An aggregate of up to 15,227,869 common shares, representing five percent of the Company's outstanding 304,557,387 common shares as of April 10, 2026, have been authorized for repurchase commencing on May 4, 2026. The timing, number and value of any common shares repurchased will depend on a variety of factors, including current market price, general business and market conditions and applicable legal requirements.
Under the NCIB, repurchases can be made from time to time through the facilities of the New York Stock Exchange ("NYSE") using a variety of methods, including open market purchases, as well as by any other means permitted by the U.S. Securities and Exchange Commission and subject to other applicable legal requirements.
Any common shares purchased under the NCIB will be cancelled. The NCIB starts on May 4, 2026 and will expire on the earlier of:
May 3, 2027; one calendar year after the renewal of the share repurchase program;
the date Fortuna acquires the maximum number of common shares allowable under the NCIB; or
the date on which Fortuna otherwise determines not to make any further repurchases under the NCIB.
In connection with the NCIB, Fortuna has entered into a share repurchase plan ("ISPP") with a designated broker, which allows the broker to purchase common shares on behalf of Fortuna through the open market in accordance with instructions from Management, provided that Fortuna is not in possession of any material non-public information or subject to any black-out periods at such time.
Fortuna has also entered into an automatic share purchase plan ("ASPP") with the same designated broker which allows the Company to repurchase common shares under the NCIB when it would ordinarily not be permitted to due to regulatory restrictions and customary blackout periods. Pursuant to the ASPP, Fortuna will provide instructions during non-blackout periods to its designated broker, which may not be varied or suspended during the blackout period. Purchases by Fortuna's designated broker will be in accordance with applicable stock exchange rules and securities laws and the terms of the ASPP. All purchases made under the ASPP and ISPP are included in calculating the number of common shares purchased under the NCIB.
Fortuna believes that from time to time, its common shares trade at market prices that do not adequately reflect their underlying value. As a result, depending upon future price movements and other factors, Fortuna's Board of Directors believes that the repurchase of common shares for cancellation would represent an appropriate use of corporate funds.
The actual number of common shares to be purchased, and the timing of any such purchases, will be determined by Fortuna based on a number of factors, including Fortuna's financial performance and flexibility within its financial guardrails, the availability of discretionary cash flow, and capital funding requirements. The ASPP and NCIB do not obligate the Company to acquire any particular number of common shares, and the ASPP may be suspended or discontinued at any time at the Company's discretion.
The NCIB will be commenced pursuant to ...
