Fortuna Mining Corp 6-K, filed Nov 12, 2021
Fortuna Mining Corp. (FSM)
About this 6-K
Fortuna Mining Corp filed this 6-K on November 12, 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 OF1934
For the month of November 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:<br> November 12, 2021 | By: | /s/<br> "Jorge Ganoza Durant" |
| Jorge<br> Ganoza Durant | ||
| President<br> and CEO |
Exhibits:
Exhibit 99.1

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended
September 30, 2021 and 2020
(UNAUDITED)
Fortuna Silver Mines Inc.
Condensed Interim Consolidated Income Statements
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| Three months ended Sept 30, | Nine months ended Sept 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Sales (Note 21) | $ | 162,569 | $ | 83,437 | $ | 400,917 | $ | 175,462 | ||||
| Cost of sales (Note 22) | 115,221 | 41,386 | 253,788 | 112,170 | ||||||||
| Mine operating income | 47,348 | 42,051 | 147,129 | 63,292 | ||||||||
| General and administration (Note 23) | 11,176 | 8,950 | 28,913 | 22,948 | ||||||||
| Exploration and evaluation | 196 | 140 | 604 | 643 | ||||||||
| Share of loss from associates | - | 9 | - | 76 | ||||||||
| Foreign exchange loss | 510 | 3,564 | 4,952 | 7,456 | ||||||||
| Other expenses (Note 24) | 13,693 | 898 | 14,650 | 3,130 | ||||||||
| 25,575 | 13,561 | 49,119 | 34,253 | |||||||||
| Operating income | 21,773 | 28,490 | 98,010 | 29,039 | ||||||||
| Investment gains | - | - | - | 3,306 | ||||||||
| Interest and finance costs, net (Note 25) | (3,967 | ) | (420 | ) | (8,545 | ) | (1,126 | ) | ||||
| Gain on derivatives | 1,822 | - | 1,618 | - | ||||||||
| Roxgold transaction costs (Note 5) | (10,543 | ) | - | (14,085 | ) | - | ||||||
| (12,688 | ) | (420 | ) | (21,012 | ) | 2,180 | ||||||
| Income before income taxes | 9,085 | 28,070 | 76,998 | 31,219 | ||||||||
| Income taxes | ||||||||||||
| Current income tax expense | 9,017 | 15,540 | 35,186 | 25,504 | ||||||||
| Deferred income tax (recovery) expense | (143 | ) | (559 | ) | (983 | ) | 2,779 | |||||
| 8,874 | 14,981 | 34,203 | 28,283 | |||||||||
| Net income for the period | $ | 211 | $ | 13,089 | $ | 42,795 | $ | 2,936 | ||||
| Net income (loss) attributable to: | ||||||||||||
| Fortuna shareholders | $ | (453 | ) | $ | 13,089 | $ | 42,131 | $ | 2,936 | |||
| Non-controlling<br> interest | 664 | - | 664 | - | ||||||||
| $ | 211 | $ | 13,089 | $ | 42,795 | $ | 2,936 | |||||
| Earnings per share (Note 20) | ||||||||||||
| Basic | $ | (0.00 | ) | $ | 0.07 | $ | 0.19 | $ | 0.02 | |||
| Diluted | $ | (0.00 | ) | $ | 0.07 | $ | 0.19 | $ | 0.02 | |||
| Weighted average number of common shares outstanding (000's) | ||||||||||||
| Basic | 289,122 | 184,036 | 219,962 | 171,908 | ||||||||
| Diluted | 289,122 | 195,887 | 222,836 | 182,996 |
The accompanying notes are an integral part of these financial statements.
Page | 1
Fortuna Silver Mines Inc.
Condensed Interim Consolidated Statements of Comprehensive Income
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| Nine months ended Sept 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2021 | 2020 | |||||||||
| Net income for the period | 211 | $ | 13,089 | $ | 42,795 | $ | 2,936 | ||||
| Items that will remain permanently in other comprehensive income: | |||||||||||
| Changes in fair value of investments in equity securities, net of nil tax | (93 | ) | (218 | ) | (197 | ) | (218 | ) | |||
| Items that may in<br> the future be reclassified to profit or loss: | |||||||||||
| Currency translation adjustment | (1,929 | ) | - | (1,929 | ) | - | |||||
| Changes in fair value of hedging instruments, net of nil tax | 261 | 249 | 749 | (440 | ) | ||||||
| Total<br> other comprehensive (loss) income for the period | (1,761 | ) | 31 | (1,377 | ) | (658 | ) | ||||
| Comprehensive<br> (loss) income for the period | (1,550 | ) | $ | 13,120 | $ | 41,418 | $ | 2,278 | |||
| Comprehensive<br> (loss) income attributable to: | |||||||||||
| Fortuna shareholders | (2,214 | ) | 13,120 | 40,754 | 2,278 | ||||||
| Non-controlling interest | 664 | - | 664 | - | |||||||
| (1,550 | ) | $ | 13,120 | $ | 41,418 | $ | 2,278 |
All values are in US Dollars.
The accompanying notes are an integral part of these financial statements.
Page | 2
Fortuna Silver Mines Inc.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| As at | Sept 30, 2021 | Dec 31, 2020 | ||
|---|---|---|---|---|
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalents | $ | 135,765 | $ | 131,898 |
| Trade and other receivables (Note 6) | 68,369 | 76,555 | ||
| Inventories (Note 7) | 71,331 | 35,274 | ||
| Other current assets (Note 8) | 13,321 | 4,340 | ||
| 288,786 | 248,067 | |||
| NON-CURRENT ASSETS | ||||
| Restricted cash | 2,056 | - | ||
| Mineral properties and exploration and evaluation assets (Note 9) | 1,181,917 | 385,717 | ||
| Property, plant and equipment (Note 10) | 480,588 | 405,410 | ||
| Other assets (Note 11) | 48,795 | 16,144 | ||
| Total assets | $ | 2,002,142 | $ | 1,055,338 |
| LIABILITIES | ||||
| CURRENT LIABILITIES | ||||
| Trade and other payables (Note 12) | $ | 123,789 | $ | 65,275 |
| Current portion of debt (Note 15) | 143,007 | - | ||
| Income taxes payable | 20,434 | 23,808 | ||
| Current portion of lease obligations (Note 14) | 11,463 | 6,978 | ||
| Current portion of closure and reclamation provisions (Note 17) | 1,200 | 380 | ||
| 299,893 | 96,441 | |||
| NON-CURRENT LIABILITIES | ||||
| Debt (Note 15) | 44,710 | 158,616 | ||
| Deferred tax liabilities | 181,032 | 19,499 | ||
| Closure and reclamation provisions (Note 17) | 41,332 | 39,970 | ||
| Lease obligations (Note 14) | 19,967 | 12,519 | ||
| Other liabilities (Note 16) | 1,382 | 2,523 | ||
| Total liabilities | 588,316 | 329,568 | ||
| SHAREHOLDERS' EQUITY | ||||
| Share capital (Note 19) | 1,079,236 | 492,306 | ||
| Reserves | 30,255 | 24,724 | ||
| Retained earnings | 250,871 | 208,740 | ||
| Equity attributable to Fortuna shareholders | 1,360,362 | 725,770 | ||
| Equity attributable to non-controlling interest | 53,464 | - | ||
| Total equity | 1,413,826 | 725,770 | ||
| Total liabilities and shareholders' equity | $ | 2,002,142 | $ | 1,055,338 |
Commitments (Note 30); Subsequent events (Note 31)
| /s/ Jorge Ganoza Durant | /s/ Kylie Dickson |
|---|---|
| Jorge Ganoza Durant | Kylie Dickson |
| Director | Director |
The accompanying notes are an integral part of these financial statements.
Page | 3
Fortuna Silver Mines Inc.
Condensed Interim ConsolidatedStatements of Cashflows
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| Three months ended Sept 30, | Nine months ended Sept 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||
| (Restated - Note 3) | (Restated - Note 3) | |||||||
| Operating activities: | ||||||||
| Net income for the period | $ | 211 | 13,089 | $ | 42,795 | $ | 2,936 | |
| Items not involving cash | ||||||||
| Depletion and depreciation | 37,764 | 11,041 | 77,463 | 31,623 | ||||
| Accretion expense | 1,147 | 199 | 2,710 | 601 | ||||
| Income taxes | 8,873 | 14,982 | 34,203 | 28,283 | ||||
| Interest expense, net | 2,820 | 221 | 5,835 | 525 | ||||
| Share based payments (recovery) expense, net of cash settlements | (175) | 3,503 | (5,371) | 7,670 | ||||
| Share of loss from associates | - | 9 | - | 76 | ||||
| Unrealized foreign exchange (gain) loss | (167) | 218 | (19) | 479 | ||||
| Unrealized foreign exchange loss, Lindero construction | 977 | 2,658 | 3,824 | 8,645 | ||||
| Investment gains | - | - | - | (3,306) | ||||
| Unrealized gain on derivatives | (936) | - | (1,686) | - | ||||
| Write-downs and other | 2,792 | (42) | 2,559 | 227 | ||||
| 53,306 | 45,878 | 162,313 | 77,759 | |||||
| Trade and other receivables | 7,816 | (1,854) | (8,517) | 10,692 | ||||
| Prepaid expenses | (1,742) | 768 | (4,831) | (88) | ||||
| Inventories | (7,998) | (12,550) | (18,191) | (23,849) | ||||
| Trade and other payables | 2,651 | 6,263 | 7,585 | (4,818) | ||||
| Closure and reclamation payments | (84) | (76) | (148) | (175) | ||||
| Cash provided by operating activities | 53,949 | 38,429 | 138,211 | 59,521 | ||||
| Income taxes paid | (12,607) | (6,022) | (43,609) | (22,554) | ||||
| Interest paid | (2,063) | (65) | (5,449) | (370) | ||||
| Interest received | 100 | 30 | 915 | 282 | ||||
| Net cash provided by operating activities | 39,379 | 32,372 | 90,068 | 36,879 | ||||
| Investing activities: | ||||||||
| Cash consideration for acquistion of Roxgold (Note 5) | (25,333) | - | (25,333) | - | ||||
| Cash acquired through<br> acquisition of Roxgold (Note 5) | 65,622 | - | 65,622 | - | ||||
| Promissory note receivable (Note 5) | - | - | (35,296) | - | ||||
| Additions to mineral properties, plant and equipment | (53,010) | (18,077) | (90,228) | (70,176) | ||||
| Purchases of investments | - | - | - | (7,269) | ||||
| Proceeds from sale of investments | 14 | - | 14 | 10,575 | ||||
| Proceeds from sale of assets | - | 20 | - | 64 | ||||
| Recoveries of (additions to) Lindero construction VAT | 795 | (5,282) | 17,987 | (14,356) | ||||
| Cash (used in) investing activities | (11,912) | (23,339) | (67,234) | (81,162) | ||||
| Financing activities: | ||||||||
| Proceeds from credit facility (Note 15 (a)) | - | - | - | 40,000 | ||||
| Repayment of credit facility | (4,076) | - | (4,076) | (55,000) | ||||
| Proceeds from issuance of common shares | (44) | 1,011 | 158 | 70,011 | ||||
| Share issuance costs | - | (233) | - | (3,356) | ||||
| Payments of lease obligations | (3,675) | (1,103) | (8,514) | (5,235) | ||||
| Non-controlling dividend payment | (4,483) | - | (4,483) | - | ||||
| Cash (used in) provided by financing activities | (12,278) | (325) | (16,915) | 46,420 | ||||
| Effect of exchange rate changes on cash and cash equivalents | (1,216) | (217) | (2,052) | (365) | ||||
| Increase in cash and cash equivalents during the period | 13,973 | 8,491 | 3,867 | 1,772 | ||||
| Cash and cash equivalents, beginning of the period | 121,792 | 76,685 | 131,898 | 83,404 | ||||
| Cash and cash equivalents, end of the period | $ | 135,765 | $ | 85,176 | $ | 135,765 | $ | 85,176 |
| Cash and cash equivalents consist of: | ||||||||
| Cash | $ | 72,190 | $ | 31,608 | $ | 72,190 | $ | 31,608 |
| Cash equivalents | 63,575 | 53,568 | 63,575 | 53,568 | ||||
| Cash and cash equivalents, end of the period | $ | 135,765 | $ | 85,176 | $ | 135,765 | $ | 85,176 |
| Supplemental cash flow information (note 28) |
The accompanying notes are an integral part of these financial statements.
Page | 4
Fortuna Silver Mines Inc.
Condensed Interim Consolidated Statements of Changes in Equity
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| Share capital | Reserves | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of commonshares | Amount | Equity reserve | Hedging reserve | Fair value reserve | Equity component of convertible debentures | Foreign currency reserve | Retained earnings | Non- controlling interest | Totalequity | ||||||||||
| Balance at January 1, 2021 | 184,195,727 | $ | 492,306 | $ | 20,086 | $ | (878) | $ | (424) | $ | 4,825 | $ | 1,115 | $ | 208,740 | $ | - | $ | 725,770 |
| Total comprehensive income for the period | |||||||||||||||||||
| Net income for the period | - | - | - | - | - | - | - | 42,131 | 664 | 42,795 | |||||||||
| Other comprehensive loss for the period | - | - | - | 749 | (197) | - | (1,929) | - | - | (1,377) | |||||||||
| Total comprehensive income for the period | - | - | - | 749 | (197) | - | (1,929) | 42,131 | 664 | 41,418 | |||||||||
| Transactions with owners of the Company | |||||||||||||||||||
| Acquisition of Roxgold | 106,106,224 | 582,137 | 8,163 | - | - | - | - | - | 52,800 | 643,100 | |||||||||
| Exercise of stock options | 68,927 | 294 | (136) | - | - | - | - | - | - | 158 | |||||||||
| Shares issued on vesting of share units | 1,174,752 | 4,499 | (4,499) | - | - | - | - | - | - | - | |||||||||
| Share-based payments (Note 18) | - | - | 3,380 | - | - | - | - | - | - | 3,380 | |||||||||
| 107,349,903 | 586,930 | 6,908 | - | - | - | - | - | 52,800 | 646,638 | ||||||||||
| Balance at September 30, 2021 | 291,545,630 | $ | 1,079,236 | $ | 26,994 | $ | (129) | $ | (621) | $ | 4,825 | $ | (814) | $ | 250,871 | $ | 53,464 | $ | 1,413,826 |
| Balance at January 1, 2020 | 160,291,553 | $ | 422,145 | $ | 20,870 | $ | (674) | $ | (42) | $ | 4,825 | $ | 1,115 | $ | 187,187 | $ | - | $ | 635,426 |
| Total comprehensive income for the period | |||||||||||||||||||
| Net income for the period | - | - | - | - | - | - | - | 2,936 | - | 2,936 | |||||||||
| Other comprehensive<br> loss for the period | - | - | - | (440) | (218) | - | - | - | - | (658) | |||||||||
| Total comprehensive<br> income for the period | - | - | - | (440) | (218) | - | - | 2,936 | - | 2,278 | |||||||||
| Transactions with owners of the Company | |||||||||||||||||||
| Issuance of common shares | 23,000,000 | 69,000 | - | - | - | - | - | - | - | 69,000 | |||||||||
| Share issuance costs | - | (3,358) | - | - | - | - | - | - | - | (3,358) | |||||||||
| Exercise of stock options | 211,626 | 1,438 | (425) | - | - | - | - | - | - | 1,013 | |||||||||
| Shares issued on vesting of share units | 692,548 | 3,081 | (3,081) | - | - | - | - | - | - | - | |||||||||
| Share-based payments<br> (Note 18) | - | - | 2,400 | - | - | - | - | - | - | 2,400 | |||||||||
| 23,904,174 | 70,161 | (1,106) | - | - | - | - | - | - | 69,055 | ||||||||||
| Balance at September<br> 30, 2020 | 184,195,727 | $ | 492,306 | $ | 19,764 | $ | (1,114) | $ | (260) | $ | 4,825 | $ | 1,115 | $ | 190,123 | $ | - | $ | 706,759 |
The accompanying notes are an integral part of these financial statements.
Page | 5
Fortuna Silver Mines Inc.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
1. NATURE OF OPERATIONS
Fortuna Silver Mines Inc. and its subsidiaries (the “Company”) is a publicly traded company incorporated and domiciled in British Columbia, Canada.
The Company is engaged in precious and base metal mining and related activities in Argentina, Burkina Faso, Mexico, Peru, and Côte d’Ivoire. The Company operates the open pit Lindero gold mine (“Lindero”) in northern Argentina, the underground Yaramoko mine (“Yaramoko”) in south western Burkina Faso, the underground San Jose silver and gold mine (“San Jose”) in southern Mexico, the underground Caylloma silver, lead, and zinc mine (“Caylloma”) in southern Peru, and is developing the open pit Séguéla gold mine (“Séguéla”) in south western Côte d’Ivoire.
On July 2, 2021, the Company acquired all of the issued and outstanding common shares of Roxgold Inc. (“Roxgold”) (see Note 5). Through the completion of the acquisition, the Company acquired the Yaramoko mine and the Séguéla advanced exploration project.
