Fortuna Silver Mines Inc. (TSX: FVI)
(NYSE: FSM) 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, 2024 and will expire on the
earlier of:
- May 1, 2025; one calendar year
after the renewal of the share repurchase program;
- the date Fortuna acquires the
maximum number of common shares allowable under the NCIB; or
- the date Fortuna otherwise
determines 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
15,287,201 common shares, being five percent of its outstanding
305,744,039 common shares as of April 26, 2024. 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 158,239 common
shares, of the six-month average daily trading volume of the common
shares on the Toronto Stock Exchange, representing 632,957 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.
In connection with the NCIB, Fortuna has entered
into a share repurchase plan with a broker, which will enable the
broker to purchase common shares on behalf of Fortuna through the
open market in accordance with instructions from management,
provided that Fortuna is not in possession of any material
non-public information or subject to any black-out periods at such
time.
Fortuna’s prior NCIB for the purchase of up to
14,534,581 common shares expires on May 1, 2024. As of April 26,
2024, Fortuna repurchased an aggregate of 1,030,375 common shares
on the open market through the facilities of the NYSE at a
weighted-average price of US$3.4207 per common share, excluding
brokerage fees. The repurchased common shares were subsequently
cancelled.
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 five operating mines in Argentina,
Burkina Faso, Côte d'Ivoire, Mexico, and Peru. 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 | X
| 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 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 Fortuna 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
such as the Séguéla Mine; risks relating to Fortuna’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 Fortuna’s
business operations; changes in national and local government
legislation, taxation, controls, regulations and political or
economic developments in countries in which Fortuna does or may
carry on business; risks associated with war, hostilities or other
conflicts, such as the Ukrainian – Russian conflict and the Israel
– Hamas war, and the impacts such conflicts may have on global
economic activity; risks relating to the termination of Fortuna’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 Fortuna’s exploration, development and operational
activities; risks related to Fortuna’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 Fortuna; 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 possibility that the appeal in respect of the ruling in favour
of Compañia Minera Cuzcatlan S.A. de C.V. reinstating the
environmental impact authorization (the “EIA”) at the San Jose Mine
will be successful; uncertainties relating to general economic
conditions; risks relating to a global pandemic, which could impact
Fortuna’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 Fortuna 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; labour relations
issues; as well as those factors discussed under “Risk Factors” in
Fortuna’s Annual Information Form. Although Fortuna 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 Fortuna’s
current mineral resource and mineral reserve estimates; that
Fortuna’s activities will be conducted in accordance with Fortuna’s
public statements and stated goals; that there will be no material
adverse change affecting Fortuna, its properties or its production
estimates (which assume accuracy of projected head grade, mining
rates, recovery timing, and recovery rate estimates and may be
impacted by unscheduled maintenance, labor and contractor
availability and other operating or technical difficulties); the
duration and effect of global and local inflation; geo- political
uncertainties on Fortuna’s production, workforce, business,
operations and financial condition; the expected trends in mineral
prices, inflation and currency exchange rates; that the appeal
filed in the Mexican Collegiate Court challenging the reinstatement
of the EIA will be unsuccessful; that all required approvals and
permits will be obtained for Fortuna’s business and operations on
acceptable terms; that there will be no significant disruptions
affecting Fortuna's operations and such other assumptions as set
out herein. Forward-looking Statements are made as of the date
hereof and Fortuna 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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