interest paid

​

​

​

(4,150)

​

​

(4,027)

​

​

(9,504)

​

​

(15,052)

Interest received

​

​

​

4,315

​

​

1,329

​

​

13,874

​

​

3,684

Net cash provided by operating activities - continuing operations

​

​

​

162,320

​

​

99,214

​

​

455,366

​

​

235,696

Net cash provided by operating activities - discontinued operations

​

​

​

–

​

​

51,104

​

​

11,984

​

​

129,981

​

​

​

​

​

​

​

​

​

​

​

​

​

​

INVESTING ACTIVITIES

​

​

​

​

​

​

​

​

​

​

​

​

​

Investments in equity securities

​

​

​

–

​

​

–

​

​

(6,110)

​

​

–

Additions to mineral properties and property, plant and equipment

​

​

​

(44,488)

​

​

(51,533)

​

​

(178,004)

​

​

(161,080)

Purchases of investments

​

​

​

–

​

​

(10,284)

​

​

(18,804)

​

​

(35,857)

Proceeds from sale of marketable securities and investment maturities

​

​

​

54

​

​

11,690

​

​

22,839

​

​

45,573

Receipts (deposits) on long-term assets

​

​

​

(40)

​

​

379

​

​

3,497

​

​

(1,769)

Other investing activities

​

​

​

10,000

​

​

(265)

​

​

14,768

​

​

(472)

Cash used in investing activities - continuing operations

​

​

​

(34,474)

​

​

(50,013)

​

​

(161,814)

​

​

(153,605)

Cash provided by (used in) investing activities - discontinued operations

​

​

​

–

​

​

(10,278)

​

​

71,680

​

​

(40,835)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

FINANCING ACTIVITIES

​

​

​

​

​

​

​

​

​

​

​

​

​

Transaction costs on credit facility

​

​

​

–

​

​

(1,963)

​

​

(107)

​

​

(1,963)

Repayment of 2019 Convertible Debentures

​

​

​

–

​

​

–

​

​

–

​

​

(9,649)

Proceeds from credit facility

​

​

​

–

​

​

–

​

​

–

​

​

68,000

Repayment of credit facility

​

​

​

–

​

​

–

​

​

–

​

​

(233,000)

Convertible notes issued

​

​

​

–

​

​

–

​

​

–

​

​

172,500

Cost of financing - 2024 Convertible Notes

​

​

​

–

​

​

(10)

​

​

–

​

​

(6,488)

Repurchase of common shares

​

​

​

(6,102)

​

​

(30,593)

​

​

(10,267)

​

​

(34,128)

Payments of lease obligations

​

​

​

(6,677)

​

​

–

​

​

(24,374)

​

​

(15,773)

Dividend payment to non-controlling interests

​

​

​

–

​

​

(4,720)

​

​

(12,978)

​

​

–

Cash used in financing activities - continuing operations

​

​

​

(12,779)

​

​

(37,286)

​

​

(47,726)

​

​

(60,501)

Cash used in financing activities - discontinued operations

​

​

​

–

​

​

(1,171)

​

​

(12,879)

​

​

(5,634)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Effect of exchange rate changes on cash and cash equivalents

​

​

​

638

​

​

(793)

​

​

6,046

​

​

(1,922)

Increase in cash and cash equivalents during the year - continuing operations

​

​

​

115,705

​

​

11,122

​

​

251,872

​

​

19,668

Increase in cash and cash equivalents during the year - discontinued operations

​

​

​

–

​

​

39,655

​

​

70,785

​

​

83,512

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents, beginning of the period

​

​

​

438,280

​

​

180,551

​

​

231,328

​

​

128,148

Cash and cash equivalents, end of the year

​

​

​

553,985

​

​

231,328

​

​

553,985

​

​

231,328

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents consist of:

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash

​

​

​

405,559

​

​

184,840

​

​

405,559

​

​

184,840

Cash equivalents

​

​

​

148,426

​

​

46,488

​

​

148,426

​

​

46,488

Cash and cash equivalents, end of the year

​

​

​

553,985

​

​

231,328

​

​

553,985

​

​

231,328

​

​

Fortuna | 15

​

​

Qualified Person

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

​

Non-IFRS Financial Measures

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

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

To facilitate a better understanding of these measures and ratios as calculated by the Company, descriptions are provided below. In addition see “Non-IFRS Financial Measures” in the Company’s management’s discussion and analysis for the year ended December 31, 2025 (“2025 MDA”), which section is incorporated by reference in this news release, for additional information regarding each non-IFRS financial measure and non-IFRS ratio disclosed in this news release, including an explanation of their composition; an explanation of how such measures and ratios provide useful information to an investor. The 2025 MD&A may be accessed on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar under the Company’s profile.

​

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

​

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

Fortuna | 16

​

​

● The calculations of Adjusted Net Income and Adjusted Attributable Net Income were revised to no longer remove the income statement impact of right of use amortization and accretion and add back the right of use payments from the cash flow statement. Management elected to make this change to simplify the reconciliation from net income to adjusted net income to improve transparency and because the net impact was immaterial.

