0001104659-21-042985.txt : 20210329 0001104659-21-042985.hdr.sgml : 20210329 20210329130354 ACCESSION NUMBER: 0001104659-21-042985 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20210329 FILED AS OF DATE: 20210329 DATE AS OF CHANGE: 20210329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORTUNA SILVER MINES INC CENTRAL INDEX KEY: 0001341335 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35297 FILM NUMBER: 21780749 BUSINESS ADDRESS: STREET 1: 200 BURRARD ST STREET 2: SUITE 650 CITY: VANCOUVER STATE: A1 ZIP: V6C 3L6 BUSINESS PHONE: 604-484-4085 MAIL ADDRESS: STREET 1: 200 BURRARD ST STREET 2: SUITE 650 CITY: VANCOUVER STATE: A1 ZIP: V6C 3L6 6-K 1 tm2111213d1_6k.htm FORM 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 March 2021

 

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.

 

  Fortuna Silver Mines Inc.
  (Registrant)
     
Date: March 29, 2021 By: /s/ “Jorge Ganoza Durant
    Jorge Ganoza Durant
    President and CEO

 

 

Exhibits:

 

99.1       News release dated March 26, 2021

99.2       News release dated March 26, 2021

99.3       News release dated March 29, 2021

99.4      Code of Business Conduct and Whistle-Blower Policy

 

 

 

 

 

EX-99.1 2 tm2111213d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

A picture containing text

Description automatically generated

NYSE: FSM | TSX: FVI
www.fortunasilver.com

 

 

 

NEWS RELEASE

 

 

 

 

Fortuna Updates Mineral Reserves and Mineral Resources

 

Vancouver, March 26, 2021-- Fortuna Silver Mines, Inc. (NYSE: FSM) (TSX: FVI) is pleased to report updated Mineral Reserve and Mineral Resource estimates as of December 31, 2020 for its three mines in Latin America, the San Jose Mine located in Mexico, the Caylloma Mine located in Peru, and the Lindero Mine located in Argentina.

 

Jorge A. Ganoza, President and CEO, commented: “Reserves and resources at our mines were impacted by a combination of production-related depletion and the suspension of our 2020 exploration programs in response to COVID-19 constraints, which reduced the Company´s ability to replace mined material.” Mr. Ganoza continued, “Now that the capital-intensive phase at Lindero is over, we look forward to re-energizing our Brownfields exploration program with a robust consolidated budget of US$16 million which includes over 53,000 meters of diamond drilling aimed at expanding current resources at San Jose and Caylloma.”

 

Highlights of Mineral Reserve and Mineral Resource Update

 

Silver Mines

 

·Combined Proven and Probable Mineral Reserves for the Caylloma and San Jose mines are reported at 5.3 Mt containing 28.8 Moz silver and 170 koz gold, representing a year-over-year decrease of 23 percent on both contained silver and gold ounces

 

·Combined Inferred Mineral Resources for the Caylloma and San Jose mines are reported at 7.2 Mt containing an estimated 28.5 Moz silver and 152 koz gold, reflecting a year-over-year decrease of 8 and 10 percent in contained silver and gold ounces, respectively

 

Gold Mine

 

·Lindero Proven and Probable Mineral Reserves are reported at 82.7 Mt containing 1.6 Moz of gold, reflecting a four percent decrease in contained gold ounces since March 31, 2019. Inferred Resources are reported at 30.4 Mt containing 412 koz of gold, reflecting an increase of 289 percent in contained gold ounces

 

 

 

 -2- 

 

2020 Mineral Reserves and Mineral Resources

  

Mineral Reserves - Proven and Probable         Contained Metal
Property Classification Tonnes (000)

Ag

(g/t)

Au

(g/t)

Pb

(%)

Zn

(%)

Ag (Moz)

Au

(koz)

Silver

Mines

Caylloma, Peru Proven 131 150 0.56 2.27 2.28 0.6 2
Probable 1,532 105 0.26 2.67 3.65 5.2 13
Proven + Probable 1,662 108 0.28 2.64 3.54 5.8 15
San Jose, Mexico Proven 61 165 1.10 N/A N/A 0.3 2
Probable 3,528 200 1.35 N/A N/A 22.7 153
Proven + Probable 3,589 200 1.34 N/A N/A 23.0 155
Total Proven + Probable 5,251 171 1.01 N/A N/A 28.8 170

Gold

Mine

Lindero, Argentina Proven 26,718 N/A 0.72 N/A N/A 0.0 622
Probable 55,940 N/A 0.57 N/A N/A 0.0 1,027
Proven + Probable 82,658 N/A 0.62 N/A N/A 0.0 1,649
Total Proven + Probable 28.8 1,819

 

 

Mineral Resources - Measured and Indicated          Contained Metal
Property Classification Tonnes (000)

Ag

(g/t)

Au

(g/t)

Pb

(%)

Zn

(%)

Ag (Moz)

Au

(koz)

Silver

Mines

Caylloma, Peru Measured 529 106 0.37 1.92 3.37 1.8 6
Indicated 1,611 96 0.26 1.74 3.36 5.0 14
Measured + Indicated 2,140 99 0.29 1.78 3.36 6.8 20
San Jose, Mexico Measured 42 120 0.91 N/A N/A 0.2 1
Indicated 913 97 0.68 N/A N/A 2.8 20
Measured + Indicated 955 98 0.69 N/A N/A 3.0 21
Total Measured + Indicated 3,095 98 0.41 N/A N/A 9.8 41

Gold

Mine

Lindero, Argentina Measured 2,520 N/A 0.55 N/A N/A 0.0 45
Indicated 33,070 N/A 0.46 N/A N/A 0.0 487
Measured + Indicated 35,590 N/A 0.46 N/A N/A 0.0 532
Total Measured + Indicated 9.8 573

 

 

 

 -3- 

 

 

Mineral Resources – Inferred           Contained Metal
Property Classification Tonnes (000)

Ag

(g/t)

Au

(g/t)

Pb

(%)

Zn

(%)

Ag (Moz)

Au

(koz)

Silver

Mines

Caylloma, Peru Inferred 3,751 122 0.40 2.70 4.08 14.7 49
San Jose, Mexico Inferred 3,452 124 0.93 N/A N/A 13.8 104
Total Inferred 7,203 123 0.66 N/A N/A 28.5 152

Gold

Mine

Lindero, Argentina Inferred 30,400 N/A 0.42 N/A N/A 0.0 412
Total Inferred 28.5 564

Notes:

