Fortuna announces share repurchase program
Fortuna announces share repurchase program
Vancouver, April 28 , 20 22 – Fortuna Silver Mines Inc. (NYSE: FSM) (TSX: FVI) ("Fortuna" or the
"Company") announced today the acceptance by the Toronto Stock Exchange (the "TSX") of Fortuna's
notice to commence a normal course issuer bid (the "NCIB") to purchase up to five percent of its
outstanding common shares.
Under the NCIB, purchases of common shares may be made through the facilities of the TSX, the New
York Stock Exchange and/or alternative Canadian trading systems, commencing on May 2, 2022 and
expiring on the earlier of May 1, 2023 and the date on which Fortuna has acquired the maximum number
of common shares allowable under the NCIB or the date on which Fortuna otherwise decides not to make
any further repurchases under the NCIB.
Fortuna believes that from time to time, its common shares trade at market prices that may not
adequately reflect their underlying value. As a result, depending upon future price movements and other
factors, the Board of Directors of Fortuna believes that the purchase of the Shares would be an
appropriate use of corporate funds. Pursuant to the NCIB, Fortuna is permitted to repurchase up to
14,608,820 common shares, being five percent of its outstanding 292,176,418 common shares as at April
27, 2022. Common shares purchased under the NCIB will be cancelled.
The actual number of common shares that may 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 in the context of its financial guardrails, the availability of discretionary cash flow and capital
funding requirements.
The NCIB will be effected in accordance with the TSX's normal course issuer bid rules and/or Rule 10b-18
under the U.S. Securities Exchange Act of 1934, as amended, which contain restrictions on the number of
common shares that may be purchased on a single day, subject to certain exceptions for block purchases,
based on the average daily trading volumes of Fortuna's common shares on the applicable exchange.
Subject to exceptions for block purchases, Fortuna will limit daily purchases of common shares on the TSX
in connection with the NCIB to no more than 25 percent (276,196 common shares) of the six -month
average daily trading volume of the common shares on the TSX (1,104,784 common shares) during any
trading day.
Purchases under the NCIB will be made through open market purchases at market price, as well as by
other means as may be permitted under applicable securities laws, including private agreements. Any
purchases made by private agreement und er an issuer bid exemption order issued by a securities
regulatory authority will be at a discount to the prevailing market price as provided in any such exemption
order.
A copy of Fortuna's notice filed with the TSX may be obtained by any shareholder without charge, by
contacting the Company's Investor Relations representative.
NYSE: FSM | TSX: FVI
www.fortunasilver.com NEWS RELEASE
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About Fortuna Silver Mines Inc.
Fortuna Silver Mines Inc. is a Canadian precious metals mining company with four operating mines in
Argentina, Burkina Faso, Mexico and Peru, and a fifth mine under construction in Côte d'Ivoire.
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. For more information, please visit our website.
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 F orward-looking
Statements. The Forward -looking Statements in this news release may include, without limitation, statements relating to
Fortuna's intention in respect of NCIB purchases and the timing, methods and quantity of any purchases of common shares under
the NCIB. These forward-looking statements are based on certain assumptions that Fortuna has made in respect thereof as at the
date of this news release, including: prevailing commodity prices, margins and exchange rates, that Fortuna's businesses wi ll
continue to achieve sustainable financial results and that future results of operations will be consistent with past performa nce
and management expectations in relation thereto, the availability of cash for repurchases of common shares under the NCIB, and
compliance with applicable laws and regulations pertaining to an NCIB. 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 the Company to be materially different from any results, performance or achievements expressed
or implied by the Forward-looking Statements. Such uncertainties and factors include, among others, changes in general economic
conditions and financial markets; the impact of the COVID -19 pandemic on the Company’s mining operations and construction
activities; the duration and impacts of COVID -19 on the Company’s production, workforce, business, operations and financial
condition, and the risks relating to a global pandemic, which unless contained could cause a slowdown in global economic growth;
uncertainties related to the impacts of COVID -19 which may include: changing market conditions, changing restrictions on the
mining industry in the countries in which the Company operates, the ability to operate as a result of government imposed
restrictions, including r estrictions on travel, the transportation of concentrates and doré, access to refineries, the impact of
additional waves of the pandemic or increases of incidents of COVID-19 in the countries in which we operate; the duration of any
suspension of operations at the Company’s mines as a result of COVID-19 which may affect production and the Company’ business
operations and financial condition; the risks associated with the completion of the business combination with Roxgold, including
the ability of the Company to successfully consolidate functions, integrate operations, procedures and personnel; changes in prices
for gold, silver and other metals; changes in the prices of key supplies; technological and operational hazards in Fortuna’s mining
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and mine development activities; risks inherent in mineral exploration; the ability of the current exploration programs to identify
and or expand mineral resources; operational risks in exploration and development; delays or changes in plans with respect to
exploration or development projects including the construction of the mine at the Séguéla Project; uncertainties inherent in the
estimation of mineral reserves, mineral resources, and metal recoveries; changes to current estimates of mineral reserves and
resources; changes to production and cost estimates; governmental and other approvals; changes in government, political unrest
or instability in countries where Fortuna is active; fluctuations in currencies and exchange rates; the imposition of capital control
in countries in which the Company operates; labor relations issues; as well as those factors discussed under “Risk Factors” in the
Company's Annual Information Form. Although the Company has attempted to identify important factors that could cause actual
actions, events or results 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.