● Where applicable the impact of discontinued operations have been removed from the comparable figures. The method of calculation has not been changed except as described above.

​

Reconciliation of Debt to total net debt and net debt to adjusted EBITDA ratio for December 31, 2025

​

​

​

​

​

​

​

​

​

​

​

​

​

(in millions of US dollars, except Total net debt to adjusted EBITDA ratio)

​

​

​

​

​

​

​

​

​

December 31, 2025

2024 Convertible Notes

​

​

​

​

​

​

​

​

​

​

​

172.5

Less: cash and cash equivalents and short-term investments

​

​

​

​

​

​

​

​

​

​

​

(554.0)

Total net debt

​

​

​

​

​

​

​

​

​

​

​

(381.5)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Reconciliation of net income to attributable adjusted net income for the three months ended September 30, 2025, and for the three and twelve months ended December 31, 2025 and 2024

​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended					​	Years ended December 31,
Consolidated (in millions of US dollars)	​	Dec. 31, 2025	​	Dec. 31, 2024	​	Sep. 30, 2025	​	2025	​	2024
Net income attributable to shareholders	​	68.1	​	11.4	​	123.6	​	287.5	​	128.7
Adjustments, net of tax:	​	​	​	​	​	​	​	​	​	​
Discontinued operations	​	–	​	1.2	​	–	​	(22.3)	​	(51.6)
Write off of mineral properties	​	2.3	​	–	​	–	​	4.3	​	–
Reversal of impairment of mineral properties, plant and equipment	​	–	​	–	​	(52.7)	​	(52.7)	​	–
Inventory adjustment	​	0.5	​	4.7	​	(16.7)	​	(16.4)	​	4.9
Other non-cash/non-recurring items	​	0.4	​	2.1	​	(3.2)	​	2.7	​	(4.5)
Attributable adjusted net income	​	71.3	​	19.4	​	51.0	​	203.1	​	77.5
Figures may not add due to rounding	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

​

Reconciliation of net income to adjusted EBITDA for the three months ended September 30, 2025 and the three and twelve months ended December 31, 2025 and 2024

​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended					​	Years ended December 31,
Consolidated (in millions of US dollars)	​	Dec. 31, 2025	​	Dec. 31, 2024	​	Sep. 30, 2025	​	2025	​	2024
Net income	​	74.0	​	15.1	​	128.2	​	311.1	​	141.9
Adjustments:	​	​	​	​	​	​	​	​	​	​
Community support provision and accruals	​	–	​	(0.1)	​	–	​	–	​	(0.6)
Discontinued operations	​	–	​	1.2	​	–	​	(22.3)	​	(51.6)
Inventory adjustment	​	0.5	​	–	​	(16.7)	​	(16.4)	​	–
Net finance items	​	2.7	​	5.7	​	3.2	​	12.3	​	23.5
Depreciation, depletion, and amortization	​	38.0	​	47.2	​	47.1	​	185.6	​	175.5
Income taxes	​	37.5	​	25.1	​	24.8	​	111.4	​	51.4
Reversal of impairment of mineral properties, plant and equipment	​	–	​	–	​	(52.7)	​	(52.7)	​	–
Investment income	​	(0.1)	​	–	​	(0.3)	​	(2.0)	​	–
Other non-cash/non-recurring items	​	4.6	​	0.7	​	(2.8)	​	(13.0)	​	(9.0)
Adjusted EBITDA	​	157.2	​	94.9	​	130.8	​	514.0	​	331.1
Sales	​	270.2	​	195.2	​	251.4	​	947.1	​	677.2
EBITDA margin	​	58%	​	49%	​	52%	​	54%	​	49%

Fortuna | 17

​

​

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, 2025 and the three and twelve months ended December 31, 2025 and 2024

​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended					​	Years ended December 31,
Consolidated (in millions of US dollars)	​	Dec. 31, 2025	​	Dec. 31, 2024	​	Sep. 30, 2025	​	2025	​	2024
Net cash provided by operating activities	​	162.3	​	150.3	​	111.3	​	467.4	​	365.7
Additions to mineral properties, plant and equipment	​	(44.5)	​	(61.9)	​	(48.5)	​	(179.6)	​	(203.8)
Payments of lease obligations	​	(6.7)	​	(5.9)	​	(6.6)	​	(25.7)	​	(20.7)
Free cash flow	​	111.1	​	82.5	​	56.2	​	262.1	​	141.2
Growth capital	​	20.6	​	10.5	​	17.4	​	69.0	​	38.6
Discontinued operations	​	–	​	(39.5)	​	–	​	(7.7)	​	(82.4)
Closure and rehabilitation provisions	​	–	​	–	​	0.1	​	–	​	–
Gain on blue chip swap investments	​	–	​	1.4	​	–	​	1.3	​	9.7
Other adjustments	​	0.6	​	(3.8)	​	(0.3)	​	5.3	​	(4.5)
Free cash flow from ongoing operations	​	132.3	​	51.1	​	73.4	​	330.0	​	102.6

Figures may not add due to rounding

​

Reconciliation of cost of sales to cash cost per ounce of GEO sold for the three months ended September 30, 2025 and the three and twelve months ended December 31, 2025 and 2024

