
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended
September 30, 2026 and 2025
(UNAUDITED)
Fortuna Mining Corp.
Condensed Interim Consolidated Statements of Income
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
| | | | Three months ended September 30, | | | Nine months ended September 30, | ||||||
| Note | | | 2026 | | | 2025 | | | 2026 | | | 2025 |
Sales | 18 | | | 293,435 | | | 251,362 | | | 954,319 | | | 676,818 |
Cost of sales | 19 | | | (156,863) | | | (118,232) | | | (422,447) | | | (358,317) |
Mine operating income | | | | 136,572 | | | 133,130 | | | 531,872 | | | 318,501 |
| | | | | | | | | | | | | |
General and administration | 20 | | | (28,156) | | | (26,303) | | | (74,622) | | | (71,779) |
Foreign exchange loss | | | | (2,541) | | | (7,368) | | | (10,895) | | | (4,850) |
Reversal of impairment of mineral properties, plant and equipment | 8 | | | – | | | 52,745 | | | – | | | 52,745 |
Write-off of mineral properties | 8 | | | (3,859) | | | – | | | (3,859) | | | (1,997) |
Other income (expense) | | | | 250 | | | 2,392 | | | (3,213) | | | 1,643 |
| | | | (34,306) | | | 21,466 | | | (92,589) | | | (24,238) |
| | | | | | | | | | | | | |
Operating income | | | | 102,266 | | | 154,596 | | | 439,283 | | | 294,263 |
| | | | | | | | | | | | | |
Investment gain | | | | 193 | | | 310 | | | 565 | | | 3,308 |
Interest and finance costs, net | 21 | | | (4,002) | | | (3,155) | | | (8,041) | | | (9,622) |
(Loss) gain on derivatives | | | | (164) | | | 1,267 | | | (421) | | | 698 |
| | | | (3,973) | | | (1,578) | | | (7,897) | | | (5,616) |
| | | | | | | | | | | | | |
Income before income taxes | | | | 98,293 | | | 153,018 | | | 431,386 | | | 288,647 |
| | | | | | | | | | | | | |
Income taxes | | | | | | | | | | | | | |
Current income tax expense | | | | (46,082) | | | (33,563) | | | (150,358) | | | (81,106) |
Deferred income tax recovery (expense) | | | | 84 | | | 8,745 | | | (25,040) | | | 7,248 |
| | | | (45,998) | | | (24,818) | | | (175,398) | | | (73,858) |
Net income from continuing operations | | | | 52,295 | | | 128,200 | | | 255,988 | | | 214,789 |
| | | | | | | | | | | | | |
Net income from discontinued operations, net of tax | 22 | | | – | | | – | | | – | | | 22,287 |
Net income | | | | 52,295 | | | 128,200 | | | 255,988 | | | 237,076 |
| | | | | | | | | | | | | |
Net income from continuing operations attributable to: | | | | | | | | | | | | | |
Fortuna shareholders | | | | 47,826 | | | 123,589 | | | 234,338 | | | 201,652 |
Non-controlling interests | 26 | | | 4,469 | | | 4,611 | | | 21,650 | | | 13,137 |
| | | | 52,295 | | | 128,200 | | | 255,988 | | | 214,789 |
Net income attributable to: | | | | | | | | | | | | | |
Fortuna shareholders | | | | 47,826 | | | 123,589 | | | 234,338 | | | 219,407 |
Non-controlling interests | 26 | | | 4,469 | | | 4,611 | | | 21,650 | | | 17,669 |
| | | | 52,295 | | | 128,200 | | | 255,988 | | | 237,076 |
| | | | | | | | | | | | | |
Earnings per share from continuing operations attributable to Fortuna shareholders | 17 | | | | | | | | | | | | |
Basic | | | | 0.16 | | | 0.40 | | | 0.78 | | | 0.66 |
Diluted | | | | 0.16 | | | 0.38 | | | 0.75 | | | 0.65 |
| | | | | | | | | | | | | |
Earnings per share attributable to Fortuna shareholders | 17 | | | | | | | | | | | | |
Basic | | | | 0.16 | | | 0.40 | | | 0.78 | | | 0.72 |
Diluted | | | | 0.16 | | | 0.38 | | | 0.75 | | | 0.71 |
| | | | | | | | | | | | | |
Weighted average number of common shares outstanding ('000s) | | | | | | | | | | | | | |
Basic | | | | 295,957 | | | 306,960 | | | 300,735 | | | 306,846 |
Diluted | | | | 323,588 | | | 335,129 | | | 328,302 | | | 308,663 |
The accompanying notes are an integral part of these interim condensed financial statements
Page | 1
Fortuna Mining Corp.
Condensed Interim Consolidated Statements of Comprehensive Income
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
| | | | Three months ended September 30, | | | Nine months ended September 30, | ||||||
| Note | | | 2026 | | | 2025 | | | 2026 | | | 2025 |
Net income | | | | 52,295 | | | 128,200 | | | 255,988 | | | 237,076 |
| | | | | | | | | | | | | |
Items that will remain permanently in other comprehensive income: | | | | | | | | | | | | | |
Changes in fair value of investments in equity securities, net of $nil tax | | | | (719) | | | (785) | | | 240 | | | (330) |
Items that are or may subsequently be reclassified to net income or loss: | | | | | | | | | | | | | |
Currency translation adjustment, net of tax (1) | | | | – | | | 607 | | | – | | | 2,706 |
Reclassification of translation adjustments on disposal of subsidiaries, net of $nil tax | 22 | | | – | | | – | | | – | | | 1,701 |
Total other comprehensive (loss) income | | | | (719) | | | (178) | | | 240 | | | 4,077 |
Comprehensive income | | | | 51,576 | | | 128,022 | | | 256,228 | | | 241,153 |
| | | | | | | | | | | | | |
Comprehensive income attributable to: | | | | | | | | | | | | | |
Fortuna shareholders | | | | 47,107 | | | 123,411 | | | 234,578 | | | 223,484 |
Non-controlling interests | 26 | | | 4,469 | | | 4,611 | | | 21,650 | | | 17,669 |
| | | | 51,576 | | | 128,022 | | | 256,228 | | | 241,153 |
| (1) | For the three and nine months ended September 30, 2026, the currency translation adjustment is net of $nil tax (2025 – tax recovery of $0.4 million and expense of $0.5 million , respectively). |
The accompanying notes are an integral part of these condensed interim financial statements.
Page | 2
Fortuna Mining Corp.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
Balance at | Note | | | September 30, | | | December 31, 2025 |
ASSETS | | | | | | | |
Current assets | | | | | | | |
Cash and cash equivalents | | | | 443,253 | | | 553,985 |
Restricted cash | | | | 13,399 | | | – |
Investments in equity securities | | | | 12,118 | | | 6,760 |
Trade and other receivables | 4 | | | 75,279 | | | 74,361 |
Inventories | 5 | | | 144,116 | | | 122,685 |
Prepaid expenses and other current assets | 6 | | | 16,772 | | | 6,743 |
| | | | 704,937 | | | 764,534 |
Non-current assets | | | | | | | |
Restricted cash - non-current | | | | 1,014 | | | 788 |
Inventories - non-current | 5 | | | 72,339 | | | 66,754 |
Mineral properties and property, plant and equipment | 8 | | | 1,782,667 | | | 1,518,676 |
Advances and prepayments for capital projects | | | | 14,141 | | | 995 |
Other non-current assets | 9 | | | 834 | | | 8,894 |
Total assets | | | | 2,575,932 | | | 2,360,641 |
| | | | | | | |
LIABILITIES | | | | | | | |
Current liabilities | | | | | | | |
Trade and other payables | 10 | | | 173,906 | | | 153,361 |
Debt | 13 | | | 306 | | | – |
Income taxes payable | | | | 94,572 | | | 81,816 |
Lease obligations | 12 | | | 36,640 | | | 21,199 |
| | | | 305,424 | | | 256,376 |
Non-current liabilities | | | | | | | |
Debt - non-current | 13 | | | 147,860 | | | 134,410 |
Deferred tax liabilities | | | | 144,264 | | | 120,310 |
Closure and reclamation provisions | 14 | | | 47,570 | | | 50,257 |
Lease obligations - non-current | 12 | | | 56,499 | | | 55,687 |
Restricted share units | 15 | | | 4,876 | | | 8,283 |
Total liabilities | | | | 706,493 | | | 625,323 |
| | | | | | | |
SHAREHOLDERS' EQUITY | | | | | | | |
Share capital | 16 | | | 1,089,015 | | | 1,125,215 |
Reserves | | | | 65,394 | | | 63,694 |
Retained earnings | | | | 658,610 | | | 488,125 |
Equity attributable to Fortuna shareholders | | | | 1,813,019 | | | 1,677,034 |
Equity attributable to non-controlling interests | 26 | | | 56,420 | | | 58,284 |
Total equity | | | | 1,869,439 | | | 1,735,318 |
Total liabilities and shareholders' equity | | | | 2,575,932 | | | 2,360,641 |
Contingencies and Capital Commitments (Note 27)
The accompanying notes are an integral part of these condensed interim financial statements.