1.Mineral Reserves and Mineral Resources are as defined by the 2014 CIM Definition Standards for Mineral Resources and Mineral Reserves
2.Mineral Resources are exclusive of Mineral Reserves
3.Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability
4.Factors that could materially affect the reported Mineral Resources or Mineral Reserves include; changes in metal price and exchange rate assumptions; changes in local interpretations of mineralization; changes to assumed metallurgical recoveries, mining dilution and recovery; and assumptions as to the continued ability to access the site, retain mineral and surface rights titles, maintain environmental and other regulatory permits, and maintain the social license to operate
5.Mineral Resources and Reserves are estimated as of June 30, 2020 and reported as of December 31, 2020 taking into account production-related depletion for the period through December 31, 2020
6.Mineral Reserves for the San Jose Mine are based on underground mining within optimized stope designs using an estimated NSR break-even cut-off grade of US$69.47/t, equivalent to 120 g/t Ag Eq based on assumed metal prices of US$21/oz Ag and US$1,600/oz Au; estimated metallurgical recovery rates of 91% for Ag and 90% for Au and mining costs of US$34.92/t; processing costs of US$17.10/t; and other costs including distribution, management, community support and general service costs of US$17.44/t based on actual operating costs. Mining recovery is estimated to average 93% and mining dilution 11%. Mineral Resources are reported at a 100 g/t Ag Eq cut-off grade based on the same parameters used for Mineral Reserves and a 15% upside in metal prices. Proven + Probable Reserves include 1.9 Mt containing 14 Moz of silver and 83 koz of gold reported at a 123 g/t Ag Eq cut-off grade and Inferred Resources totaling 2.5 Mt containing 9.7 Moz of silver and 70 koz of gold reported at a 100 g/t Ag Eq cut-off grade located in the Taviche Oeste concession and subject to a 2.5% royalty
7.Mineral Reserves for the Caylloma Mine are reported above NSR breakeven cut-off values based on underground mining methods including; mechanized (breasting) at US$ 83.37/t; mechanized (enhanced) at US$ 81.66/t; semi-mechanized at US$ 90.19/t; and a conventional method at US$173.74/t; using assumed metal prices of US$21/oz Ag, US$1,600/oz Au, US$2,000/t Pb and US$2,270/t Zn; metallurgical recovery rates of 83% for Ag, 42% for Au, 91% for Pb and 90% for Zn with the exception of the Ramal Piso Carolina vein that uses a metallurgical recovery rate of 75% for Au. Mining, processing and administrative costs used to determine NSR cut-off values were estimated based on actual operating costs incurred from July 2019 through June 2020. Mining recovery is estimated to average 95% with average mining dilution ranging from 13% to 32% depending on the mining methodology. Mineral Resources are reported at an NSR cut-off grade of US$65/t for veins classified as wide (Animas, Animas NE, Nancy, San Cristobal) and US$135/t for veins classified as narrow (all other veins) based on the same parameters used for Mineral Reserves, and a 15% upside in metal prices
8.Mineral Reserves for Lindero are reported based on open pit mining within a designed pit shell based on variable gold cut-off grades and gold recoveries by metallurgical type. Met type 1 cut-off 0.27 g/t Au, recovery 75.4%; Met type 2 cut-off 0.26 g/t Au, recovery 78.2%; Met type 3 cut-off 0.26 g/t Au, recovery 78.5%; and Met type 4 cut-off 0.27 g/t Au, recovery 68.5%. Mining recovery is estimated to average 100% and mining dilution 0%. The cut-off grades and pit designs are considered appropriate for long term gold prices of US$1,600/oz, estimated mining costs of US$1.11 per tonne of material, total processing and process G&A costs of US$6.21 per tonne of ore, and refinery costs net of pay factor of US$6.50 per ounce gold. Lindero Mineral Reserves are restricted to a maximum heap leach capacity of 84.2 Mt. Reported Proven Reserves include 2.6 Mt averaging 0.55 g/t Au of stockpiled material. Lindero Mineral Resources are reported within the same conceptual pit shell above a 0.2 g/t Au cut-off grade based on the same parameters used for Mineral Reserves and a 15% upside in metal prices
9.Eric Chapman, P. Geo. (APEGBC #36328) is the Qualified Person for Mineral Resources and Amri Sinuhaji (APEGBC #48305) is the Qualified Person for Mineral Reserves, both being employees of Fortuna Silver Mines Inc.
10.N/A = Not Applicable
11.Totals may not add due to rounding

 

 

 

 -4- 

 

San Jose Mine, Mexico

 

As of December 31, 2020, the San Jose Mine has Proven and Probable Mineral Reserves of 3.6 Mt containing 23.0 Moz of silver and 155 koz of gold, in addition to Inferred Resources of 3.5 Mt containing a further 13.8 Moz of silver and 104 koz of gold.

 

Year-over-year, Mineral Reserves decreased 9 percent in terms of tonnes, 25 percent in contained silver and 24 percent in contained gold ounces after net changes resulting from production-related depletion and updated mining costs (-962 kt), adjustments to the geological model and mining recovery (-84 kt), change in long term precious metal prices (+678 kt), and the upgrading and conversion of Inferred Resources to Mineral Reserves due to a limited infill drill program (+22 kt). Silver grade decreased 18 percent and gold grade decreased 17 percent to 200 g/t and 1.34 g/t, respectively due to a decrease in the Mineral Reserve break-even cut-off grade from 138 g/t to 120 g/t Ag Eq in relation to an increase in long term precious metal prices.

 

Measured and Indicated Resource tonnes exclusive of Mineral Reserves increased year-over-year from 0.5 Mt to 1.0 Mt due primarily to a change in the Mineral Resource break-even cut-off grade from 110 g/t to 100 g/t Ag Eq.

 

Year-over-year, Inferred Resources decreased 11 percent in terms of tonnes, 15 percent in contained silver ounces, and 13 percent in gold ounces. Silver and gold grades decreased by 5 percent and 3 percent respectively. The net variation is due primarily to production-related depletion, reductions resulting from the upgrading of high-grade Inferred Resources related to infill drilling, adjustments in the geological interpretation, and a change in the Mineral Resource breakeven cut-off grade as described above. Brownfields exploration drilling was suspended for 2020 resulting in no additional resources being added to the inventory last year (Refer to Fortuna news release dated March 17, 2020, Fortuna provides an update on the status of its operations in response to the worldwide spread of COVID-19”).

 

An aggressive brownfields exploration program budget of US$10.9 million, which includes 33,800 meters of diamond drilling, aimed at discovering new resources and expanding current reserves, is planned to be executed in 2021 (Refer to Fortuna news release dated January 19, 2021, Fortuna reports 2020 full year production of 11.3 million silver equivalent ounces and issues 2021 guidance“).

 

Caylloma Mine, Peru

 

As of December 31, 2020, the Caylloma Mine has Proven and Probable Mineral Reserves of 1.7 Mt containing 5.8 Moz of silver and 15 koz of gold, in addition to Inferred Resources of 3.8 Mt containing 14.7 Moz of silver and 49 koz of gold.