The Company’s common shares are listed on the New York Stock Exchange under the trading symbol FSM and on the Toronto Stock Exchange under the trading symbol FVI.
The Company’s registered office is located at Suite 650 - 200 Burrard Street, Vancouver, Canada, V6C 3L6.
2. COVID-19 UNCERTAINTIES AND LIQUIDITY RISK
COVID-19 Uncertainties
The Company is managing the necessary country-by-country restrictions related to the prevention of the spread of COVID-19 in order to assist in the protection of those most vulnerable. In 2021, the Company has experienced an increase in COVID-19 cases in Argentina and Peru which has affected operations at the Lindero Mine and the Caylloma Mine and has resulted in a reduced workforce and quarantine periods for those affected. Each of the Company’s mine sites is, at the date of these interim financial statements, operating with a reduced workforce. Worker availability continues to be a challenge but is currently being mitigated by increasing the use of temporary workers and contractors. Health protocols are in place at each mine site for control, isolation and quarantine, as necessary, and these continue to be reviewed and adjusted accordingly based on the circumstances at each location. The Company’s focus is the health and safety of the workforce and on measures to prevent and manage the transmission of COVID-19 amongst the workforce and the communities in which the Company operates.
The Company’s operations and financial performance are dependent on it being able to operate at each of its mines and projects. Given the fast-changing situation with respect to the COVID-19 pandemic, including further waves of the virus and the emergence of variant forms of the virus, it is difficult to predict the exact nature and extent of the impact the pandemic may have on the Company’s operations and its business. Until the number of cases and death rate starts to flatten and decline, there is no certainty that the governments of countries in which the Company operates will not mandate another round of extreme measures, including the suspension of business activities, which could include mining. Outbreaks of COVID-19 in areas where the Company operates or further restrictive directives of government and public health authorities could cause delays or disruptions in the Company’s supply chain, restrict access to its mine sites, restrict its ability to transport and ship gold doré and/or metal concentrates, restrict access to processing and refinery facilities, or impediments to market logistics. Further suspensions of operations or curtailment of commissioning activities at the Company’s mines remains a significant risk to its business and operations.
Page | 6
Fortuna Silver Mines Inc.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity risk by the preparation of internally generated cash flow forecasts. These short-term cash flow forecasts consider the estimation of future operating costs, financing costs, development capital and cash receipts from sales revenue. Sensitivity analyses are also performed, including the impact of volatility in estimated commodity prices.
The Company had $135.8 million of liquidity comprised of cash and cash equivalents as at September 30, 2021, and believes that its cash and cash equivalents will provide sufficient liquidity to meet the Company’s minimum obligations for at least the next 12 months from September 30, 2021. On November 4, 2021, the Company entered into a fourth amended and restated credit agreement, effective as of November 5, 2021, which converts the Company’s existing non-revolving and revolving facility into a revolving term credit facility in the amount of $200.0 million, with a term of four years and a step down to $150.0 million after three years. On closing of the amended credit facility, $120.0 million was available for drawdown and was drawn down in full. If a new environmental impact authorization for the San Jose mine (“San Jose EIA”) has not been approved or the existing San Jose EIA has not been extended by January 23, 2022, the availability of the amended credit facility will be reduced to $100.0 million. The total amended credit facility of up to $200.0 million will only become available upon receipt of the new San Jose EIA approval or San Jose EIA extension. Under the terms of the amended credit facility, the Company must obtain by November 20, 2021 a permanent injunction or equivalent protection, in form and substance acceptable to the lenders acting reasonably, which allows the Company to continue to operate the mine.
On November 10, 2021, written notification was received from Secretaría de Medio Ambiente y Recursos Naturales (“SEMARNAT”) that confirmed the application for an extension to the San Jose EIA had been denied. SEMARNAT denied the application for the extension citing a pending evaluation by SEMARNAT related to the regularization of ancillary infrastructure at the mine site. In addition, it cited non receipt of requested information, which the Company has already provided to the authority. The Company is reviewing the reasons for the denial with its advisors, but believes that it is fundamentally in compliance with all material aspects of the San Jose EIA and is entitled to an extension.
The San Jose mine is currently operating under the protection of the Mexican courts which allows the continued operation of the San Jose mine beyond the expiry date of the San Jose EIA. The Company has the right and intends to appeal the decision of SEMARNAT and will continue to pursue all legal protection available to it in order to continue to operate pending the appeal of the decision of SEMARNAT.
3. BASIS OF PRESENTATION
Statement of Compliance
These unaudited condensed interim consolidated financial statements (“interim financial statements”) were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting. They do not include all the information required for full annual financial statements. These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2020, which includes information necessary for understanding the Company’s business and financial presentation.
The same accounting policies and methods of computation are followed in these interim financial statements as compared with the most recent annual financial statements, except as described below.
In 2020, the IASB published Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and IFRS 16) (“Phase 2 amendments”) to address the financial reporting impacts of replacing one benchmark interest rate with an alternative rate and became effective January 1, 2021. The adoption of these amounts did not have a significant effect on the Company’s interim financial statements.
Certain comparative figures have been reclassified to conform to the presentation adopted for the three and nine months ended September 30, 2021.
On November 10, 2021, the Company's Board of Directors approved these interim financial statements for issuance.
Accounting policies adopted in conjunctionwith the acquisition of Roxgold
| a) | Business combination |
|---|
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is allocated to the identifiable assets acquired and liabilities assumed based on the acquisition-date fair value. The excess of the cost of acquisition over the fair value of the Company’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets acquired, the difference, or gain, is recognized directly in the consolidated statement of operations. The results of businesses acquired during the period are included in the interim financial statements from the date of acquisition. Acquisition-related costs, are expensed as incurred. Provisional fair values are finalized within 12 months of the acquisition date. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period about facts and circumstances that existed at the acquisition date.
Page | 7
Fortuna Silver Mines Inc.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| b) | Non-Controlling interests |
|---|
Non-controlling interest represents equity interests in subsidiaries owned by outside parties. Non-controlling interests are recorded at their proportionate share of the fair value of identifiable net assets acquired on initial recognition. The share of net assets of subsidiaries attributable to non-controlling interests is presented as a component of equity. Their share of net income and other comprehensive income is recognized directly in equity even if the results of the non-controlling interest have a deficit balance.
The Company recognises transactions with non-controlling interest as transactions with equity shareholders. Changes in the Company’s ownership interest in subsidiaries that do not result in loss of control are accounted for as equity transactions.
| c) | Consolidation, functional and presentation currency |
|---|
These interim financial statements are presented in United States Dollars (“$” or “US$” or “US dollars”), which is the functional currency of the Company. Reference to C$ are to Canadian dollars. All amounts in these interim financial statements have been rounded to the nearest thousand US dollars, unless otherwise stated.
The functional currency for each entity consolidated within the Company's financial statements is determined by the currency of the primary economic environment in which it operates. The functional currency of subsidiaries acquired in the period are identified in the table below:
| Name of Subsidiary | Place of Incorporation | Beneficial Common Share Ownership Interest | Principal Activity | Functional Currency |
|---|---|---|---|---|
| Roxgold<br> SANU S.A. | Burkina<br> Faso | 90% | Mining | USD |
| Roxgold<br> Sango S.A. | Côte<br> d’Ivoire | 90% | Exploration | USD |
| Roxgold<br> Burkina Faso S.A.R.L. | Burkina<br> Faso | 100% | Exploration | USD |
| Roxgold<br> Exploration S.A.R.L. | Burkina<br> Faso | 100% | Exploration | USD |
| Roxgold<br> Boussoura S.A.R.L. | Burkina<br> Faso | 100% | Exploration | USD |
| FR<br> Mining Limited | British<br> Virgin Islands | 100% | Holding | USD |
| FR<br> Gold Limited | British<br> Virgin Islands | 100% | Holding | USD |
| Roxgold<br> CI Limited | Cayman<br> Islands | 100% | Holding | USD |
| Roxgold<br> Boussoura | Cayman<br> Islands | 100% | Holding | USD |
| Roxgold<br> Inc. | British<br> Columbia, Canada | 100% | Holding | CAD |
| FR<br> Gold Mining Inc. | British<br> Columbia, Canada | 100% | Holding | CAD |
| Roxgold<br> Resources Pty Ltd | Australia | 100% | Corporate | AUD |
| LGL<br> Exploration Côte d’Ivoire SA | Côte<br> d’Ivoire | 100% | Exploration | XOF |
| LGL<br> Resources Côte d’Ivoire SA | Côte<br> d’Ivoire | 100% | Exploration | XOF |
Assets and liabilities of the subsidiaries that have a functional currency other than the US dollars are translated into US dollars at the exchange rate in effect on the consolidated statements of financial position date and revenues and expenses are translated at the average rate over the reporting period. Gains and losses from these translations are recognized in other comprehensive income.
Page | 8
Fortuna Silver Mines Inc.
Notesto Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
Amendmentsto IAS 16, Property, Plant and Equipment - Proceeds before Intended Use
The Company elected to early adopt the amendments to IAS 16, Property, Plant and Equipment - Proceeds before Intended Use (“IAS 16 amendment”) on December 31, 2020, and in accordance with the transitional provisions of that standard, the amendments were applied retrospectively and the information presented for the period ended September 30, 2020 has been restated. The following table show the changes to the consolidated statements of cash flows for the three and nine months ended September 30, 2020, upon adoption of the IAS 16 amendment:
ConsolidatedStatement of Cash Flow
| Three<br> months ended September 30, 2020 | As<br> reported | IAS<br> 16<br> amendment | Restated | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Changes<br> in non cash working capital: | |||||||||
| Inventories | $ | 538 | $ | (13,088 | ) | $ | (12,550 | ) | |
| Net<br> cash provided by operating activities | $ | 45,460 | $ | (13,088 | ) | $ | 32,372 | ||
| Investing<br> Activities: | |||||||||
| Additions<br> to mineral properties, plant and equipment | $ | (31,165 | ) | $ | 13,088 | $ | (18,077 | ) | |
| Cash<br> used in investing activities | $ | (36,427 | ) | $ | 13,088 | $ | (23,339 | ) | |
| Nine<br> months ended September 30, 2020 | As<br> reported | IAS<br> 16<br> amendment | Restated | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Changes<br> in non cash working capital: | |||||||||
| Inventories | $ | 1,388 | $ | (25,237 | ) | $ | (23,849 | ) | |
| Net<br> cash provided by operating activities | $ | 62,116 | $ | (25,237 | ) | $ | 36,879 | ||
| Investing<br> Activities: | |||||||||
| Additions<br> to mineral properties, plant and equipment | $ | (95,413 | ) | $ | 25,237 | $ | (70,176 | ) | |
| Cash<br> used in investing activities | $ | (106,399 | ) | $ | 25,237 | $ | (81,162 | ) |
Basisof Measurement
These interim financial statements have been prepared on a historical cost basis, except for those assets and liabilities that are measured at fair value (Note 27) at the end of each reporting period.
| 4. | USE OF ESTIMATES, ASSUMPTIONS AND JUDGEMENTS |
|---|
The preparation of these interim financial statements requires management to make estimates and judgements that affect the reported amounts of assets and liabilities at the period end date and reported amounts of expenses during the reporting period. Such judgements and estimates are, by their nature, uncertain. Actual outcomes could differ from these estimates.
The impact of such judgements and estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. These judgements and estimates are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. Revisions to accounting estimates are recognized in the period in which the estimate is revised and are accounted for prospectively.
Page | 9
Fortuna Silver Mines Inc.
Notesto Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
In preparing these interim financial statements for the three and nine months ended September 30, 2021, the Company applied the same critical estimates and judgements as disclosed in note 4 of its audited consolidated financial statements for the year ended December 31, 2020, except as described below.
FairValue Estimates in the Acquisition of Roxgold (Note 5)
Accounting for acquisitions requires estimates with respect to the fair value of the assets acquired and liabilities assumed. The determination of fair value requires management to use valuation methods including discounted cash flow models, comparable transactions and other market-based information, and to make assumptions and estimates about future events, such as production, future metal prices, production costs, capital expenditures, discount rates and other assumptions. Changes in these assumptions or estimates could affect the fair values assigned to assets acquired and liabilities assumed.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. These provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognized as of that date. The measurement period ends as soon as the Company receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable and shall not exceed one year from the acquisition date.
| 5. | ACQUISITION OF SUBSIDIARY |
|---|
On July 2, 2021 (the “Closing Date"), the Company completed the acquisition of Roxgold (the "Transaction") and its underground producing Yaramoko mine in Burkina Faso, the Séguéla development project in Côte d’Ivoire, and the Boussoura exploration property in Burkina Faso. The Transaction was completed by way of a court-approved plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) pursuant to the Arrangement agreement between Fortuna and Roxgold dated effective April 26, 2021. Under the terms of the Transaction, the Company acquired all of the issued and outstanding common shares ("Roxgold Shares") of Roxgold in exchange for 0.283 of a common share of Fortuna and C$0.001 in cash for each Roxgold Share. Upon completion of the transaction, Roxgold became a wholly-owned subsidiary of Fortuna.
On the closing of the Transaction, the Company issued 106,106,224 common shares and paid $0.3 million in cash in exchange for all of the issued and outstanding Roxgold Shares. In addition, the Company made the following cash payments:
| • | $29.3<br> million in change of control payouts to non-continuing executives and directors relating<br> to severance and vested RSUs, PSUs, and DSUs, of which $23.7 million has been determined<br> to form part of the consideration; and |
|---|---|
| • | $4.6<br> million to continuing employees and executives related to the 2021 grants of RSUs, PSUs,<br> and DSUs, which were not assumed by Fortuna (see discussion following), $1.3 million<br> of which has been determined to form part of the consideration and $3.3 million was expensed<br> as Roxgold transaction costs. |
| --- | --- |
Under the terms of the Arrangement, all Roxgold stock options, RSUs and PSUs issued in 2018, 2019, and 2020 to continuing employees and executives outstanding as at the effective time of the Arrangement were assumed by the Company having the same terms and conditions as the original respective Roxgold long-term incentive plans (including with respect to vesting and settlement), except that on settlement thereof the holder will receive 0.283 of a Fortuna common share or the cash equivalent at the time of settlement. Following the acquisition of Roxgold, the Company assumed 405,240 options, 1,023,696 PSUs and 1,419,649 RSUs.
Page | 10
Fortuna Silver Mines Inc.
Notesto Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
The Company advanced a promissory note of $35.3 million to Roxgold on June 29, 2021 in advance of closing of the Transaction, to cover expected cash consideration, transaction costs, and liabilities in relation to the Transaction. The promissory note was effectively settled upon closing of the Transaction.
The Company has determined that the Transaction represents a business combination, with the Company identified as the acquirer. Based on the share price of the Company’s common shares immediately prior to the Closing Date, the estimated fair value of the of the Options, RSUs, and PSUs assumed, the cash consideration paid, and settlement of the pre-existing promissory note between Roxgold and Fortuna, the total consideration of the acquisition was determined to be $655.3 million. The Company began consolidating the operating results, cash flows, and net assets of Roxgold from July 2, 2021.
In accordance with the acquisition method of accounting, the acquisition cost was allocated to the underlying assets acquired and liabilities assumed, based upon their estimated fair values at the date of acquisition. The consideration paid has been allocated on a provisional basis to the assets acquired and liabilities assumed based on their estimated fair values on the Closing Date as follows:
| Consideration paid: | |||
|---|---|---|---|
| Fortuna shares issued to Roxgold shareholders | $ | 582,523 | |
| Options, RSUs, and PSUs assumed by Fortuna | 12,143 | ||
| Settlement of promissory note due from Roxgold | 35,296 | ||
| Cash consideration paid to Roxgold shareholders, PSU, RSU, and DSU holders | 25,333 | ||
| Total consideration | $ | 655,295 | |
| Allocation of consideration: | |||
| --- | --- | --- | --- |
| Cash and cash equivalents | $ | 65,600 | |
| Trade and other receivables | 18,800 | ||
| Other current assets | 3,000 | ||
| Inventory | 23,300 | ||
| Restricted cash | 2,100 | ||
| Mineral properties and exploration and evaluation assets | 789,200 | ||
| Property, plant and equipment | 85,500 | ||
| Trade and other payables | (56,400 | ) | |
| Income taxes payable | (5,400 | ) | |
| Lease liabilities | (13,600 | ) | |
| Debt | (31,700 | ) | |
| Closure and reclamation provision | (3,300 | ) | |
| Deferred tax liability | (162,600 | ) | |
| Other labilities | (6,405 | ) | |
| Non controlling interest | (52,800 | ) | |
| Net assets acquired | $ | 655,295 |
Page | 11
Fortuna Silver Mines Inc.
Notesto Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
The fair value of mineral properties exploration and evaluation assets (Level 3), debt (Level 2), and lease liabilities (Level 2) were estimated using discounted cash flow models, comparable transactions and other market-based information. The fair value of property, plant, and equipment (Level 3) were estimated using either market or cost approaches. Expected future cash flows are based on estimates of future gold prices and projected revenues, estimated quantities of mineral reserves and mineral resources, expected future production costs and capital expenditures based on life-of-mine plans at the acquisition date. The fair value of inventory (Level 3) was based on forward gold prices and the cost to complete.