/s/ Jorge Ganoza Durant | | /s/ Kylie Dickson |
Jorge Ganoza Durant | | Kylie Dickson |
Director | | Director |
Page | 3
Fortuna Mining Corp.
Condensed Interim Consolidated Statements of Cash Flows
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
| | | | Three months ended September 30, | | | Nine months ended September 30, | ||||||
| Note | | | 2026 | | | 2025 | | | 2026 | | | 2025 |
| | | | | | | | | | | | | |
OPERATING ACTIVITIES | | | | | | | | | | | | | |
Net income from continuing operations | | | | 52,295 | | | 128,200 | | | 255,988 | | | 214,789 |
Items not involving cash: | | | | | | | | | | | | | |
Depletion and depreciation | | | | 58,958 | | | 53,040 | | | 148,887 | | | 146,169 |
Accretion expense | 21 | | | 2,805 | | | 2,094 | | | 6,872 | | | 5,751 |
Income tax expense | | | | 45,998 | | | 24,818 | | | 175,398 | | | 73,858 |
Interest expense, net | 21 | | | 1,197 | | | 1,061 | | | 1,169 | | | 3,871 |
Share-based payments expense, net of cash settlements | 15 | | | 10,851 | | | 10,769 | | | 2,093 | | | 16,975 |
Reversal of impairment of mineral properties, plant and equipment | 8 | | | – | | | (52,745) | | | – | | | (52,745) |
Inventory net realizable value adjustments | 5 | | | – | | | (16,651) | | | – | | | (16,651) |
Write-off of mineral properties | 8 | | | 3,859 | | | – | | | 3,859 | | | 1,997 |
Unrealized foreign exchange (gain) loss | | | | (1,713) | | | (1,168) | | | 232 | | | (4,880) |
Investment gains | | | | (193) | | | (310) | | | (565) | | | (3,308) |
Other | | | | 218 | | | (3,237) | | | 1,561 | | | (1,777) |
Changes in non-cash working capital | 25 | | | (14,302) | | | (2,610) | | | (3,729) | | | (14,786) |
Cash provided by operating activities | | | | 159,973 | | | 143,261 | | | 591,765 | | | 369,263 |
Income taxes paid | | | | (51,063) | | | (34,660) | | | (139,891) | | | (80,421) |
Interest paid | | | | (424) | | | (1,246) | | | (4,757) | | | (5,354) |
Interest received | | | | 3,879 | | | 3,992 | | | 12,889 | | | 9,559 |
Net cash provided by operating activities - continuing operations | | | | 112,365 | | | 111,347 | | | 460,006 | | | 293,047 |
Net cash provided by operating activities - discontinued operations | 22 | | | – | | | – | | | – | | | 11,984 |
| | | | | | | | | | | | | |
INVESTING ACTIVITIES | | | | | | | | | | | | | |
Increase in restricted cash | | | | (899) | | | – | | | (13,661) | | | (232) |
Investments in equity securities | | | | (5,118) | | | (65) | | | (5,118) | | | (6,110) |
Additions to mineral properties and property, plant and equipment | 8 | | | (50,620) | | | (48,548) | | | (163,778) | | | (133,516) |
Purchases of investments | | | | – | | | – | | | – | | | (18,804) |
Proceeds from sale of equity securities and investment maturities | | | | 193 | | | 10,239 | | | 565 | | | 22,785 |
Decrease (increase) in advances and prepayments for capital projects | | | | 2,349 | | | (814) | | | (12,037) | | | 3,537 |
Acquisition of Bambadji, net of cash acquired | 7 | | | (207,419) | | | – | | | (207,419) | | | – |
Other investing activities | | | | (3,674) | | | 5,000 | | | (8,778) | | | 5,000 |
Cash used in investing activities - continuing operations | | | | (265,188) | | | (34,188) | | | (410,226) | | | (127,340) |
Cash provided by investing activities - discontinued operations | 22 | | | – | | | – | | | – | | | 71,680 |
| | | | | | | | | | | | | |
FINANCING ACTIVITIES | | | | | | | | | | | | | |
Transaction costs on credit facility | | | | – | | | – | | | – | | | (107) |
Repurchase of common shares | 16 | | | – | | | – | | | (106,587) | | | (4,165) |
Payments of lease obligations | 12 | | | (9,821) | | | (6,585) | | | (25,643) | | | (17,697) |
Dividend payment to non-controlling interests | 26 | | | – | | | (12,978) | | | (23,514) | | | (12,978) |
Cash used in financing activities - continuing operations | | | | (9,821) | | | (19,563) | | | (155,744) | | | (34,947) |
Cash used in financing activities - discontinued operations | 22 | | | – | | | – | | | – | | | (12,879) |
| | | | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | | (769) | | | 2,262 | | | (4,768) | | | 5,407 |
(Decrease) increase in cash and cash equivalents during the period - continuing operations | | | | (163,413) | | | 59,858 | | | (110,732) | | | 136,167 |
Increase in cash and cash equivalents during the period - discontinued operations | 22 | | | – | | | – | | | – | | | 70,785 |
| | | | | | | | | | | | | |
Cash and cash equivalents, beginning of the period | | | | 606,666 | | | 378,422 | | | 553,985 | | | 231,328 |
Cash and cash equivalents, end of the period | | | | 443,253 | | | 438,280 | | | 443,253 | | | 438,280 |
| | | | | | | | | | | | | |
Cash and cash equivalents consist of: | | | | | | | | | | | | | |
Cash | | | | 412,244 | | | 220,548 | | | 412,244 | | | 220,548 |
Cash equivalents | | | | 31,009 | | | 217,732 | | | 31,009 | | | 217,732 |
Cash and cash equivalents, end of the period | | | | 443,253 | | | 438,280 | | | 443,253 | | | 438,280 |
Segment totals for the discontinued operations are disclosed in Note 22
Supplemental cash flow information (Note 25)
The accompanying notes are an integral part of these condensed interim financial statements.
Page | 4
Fortuna Mining Corp.