 

Year-over-year, Mineral Reserve tonnes decreased by 32 percent, while silver grade increased 33 percent to 108 g/t, lead grade increased 10 percent to 2.64%, and zinc grade decreased 8 percent to 3.54%. Changes are primarily due to mining related depletion (-460 kt), upgrading and conversion of Inferred Resources to Mineral Reserves due to a limited infill drill program focused on the Animas/Animas NE vein (+100 kt), and changes in base metal prices and commercial terms (-486 kt).

 

Measured and Indicated Resource tonnes, exclusive of Mineral Reserves, decreased by 9 percent year-over-year to 2.1 Mt.

 

 

 -5- 

 

Inferred Resources tonnes decreased by 0.3 Mt or 8 percent year-over-year. Silver, lead, and zinc grades increased 9 percent, 5 percent, and 2 percent, respectively. The decrease in Inferred Mineral Resources is primarily due to a successful infill drill program of the Animas/Animas NE vein resulting in the upgrading of Inferred Mineral Resources to Mineral Reserves coupled with adjustments in the NSR value based on updated metal prices and commercial terms. Brownfields exploration drilling was suspended for 2020 resulting in no additional resources being added to the inventory last year (Refer to Fortuna news release dated March 17, 2020, Fortuna provides an update on the status of its operations in response to the worldwide spread of COVID-19”).

 

An exploration program budget of US$4.7 million, which includes 19,000 meters of diamond drilling, is planned to be executed in 2021 with a focus on expanding previously defined silver and base metal rich Mineral Resources located to the north and south of the mine (Refer to Fortuna news release dated January 19, 2021, Fortuna reports 2020 full year production of 11.3 million silver equivalent ounces and issues 2021 guidance“).

 

Lindero Mine, Argentina

 

As of December 31, 2020, the Lindero Mine has Proven and Probable Mineral Reserves of 82.7 Mt containing 1.6 Moz of gold, in addition to Measured and Indicated Resources, exclusive of Mineral Reserves, of 35.6 Mt containing 0.5 Moz of gold, and Inferred Resources of 30.4 Mt containing 0.41 Moz of gold.

 

Since March 31, 2019, Mineral Reserve tonnes decreased by 2 percent, while gold grade also decreased 2 percent to 0.62 g/t. Changes are due solely to mining related depletion of material delivered to the heap leach pad (-1.5 Mt).

 

Measured and Indicated Resource tonnes, exclusive of Mineral Reserves, increased by 16.7 Mt or 89 percent since March 31, 2019 to 35.6 Mt, due to an increase in the size of the pit shell associated with higher long term gold prices and the constraint on Mineral Reserves based on the heap leach capacity of 84.2 Mt.

 

Inferred Resources tonnes increased by 21.8 Mt or 253 percent, to 30.4 Mt since March 31, 2019 with the gold grade increasing 11 percent to 0.42 g/t. The increase in Inferred Resources is due to the aforementioned larger pit shell modeled as a result of a higher long term gold price.

 

Qualified Person

 

Eric Chapman, Vice President of Technical Services, is a Professional Geoscientist of the Association of Professional Engineers and Geoscientists of the Province of British Columbia (Registration Number 36328) and a Qualified Person as defined by National Instrument 43-101- Standards of Disclosure for Mineral Projects. Mr. Chapman has reviewed and approved the scientific and technical information contained in this news release and has verified the underlying data.

 

About Fortuna Silver Mines Inc.

 

Fortuna Silver Mines Inc. is a Canadian precious metals mining company with operations in Peru, Mexico and Argentina. Sustainability is integral to all our operations and relationships. We produce silver and gold and generate shared value over the long-term for our shareholders and stakeholders through efficient production, environmental protection and social responsibility. For more information, please visit our website at www.fortunasilver.com.

 

 

 -6- 

 

 

ON BEHALF OF THE BOARD

 

Jorge A. Ganoza

President, CEO, and Director

Fortuna Silver Mines Inc.

 

 

Investor Relations:

Carlos Baca | T (Peru): +51.1.616.6060, ext. 0

 

 

 

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 about the Company’s plans for its mines and mineral properties; the Company’s business strategy, plans and outlook; the merit of the Company’s mines and mineral properties; mineral resource and reserve estimates; the Company’s ability to convert inferred mineral resources to indicated mineral resources and to convert mineral resources to mineral reserves; timelines; production at the mines; the future financial or operating performance of the Company; the effects of laws, regulations and government policies affecting our operations or potential future operations; future successful development of our projects; the estimates of expected or anticipated economic returns from the Company’s mining operations including future sales of metals, doré and concentrate or other products produced by the Company and the Company’s ability to achieve its production and cost guidance; capital expenditures at the Company’s operations; estimated brownfields expenditures in 2021; the success of the Company’s exploration activities at its mines and development projects; the duration and impacts of COVID-19 on the Company’s production, workforce, business, operations and financial condition; metal price estimates, estimated metal grades in 2021; approvals and other matters. 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.

 

 

 -7- 

 

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, changes in general economic conditions and financial markets; the impact of the COVID-19 pandemic on the Company’s mining operations and construction activities; the duration and impacts of COVID-19 on the Company’s production, workforce, business, operations and financial condition, and the risks relating to a global pandemic, which unless contained could cause a slowdown in global economic growth; uncertainties related to the impacts of COVID-19 which may include: changing market conditions, changing restrictions on the mining industry in the countries in which the Company operates, the ability to operate as a result of government imposed restrictions, including restrictions on travel, the transportation of concentrates and doré, access to refineries, the impact of additional waves of the pandemic or increases of incidents of COVID-19 in the countries in which we operate; the duration of any suspension of operations at the Company’s mines as a result of COVID-19 which may affect production and the Company’ business operations and financial condition; changes in prices for gold, silver and other metals; changes in the prices of key supplies; 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; changes to current estimates of mineral reserves and resources; changes to production and cost estimates; governmental and other approvals; changes in government, political unrest or instability in countries where Fortuna is active; fluctuations in currencies and exchange rates; the imposition of capital control in countries in which the Company operates; 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 and the assumptions upon which they are based; ore grades and recoveries; prices for silver, gold and base metals remaining as estimated; currency exchange rates remaining as estimated; capital, decommissioning and reclamation estimates; prices for energy, labour, materials and supplies, transport and services; that the Company’s activities will be in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company or its properties; the duration and impacts of COVID-19 on the Company’s production, workforce, business, operations and financial condition, and the risks relating to a global pandemic, which unless contained could cause a slowdown in global economic growth; government mandates in Peru, Mexico and Argentina with respect to mining operations generally or auxiliary businesses or services required for the Company’s operations; government and the Company’s attempts to reduce the spread of COVID-19 which may affect may aspects of the Company’s operations, including transportation of personnel to and from site, contractor and supplier availability and the ability to sell or deliver concentrate and doré; the expected trends in mineral prices and currency exchange rates; that the Company’s activities will be in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained for the Company’s business and operations; that there will be no significant disruptions affecting 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.

