FORTUNA MINING CORP.
For the period ended Dec 31, 2025. Filed Mar 26, 2026.
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The yearly report of certain Canadian companies, filed under a joint US and Canadian system. It is the main yearly account these companies give US investors, largely as filed in Canada.
FY2025 · Filed Mar 26, 2026
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Contents
EX-99.1 · 2023 Developments
2023 Developments
Construction of the Séguéla Mine was completed in mid-2023, on time and on budget, and its first gold pour took place on May 24, 2023, making it at that time the Company’s fifth operating mine.
In May 2022, the Company initiated a share repurchase program to purchase up to 5% of its issued and outstanding Common Shares, expiring on the earlier of May 1, 2023 and the date on which Fortuna has acquired the maximum number of Common Shares allowable under the Normal Course Issuer Bid (“NCIB”) or the date on which the Company otherwise decides not to make any further repurchases under the NCIB. From the commencement of the share repurchase program to December 31, 2022, in accordance with the Company’s NCIB, the Company re-purchased an aggregate of 2,201,404 Common Shares at a weighted average price of $2.69 per share via open market purchases through the facilities of the New York Stock Exchange (“NYSE”) for a total repurchase value of approximately $5.9 million, all of which shares were subsequently returned to treasury and cancelled.
The NCIB was renewed in May 2023; however, no repurchases of Common Shares were made in 2023.
In September 2023, the Company expanded its presence in West Africa with the acquisition (the “Chesser Acquisition”) of all of the issued and outstanding common shares (“Chesser Shares”) of Chesser Resources Limited (“Chesser”) by way of a court-approved scheme of arrangement pursuant to the AustralianCorporations Act 2001. Under the terms of the Chesser Acquisition, holders of Chesser Shares received 0.0248 of a Fortuna Common Share for each Chesser Share held. Upon completion of the Chesser Acquisition, Fortuna issued an aggregate of 15,545,368 Fortuna Common Shares and Chesser became a wholly-owned subsidiary of Fortuna. As a result of the Chesser Acquisition, the Company acquired the Diamba Sud Project in Senegal, one of the new and emerging gold discoveries in the region.
In late 2022, the Company announced that it had entered into an amendment to the fourth amended and restated credit agreement (the “2021 Credit Facility”) with a syndicate of banks led by BNP Paribas and including the Bank of Nova Scotia, Bank of Montreal and Societe Generale, which increased the maximum facility amount by $50 million to $250 million, but which would step down to $175 million in November 2024. The facility had a $50 million accordion option exercisable on or after June 1, 2023 and before October 2024. The November 2025 maturity date of the 2021 Credit Facility remained unchanged.
In December 2023, the 2021 Credit Facility was further amended to include additional security to the lenders in the form of guarantees and share pledges from the Company’s subsidiaries which indirectly own the Diamba Sud Project in Senegal, acquired pursuant to the Chesser Acquisition. These guarantees are in addition to the guarantees already provided by Fortuna’s operating subsidiaries.
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