Condensed Interim Consolidated Statements of Changes in Equity
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
| | | Share capital | | | Reserves | | | | | | | | | | |||||||||
| Note | | Number of | | | Amount | | | Share units | | | Equity component of convertible debt | | | Other | | | Retained | | | Non-controlling interests | | | Total equity |
Balance at December 31, 2025 | | | 305,760,679 | | | 1,125,215 | | | 27,236 | | | 37,050 | | | (592) | | | 488,125 | | | 58,284 | | | 1,735,318 |
Net income | | | – | | | – | | | – | | | – | | | – | | | 234,338 | | | 21,650 | | | 255,988 |
Other comprehensive income | | | – | | | – | | | – | | | – | | | 240 | | | – | | | – | | | 240 |
Total comprehensive income | | | – | | | – | | | – | | | – | | | 240 | | | 234,338 | | | 21,650 | | | 256,228 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Transactions with owners of the Company | | | | | | | | | | | | | | | | | | | | | | | | |
Reclassification on derecognition of investments in equity securities | | | – | | | – | | | – | | | – | | | 1,050 | | | (1,050) | | | – | | | – |
Dividend declared and paid to non-controlling interests | 26 | | – | | | – | | | – | | | – | | | – | | | – | | | (23,514) | | | (23,514) |
Repurchase of common shares | 16 | | (10,800,693) | | | (39,747) | | | – | | | – | | | – | | | (62,803) | | | – | | | (102,550) |
Shares issued on vesting of share units | 15 | | 997,401 | | | 3,547 | | | (3,547) | | | – | | | – | | | – | | | – | | | – |
Share-based payments | 15 | | – | | | – | | | 3,957 | | | – | | | – | | | – | | | – | | | 3,957 |
| | | (9,803,292) | | | (36,200) | | | 410 | | | – | | | 1,050 | | | (63,853) | | | (23,514) | | | (122,107) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance at September 30, 2026 | | | 295,957,387 | | | 1,089,015 | | | 27,646 | | | 37,050 | | | 698 | | | 658,610 | | | 56,420 | | | 1,869,439 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2024 | | | 306,928,189 | | | 1,129,709 | | | 26,701 | | | 37,050 | | | (5,979) | | | 216,384 | | | 62,208 | | | 1,466,073 |
Net income | | | – | | | – | | | – | | | – | | | – | | | 219,407 | | | 17,669 | | | 237,076 |
Other comprehensive income | | | – | | | – | | | – | | | – | | | 4,077 | | | – | | | – | | | 4,077 |
Total comprehensive income | | | – | | | – | | | – | | | – | | | 4,077 | | | 219,407 | | | 17,669 | | | 241,153 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Transactions with owners of the Company | | | | | | | | | | | | | | | | | | | | | | | | |
Sale of Roxgold SANU S.A. | 22 | | – | | | – | | | – | | | – | | | – | | | – | | | (10,250) | | | (10,250) |
Dividend declared and paid to non-controlling interests | 26 | | – | | | – | | | – | | | – | | | – | | | – | | | (24,539) | | | (24,539) |
Repurchase of common shares | 16 | | (916,900) | | | (4,165) | | | – | | | – | | | – | | | – | | | – | | | (4,165) |
Shares issued on vesting of share units | 15 | | 948,697 | | | 3,294 | | | (3,294) | | | – | | | – | | | – | | | – | | | – |
Issuance of shares to non-controlling interests | 26 | | – | | | – | | | – | | | – | | | – | | | (7,270) | | | 7,270 | | | – |
Share-based payments | 15 | | – | | | – | | | 2,992 | | | – | | | – | | | – | | | – | | | 2,992 |
| | | 31,797 | | | (871) | | | (302) | | | – | | | – | | | (7,270) | | | (27,519) | | | (35,962) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance at September 30, 2025 | | | 306,959,986 | | | 1,128,838 | | | 26,399 | | | 37,050 | | | (1,902) | | | 428,521 | | | 52,358 | | | 1,671,264 |
The accompanying notes are an integral part of these condensed interim financial statements.
Page | 5
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – 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 a Canadian precious metals mining company with three operating mines and exploration activities in Argentina, Côte d’Ivoire, Guinea, Guyana, 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 and the Bambadji gold exploration project in Senegal.
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 unaudited condensed interim consolidated financial statements (“interim 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”) applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting. They do not include all the information required for full annual financial statements. These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025, which include information necessary for understanding the Company’s business and financial presentation.
Other than as described below, the same accounting policies and methods of computation are followed in these interim financial statements as compared with the most recent annual financial statements. Certain comparative figures have been reclassified to conform to the presentation adopted in the current period.
These interim financial statements are presented in United States dollars (“$”) unless otherwise stated. References to C$ refer to Canadian dollars.
These interim financial statements were approved and authorized for issuance by the Company's Board of Directors on November 4, 2026.
Basis of Measurement
These interim financial statements have been prepared on a going concern basis under the historical cost basis, except for those assets and liabilities that are measured at fair value (Note 24) at the end of each reporting period.
Adoption of new and future accounting standards
The Company adopted various amendments to IFRS, which were effective for accounting periods beginning on or after January 1, 2026. These include amendments to IFRS 7 and IFRS 9, Classification and Measurement of Financial Instruments. The impacts of adoption were not material to the Company's interim financial statements.
Page | 6
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – 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. This standard, effective for annual periods beginning on or after January 1, 2027, replaces IAS 1, Presentation of Financial Statements and requires retrospective application. The standard introduces new classification categories and mandatory subtotals in the statement of income, as well as new disclosure requirements for management-defined performance measures (“MPM”), and it may affect what the Company reports as its operating profit or loss.
The Company is currently assessing the detailed implications of applying the new standard on the financial statements and the following potential impacts, among others, have been identified based on the Company’s preliminary assessment:
| ● | The Company has performed an initial assessment of the non-IFRS financial measures and other subtotals of income and expenses that it currently uses in its public communications outside the financial statements and the Company believes the following will meet the MPM definition: adjusted net income; adjusted attributable net income; and adjusted earnings before interest, income taxes and depreciation and amortization (“Adjusted EBITDA”); |
| ● | 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 statement of income compared to the current presentation; |
| ● | The Company will be required to present specific subtotals, including operating profit and profit before financing and income taxes in the statement of income; |
| ● | The Company will be required to provide additional note disclosures regarding the nature of certain operating expenses; 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). |
3. USE OF ESTIMATES, ASSUMPTIONS, AND JUDGEMENTS
The preparation of these interim financial statements requires management to make estimates and judgements that affect the reported amounts of assets and liabilities at the period end date and reported amounts of income and expense during the reporting period. Such judgements and estimates are, by their nature, uncertain. Actual outcomes could differ from these estimates.
The impacts of such judgements and estimates are pervasive throughout the interim financial statements, and may require accounting adjustments based on future occurrences. These judgements and estimates are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. Revisions to accounting estimates are recognized in the period in which the estimate is revised and are accounted for prospectively.
In preparing these interim financial statements for the three and nine months ended September 30, 2026, the Company applied the critical estimates, assumptions and judgements as disclosed in Note 4 of its audited consolidated financial statements for the year ended December 31, 2025.
Page | 7
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
4. TRADE AND OTHER RECEIVABLES
| | | September 30, | | | December 31, |
Trade receivables from doré and concentrate sales | | | 18,106 | | | 20,761 |
Advances and other receivables | | | 14,761 | | | 8,248 |
Value added tax receivables | | | 42,412 | | | 45,352 |
Trade and other receivables | | | 75,279 | | | 74,361 |
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 September 30, 2026 and December 31, 2025.
As at September 30, 2026, the current Value Added Tax (“VAT”) receivables include $25.7 million (December 31, 2025 - $30.9 million) for Séguéla; and $14.7 million (December 31, 2025 - $11.9 million) for Lindero. The amount of VAT receivable classified as non-current was $nil (December 31, 2025 - $7.7 million) (refer to Note 9).
5. INVENTORIES
| | | | September 30, | | | December 31, |
Ore stockpiles | | | | 119,852 | | | 109,035 |
Leach pad and gold-in-circuit | | | | 40,300 | | | 31,550 |
Doré bars | | | | 5,322 | | | 2,396 |
Concentrate stockpiles | | | | 1,345 | | | 426 |
Materials and supplies | | | | 49,636 | | | 46,032 |
Total inventories | | | | 216,455 | | | 189,439 |
Less: non-current portion | | | | (72,339) | | | (66,754) |
Current inventories | | | | 144,116 | | | 122,685 |
As at September 30, 2026, non-current portion of inventories include $69.0 million (December 31, 2025 - $60.0 million) at Lindero and $3.3 million (December 31, 2025 - $6.8 million) at Séguéla.
During the three and nine months ended September 30, 2026, the Company expensed $137.6 million and $357.9 million, respectively, of inventories to cost of sales (September 30, 2025 - $102.4 million and $315.4 million, respectively).