 

 

 -8- 

 

Cautionary Note to United States Investors Concerning Estimates of Reserves and Resources

 

Reserve and resource estimates included in this news release have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards on Mineral Resources and Mineral Reserves. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for public disclosure by a Canadian company of scientific and technical information concerning mineral projects. Equivalent U.S. reporting requirements are currently governed by the United States Securities and Exchange Commission ("SEC") Industry Guide 7 (“Industry Guide 7”) under the U.S. Securities Act of 1933, as amended. Canadian standards, including NI 43-101, differ significantly from the requirements of the SEC currently in effect under Industry Guide 7, and reserve and resource information contained in this news release may not be comparable to similar information disclosed by U.S. companies. In particular, the term "resource" does not equate to the term "reserves". Under the SEC's disclosure standards currently in effect under Industry Guide 7, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. While the SEC recognizes the reporting of mineral deposits which do not meet the Industry Standard Guide 7 definition of “reserve” as of February 25, 2019, the effective adoption of the Modernization of Property Disclosures for Mining Registrants, such rules are not required to be compiled with until the first fiscal year beginning on or after January 1, 2021. As a result, the SEC's disclosure standards currently in effect normally do not permit the inclusion of information concerning "measured mineral resources", "indicated mineral resources" or "inferred mineral resources" or other descriptions of the amount of mineralization in mineral deposits that do not constitute "reserves" by U.S. standards in documents filed with the SEC. You are cautioned not to assume that resources will ever be converted into reserves. You should also understand that "inferred mineral resources" have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. You should also not assume that all or any part of an "inferred mineral resource" will ever be upgraded to a higher category. Under Canadian rules, estimated "inferred mineral resources" may not form the basis of feasibility or pre-feasibility studies except in rare cases. You are cautioned not to assume that all or any part of an "inferred mineral resource" exists or is economically or legally mineable. Disclosure of "contained ounces" in a resource is permitted disclosure under Canadian regulations; however, the SEC's disclosure standards currently in effect under Industry Guide 7 normally only permit issuers to report mineralization that does not constitute "reserves" by such standards as in-place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of "reserves" are also not the same as those of the SEC's disclosure standards currently in effect under Industry Guide 7, and reserves reported in compliance with NI 43-101 may not qualify as "reserves" under such SEC standards. Accordingly, information concerning mineral deposits set forth in this news release may not be comparable with information made public by companies that report in accordance with U.S. standards.

 

 

 

EX-99.2 3 tm2111213d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

A picture containing text

Description automatically generated

NYSE: FSM | TSX: FVI
www.fortunasilver.com

 

 

 

NEWS RELEASE

 

 

 

  

Fortuna provides an update of the status of disputed royalty at the

San Jose Mine, Mexico

 

 

Vancouver, March 26, 2021: Fortuna Silver Mines Inc. (NYSE: FSM) (TSX: FVI) announces an update of the status of the legal proceedings related to a disputed royalty on one of its extracting mining concessions at the San Jose Mine located in Oaxaca, Mexico.

 

Background

 

In 2017, the Mexican Geological Service (“SGM”) advised the Company that a previous owner of one of the Company’s mineral concessions at the San Jose Mine, had granted to SGM a royalty of 3% of the billing value of the minerals obtained from the concession. At the date of the Company’s acquisition of the concession, the royalty was not disclosed to the Company and it did not appear on the electronic title register at the Mining Registry although it is listed in the official record books of the concessions of the Mining Registry. The Company obtained advice from external legal counsel which confirmed that there was no legal basis for the creation of the royalty and that it was invalidly created. The Company initiated legal proceedings to uphold its position that no royalty is payable.

 

Administrative proceedings were initiated to remove reference to the royalty from the title register, and subsequently further legal proceedings (the “Amparo Proceedings”) were initiated to contest the legality of the cancellation procedure of the Dirección General de Minas (“DGM”) for non-payment of the royalty. On March 2, 2020, the Company obtained a permanent stay of execution (akin to an injunction), which protects the Company from making payment of the disputed royalty in order to avoid cancellation of the concession until a final non-appealable resolution is reached in the Amparo Proceedings. The Company’s appeal of the decision of the Court at first instance in the Amparo Proceedings is before the Collegiate Court. A decision is expected during mid-2021. (refer to Fortuna news releases dated March 5, 2020 and December 1, 2020).

  

Administrative Proceedings

 

In 2018, the Company initiated administrative proceedings (the “Administrative Proceedings”) in the Mexican Federal Administrative Court (“FAC”) against the DGM to remove reference to the royalty from the title register on the grounds that there is no legal basis for the creation of the royalty and that it was invalidly created. Effective March 26, 2021, the FAC resolved against correcting the title register, on the basis that the previous owner of the mineral concession offered the disputed royalty to the SGM. The Company’s Mexican legal advisors are of the view that the resolution of the FAC is erroneous as the Judge failed to consider the relevant Mining Laws relating to royalties in place at the time of the grant of the mineral concession. The Company’s legal position with respect to the disputed royalty remains unchanged. The Company intends to vigorously defend its position and appeal the resolution of the FAC and file an appeal with the Collegiate Circuit Court in Mexico by April 21, 2021.

 

 

 -2- 

 

The resolution of the FAC does not affect the permanent stay of execution obtained by the Company on March 2, 2020.

  

About Fortuna Silver Mines Inc.

 

Fortuna Silver Mines Inc. is a Canadian precious metals mining company with operations in Peru, Mexico and Argentina. Sustainability is integral to all our operations and relationships. We produce silver and gold and generate shared value over the long-term for our shareholders and stakeholders through efficient production, environmental protection, and social responsibility.  For more information, please visit our website at www.fortunasilver.com.

  

ON BEHALF OF THE BOARD

 

Jorge A. Ganoza

President, CEO, and Director

Fortuna Silver Mines Inc.

 

Trading symbols: NYSE: FSM | TSX: FVI

 

Investor Relations:

Carlos Baca

T (Peru): +51.1.616.6060, ext. 0

E: info@fortunasilver.com

 

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 about the Company’s Amparo Proceedings and administrative proceedings against the DGM, the outcome of the administrative proceedings against the DGM; the outcome of the Company’s Amparo Proceedings against the DGM to contest the cancellation procedure, the appeal of decisions and judgments made by the Courts, and the potential for the Company to be required to pay the amount claimed to preserve its mining concession in the event that the Company’s Amparo Proceedings to contest the cancellation procedure are unsuccessful, or how the Company would satisfy such payment and other matters. 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.