The non-controlling interest represents a 10% interest in the legal entities that own the Yaramoko and Séguéla properties, by the Burkina Faso and Côte d’Ivoire governments, respectively. The fair value (Level 3) was determined based on the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets.
The fair values of the assets acquired and liabilities assumed of Roxgold have been provisionally determined at the end of the reporting period. The fair values will remain preliminary until the Company completes its valuation of the mineral properties and exploration and evaluation assets, property, plant and equipment, deferred taxes, and non-controlling interest. The final determination of fair values of assets acquired and liabilities assumed, which is expected to be no later than 12 months from the Closing Date, could differ significantly from the provisional amounts presented. Any adjustments made will be recognized retrospectively and comparative information will be revised.
For the three and nine months ended September 30, 2021, transaction and integration costs in the form of continuing employee payouts, advisory, legal and other professional fees of $10.5 million and $14.1 million, respectively, were expensed as incurred and included in the Roxgold transaction costs the Condensed Interim Consolidated Statement of Comprehensive Income.
Consolidated revenue for the three and nine months ended September 30, 2021 includes revenue from the properties acquired in the Transaction of $49.0 million. Consolidated net income for the three and nine months ended September 30, 2021 includes net income before tax from Roxgold of $4.4 million. Had the transaction occurred on January 1, 2021, pro-forma unaudited consolidated revenue and net income before tax for the nine months ended September 30, 2021 would have been approximately $505.8 million and $84.7 million, respectively.
| 6. | TRADE AND OTHER RECEIVABLES | |||
|---|---|---|---|---|
| As<br> at | Sept<br> 30, 2021 | Dec<br> 31, 2020 | ||
| --- | --- | --- | --- | --- |
| Trade<br> receivables from doré and concentrate sales | $ | 21,441 | $ | 26,309 |
| Advances<br> and other receivables | 4,286 | 4,108 | ||
| Value<br> added taxes recoverable - operations | 31,588 | 13,432 | ||
| Value<br> added taxes recoverable - Lindero construction | 11,054 | 32,706 | ||
| Trade<br> and other receivables | $ | 68,369 | $ | 76,555 |
The Company’s trade receivables from doré and concentrate sales are expected to be collected in accordance with the terms of the existing sales contracts with its customers. No amounts were past due as at September 30, 2021 and December 31, 2020.
During the three and nine months ended September 30, 2021, $6.6 million and $17.9 million, respectively, of the Lindero construction value added taxes were recovered.
During the three months ended September 30, 2021, the Company sold VAT receivables in the amount of $4.0 million at a factor rate of 5% to the Government of Burkina Faso.
Page | 12
Fortuna Silver Mines Inc.
Notesto Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| 7. | INVENTORIES | |||||
|---|---|---|---|---|---|---|
| As<br> at | Sept<br> 30, 2021 | Dec<br> 31, 2020 | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Concentrate<br> stockpiles | $ | 1,073 | $ | 1,682 | ||
| Leach<br> pad and gold-in-circuit | 30,509 | 7,851 | ||||
| Doré<br> bars | 4,082 | 1,796 | ||||
| Ore<br> stockpiles | 32,869 | 11,640 | ||||
| Materials<br> and supplies | 31,268 | 22,020 | ||||
| Total<br> inventories | $ | 99,801 | $ | 44,989 | ||
| Less:<br> non-current portion (Note 11) | (28,470 | ) | (9,715 | ) | ||
| Current<br> inventories | $ | 71,331 | $ | 35,274 |
During the three and nine months ended September 30 2021, the Company expensed $101.3 million and $225.6 million (three and nine months ended September 30, 2020 – $39.3 million and $107.7 million) of inventories to cost of sales.
| 8. | OTHER CURRENT ASSETS | |||
|---|---|---|---|---|
| As<br> at | Sept<br> 30, 2021 | Dec<br> 31, 2020 | ||
| --- | --- | --- | --- | --- |
| Derivatives | $ | 1,508 | $ | - |
| Prepaid expenses | 10,726 | 2,622 | ||
| Investments in equity securities | 496 | 1,059 | ||
| Assets held for sale | - | 659 | ||
| Income<br> tax recoverable | 591 | - | ||
| Other<br> current assets | $ | 13,321 | $ | 4,340 |
Investments in equity securities are classified as fair value through other comprehensive income, and any changes in the fair value of the investments are recorded in Other Comprehensive Income.
| 9. | MINERAL PROPERTIES AND EXPLORATION AND EVALUATION ASSETS | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Depletable | Non depletable | |||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Caylloma | San Jose | Lindero | Yaramoko | Lindero | Yaramoko | Seguela | Other | Total | ||||||||||||||
| COST | ||||||||||||||||||||||
| Balance<br> at December 31, 2020 | $ | 134,676 | $ | 192,738 | $ | - | $ | - | $ | 241,102 | $ | - | $ | 9,043 | $ | 577,559 | ||||||
| Acquisition<br> of Roxgold (Note 5) | - | - | - | 184,500 | - | 83,800 | 9,000 | 789,200 | ||||||||||||||
| Additions | 7,761 | 9,376 | 9,693 | 8,642 | - | - | 4,867 | 57,843 | ||||||||||||||
| Changes<br> in closure and reclamation provision | (566 | ) | (591 | ) | (651 | ) | - | - | - | - | (1,808 | ) | ||||||||||
| Transfers | - | (5 | ) | 246,702 | - | (241,102 | ) | - | - | 5,595 | ||||||||||||
| Balance<br> at September 30, 2021 | $ | 141,871 | $ | 201,518 | $ | 255,744 | $ | 193,142 | $ | - | $ | 83,800 | $ | 22,910 | $ | 1,428,389 | ||||||
| ACCUMULATED<br> DEPLETION | ||||||||||||||||||||||
| Balance<br> at December 31, 2020 | $ | 81,379 | $ | 110,463 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 191,842 | ||||||
| Depletion | 6,485 | 12,337 | 24,053 | 11,755 | - | - | - | 54,630 | ||||||||||||||
| Balance<br> at September 30, 2021 | $ | 87,864 | $ | 122,800 | $ | 24,053 | $ | 11,755 | $ | - | $ | - | $ | - | $ | 246,472 | ||||||
| Net<br> Book Value at September 30, 2021 | $ | 54,007 | $ | 78,718 | $ | 231,691 | $ | 181,387 | $ | - | $ | 83,800 | $ | 22,910 | $ | 1,181,917 |
All values are in US Dollars.
Page | 13
Fortuna Silver Mines Inc.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| Depletable | Non depletable | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Caylloma | San Jose | Lindero | Lindero | Yaramoko | Seguela | Other | Total | ||||||||||||
| COST | |||||||||||||||||||
| Balance at December 31, 2019 | $ | 128,244 | $ | 184,333 | $ | - | $ | 203,866 | $ | - | $ | - | $ | 7,933 | $ | 524,376 | |||
| Additions | 3,833 | 8,310 | - | 32,506 | - | - | 1,298 | 45,947 | |||||||||||
| Changes in closure and reclamation provision | 2,599 | 1,328 | - | 4,730 | - | - | - | 8,657 | |||||||||||
| Disposals | - | (1,233 | ) | - | - | - | - | (188 | ) | (1,421) | |||||||||
| Balance at December 31, 2020 | $ | 134,676 | $ | 192,738 | $ | - | $ | 241,102 | - | $ | - | $ | 9,043 | $ | 577,559 | ||||
| ACCUMULATED DEPLETION | |||||||||||||||||||
| Balance at December 31, 2019 | $ | 74,435 | $ | 96,422 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 170,857 | |||
| Disposals | - | (543 | ) | - | - | - | - | - | (543) | ||||||||||
| Depletion | 6,944 | 14,584 | - | - | - | - | - | 21,528 | |||||||||||
| Balance at December 31, 2020 | $ | 81,379 | $ | 110,463 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 191,842 | |||
| Net Book Value at December 31, 2020 | $ | 53,297 | $ | 82,275 | $ | - | $ | 241,102 | $ | - | $ | - | $ | 9,043 | $ | 385,717 |
All values are in US Dollars.
The assets of the Caylloma Mine and the San Jose Mine and their holding companies, are pledged as security under the Company’s credit facility as at September 30, 2021. In addition, under the terms of the Roxgold credit facility, certain of the assets of Roxgold Sanu SA are secured, and the facility is supported by guarantees from Roxgold and Roxgold CI Limited. On November 4, 2021, the Company entered into a fourth amended and restated credit agreement, effective November 5, 2021 (Note 31 (a)).
Non-depletable assets – Other consists of the following exploration and evaluation assets:
| Mexico | Argentina | Serbia | Burkina Faso | Others | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Tlacolula | Arizaro | Barje | Boussoura | Total | ||||||||
| Balance at December 31, 2019 | $ | 3,516 | $ | 936 | $ | 3,256 | $ | - | $ | 225 | $ | 7,933 |
| Additions | 209 | - | 122 | - | 967 | 1,298 | ||||||
| Write-off | - | - | - | - | (188 | ) | (188) | |||||
| Balance at December 31, 2020 | 3,725 | 936 | 3,378 | - | 1,004 | 9,043 | ||||||
| Acquisition of Roxgold (Note 5) | - | - | - | 9,000 | - | 9,000 | ||||||
| Additions | 223 | 512 | - | 2,282 | 1,850 | 4,867 | ||||||
| Balance at September 30, 2021 | $ | 3,948 | $ | 1,448 | $ | 3,378 | $ | 11,282 | $ | 2,854 | $ | 22,910 |
10. PROPERTY, PLANT AND EQUIPMENT
| Machineryandequipment | Land and buildings | Furniture and other equipment | Assets under lease | Capital work in progress - Lindero | Capitalwork inprogress- Other | Total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| COST | |||||||||||||||||||
| Balance at December 31, 2020 | $ | 110,004 | $ | 211,752 | $ | 19,497 | $ | 37,501 | $ | 187,070 | $ | 1,890 | $ | 567,714 | |||||
| Acquisition of Roxgold (Note 5) | 48,081 | 6,734 | 584 | 15,054 | - | 15,047 | 85,500 | ||||||||||||
| Additions | 4,595 | 589 | 6,697 | 5,481 | 15,498 | 6,010 | 38,871 | ||||||||||||
| Changes in closure and reclamation provisions | (116 | ) | - | - | - | - | - | (116) | |||||||||||
| Disposals | (1,027 | ) | - | (153 | ) | (2,930 | ) | - | - | (4,110) | |||||||||
| Transfers | 105,886 | 60,057 | 1,277 | - | (169,984 | ) | (2,831 | ) | (5,595) | ||||||||||
| Balance at September 30, 2021 | $ | 267,423 | $ | 279,132 | $ | 27,902 | $ | 55,106 | $ | 32,584 | $ | 20,116 | $ | 682,263 | |||||
| ACCUMULATED DEPRECIATION | |||||||||||||||||||
| Balance at December 31, 2020 | $ | 48,297 | $ | 91,521 | $ | 10,144 | $ | 12,342 | $ | - | $ | - | $ | 162,304 | |||||
| Disposals | (982 | ) | - | (134 | ) | (2,930 | ) | - | - | (4,046) | |||||||||
| Depreciation | 15,584 | 17,721 | 3,398 | 6,715 | - | - | 43,417 | ||||||||||||
| Balance at September 30, 2021 | $ | 62,899 | $ | 109,242 | $ | 13,408 | $ | 16,127 | $ | - | $ | - | $ | 201,675 | |||||
| Net Book Value at September 30, 2021 | $ | 204,525 | $ | 169,890 | $ | 14,493 | $ | 38,979 | $ | 32,584 | $ | 20,116 | $ | 480,588 |
Page | 14
Fortuna Silver Mines Inc.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| Machinery<br><br>and<br><br>equipment | Land and<br><br> buildings | Furniture<br><br> and other<br><br> equipment | Assets<br><br> under <br><br>lease | Capital<br><br>work in<br><br> progress -<br><br> Lindero | Capital<br><br>work in<br><br>progress<br><br>- Other | Total | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| COST | ||||||||||||||||||
| Balance at December 31, 2019 | $ | 75,246 | $ | 159,732 | $ | 16,083 | $ | 35,671 | $ | 216,482 | $ | 6,424 | $ | 509,638 | ||||
| Additions | 5,190 | 473 | 1,427 | 2,715 | 45,688 | 3,645 | 59,138 | |||||||||||
| Changes in closure and reclamation provisions | 682 | - | - | - | - | - | 682 | |||||||||||
| Disposals | (750 | ) | - | (109 | (885 | ) | - | - | (1,744) | |||||||||
| Transfers | 29,636 | 51,547 | 2,096 | - | (75,100 | ) | (8,179 | ) | - | |||||||||
| Balance at December 31, 2020 | $ | 110,004 | $ | 211,752 | $ | 19,497 | $ | 37,501 | $ | 187,070 | $ | 1,890 | $ | 567,714 | ||||
| ACCUMULATED DEPRECIATION | ||||||||||||||||||
| Balance at December 31, 2019 | $ | 42,214 | $ | 78,360 | $ | 7,402 | $ | 6,006 | $ | - | $ | - | $ | 133,982 | ||||
| Disposals | (618 | ) | - | (100 | (408 | ) | - | - | (1,126) | |||||||||
| Depreciation | 6,701 | 13,161 | 2,842 | 6,744 | - | - | 29,448 | |||||||||||
| Balance at December 31, 2020 | $ | 48,297 | $ | 91,521 | $ | 10,144 | $ | 12,342 | $ | - | $ | - | $ | 162,304 | ||||
| Net Book Value at December 31, 2020 | $ | 61,707 | $ | 120,231 | $ | 9,353 | $ | 25,159 | $ | 187,070 | $ | 1,890 | $ | 405,410 |
All values are in US Dollars.
11. OTHER ASSETS
| As at | Sept 30, 2021 | Dec 31, 2020 | ||
|---|---|---|---|---|
| Ore stockpiles (Note 7) | 28,470 | 9,715 | ||
| Value added tax recoverable - San Jose | 16,762 | 3,386 | ||
| Income tax recoverable (Note 30(d)) | 1,050 | 1,199 | ||
| Derivatives | 439 | — | ||
| Other long term assets | 2,074 | 1,844 | ||
| Total other assets | $ | 48,795 | $ | 16,144 |
12. TRADE AND OTHER PAYABLES
| As at | Sept 30, 2021 | Dec 31, 2020 | ||
|---|---|---|---|---|
| Trade accounts payable | $ | 84,626 | $ | 31,573 |
| Payroll and related payables | 19,916 | 15,878 | ||
| Mining royalty payable | 1,791 | 1,094 | ||
| Other payables | 6,612 | 3,103 | ||
| Derivative liabilities | 954 | 1,260 | ||
| Share units payable (Note 18 (a) & 18(b)) | 9,890 | 12,367 | ||
| Total trade and other payables | $ | 123,789 | $ | 65,275 |
13. RELATED PARTY TRANSACTIONS
In addition to the related party transactions and balances disclosed elsewhere in these financial statements, the Company entered into the following related party transactions during the three and nine months ended September 30, 2021 and 2020.
a) Purchase of Goods and Services
During the three and nine months ended September 30, 2021, and 2020, the Company was charged $5 thousand (three and nine months ended September 30, 2020 - $16 thousand and $142 thousand) for general and administrative services pursuant to a shared services agreement with Gold Group Management Inc., a company of which Simon Ridgway, the Company’s former Chairman, is a director. Effective February 2, 2021, Simon Ridgway
Page | 15
Fortuna Silver Mines Inc.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
resigned as director and Chairman of the Board, and costs associated with the shared services agreement with Gold Group Management Inc. are no longer reported as related party transactions.
