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 Toronto Stock Exchange, the New York Stock
Exchange and/or alternative Canadian trading systems. 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 discretionary 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
Toronto Stock Exchange may be obtained by any shareholder without
charge, by contacting Fortuna’s Investor Relations department at
info@fortunasilver.com.
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 DirectorFortuna Silver Mines Inc.
Investor Relations:
Carlos Baca |
info@fortunasilver.com | 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 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, 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 Séguéla 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 costs 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 relating
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 political
instability and changes 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 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, development 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 Company; 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
successfully 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 COVID-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 the Company for land reclamation;
risks 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 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, 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
material 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 required
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.
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