6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2020

Commission File Number 001-35297

Fortuna Silver Mines Inc.

(Translation of registrant’s name into English)

200 Burrard Street, Suite 650, Vancouver, British Columbia, Canada V6C 3L6

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

FORM 20-F   ¨         FORM 40-F  þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation

S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation

S-T Rule 101(b)(7):  ¨

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

      Date: May 29, 2020 Fortuna Silver Mines Inc. (Registrant)   By:  /s/  "Jorge Ganoza Durant" Jorge Ganoza Durant President and CEO              

Exhibits:

99.1       Material Change Report dated May 29, 2020

EX-99.1

Exhibit 99.1 

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1:	Name and Address of Company
	Fortuna Silver Mines Inc. (“Fortuna” or the “Company”) 200 Burrard Street, Suite 650 Vancouver, BC V6C 3L6
Item 2:	Date of Material Change
	May 20, 2020
Item 3:	News Release
	A news release announcing the material change referred to in this report was disseminated on May 20, 2020 through Globe Newswire and a copy has been filed under Fortuna’s profile on SEDAR.
Item 4:	Summary of Material Change
	On May 20, 2020, Fortuna completed its previously announced bought deal equity offering (the “Offering”). The Company issued a total of 23,000,000 common shares of the Company (the “Shares”) at a price of US$3.00 per Share for gross proceeds to Fortuna of US$69,000,000, which includes the exercise, in full, of an over-allotment option of 3,000,000 Shares (the “Over-Allotment Option”) granted to the Underwriters (as defined below).
Item 5:	Full Description of Material Change
	On May 20, 2020, Fortuna completed its previously announced Offering of Shares. The Company issued a total of 23,000,000 Shares at a price of US$3.00 per Share for gross proceeds of US$69,000,000, which includes the exercise, in full, of the Over-Allotment Option. The Offering was conducted through a syndicate of underwriters led by Scotiabank and BMO Capital Markets, including PI Financial, CIBC Capital Markets and National Bank Financial (collectively, the “Underwriters”). The Offering, including the qualification of the Over-Allotment Option, was made pursuant to a prospectus supplement to the Company’s final base shelf prospectus dated April 29, 2020 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 Company intends to use the net proceeds from the Offering to fund remaining construction and preproduction related expenditures at its Lindero gold project in Argentina and for general working capital purposes.
Item 6:	Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
	Not applicable.

2

Item 7:	Omitted Information
	Not applicable.
Item 8:	Executive Officer
	For further information, please contact Jorge Ganoza Durant, President and Chief Executive Officer of Fortuna, at (604) 484-4085.
Item 9:	Date of Report
	May 29, 2020