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

​

​	​	​	​	​	​	​	​	​
Cash cost per gold equivalent ounce sold - Q4 2025	​ ​ ​	​	​	​	​	​	​	​
(in thousands of US dollars, except ounces sold)	​	Lindero	​ ​ ​	Séguéla	​ ​ ​	Caylloma	​ ​ ​	GEO cash costs
Cost of sales	​	35,966	​	67,202	​	18,675	​	121,845
Depletion, depreciation, and amortization	​	(13,003)	​	(26,599)	​	(3,964)	​	(43,566)
Royalties and taxes	​	(82)	​	(14,339)	​	(330)	​	(14,751)
By-product credits	​	(1,097)	​	–	​	–	​	(1,097)
Other	​	(473)	​	–	​	(832)	​	(1,305)
Treatment and refining charges	​	–	​	–	​	1,744	​	1,744
Cash cost applicable per gold equivalent ounce sold	​	21,311	​	26,264	​	15,293	​	62,868
Ounces of gold equivalent sold	​	19,073	​	36,998	​	8,652	​	64,723
Cash cost per ounce of gold equivalent sold ($/oz)	​	1,117	​	710	​	1,768	​	971
​	​	​	​	​	​	​	​	​
Gold equivalent was calculated using the realized prices for gold of $4,167/oz Au, $56.0/oz Ag, $1,969/t Pb and $3,166/t Zn for Q4 2025.
Figures may not add due to rounding.
​	​	​	​	​	​	​	​	​

​

​

​

​

​ ​ ​ ​ ​ ​ ​ ​ ​

Fortuna | 18

​

​

Cash cost per gold equivalent ounce sold - Q4 2024	​ ​ ​	​	​	​	​	​	​	​
(in thousands of US dollars, except ounces sold)	​	Lindero	​ ​ ​	Séguéla	​ ​ ​	Caylloma	​ ​ ​	GEO cash costs
Cost of sales	​	47,380	​	58,956	​	19,866	​	126,202
Depletion, depreciation, and amortization	​	(13,314)	​	(28,828)	​	(4,295)	​	(46,437)
Royalties and taxes	​	(79)	​	(6,377)	​	(222)	​	(6,678)
By-product credits	​	(973)	​	–	​	–	​	(973)
Other	​	(4,704)	​	–	​	(1,624)	​	(6,328)
Treatment and refining charges	​	–	​	–	​	2,965	​	2,965
Cash cost applicable per gold equivalent ounce sold	​	28,310	​	23,751	​	16,690	​	68,751
Ounces of gold equivalent sold	​	26,629	​	36,384	​	11,882	​	74,896
Cash cost per ounce of gold equivalent sold ($/oz)	​	1,063	​	653	​	1,405	​	918
​	​	​	​	​	​	​	​	​
Gold equivalent was calculated using the realized prices for gold of $2,659/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.
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash cost per gold equivalent ounce sold - Year 2025

​

Continuing operations

​

Discontinued ops

​

Total

(in thousands of US dollars, except ounces sold)

​ ​ ​

Lindero

​ ​ ​

Séguéla

​ ​ ​

Caylloma

​ ​ ​

GEO cash costs

​ ​ ​

Yaramoko

​ ​ ​

GEO cash costs

Cost of sales

​

137,076

​

269,835

​

73,248

​

480,161

​

68,097

​

548,258

Depletion, depreciation, and amortization

​

(51,726)

​

(118,559)

​

(17,799)

​

(188,084)

​

(19,307)

​

(207,391)

Royalties and taxes

​

(352)

​

(47,778)

​

(1,152)

​

(49,282)

​

(8,830)

​

(58,112)

By-product credits

​

(3,853)

​

–

​

–

​

(3,853)

​

–

​

(3,853)

Other

​

16,384

​

–

​

(2,823)

​

13,561

​

–

​

13,561

Treatment and refining charges

​

–

​

–

​

2,238

​

2,238

​

–

​

2,238

Cash cost applicable per gold equivalent ounce sold

​

97,529

​

103,498

​

53,712

​

254,739

​

39,960

​

294,699

Ounces of gold equivalent sold

​

86,163

​

152,383

​

35,973

​

274,519

​

37,734

​

312,253

Cash cost per ounce of gold equivalent sold ($/oz)

​

1,132

​

679

​

1,493

​

928

​

1,059

​

944

​

​

​

​

​

​

​

​

​

​

​

​

​

Gold equivalent was calculated using the realized prices for gold of $3,452/oz Au, $40.2/oz Ag, $1,962/t Pb and $2,864/t Zn for Year 2025.

​

​

​

​

Figures may not add due to rounding.