As at September 30, 2021, the Company had $nil outstanding balances payable to Gold Group Management Inc. (December 31, 2020- $9 thousand). Amounts due to related parties are payable on demand and are unsecured.
b) Key Management Personnel
During the three and nine months ended September 30, 2021, and 2020, the Company was charged for consulting services by Mario Szotlender, a director of the Company and by Mill Street Services Ltd., a company of which Simon Ridgway, the Company’s former Chairman, is a director. Effective February 2, 2021, Simon Ridgway resigned as director and Chairman of the Board, and costs associated incurred with Mill Street Services Ltd. are no longer reported as related party transactions. Such amounts, along with other amounts paid to key management personnel were as follows:
| Three months ended Sept 30, | Nine months ended Sept 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||||||
| Salaries and benefits | $ | 2,234 | $ | 815 | $ | 6,030 | $ | 2,397 | |
| Directors fees | 125 | 158 | 436 | 531 | |||||
| Consulting fees | 12 | 34 | 54 | 100 | |||||
| Share-based payments | (68 | ) | 3,259 | 513 | 7,171 | ||||
| $ | 2,303 | $ | 4,266 | $ | 7,033 | $ | 10,199 |
14. LEASE OBLIGATIONS
| Minimum lease payments | ||||
|---|---|---|---|---|
| As at | Sept 30, 2021 | Dec 31, 2020 | ||
| Less than one year | $ | 12,313 | $ | 7,367 |
| Between one and five years | 17,078 | 10,209 | ||
| More than five years | 14,792 | 14,127 | ||
| 44,183 | 31,703 | |||
| Less: future finance charges | (12,753) | (12,206) | ||
| Present value of minimum lease payments | 31,430 | 19,497 | ||
| Less: current portion | (11,463) | (6,978) | ||
| Non-current portion | $ | 19,967 | $ | 12,519 |
15. DEBT
The following table summarizes the changes in debt:
| Credit <br><br>Facilities | Convertible debentures | Total | ||||
|---|---|---|---|---|---|---|
| Balance at December 31, 2019 | $ | 109,430 | $ | 37,105 | $ | 146,535 |
| Amortization of discount | 420 | 1,661 | 2,081 | |||
| Drawdowns | 65,000 | - | 65,000 | |||
| Payments | (55,000) | - | (55,000) | |||
| Balance at December 31, 2020 | 119,850 | 38,766 | 158,616 | |||
| Acquisition of Roxgold (Note 5) | 31,711 | - | 31,711 | |||
| Amortization of discount | 253 | 1,213 | 1,466 | |||
| Payments | (4,076) | - | (4,076) | |||
| Balance at September 30, 2021 | $ | 147,738 | $ | 39,979 | $ | 187,717 |
| Less: Current portion | (143,007) | - | (143,007) | |||
| Non-current portion | $ | 4,731 | $ | 39,979 | $ | 44,710 |
Page | 16
Fortuna Silver Mines Inc.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
a) Credit Facility
The Company had two credit facilities comprising of a $40.0 million non-revolving credit facility and an $80.0 million revolving credit facility, which both mature on January 26, 2022. Following the acquisition of Roxgold, the Company also assumed Roxgold’s credit facility, comprinsing a $60.0 million term loan and a $20.0 million revolving credit facility with an interest rate of LIBOR plus 4%, which both mature on December 30, 2022 (collectively, the “Credit Facilities”).
The Credit Facilities include convenants which are customary for facilities of this nature. The Company must comply with the terms in the Credit Facilities relating to, among other matters, reporting requirements, conduct of business, insurance, notices, and must comply with the financial covenants set out in the respective credit facility agreements. As at September 30, 2021, the Company was in compliance with all of the covenants under the Credit Facilities.
On November 5, 2021, the Company entered into a fourth amended and restated credit agreement (Note 31 (a)), which replaced the Credit Facilities outstanding at September 30, 2021.
16. OTHER LIABILITIES
| As at | Sept 30, 2021 | Dec 31, 2020 | ||
|---|---|---|---|---|
| Restricted share units (Note 18(b)) | $ | 1,116 | $ | 2,264 |
| Other non-current liabilities | 266 | 259 | ||
| $ | 1,382 | $ | 2,523 |
17. CLOSURE AND RECLAMATION PROVISIONS
The following table summarizes the changes in closure and reclamation provisions:
| Closure and Reclamation Provisions | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| CayllomaMine | San JoseMine | LinderoMine | Yaramoko Mine | Total | ||||||
| Balance at December 31, 2020 | $ | 14,761 | $ | 5,905 | $ | 19,684 | $ | - | $ | 40,350 |
| Acquisition of Roxgold (Note 5) | - | - | - | 3,322 | 3,322 | |||||
| Changes in estimate | (682) | (591) | (651) | - | (1,924) | |||||
| Reclamation expenditures | (84) | (64) | - | - | (148) | |||||
| Accretion | 348 | 324 | 280 | 82 | 1,034 | |||||
| Effect of changes in foreign exchange rates | - | (102) | - | - | (102) | |||||
| Balance at September 30, 2021 | 14,343 | 5,472 | 19,313 | 3,404 | 42,532 | |||||
| Less: Current portion | (967) | (233) | - | - | (1,200) | |||||
| Non-current portion | $ | 13,376 | $ | 5,239 | $ | 19,313 | $ | 3,404 | $ | 41,332 |
| Closure and Reclamation Provisions | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Caylloma<br><br>Mine | San Jose<br><br>Mine | Lindero<br><br>Project | Yaramoko<br><br>Mine | Total | ||||||
| Balance at December 31, 2019 | $ | 11,324 | $ | 4,848 | $ | 14,953 | $ | - | $ | 31,125 |
| Changes in estimate | 3,288 | 1,328 | 4,482 | - | 9,098 | |||||
| Reclamation expenditures | (114) | (227) | - | - | (341) | |||||
| Accretion | 256 | 249 | 249 | - | 754 | |||||
| Effect of changes in foreign exchange rates | 7 | (293) | - | - | (286) | |||||
| Balance at December 31, 2020 | 14,761 | 5,905 | 19,684 | - | 40,350 | |||||
| Less: Current portion | (142) | (238) | - | - | (380) | |||||
| Non-current portion | $ | 14,619 | $ | 5,667 | $ | 19,684 | $ | - | $ | 39,970 |
Page | 17
Fortuna Silver Mines Inc.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
Closure and reclamation provisions represent the present value of reclamation costs related to mine and development sites as at September 30, 2021.
| Closure and Reclamation Provisions | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Caylloma<br> Mine | San Jose<br> Mine | Lindero<br> Mine | Yaramoko<br><br>Mine | Total | ||||||||||
| Undiscounted uninflated estimated cash flow | $ | 14,814 | $ | 6,743 | $ | 17,946 | $ | 4,709 | $ | 44,212 | ||||
| Discount rate | 3.32 | % | 7.37 | % | 2.02 | % | 10.50 | % | ||||||
| Inflation rate | 2.00 | % | 4.90 | % | 2.41 | % | 2.00 | % |
The Company is expecting to incur progressive reclamation costs throughout the life of its mines.
18. SHARE BASED PAYMENTS
During the three and nine months ended September 30, 2021, the Company recognized share-based payment expense of $1.5 million and $1.1 million (three and nine months ended September 30, 2020 - $3.7 million and $7.8 million, respectively) related to the amortization of deferred, restricted, and performance share units and $nil and $nil (three and nine months ended September 30, 2020 – $nil and $0.1 million, respectively) related to amortization of stock options.
| (a) | Deferred Share Units (DSUs) | |||||
|---|---|---|---|---|---|---|
| Cash Settled | ||||||
| --- | --- | --- | --- | --- | --- | |
| Number of DSUs | Fair Value | |||||
| Outstanding, December 31, 2019 | 961,871 | $ | 3,918 | |||
| Granted | 162,648 | 383 | ||||
| Changes in fair value | - | 4,938 | ||||
| Outstanding, December 31, 2020 | 1,124,519 | 9,239 | ||||
| Granted | 55,245 | 647 | ||||
| Units paid out in cash | (374,709 | ) | (3,436) | |||
| Changes in fair value | - | (3,303) | ||||
| Outstanding, September 30, 2021 | 805,055 | $ | 3,147 | |||
| (b) | Restricted Share Units (RSUs) | |||||
| --- | --- | |||||
| Cash Settled | Equity Settled | |||||
| --- | --- | --- | --- | --- | --- | --- |
| Number of<br> RSUs | Fair Value | Number of<br> RSUs | ||||
| Outstanding,<br> December 31, 2019 | 392,435 | $ | 1,157 | 1,166,912 | ||
| Granted | 1,056,207 | 2,489 | 815,220 | |||
| Units paid out in cash | (81,152) | (257) | - | |||
| Vested and paid out in<br> shares | - | - | (448,766) | |||
| Changes<br> in fair value and vesting | - | 2,003 | - | |||
| Outstanding, December<br> 31, 2020 | 1,367,490 | 5,392 | 1,533,366 | |||
| Granted | 677,250 | 4,111 | - | |||
| Units paid out in cash | (376,568) | (2,794) | - | |||
| Assumed on acquisition | 328,254 | 1,590 | 1,091,395 | |||
| Vested and paid out in<br> shares | - | - | (655,267) | |||
| Transferred from equity<br> to cash settled | 18,655 | - | (18,655) | |||
| Forfeited or cancelled | (128,822) | (54) | (64,589) | |||
| Changes<br> in fair value and vesting | - | (3,379) | - | |||
| Outstanding, September<br> 30, 2021 | 1,886,259 | 4,866 | 1,886,250 | |||
| Less: current<br> portion | (3,750) | |||||
| Non-current<br> portion | $ | 1,116 |
Page | 18
Fortuna Silver Mines Inc.
Notesto Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| (c) | Performance<br> Share Units | ||||
|---|---|---|---|---|---|
| Cash Settled | Equity Settled | ||||
| --- | --- | --- | --- | --- | --- |
| Number of<br> PSUs | Fair Value | Number of<br><br><br> PSUs | |||
| Outstanding,<br> December 31, 2019 | 1,274,450 | ||||
| Forfeited or cancelled | (191,498) | ||||
| Vested<br> and paid out in shares | (243,782) | ||||
| Outstanding, December<br> 31, 2020 | 839,170 | ||||
| Assumed on acquisition | 515,008 | 2,390 | 508,688 | ||
| Granted | 1,196,012 | ||||
| Forfeited or cancelled | (206,798) | ||||
| Vested and paid out in<br> shares | (491,185) | ||||
| Change<br> in fair value and vesting | 603 | - | |||
| Outstanding,<br> September 30, 2021 | 515,008 | 2,993 | 1,845,887 | ||
| d) | Stock<br> Options | ||||
| --- | --- |
The Company’s Stock Option Plan, as amended and approved from time to time, permits the Company to issue up to 12,200,000 stock options. As at September 30, 2021, a total of 1,249,383 stock options are available for issuance under the plan.
| Number of stock options | Weighted average<br><br> exercise price | ||
|---|---|---|---|
| Canadian dollars | |||
| Outstanding,<br> December 31, 2019 | 1,784,029 | $ | 5.85 |
| Exercised | (211,626) | 6.28 | |
| Expired<br> unexercised | (517,833) | 4.79 | |
| Outstanding,<br> December 31, 2020 | 1,054,570 | 6.28 | |
| Exercised | (68,927) | 4.99 | |
| Assumed<br> on acquisition | 405,240 | 3.77 | |
| Expired<br> unexercised | (141,500) | 3.22 | |
| Outstanding, September 30, 2021 | 1,249,383 | $ | 5.88 |
| Vested<br> and exercisable, December 31, 2020 | 1,054,570 | $ | 6.28 |
| Vested and exercisable, September 30, 2021 | 1,249,383 | $ | 5.88 |
| 19. | SHARE CAPITAL | ||
| --- | --- |
Authorized Share Capital
The Company has an unlimited number of common shares without par value authorized for issue.
Page | 19
Fortuna Silver Mines Inc.
Notesto Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| 20. | EARNINGS (LOSS) PER SHARE | |||||||
|---|---|---|---|---|---|---|---|---|
| Three<br> months ended Sept 30, | Nine<br> months ended Sept 30 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2021 | 2020 | 2021 | 2020 | |||||
| Basic: | ||||||||
| Net income<br> (loss) for the period attributable to Fortuna shareholders | $ | (453) | $ | 13,089 | $ | 42,131 | $ | 2,936 |
| Weighted<br> average number of shares (000's) | 289,122 | 184,036 | 219,962 | 171,908 | ||||
| Earnings<br> (loss) per share - basic | $ | (0.00) | $ | 0.07 | $ | 0.19 | $ | 0.02 |
| Nine<br> months ended Sept 30 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | |
| 2021 | 2020 | 2021 | 2020 | |||||
| Diluted: | ||||||||
| Net income (loss) for the period attributable to Fortuna<br> shareholders | (453) | $ | 13,089 | $ | 42,131 | $ | 2,936 | |
| Add:<br> finance costs on convertible debt, net of nil tax | - | - | - | - | ||||
| Diluted net income<br> for the period | (453) | $ | 13,089 | $ | 42,131 | $ | 2,936 | |
| Weighted average number of shares (000's) | 289,122 | 184,036 | 219,962 | 171,908 | ||||
| Incremental shares<br> from dilutive potential shares | - | 11,851 | 2,874 | 11,088 | ||||
| Weighted average<br> diluted number of shares (000's) | 289,122 | 195,887 | 222,836 | 182,996 | ||||
| Earnings (loss)<br> per share - diluted | (0.00) | $ | 0.07 | $ | 0.19 | $ | 0.02 |
All values are in US Dollars.
For the three and nine months ended September 30, 2021, 1,315,872 and nil options were excluded from the diluted earnings per share calculation (three and nine months ended September 30, 2020 – nil and 1,054,570 out of the money options were excluded). For the three and nine months ended September 30, 2021, 3,692,125 and nil share units were excluded from the diluted earnings per share calculation (three and nine months ended September 30, 2020 – nil). In addition, for the three and nine months ended September 30, 2021, 9,200,000 potential shares issuable on conversion of the debentures were excluded from the diluted earnings per share calculation (three and nine months ended September 30, 2020 – nil). These units were excluded from the diluted earnings per share calculations as their effect would have been anti-dilutive.
| 21. | SALES |
|---|
The Company’s geographical analysis of revenue from contracts with customers attributed to the location of the products produced, is as follows:
| Three months ended Sept 30, 2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Peru | Mexico | Argentina | Burkina Faso | Total | ||||||
| Silver-gold<br> concentrates | $ | - | $ | 47,618 | $ | - | $ | - | $ | 47,618 |
| Silver-lead<br> concentrates | 16,633 | - | - | - | 16,633 | |||||
| Zinc<br> concentrates | 11,559 | - | - | - | 11,559 | |||||
| Gold<br> dore | - | - | 41,775 | 49,030 | 90,805 | |||||
| Provisional<br> pricing adjustments | (153) | (3,893) | - | - | (4,046) | |||||
| Sales to external customers | $ | 28,039 | $ | 43,725 | $ | 41,775 | $ | 49,030 | $ | 162,569 |
| Three<br> months ended Sept 30, 2020 | ||||||||||
| Peru | Mexico | Argentina | Burkina<br> Faso | Total | ||||||
| Silver-gold<br> concentrates | $ | - | $ | 63,331 | $ | - | $ | - | $ | 63,331 |
| Silver-lead<br> concentrates | 11,917 | - | - | - | 11,917 | |||||
| Zinc<br> concentrates | 6,098 | - | - | - | 6,098 | |||||
| Provisional<br> pricing adjustments | 751 | 1,340 | - | - | 2,091 | |||||
| Sales<br> to external customers | $ | 18,766 | $ | 64,671 | $ | - | $ | - | $ | 83,437 |
Page | 20
Fortuna Silver Mines Inc.
Notesto Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| Nine months ended Sept 30, 2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Peru | Mexico | Argentina | Burkina Faso | Total | ||||||
| Silver-gold<br> concentrates | $ | - | $ | 165,170 | $ | - | $ | - | $ | 165,170 |
| Silver-lead<br> concentrates | 46,408 | - | - | - | 46,408 | |||||
| Zinc<br> concentrates | 32,412 | - | - | - | 32,412 | |||||
| Gold<br> doré | - | - | 113,381 | 49,030 | 162,411 | |||||
| Provisional<br> pricing adjustments | 311 | (5,795) | - | - | (5,484) | |||||
| Sales to external customers | $ | 79,131 | $ | 159,375 | $ | 113,381 | $ | 49,030 | $ | 400,917 |
| Nine<br> months ended Sept 30, 2020 | ||||||||||
| Peru | Mexico | Argentina | Burkina<br> Faso | Total | ||||||
| Silver-gold<br> concentrates | $ | - | $ | 127,252 | $ | - | $ | - | $ | 127,252 |
| Silver-lead<br> concentrates | 28,626 | - | - | - | 28,626 | |||||
| Zinc<br> concentrates | 16,235 | - | - | - | 16,235 | |||||
| Provisional<br> pricing adjustments | 76 | 3,273 | - | - | 3,349 | |||||
| Sales<br> to external customers | $ | 44,937 | $ | 130,525 | $ | - | $ | - | $ | 175,462 |
| Three<br> months ended Sept 30, | Nine<br> months ended Sept 30 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| 2021 | 2020 | 2021 | 2020 | |||||||
| Customer<br> 1 | $ | 41,775 | $ | - | $ | 113,381 | $ | - | ||
| Customer<br> 2 | 28,039 | 18,767 | 79,130 | 44,938 | ||||||
| Customer<br> 3 | 19,007 | - | 68,053 | - | ||||||
| Customer<br> 4 | 49,030 | - | 49,030 | (1) | ||||||
| Customer<br> 5 | - | 64,670 | 48,032 | 130,525 | ||||||
| Customer<br> 6 | 14,520 | - | 28,548 | - | ||||||
| Customer<br> 7 | 10,198 | - | 14,743 | - | ||||||
| $ | 162,569 | $ | 83,437 | $ | 400,917 | $ | 175,462 |
We are exposed to metal price risk with respect to our sales of silver, gold, zinc, and lead. A 10% change in metal prices from the prices used at September 30, 2021 would result in the following change to sales and accounts receivable for sales which are still based on provisional prices as at September 30, 2021.
| Metal | Change | Effect on Sales | |
|---|---|---|---|
| Silver | +/-<br> 10% | $ | 1,118 |
| Gold | +/-<br> 10% | $ | 537 |
| Lead | +/-<br> 10% | $ | 459 |
| Zinc | +/-<br> 10% | $ | 333 |
From time to time, the Company mitigates the price risk associated with its base metal production by entering into forward sale and collar contracts for some of its forecasted base metal production and non-metal commodities.
