FVI.TO · 2025-04-30 12:00:00

Fortuna renews share repurchase program

Corporate Actions

NEWS RELEASE

Vancouver, April 30, 2025: Fortuna Mining Corp. (NYSE: FSM | TSX: FVI) announced today that

the Toronto Stock Exchange has approved the renewal of Fortuna’s normal course issuer bid (the

“NCIB”) to purchase up to five percent of its outstanding common shares.

Under the NCIB, purchases of common shares may be made through the Toronto Stock Exchange,

the New York Stock Exchange and/or alternative Canadian trading systems. The share repurchase

program starts on May 2, 2025, and will expire on the earlier of:

• May 1, 2026; one calendar year after the renewal of the share repurchase program;

• the date Fortuna acquires the maximum number of common shares allowable under the NCIB; or

• the date Fortuna otherwise determines not to make any further repurchases under the NCIB.

Fortuna believes that from time to time, its common shares trade at market prices that may not

adequately reflect their underlying value. As a result, depending upon future price movements and

other factors, the Board of Directors of Fortuna believes that the repurchase of common shares for

cancellation would be an appropriate use of corporate funds. Pursuant to the NCIB, Fortuna is

permitted to repurchase up to 15,347,999 common shares, being five percent of its outstanding

306,959,986 common shares as of April 28, 2025. Common shares purchased under the NCIB will be

canceled.

The actual number of common shares that may be purchased, and the timing of any such purchases,

will be determined by Fortuna based on a number of factors, including Fortuna’s financial performance

and flexibility in the context of its financial guardrails , the availability of discretionary cash flow, and

capital funding requirements.

The NCIB will be effected in accordance with the Toronto Stock Exchange’s normal course issuer bid

rules and/or Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, which contain

restrictions on the number of common shares that may be purchased on a single day, subject to certain

exceptions for block purchases, based on the average daily trading volumes of Fortuna’s common

shares on the applicable exchange. Subject to exceptions for block purchases, Fortuna will limit daily

purchases of common shares on the Toronto Stock Exchange in connection with the NCIB to no more

than 25 percent, representing 205,903 common shares of the six-month average daily trading volume

of the common shares on the Toronto Stock Exchange, representing 823,613 common shares, during

any trading day.

Purchases under the NCIB will be made through open market purchases at market price, as well as

by other means as may be permitted under applicable securities laws.

In connection with the NCIB, Fortuna has entered into a share repurchase plan with a broker, which

will enable the broker to purchase common shares on behalf of Fortuna through the open market in

accordance with instructions from management, provided that Fortuna is not in possession of any

material non-public information or subject to any black-out periods at such time.

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Fortuna’s prior NCIB for the purchase of up to 15,287,201 common shares expires on May 1, 2025.

As of April 28, 2025, Fortuna repurchased an aggregate of 7,319,540 common shares on the open

market through the facilities of the NYSE at a weighted -average pr ice of US$4.7203 per common

share, excluding brokerage fees. The repurchased common shares were subsequently canceled.

A copy of Fortuna’s notice filed with the Toronto Stock Exchange may be obtained by any shareholder

without charge, by contacting Fortuna’s Investor Relations department at [email protected].

About Fortuna Mining Corp.

Fortuna Mining Corp. is a Canadian precious metals mining company with four operating mines and

exploration activities in Argentina, Burkina Faso, Côte d'Ivoire, Mexico, and Peru, as well as the

Diamba Sud Gold Project located in Senegal. Sustainability is integral to all our operations and

relationships. We produce gold and silver and generate shared value over the long - term for our

stakeholders through efficient production, environmental protection, and social responsibility. For more

information, please visit our website.

ON BEHALF OF THE BOARD

Jorge A. Ganoza

President, CEO, and Director

Fortuna Mining Corp.

