Fortuna Mining source document

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# tmb 20251231xex99d3

Source: https://www.sec.gov/Archives/edgar/data/1341335/000110465926035151/tmb-20251231xex99d3.htm
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EX-99.3
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tmb-20251231xex99d3.htm
EX-99.3
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ MANAGEMENT’S DISCUSSION AND ANALYSIS ​ ​ ​ For the year ended December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of February 18, 2026 ​ ​ ​ ​ ​ ​ ​ Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025 (in US dollars, tabular amounts in millions, except where noted) ​ This Management’s Discussion and Analysis (“MD&A”) of the financial position and results of operations for Fortuna Mining Corp. (the “Company” or “Fortuna”) (TSX: FVI and NYSE: FSM) should be read in conjunction with the audited consolidated financial statements of the Company for the years ended December 31, 2025 and 2024 (the “2025 Financial Statements”), and the related notes thereto which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. For further information on the Company, reference should be made to its public filings, including its annual information form, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar. ​ This MD&A is prepared by management and approved by the Board of Directors as of February 18, 2026. The information and discussion provided in this MD&A covers the year ended December 31, 2025, and where applicable, the subsequent period up to the date of issuance of this MD&A. Unless otherwise noted, all dollar amounts in this MD&A are expressed in United States (“US”) dollars. References to "$" or "US$" in this MD&A are to US dollars and references to C$ are to Canadian dollars. ​ Fortuna has a number of direct and indirect subsidiaries which own and operate assets and conduct activities in different jurisdictions. The terms "Fortuna" or the "Company" are used in this MD&A for simplicity of the discussion provided herein and may include references to subsidiaries that have an affiliation with Fortuna, without necessarily identifying the specific nature of such affiliation. ​ This MD&A contains forward-looking statements. Readers are cautioned as to the risks and uncertainties related to the forward-looking statements, the risks and uncertainties associated with investing in the Company’s securities and the technical and scientific information under National Instrument 43-101 – Standards for Disclosure of Mineral Projects (“NI 43-101”) concerning the Company’s material properties, including information about mineral reserves and resources, which classifications differ significantly from the requirements required by the U.S. Securities and Exchange Commission (“SEC”) as set out in the cautionary note on page 39 of this MD&A. All forward-looking statements are qualified by cautionary notes in this MD&A as well as risks and uncertainties discussed in the Company’s Annual Information Form for fiscal 2024 dated March 22, 2025 and its Management Information Circular dated May 1, 2025, which are available on SEDAR+ and EDGAR. ​ This MD&A uses certain Non-IFRS financial measures and ratios that are not defined under IFRS, including but not limited to: all-in costs, cash cost per ounce of gold; cash cost per ounce of gold equivalent;  all-in sustaining costs; all-in sustaining cash cost per ounce of gold sold; all-in sustaining cash cost per ounce of gold equivalent sold; cash cost per payable ounce of silver equivalent; all-in sustaining cash cost per payable ounce of silver equivalent sold; sustaining capital, growth capital; all-in cash cost per payable ounce of silver equivalent sold; free cashflow and free cashflow from ongoing operations; adjusted net income; adjusted attributable net income, adjusted EBITDA, EBITDA margin, net debt , total net debt to adjusted EBITDA ratio and working capital which are used by the Company to manage and evaluate operating performance at each of the Company’s mines and are widely reported in the mining industry as benchmarks for performance. Non-IFRS financial measures and non-IFRS ratios do not have a standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers. Non-IFRS measures are further discussed in the “Non-IFRS Measures” section on page 25 of this MD&A. ​ Where applicable, the Company has presented operating and financial results for the previous financial periods based on its continuing operations. Contributions from the San Jose and Yaramoko Mines have been removed as they were disposed of during the second quarter of 2025. ​ ​ Fortuna | 2 ​ ​ Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025 (in US dollars, tabular amounts in millions, except where noted) ​ ​ CONTENTS ​ ​ ​ ​ ​ ​ Business O verview 4 Highlights 4 Financial Results 7 Results of Operations 13 Quarterly Information 19 E xploration and Evaluation 20 Liquidity and Capital Resources 21 Financial Instruments 23 Share Position & Outstanding Options & Equity Based Share Units 23 Related Party Transactions 24 Non-I FRS Financial Measures 25 R isks and Uncertainties 37 Critical Accounting Estimates, Assumptions, and Judgements 47 Controls and