During December 2020, the Company entered into the following contracts:
| • | zero-cost<br> collar for 12,300 tonnes of zinc with a floor price of $2,600 per tonne and a cap of $2,900<br> per tonne, maturing monthly from January 1, 2021 to December 31, 2021; |
|---|---|
| • | zero-cost<br> collar for 720,000 gallons of heating oil with a floor price of $1.40 per gallon and a cap<br> of $1.6150 per gallon, maturing monthly from January 1, 2021 to December 31, 2021; |
| --- | --- |
| • | zero-cost<br> collar for 1,680,000 gallons of jet fuel with a floor price of $1.30 per gallon and a cap<br> of $1.4775 per gallon, maturing monthly from January 1, 2021 to December 31, 2021; |
| --- | --- |
| • | forward-swap<br> for 720,000 gallons of heating oil with a price of $1.52 per gallon, maturing monthly from<br> January 1, 2022 to December 31, 2022; and |
| --- | --- |
Page | 21
Fortuna Silver Mines Inc.
Notesto Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| • | forward-<br> swap for 1,680,000 gallons of jet fuel with a price of $1.438 per gallon, maturing monthly<br> from January 1, 2022 to December 31, 2022. |
|---|
On February 11, 2021, the Company entered into a zero-cost collar for 6,237 tonnes of lead with a floor price of $2,000 per tonne and a cap of $2,125 per tonne, maturing monthly from February 1, 2021 to December 31, 2022.
The zinc, lead and fuel contracts are derivative financial instruments and are not accounted for as designated hedges. They were initially recognized at fair value on the date on which the related derivative contracts were entered into and are subsequently re-measured to estimated fair value. Any gains or losses arising from changes in the fair value of the derivatives are credited or charged to profit or loss.
During the three and nine months ended September 30, 2021 the Company recognized $872 thousand and $83 thousand of realized loss and gain respectively on settlement of swaps, and $2,452 thousand and $ 1,701 thousand of unrealized loss and gains respectively, from changes in the fair value of the open positions (three and nine months ended September 30, 2020 – nil and nil, respectively).
| 22. | COST OF SALES | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended Sept 30, 2021 | Nine months ended Sept 30, 2021 | |||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Caylloma | San Jose | Lindero | Yaramoko | Total | Caylloma | San Jose | Lindero | Yaramoko | Total | |||||||||||
| Direct<br> mining costs | $ | 10,306 | $ | 15,826 | $ | 11,910 | $ | 19,218 | $ | 57,260 | $ | 29,085 | $ | 50,090 | $ | 31,076 | $ | 19,218 | $ | 129,469 |
| Salaries<br> and benefits | 1,967 | 3,452 | 3,626 | 499 | 9,544 | 5,891 | 7,598 | 10,124 | 499 | 24,112 | ||||||||||
| Workers'<br> participation | 412 | 1,218 | - | - | 1,630 | 1,624 | 4,573 | - | - | 6,197 | ||||||||||
| Depletion<br> and depreciation | 4,549 | 7,808 | 9,092 | 15,739 | 37,188 | 12,575 | 23,468 | 24,512 | 15,739 | 76,294 | ||||||||||
| Royalties<br> and other taxes | 68 | 1,641 | 3,137 | 2,975 | 7,821 | 157 | 4,368 | 8,519 | 2,975 | 16,019 | ||||||||||
| Impairment<br> (recovery) of inventories | - | 35 | 1,743 | - | 1,778 | - | (46) | 1,743 | - | 1,697 | ||||||||||
| Cost<br> of Sales | $ | 17,302 | $ | 29,980 | $ | 29,508 | $ | 38,431 | $ | 115,221 | $ | 49,332 | $ | 90,051 | $ | 75,974 | $ | 38,431 | $ | 253,788 |
| Three<br> months ended Sept 30, 2020 | Nine<br> months ended Sept 30, 2020 | |||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Caylloma | San<br> Jose | Lindero | Yaramoko | Total | Caylloma | San<br> Jose | Lindero | Yaramoko | Total | |||||||||||
| Direct<br> mining costs | $ | 7,190 | $ | 15,713 | $ | - | $ | - | $ | 22,903 | $ | 22,528 | $ | 40,925 | $ | - | $ | - | $ | 63,453 |
| Salaries<br> and benefits | 1,382 | 1,793 | - | - | 3,175 | 5,057 | 4,751 | - | - | 9,808 | ||||||||||
| Workers'<br> participation | 391 | 2,970 | - | - | 3,361 | 411 | 5,059 | - | - | 5,470 | ||||||||||
| Depletion<br> and depreciation | 2,778 | 7,859 | - | - | 10,637 | 10,496 | 19,677 | - | - | 30,173 | ||||||||||
| Royalties<br> and other taxes | 71 | 1,239 | - | - | 1,310 | 390 | 2,878 | - | - | 3,268 | ||||||||||
| Impairment<br> (recovery) of inventories | - | - | - | - | - | (2) | - | - | (2) | |||||||||||
| Cost<br> of Sales | $ | 11,812 | $ | 29,574 | $ | - | $ | - | $ | 41,386 | $ | 38,882 | $ | 73,288 | $ | - | $ | - | $ | 112,170 |
For the three and nine months ended September 30, 2021, depletion and depreciation includes $2.3 million and $4.1 million (three and nine months ended September 30, 2020 - $0.6 million and $1.7 million) of depreciation relating to right-of-use assets.
Page | 22
Fortuna Silver Mines Inc.
Notesto Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| 23. | GENERAL AND ADMINISTRATION | |||||||
|---|---|---|---|---|---|---|---|---|
| Three months ended Sept 30, | Nine months ended Sept 30, | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2021 | 2020 | 2021 | 2020 | |||||
| General<br> and administration | $ | 10,233 | $ | 4,441 | $ | 26,352 | $ | 13,732 |
| Workers'<br> participation | 369 | 810 | 1,439 | 1,344 | ||||
| 10,602 | 5,251 | 27,791 | 15,076 | |||||
| Share-based<br> payments | 574 | 3,699 | 1,122 | 7,872 | ||||
| General<br> and Administration | $ | 11,176 | $ | 8,950 | $ | 28,913 | $ | 22,948 |
| 24. | OTHER EXPENSES | |||||||
| --- | --- | |||||||
| Three<br> months ended Sept 30, | Nine<br>months ended Sept 30, | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2021 | 2020 | 2021 | 2020 | |||||
| Write-down<br> (recovery) of investment in associates | $ | 327 | (422) | $ | 327 | $ | (194) | |
| Loss on<br> disposal of assets and other write-downs | 683 | 410 | 749 | 429 | ||||
| Reversal<br> of provision of accounts receivable | - | - | (226) | - | ||||
| SGM<br> Royalty settlement (Note 30 (e)) | 9,600 | - | 9,600 | - | ||||
| Other<br> expenses (income) | 3,083 | (64) | 4,200 | (181) | ||||
| Care<br> and maintenance costs related to COVID-19 | - | 974 | - | 3,076 | ||||
| $ | 13,693 | $ | 898 | $ | 14,650 | $ | 3,130 | |
| 25. | INTEREST AND FINANCE COSTS NET | |||||||
| --- | --- | |||||||
| Three<br>months ended Sept 30, | Nine<br>months ended Sept 30, | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2021 | 2020 | 2021 | 2020 | |||||
| Interest<br> income | $ | 171 | $ | 30 | $ | 986 | $ | 282 |
| Interest<br> expense | (2,991) | (124) | (6,820) | (528) | ||||
| Bank stand-by<br> and commitment fees | - | (127) | (1) | (279) | ||||
| Accretion<br> expense | (1,147) | (199) | (2,710) | (601) | ||||
| $ | (3,967) | $ | (420) | $ | (8,545) | $ | (1,126) | |
| 26. | SEGMENTED INFORMATION | |||||||
| --- | --- |
The following summary describes the operations of each reportable segment:
| • | Mansfield<br> Minera S.A. (“Mansfield”) – operates the Lindero gold mine | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| • | Roxgold<br> SANU S.A. (“Sanu”) – operates the Yaramoko gold mine | |||||||||||
| --- | --- | |||||||||||
| • | Compania<br> Minera Cuzcatlan S.A. de C.V. (“Cuzcatlan”) – operates the San Jose silver-gold<br> mine | |||||||||||
| --- | --- | |||||||||||
| • | Minera<br> Bateas S.A.C. (“Bateas”) – operates the Caylloma silver, lead and zinc mine | |||||||||||
| --- | --- | |||||||||||
| • | Corporate<br> – corporate stewardship | |||||||||||
| --- | --- | |||||||||||
| Three months ended Sept 30, 2021 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Mansfield | Sanu | Cuzcatlan | Bateas | Corporate | Total | |||||||
| Revenues from external customers | $ | 41,775 | $ | 49,030 | $ | 43,725 | $ | 28,039 | $ | - | $ | 162,569 |
| Cost of sales before depreciation and depletion | (20,416) | (22,692) | (22,172) | (12,753) | - | (78,033) | ||||||
| Depreciation and depletion in cost of sales | (9,092) | (15,739) | (7,808) | (4,549) | - | (37,188) | ||||||
| General, and administration | (1,421) | (439) | (2,222) | (780) | (6,314) | (11,176) | ||||||
| Other (expenses) income | (590) | (112) | (13,161) | 125 | (661) | (14,399) | ||||||
| Finance items | (712) | (946) | 503 | 351 | (11,884) | (12,688) | ||||||
| Segment income (loss) before taxes | 9,544 | 9,102 | (1,135) | 10,433 | (18,859) | 9,085 | ||||||
| Income taxes | (818) | (2,459) | (735) | (3,580) | (1,282) | (8,874) | ||||||
| Segment income (loss) after taxes | $ | 8,726 | $ | 6,643 | $ | (1,870) | $ | 6,853 | $ | (20,141) | $ | 211 |
Page | 23
Fortuna Silver Mines Inc.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| Three months ended Sept 30, 2020 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mansfield | Sanu | Cuzcatlan | Bateas | Corporate | Total | |||||||||||||
| Revenues from external customers | $ | - | $ | - | $ | 64,670 | $ | 18,767 | $ | - | $ | 83,437 | ||||||
| Cost of sales before depreciation and depletion | - | - | (21,715 | ) | (9,034 | ) | - | (30,749 | ) | |||||||||
| Depreciation and depletion in cost of sales | - | - | (7,859 | ) | (2,778 | ) | - | (10,637 | ) | |||||||||
| General and administration | - | - | (2,107 | ) | (761 | ) | (6,082 | ) | (8,950 | ) | ||||||||
| Other (expenses) income | (2,752 | ) | - | (1,300 | ) | (959 | ) | 400 | (4,611 | ) | ||||||||
| Finance items | - | - | (68 | ) | (111 | ) | (241 | ) | (420 | ) | ||||||||
| Segment income (loss) before taxes | (2,752 | ) | - | 31,621 | 5,124 | (5,923 | ) | 28,070 | ||||||||||
| Income taxes | - | - | (13,093 | ) | (1,301 | ) | (587 | ) | (14,981 | ) | ||||||||
| Segment income (loss)<br> after taxes | $ | (2,752 | ) | $ | - | $ | 18,528 | $ | 3,823 | (6,510 | ) | $ | 13,089 | |||||
| Nine months ended Sept 30, 2021 | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Mansfield | Sanu | Cuzcatlan | Bateas | Corporate | Total | |||||||||||||
| Revenues from external customers | $ | 113,381 | $ | 49,030 | $ | 159,375 | $ | 79,131 | $ | - | $ | 400,917 | ||||||
| Cost of sales before depreciation and depletion | (51,462 | ) | (22,692 | ) | (66,583 | ) | (36,757 | ) | - | (177,494 | ) | |||||||
| Depreciation and depletion in cost of sales | (24,512 | ) | (15,739 | ) | (23,468 | ) | (12,575 | ) | - | (76,294 | ) | |||||||
| General and administration | (4,120 | ) | (439 | ) | (6,715 | ) | (3,260 | ) | (14,379 | ) | (28,913 | ) | ||||||
| Other (expenses) income | (4,119 | ) | (112 | ) | (15,190 | ) | 451 | (1,236 | ) | (20,206 | ) | |||||||
| Finance items | (852 | ) | (946 | ) | (162 | ) | (1,476 | ) | (17,576 | ) | (21,012 | ) | ||||||
| Segment income (loss) before taxes | 28,316 | 9,102 | 47,257 | 25,514 | (33,191 | ) | 76,998 | |||||||||||
| Income taxes | (2,118 | ) | (2,459 | ) | (16,712 | ) | (9,598 | ) | (3,316 | ) | (34,203 | ) | ||||||
| Segment income (loss)<br> after taxes | $ | 26,198 | $ | 6,643 | $ | 30,545 | $ | 15,916 | $ | (36,507 | ) | $ | 42,795 | |||||
| Nine months ended Sept 30, 2020 | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| Mansfield | Sanu | Cuzcatlan | Bateas | Corporate | Total | |||||||||||||
| Revenues from external customers | $ | - | $ | - | $ | 130,525 | $ | 44,937 | $ | - | $ | 175,462 | ||||||
| Cost of sales before depreciation and depletion | - | - | (53,611 | ) | (28,386 | ) | - | (81,997 | ) | |||||||||
| Depreciation and depletion in cost of sales | - | - | (19,677 | ) | (10,496 | ) | - | (30,173 | ) | |||||||||
| General and administration | - | - | (5,494 | ) | (2,579 | ) | (14,875 | ) | (22,948 | ) | ||||||||
| Other (expenses) income | (8,908 | ) | - | (1,268 | ) | (1,176 | ) | 47 | (11,305 | ) | ||||||||
| Finance items | 3,306 | - | (78 | ) | (317 | ) | (731 | ) | 2,180 | |||||||||
| Segment income (loss) before taxes | (5,602 | ) | - | 50,397 | 1,983 | (15,559 | ) | 31,219 | ||||||||||
| Income taxes | - | (23,282 | ) | (1,893 | ) | (3,108 | ) | (28,283 | ) | |||||||||
| Segment income (loss) after taxes | $ | (5,602 | ) | $ | - | $ | 27,115 | $ | 90 | $ | (18,667 | ) | $ | 2,936 | ||||
| As at Sept 30, 2021 | Mansfield | Sanu | Cuzcatlan | Bateas | Corporate | Total | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||
| Total assets | $ | 629,570 | $ | 257,972 | $ | 249,994 | $ | 129,009 | $ | 735,597 | $ | 2,002,142 | ||||||
| Total liabilities | $ | 48,613 | $ | 93,015 | $ | 48,774 | $ | 50,323 | $ | 347,591 | $ | 588,316 | ||||||
| Capital expenditures^1^ | $ | 30,988 | $ | 10,551 | $ | 17,626 | $ | 15,178 | $ | 22,371 | $ | 96,714 | ||||||
| ^1^Capital<br> expenditures are on an accrual basis for the nine months ended September 30, 2021 | ||||||||||||||||||
| As<br> at December 31, 2020 | Mansfield | Sanu | Cuzcatlan | Bateas | Corporate | Total | ||||||||||||
| Total<br> assets | $ | 622,122 | $ | - | $ | 280,602 | $ | 125,286 | $ | 27,328 | $ | 1,055,338 | ||||||
| Total<br> liabilities | $ | 50,650 | $ | - | $ | 49,500 | $ | 42,710 | $ | 186,708 | $ | 329,568 | ||||||
| Capital<br> expenditures^1^ | $ | 79,686 | $ | - | $ | 15,801 | $ | 9,476 | $ | 122 | $ | 105,085 | ||||||
| ^1^Capital<br> expenditures are on an accrual basis for the year ended December 31, 2020 | ||||||||||||||||||
| 27. | FAIR VALUE MEASUREMENTS | |||||||||||||||||
| --- | --- |
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (an exit price) regardless of whether that price is directly observable or estimated using another valuation technique.
The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (interest rate, yield curves), or inputs that are derived principally from or corroborated observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.
The following sets up the methods and assumptions used to estimate the fair value of Level 2 and Level 3 financial instruments.
