Fortuna renews share repurchase program
Fortuna renews share repurchase program
Vancouver, April 28, 2023 – Fortuna Silver Mines Inc. (NYSE: FSM) (TSX: FVI) announced today that the
Toronto Stock Exchange has approved the renewal of Fortuna’s 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 T oronto Stock Exchange, the
New York Stock Exchange and/or alternative Canadian trading syste ms. The share repurchase program
starts on May 2, 2023 and will expire on the earlier of:
• May 1, 2024; one calendar year after the initiation of the share repurchase program;
• The date Fortuna acquires the maximum number of common shares allowable under the NCIB; or
• The date 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 repurchase of common shares for cancellation
would be an appropriate use of corporate funds. Pursuant to the NCIB, Fortuna is permitted to repurchase
up to 14,534,581 common shares, being five percent of its outstanding 290,691,634 common shares as of
April 25, 2023. 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 discre tionary cash flow, and capital
funding requirements.
The NCIB will be effected in accordance with the Toronto Stock Exchange’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 Toronto Stock Exchange in connection with the NCIB to no more than 25
percent, representing 179,129 common shares, of the six -month average daily trading volume of the
common shares on the Toronto Stock Exchange, representing 716,518 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.
Fortuna’s prior NCIB for the purchase of up to 14,608,820 common shares expires on May 1, 2023. As of
April 27, 2023, Fortuna repurchased an aggregate of 2,201,404 common shares on the open market at a
weighted-average price of US$2.69 per common share, excluding brokerage fees.
A copy of Fortuna’s notice filed with the T oronto Stock Exchange may be obtained by any shareholder
without charge, by contacting Fortuna’s Investor Relations department at [email protected].
NEWS RELEASE
- 2 -
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] | www.fortunasilver.com | Twitter | LinkedIn | YouTube
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
Statements. The Forward -looking Statements in this news release may include, without limitation, statements relating to
Fortuna’s intention to renew the NCIB 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 will continue to
achieve sustainable financial results and that future results of operations will be consistent with past performance 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 u se 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, operational risks associated
with mining and mineral processing; uncertainty relating to mineral resource and mineral reserve estimates; uncertainty relating
to capital and operating costs, production schedules and economic returns; uncertainties related to new mining operations and
development projects such as the Sé guéla Project, including the possibility that actual capital and operating costs and economic
returns will differ significantly from those estimated for such projects prior to production; uncertainty relating to the cos ts of the
construction, the financing of construction and timing for the completion of the Séguéla Project; risks relating to the Company’s
ability to replace its mineral reserves; risks associated with mineral exploration and project development; uncertainty relat ing to
the repatriation of funds as a result of currency controls; environmental matters including obtaining or renewing environmental
permits and potential liability claims; uncertainty relating to nature and climate conditions; risks associated with politica l
instability and change s to the regulations governing the Company’s business operations; changes in national and local
government legislation, taxation, controls, regulations and political or economic developments in countries in which the Company
- 3 -
does or may carry on business; risks associated with war, hostilities or other conflicts, such as the Ukrainian – Russian conflict, and
the impact it may have on global economic activity; risks relating to the termination of the Company’s mining concessions in
certain circumstances; developing and maintaining relationships with local communities and stakeholders; risks associated with
losing control of public perception as a result of social media and other web -based applications; potential opposition to the
Company’s exploration, develo pment and operational activities; risks related to the Company’s ability to obtain adequate
financing for planned exploration and development activities; property title matters; risks relating to the integration of businesses
and assets acquired by the Com pany; impairments; risks associated with climate change legislation; reliance on key personnel;
adequacy of insurance coverage; operational safety and security risks; legal proceedings and potential legal proceedings; the
ability of the Company to successf ully contest and revoke the resolution issued by SEMARNAT which annuls the extension of the
environmental impact authorization for the San Jose mine; uncertainties relating to general economic conditions; risks relating to
a global pandemic, including COVI D-19, which could impact the Company’s business, operations, financial condition and share
price; competition; fluctuations in metal prices; risks associated with entering into commodity forward and option contracts for
base metals production; fluctuations in currency exchange rates and interest rates; tax audits and reassessments; risks related to
hedging; uncertainty relating to concentrate treatment charges and transportation costs; sufficiency of monies allotted by th e
Company for land reclamation; risk s associated with dependence upon information technology systems, which are subject to
disruption, damage, failure and risks with implementation and integration; risks associated with climate change legislation; 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 f rom
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,
including but not limited to the accuracy of the Company’s current mineral resource and reserve estimates; that the Company’s
activities will be conducted in accordance with the Company’s public statements and stated goals; that there will be no mater ial
adverse change affecting the Company, its properties or its production estimates (which assume accuracy of projected ore grade,
mining rates, recovery timing, and recovery rate estimates and may be impacted by unscheduled maintenance, labour and
contractor availability and other operating or technical difficulties); the duration and effect of global and local inflation; the
duration and impacts of COVID-19 and geo-political uncertainties on the Company’s production, workforce, business, operations
and financial condition; the expected trends in mineral prices, inflation and currency exchange rates; that the Company will be
successful in challenging the annulment of the extension to the San Jose environmental impact authorization; that all require d
approvals and permits will be obtained for the Company’s business and operations on acceptable terms; that there will be no
significant disruptions affecting the Company’s operations and such other assumptions as set out herein. Forward -looking
Statements are made as of the date hereof and the Company disclaims any obligation to update any Forward-looking Statements,
whether 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 from
those anticipated in such statements. Accordingly, investors should not place undue reliance on Forward-looking Statements.