Fortuna Silver Mines Inc. (NYSE: FSM) (TSX: FVI)
(“
Fortuna” or the “
Company”) is
pleased to announce the full exercise and closing of the
over-allotment option (“
Over-Allotment Option”)
granted to CIBC Capital Markets, Scotiabank and BMO Capital Markets
(collectively, the “
Underwriters”). The
Company issued and sold to the Underwriters an additional US$6
million aggregate principal amount of 4.65% senior subordinated
unsecured convertible debentures (the “
Additional
Debentures”) pursuant to the exercise of the
Over-Allotment Option, in connection with the Company’s bought deal
offering that closed on October 2, 2019, for an aggregate principal
amount of US$40 million 4.65% senior subordinated unsecured
convertible debentures (the “
Offering”).
Pursuant to the exercise of the Over-Allotment
Option, Fortuna today issued 6,000 Additional Debentures to the
Underwriters at a price of US$1,000 per Additional Debenture for
additional gross proceeds to the Company of US$6 million, bringing
the total aggregate gross proceeds to Fortuna under the Offering to
US$46 million.
The Additional Debentures mature on October 31,
2024 and bear interest at a rate of 4.65% per annum, payable
semi-annually in arrears on the last business day of April and
October in each year, commencing on April 30, 2020. The Additional
Debentures are convertible at the holder’s option into common
shares in the capital of the Company (“Common
Shares”) at a conversion price of US$5.00 per share (the
“Conversion Price”), representing a conversion
rate of 200 Common Shares per US$1,000 principal amount of
Additional Debentures, subject to adjustment in certain
circumstances.
Subject to certain exceptions in connection with
a change of control of the Company, the Additional 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
Additional Debentures may be redeemed in whole or in part from time
to time at the Company’s option at a price 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 at least 125% of the Conversion Price. On and after October 31,
2023, the Additional Debentures may be redeemed in whole or in part
from time to time at the Company’s option at a price equal to their
principal amount plus accrued and unpaid interest regardless of the
trading price of the Common Shares.
The Offering, including the qualification of the
Over-Allotment Option, was made pursuant to a short form prospectus
dated September 25, 2019, filed in each of the provinces of Canada,
except Québec, and in the United States on a private placement
basis pursuant to an exemption from the registration requirements
of the United States Securities Act of 1933, as amended (the
“U.S. Securities Act”), and certain other
jurisdictions.
The Company will use the net proceeds from the
Offering, including the additional proceeds received pursuant to
the exercise of the Over-Allotment Option, for working capital in
relation to the start-up of the Lindero project and for general
working capital purposes.
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.
About Fortuna Silver Mines
Inc.
Fortuna is a growth oriented, precious metals
producer focused on mining opportunities in Latin America.
The Company’s primary assets are the Caylloma silver mine in
southern Peru, the San Jose silver-gold mine in Mexico and the
Lindero gold project, currently under construction, in
Argentina. The Company is selectively pursuing acquisition
opportunities throughout the Americas and in select other areas.
For more information, please visit our website at
www.fortunasilver.com.
ON BEHALF OF THE BOARD
Jorge A. Ganoza President, CEO and
DirectorFortuna Silver Mines Inc.
Trading symbols: NYSE: FSM | TSX: FVI
Investor Relations:
Carlos BacaT (Peru): +51.1.616.6060, ext. 0E:
info@fortunasilver.com
The Toronto Stock Exchange and the New York
Stock Exchange have not reviewed and do not accept responsibility
for the accuracy or adequacy of this news release, which has been
prepared by management.
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 include, without limitation, statements about
the anticipated use of its net proceeds. 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”, “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, 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 commencement of
commercial production; changes in general economic conditions and
financial markets; changes in prices for silver, gold and other
metals; technological and operational hazards in Fortuna’s mining
and mine development activities; risks inherent in mineral
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
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.
The Company believes that the assumptions and
expectations reflected in the forward looking information contained
in this news release are reasonable, but undue reliance should not
be placed on them because the Company can give no assurance that
they will prove to be correct. Since statements in respect of
forward looking information address future events and conditions,
by their very nature they involve inherent risks and uncertainties.
The forward 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 forward looking information,
whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws.
Fortuna Mining (NYSE:FSM)
Historical Stock Chart
From Aug 2024 to Sep 2024
Fortuna Mining (NYSE:FSM)
Historical Stock Chart
From Sep 2023 to Sep 2024