Fortuna Announces Offering of Convertible Senior Notes
Fortuna Announces Offering of Convertible Senior Notes
Vancouver, June 5, 20 24 – Fortuna Silver Mines Inc. (TSX: FVI) (NYSE: FSM) (“Fortuna” or the
“Company”) announces that it is offering convertible senior notes due 2029 (the “Notes”) in an
aggregate principal amount of US$150 million (the “Offering”). The Company expects to grant the initial
purchasers of the Notes an option for a period of 15 days to purchase up to an additional US$22.5
million aggregate principal amount of Notes.
The Company in tends to use the net proceeds from the Offering to repay 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, to the ex tent that such debentures are
not converted into shares prior to the redemption date.
Immediately prior to the closing of the Offering, the Company intends to issue a notice of redemption in
respect of the existing d ebentures. Holders of the existing d ebentures may choose to convert their
debentures prior to the redemption date or receive a cash payment from the debenture trustee.
The interest rate and the initial conversion rate of the Notes will be determined by Fortuna and the
initial purchasers and will depend on market conditions at the time of pricing of the Offering. The Notes
will bear cash interest semi-annually at a fixed rate and be convertible by holders into the capital of the
Company (the “Shares”).
Fortuna will have the right to redeem the Notes in certain circumstances and holders will have the right
to require Fortuna to repurchase their Notes upon the occurrence of certain events.
The Notes and the Shares issuable upon the conversion thereof have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or qualified by a prospectus in
Canada. The Notes and the Shares may not be offered or sold in the United States absent registration
under the Securities Act or an applicable exemption f rom registration under the Securities Act. The
Notes will be offered only to “qualified institutional buyers” (as defined in Rule 144A under the
Securities Act) and outside the United States to non -U.S. persons in compliance with Regulation S under
the Sec urities Act. Offers and sales in Canada will be made only pursuant to exemptions from the
prospectus requirements of applicable Canadian provincial securities laws.
This news release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other
securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes
or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
NEWS RELEASE
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About Fortuna Silver Mines Inc.
Fortuna Silver Mines Inc. is a Canadian precious metals mining company with five operating mines in
Argentina, Burkina Faso, Côte d ’Ivoire, Mexico, and Peru. Sustainability is integral to all our operations
and relationships. We produce gold and s ilver and generate shared value over the long -term for our
stakeholders through efficient production, environmental protection, and social responsibility.
ON BEHALF OF THE BOARD
Jorge A. Ganoza
President, CEO, and Director
Fortuna Silver Mines Inc.
Investor Relations:
Carlos Baca | [email protected]
Forward-looking Statements
This news release contains forward -looking statements which constitute “forward -looking information” within the meaning of
applicable Canadian securities legislation and “forward -looking statements” within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995 (collectively, “Forward -looking Statements”). All statements included
herein, other than statements of historical fact, are Forward -looking Statements and are subject to a variety of known and
unknown risks and uncertainties which could cause actual events or results to differ materially from those reflected in the
Forward-looking S tatements. The Forward -looking Statements in this news release include, without limitation, statements
relating to the Offering, the option to purchase additional Notes , if any, the terms of the Notes , the anticipated redemption
of the Debentures and the anticipated use of proceeds . These Forward -looking Statements are based on certain assumptions
that Fortuna has made in respect thereof as at the date of this news release. Often, but not always, these Forward -looking
Statements can be identified by the use of words such as “estimated”, “potential”, “open”, “future”, “assumed”, “projected”,
“used”, “detailed”, “has been”, “gain”, “planned”, “reflecting”, “will”, “anticipated”, “estimated” “containing”, “remaining”, “to
be”, or statements that events, “could” or “should” occur or be achieved and similar expressions, including negative variations.
Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Fortuna to be materially different from any results, performance or achievements
expressed or implied by the Forward -looking Statements. Such uncertainties and factors include, without limitation , risks
relating to the need to satisfy the conditions expected to be set forth in the purchase agreement for the Notes ; the need to
satisfy regulatory and legal requirements with respect to the Offering; as well as those factors discussed under “Risk Factors” in
Fortuna’s Annual Information Form for the fiscal year ended December 31, 2023 , a copy of which can be found on the
Company’s profile on the SEDAR+ website at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar . Although Fortuna has
attempted to identify important factors that could cause actual actions, events or r esults to differ materially from those
described in Forward -looking Statements, there may be other factors that cause actions, events or results to differ from those
anticipated, estimated or intended.
Forward-looking Statements contained herein are based on the assumptions, beliefs, expectations and opinions of management
and such other assumptions as set out herein. Forward -looking Statements are made as of the date hereof and Fortuna
disclaims any obligation to update any Forward -looking Statements, whe ther as a result of new information, future events or
results or otherwise, except as required by law. There can be no assurance that these Forward -looking Statements will prove to
be accurate, as actual results and future events could differ materially fr om those anticipated in such statements. Accordingly,
investors should not place undue reliance on Forward-looking Statements.