6. PREPAID EXPENSES AND OTHER CURRENT ASSETS
| | | | September 30, | | | December 31, |
Prepaid expenses | | | | 16,772 | | | 6,619 |
Other current assets | | | | – | | | 124 |
Prepaid expenses and other current assets | | | | 16,772 | | | 6,743 |
As at September 30, 2026, prepaid expenses include $11.5 million (December 31, 2025 - $2.5 million) related to deposits and advances to contractors.
Page | 8
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
7. ACQUISITION OF BAMBADJI PROJECT
On August 10, 2026, the Company acquired the Bambadji gold exploration project ("Bambadji") in Senegal, through the purchase of certain Senegalese subsidiaries held by Barrick Mining Corporation (“Barrick”) and IAMGOLD Corporation (“IAMGOLD”) (together, the “Sellers”).
The Company assessed the transaction in accordance with IFRS 3, Business Combinations, and determined that the transaction was accounted for as an asset acquisition rather than a business combination. In making this assessment, management applied the concentration test and determined that the acquired set of activities and assets was not a business.
The acquisition cost was allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values at the acquisition date. Acquisition costs related to the transaction were included as part of the total consideration paid.
The total consideration for the acquisition was as follows:
| | | | | | | $ |
Consideration transferred | | | | | | | |
Cash paid | | | | | | | 200,000 |
Acquisition costs | | | | | | | 8,221 |
| | | | | | | 208,221 |
| | | | | | | |
Assets acquired and liabilities assumed | | | | | | | |
Cash and cash equivalents | | | | | | | 281 |
Exploration and evaluation assets | | | | | | | 207,940 |
| | | | | | | 208,221 |
The total consideration paid by Fortuna for the acquisition of Bambadji consisted of $200.0 million in cash and $8.2 million of acquisition costs related to the transaction. In addition, Fortuna granted the Sellers a 0.50% net smelter return (“NSR”) royalty on the first 1.75 million ounces of gold produced from the Bambadji Nord property (0.325% to a subsidiary of Barrick, and 0.175% to a subsidiary of IAMGOLD. Amounts paid related to the NSR royalty, if any, will be expensed as incurred.
Page | 9
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – 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, 2025 | | | | 1,270,610 | | | 184,341 | | | 32,280 | | | 876,909 | | | 2,364,140 |
Acquisition of Bambadji (Note 7) | | | | – | | | 207,940 | | | – | | | – | | | 207,940 |
Additions | | | | 69,508 | | | 65,063 | | | 52,858 | | | 44,733 | | | 232,162 |
Changes in closure and reclamation provision | | | | (3,971) | | | – | | | – | | | (477) | | | (4,448) |
Disposals and write-offs | | | | – | | | (3,859) | | | – | | | (423) | | | (4,282) |
Transfers | | | | 9,677 | | | (819) | | | (36,203) | | | 27,345 | | | – |
Balance as at September 30, 2026 | | | | 1,345,824 | | | 452,666 | | | 48,935 | | | 948,087 | | | 2,795,512 |
| | | | | | | | | | | | | | | | |
ACCUMULATED DEPLETION AND DEPRECIATION | | | | | | | | | | | | | | | | |
Balance as at December 31, 2025 | | | | 500,991 | | | – | | | – | | | 344,473 | | | 845,464 |
Disposals and write-offs | | | | – | | | – | | | – | | | (195) | | | (195) |
Depletion and depreciation | | | | 96,438 | | | – | | | – | | | 71,138 | | | 167,576 |
Balance as at September 30, 2026 | | | | 597,429 | | | – | | | – | | | 415,416 | | | 1,012,845 |
Net book value as at September 30, 2026 | | | | 748,395 | | | 452,666 | | | 48,935 | | | 532,671 | | | 1,782,667 |
As at September 30, 2026, non-depletable mineral properties include $354.6 million of exploration and evaluation assets (December 31, 2025 - $111.9 million).
As at September 30, 2026, property, plant and equipment include right-of-use assets with a net book value of $91.9 million (December 31, 2025 - $75.9 million). Related depletion and depreciation for the three and nine months ended September 30, 2026, was $10.0 million and $20.1 million, respectively (September 30, 2025 - $4.9 million and $14.4 million, respectively).
Page | 10
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – 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, 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 (2) | | | | (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 (as defined herein) and the Sanu Entities (as defined herein) that were sold during the second quarter of 2025. Refer to Note 22 for details. |
| (2) | During the three and nine months ended September 30, 2025, the Company identified an increase in estimated long-term gold prices as an indicator of impairment reversal for the Lindero cash-generating unit (“CGU”). The Company determined the recoverable amount of the Lindero CGU based on its fair value less costs of disposal (“FVLCD”), utilizing a discounted cash flow model (a Level 3 fair value estimate). Key assumptions included a long-term gold price of $2,750 per ounce and a discount rate of 8.2%. As the estimated recoverable amount exceeded the carrying amount, the Company recorded an impairment reversal of $52.7 million, which represented the full reversal of a previously recorded impairment charge from 2022, limited to the carrying value that would have been determined net of applicable depreciation. |
9. OTHER NON-CURRENT ASSETS
| Note | | | September 30, | | | December 31, |
Value added tax receivables | 4 | | | – | | | 7,665 |
Unamortized transaction costs | | | | 561 | | | 949 |
Other | | | | 273 | | | 280 |
Total other non-current assets | | | | 834 | | | 8,894 |
Page | 11
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
10. TRADE AND OTHER PAYABLES
| Note | | | September 30, | | | December 31, |
Trade accounts payable | | | | 93,605 | | | 77,927 |
Payroll and related payables | | | | 31,893 | | | 27,790 |
Mining royalty payable | | | | 14,064 | | | 14,317 |
Share units payable | 15(a)(b) | | | 27,014 | | | 25,471 |
Other payables | | | | 7,330 | | | 7,856 |
Total trade and other payables | | | | 173,906 | | | 153,361 |
11. RELATED PARTY TRANSACTIONS
During the three and nine months ended September 30, 2026 and 2025, the Company was charged for consulting services by Mario Szotlender, a director of the Company.
Other than those noted above, the transaction with JRC Ingeniería y Construcción S.A.C. disclosed in Note 11 of the Company's audited consolidated financial statements for the year ended December 31, 2025, and transactions in the normal course of business with the Board of Directors and key management personnel, the Company had no transactions between related parties during the three and nine months ended September 30, 2026 and 2025.
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 September 30, 2026 and December 31, 2025, were as follows:
| | | Minimum lease payments | |||
| | | September 30, | | | December 31, |
Less than one year | | | 42,450 | | | 27,715 |
Between one and five years | | | 56,784 | | | 53,222 |
More than five years | | | 10,347 | | | 13,658 |
| | | 109,581 | | | 94,595 |
Less: future finance charges | | | (16,442) | | | (17,709) |
Present value of lease obligations | | | 93,139 | | | 76,886 |
Less: current portion | | | (36,640) | | | (21,199) |
Non-current portion | | | 56,499 | | | 55,687 |
Page | 12
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
The reconciliation of the changes in the carrying amount of the Company’s lease obligations is presented below:
| | | September 30, | | | December 31, |
Balance, beginning of the period | | | 76,886 | | | 67,977 |
Payments of lease obligations | | | (25,643) | | | (24,374) |
Additions | | | 36,927 | | | 31,110 |
Accretion | | | 5,047 | | | 5,660 |
Foreign exchange | | | (78) | | | 521 |
Disposals and terminations | | | – | | | (4,008) |
Balance, end of the period | | | 93,139 | | | 76,886 |
13. DEBT
As at September 30, 2026, the Company’s debt consisted of the following:
| Note | | | September 30, | | | December 31, |
2024 Convertible Notes | 13(a) | | | 141,316 | | | 134,410 |
Vendor financed debt | | | | 6,850 | | | – |
Balance, end of the period | | | | 148,166 | | | 134,410 |
Less: current portion | | | | (306) | | | – |
Non-current portion | | | | 147,860 | | | 134,410 |
| (a) | 2024 Convertible Notes |
The following table summarizes the changes in the 2024 Convertible Notes:
| | | | September 30, | | | December 31, |
Balance, beginning of the period | | | | 134,410 | | | 126,031 |
Amortization of discount and transaction costs | | | | 6,906 | | | 8,379 |
Balance, end of the period | | | | 141,316 | | | 134,410 |
Non-current portion | | | | 141,316 | | | 134,410 |
| (b) | Credit Facility |
The Company maintains a $150.0 million revolving credit facility (the “Credit Facility”) with an uncommitted accordion option of $75.0 million. The Credit Facility is subject to certain conditions and covenants customary for a facility of this nature. In order to be able to draw on the Credit Facility, the Company is required to comply with certain financial covenants which include among others: maintaining an interest coverage ratio of not less than 4.00:1.00; a Net Total Debt to EBITDA ratio of not more than 4.00:1.00; and a Net Senior Secured Debt to EBITDA ratio of not more than 2.25:1.00, each as defined in the Credit Facility and calculated on a rolling four fiscal quarter basis.