 

 

 -3- 

 

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, that the Company may be unsuccessful in its Amparo Proceedings and may be required to pay the amount of the disputed royalty plus VAT; the duration and effects of COVID-19, and any other pandemics on our operations, production and workforce, and the effects on global economies, governments, courts and society, actual results of production and exploration activities; changes in general economic conditions and financial markets; changes in prices for gold, silver and other metals; fluctuation in foreign exchange rates; any extension of the currency controls in Argentina; technological and operational hazards in Fortuna’s mining and mine development activities; delays in commissioning at Lindero; delays in achieving steady production and commencement of commercial production at Lindero; risks inherent in mineral exploration; uncertainties inherent in the estimation of mineral reserves, mineral resources, and metal recoveries; changes to current estimates of mineral reserves and resources; changes to production estimates; governmental and other approvals; changes in government, 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.

 

Forward-looking Statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to expectations regarding success in its legal and administrative proceedings which is based upon advice from independent law firms, expected trends in mineral prices and currency exchange rates; the accuracy of the Company’s current mineral resource and reserve estimates; that the Company’s activities will be in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained; that there will be no significant disruptions affecting 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 the Company will be successful in its legal proceedings or 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.

 


 

 

EX-99.3 4 tm2111213d1_ex99-3.htm EXHIBIT 99.3

Exhibit 99.3

 

A picture containing text

Description automatically generated

NYSE: FSM | TSX: FVI
www.fortunasilver.com

 

 

 

NEWS RELEASE

 

 

 

 

Fortuna Intersects 1.93 kilos of silver and 6.76 g/t gold over 5.4 meters

at the San Jose Mine, Mexico

 

Vancouver, March 29, 2021-- Fortuna Silver Mines Inc. (NYSE: FSM) (TSX: FVI) is pleased to announce that step-out and infill drilling at the San Jose Mine has established continuity of high-grade mineralization in the upper levels of the Trinidad Footwall structures. The successful drill program was conducted from the second half of 2020 to date, representing 4,670 meters of step-out and infill drilling in 22 drill holes and targeted both resource upgrades and the potential to expand the resource outside of the current area of Mineral Reserves. Mineralization remains open in at least two directions, is adjacent to existing mine infrastructure, and as a result there is potential for inclusion of this material in near-term production.

 

David F. Volkert, Vice President of Exploration, commented, "In 2020, our exploration team at San Jose focused on re-evaluating their understanding of the structural and geological controls on mineralization at the Trinidad Deposit with the goal of identifying new near-mine exploration targets.” Mr. Volkert continued, “The interception of wide and high-grade mineralization in close proximity to current production areas at the mine reflects the structural complexity of the deposit and unveils discovery potential remaining at the San Jose Mine.”

 

Step-out drill highlights include:

 

 

SJOM-955: 699 g/t Ag and 3.57 g/t Au over an estimated true width of 4.1 meters

 

SJOM-1002: 1,931 g/t Ag and 6.76 g/t Au over an estimated true width of 5.4 meters

 

Infill drill highlights include:

 

 

SJOM-1014: 306 g/t Ag and 1.38 g/t Au over an estimated true width of 9.5 meters

 

SJOM-1016: 760 g/t Ag and 3.24 g/t Au over an estimated true width of 3.4 meters

 

SJOM-1017: 967 g/t Ag and 4.25 g/t Au over an estimated true width of 8.4 meters

 

SJOM-1020: 809 g/t Ag and 2.78 g/t Au over an estimated true width of 1.4 meters

 

SJOM-1021: 473 g/t Ag and 1.25 g/t Au over an estimated true width of 14.9 meters

 

A longitudinal section showing the location of the drill holes is available at the following link: https://fortunasilver.com/site/assets/files/5716/20210329-trinidad-ls-233evx.pdf.

 

 

 -2- 

 

Full details of the 22 step-out and infill drill holes completed in the Trinidad Footwall structures are listed in the appendix section at the end of this news release.

 

The Brownfields exploration program budget for 2021 at the San Jose Mine is US$10.9 million, which includes 33,800 meters of diamond drilling and 1,770 meters of underground development for drilling access, platforms, and services. Underground exploration drilling will focus on the shallow and deep north and south extensions of the Trinidad vein system and the sub-parallel Victoria mineralized zone, while surface drilling will test two new targets to the south and north of the mine.

 

Quality Assurance & Quality Control (QA-QC)

 

Following detailed geological and geotechnical logging, drill core samples are split on-site by diamond sawing. One half of the core is submitted to the ALS Global Laboratory in Guadalajara, Mexico. The remaining half core is retained on-site for verification and reference purposes. Following preparation, the samples are assayed for gold and silver by standard fire assay methods at the ALS Global Laboratory in Vancouver, BC, Canada. The QA-QC program includes the blind insertion of certified reference standards and assay blanks at a frequency of approximately 1 per 20 normal samples as well as the inclusion of duplicate samples for verification of sampling and assay precision levels.

 

Qualified Person

 

David F. Volkert, Vice President of Exploration for Fortuna Silver Mines Inc., is a Qualified Person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects, being a member of the American Institute of Professional Geologists (CPG #10759) and the Association of Professional Engineers and Geoscientists of British Columbia (P. Geo. #191936). Mr. Volkert has reviewed and approved the scientific and technical information contained in this news release. Mr. Volkert has verified the data disclosed, and the sampling, analytical and test data underlying the information or opinions contained herein by reviewing geochemical and geological databases and reviewing diamond drill core.  There were no limitations to the verification process.

 

About Fortuna Silver Mines Inc.

 

Fortuna Silver Mines Inc. is a Canadian precious metals mining company with operations in Peru, Mexico and Argentina. Sustainability is integral to all our operations and relationships. We produce silver and gold and generate shared value over the long-term for our shareholders and stakeholders through efficient production, environmental protection and social responsibility. For more information, please visit our website at www.fortunasilver.com.

 

 

ON BEHALF OF THE BOARD

 

Jorge A. Ganoza

President, CEO, and Director

Fortuna Silver Mines Inc.

 

 

Investor Relations:

Carlos Baca | T (Peru): +51.1.616.6060, ext. 0

 

 

 

 -3- 

 

