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 · Notes
Notes
On June 10, 2024, the Company issued $172.5 million aggregate principal amount of Notes by way of a public offering. The Notes mature on June 30, 2029, and bear interest at 3.75% per annum, payable semi-annually in arrears on June 30 and December 31 of each year, beginning December 31, 2024. The Notes are governed by a note indenture between the Company and Computershare Trust Company N.A.
Conversion of the Notes
The Notes are convertible at the holder’s option into common shares of the Company at any time prior to maturity at a fixed conversion rate of 151.7220 Common Shares per $1,000 principal amount, representing an initial conversion price of approximately $6.59 per share, subject to certain anti-dilution adjustments. In addition, if certain fundamental changes occur, including a change in control or upon notice of redemption by the Company as described below, the holders may elect to convert their Notes and may be entitled to an increased conversion rate.
Fundamental Change
A fundamental change includes the following occurrences:
| · | A change in control where a person or group becomes the beneficial owner of more than 50% of the Company’s voting stock, or gains the power to elect a majority of its board of directors. |
| · | The consummation of significant transactions such as certain mergers or consolidations pursuant to which the Company’s Common Shares will be converted or exchanged for cash, securities or other property, or sales of substantially all of the Company’s assets that change the corporate structure or ownership. |
| · | Approval by the Company’s shareholders of any plan for liquidation or dissolution. |
Redemption
Prior to July 5, 2027, the Company may not redeem the Notes except in the event of certain changes in Canadian withholding tax law. At any time on or after July 5, 2027, and until maturity, the Company may redeem all or part of the Notes for cash if the price of the Company’s Common Shares for at least 20 trading days in a period of 30 consecutive trading days, ending on the trading day prior to the date of notice of redemption, exceeds 130% of the conversion price in effect on each such day. The redemption price is equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest.
In the event of a fundamental change, the Company is required to offer to purchase its outstanding Notes at a cash purchase price equal to 100% of the principal amount plus accrued and unpaid interest, ensuring protection against major corporate transformations that could affect the value of the investment held by the holders.
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