The Company has pledged significant assets, including those of its principal operating subsidiaries, as collateral for the Credit Facility.
Page | 13
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
As at September 30, 2026, the Credit Facility remained undrawn.
14. CLOSURE AND RECLAMATION PROVISIONS
The following table summarizes the changes in closure and reclamation provisions:
| | | | Caylloma | | | Lindero | | | Séguéla | | | Total |
Balance as at December 31, 2025 | | | | 14,668 | | | 17,977 | | | 17,612 | | | 50,257 |
Changes in estimate | | | | (1,109) | | | (576) | | | (2,763) | | | (4,448) |
Reclamation expenditures | | | | (64) | | | – | | | – | | | (64) |
Accretion | | | | 641 | | | 654 | | | 530 | | | 1,825 |
Balance as at September 30, 2026 | | | | 14,136 | | | 18,055 | | | 15,379 | | | 47,570 |
Non-current portion | | | | 14,136 | | | 18,055 | | | 15,379 | | | 47,570 |
| | | | 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 |
Non-current portion | | | | 14,668 | | | 17,977 | | | 17,612 | | | – | | | – | | | 50,257 |
| (1) | Represent the closure and reclamation provisions of Cuzcatlan and Sanu, which were sold during the second quarter of 2025. Refer to Note 22 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 the year ended December 31, 2025. |
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 | | | | 19,205 | | | 19,204 | | | 19,946 | | | 58,355 |
Discount rate | | | | 6.36% | | | 5.66% | | | 5.29% | | | |
Inflation rate | | | | 3.00% | | | 3.08% | | | 2.28% | | | |
The Company is expecting to incur progressive reclamation costs throughout the life of its mines.
Page | 14
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
15. SHARE-BASED PAYMENTS
During the three and nine months ended September 30, 2026, the Company recognized share-based payments expense of $10.9 million and $18.4 million, respectively (September 30, 2025 - $10.8 million and $24.4 million, respectively), related to the amortization of deferred, restricted and performance share units.
| (a) | Deferred Share Units |
| | Cash Settled | |||
| | Number of | | | Fair Value |
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 |
Granted | | 41,041 | | | 448 |
Changes in fair value | | – | | | 1,871 |
Outstanding, September 30, 2026 | | 1,308,849 | | | 14,760 |
| (b) | Restricted Share Units |
| | Cash Settled | |||
| | Number of | | | Fair Value |
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 |
Granted | | 618,051 | | | – |
Units paid out in cash | | (1,477,468) | | | (16,475) |
Forfeited or cancelled | | (54,297) | | | (308) |
Changes in fair value and vesting | | – | | | 12,600 |
Outstanding, September 30, 2026 | | 2,415,701 | | | 17,130 |
Less: current portion | | | | | (12,254) |
Non-current portion | | | | | 4,876 |
RSUs granted during the nine months ended September 30, 2026 had a fair value of C$14.95 per unit at the date of the grant (December 31, 2025 - C$6.62).
As at September 30, 2026, the outstanding number of RSUs included 13,202 unpaid units that had vested during the nine months ended September 30, 2026, which had a fair value of C$16.00 per unit. These units were paid out in cash in October 2026.
Page | 15
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
(c) Performance Share Units
| | | | | Equity Settled |
| | | | | Number of |
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 |
Granted | | | | | 345,245 |
Vested and paid out in shares | | | | | (882,348) |
Outstanding, September 30, 2026 | | | | | 1,459,404 |
PSUs granted during the nine months ended September 30, 2026 had a fair value of C$14.95 per unit at the date of the grant (December 31, 2025 - C$6.62).
During the nine months ended September 30, 2026, PSUs vested and were settled in shares. Based on agreed performance outcomes, a weighted average multiplier of 113% (December 31, 2025 - 118%) was applied, resulting in the issuance of 997,401 (December 31, 2025 - 948,697) 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 September 30, 2026, a total of 2,950,529 stock options are available for issuance under the plan. As at September 30, 2026, no stock options were outstanding (December 31, 2025 - none).
16. SHARE CAPITAL
Authorized Share Capital
The Company has an unlimited number of common shares without par value authorized for issue.
During the nine months ended September 30, 2026, the Company acquired under its normal course issuer bid program (“NCIB”) and cancelled 10,800,693 common shares (September 30, 2025 - 916,900) at an average market price of $9.31 per share (September 30, 2025 - $4.53). The total reduction to equity, inclusive of the 2% share buyback tax and brokerage fees, amounted to $102.6 million (September 30, 2025 - $4.2 million).
On April 17, 2026, the Company announced the renewal of its NCIB program to purchase up to 15,227,869 common shares, being 5% of its outstanding common shares as at April 10, 2026. Under the NCIB, purchases of common shares may be made through the facilities of the NYSE. The share repurchase program started on May 4, 2026 and will end on the earlier of May 3, 2027; 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. Of the 10,800,693 common shares repurchased during the nine months ended September 30, 2026, 6,800,000 were acquired under the current NCIB program. As at September 30, 2026, 8,427,869 common shares remain available for repurchase under this current NCIB.
Page | 16
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
17. EARNINGS PER SHARE
| | | Three months ended September 30, | | | Nine months ended September 30, | ||||||
| | | 2026 | | | 2025 | | | 2026 | | | 2025 |
Basic: | | | | | | | | | | | | |
Net income from continuing operations attributable to Fortuna shareholders | | | 47,826 | | | 123,589 | | | 234,338 | | | 201,652 |
Net income attributable to Fortuna shareholders | | | 47,826 | | | 123,589 | | | 234,338 | | | 219,407 |
| | | | | | | | | | | | |
Weighted average number of shares ('000s) | | | 295,957 | | | 306,960 | | | 300,735 | | | 306,846 |
Earnings per share from continuing operations - basic | | | 0.16 | | | 0.40 | | | 0.78 | | | 0.66 |
Earnings per share - basic | | | 0.16 | | | 0.40 | | | 0.78 | | | 0.72 |
| | | Three months ended September 30, | | | Nine months ended September 30, | ||||||
| | | 2026 | | | 2025 | | | 2026 | | | 2025 |
Diluted: | | | | | | | | | | | | |
Net income from continuing operations attributable to Fortuna shareholders | | | 47,826 | | | 123,589 | | | 234,338 | | | 201,652 |
Add: finance costs on convertible debt, net of $nil tax | | | 4,029 | | | 3,770 | | | 11,758 | | | – |
Diluted net income from continuing operations for the period | | | 51,855 | | | 127,359 | | | 246,096 | | | 201,652 |
| | | | | | | | | | | | |
Net income attributable to Fortuna shareholders | | | 47,826 | | | 123,589 | | | 234,338 | | | 219,407 |
Add: finance costs on convertible debt, net of $nil tax | | | 4,029 | | | 3,770 | | | 11,758 | | | – |
Diluted net income for the period | | | 51,855 | | | 127,359 | | | 246,096 | | | 219,407 |
| | | | | | | | | | | | |
Weighted average number of shares ('000s) | | | 295,957 | | | 306,960 | | | 300,735 | | | 306,846 |
Incremental shares from dilutive potential shares | | | 27,631 | | | 28,169 | | | 27,567 | | | 1,817 |
Weighted average diluted number of shares ('000s) | | | 323,588 | | | 335,129 | | | 328,302 | | | 308,663 |
Earnings per share from continuing operations - diluted | | | 0.16 | | | 0.38 | | | 0.75 | | | 0.65 |
Earnings per share - diluted | | | 0.16 | | | 0.38 | | | 0.75 | | | 0.71 |
The incremental shares from dilutive potential shares primarily consist of share units and, for the three and nine months ended September 30, 2026, potential common shares issuable on conversion of the 2024 Convertible Notes. For the three and nine months ended September 30, 2025, an aggregate of nil and 26,172,045 potential common shares, respectively, 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. The Company's average share price exceeded the conversion price of the 2024 Convertible Notes during the three and nine months ended September 30, 2026 (for the three months ended September 30, 2025 - above the conversion price, for the nine months ended September 30, 2025 – below the conversion price).
