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Fortuna Silver Mines Closes US$40 Million Bought Deal Financing of 4.65% Convertible Debentures

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Fortuna Silver Mines Closes US$40 Million Bought Deal Financing of 4.65% Convertible Debentures

 

 

 

 

 

Fortuna Silver Mines Inc. (NYSE: FSM) (TSX: FVI) is pleased to announce that it has completed its previously announced bought deal offering of senior subordinated unsecured convertible debentures.  The Company issued an aggregate principal amount of US$40 million Debentures at a price of US$1,000 per Debenture.

 

The Debentures mature on October 31, 2024 and will bear interest at a rate of 4.65% per annum, payable semi-annually in arrears on the last business day of April and October in each year, commencing on April 30, 2020.  The Debentures will be convertible at the holder’s option into common shares in the capital of the Company at a conversion price of US$5.00 per share, representing a conversion rate of 200 Common Shares per US$1,000 principal amount of Debentures, subject to adjustment in certain circumstances.

 

Subject to certain exceptions in connection with a change of control of the Company, the Debentures will not be redeemable by the Company prior to October 31, 2022.  On or after October 31, 2022 and prior to October 31, 2023, the Debentures may be redeemed in whole or in part from time to time at the Company’s option at a price equal to their principal amount plus accrued and unpaid interest, provided that the volume weighted average trading price of the Common Shares on the NYSE for the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of the redemption is given is at least 125% of the Conversion Price.  On and after October 31, 2023, the Debentures may be redeemed in whole or in part from time to time at the Company’s option at a price equal to their principal amount plus accrued and unpaid interest regardless of the trading price of the Common Shares.

 

The Offering was conducted by a syndicate of underwriters co-led by CIBC Capital Markets and Scotiabank, and including BMO Capital Markets.  The Company has also granted an over-allotment option to the Underwriters, entitling them to purchase, for a period of 30 days from the closing of the Offering, up to US$6 million principal amount of additional Debentures at the offering price of US$1,000 per Debenture, to cover over-allotments, if any.

 

The Company will use the net proceeds from the Offering for working capital in relation to the start-up of the Lindero project and for general working capital purposes.

 

The Debentures were offered for sale by way of a short form prospectus 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, and certain other jurisdictions.

 

This news release does not constitute an offer of securities for sale in the United States. The securities have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States or to a U.S. person (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act.

 

About Fortuna Silver Mines Inc.

 

Fortuna is a growth oriented, precious metals producer focused on mining opportunities in Latin America.  The Company’s primary assets are the Caylloma silver mine in southern Peru, the San Jose silver-gold mine in Mexico and the Lindero gold project, currently under construction, in Argentina.  The Company is selectively pursuing acquisition opportunities throughout the Americas and in select other areas.

 

Posted October 2, 2019

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