Fortuna announces US$40 million bought deal financing
Fortuna announces US$40 million bought deal financing
Vancouver, September 10, 2019 -- Fortuna Silver Mines Inc. (NYSE: FSM) (TSX:FVI) (“Fortuna” or the
"Company") today announced that it has entered into an agreement with a syndicate of underwriter s
(the “Underwriters”), co-led by CIBC Capital Markets and Scotiabank, who have agreed to purchase, on a
"bought deal" basis, US$40,000,000 aggregate principal amount o f senior subordinated unsecured
convertible debentures (the “Debentures”), at a price of US$1,000 per Debenture (the “Offering”).
The Company has also granted the Underwriters an over- allotment option to purchase up to an
additional US$6,000,000 aggregate principal amount of Debentures at the same price as the Offering.
This over-allotment option is exercisable in whole or in part, at the sole discretion of the Underwriters,
at any time until and including 30 days following the closing of the Offering.
The Debentures will mature October 31, 2024 (the “Maturity Date”) and will bear interest a t an annual
rate of 4.65% payable semi- annually in arrears on the last day of April and October in each year,
commencing April 30, 2020. At the holder’s option, the Debentures may be converted into common
shares of the Company (“Common Shares”) at an y time prior to the close of business on the earlier of
the last business day immediately preceding the Maturity Date and the date fixed for redemption. The
conversion price will be US$ 5.00 per Common Share (the “Conversion Price”), subject to adjustment in
certain circumstances.
The Debentures will not be redeemable by the Company prior to October 31, 2022. On or after October
31, 2022 and prior to October 31, 2023, the Debentures may be redeemed in whole or in part from time
to time at the Company’s option at a pric e equal to their principal amount plus accrued and unpaid
interest, provided that the volume weighted average trading price of the Common Shares on the NYSE
for the 20 consecutive trading days ending on the fifth trading day preceding the date on which the
notice of the redemption is given is not less than 125% of the Conversion Price. On and after October 31,
2023, the Debentures may be redeemed in whole or i n part from time to time at the Company’s option
at a price equal to their principal amou nt plus ac crued and unpaid interest regardless of the trading
price of the Common Shares.
The Company will use the net proceeds from the Offering for working capital in relation to the start -up
of the Lindero project and for general working capital purposes.
The Debentures to be issued under the Offering will be offered by way of a short form prospectus in
each of the provinces of Canada, except Québec, and may be offered in the United States on a private
placement basis pursuant to an e xemption from the re gistration requirements of the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), and certain other jurisdictions.
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This news release does not constitute an offer of securities for sale in the United States. The securities
have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in
the United States or to a U.S. person (as defined in Regulation S under the U.S. Securities Act) absent
registration or an applicable exemption from the registration requirements of the U.S. Securities Act.
The Offering is expected to close on or about October 2 , 2019. Completion of the Offering is subject to
certain conditions, including, without limitation, the receipt of all necessary regulatory approv als,
including the approval of the Toronto Stock Exchange and the New York Stock Exchange.
About Fortuna Silver Mines Inc.
Fortuna is a growth oriente d, precious metals producer focused on mining opportunities in Latin
America. Our primary assets are th e Caylloma silver Mine in southern Peru, the San Jose silver- gold
Mine in Mexico and the Lindero gold Project, currently under construction, in Argentin a. The Company
is selectively pursuing acquisition opportunities throughout the Ameri cas and in select ot her areas. For
more information, please visit our website at www.fortunasilver.com.
ON BEHALF OF THE BOARD
Jorge A. Ganoza
President, CEO and Director
Fortuna Silver Mines Inc.
For further information contact Fortuna Investor Relations:
Carlos Baca
Investors Relations Manager
T (Peru): +51.1.616.6060, ext. 0
The Toronto Stock Exchange and the New York Stock Exchange have not revi ewed and do not accept
responsibility for the accuracy o r adequacy of this ne ws release, which has be en prepared by
management.
Forward Looking Information
This news release contains forward looking statements which constitute “forward looking informat ion” within the
meaning of applicable Canadian securities legislation and “forw ard looking statem ents” 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 F orward looki ng
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 refl ected in the Forward looking Statements. The Forward looking
Statements in this news rele ase include, without limitation, statements about t he closing of the Offering, the
anticipated use of its net proceeds and the ability to obtain the necessary regulato ry authority and approvals to
complete the Offering. Often, but not always, t hese Forward looki ng Statements can be identified by the use of
words such as “estimated”, “potential”, “open”, “future”, “assumed”, “projected”, “used”, “detailed”, “has been”,
“gain”, “p lanned”, “reflecting”, “will”, “containing”, “remaining”, “to be”, or statements that events, “could” or
“should” occur or be achieved and similar expressions, including negative variations.
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Forward looking Statements involve known and unknown risks, unc ertainties and other factors which may cause
the actu al results, per formance or achiev ements of the Company to be materially differ ent from any results,
performance or achievements expressed or implied by the Forward looking Statements. Such unc ertainties and
factors include, among others, the closing of the Offering could be delayed if the Company is not able to obtain the
necessary regulatory approvals on the timelines it has planned; the Offering may not complete at all if these
approvals are not obtained or some other condition to the closing is not satisfied, whether the Company’s activities
at its properties will proceed as planned; delays in construction at the Lindero Project; delays in commissioning of
the mine at Lindero; delays in the co mmencement of commercial production; changes in general economic
conditions and financi al markets; changes in prices for silver, gold and ot her metals; technological and operational
hazards in Fortuna’s mining and mine development activities; risks inher ent in min eral exploration; uncertainties
inherent in the estimation of mineral reserves, mineral resources, and metal recoveries; governmental and other
approvals; political unrest or instability in countries where Fortuna is active; labor relations issues; as well as those
factors discussed under “Risk Factors” in the Company's Annual Information Fo rm. 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 o r results to
differ from those anticipated, estimated or intended.
The Company believes that t he assumptions and expectations reflected in the forward looking informati on
contained in this news release are reasonable, but undue reliance should not be placed on th em because the
Company can give no assurance that they will prove to be correct. Since statements in respect o f forward looking
information address future events a nd conditions, by their very nature they involve inherent risks and uncertainties.
The forwar d looking information contained in this news release is made as of the date hereof and the Company
undertakes no obligation to update publicly or revise any fo rward looking information, whether as a result of new
information, future events or otherwise, unless so required by applicable securities laws.