Page | 17
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
18. SALES
The Company’s geographical analysis of revenue from contracts with customers attributed to the location of its products produced, is as follows:
| | | Three months ended September 30, 2026 | |||||||||
| | | Argentina | | | Côte d'Ivoire | | | Peru | | | Total |
Gold doré | | | 110,767 | | | 144,110 | | | – | | | 254,877 |
Silver-lead concentrates | | | – | | | – | | | 21,966 | | | 21,966 |
Zinc concentrates | | | – | | | – | | | 14,626 | | | 14,626 |
Provisional pricing adjustments | | | – | | | – | | | 1,966 | | | 1,966 |
Sales to external customers | | | 110,767 | | | 144,110 | | | 38,558 | | | 293,435 |
| | | | | | | | | | | | |
| | | Three months ended September 30, 2025 | |||||||||
| | | Argentina | | | Côte d'Ivoire | | | Peru | | | Total |
Gold doré | | | 86,357 | | | 134,333 | | | – | | | 220,690 |
Silver-lead concentrates | | | – | | | – | | | 16,487 | | | 16,487 |
Zinc concentrates | | | – | | | – | | | 13,225 | | | 13,225 |
Provisional pricing adjustments | | | – | | | – | | | 960 | | | 960 |
Sales to external customers | | | 86,357 | | | 134,333 | | | 30,672 | | | 251,362 |
| | | Nine months ended September 30, 2026 | |||||||||
| | | Argentina | | | Côte d'Ivoire | | | Peru | | | Total |
Gold doré | | | 302,529 | | | 536,152 | | | – | | | 838,681 |
Silver-lead concentrates | | | – | | | – | | | 74,864 | | | 74,864 |
Zinc concentrates | | | – | | | – | | | 40,642 | | | 40,642 |
Provisional pricing adjustments | | | – | | | – | | | 132 | | | 132 |
Sales to external customers | | | 302,529 | | | 536,152 | | | 115,638 | | | 954,319 |
| | | | | | | | | | | | |
| | | Nine months ended September 30, 2025 | |||||||||
| | | Argentina | | | Côte d'Ivoire | | | Peru | | | Total |
Gold doré | | | 215,192 | | | 371,784 | | | – | | | 586,976 |
Silver-lead concentrates | | | – | | | – | | | 47,939 | | | 47,939 |
Zinc concentrates | | | – | | | – | | | 40,989 | | | 40,989 |
Provisional pricing adjustments | | | – | | | – | | | 914 | | | 914 |
Sales to external customers | | | 215,192 | | | 371,784 | | | 89,842 | | | 676,818 |
Page | 18
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
19. COST OF SALES
| | | Three months ended September 30, | | | Nine months ended September 30, | ||||||
| | | 2026 | | | 2025 | | | 2026 | | | 2025 |
Direct mining, processing and other costs | | | 64,791 | | | 57,280 | | | 167,526 | | | 145,861 |
Depletion and depreciation | | | 57,943 | | | 52,440 | | | 145,656 | | | 144,576 |
Salaries and benefits | | | 20,186 | | | 12,000 | | | 57,635 | | | 48,248 |
Royalties and other taxes | | | 13,243 | | | 12,524 | | | 49,400 | | | 34,531 |
Workers' participation | | | 741 | | | 663 | | | 2,355 | | | 1,958 |
Inventory net realizable value adjustments and other | | | (41) | | | (16,675) | | | (125) | | | (16,857) |
Cost of sales | | | 156,863 | | | 118,232 | | | 422,447 | | | 358,317 |
For the three and nine months ended September 30, 2026, depletion and depreciation includes $8.0 million and $17.6 million, respectively, of depreciation related to right-of-use assets (September 30, 2025 - $4.8 million and $12.9 million, respectively).
20. GENERAL AND ADMINISTRATION
| | | Three months ended September 30, | | | Nine months ended September 30, | ||||||
| | | 2026 | | | 2025 | | | 2026 | | | 2025 |
General and administration | | | 9,053 | | | 9,380 | | | 26,669 | | | 24,421 |
Salaries, wages and benefits | | | 8,050 | | | 5,981 | | | 28,869 | | | 22,619 |
Workers' participation | | | 144 | | | 153 | | | 723 | | | 294 |
| | | 17,247 | | | 15,514 | | | 56,261 | | | 47,334 |
Share-based payments | | | 10,909 | | | 10,789 | | | 18,361 | | | 24,445 |
General and administration | | | 28,156 | | | 26,303 | | | 74,622 | | | 71,779 |
21. INTEREST AND FINANCE COSTS, NET
| | | Three months ended September 30, | | | Nine months ended September 30, | ||||||
| | | 2026 | | | 2025 | | | 2026 | | | 2025 |
Interest income | | | 3,595 | | | 4,089 | | | 12,735 | | | 10,232 |
2024 Convertible Notes interest expense | | | (1,618) | | | (1,618) | | | (4,852) | | | (4,852) |
Amortization of discount and transaction costs | | | (2,540) | | | (2,283) | | | (7,294) | | | (6,555) |
Bank stand-by, commitment fees and other interest expense | | | (634) | | | (1,249) | | | (1,758) | | | (2,696) |
Accretion of closure and reclamation provisions | | | (666) | | | (521) | | | (1,825) | | | (1,611) |
Accretion of lease liabilities | | | (2,139) | | | (1,573) | | | (5,047) | | | (4,140) |
| | | (4,002) | | | (3,155) | | | (8,041) | | | (9,622) |
Page | 19
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
22. DISCONTINUED OPERATIONS
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”).
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”), and ceased all operations in Burkina Faso.