​

​

​

​

​

​	​	​	​	​	​	​	​	​
Cash cost per gold equivalent ounce sold - Year 2024	​ ​ ​	​	​	​	​	​	​	​
(in thousands of US dollars, except ounces sold)	​	Lindero	​ ​ ​	Séguéla	​ ​ ​	Caylloma	​ ​ ​	GEO cash costs
Cost of sales	​	159,788	​	211,062	​	73,030	​	443,880
Depletion, depreciation, and amortization	​	(50,114)	​	(107,039)	​	(15,942)	​	(173,095)
Royalties and taxes	​	(537)	​	(23,622)	​	(1,172)	​	(25,331)
By-product credits	​	(3,232)	​	–	​	–	​	(3,232)
Other	​	(4,930)	​	–	​	(2,583)	​	(7,513)
Treatment and refining charges	​	–	​	–	​	8,732	​	8,732
Cash cost applicable per gold equivalent ounce sold	​	100,975	​	80,401	​	62,065	​	243,441
Ounces of gold equivalent sold	​	96,059	​	137,753	​	51,005	​	284,817
Cash cost per ounce of gold equivalent sold ($/oz)	​	1,051	​	584	​	1,217	​	855
​	​	​	​	​	​	​	​	​
Gold equivalent was calculated using the realized prices for gold of $2,404/oz Au, $27.9/oz Ag, $2,072/t Pb and $2,786/t Zn for Year 2024.
Figures may not add due to rounding.
​	​	​	​	​	​	​	​	​

Fortuna | 19

​

​

​

​

Reconciliation of cost of sales to all-in sustaining cash cost per GEO sold from continuing operations for the three months ended September 30, 2025 and the three and twelve months ended December 31, 2025 and 2024
​

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

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

AISC per gold equivalent ounce sold - Q4 2025

​ ​ ​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands of US dollars, except ounces sold)

​

Lindero

​ ​ ​

Séguéla

​ ​ ​

Caylloma

​

Corporate

​

GEO AISC

​

​

​

​

Cash cost applicable per gold equivalent ounce sold

​

21,311

​

26,264

​

15,293

​

–

​

62,868

​

​

​

​

Inventory net realizable value adjustment

​

–

​

–

​

–

​

–

​

–

​

​

​

​

Royalties and taxes

​

82

​

14,339

​

330

​

–

​

14,751

​

​

​

​

Worker's participation

​

–

​

–

​

965

​

–

​

965

​

​

​

​

General and administration

​

2,727

​

4,573

​

3,002

​

13,575

​

23,877

​

​

​

​

Total cash costs

​

24,120

​

45,176

​

19,590

​

13,575

​

102,461

​

​

​

​

Sustaining capital (1)

​

7,144

​

13,123

​

10,218

​

–

​

30,485

​

​

​

​

Blue chips gains (investing activities) (1)

​

–

​

–

​

–

​

–

​

–

​

​

​

​

All-in sustaining costs

​

31,264

​

58,299

​

29,808

​

13,575

​

132,946

​

​

​

​

Gold equivalent ounces sold

​

19,073

​

36,998

​

8,652

​

–

​

64,723

​

​

​

​

All-in sustaining costs per ounce

​

1,639

​

1,576

​

3,445

​

–

​

2,054

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gold equivalent was calculated using the realized prices for gold of $4,167/oz Au, $56.0/oz Ag, $1,969/t Pb and $3,166/t Zn for Q4 2025.

​

​

​

​

Figures may not add due to rounding.

​

​

​

​

(1) Presented on a cash basis.

​

​

​

​

​

​

​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Fortuna | 20

​

​

AISC per gold equivalent ounce sold - Q4 2024

​

Continuing operations

​

Discontinued ops

​

Total

(in thousands of US dollars, except ounces sold)

​ ​ ​

Lindero

​ ​ ​

Séguéla

​ ​ ​

Caylloma

​ ​ ​

Corporate

​ ​ ​

GEO AISC

​ ​ ​

Yaramoko

​ ​ ​

San Jose

​ ​ ​

GEO AISC

Cash cost applicable per gold equivalent ounce sold

​

28,309

​

23,751

​

16,690

​

–

​

68,750

​

23,968

​

24,476

​

117,194

Inventory net realizable value adjustment

​

–

​

–

​

–

​

–

​

–

​

(829)

​

1,366

​

537

Royalties and taxes

​

79

​

6,377

​

222

​

–

​

6,678

​

5,346

​

801

​

12,825

Worker's participation

​

–

​

–

​

1,733

​

–

​

1,733

​

–

​

–

​

1,733

General and administration

​

3,026

​

2,549

​

1,391

​

9,666

​

16,632

​

503

​

1,364

​

18,499

Total cash costs

​

31,414

​

32,677

​

20,036

​

9,666

​

93,793

​

28,988

​

28,007

​

150,788

Sustaining capital (1)

​

19,869

​

17,396

​

8,338

​

–

​

45,603

​

9,430

​

171

​

55,204

Blue chips gains (investing activities) (1)

​

(1,406)

​

–

​

–

​

–

​

(1,406)

​

–

​

–

​

(1,406)

All-in sustaining costs

​

49,877

​

50,073

​

28,374

​

9,666

​

137,990

​

38,418

​

28,178

​

204,586

Gold equivalent ounces sold

​

26,629

​

36,384

​

11,882

​

–

​

74,896

​

29,509

​

11,051

​

115,455

All-in sustaining costs per ounce

​

1,873

​

1,376

​

2,388

​

–

​

1,842

​

1,302

​

2,550

​

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.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