Procedures 47 Cautionary Statement on Forward-Looking Statements 49 Cautionary Note to United States Investors Concerning Estimates of Reserves and Resources 51 ​ ​ ​ Fortuna | 3 ​ ​ Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025 (in US dollars, tabular amounts in millions, except where noted) ​ BUSINESS OVERVIEW ​ Fortuna is a growth focused Canadian precious metals mining company with operations and projects in South America and West Africa. The Company produces gold, silver, and base metals and generates shared value over the long-term through efficient production, environmental protection, and social responsibility. As at the date of the MD&A, the Company has three operating mines and exploration activities in Argentina, Côte d'Ivoire, Peru, and Mexico as well as the Diamba Sud gold project in Senegal. ​ The Company operates the open pit Lindero gold mine (“Lindero” or the “Lindero Mine”) located in northern Argentina, the underground Caylloma silver, lead, and zinc mine (“Caylloma” or the “Caylloma Mine”) located in southern Peru, and the open pit Séguéla gold mine (“Séguéla”, or the “Séguéla Mine”) located in southwestern Côte d’Ivoire. Each of the Company's producing mines is considered to be a separate reportable segment, along with the Company's corporate stewardship segment. ​ Fortuna is a publicly traded company incorporated and domiciled in British Columbia, Canada. Its common shares are listed on the New York Stock Exchange (“NYSE”) under the trading symbol FSM and on the Toronto Stock Exchange (“TSX”) under the trading symbol FVI. ​ ​ ​ ​ ​ ​ ​ ​ HIGHLIGHTS FOR THE YEAR ENDED DECEMBER 31, 2025 ​ Financial ● Sales were $947.1 million, an increase of 40% from the $677.2 million reported in the year ended December 31, 2024 (“2024”) ● Mine operating income was $466.9 million, an increase of 100% from the $233.4 million reported in 2024 ● Operating income was $408.4 million, an increase of $252.3 million from the $156.1 million in operating income reported in 2024 ● Attributable net income from continuing operations was $269.7 million or $0.88 per share, an increase from attributable net income of $84.5 million or $0.27 per share reported in 2024 ● Adjusted net income (refer to Non-IFRS Financial Measures) was $222.2 million compared to $83.3 million in 2024, representing a 167% increase ● Adjusted EBITDA (refer to Non-IFRS Financial Measures) was $514.0 million compared to $331.1 million reported in 2024, representing a 55% increase ● Free cash flow from ongoing operations (refer to Non-IFRS Financial Measures) was $330.0 million compared to $102.6 million reported in 2024, representing a 222% increase ● Net cash provided by operating activities from continuing operations was $455.4 million, an increase of 93% from the $235.7 million reported in 2024 ​ Operating ● Gold production of 239,915 ounces, a 2% increase from 2024 ● Silver production of 966,108 ounces, a 18% decrease from 2024 ● Lead production of 34,696,351 pounds, a 12% decrease from 2024 ● Zinc production of 50,761,436 pounds, a 2% decrease from 2024 Fortuna | 4 ​ ​ Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025 (in US dollars, tabular amounts in millions, except where noted) ​ ● Consolidated All-in Sustaining Costs (“AISC”) of $1,933 per ounce on a gold equivalent sold basis compared to $1,634 per ounce for 2024. See “Non-IFRS Measures - All-in Sustaining Cash Cost per Ounce of Gold Equivalent Sold” for additional information ​ Health & Safety During the fourth quarter, the Company recorded zero lost time injuries, one restricted work injury, and zero medical treatment injuries over 2.5 million hours worked. At year-end, the lost time injury frequency rate was 0.00 per million hours worked, compared to 0.48 at the end of 2024. The total recordable injury frequency rate at year-end was 0.74 per million hours worked, down from 1.36 at the end of 2024. ​ Environment No serious environmental incidents, no incidents of non-compliance related to water permits, standards, and regulations and no material environmental fines were recorded during the fourth quarter of 2025, as well as throughout the year. ​ Community Engagement During the fourth quarter of 2025, there were no material disputes at any of our sites, as well as throughout the year. We recorded 284 local stakeholder engagement activities during the period, for a total of 1,330 for 2025. These included consultation meetings with local administration and community leaders, participation in ceremonies and courtesy visits. Fortuna | 5 ​ ​ Fortuna Mining Corp. Management’s Discussion and Analysis For the year ended December 31, 2025 (in US dollars, tabular amounts in millions, except where noted) ​ Operating and Financial Highlights From Continuing Operations ​ A summary of the Company’s consolidated financial and operating results for the three and twelve months ended December 31, 2025 and 2024 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, ​ Years ended December 31, Consolidated Metrics ​ 2025   ​ ​ ​ 2024   ​ ​ ​ % Change   ​ ​ ​ 2025 ​ 2024 ​ % Change Selected highlights ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gold ​ ​ ​ ​ ​ ​ &#8

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