APPENDIX: San Jose Mine, Trinidad Footwall structures- intervals of interest

Drill Hole Easting Northing Azimuth (°) Dip             (°) From To Interval ETW¹ Ag Au
(m) (m) (m) (m) (g/t) (g/t)
Step-out drill holes
SJOM-946 745123 1847411 270 39 NSI² 
SJOM-955 745122  1847407 243 42 157.30 159.60 2.30 2.0 101 0.61
and         169.20 173.90 4.70 4.1 699 3.57
SJOM-958 745122 1847409 286 20 140.00 141.00 1.00 0.8 67 0.36
SJOM-962 745123 1847410 301 9 NSI² 
SJOM-967 745123 1847410 287 30 124.40 126.00 1.60 0.8 60 0.33
SJOM-974A 745122 1847407 258 34 128.30 131.90 3.60 2.2 234 1.06
SJOM-981 745122 1847406 234 48 213.00 217.00 4.00 1.8 95 0.37
SJOM-990 745122 1847409 256 48 190.80 191.80 1.00 0.4 65 0.41
SJOM-990A3 745122 1847409 256 48 188.40 191.35 2.95 1.2 58 0.40
SJOM-1002 745122 1847406 246 11 85.20 87.30 2.10 2.0 118 0.63
and         90.00 94.20 4.20 3.9 79 0.53
and         105.35 111.15 5.80 5.4 1931 6.76
SJOM-1006A 745212 1847506 268 30 NSI² 
SJOM-1008 745212 1847506 275 13 NSI² 
SJOM-1026 745125 1847404 223 31 130.55 134.80 4.25 2.4 60 0.49
SJOM-1029 745124 1847404 232 36 129.36 132.35 2.99 1.7 176 1.00
Infill drill holes
SJOM-1011 745124 1847405 227 6 87.00 88.95 1.95 1.6 122 0.56
and         93.90 99.10 5.20 4.4 162 2.19
and         113.00 118.95 5.95 5.0 206 1.24
SJOM-1014 745123 1847406 246 -4 98.77 109.35 10.58 9.5 306 1.38
SJOM-1016 745123 1847406 257 -15 79.20 100.85 21.65 21.3 87 0.41
and         102.00 105.50 3.50 3.4 760 3.24
SJOM-1017 745122 1847406 259 4 87.80 105.40 17.60 15.8 113 0.56
and         106.71 116.12 9.41 8.4 967 4.25
SJOM-1020 745122 1847406 264 -28 78.35 79.84 1.49 1.4 809 2.78
and         78.35 82.58 4.23 4.0 298 1.07
SJOM-1021 745121 1847408 273 -12 111.67 127.97 16.30 14.9 473 1.25
SJOM-1022 745122 1847408 274 0 97.40 104.70 7.30 6.2 154 0.69
and         113.18 124.60 11.42 9.6 225 0.93
SJOM-1023 745125 1847403 217 7 112.45 124.11 11.66 8.6 125 0.76
Holes drilled prior to 2020 in area of interest
SJOM-406 745206 1847507 270 0 175.50 176.50 1.00 1.0 68 0.37
SJOM-413 745206 1847506 251 0 203.45 205.10 1.65 1.6 68 0.34
and         218.30 223.60 5.30 5.2 126 0.51
SJO-839 745185 1847258 295 -45 244.30 247.55 3.25 2.2 129 0.67
SJO-887 745191 1847255 304 -56 264.80 270.30 5.50 3.5 163 0.90
and         280.70 283.80 3.10 1.9 145 0.95
and         292.95 295.15 2.20 1.4 559 3.40
SJO-898 745191 1847255 311 -56 390.15 397.40 7.25 3.6 129 0.51
and         402.40 406.65 4.25 2.1 96 0.55
SJO-906 745137 1847246 299 -46 156.00 158.05 2.05 1.4 163 1.20
SJO-909 745135 1847246 320 -46 240.85 243.20 2.35 1.2 299 1.37
and         247.20 256.35 9.15 4.8 102 0.59
and         278.00 296.60 18.60 9.7 214 1.40
and         308.70 313.80 5.10 2.7 443 0.91

Notes:

1. ETW= Estimated true width

2. NSI = No significant intervals

3. SJOM-990A drilled as a twin to SJOM-990 to a depth of 152 meters

 

 

 -4- 

 

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 about the Company’s plans for its mines and mineral properties; the Company’s business strategy, plans and outlook; the merit of the Company’s mines and mineral properties; mineral resource and reserve estimates; the Company’s ability to convert inferred mineral resources to indicated mineral resources and to convert mineral resources to mineral reserves; timelines; production at the mines; the future financial or operating performance of the Company; the effects of laws, regulations and government policies affecting our operations or potential future operations; future successful development of our projects; the estimates of expected or anticipated economic returns from the Company’s mining operations including future sales of metals, doré and concentrate or other products produced by the Company and the Company’s ability to achieve its production and cost guidance; capital expenditures at the Company’s operations; estimated brownfields expenditures in 2021; the success of the Company’s exploration activities at its mines and development projects; the duration and impacts of COVID-19 on the Company’s production, workforce, business, operations and financial condition; metal price estimates, estimated metal grades in 2021; approvals and other matters. 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, changes in general economic conditions and financial markets; the impact of the COVID-19 pandemic on the Company’s mining operations and construction activities; the duration and impacts of COVID-19 on the Company’s production, workforce, business, operations and financial condition, and the risks relating to a global pandemic, which unless contained could cause a slowdown in global economic growth; uncertainties related to the impacts of COVID-19 which may include: changing market conditions, changing restrictions on the mining industry in the countries in which the Company operates, the ability to operate as a result of government imposed restrictions, including restrictions on travel, the transportation of concentrates and doré, access to refineries, the impact of additional waves of the pandemic or increases of incidents of COVID-19 in the countries in which we operate; the duration of any suspension of operations at the Company’s mines as a result of COVID-19 which may affect production and the Company’ business operations and financial condition; changes in prices for gold, silver and other metals; changes in the prices of key supplies; 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; changes to current estimates of mineral reserves and resources; changes to production and cost estimates; governmental and other approvals; changes in government, political unrest or instability in countries where Fortuna is active; fluctuations in currencies and exchange rates; the imposition of capital control in countries in which the Company operates; 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.

 

 

 -5- 

 

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 and the assumptions upon which they are based; ore grades and recoveries; prices for silver, gold and base metals remaining as estimated; currency exchange rates remaining as estimated; capital, decommissioning and reclamation estimates; prices for energy, labour, materials and supplies, transport and services; that the Company’s activities will be in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company or its properties; the duration and impacts of COVID-19 on the Company’s production, workforce, business, operations and financial condition, and the risks relating to a global pandemic, which unless contained could cause a slowdown in global economic growth; government mandates in Peru, Mexico and Argentina with respect to mining operations generally or auxiliary businesses or services required for the Company’s operations; government and the Company’s attempts to reduce the spread of COVID-19 which may affect may aspects of the Company’s operations, including transportation of personnel to and from site, contractor and supplier availability and the ability to sell or deliver concentrate and doré; the expected trends in mineral prices and currency exchange rates; that the Company’s activities will be in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained for the Company’s business and operations; that there will be no significant disruptions affecting 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.

 

 

 

 

EX-99.4 5 tm2111213d1_ex99-4.htm EXHIBIT 99.4

Exhibit 99.4

 

FORTUNA SILVER MINES INC.
(the "Company")

 

CODE OF BUSINESS CONDUCT AND ETHICS AND WHISTLE-BLOWER POLICY 

 

This Code of Business Conduct and Ethics and Whistle-Blower Policy (“Code”) has been adopted by the Board of Directors of the Company (the “Board”) in order to promote integrity and honest and ethical conduct of the Company’s business. This Code applies to all directors, officers, employees and consultants of the Company and its subsidiaries (“Company Personnel”). It is the responsibility of all Company Personnel to become familiar with, and comply with, this Code. Company Personnel will be provided with a copy of this Code, and shall execute the certification set out in Schedule A to confirm that the Code has been read and that the individual undertakes to comply with the Code at all times.