Investor Relations:

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Forward-looking Statements

This news release contains forward-looking statements which constitute “forward-looking information”

within the meaning of applicable Canadian securities legislation and “forward -looking statements”

within the meaning of the “safe harbor” provisions of the Priv ate 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 relating to Fortuna’s intentio n to renew the NCIB and

the timing, methods and quantity of any purchases of common shares under the NCIB. These Forward-

looking Statements are based on certain assumptions that Fortuna has made in respect thereof as at

the date of this news release, inclu ding: prevailing commodity prices, margins and exchange rates,

that Fortuna’s businesses will continue to achieve sustainable financial results and that future results

of operations will be consistent with past performance and management expectations in re lation

thereto, the availability of cash for repurchases of common shares under the NCIB, and compliance

with applicable laws and regulations pertaining to an NCIB. Often, but not always, these Forward -

looking Statements can be identified by the use of wor ds such as “estimated”, “potential”, “open”,

“future”, “assumed”, “projected”, “used”, “detailed”, “has been”, “gain”, “planned”, “reflecting”, “will”,

“anticipated”, “estimated” “containing”, “remaining”, “to be”, or statements that events, “could” or

“should” occur or be achieved and similar expressions, including negative variations.

Forward-looking Statements involve known and unknown risks, uncertainties and other factors which

may cause the actual results, performance or achievements of Fortuna to be materially different from

any results, performance or achievements expressed or imp lied 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 capit al and operating costs, production schedules and economic returns; risks relating to

Fortuna’s ability to replace its Mineral Reserves; risks associated with mineral exploration and project

development; uncertainty relating to the repatriation of funds as a result of currency controls;

environmental matters including maintaining, obtaining or renewing environmental permits and

potential liability claims; inability to meet sustainability, environmental, diversity or safety targets, goals,

and strategies (including greenhouse gas emissions reduction targets); risks associated with political

instability and changes to the regulations governing Fortuna’s business operations; changes in

national and local government legislation, taxation, controls, regulations an d political or economic

developments in countries in which Fortuna 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 Fortuna’s mining

concessions in certain circumstances; risks related to International Labor Organization (“ILO”)

Convention 169 compliance; developing and maintaining good relationships with loc al 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 Fortuna’s exploration, development and

operational activities; risks related to Fortuna’s ability to obtain adequate financing for planned

exploration and development activities; substantial reliance on the Séguéla Mine, the Yaramoko Mine,

and the Lindero Mine for revenues; property title matters; risks relating to the integration of businesses

and assets acquired by Fortuna; impairments; reliance on key personnel; uncertainty relating to

potential conflicts of interest involving Fortuna’s directors and officers; risks associated with Fortuna’s

reliance on local counsel and advisors a nd the experience of its management and board of directors

in foreign jurisdictions; adequacy of insurance coverage; operational safety and security risks; risks

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related to Fortuna’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 condi tions; risks relating to pandemics, epidemics and

public health crises; and the impact they might have on Fortuna’s business, operations and financial

condition; Fortuna’s ability to access its supply chain; the ability of Fortuna to transport its products ;

and impacts on Fortuna’s employees and local communities all of which may affect Fortuna’s ability

operate; competition; fluctuations in metal prices; regulations and restrictions with respect to imports;

high rates of inflation; risks associated with en tering 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 ma y

reduce Fortuna’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 Fortuna 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 wi th 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 Fortuna’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

Fortuna’s common shares; uncertainty relating to Fortuna’s ability to pay dividends in the future; risks

relating to the market for Fortuna’s securities; risks relating to the convertible notes of Fortuna; and

uncertainty relating to the enforcement of any U.S. judgments which may be brought against Fortuna;

as well as those factors referred to 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

Fortuna’s Form 40-F and available at www.sec.gov/edgar.shtml. Although Fortuna 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 and factors management

considers reasonable, including but not limited to: all required third party contractual, regulatory and

governmental approvals will be obtained and maintained for the exploration, development,

construction and production of its properties; there being no significant disruptions affecting operations,

whether relating to labor, supply, power, blockades, damage to equipment or other matter; there being

no material and negative impact to the various contractors, suppliers and subcontractors at Fortuna’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, co nstruction, development, expansion,

and production continuing on a basis consistent with Fortuna’s current expectations; expectations

regarding Fortuna completing the sale of the San Jose Mine on a basis consistent with Fortuna’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 exp ectations; 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 Fortuna; expectations

that the 2024 Mining Code will not have a material change to Fortuna’s business in Burkina Faso; and

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the accuracy of Fortuna’s current Mineral Resource and Mineral Reserve estimates. Forward -looking

Statements are made as of the date hereof and Fortuna disclaims any obligation to update any

Forward-looking Statements, whether as a result of new informatio n, 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 state ments. Accordingly, investors should not place undue reliance on

Forward-looking Statements.

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