AISC per gold equivalent ounce sold - Year 2025

​

Continuing operations

​

Discontinued ops

​

Total

(in thousands of US dollars, except ounces sold)

​ ​ ​

Lindero

​ ​ ​

Séguéla

​ ​ ​

Caylloma

​ ​ ​

Corporate

​ ​ ​

GEO AISC

​ ​ ​

Yaramoko

​ ​ ​

GEO AISC

Cash cost applicable per gold equivalent ounce sold

​

97,529

​

103,498

​

53,712

​

–

​

254,739

​

39,960

​

294,699

Inventory net realizable value adjustment

​

–

​

–

​

–

​

–

​

–

​

–

​

–

Royalties and taxes

​

352

​

47,778

​

1,152

​

–

​

49,282

​

8,830

​

58,112

Worker's participation

​

–

​

–

​

3,241

​

–

​

3,241

​

–

​

3,241

General and administration

​

10,663

​

12,828

​

7,959

​

60,287

​

91,737

​

1,602

​

93,339

Total cash costs

​

108,544

​

164,104

​

66,064

​

60,287

​

398,999

​

50,392

​

449,391

Sustaining capital (1)

​

40,667

​

73,549

​

18,796

​

–

​

133,012

​

2,813

​

135,825

Blue chips gains (investing activities) (1)

​

(1,319)

​

–

​

–

​

–

​

(1,319)

​

–

​

(1,319)

All-in sustaining costs

​

147,892

​

237,653

​

84,860

​

60,287

​

530,692

​

53,205

​

583,897

Gold equivalent ounces sold

​

86,163

​

152,383

​

35,973

​

–

​

274,519

​

37,734

​

312,253

All-in sustaining costs per ounce

​

1,716

​

1,560

​

2,359

​

–

​

1,933

​

1,410

​

1,870

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gold equivalent was calculated using the realized prices for gold of $3,452/oz Au, $40.2/oz Ag, $1,962/t Pb and $2,864/t Zn for Year 2025.

​

​

​

​

Figures may not add due to rounding.

​

​

​

​

(1) Presented on a cash basis.

​

​

​

​

​

​

​

​

​

​

​

Fortuna | 21

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

AISC per gold equivalent ounce sold - Year 2024

​

Continuing operations

​

Discontinued ops

​

Total

(in thousands of US dollars, except ounces sold)

​ ​ ​

Lindero

​ ​ ​

Séguéla

​ ​ ​

Caylloma

​ ​ ​

Corporate

​ ​ ​

GEO AISC

​ ​ ​

Yaramoko

​ ​ ​

San Jose

​ ​ ​

GEO AISC

Cash cost applicable per gold equivalent ounce sold

​

100,975

​

80,401

​

62,065

​

–

​

243,441

​

99,858

​

97,235

​

440,534

Inventory net realizable value adjustment

​

–

​

–

​

–

​

–

​

–

​

948

​

1,366

​

2,314

Royalties and taxes

​

537

​

23,622

​

1,172

​

–

​

25,331

​

21,128

​

3,011

​

49,470

Worker's participation

​

–

​

–

​

3,094

​

–

​

3,094

​

–

​

–

​

3,094

General and administration

​

12,121

​

9,266

​

5,263

​

38,928

​

65,578

​

1,785

​

6,213

​

73,576

Total cash costs

​

113,633

​

113,289

​

71,594

​

38,928

​

337,444

​

123,719

​

107,825

​

568,988

Sustaining capital (1)

​

68,276

​

45,565

​

23,897

​

–

​

137,738

​

34,154

​

846

​

172,738

Blue chips gains (investing activities) (1)

​

(9,716)

​

–

​

–

​

–

​

(9,716)

​

–

​

–

​

(9,716)

All-in sustaining costs

​

172,193

​

158,854

​

95,491

​

38,928

​

465,466

​

157,873

​

108,671

​

732,010

Gold equivalent ounces sold

​

96,059

​

137,753

​

51,005

​

–

​

284,817

​

116,130

​

45,136

​

446,083

All-in sustaining costs per ounce

​

1,793

​

1,153

​

1,872

​

–

​

1,634

​

1,359

​

2,408

​

1,641

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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.

​

​

​

​

​

​

​

​

​

Reconciliation of cost of sales to cash cost per payable ounce of silver equivalent sold for the three months ended September 30, 2025 and for the three and twelve months ended December 31, 2025 and 2024

​	​	​
Cash Cost Per Silver Equivalent Ounce Sold - Q3 2025	​ ​ ​	Caylloma
Cost of sales	​	19,317
Depletion, depreciation, and amortization	​	(5,199)
Royalties and taxes	​	(287)
Other	​	(668)
Treatment and refining charges	​	416
Cash cost applicable per silver equivalent sold	​	13,579
Ounces of silver equivalent sold1,2	​	757,797
Cash cost per ounce of silver equivalent sold ($/oz)	​	17.92
1 Silver equivalent sold is calculated using a silver to gold ratio of 85.1:1, silver to lead ratio of 1:44.2 pounds, and silver to zinc ratio of 1:30.8 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
Figures may not add due to rounding
​
​	​	​

