Fortuna Mining Corp. On June 5, 2024, the Company announced and priced an offering on a private placement basis of 3.75% unsecured convertible senior notes due 2029 (the ?Notes?) in an aggregate principal amount of USD 150 million (the ?Offering?). The terms of the Offering included an option granted to purchasers for a period of 15 days to purchase up to an additional USD 22.5 million aggregate principal amount of Notes.

On June 10, 2024, the Company closed the Offering of USD 172.5 million aggregate principal amount of Notes, which includes the exercise of the full amount of the option to purchase an additional USD 22.5 million aggregate principal of Notes. The Notes were issued at par value. The Company announced and priced the Offering on June 5, 2024.

Subsequently on June 10, 2024 the Company announced it had closed the Offering in an aggregate principal amount of USD 172.5 million, which included exercise of the full amount of the option to purchase up to an additional USD 22.5 million aggregate principal amount of Notes. The Notes were issued at par value. The Company intends to use the net proceeds of the Offering to repay of bank indebtedness, to fund working capital requirements, for general corporate purposes and to fund the repayment of its existing 4.65% senior subordinated unsecured convertible debentures (the ?Debentures?), to the extent that such Debentures are not converted into common shares prior to the redemption date of July 10, 2024.

The Company concurrently announced on June 10, 2024 that it had issued a notice of redemption in respect of the Debentures, which are expected to be redeemed on July 10, 2024. Holders of the Debentures may choose to convert their Debentures prior to the redemption date or receive a cash payment from the debenture trustee. The Notes bear a cash interest semi-annually at a rate of 3.75% per annum.

The initial conversion rate for the Notes is 151.7220 common shares of Fortuna (the ?Shares?) per USD 1,000 principal amount of Notes, equivalent to a conversion price of approximately USD 6.59 per Share. The conversion rate represents a premium of approximately 30% relative to the closing sale price of the Shares on the NYSE prior to the announcement of the Offering and is subject to adjustment in certain events.