 

In line with the Company’s commitment to open communication, this Code provides an avenue for Company Personnel, suppliers and customers to raise concerns and have reassurance that they will be protected from reprisals or victimization for whistle-blowing in good faith.

 

CONFLICTS OF INTEREST

 

A conflict of interest arises when Company Personnel must choose between the Company’s best interests and other interests, such as their personal interests or the interests of another corporation. Any situation where the judgment of a Company Personnel may be compromised, where he or she shows undue favouritism to any party or where he or she receives a benefit of some kind is potentially a conflict of interest. All Company Personnel must strive to avoid situations that create a conflict, create the appearance of a conflict, or have the potential to create a conflict. If any of these situations occur, Company Personnel are responsible for disclosing and, where appropriate, taking action to remedy the conflict of interest.

 

ANTI-KICKBACK POLICY

 

"Kickback" means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind which is provided, directly or indirectly, to any director, officer, employee, contractor, contractor’s employee, subcontractor, or subcontractor employee for the purpose of improperly obtaining or rewarding favorable treatment in connection with a contract or purchase agreement.

 

If Company Personnel become aware of any activity of the type described above, they should immediately report such activity to their immediate Supervisor/Manager. If the immediate Supervisor/Manager is the person alleged to have received the kickback, then the activity should be reported in accordance with the Company’s whistle-blower policy under this Code. These reports shall be examined and if warranted, investigated.

 

GIFTS AND ENTERTAINMENT

 

Business gifts and entertainment are customary courtesies designed to build goodwill among business partners. These courtesies include such things as occasional meals and beverages, or occasional tickets to sporting or cultural events, discounts not available to the general public, travel, accommodation and other merchandise or services. In some cultures they play an important role in business relationships. However, a problem may arise when such courtesies compromise – or appear to compromise – a person’s ability to make objective and fair business decisions.

 

 

 2 

 

Offering or receiving any gift, gratuity or entertainment that might be perceived to unfairly influence a business relationship must be avoided. These guidelines apply at all times, and do not change during traditional gift-giving seasons. No gift or entertainment should ever be offered, given, provided or accepted by any Company Personnel, or by any family member of any Company Personnel, unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any applicable laws or regulations. A notional value of $100 should be applied in determining what is acceptable to give or accept. Any gifts or proposed gifts about which you are uncertain whether they are appropriate are to be discussed with your Supervisor/Manager.

 

ANTI-CORRUPTION POLICY

 

It is important that the Company and its subsidiaries respect all international and local anti-bribery and anti-corruption laws, even where the perception is such that standards are loosely enforced by local authorities. Corruption is the misuse of power by government officials or other parties for illegitimate private gain. Bribery is the offer, promise, or provision, directly or indirectly, of a loan, reward, advantage or benefit of any kind to a person in a position of power to influence that person’s views or conduct or to obtain or retain an improper advantage. These actions could expose the Company and its directors, officers and employees to the risk of prosecution, fines and imprisonment in the countries where we do business. In addition, non-compliance threatens the Company’s reputation, which plays a critical role in our success as a business. Guidance and procedures to ensure that the business of the Company is conducted in an honest and ethical manner when dealing with government officials and all other parties, are set out in the Company´s Anti-corruption Policy, a copy of which is available on the Company’s website.

 

CONFIDENTIALITY AND INSIDER TRADING

 

Business affairs of the Company are confidential and must not be discussed with anyone outside the organization except for information that has already been made available to the public. As set out in the Company’s Blackouts and Securities Trading Policy (a copy of which is available on the Company’s website), Company Personnel must comply with applicable laws and regulations regarding trading of securities of the Company when in possession of undisclosed material information regarding the Company’s business.

 

COMPETITION AND FAIR DEALING

 

The Company is committed to fair competition. The Company complies with and supports laws that prohibit restraints of trade, unfair practices, or abuse of economic power. Company Personnel must not enter into arrangements that unlawfully restrict the Company’s ability to compete with other businesses, or the ability of any other business to compete with the Company. The Company complies with antitrust laws in its interactions with suppliers and competitors in all countries in which it operates.

 

Relationships with customers and suppliers are critical to the continuing success of the Company. In dealings with competitors, customers and suppliers, all Company Personnel must conduct themselves with honesty, integrity and respect. All Company Personnel must ensure the confidentiality of all customer and supplier information unless disclosure is required by law or authorized by the customer or supplier.

 

 

 3 

 

All of the Company’s customers, suppliers, competitors and employees of the Company should be dealt with fairly. No one at the Company should take unfair advantage of anyone through illegal conduct, concealment, manipulation, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

 

DISCLOSURE

 

As set out in the Company’s Disclosure Policy (a copy of which is available on the Company’s website), the Company is committed to providing timely, consistent and credible dissemination of information, in compliance with disclosure requirements under applicable securities laws. All Company Personnel are expected to comply with such requirements.

 

COMPANY RECORDS AND INTERNAL CONTROLS

 

The Company is required to record and publicly report all internal and external financial records in compliance with applicable accounting principles. As well, the Company must maintain effective controls and procedures so that financial and non-financial information is reported timely and accurately both to Management and in the filings and public disclosures the Company makes. All Company Personnel are responsible for ensuring the accuracy of all books and records within your control and complying with all Company policies and internal controls.

 

Use of the Company’s funds or other assets for unlawful or improper purposes is prohibited. All transactions must be authorized and executed in accordance with the Company's policies and the instructions of Management. Appropriate accounting and financial policies, procedures, controls and audit processes must be maintained.

 

The Company’s resources (such as computers, telephones, facsimile machines, photocopiers, etc.) must only be used for business purposes. Their use for any other purpose is strictly prohibited without proper authorization.

 

Company Personnel, regardless of their position in the organization, are expected to follow internal policies and procedures designed to protect the integrity of corporate data. This includes adherence to procedures related to security of computer systems.

 

HEALTH AND SAFETY

 

The Company complies with all applicable laws and regulations relating to safety and health in the workplace. Each Company Personnel is expected to consult and comply with all Company rules regarding workplace conduct and safety. Any unsafe or hazardous conditions or materials, injuries, and accidents connected with the Company’s business and any activity that compromises Company security must be immediately reported to the applicable supervisor.

 

NO DISCRIMINATION, HARASSMENT OR WORKPLACE VIOLENCE

 

The Company prohibits unlawful discrimination, harassment and workplace violence. This prohibition includes conduct at the Company’s offices, mines and project sites as well as at any other Company related place or event. Unlawful discrimination, harassment and workplace violence through indirect methods of communication such as telephone calls, emails or social media, are also prohibited.