Page | 24
Fortuna Silver Mines Inc.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| Financial asset or liability | Methods and assumptions used to estimate fair value |
|---|---|
| Trade receivables | Trade receivables arising from the sales of metal concentrates are subject to provisional pricing, and the final selling price is adjusted at the end of a quotational period. These are marked to market at each reporting date based on the forward price corresponding to the expected settlement date. |
| Investments in equity securities | Investments in equity securities are recorded at fair value based on the quoted market price at the end of each reporting period with changes in fair value through other comprehensive income. |
| Interest rate swap, metal and fuel contracts | Fair value is calculated as the present value of the estimated contractual cash flows. Estimates of future cash flows are based on quoted swap rates, futures prices and interbank borrowing rates. These are discounted using a yield curve, and adjusted for credit risk of the Company or the counterparty. |
| Convertible Debentures | The fair value of the convertible debentures represents both the debt and equity components of the convertible debentures and has been determined with reference to the quoted market price of the convertible debentures. |
During the three and nine months ended September 30, 2021, and 2020, there were no transfers of amounts between Level 1, Level 2, and Level 3 of the fair value hierarchy. The following tables show the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. Fair value information for financial assets and financial liabilities not measured at fair value is not presented if the carrying amount is a reasonable approximation of fair value.
Page | 25
Fortuna Silver Mines Inc.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| Carrying value | Fair value | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2021 | Fair Value<br> through<br> OCI | Fair value<br> through<br> profit or loss | Amortized<br> cost | Total | Level 1 | Level 2 | Level 3 | Carrying value<br> approximates<br> Fair Value | ||||||||||||||
| Financial assets measured at Fair Value | ||||||||||||||||||||||
| Investments in equity securities | $ | 496 | $ | - | $ | - | $ | 496 | $ | 496 | $ | - | $ | - | $ | - | ||||||
| Trade receivables concentrate sales | - | 21,441 | - | 21,441 | - | 21,441 | - | - | ||||||||||||||
| Fuel hedge contracts asset | - | 301 | - | 301 | - | 301 | - | - | ||||||||||||||
| $ | 496 | $ | 21,742 | $ | - | $ | 22,238 | $ | 496 | $ | 21,742 | $ | - | $ | - | |||||||
| Financial assets not measured at Fair Value | ||||||||||||||||||||||
| Cash and cash equivalents | $ | - | $ | - | $ | 135,765 | $ | 135,765 | $ | - | $ | - | $ | - | $ | 135,765 | ||||||
| Trade receivables doré sales | - | - | 1,646 | 1,646 | - | - | - | 1,646 | ||||||||||||||
| Other receivables | - | - | 4,286 | 4,286 | - | - | - | 4,286 | ||||||||||||||
| $ | - | $ | - | $ | 141,697 | $ | 141,697 | $ | - | $ | - | $ | - | $ | 141,697 | |||||||
| Financial liabilities measured at Fair Value | ||||||||||||||||||||||
| Interest rate swap liability | $ | (349 | ) | $ | - | $ | - | $ | (349 | ) | $ | - | $ | (349 | ) | $ | - | $ | - | |||
| Metal forward sales contracts liability | - | (605 | ) | - | (605 | ) | - | (605 | ) | - | - | |||||||||||
| $ | (349 | ) | $ | (605 | ) | $ | - | $ | (954 | ) | $ | - | $ | (954 | ) | $ | - | $ | - | |||
| Financial liabilities not measured at Fair Value | ||||||||||||||||||||||
| Trade payables | $ | - | $ | - | $ | (82,477 | ) | $ | (82,477 | ) | $ | - | $ | - | $ | - | $ | (82,477 | ) | |||
| Payroll payable | - | - | (19,916 | ) | (19,916 | ) | - | - | - | (19,916 | ) | |||||||||||
| Credit facilities | - | - | (147,739 | ) | (147,739 | ) | - | (120,000 | ) | - | - | |||||||||||
| Convertible debentures | - | - | (39,978 | ) | (39,978 | ) | - | (50,614 | ) | - | - | |||||||||||
| Other payables | - | - | (39,647 | ) | (39,647 | ) | - | - | - | (39,647 | ) | |||||||||||
| $ | - | $ | - | $ | (329,757 | ) | $ | (329,757 | ) | $ | - | $ | (170,614 | ) | $ | - | $ | (142,040 | ) |
Page | 26
Fortuna Silver Mines Inc.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| Carrying value | Fair value | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | Fair Value<br> through OCI | Fair value<br> through<br> profit or loss | Amortized<br> cost | Total | Level 1 | Level 2 | Level 3 | Carrying value<br> approximates<br> Fair Value | ||||||||||||||
| Financial assets measured at Fair Value | ||||||||||||||||||||||
| Investments in equity securities | $ | 1,059 | $ | - | $ | - | $ | 1,059 | $ | 1,059 | $ | - | $ | - | $ | - | ||||||
| Trade receivables concentrate sales | - | 22,361 | - | 22,361 | - | 22,361 | - | - | ||||||||||||||
| $ | 1,059 | $ | 22,361 | $ | - | $ | 23,420 | $ | 1,059 | $ | 22,361 | $ | - | $ | - | |||||||
| Financial assets not measured at Fair Value | ||||||||||||||||||||||
| Cash and cash equivalents | $ | - | $ | - | $ | 131,898 | $ | 131,898 | $ | - | $ | - | $ | - | $ | 131,898 | ||||||
| Trade receivables doré sales | - | - | 3,948 | 3,948 | - | - | - | 3,948 | ||||||||||||||
| Other receivables | - | - | 4,108 | 4,108 | - | - | - | 4,108 | ||||||||||||||
| $ | - | $ | - | $ | 139,954 | $ | 139,954 | $ | - | $ | - | $ | - | $ | 139,954 | |||||||
| Financial liabilities measured at Fair Value | ||||||||||||||||||||||
| Interest rate swap liability | $ | (1,084 | ) | $ | - | $ | - | $ | (1,084 | ) | $ | - | $ | (1,084 | ) | $ | - | $ | - | |||
| Metal forward sales contracts liability | - | (124 | ) | - | (124 | ) | - | (124 | ) | - | - | |||||||||||
| Fuel forward contracts liability | - | (52 | ) | - | (52 | ) | - | (52 | ) | - | - | |||||||||||
| $ | (1,084 | ) | $ | (176 | ) | $ | - | $ | (1,260 | ) | $ | - | $ | (1,260 | ) | $ | - | $ | - | |||
| Financial liabilities not measured at Fair Value | ||||||||||||||||||||||
| Trade payables | $ | - | $ | - | $ | (26,140 | ) | $ | (26,140 | ) | $ | - | $ | - | $ | - | $ | (26,140 | ) | |||
| Payroll payable | - | - | (17,676 | ) | (17,676 | ) | - | - | - | (17,676 | ) | |||||||||||
| Credit facilities | - | - | (119,850 | ) | (119,850 | ) | - | (120,000 | ) | - | - | |||||||||||
| Convertible debentures | - | - | (38,766 | ) | (38,766 | ) | - | (78,315 | ) | - | - | |||||||||||
| Other payables | - | - | (22,784 | ) | (22,784 | ) | - | - | - | (22,784 | ) | |||||||||||
| $ | - | $ | - | $ | (225,216 | ) | $ | (225,216 | ) | $ | - | $ | (198,315 | ) | $ | - | $ | (66,600 | ) |
Page | 27
Fortuna Silver Mines Inc.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| 28. | SUPPLEMENTAL CASH FLOW INFORMATION |
|---|
The changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes for the periods set out below are as follows:
| Bank loan | Convertible<br> debentures | Lease<br> obligations | Derivatives | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| As at December 31, 2019 | $ | 109,430 | $ | 37,105 | $ | 23,879 | $ | 894 | |||
| Additions | 65,000 | - | 2,684 | 176 | |||||||
| Terminations | - | - | (497 | ) | - | ||||||
| Interest | 420 | 1,661 | 1,920 | 563 | |||||||
| Payments | (55,000 | ) | - | (8,438 | ) | (560 | ) | ||||
| Foreign exchange | - | - | (51 | ) | - | ||||||
| Changes in fair value | - | - | - | 187 | |||||||
| As at December 31, 2020 | 119,850 | 38,766 | 19,497 | 1,260 | |||||||
| Additions | - | - | 5,482 | - | |||||||
| Terminations | - | - | (39 | ) | - | ||||||
| Acquisition of Roxgold (Note 5) | 31,711 | - | 13,597 | - | |||||||
| Interest | 253 | 1,213 | 1,456 | 771 | |||||||
| Payments | (4,076 | ) | - | (8,514 | ) | (657 | ) | ||||
| Foreign exchange | - | - | (49 | ) | - | ||||||
| Changes in fair value | - | - | - | (2,367 | ) | ||||||
| As at September 30, 2021 | $ | 147,738 | $ | 39,979 | $ | 31,430 | $ | (993 | ) |
The significant non-cash financing and investing transactions during the periods set out below are as follows:
| Three months ended Sept 30, | Nine months ended Sept 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As at | 2021 | 2020 | 2021 | 2020 | ||||||||
| Acquisition of Roxgold (Note 5) | $ | 594,666 | $ | - | $ | 594,666 | $ | - | ||||
| Mineral properties, plant and equipment changes in closure and reclamation provision | $ | (930 | ) | $ | (13,753 | ) | $ | 1,924 | $ | (9,339 | ) | |
| Fair value of stock options allocated to share capital upon exercise | $ | 44 | $ | 425 | $ | 136 | $ | 425 | ||||
| Additions on right of use assets | $ | (1,372 | ) | $ | (2,226 | ) | $ | (2,551 | ) | $ | (2,391 | ) |
| Fair value of share units allocated to share capital upon settlement | $ | 155 | $ | - | $ | 4,499 | $ | 3,081 | ||||
| 29. | NON-CONTROLLING INTEREST | |||||||||||
| --- | --- |
As at September 30, 2021, the non-controlling interest (“NCI”) of the Government of Burkina Faso, which represents 10% in Roxgold SANU S.A. totalled $19.7 million. The income attributable to the NCI for the three months ended September 30, 2021, totalling $0.7 million is based on the net income for Yaramoko.
As at September 30, 2021, the NCI of the Government of Côte d’Ivoire, which represents 10% in Roxgold Sango S.A. totalled $33.7 million. The loss attributable to the NCI for the three months ended September 30, 2021, totalling $0.1 million is based on the net loss for Séguéla.
Page | 28
Fortuna Silver Mines Inc.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| 30. | CONTINGENCIES AND CAPITAL COMMITMENTS |
|---|---|
| (a) | Caylloma Letter of Guarantee |
| --- | --- |
The Caylloma Mine closure plan was updated in December 2018, with total undiscounted closure costs of $11.4 million consisting of progressive closure activities of $3.5 million, final closure activities of $7.2 million, and post-closure activities of $0.8 million, pursuant to the closure regulations.
The Company is required to provide a guarantee of $9.7 million to the Peruvian Government for 2021, therefore, in January 2021, the Company established a security bond in the amount of $1.5 million and a bank letter of guarantee in the amount of $8.4 million, in compliance with local regulation and to collateralize Bateas’ mine closure plan. The security bond and the letter of guarantee expire on January 28, 2022.
On August 19, 2021, the Peruvian Government approved Law N° 31347, which modifies the Mine Closing Law. This new law adds, among other things, new criteria for the calculation of the bond required to be placed for the closing of a mine. With this update, a full mine closure plan guarantee is required. As a result, the Company will be required to provide a guarantee of $13.0 million to the Peruvian Government for 2022, and issue an updated security bond on or before January 29, 2022.
In December 2020, the Company updated the Bateas closure plan which was submitted to the Mining Ministry for approval. The Company expects the approval to occur during 2021.
| (b) | San Jose Letter of Guarantee |
|---|
The Company has established three letters of guarantee in the aggregate amount of $1.1 million to fulfill its environmental obligations under the terms and conditions of the Environmental Impact Statements issued by the Secretaria de Medio Ambiente y Recursos Naturales (“SEMARNAT”) in 2009 in respect of the construction of the San Jose mine, and in 2017 and 2020 with respect to the expansion of the dry stack tailings facility at the San Jose mine. The letters of guarantee expire on December 31, 2023, June 15, 2022, and August 13, 2022, respectively.
| (c) | Other Commitments |
|---|
As at September 30, 2021, the Company had capital commitments of $6.6 million and $0.7 million for civil work, equipment purchases and other services at the Lindero and San Jose Mines, respectively, which are expected to be expended within one year.
The Company entered into an agreement with a service provider wherein the Company would be required to make an early termination payment, which is reduced monthly over 30 months, if the Company terminates the agreement, and in certain circumstances, could be required to make other payments that will be negotiated between the Company and the service provider. If the Company had terminated the agreement at September 30, 2021 it would have been subject to an early termination payment of $9.6 million.
In Burkina Faso, all shipments with gold spot prices lower or equal to $1,000 per ounce are subject to a royalty rate of 3%, a 4% rate is applied to all shipments with gold spot prices between $1,000 and $1,300 per ounce, and a 5% royalty rate is applied to all shipments with a gold spot price greater than $1,300 per ounce. During the three-month period ended September 30, 2021, the Company was subject to royalty rates of 5%. For the three-month period ended September 30, 2021, government royalties amounting to $2.5 million were incurred with the Government of Burkina Faso. The Company is also subject to a 1% contribution to a mining fund for local development. This amounted to $0.5 million for the three-month period ended September 30, 2021.
Page | 29
Fortuna Silver Mines Inc.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| (d) | Tax Contingencies |
|---|
The Company was assessed $1.2 million (4.3 million Peruvian soles), including interest and penalties of $0.6 million (2.4 million Peruvian soles), for the 2010 tax year by SUNAT, the Peruvian tax authority, with respect to the deduction of certain losses arising from derivative instruments. The Company has applied to the Peruvian tax court to appeal the assessment.
On January 22, 2019, the Peruvian tax court reaffirmed SUNAT’s position and denied the deduction. The Company believes the assessment is inconsistent with Peruvian tax law and that it is probable the Company will succeed on appeal through the Peruvian legal system. The Company has paid the disputed amount in full and has initiated proceedings through the Peruvian legal system to appeal the decision of the Peruvian tax court.
As at September 30, 2021, the Company has recorded the amount paid of $1.2 million (4.3 million Peruvian soles) in long-term receivables and other, as the Company believes it is probable that the appeal will be successful (Note 10).
| *(*e) | SGM Royalty |
|---|
In January 2020, the Company received notice from the Dirección General de Minas (“DGM”) seeking to cancel one of the Company’s mining concessions at the San Jose Mine in Oaxaca, Mexico if a disputed royalty, in the Mexican peso equivalent of $30 million plus VAT (being the amount of the claimed royalty from 2011 to 2019), was not paid before March 15, 2020. In early February 2020, the Company began legal proceedings (the “Amparo Proceedings”) to contest the initiation of the cancellation procedure taken by the DGM on the Company’s mining concession, if the royalty claimed by the Mexican Geological Service (the “SGM”) was not paid. Effective May 27, 2021, the DGM provided notice to the Company of the termination of the cancellation procedure, as it had determined that the required cause for the cancellation of the concession was not established. As a result the Company discontinued the Amparo Proceedings in the Collegiate Court in Mexico. Further, on advice received from Mexican counsel, the Company withdrew the administrative and legal proceedings that it had initiated in the Mexican Fedreal Administrative Court to remove reference to the royalty on the title register.
On October 7, 2021, the Company and the SGM entered into a settlement agreement, pursuant to which the Company paid to the SGM the amount of $9.6 million, plus value added tax (which is included in Other Expenses) to end any prior dispute, and agreed to pay to the SGM a three percent royalty on the billing value of minerals obtained from the concession from May 1, 2021 on an ongoing basis, on terms to be set out in a royalty agreement to be negotiated by the parties. The terms of the settlement are confidential and the Company has not admitted any liability.
| (f) | Other Contingencies |
|---|
The Company is subject to various investigations, royalties and other claims, legal, labor, and tax proceedings covering matters that arise in the ordinary course of business activities. Each of these matters is subject to various uncertainties, and it is possible that some of these matters may be resolved unfavorably for the Company. Certain conditions may exist as of the date these interim financial statements are issued that may result in a loss to the Company. None of these matters is expected to have a material effect on the results of operations or financial conditions of the Company.
Page | 30
Fortuna Silver Mines Inc.
Notes to Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and 2020
(Unaudited – tabular amounts in thousands of US dollars, except share and per share amounts)
| 31. | SUBSEQUENT EVENTS |
|---|---|
| (a) | Credit Facility |
| --- | --- |
On November 4, 2021, the Company entered into a fourth amended and restated credit agreement (the “Amended Credit Facility”) effective November 5, 2021, with a syndicate of Banks led by BNP Paribas, and including The Bank of Nova Scotia, Bank of Montreal and Société Générale, which converted the Company’s prior non-revolving and revolving facilities with the Bank of Nova Scotia and BNP Paribas (the “Scotiabank Facility”) into a revolving term credit facility and increased the amount of the facility from $120.0 million to $200.0 million, subject to the conditions described below. The facility has a term of four years and steps down to $150.0 million after three years. Interest accrues on LIBOR loans under the facility at LIBOR plus an applicable margin of between two and three percent which varies according to the consolidated leverage levels of the Company.
