Fortuna Mining Corp 6-K, filed Apr 28, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

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

For the month of April 2022

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.

Exhibits:

99.1       Newsrelease dated April 28, 2022.

Exhibit 99.1

Fortuna announces share repurchase program ****

Vancouver, April 28, 2022 – Fortuna SilverMines Inc. (NYSE: FSM) (TSX: FVI) ("Fortuna" or the "Company") announced today the acceptance by the Toronto Stock Exchange (the "TSX") of Fortuna's notice to commence a 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 facilities of the TSX, the New York Stock Exchange and/or alternative Canadian trading systems, commencing on May 2, 2022 and expiring on the earlier of May 1, 2023 and the date on which Fortuna has acquired the maximum number of common shares allowable under the NCIB or the date on which Fortuna otherwise decides not to make any further repurchases under the NCIB.

Fortuna believes that from time to time, its common shares trade at market prices that may not adequately reflect their underlying value. As a result, depending upon future price movements and other factors, the Board of Directors of Fortuna believes that the purchase of the Shares would be an appropriate use of corporate funds. Pursuant to the NCIB, Fortuna is permitted to repurchase up to 14,608,820 common shares, being five percent of its outstanding 292,176,418 common shares as at April 27, 2022. 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 TSX'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 TSX in connection with the NCIB to no more than 25 percent (276,196 common shares) of the six-month average daily trading volume of the common shares on the TSX (1,104,784 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, including private agreements. Any purchases made by private agreement under an issuer bid exemption order issued by a securities regulatory authority will be at a discount to the prevailing market price as provided in any such exemption order.

A copy of Fortuna's notice filed with the TSX may be obtained by any shareholder without charge, by contacting the Company's Investor Relations representative.

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About Fortuna Silver Mines Inc.

Fortuna Silver Mines Inc. is a Canadian precious metals mining company with four operating mines in Argentina, Burkina Faso, Mexico and Peru, and a fifth mine under construction in Côte d'Ivoire. Sustainability is integral to all our operations and relationships. We produce gold and silver and generate shared value over the long-term for our stakeholders through efficient production, environmental protection, and social responsibility. For more information, please visit our website.

ON BEHALF OF THE BOARD

Jorge A. Ganoza

President, CEO, and Director

Fortuna Silver Mines Inc.

Investor Relations:

Carlos Baca | info@fortunasilver.com

Forward looking Statements

This news release contains forward-lookingstatements which constitute “forward-looking information” within the meaning of applicable Canadian securities legislationand “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private SecuritiesLitigation Reform Act of 1995 (collectively, “Forward-looking Statements”). All statements included herein, other than statementsof historical fact, are Forward-looking Statements and are subject to a variety of known and unknown risks and uncertainties which couldcause actual events or results to differ materially from those reflected in the Forward-looking Statements. The Forward-looking Statementsin this news release may include, without limitation, statements relating to Fortuna's intention in respect of NCIB purchases and thetiming, methods and quantity of any purchases of common shares under the NCIB. These forward-looking statements are based on certain assumptionsthat Fortuna has made in respect thereof as at the date of this news release, including: prevailing commodity prices, margins and exchangerates, that Fortuna's businesses will continue to achieve sustainable financial results and that future results of operations will beconsistent with past performance and management expectations in relation thereto, the availability of cashfor repurchases of common shares under the NCIB, and compliance with applicable laws and regulationspertaining 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 statementsthat events, “could” or “should” occur or be achieved and similar expressions, including negative variations.

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Forward-looking Statements involve known andunknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materiallydifferent from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such uncertainties andfactors include, among others, changes in general economic conditions and financial markets; the impact of the COVID-19 pandemic on theCompany’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 causea 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 governmentimposed restrictions, including restrictions on travel, the transportation of concentrates and doré, access to refineries, theimpact of additional waves of the pandemic or increases of incidents of COVID-19 in the countries in which we operate; the duration ofany suspension of operations at the Company’s mines as a result of COVID-19 which may affect production and the Company’ businessoperations and financial condition; the risks associated with the completion of the business combination with Roxgold, including the abilityof the Company to successfully consolidate functions, integrate operations, procedures and personnel; changes in prices for gold, silverand other metals; changes in the prices of key supplies; technological and operational hazards in Fortuna’s mining and mine developmentactivities; risks inherent in mineral exploration; the ability of the current exploration programs to identify and or expand mineral resources;operational risks in exploration and development; delays or changes in plans with respect to exploration or development projects includingthe construction of the mine at the Séguéla Project; uncertainties inherent in the estimation of mineral reserves, mineralresources, 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; fluctuationsin 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 hasattempted to identify important factors that could cause actual actions, events or results to differ materially from those described inForward-looking Statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimatedor intended.