Fortuna Mining Corp. (NYSE: FSM) (TSX: FVI) is pleased to announce it has entered into a definitive share purchase agreement to sell its interest in Roxgold Sanu SA which owns and operates the Yaramoko Mine, together with the Company’s three other wholly-owned Burkina Faso subsidiaries which hold exploration permits in country to Soleil Resources International Limited. SRI is a private Mauritius company which operates three mines, holds exploration permits, and owns a drilling company all in Burkina Faso. Following the completion of the Transaction, Fortuna will cease to have any operations in Burkina Faso.

Jorge A. Ganoza, President and CEO, commented, “Considering the limited remaining life of mineral reserves at Yaramoko (approximately one year), the cessation of our exploration activities in-country, and the increasingly challenging business climate in Burkina Faso, the Transaction represents a prudent exit that optimizes value, avoids approximately US$20 million in future mine closure liabilities, and provides Fortuna with additional liquidity as we pursue opportunities more closely aligned with our strategic objectives.” Mr. Ganoza continued, “We believe that Soleil, as a private local company, is well positioned to continue operations at the Yaramoko Mine to the benefit of employees and local stakeholders”.

Details of the Transaction

Under the terms of the Agreement, SRI will acquire all of the issued and outstanding shares of the Acquired Companies. Fortuna will receive an aggregate cash payment of approximately US$130 million as follows:

• US$70 million consideration payable on closing of the Transaction;
• US$57.5 million in cash dividends (the “Cash Dividend”) paid to Fortuna by Roxgold Sanu; and
• Fortuna will also have the right to receive up to approximately US$53 million of value added tax receivables upon the completion of certain conditions.

The completion of the Transaction is subject to the payment by Roxgold Sanu to Fortuna of the Cash Dividend, receipt of the consent of the Minister of Mines, and customary conditions of closing for transactions of this nature and is expected to be completed in the second quarter of 2025.

INFOR Financial Inc. acted as financial advisor to Fortuna.

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.