On closing of the Amended Credit Facility, $120.0 million was available for drawdown and was drawn down in full. If a new San Jose EIA has not been approved or the existing San Jose EIA has not been extended by January 23, 2022, the availability of the Amended Credit Facility will be reduced to $100.0 million (see Note 31(b)). The total Amended Credit Facility of up to $200.0 million will only become available upon receipt of the new San Jose EIA or San Jose EIA extension.
On November 10, 2021, Compania Minera Cuzcatlan, S.A. de C.V. (“Minera Cuzcatlan”), the Company’s indirect wholly-owned subsidiary, received written notification from SEMARNAT that its application to extend the San Jose EIA had been denied. The San Jose mine is currently operating under the protection of the Mexican courts which allows the continued operation of the San Jose mine beyond the expiry date of the EIA. Minera Cuzcatlan has the right and intends to appeal the decision of SEMARNAT and will continue to pursue all legal protection available to it in order to continue to operate pending the appeal of the decision of SEMARNAT (see Note 31(b)).
Under the terms of the amended credit facility, the Company must obtain by November 20, 2021 a permanent injunction or equivalent protection, in form and substance acceptable to the lenders acting reasonably, which allows the Company to continue to operate the mine.
The Company’s principal operating subsidiaries in Mexico, Peru, Côte d’Ivoire and Burkina Faso, and their respective direct and indirect holding companies, have guaranteed the obligations of the Company contemplated by the Amended Credit Facility. The Company has pledged all of its assets to secure the payment of its obligations contemplated by the Amended Credit Facility and the Company’s principal operating subsidiaries in Mexico and Peru, as well as the direct and indirect holding companies of the Company’s principal operating subsidiaries in Mexico, Peru, Côte d’Ivoire and Burkina Faso, have pledged all of their respective assets to secure their respective guarantees of such payment, including the shares of the Company’s principal operating subsidiaries in Mexico, Peru, Côte d’Ivoire and Burkina Faso. The Company’s principal operating subsidiary in Burkina Faso has pledged its bank accounts to secure the obligations under its guarantee.
The Amended Credit Facility includes covenants customary for a facility of this nature, which are substantially similar to those that governed the Scotiabank Facility. The Company must comply with the terms of the Amended Credit Facility relating to, among other matters, reporting requirements, and positive, negative, and financial covenants set out in therein. As at September 30, 2021, the Company was in compliance with all of the covenants under the Scotiabank Facility.
Immediatley prior to the completion of the Amended Credit Facility, the Company repaid the existing Roxgold credit facility in the amount of $28.4 million.
| (b) | Environmental impact authorization at San Jose Mine |
|---|
In 2009, SEMARNAT granted an Environmental Impact Authorization (“EIA”) to Fortuna’s Mexican subsidiary, Companía Minera Cuzcatlán (“CMC”), which authorized the construction, execution and maintenance of the San Jose Mine for a period of 12 years effective until October 23, 2021. In May 2021, CMC filed an application to extend the term of the EIA for an additional period of 10 years. SEMARNAT requested additional information pertaining to the application which has been provided.
On November 10, 2021, Minera Cuzcatlan received written notification from SEMARNAT that its application, made in May 2021, for a 10 year extension to its Environmental Impact Authorization for the San Jose Mine which expired on October 23, 2021 had been denied. SEMARNAT denied the application for the extension citing a pending evaluation by SEMARNAT related to the regularization of ancillary infrastructure at the mine site. In addition, it cited non receipt of requested information, which the Company has already provided to the authority. The Company is reviewing the reasons for the denial with its advisors, but believes that it is fundamentally in compliance with all material aspects of the San Jose EIA and is entitled to an extension.
The San Jose mine is currently operating under the protection of the Mexican courts which allows the continued operation of the San Jose mine beyond the expiry date of the EIA. Minera Cuzcatlan has the right and intends to appeal the decision of SEMARNAT and will continue to pursue all legal protection available to it in order to continue to operate pending the appeal of the decision of SEMARNAT.
Page | 31
Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three and nine months ended September 30, 2021
As of November 10, 2021
Fortuna Silver Mines Inc.
Management’s Discussion and Analysis
For the three and nine months ended September 30, 2021
This Management’s Discussion and Analysis (“MD&A”) of the financial position and results of operations for Fortuna Silver Mines Inc. (the “Company” or “Fortuna”) (TSX: FVI and NYSE: FSM) should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2020 and the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2021 and the related notes thereto, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. For further information on the Company, reference should be made to its public filings on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.
This MD&A is prepared by management and approved by the Board of Directors as of November 10, 2021. This discussion covers the three and nine months ended September 30, 2021 (“Q3 2021” or the “Quarter” or “YTD”) and the subsequent period up to the date of issuance of the MD&A. All dollar amounts are in United States (“US”) dollars, except where otherwise noted. References to C$ are Canadian dollars.
This MD&A contains forward-looking statements. Readers are cautioned as to the risks and uncertainties related to the forward-looking statements, the risks and uncertainties associated with investing in the Company’s securities and the technical and scientific information under National Instrument 43-101 – Standards for Disclosure of Mineral Projects (“NI 43-101”) concerning the Company’s material properties, including information about mineral reserves and resources, which classifications differ significantly from the requirements required by the SEC as set out in the cautionary note on page 40 of this MD&A. All forward-looking statements are qualified by cautionary notes in this MD&A as well as risks and uncertainties discussed in the Company’s Annual Information Form for fiscal 2020 dated March 29, 2021 and its Management Information Circular dated May 26, 2021, which are filed on SEDAR and EDGAR.
This MD&A use certain Non-IFRS financial measures such as: production cash cost per tonne; cash cost per payable ounce; all-in sustaining cash cost per payable ounce sold; all-in cash cost per payable ounce sold; free cash flow and free cash flow from ongoing operations; adjusted net income; and adjusted EBITDA which have no standard meaning under IFRS. Non-IFRS measures are further discussed in the section Non-IFRS Measures on page 20 of this MD&A.
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
CONTENTS
| Business Overview | 2 |
|---|---|
| Corporate Developments | 2 |
| Highlights | 3 |
| Financial Results | 7 |
| Results of Operations | 10 |
| Projects & Exploration | 14 |
| Quarterly Information | 15 |
| Liquidity and Capital Resources | 17 |
| Financial Instruments | 19 |
| Share Position & Outstanding<br> Options & Equity Based Share Units | 19 |
| Related Party Transactions | 20 |
| Non-IFRS Financial Measures | 20 |
| Amendments to Accounting<br> Standards That Have Been Issued | 28 |
| Risks and Uncertainties | 28 |
| Critical Accounting Estimates<br> and Judgements | 37 |
| Controls and Procedures | 40 |
| Cautionary Statement on<br> Forward-Looking Statements | 40 |
| Cautionary Note to United<br> States Investors Concerning Estimates of Reserves and Resources | 43 |
Fortuna | 1
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
BUSINESS OVERVIEW
Fortuna is a growth focused Canadian precious metals mining company with operations and projects in Argentina, Burkina Faso, Mexico, Peru, and Côte d’Ivoire. The Company produces silver and gold and generates shared value over the long-term through efficient production, environmental protection, and social responsibility.
The Company operates the open pit Lindero gold mine (“Lindero”) in northern Argentina, the underground Yaramoko mine (“Yaramoko”) in south western Burkina Faso, the underground San Jose silver and gold mine (“San Jose”) in southern Mexico, the underground Caylloma silver, lead, and zinc mine (“Caylloma”) in southern Peru, and is developing the open pit Séguéla gold mine (“Séguéla”) in south western Côte d’Ivoire.
Fortuna is a publicly traded company incorporated and domiciled in British Columbia, Canada. Its common shares are listed on the New York Stock Exchange under the trading symbol FSM and on the Toronto Stock Exchange under the trading symbol FVI.
CORPORATEDEVELOPMENTS
On July 2, 2021, Fortuna and Roxgold Inc. (“Roxgold”) completed the previously announced business combination between Fortuna and Roxgold (the "Transaction"), and acquired the producing Yaramoko mine in Burkina Faso, the Séguéla development project in Côte d’Ivoire, and the Boussoura exploration property in Burkina Faso.
On September 29, 2021, Fortuna announced the decision to proceed with the construction of the Séguéla project in Côte d’Ivoire. The updated total initial capital investment is estimated at $173.5 million, the anticipated construction schedule is approximately 20 months, with ramp-up to name plate capacity expected in the third quarter of 2023. During the fourth quarter of 2021, the Séguéla project will continue to advance the detailed engineering and project design, bulk earthworks activities commenced in October, continue orders for long lead items, and plans to finalize the negotiations of the mining convention with the Mines Ministry.
On October 7, 2021, the Company and Mexican Geological Service (“SGM”) entered into a settlement agreement related to the disputed royalty on one of the mining concessions at the San Jose mine in Mexico. Pursuant to the settlement agreement, the Company paid to SGM the amount of $9.6 million plus value added tax (which is included in Other Expenses in the unaudited condensed interim financial statements for the three and nine months ended September 30, 2021 and see Note 30(c) of such financial statements) to end any prior dispute, and agreed to pay to the SGM a three percent royalty on the billing value of minerals obtained from the concession from May 1, 2021 on an ongoing basis, on terms to be set out in a royalty agreement to be negotiated by the parties. The terms of the settlement are confidential and the Company has not admitted any liability.
On October 25, 2021, Fortuna provided an update on the status of its application to extend the environmental impact authorization for the San Jose Mine, located in Mexico. In 2009, the Secretaría de Medio Ambiente y Recursos Naturales (“SEMARNAT”) granted an Environmental Impact Authorization (“EIA”) to Fortuna’s Mexican subsidiary, Companía Minera Cuzcatlán (“Minera Cuzcatlan”), which authorized the construction, execution and maintenance of the San Jose Mine for a period of 12 years effective until October 23, 2021. In May 2021, Minera Cuzcatlan filed an application to extend the term of the EIA for an additional period of 10 years. SEMARNAT requested additional information pertaining to the application which has been provided.
On November 10, 2021, Minera Cuzcatlan received written notification from SEMARNAT that its application for an extension to its EIA had been denied. SEMARNAT denied the application for the extension citing a pending evaluation by SEMARNAT related to the regularization of ancillary infrastructure at the mine site. In addition, it cited non receipt of requested information, which the Company has already provided to the authority. The Company is reviewing the reasons for the denial with its advisors, but believes that it is fundamentally in compliance with all material aspects of the San Jose EIA and is entitled to an extension.
Fortuna | 2
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
The San Jose mine is currently operating under the protection of the Mexican courts which allows the continued operation of the San Jose mine beyond the expiry date of the EIA. Minera Cuzcatlan has the right and intends to appeal the decision of SEMARNAT and will continue to pursue all legal protection available to it in order to continue to operate pending the appeal of the decision of SEMARNAT.
On November 4, 2021, the Company entered into a fourth amended and restated credit agreement (the “Amended Credit Facility”) effective November 5, 2021, with a syndicate of Banks led by BNP Paribas, and including The Bank of Nova Scotia, Bank of Montreal and Société Générale, which converts the Company’s existing non-revolving and revolving facility into a revolving term credit facility and increases the amount of the facility from $120.0 million to $200.0 million, subject to certain terms and conditions. See “Capital Resources” for further information. The Amended Facility has a term of four years and steps down to $150.0 million after three years. Interest accrues on LIBOR loans under the Amended Facility at LIBOR plus the appliable margin of between two and three percent, which varies according to the consolidated leverage levels of the Company.
HIGHLIGHTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021
Financial
| · | Record<br> sales of $162.6 million, an increase of 95% from the $83.4 million reported in the same period<br> in 2020 (“Q3 2020”), due primarily to gold sales from the Yaramoko mine of $49.0<br> million and Lindero mine of $41.8 million |
|---|---|
| · | Mine<br> operating income of $47.3 million, an increase of $5.2 million from the $42.1 million reported<br> in Q3 2020 |
| --- | --- |
| · | Operating<br> income of $21.8 million, a decrease of $6.7 million from the $28.5 million operating income<br> reported in Q3 2020 primarily due to the $9.6 million settlement of the disputed royalty claim with<br> the SGM |
| --- | --- |
| · | Net<br> income of $0.2 million or $0.00 per share, a decrease of $12.9 million and $0.07 per share,<br> from the $13.1 million net income or $0.07 per share reported in Q3 2020, primarily due to<br> lower operating income as noted above and transaction costs of $10.5 million |
| --- | --- |
| · | Adjusted<br> net income^1^ of $22.5 million, compared to $16.1 million net income in Q3 2020 |
| --- | --- |
| · | Adjusted<br> EBITDA^1^ of $75.3 million compared to $42.2 million reported in Q3 2020 |
| --- | --- |
| · | Free<br> cash flow from ongoing operations^1^ of $33.8 million compared to $30.1 million<br> reported in Q3 2020 |
| --- | --- |
| · | As<br> at September 30, 2021, the Company had cash and cash equivalents of $135.8 million |
| --- | --- |
Operating
| · | Gold<br> production of 65,425 ounces, an increase of 411% over Q3 2020 |
|---|---|
| · | Silver<br> production of 1,711,881 ounces, a decrease of 20% over Q3 2020 |
| --- | --- |
| · | Lead<br> production of 8,245,289 pounds, an increase of 23% over Q3 2020 |
| --- | --- |
| · | Zinc<br> production of 12,436,276 pounds, an increase of 21% over Q3 2020 |
| --- | --- |
COVID-19
The Company is managing the necessary country-by-country restrictions related to the prevention of the spread of COVID-19 in order to assist in the protection of those most vulnerable. In 2021, the Company has experienced an increase in COVID-19 cases in Argentina and Peru which has affected operations at the Lindero Mine and the Caylloma Mine and has resulted in a reduced workforce and quarantine periods for those affected. Each of the Company’s mine sites is, at the date of this MD&A, operating with a reduced workforce. Worker availability continues to be a challenge but is currently being mitigated by increasing the use of temporary workers and contractors. Health protocols are in place at each mine site for control, isolation and quarantine, as necessary, and these continue to be reviewed and adjusted accordingly based on the circumstances at each location. The Company’s focus is the health and safety of the workforce and on measures to prevent and manage the transmission of COVID-19 amongst the workforce and the communities in which the Company operates.
The Company’s operations and financial performance are dependent on it being able to operate at each of its mines and projects. Given the fast-changing situation with respect to the COVID-19 pandemic, including further waves of the virus and the emergence of variant forms of the virus, it is difficult to predict the exact nature and extent of the impact the pandemic may have on the Company’s operations and its business. Until the number of cases and death rate starts to flatten and decline, there is no certainty that the governments of countries in which the Company operates will not mandate another round of extreme measures, including the suspension of business activities, which could include mining. Outbreaks of COVID-19 in areas where the Company operates or further restrictive directives of government and public health authorities could cause delays or disruptions in the Company’s supply chain, restrict access to its mine sites, restrict its ability to transport and ship gold doré and/or metal concentrates, restrict access to processing and refinery facilities, or
^1^Refer to Non-IFRS Financial Measures
Fortuna | 3
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
impediments to market logistics. Further suspensions of operations or curtailment of commissioning activities at the Company’s mines remains a significant risk to its business and operations.
Health & Safety
The Company had five lost time injuries (“LTI”) during the three months ended September 30, 2021, with over eight million hours worked. The Company’s rolling 12-month LTI frequency rate at the end of the quarter was 2.49 per million hours worked. The Company’s total recordable injury frequency rate (“TRIFR”), which is a measure of all injuries that require the attention of medically trained personnel, is 4.67 total recordable injuries per million hours worked by the end of September 30, 2021 (rolling 12-month average). The Company continues to focus on implementing prevention programs to reduce the injuries in all mine sites.
The COVID-19 pandemic has continued to present additional health and safety challenges. The Company took early precautionary measures at all of its operations to manage issues related to the COVID-19 pandemic with the primary goal of protecting the health, safety and economic wellbeing of the Company’s workforce and local communities. The Company continues with routine COVID-19 testing at all of its mine sites with the objective of identifying carriers early so they can self-isolate before inadvertently spreading the virus to others. Vaccination programs are underway in all of the countries in which the Company operates; by the end of September 2021, 89% of the Company’s employees and contractors already received at least one dose of the vaccine and 64% received two doses. The Company continues to provide vaccine information to its workforce with the objective of reducing barriers to vaccination and maximizing the number of workers that receive the vaccine.
Environment
There were a total of 14 minor environmental incidents internally reported during the three months ended September 30, 2021, remediation’s measures have been implemented as needed and none of which were considered to have a significant impact.
During the quarter ended September 30, 2021, San Jose began the generation of clean energy with the installation of 72 solar panels with a system capacity of 30 kWh, to supply electricity to the administrative facilities for use in office equipment, lighting, and systems. This initiative has projected annual savings of 105 tonnes of carbon dioxide equivalent, which will contribute to the reduction of the Company’s carbon footprint. As this technology is scalable, its capacity could be expanded in the future to supply electricity to other facilities of the site.
At Yaramoko, the annual reforestation program, part of the biodiversity management plan, has allowed the planting of twelve thousand trees locally produced, leading to a total of more than 146 thousand trees planted since 2014 in the villages near the mine site.