Results of Discontinued Operation – Cuzcatlan
The following table presents the results of Cuzcatlan for the three and nine months ended September 30, 2026 and 2025:
| | | Three months ended September 30, | | | Nine months ended September 30, | ||||||
| | | 2026 | | | 2025 | | | 2026 | | | 2025 |
Sales | | | – | | | – | | | – | | | 168 |
Cost of sales | | | – | | | – | | | – | | | (287) |
Mine operating loss | | | – | | | – | | | – | | | (119) |
| | | | | | | | | | | | |
General and administration | | | – | | | – | | | – | | | (638) |
Foreign exchange loss | | | – | | | – | | | – | | | (190) |
Other expenses | | | – | | | – | | | – | | | (2,202) |
Operating loss | | | – | | | – | | | – | | | (3,149) |
| | | | | | | | | | | | |
Interest and finance costs, net | | | – | | | – | | | – | | | (325) |
Loss before income taxes | | | – | | | – | | | – | | | (3,474) |
| | | | | | | | | | | | |
Income tax recovery | | | – | | | – | | | – | | | 1 |
Net loss from operating activities, net of tax | | | – | | | – | | | – | | | (3,473) |
| | | | | | | | | | | | |
Gain on sale of discontinued operation | | | – | | | – | | | – | | | 7,646 |
Income from discontinued operation, net of tax | | | – | | | – | | | – | | | 4,173 |
| | | | | | | | | | | | |
Income per share from discontinued operation attributable to Fortuna shareholders | | | | | | | | | | | | |
Basic | | | – | | | – | | | – | | | 0.01 |
Diluted | | | – | | | – | | | – | | | 0.01 |
Page | 20
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – 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 three and nine months ended September 30, 2026 and 2025:
| | | Three months ended September 30, | | | Nine months ended September 30, | ||||||
| | | 2026 | | | 2025 | | | 2026 | | | 2025 |
Sales | | | – | | | – | | | – | | | 128,059 |
Cost of sales | | | – | | | – | | | – | | | (82,393) |
Mine operating income | | | – | | | – | | | – | | | 45,666 |
| | | | | | | | | | | | |
General and administration | | | – | | | – | | | – | | | (1,380) |
Foreign exchange gain | | | – | | | – | | | – | | | 4,254 |
Other expenses | | | – | | | – | | | – | | | (3,217) |
Operating income | | | – | | | – | | | – | | | 45,323 |
| | | | | | | | | | | | |
Interest and finance costs, net | | | – | | | – | | | – | | | 44 |
Income before income taxes | | | – | | | – | | | – | | | 45,367 |
| | | | | | | | | | | | |
Income tax expense | | | – | | | – | | | – | | | (10,140) |
Net income from operating activities, net of tax | | | – | | | – | | | – | | | 35,227 |
| | | | | | | | | | | | |
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 |
| | | | | | | | | | | | |
Income from discontinued operation, net of tax attributable to: | | | | | | | | | | | | |
Fortuna shareholders | | | – | | | – | | | – | | | 13,581 |
Non-controlling interest | | | – | | | – | | | – | | | 4,533 |
| | | – | | | – | | | – | | | 18,114 |
| | | | | | | | | | | | |
Income per share from discontinued operation attributable to Fortuna shareholders | | | | | | | | | | | | |
Basic | | | – | | | – | | | – | | | 0.04 |
Diluted | | | – | | | – | | | – | | | 0.04 |
Page | 21
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – 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 for the three and nine months ended September 30, 2026 and 2025:
| | | Three months ended September 30, | | | Nine months ended September 30, | ||||||
| | | 2026 | | | 2025 | | | 2026 | | | 2025 |
Cuzcatlan | | | – | | | – | | | – | | | (11,200) |
Sanu Entities | | | – | | | – | | | – | | | 23,184 |
Net cash provided by operating activities | | | – | | | – | | | – | | | 11,984 |
| | | | | | | | | | | | |
Cuzcatlan | | | – | | | – | | | – | | | 11,738 |
Sanu Entities | | | – | | | – | | | – | | | 59,942 |
Cash provided by investing activities | | | – | | | – | | | – | | | 71,680 |
| | | | | | | | | | | | |
Cuzcatlan | | | – | | | – | | | – | | | (22) |
Sanu Entities | | | – | | | – | | | – | | | (12,857) |
Cash used in financing activities | | | – | | | – | | | – | | | (12,879) |
Net cash flows from discontinued operations | | | – | | | – | | | – | | | 70,785 |
Page | 22
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
23. SEGMENTED INFORMATION
The Company’s operating segments are based on the reports reviewed by the senior management group that are used to make strategic decisions. The Chief Executive Officer, as chief operating decision maker, considers the business from a geographic perspective when considering the performance of the Company’s business units.
The following summary describes the operations of each reportable segment:
| ● | Mansfield Minera S.A. (“Mansfield”) – operates the Lindero gold mine |
| ● | Roxgold SANGO S.A. (“Sango”) – operates the Séguéla gold mine |
| ● | Minera Bateas S.A.C. (“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 |
| | | Three months ended September 30, 2026 | ||||||||||||
| | | Mansfield | | | Sango | | | Bateas | | | Corporate | | | Total |
Revenues from external customers | | | 110,767 | | | 144,110 | | | 38,558 | | | – | | | 293,435 |
Cost of sales before depreciation and depletion | | | (38,666) | | | (44,757) | | | (15,497) | | | – | | | (98,920) |
Depreciation and depletion in cost of sales | | | (22,450) | | | (30,984) | | | (4,509) | | | – | | | (57,943) |
General and administration | | | (3,152) | | | (4,465) | | | (1,789) | | | (18,750) | | | (28,156) |
Other (expenses) income | | | (2,196) | | | (687) | | | (53) | | | (3,214) | | | (6,150) |
Finance items | | | (607) | | | (1,090) | | | (252) | | | (2,024) | | | (3,973) |
Segment income (loss) before taxes | | | 43,696 | | | 62,127 | | | 16,458 | | | (23,988) | | | 98,293 |
| | | | | | | | | | | | | | | |
| | | Three months ended September 30, 2025 | ||||||||||||
| | | Mansfield | | | Sango | | | Bateas | | | Corporate | | | Total |
Revenues from external customers | | | 86,357 | | | 134,333 | | | 30,672 | | | – | | | 251,362 |
Cost of sales before depreciation and depletion | | | (12,842) | | | (38,827) | | | (14,123) | | | – | | | (65,792) |
Depreciation and depletion in cost of sales | | | (15,524) | | | (31,722) | | | (5,194) | | | – | | | (52,440) |
General and administration | | | (2,897) | | | (3,324) | | | (972) | | | (19,110) | | | (26,303) |
Reversal of impairment of mineral properties, plant and equipment | | | 52,745 | | | – | | | – | | | – | | | 52,745 |
Other (expenses) income | | | (5,955) | | | (2,062) | | | 11 | | | 3,030 | | | (4,976) |
Finance items | | | 959 | | | (875) | | | (625) | | | (1,037) | | | (1,578) |
Segment income (loss) before taxes | | | 102,843 | | | 57,523 | | | 9,769 | | | (17,117) | | | 153,018 |
Page | 23
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
| | | Nine months ended September 30, 2026 | ||||||||||||
| | | Mansfield | | | Sango | | | Bateas | | | Corporate | | | Total |
Revenues from external customers | | | 302,529 | | | 536,152 | | | 115,638 | | | – | | | 954,319 |
Cost of sales before depreciation and depletion | | | (96,690) | | | (136,510) | | | (43,591) | | | – | | | (276,791) |
Depreciation and depletion in cost of sales | | | (52,538) | | | (80,492) | | | (12,626) | | | – | | | (145,656) |
General and administration | | | (9,296) | | | (13,386) | | | (5,977) | | | (45,963) | | | (74,622) |
Other (expenses) income | | | (7,673) | | | (6,926) | | | 814 | | | (4,182) | | | (17,967) |
Finance items | | | (2,237) | | | (1,716) | | | (499) | | | (3,445) | | | (7,897) |
Segment income (loss) before taxes | | | 134,095 | | | 297,122 | | | 53,759 | | | (53,590) | | | 431,386 |
| | | | | | | | | | | | | | | |
| | | Nine months ended September 30, 2025 | ||||||||||||
| | | Mansfield | | | Sango | | | Bateas | | | Corporate | | | Total |
Revenues from external customers | | | 215,192 | | | 371,784 | | | 89,842 | | | – | | | 676,818 |
Cost of sales before depreciation and depletion | | | (62,455) | | | (110,638) | | | (40,648) | | | – | | | (213,741) |
Depreciation and depletion in cost of sales | | | (38,654) | | | (91,997) | | | (13,925) | | | – | | | (144,576) |
General and administration | | | (7,991) | | | (9,307) | | | (5,356) | | | (49,125) | | | (71,779) |
Reversal of impairment of mineral properties, plant and equipment | | | 52,745 | | | – | | | – | | | – | | | 52,745 |
Other (expenses) income | | | (10,409) | | | 5,039 | | | (272) | | | 438 | | | (5,204) |
Finance items | | | 4,121 | | | (2,939) | | | (883) | | | (5,915) | | | (5,616) |
Segment income (loss) before taxes | | | 152,549 | | | 161,942 | | | 28,758 | | | (54,602) | | | 288,647 |
As at September 30, 2026 | | | Mansfield | | | Sango | | | Bateas | | | Corporate | | | Total |
Total assets | | | 668,059 | | | 1,039,441 | | | 176,203 | | | 692,229 | | | 2,575,932 |
Total liabilities | | | 99,264 | | | 331,154 | | | 57,725 | | | 218,350 | | | 706,493 |
Capital expenditures (1) | | | 37,705 | | | 125,476 | | | 19,121 | | | 49,860 | | | 232,162 |
