Fortuna Mining Corp 6-K, filed Sep 8, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

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

For the month of September 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 x

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.<br><br> <br>(Registrant)
Date:  September 8, 2021	By:	/s/  “Jorge GanozaDurant”
		Jorge Ganoza Durant
		President and CEO

Exhibits:

99.1	News release dated September 8, 2021
99.2	Early Warning Report dated September 8, 2021.

Exhibit 99.1

NYSE: FSM	TSX: FVI<br><br> <br>www.fortunasilver.com	NEWS RELEASE

Fortuna announces sale of commonshares of Keon Capital Inc.

Vancouver, September 8, 2021 -- FortunaSilver Mines Inc. (NYSE: FSM) (TSX: FVI) announced that on September 7, 2021 the company entered into agreements with two private purchasers providing for the sale of an aggregate of 515,365 common shares (the “Sale Shares”) held by Fortuna in Keon Capital Inc. (formerly Prospero Silver Corp.) (“Keon”), at a purchase price of C$0.10 per common share, for aggregate proceeds of C$51,536.50.

The Sale Shares represent approximately 26.9% of the issued and outstanding common shares of Keon as of September 7, 2021. Upon completion of the transactions contemplated in the sale agreements, Fortuna disposed of all its common shares in Keon and does not hold any common shares or securities in Keon. Fortuna disposed of the Sale Shares for investment purposes and currently has no plan or proposal which relates to or would result in acquiring ownership or control over securities of Keon.

A copy of the early warning report required to be filed by Fortuna with respect to the foregoing matters will be filed and made available under Keon’s profile on SEDAR. A copy of the early warning report may also be obtained by contacting Fortuna’s Corporate Secretary at +1.604.484.4085.

About Fortuna Silver MinesInc.

Fortuna Silver Mines Inc. is a Canadian precious metals mining company with four operating mines in Argentina, Burkina Faso, Mexico and Peru, and an advanced development project 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 shareholders and 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

Exhibit 99.2

Form 62-103F1

Required Disclosure under the Early WarningRequirements

Item 1 – Security and Reporting Issuer

1.1	State the designation of securities to which this report relates and the name and address of the head office of the issuer of thesecurities.

Common shares (“Common Shares”) of Keon Capital Inc. (formerly Prospero Silver Corp.) (“Keon”), c/o 20^th^ Floor, 250 Howe Street, Vancouver, BC V6C 3R8.

1.2	State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report tookplace.

Not applicable. Agreements for the sale of the Sale Shares (as defined herein) were entered into with private purchasers. See item 2.2 below. The Common Shares of Keon are listed for trading on the NEX board of the TSX Venture Exchange.

Item 2 – Identity of the Acquiror

2.1	State the name and address of the acquiror.

Fortuna Silver Mines Inc. (“Fortuna”)

200 Burrard Street, Suite 650, Vancouver, BC V6C 3L6.

2.2	State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe thetransaction or other occurrence.

On September 7, 2021, Fortuna entered into share purchase and sale agreements with two private purchasers, pursuant to which it agreed to sell an aggregate of 515,365 common shares (the “Sale Shares”) of Keon at a purchase price of Cdn$0.10 per Sale Share, for an aggregate purchase price of Cdn$51,536.

2.3	State the names of any joint actors.

Not applicable.

Item 3 – Interest in Securitiesof the Reporting Issuer

3.1	State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to filethis report and the change in the acquiror’s securityholding percentage in the class of securities.

See item 2.2 above.

As at the date of the Sale Agreements and immediately before the completion of the transaction, Fortuna owned 515,365 common shares of Keon representing approximately 26.9% of the issued and outstanding common shares of Keon. Upon completion of the transaction as set out in the Sale Agreements, Fortuna disposed of all its common shares in Keon and does not hold any common shares or securities in Keon.

2

3.2	State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggeredthe requirement to file this report.

See item 3.1 above.

3.3	If the transaction involved a securities lending arrangement, state that fact.

Not applicable.

3.4	State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the classof securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

See item 3.1 above.

3.5	State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the classof securities referred to in Item 3.4 over which
(a)	the acquiror, either alone or together with any joint actors, has ownership and control,
---	---

See item 3.1 above.

(b)	the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other thanthe acquiror or any joint actor, and

Not applicable.

(c)	the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

Not applicable.

3.6	If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrumentinvolving a security of the class of securities in respect of which disclosure is required under this item, describe the material termsof the related financial instrument and its impact on the acquiror’s securityholdings.

Not applicable.

3.7

If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class ofsecurities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the durationof the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securitiesthat have been transferred or lent under the arrangement.

Not applicable.

State if the securities lending arrangement is subjectto the exception provided in section 5.7 of NI 62-104.

Not applicable.

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3.8	If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering,directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates,describe the material terms of the agreement, arrangement or understanding.

Not applicable.

Item 4 – Consideration Paid

4.1	State the value, in Canadian dollars, of any consideration paid or received per security and in total.

The purchase price is Cdn$0.10 per Sale Share, for an aggregate purchase price of Cdn$51,536.

4.2	In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents apublished market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the considerationpaid or received by the acquiror.

See item 4.1 above.

4.3	If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

Not applicable.

Item 5 – Purpose of the Transaction

State the purpose or purposes of the acquiror and any joint actorsfor the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror andany joint actors may have which relate to or would result in any of the following:

(a)	the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;
(b)	a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;
---	---
(c)	a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;
---	---
(d)	a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the numberor term of directors or to fill any existing vacancy on the board;
---	---
(e)	a material change in the present capitalization or dividend policy of the reporting issuer;
---	---
(f)	a material change in the reporting issuer’s business or corporate structure;
---	---
(g)	a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisitionof control of the reporting issuer by any person or company;
---	---
(h)	a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
---	---
(i)	the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;
---	---
(j)	a solicitation of proxies from securityholders;
---	---
(k)	an action similar to any of those enumerated above.
---	---

Fortuna is disposing of the Sale Shares for investment purposes and currently has no future current plan or proposals which relate to the matters listed in clauses (a) to (k) above.

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Item 6 – Agreements, Arrangements, Commitments or UnderstandingsWith Respect to Securities of the Reporting Issuer

Describe the material terms of any agreements, arrangements, commitmentsor understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the classof securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’sfees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding ofproxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence ofwhich would give another person voting power or investment power over such securities, except that disclosure of standard default andsimilar provisions contained in loan agreements need not be included.

Not applicable.

Item 7 – Change in Material Fact

If applicable, describe any change in a material fact set out ina previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’ssecurities.

Not applicable.

Item 8 – Exemption

If the acquiror relies on an exemption from requirements in securitieslegislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting thatreliance.

Not applicable.

Item 9 – Certification

The acquiror must certify that the information in this report istrue and complete in every respect. In the case of an agent, the certification is based on the agent’s best knowledge, informationand belief but the acquiror is still responsible for ensuring that the information filed by the agent is true and complete.

This report must be signed by each person on whose behalf the reportis filed or his or her authorized representative.

It is an offence to submit information that, in a material respectand at the time and in the light of the circumstances in which it is submitted, is misleading or untrue.

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Certificate

I, as the acquiror, certify, or I, as the agent filing this report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

Dated this 8th day of September, 2021.

FORTUNA SILVER MINES INC.

Per:	(signed) “Jorge Ganoza Durant”
Name:	Jorge Ganoza Durant
Title:	President and Chief Executive Officer