Fortuna | 22

​

​

​

​	​	​
Cash cost per silver equivalent ounce sold - Q4 2025	​ ​ ​	​
(in thousands of US dollars, except ounces sold)	​	Caylloma
Cost of sales	​	18,675
Depletion, depreciation, and amortization	​	(3,964)
Royalties and taxes	​	(330)
Other	​	(832)
Treatment and refining charges	​	1,744
Cash cost applicable per silver equivalent sold	​	15,293
Ounces of silver equivalent sold (1,2)	​	644,249
Cash cost per ounce of silver equivalent sold ($/oz)	​	23.74
​	​	​
(1) Silver equivalent sold is calculated using a silver to gold ratio of 75.9:1, silver to lead ratio of 1:62.7 pounds, and silver to zinc ratio of 1:39.0 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 may not add due to rounding.
​
​	​	​

​

​	​	​
Cash cost per silver equivalent ounce sold - Q4 2024	​ ​ ​	​
(in thousands of US dollars, except ounces sold)	​	Caylloma
Cost of sales	​	19,866
Depletion, depreciation, and amortization	​	(4,295)
Royalties and taxes	​	(222)
Other	​	(1,624)
Treatment and refining charges	​	2,965
Cash cost applicable per silver equivalent sold	​	16,690
Ounces of silver equivalent sold (1,2)	​	1,009,804
Cash cost per ounce of silver equivalent sold ($/oz)	​	16.53
​	​	​
(1) Silver equivalent sold 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 have been restated to remove Right of Use.
Figures may not add due to rounding.
​	​	​

​

​

​	​	​
Cash cost per silver equivalent ounce sold - Year 2025	​	​
(in thousands of US dollars, except ounces sold)	​	Caylloma
Cost of sales	​	73,248
Depletion, depreciation, and amortization	​	(17,799)
Royalties and taxes	​	(1,152)
Other	​	(2,823)
Treatment and refining charges	​	2,238
Cash cost applicable per silver equivalent sold	​	53,712
Ounces of silver equivalent sold (1,2)	​	3,090,518
Cash cost per ounce of silver equivalent sold ($/oz)	​	17.38
​	​	​
(1) Silver equivalent sold is calculated using a silver to gold ratio of 98.3:1, silver to lead ratio of 1:45.2 pounds, and silver to zinc ratio of 1:31.0 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 may not add due to rounding.
​
​	​	​

​

​

​

​

​

​

​ ​ ​

Fortuna | 23

​

​

Cash cost per silver equivalent ounce sold - Year 2024	​	​
(in thousands of US dollars, except ounces sold)	​	Caylloma
Cost of sales	​	73,030
Depletion, depreciation, and amortization	​	(15,942)
Royalties and taxes	​	(1,172)
Other	​	(2,583)
Treatment and refining charges	​	8,732
Cash cost applicable per silver equivalent sold	​	62,065
Ounces of silver equivalent sold (1,2)	​	4,396,445
Cash cost per ounce of silver equivalent sold ($/oz)	​	14.12
​	​	​
(1) Silver equivalent sold 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 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 months ended September 30, 2025 and for the three and twelve months ended December 31, 2025 and 2024

​	​	​
AISC Per Silver Equivalent Ounce Sold - Q3 2025	​ ​ ​	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	13,579
Royalties and taxes	​	287
Worker's participation	​	777
General and administration	​	830
Total cash costs	​	15,473
Sustaining capital3	​	3,604
All-in sustaining costs	​	19,077
Silver equivalent ounces sold1,2	​	757,797
All-in sustaining costs per ounce	​	25.17
1 Silver equivalent sold is calculated using a silver to gold ratio of 85.1:1, silver to lead ratio of 1:44.2 pounds, and silver to zinc ratio of 1:30.8 pounds.
2 Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
3 Presented on a cash basis
​	​	​

​

​	​	​
AISC per silver equivalent ounce sold - Q4 2025	​ ​ ​	​
(in thousands of US dollars, except ounces sold)	​	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	15,293
Royalties and taxes	​	330
Worker's participation	​	965
General and administration	​	3,002
Total cash costs	​	19,590
Sustaining capital (3)	​	10,218
All-in sustaining costs	​	29,808
Silver equivalent ounces sold (1,2)	​	644,249
All-in sustaining costs per ounce	​	46.27
​	​	​
(1) Silver equivalent sold is calculated using a silver to gold ratio of 75.9:1, silver to lead ratio of 1:62.7 pounds, and silver to zinc ratio of 1:39.0 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.
​	​	​