 

 

 4 

 

Discrimination and Harassment

 

The Company’s employment decisions are based on reasons related to our business, such as job performance, individual skills and talents, and other business-related factors, in compliance with all applicable employment laws. Discrimination is the unfair treatment of a person on the basis of one or more prohibited grounds of discrimination. The Company prohibits discrimination in any aspect of employment based on race, color, religion, gender, sexual orientation, nationality, ethnic origin, social status, marital status, disability or age, or on the basis of any other personal characteristics protected by law. The Company is committed to policies and procedures to ensure fair employment, including equal treatment in recruitment, promotion, compensation, training and termination.

 

The Company prohibits abusive or harassing conduct by Company Personnel toward others. Harassment includes any distressing conduct or comment which is known or ought reasonably to be known to be unwelcome or offensive, or to create an intimidating or hostile work environment. Harassment can be a one-time occurrence or can be ongoing.

 

Examples of behaviour that may be considered harassment or abusive behaviour include, but are not limited to:

 

(a)unwelcome remarks, bullying or jokes that demean, ridicule, intimidate or offend, including but not limited to taunts, suggestions, slurs or speculation about a person’s culture, sexual orientation, ethnic origin, social status, age or other prohibited ground of discrimination, or about a person’s body, attire or sex life, or that adversely affects the physical or psychological well-being of an individual;

 

(b)displaying or circulating offensive or demeaning communications;

 

(c)unwelcome or offensive sexual advances, requests, comments or noises;

 

(d)requests or demands for sexual favours in exchange for employment advantages, promises of employment advantages, the threat of withdrawal of those advantages, or the threat of termination of employment;

 

(e)unwelcome physical conduct or gestures of a sexual nature including suggestive or persistent staring and unnecessary contact such as touching, pinching or jostling; and

 

(f)persistent unwanted attention or contact after the end of a consensual relationship.

 

Workplace harassment does not include reasonable actions taken by the Company and/or a supervisor relating to the management and direction of workers and/or the workplace.

 

Workplace Violence

 

Workplace violence is prohibited and is defined as the threatened, attempted or actual exercise of any physical force that causes or may cause physical injury to a person, and includes any threats which give a person reasonable grounds to believe he or she is at risk of physical injury.

 

 

 5 

 

Examples of behaviour which may be considered workplace violence include, but are not limited to:

 

(a)physical attacks such as hitting, shoving, pushing or kicking;

 

(b)verbal or written threats, including any expression of any intent to inflict personal harm; and

 

(c)bullying, teasing or other abusive and aggressive behaviour which may lead to physical attacks or threats.

 

Company Personnel are expected to report discrimination, harassment, workplace violence or other inappropriate conduct as soon as it occurs.

 

PRIVACY

 

The Company, and companies and individuals authorized by the Company, collect and maintain personal information of Company Personnel. The Company follows procedures to protect information wherever it is stored or processed, and access to personal information is restricted. Personal information will only be released to outside parties in accordance with the Company’s policies and applicable legal requirements. Company Personnel who have access to personal information must ensure that personal information is not disclosed in violation of the Company’s policies or practices.

 

RAISING CONCERNS

 

If you should learn of a potential or suspected violation of the Code, you have an obligation to promptly report the violation. In particular, you have an obligation to communicate any concerns or complaints relating to accounting, internal controls, auditing matters, disclosure, fraud, illegal behaviour and unethical business practices including, without limitation, the following:

 

a.fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;

 

b.fraud or deliberate error in the recording and maintaining of financial records of the Company;

 

c.deficiencies in or noncompliance with the Company’s internal controls over financial reporting;

 

d.misrepresentation or false statement to or by a senior officer, accountant or external auditor regarding a matter contained in the financial records, financial reports or audit reports of the Company; or

 

e.deviation from full and fair reporting of the Company’s financial condition.

 

Any person may submit on a confidential or anonymous basis a report without fear of dismissal or retaliation of any kind. Reports may be made orally or in writing and, if preferred, anonymously. You have several options for raising concerns.

 

1.Raise your concern with your manager or supervisor; or
2.Raise your concern through our http://fortuna.ethicspoint.com website.

 

If Company Personnel are in doubt regarding the best course of action in a particular situation, do not hesitate to speak with your Supervisor/Manager.

 

 

 6 

 

TREATMENT OF REPORTS

 

Upon receipt of a report, the appropriate Company representative will, when possible, acknowledge receipt of the report to the submitter. The report will be reviewed by such persons as the Audit Committee of the Board determines to be appropriate. Confidentiality will be maintained to the fullest extent possible. However, if a complainant fails to identify himself or herself in his or her report and the information provided is insufficient, the Company may not be able to adequately investigate and resolve the complaint. Reports made anonymously should contain sufficient detail and information so that, if necessary, a meaningful investigation can be conducted.

 

Prompt and appropriate corrective action will be taken when and as warranted. When possible and when determined appropriate, notice of any corrective action taken will be given to the person who submitted the report.

 

NO RETALIATION

 

Any Company Personnel who has been found to have engaged in retaliation against an individual for raising, in good faith, a conduct concern or for participating in the investigation of such a concern may be subject to discipline, up to and including termination of employment or other business relationships. If any individual believes that he or she has been subjected to such retaliation, that person is encouraged to report the situation as soon as possible to one of the people detailed in the “Raising Concerns” section above.

 

WAIVERS

 

Under exceptional circumstances, one or more of the principles and expectations set out in this Code may be waived as follows:

 

a.if for directors or executive officers, including senior financial officers, by resolution of the Board of Directors.

 

b.if for employees who are not directors or executive officers, by the Chair of the Corporate Governance and Nominating Committee in relation to non-financial matters, or for financial related matters by the Chair of the Audit Committee. Any waiver granted will be reported to the Board of directors by the applicable Chair.

 

Any waivers granted to a member of the Board of Directors or to an executive officer that relates to any element of the “code of ethics” definition set forth in Section 406(k) of the Sarbanes-Oxley Act of 2002 will be disclosed as required by law or stock exchange regulations applicable to the Company. Those who fail to cooperate with investigations will be subject to discipline, which may include termination of employment.

 

No waivers will be allowed of an individual’s rights or remedies under any laws relating to the reporting of any suspected violation.

  

EFFECTIVE DATE

 

This Code was approved by the Board on March 11, 2021.

 

 

 7 


 

SCHEDULE A

 

Certification – Code of Business Conduct and Ethics and Whistle-Blower Policy of Fortuna Silver Mines Inc.

 

The undersigned hereby certifies that he/she has read and understands the Company’s Code of Business Conduct and Ethics and Whistle-Blower Policy, a copy of which is attached hereto, and agrees to comply with the procedures and restrictions set forth therein.

 

Date:     Signature:  
         
      Name:  
        (please print)

 

 

 

 

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