| (1) | Capital expenditures are on an accrual basis for the nine months ended September 30, 2026. |
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. |
Page | 24
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
24. 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 September 30, 2026 | | | Fair value | | | Fair value | | | Amortized | | | Total |
Financial assets | | | | | | | | | | | | |
Cash and cash equivalents | | | – | | | – | | | 443,253 | | | 443,253 |
Restricted cash | | | – | | | – | | | 14,413 | | | 14,413 |
Trade receivables - concentrate sales | | | – | | | 12,919 | | | – | | | 12,919 |
Trade receivables - doré sales | | | – | | | – | | | 5,187 | | | 5,187 |
Investments in equity securities (1) | | | 12,118 | | | – | | | – | | | 12,118 |
Other receivables | | | – | | | – | | | 14,761 | | | 14,761 |
Total financial assets | | | 12,118 | | | 12,919 | | | 477,614 | | | 502,651 |
| | | | | | | | | | | | |
Financial liabilities | | | | | | | | | | | | |
Trade accounts payable | | | – | | | – | | | (93,605) | | | (93,605) |
Payroll payable | | | – | | | – | | | (31,893) | | | (31,893) |
Share units payable | | | – | | | (31,890) | | | – | | | (31,890) |
2024 Convertible Notes | | | – | | | – | | | (141,316) | | | (141,316) |
Vendor financed debt | | | – | | | – | | | (6,850) | | | (6,850) |
Other payables | | | – | | | – | | | (114,533) | | | (114,533) |
Total financial liabilities | | | – | | | (31,890) | | | (388,197) | | | (420,087) |
As at December 31, 2025 | | | Fair value | | | Fair value | | | Amortized | | | Total |
Financial assets | | | | | | | | | | | | |
Cash and cash equivalents | | | – | | | – | | | 553,985 | | | 553,985 |
Restricted cash | | | – | | | – | | | 788 | | | 788 |
Trade receivables - concentrate sales | | | – | | | 15,279 | | | – | | | 15,279 |
Trade receivables - doré sales | | | – | | | – | | | 5,482 | | | 5,482 |
Investments in equity securities (1) | | | 6,760 | | | – | | | – | | | 6,760 |
Other receivables | | | – | | | – | | | 7,460 | | | 7,460 |
Total financial assets | | | 6,760 | | | 15,279 | | | 567,715 | | | 589,754 |
| | | | | | | | | | | | |
Financial liabilities | | | | | | | | | | | | |
Trade accounts payable | | | – | | | – | | | (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) |
| (1) | As at September 30, 2026, investments in equity securities include $12.0 million (December 31, 2025 - $6.7 million) representing the fair value of the Company's investment in Awalé Resources Limited, a mineral exploration company in Côte d’Ivoire. The fair value 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. The remaining balance consists of investments in other publicly traded exploration companies. |
Page | 25
Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
| (b) | Fair Values of Financial Assets and Financial Liabilities |
During the three and nine months ended September 30, 2026 and 2025, 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 September 30, 2026 | | | Level 1 | | | Level 2 | | | Level 3 | | | Total |
Trade receivables - concentrate sales | | | – | | | 12,919 | | | – | | | 12,919 |
Investments in equity securities | | | 12,118 | | | – | | | – | | | 12,118 |
Share units payable | | | – | | | (31,890) | | | – | | | (31,890) |
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) |
| (c) | Financial Assets and Financial Liabilities Not Already Measured at Fair Value |
The table below presents the estimated fair values of the Company’s financial liabilities, categorized within Level 2 of the fair value hierarchy, not measured at fair value where amortized cost does not reasonably approximate fair value.
| | | September 30, 2026 | | | December 31, 2025 | ||||||
| | | Carrying amount | | | Fair value | | | Carrying amount | | | Fair value |
2024 Convertible Notes (1) | | | (141,316) | | | (316,103) | | | (134,410) | | | (293,681) |
| (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. |
25. SUPPLEMENTAL CASH FLOW INFORMATION
Changes in non-cash working capital for the three and nine months ended September 30, 2026 and 2025 are as follows:
| | | Three months ended September 30, | | | Nine months ended September 30, | ||||||
| | | 2026 | | | 2025 | | | 2026 | | | 2025 |
Trade and other receivables | | | (605) | | | 4,296 | | | 13,987 | | | (1,790) |
Prepaid expenses | | | (12,834) | | | (2,999) | | | (11,724) | | | (27) |
Inventories | | | (7,844) | | | 2,857 | | | (17,377) | | | (4,212) |
Trade and other payables | | | 6,981 | | | (6,764) | | | 11,385 | | | (8,757) |
Total changes in non-cash working capital | | | (14,302) | | | (2,610) | | | (3,729) | | | (14,786) |
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Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
The significant non-cash financing and investing transactions during the three and nine months ended September 30, 2026 and 2025 are as follows:
| | | Three months ended September 30, | | | Nine months ended September 30, | ||||||
| | | 2026 | | | 2025 | | | 2026 | | | 2025 |
Vendor financed debt | | | 6,696 | | | – | | | 6,696 | | | – |
Mineral properties, plant and equipment changes in closure and reclamation provision | | | 2,623 | | | (1,969) | | | 4,448 | | | (1,465) |
Additions to right-of-use assets | | | 5,602 | | | 94 | | | 36,927 | | | 30,408 |
Share units allocated to share capital upon settlement | | | – | | | – | | | 3,547 | | | 3,294 |
26. NON-CONTROLLING INTERESTS
As at September 30, 2026, the non-controlling interest (“NCI”) of the State of Côte d’Ivoire, which represents a 10% interest in Sango, totaled $56.4 million. The income attributable to the NCI for the three and nine months ended September 30, 2026, totaling $4.5 million and $21.7 million, respectively, is based on net income for Séguéla (September 30, 2025 - $4.6 million and $13.2 million, respectively). During the nine months ended September 30, 2026, Sango declared and paid dividends to the State of Côte d’Ivoire of $23.5 million (September 30, 2025 - $13.0 million).
27. CONTINGENCIES AND CAPITAL COMMITMENTS
(a) Caylloma Letter of Guarantee
The Caylloma mine closure plan, as amended in September 2024, includes total undiscounted closure costs of $18.2 million, comprising progressive closure activities of $2.4 million, final closure activities of $13.5 million, and post closure activities of $2.3 million, pursuant to the terms of the Mine Closing Law of Peru.
Under the terms of the current Mine Closing Law, the Company is required to provide the Peruvian Government with a guarantee in respect of the Caylloma mine closure plan as it relates to final closure activities and post-closure activities and related taxes. As at September 30, 2026, the Company provided a bank letter guarantee of $17.6 million to the Peruvian Government in respect of such closure costs and taxes, issued by Banco BBVA Perú (updated on January 14, 2026, expiring on January 28, 2027).
The proposed update to the mine closure plan, submitted to the Peruvian Ministry of Energy and Mines in December 2025 remains under evaluation; the Company is currently responding to observations raised by the Peruvian Government.
(b) Other Commitments
Senegal
As at September 30, 2026, the Company had capital commitments of $21.2 million, for camp construction, civil works, and equipment purchases at the Diamba Sud gold project, which are expected to be expended within one year.
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Fortuna Mining Corp.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited – Tabular amounts presented in thousands of US dollars, except share and per share amounts)
Côte d’Ivoire
The Company entered into an agreement with a service provider at the Séguéla mine wherein if the Company terminates the agreement prior to the end of its term, in May 2028, the Company would be required to make an early termination payment, which is reduced monthly over the term of the contract. If the Company had terminated the agreement on September 30, 2026, and elected not to purchase the service provider’s equipment, it would have been subject to an early termination payment of $13.0 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 the portion of the monthly management fees and demobilization of personnel.
In addition, certain property, plant and equipment is pledged as security for related financing obligations of $15.9 million.
Finally, as at September 30, 2026, the Company had capital commitments of $9.4 million, primarily for the purchase of underground mining equipment and infrastructure.
(c) 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.
(d) Other Contingencies
The Company is subject to various investigations and other claims; and legal, and labour 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 condition of the Company.
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