​

​

​

​

Fortuna | 24

​

​

​	​	​
AISC per silver equivalent ounce sold - Q4 2024	​ ​ ​	​
(in thousands of US dollars, except ounces sold)	​	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	16,690
Royalties and taxes	​	222
Worker's participation	​	1,733
General and administration	​	1,391
Total cash costs	​	20,036
Sustaining capital (3)	​	8,338
All-in sustaining costs	​	28,374
Silver equivalent ounces sold (1,2)	​	1,009,804
All-in sustaining costs per ounce	​	28.10
​	​	​
(1) Silver equivalent sold 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 - Year 2025	​	​
(in thousands of US dollars, except ounces sold)	​	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	53,712
Royalties and taxes	​	1,152
Worker's participation	​	3,241
General and administration	​	7,959
Total cash costs	​	66,064
Sustaining capital (3)	​	18,796
All-in sustaining costs	​	84,860
Silver equivalent ounces sold (1,2)	​	3,090,518
All-in sustaining costs per ounce	​	27.46
​	​	​
(1) Silver equivalent sold is calculated using a silver to gold ratio of 98.3:1, silver to lead ratio of 1:45.2 pounds, and silver to zinc ratio of 1:31.0 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.
​	​	​

​

​

​	​	​
AISC per silver equivalent ounce sold - Year 2024	​ ​ ​	​
(in thousands of US dollars, except ounces sold)	​	Caylloma
Cash cost applicable per silver equivalent ounce sold	​	62,065
Royalties and taxes	​	1,172
Worker's participation	​	3,094
General and administration	​	5,263
Total cash costs	​	71,594
Sustaining capital (3)	​	23,897
All-in sustaining costs	​	95,491
Silver equivalent ounces sold (1,2)	​	4,396,445
All-in sustaining costs per ounce	​	21.72
​	​	​
(1) Silver equivalent sold 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.
​	​	​

​

Additional information regarding the Company’s financial results and ongoing activities is available in the audited consolidated financial statements for years ended December 31, 2025 and 2024 and accompanying 2025 MD&A. These documents can be accessed on Fortuna’s website at www.fortunamining.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgarwww.sec.gov/edgar.

Fortuna | 25

​

​

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; expansion of mineral reserves at Séguéla extending the life of mine to over nine years; the Company’s expectations regarding the feasibility study to expand plant throughput at Séguéla; the next phase of growth at the Diamba Sud project including the amount to be allocated for the early works program, to order critical equipment and for further exploration activities; the making and timing of a construction decision at the Diamba Sud project;   the Company’s expectation that the replacement of the foundations for the primary crusher at the Lindero Mine will be completed on budget within a 30 day period starting in March 2026;  the Company's business strategy, plans and outlook; the merit of the Company's mines and mineral properties; mineral resource and reserve estimates, metal recovery rates, concentrate grade and quality; changes in tax rates and tax laws, requirements for permits, anticipated approvals and other matters. Often, but not always, these Forward-looking Statements can be identified by the use of words such as "estimated", “expected”, “anticipated”, "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "planned", "reflecting", "will", "containing", "remaining", "to be", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.

.

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

​

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

​

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

Fortuna | 26

​

​

activities will be conducted in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company, its properties or changes to production estimates (which assume accuracy of projected ore grade, mining rates, recovery timing, and recovery rate estimates and may be impacted by unscheduled maintenance, labor and contractor availability and other operating or technical difficulties); geo-political uncertainties that may affect the Company’s production, workforce, business, operations and financial condition; the expected trends in mineral prices and currency exchange rates; that the Company will be successful in mitigating the impact of inflation on its business and operations; that all required approvals and permits will be obtained for the Company’s business and operations on acceptable terms;  that there will be no significant disruptions affecting the Company's operations, the ability to meet current and future obligations and such other assumptions as set out herein. Forward-looking Statements are made as of the date hereof and the Company disclaims any obligation to update any Forward-looking Statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that these Forward-looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on Forward-looking Statements.

Cautionary Note to United States Investors Concerning Estimates of Reserves and Resources 

Reserve and resource estimates included in this news release have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards on Mineral Resources and Mineral Reserves. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for public disclosure by a Canadian company of scientific and technical information concerning mineral projects. Unless otherwise indicated, all mineral reserve and mineral resource estimates contained in the technical disclosure have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards on Mineral Resources and Reserves. Canadian standards, including NI 43-101, differ significantly from the requirements of the Securities and Exchange Commission, and mineral reserve and resource information included in this news release may not be comparable to similar information disclosed by U.S. companies.

​

​

Fortuna | 27

​

​

PEA Key Highlights

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

​

​

Metrics		Units	Results
Gold price		$/oz	2,750
Life of mine		year	8.1
Total mineralized material mined1		Mt	17.75
Contained gold in mineralized material mined1		koz	932
Strip ratio		Waste:mineralized material	5.5:1
Throughput initial 3 years (primarily oxide)		Mtpa	2.5
Throughput after 3 years (primarily fresh)		Mtpa	2.0
Head grade		g/t Au	1.63
Recoveries		%	90%
Gold production		​	​
Total Production over LOM		koz	840
Average annual production, LOM		koz	106
Average annual production, first 3 years		koz	147
Per unit costs over LOM		​	​
Total mining costs		$/t, mined	$4.82
Processing	$/t, processed		$13.91
G&A	$/t, processed		$6.70
Cash costs1		​	​
Average operating cash costs2, LOM		$/oz	$1,081
Average operating cash costs2, first 3 years		$/oz	$759
AISC1		​	​
Average AISC2, LOM		$/oz	$1,238
Average AISC2, first 3 years		$/oz	$904
Capital costs		​	​
Initial capital expenditure		$ M	$283
Sustaining capital, operations + Infrastructure (includes closure costs)		$ M	$48
NPV5%, pre-tax (100% project basis)		$M	$772
Pre-tax IRR		%	86%
NPV5%, after-tax (100% project basis)		$M	$563
After-tax IRR		%	72%
Payback period		year	0.8
Annual EBITDA 2		​	​
Average EBITDA2 over LOM		$ M	$167
Average EBITDA2 over first 3 years		$ M	$277

​

Notes:

1. The pit optimization shells used for the mining inventory were generated using a gold price of $2,300 per ounce.

2. This is a non-IFRS financial measure. The definition and purpose of this non-IFRS financial measure is included in the 2025 MD&A under the heading “Non-IFRS Measures. Non-IFRS financial measures have no standardized meaning under IFRS and therefore, may not be comparable to similar measures presented by other issuers.

3. Average operating cash costs and average AISC represent costs for projected production for the LOM at the time of gold sales.

4. The PEA is presented on a 100 percent project basis.  However, upon the granting of the exploitation permit, the Senegalese Government will be entitled to a 10 percent free-carried interest in the Project, with the right for the State to acquire an additional contributory interest of up to 25 percent.

5. The economic analysis was carried out using a discounted cash flow approach on a pre-tax and after-tax basis, based on the gold price of $2,750/oz.

6. The IRR on total investment that is presented in the economic analysis was calculated assuming a 100% ownership in Diamba Sud.

7. The NPV was calculated from the after-tax cash flow generated by the Project, based on a discounted rate of 5% and an effective date of October 10, 2025.

8. The PEA assumes that the percentage of certain royalties and taxes payable to the State, the percentage of the investment tax credit available to the company and the percentage payable to the social development fund will be in accordance with the provisions of the Mining Convention between Boya S.A. and the State of Senegal dated April 8, 2015. There can be no assurance that such provisions will not be renegotiated by the State as part of the exploitation permit approval process.

9. The PEA is preliminary in nature, and it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and, as such, there is no certainty that the PEA results will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

​

Fortuna | 28

​

​

Further information regarding the PEA referenced in this news release, including details on data verification, key assumptions, parameters, opportunities, risks, and other factors, is  contained in the  technical report entitled “Diamba Sud Gold Project, Kédougou Region, Senegal” with an effective date of October 15, 2025, filed on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov/edgar under the Company’s profile on November 26, 2025.

Fortuna | 29

​

​

FAQ

How did Fortuna Mining Corp. (FSM) perform financially in 2025?

Fortuna Mining reported strong 2025 results, with sales of $947,059 thousand and net income of $311,064 thousand. This compares to sales of $677,243 thousand and net income of $141,906 thousand in 2024, indicating substantially improved profitability year over year.

What were Fortuna Mining Corp. (FSM) 2025 earnings per share?

In 2025, basic earnings per share attributable to Fortuna shareholders were $0.94, up from $0.42 in 2024, while diluted EPS increased to $0.90 from $0.41. Earnings per share from continuing operations were $0.88 basic and $0.85 diluted.

How strong was Fortuna Mining Corp.’s (FSM) cash flow and cash position in 2025?

Fortuna generated substantial operating cash, with cash provided by operating activities from continuing operations of $455,366 thousand in 2025. Cash and cash equivalents at year-end rose to $553,985 thousand, up from $231,328 thousand at December 31, 2024, significantly strengthening liquidity.

What impact did discontinued operations have on Fortuna Mining Corp. (FSM) in 2025?

Discontinued operations, including the San Jose and Yaramoko mines, contributed $22,287 thousand of net income in 2025, compared with $51,588 thousand in 2024. These disposed assets are presented separately from continuing operations in the income and cash flow statements.

What impairment-related changes did Fortuna Mining Corp. (FSM) record in 2025?

Fortuna recognized a $52,745 thousand reversal of impairment on mineral properties, plant and equipment at the Lindero cash-generating unit in 2025. This followed higher long-term metal price estimates and updated life-of-mine assumptions supporting a recoverable amount above carrying value.

What were Fortuna Mining Corp. (FSM) key balance sheet figures at December 31, 2025?

At December 31, 2025, Fortuna reported $2,360,641 thousand in total assets, total liabilities of $625,323 thousand, and total equity of $1,735,318 thousand. Debt consisted of $134,410 thousand in 2024 Convertible Notes, with the revolving credit facility undrawn.

Did Fortuna Mining Corp. (FSM) receive a clean audit opinion for 2025?

Yes. KPMG LLP issued an unqualified opinion on Fortuna’s 2025 consolidated financial statements under IFRS and also concluded that internal control over financial reporting was effective as of December 31, 2025, based on the COSO 2013 framework.

Filing Exhibits & Attachments

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Press Releases

• EX-99.1 EX-99.1 3.1 MB
• EX-99.2 EX-99.2 2.2 MB
• EX-99.3 EX-99.3 1.6 MB