Community Engagement
The Company seeks to maintain good constructive relations with the communities where it operates, based on dialogue, transparency, and respect, and to be a catalyst for social development. At each of the Company’s operations, it maintains open and ongoing channels of communication with the people in the communities within its direct and indirect areas of influence. The Company has established mechanisms at each operation for addressing complaints or grievances with local and other stakeholders. The Company also takes part in consultations and participatory meetings to identify and prioritize community development needs.
Since the COVID-19 pandemic, the Company has adapted its community engagement and investment programs at all of its operations. It has developed strategies to share health and safety protocols adopted by its sites with local authorities and communities. The Company has modified some of its social investment programs to take into account the “new normal” way of working with COVID-19 restrictions in place, and has collaborated to identify new ways to support both the health and economic wellbeing of the local communities.
Fortuna | 4
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
Caylloma signed an inter-institutional cooperation agreement with the Arequipa-Caylloma Health Network to support the comprehensive vaccination plan in the district of Caylloma, committing to provide the logistics and human resources necessary to immunize the entire population over 18. In order to reach this goal, the vaccination process was complemented with three communication campaigns. On October 16, 2021, the Company signed a community support agreement with the Municipality of Caylloma, which includes a voluntary financial contribution by the Company of 2.2 million Peruvian soles per year over the four-year term of agreement, with the first payment to be made in the fourth quarter of 2021. The funds will be administered by a joint committee, comprised of a representative from the community of Caylloma, a representative of the Municipality of Caylloma and a representative of the Company. The funds are to be invested in education, infrastructure and health projects within the Caylloma district. The Agreement also promotes: employment from the local workforce, increased procurement from local goods and services, and the creation of a joint participatory environmental surveillance committee.
San Jose mine contributed funding toward medical services (doctors and paramedics), maintenance of ambulances, donated food, cleaning, and medical supplies to local health centers, and has provided access to COVID-19 testing.
Lindero has signed a support agreement with the municipality of Tolar Grande to expand and remodel its health center, and to provide the center with oxygen, masks, medical equipment, disinfectant, food, COVID-19 tests, and an ultrasound scanner. During the third quarter, Lindero purchased medicine for Tolar Grande people hospitalized in the city of Salta, and sanitizers were provided to the communities of San Antonio de los Cobres and Salar de Pocitos.
As part of the West Africa community investment program at Yaramoko, the COVID-19 PCR testing equipment previously donated to Boromo Medical Centre has been accredited and commissioned. This will improve the capacity of local health services to confirm COVID-19 cases but also allowing the diagnostic of other diseases that required patients to travel to urban centers.
Environmental,Social & Governance Reporting
The Company has conducted a detailed assessment of climate-related risks and opportunities related to its operations and is finalizing a climate strategy plan to focus on the areas that represent the greatest value to our stakeholders and business. The Company plans to develop action plans to mitigate risks and capture opportunities, enhance the integration of climate-related topics into risk management processes, set climate-related targets, and increase transparency through disclosure aligned with the Task Force on Climate-related Financial Disclosures.
The Company released its 2020 Sustainability Report on April 12, 2021 which is available on its website. The report discloses the Company’s sustainability performance, and includes an assessment of its climate change risks, using the guidelines provided by the Global Reporting Initiative Standards: Core option and the Sustainability Accounting Standards Board Metals and Mining Standard. In addition, for the first time, the report includes disclosure to align its climate change performance with the Task Force on Climate-related Financial Disclosures.
Also, this year the Company reported through the Carbon Disclosure Project’s Climate Change and Water Security questionnaires. The objective is to be proactively ahead of regulatory and policy changes, identify and tackle growing risks, and finding new opportunities for action.
After the completion of the business combination with Roxgold, the Company began consolidating sustainability measures and is developing a work plan to redefine the Company’s sustainability commitments and targets.
Fortuna | 5
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
Operatingand Financial Highlights
A summary of the Company’s consolidated financial and operating results for the three and nine months ended September 30, 2021 are presented below:
| Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | |||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | % Change | 2021 | 2020 | % Change | |
| Operating Highlights | ||||||
| Silver | ||||||
| Metal produced (oz) | 1,711,881 | 2,127,746 | (20)% | 5,518,458 | 5,220,980 | 6% |
| Metal sold (oz) | 1,738,881 | 2,102,221 | (17)% | 5,542,477 | 5,208,579 | 6% |
| Realized price ($/oz) | 24.25 | 24.88 | (3)% | 25.80 | 19.94 | 29% |
| Gold | ||||||
| Metal produced (oz) | 65,425 | 12,791 | 411% | 131,028 | 29,991 | 337% |
| Metal sold (oz) | 61,679 | 12,693 | 386% | 125,547 | 30,078 | 317% |
| Realized price ($/oz) | 1,779 | 1,925 | (8)% | 1,783 | 1,760 | 1% |
| Lead | ||||||
| Metal produced (000's lbs) | 8,245 | 6,702 | 23% | 24,571 | 21,201 | 16% |
| Metal sold (000's lbs) | 8,859 | 6,884 | 29% | 25,354 | 21,196 | 20% |
| Zinc | ||||||
| Metal produced (000's lbs) | 12,436 | 10,313 | 21% | 36,169 | 33,110 | 9% |
| Metal sold (000's lbs) | 12,754 | 10,628 | 20% | 36,775 | 32,999 | 11% |
| Financial Highlights | ||||||
| Sales | 162.6 | 83.4 | 95% | 400.9 | 175.5 | 128% |
| Mine operating income | 47.3 | 42.1 | 12% | 147.1 | 63.3 | 132% |
| Operating income | 21.8 | 28.5 | (24)% | 98.0 | 29.0 | 238% |
| Net income | 0.2 | 13.1 | (98)% | 42.8 | 2.9 | 1,376% |
| Earnings (loss) per share<br> - basic | (0.00) | 0.07 | (103)% | 0.19 | 0.02 | 850% |
| Adjusted net income^1^ | 22.5 | 16.1 | 40% | 71.5 | 8.9 | 704% |
| Adjusted EBITDA^1^ | 75.3 | 42.2 | 78% | 191.1 | 67.8 | 182% |
| Net cash provided by operating<br> activities | 39.4 | 32.4 | 22% | 90.1 | 36.9 | 144% |
| Free cash flow from ongoing operations^1^ | 33.8 | 30.1 | 12% | 66.2 | 44.5 | 49% |
| Capex^2^ | ||||||
| Sustaining | 25.6 | 14.8 | 73% | 46.7 | 46.8 | (0)% |
| Non-sustaining | 0.7 | - | 0% | 1.8 | 0.2 | 800% |
| Brownfields | 4.7 | 1.0 | 370% | 10.6 | 2.9 | 266% |
| As at | Sept 30, 2021 | Dec<br> 31, 2020 | %<br> Change | |||
| Cash and cash equivalents | 135.8 | 131.9 | 3% | |||
| Total assets | 2,002.1 | 1055.3 | 90% | |||
| Debt | 187.7 | 158.6 | 18% | |||
| Shareholder's<br> equity attributable to Fortuna shareholders | 1,360.4 | 725.8 | 87% | |||
| ^1^Refer to Non-IFRS financial<br> measures | ||||||
| ^2^Capital expenditures are presented on a cash basis<br><br> <br>Figures<br> may not add due to rounding |
Fortuna | 6
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
FINANCIALRESULTS
Sales
| Nine<br> months ended Sept 30, | |||||||
|---|---|---|---|---|---|---|---|
| 2020 | % Change | 2021 | 2020 | % Change | |||
| Provisional<br> sales | |||||||
| Lindero | - | 100% | 111.6 | - | 100% | ||
| Yaramoko | - | 100% | 49.0 | - | 100% | ||
| San<br> Jose | 64.3 | (25%) | 164.9 | 130.3 | 27% | ||
| Caylloma | 17.9 | 57% | 80.8 | 44.9 | 80% | ||
| Adjustments1 | ) | 1.2 | (442%) | (5.4 | ) | 0.3 | (1,900)% |
| Total<br> Sales | 83.4 | 95% | 400.9 | 175.5 | 128% | ||
| Silver | |||||||
| Metal<br> produced (oz) | 2,127,746 | (20%) | 5,518,458 | 5,220,980 | 6% | ||
| Provisional<br> sales (oz) | 2,102,221 | (17%) | 5,542,477 | 5,208,579 | 6% | ||
| Provisional<br> sales | 48.6 | (19%) | 133.3 | 95.9 | 39% | ||
| Realized<br> price (/oz)2 | 24.88 | (3%) | 25.80 | 19.94 | 29% | ||
| Net<br> realized price (/oz)3 | 23.14 | (2%) | 24.05 | 18.40 | 31% | ||
| Gold | |||||||
| Metal<br> produced (oz) | 12,791 | 411% | 131,028 | 29,991 | 337% | ||
| Provisional<br> sales (oz) | 12,693 | 386% | 125,547 | 30,078 | 317% | ||
| Provisional<br> sales | 22.7 | 373% | 218.7 | 49.4 | 343% | ||
| Realized<br> price (/oz)2 | 1,925 | (8%) | 1,783 | 1,760 | 1% | ||
| Net<br> realized price (/oz)3 | 1,788 | (3%) | 1,742 | 1,642 | 6% | ||
| Lead | |||||||
| Metal<br> produced (000's lbs) | 6,702 | 23% | 24,571 | 21,201 | 16% | ||
| Provisional<br> sales (000's lbs) | 6,884 | 29% | 25,354 | 21,196 | 20% | ||
| Provisional<br> sales | 4.9 | 57% | 21.0 | 13.7 | 53% | ||
| Realized<br> price (/lb)2 | 0.86 | 23% | 0.98 | 0.82 | 20% | ||
| Net<br> realized price (/lb)3 | 0.71 | 23% | 0.83 | 0.65 | 28% | ||
| Zinc | |||||||
| Metal<br> produced (000's lbs) | 10,313 | 21% | 36,169 | 33,110 | 9% | ||
| Provisional<br> sales (000's lbs) | 10,628 | 20% | 36,775 | 32,999 | 11% | ||
| Provisional<br> sales | 6.1 | 89% | 32.4 | 16.2 | 100% | ||
| Realized<br> price (/lb)2 | 1.07 | 27% | 1.31 | 0.98 | 34% | ||
| Net<br> realized price (/lb)3 | 0.57 | 57% | 0.88 | 0.49 | 79% | ||
| 1<br> Adjustments consists of mark to market, final price and assay adjustments. | |||||||
| 2<br> Based on provisional sales before final price adjustments. Net after payable metal deductions, treatment, and refining charges. | |||||||
| 3<br> Treatment charges are allocated to base metals at Caylloma and to gold at San Jose. |
All values are in US Dollars.
Salesfor the three months ended September 30, 2021 were $162.6 million, an increase of 95% from the $83.4 million reported in Q3 2020. Lindero recognized adjusted sales of $41.8 million from 23,559 ounces of gold sold. Yaramoko recognized adjusted sales of $49.0 million from 27,494 ounces of gold sold. San Jose reported adjusted sales of $43.7 million, a decrease of 32% from the $64.7 million reported in Q3 2020 due to decreases in the prices of silver and gold and a 24% and 21% decrease in the volume of silver and gold ounces sold, respectively. Caylloma reported adjusted sales of $28.0 million, a 49% increase from the $18.8 million reported in Q3 2020 due primarily to a 36% increase in the volume of silver sold, and increases in the volume and price of lead and zinc sold.
Salesfor the nine months ended September 30, 2021 were $400.9 million, an increase of 128% from the $175.5 million reported in the same period in 2020. Lindero recognized adjusted sales of $113.4 million from 63,788 ounces of gold sold. Yaramoko recognized adjusted sales of $49.0 million from 27,494 ounces of gold sold in the third quarter of 2021. San Jose had adjusted sales of $159.4 million, an increase of 22% from the $130.5 million reported in the same period in 2020 due to a 4% and 6% increase in the volume and a 29% and 3% increase in the price of silver and gold sold, respectively. Caylloma had adjusted sales of $79.1 million, a 76% increase from the $44.9 million reported in the same period in 2020 due primarily to higher silver, lead, and zinc prices, and an 18%, 112%, 20%, and 11% increase in the volume of silver, gold, lead, and zinc sold, respectively.
Fortuna | 7
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
OperatingIncome (Loss) and Adjusted EBITDA
| Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | %^1^ | 2020 | %^1^ | 2021 | %^1^ | 2020 | %^1^ | |||||||||
| Operating<br> income (loss) | ||||||||||||||||
| Lindero | 10.3 | 25% | (2.8 | ) | 0% | 29.2 | 26% | (8.9 | ) | 0% | ||||||
| Yaramoko | 10.0 | 20% | - | 0% | 10.0 | 20% | - | 0% | ||||||||
| San<br> Jose | (1.6 | ) | (4)% | 31.7 | 49% | 47.4 | 30% | 50.5 | 39% | |||||||
| Caylloma | 10.1 | 36% | 5.2 | 28% | 27.0 | 34% | 2.3 | 5% | ||||||||
| Corporate | (7.0 | ) | (5.6 | ) | (15.6 | ) | (14.9 | ) | ||||||||
| Total | 21.8 | 13% | 28.5 | 34% | 98.0 | 24% | 29.0 | 17% | ||||||||
| Adjusted<br> EBITDA^2^ | ||||||||||||||||
| Lindero | 21.8 | 52% | (0.1 | ) | 0% | 57.6 | 51% | (0.3 | ) | 0% | ||||||
| Yaramoko | 25.8 | 53% | - | 0% | 25.8 | 53% | - | 0% | ||||||||
| San<br> Jose | 20.2 | 46% | 40.8 | 63% | 85.5 | 54% | 72.4 | 55% | ||||||||
| Caylloma | 13.5 | 48% | 7.6 | 40% | 36.6 | 46% | 10.8 | 24% | ||||||||
| Corporate | (6.0 | ) | (6.1 | ) | (14.4 | ) | (15.1 | ) | ||||||||
| Total | 75.3 | 46% | 42.2 | 51% | 191.1 | 48% | 67.8 | 39% | ||||||||
| ^1^As a Percentage of Sales | ||||||||||||||||
| ^2^Refer to Non-IFRS Financial Measures | ||||||||||||||||
| ^3^Figures may not add due to rounding |
Operatingincome for the three months ended September 30, 2021 was $21.8 million, a decrease of $6.7 million compared to Q3 2020. The decrease was due primarily to the $9.6 million plus value added tax paid to the SGM to settle the disputed royalty claim, and lower silver and gold production at San Jose. The decrease was partly offset by Lindero operating income of $10.3 million an increase of $13.1 million as the site achieved first gold in October 2020, and contributions from the Yaramoko mine of $10.0 million following the acquisition of Roxgold.
Operatingincome for the nine months ended September 30, 2021 was $98.0 million, an increase of $69.0 million compared to the same period in 2020. The increase was due primarily to higher mine operating income as realized prices of silver, gold, lead, and zinc were 29%, 1%, 20%, and 34% higher, respectively, and Lindero and Yaramoko’s contribution to mine operating income of $29.2 million and $10.0 million, offset partly by higher corporate costs incurred.
Generaland Administrative (“G&A”) Expenses
| Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | %<br> Change | ||||||
| Mine<br> G&A | 4.5 | 2.0 | 125% | 12.7 | 6.7 | 90% | ||||
| Corporate<br> G&A | 5.7 | 2.5 | 128% | 13.7 | 7.0 | 96% | ||||
| Share-based<br> payments | 0.6 | 3.7 | (84%) | 1.1 | 7.9 | (86%) | ||||
| Workers'<br> participation | 0.4 | 0.8 | (50%) | 1.4 | 1.3 | 8% | ||||
| Total | 11.2 | 9.0 | 24% | 28.9 | 22.9 | 26% |
Generaland administrative expenses for the three months ended September 30, 2021 were $11.2 million, an increase of 24% compared to Q3 2020, due primarily to the $3.2 million increase in Corporate G&A, $2.5 million increase in Mine G&A, offset partly by a decrease in share-base payment of $3.1 million. Corporate G&A increased primarily due to higher bonus accruals which were suspended during 2020 due to the COVID-19 pandemic, the acquisition of Roxgold and associated personnel, and increased travel costs.
Generaland administrative expenses for the nine months ended September 30, 2021 were $28.9 million, an increase of 26% compared to the same period in 2020. Mine G&A increased $6.0 million, due primarily to $2.7 million of costs at the Lindero mine, which was undergoing construction in 2020 with first gold in October 2020. Corporate G&A increased primarily for the reasons noted above.
Fortuna | 8
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
ForeignExchange Loss
Foreignexchange loss for the three months ended September 30, 2021 was $0.5 million, a decrease of $3.1 million compared to Q3 2020. The decrease was due primarily to a less significant devaluation of the Argentine peso against the U.S. dollar and its impact on the Argentine peso denominated value added tax receivable.
Foreignexchange loss for the nine months ended September 30, 2021 was $5.0 million, a decrease of $2.5 million compared to the same period in 2020. The decrease was due primarily to the prior year devaluation of the Mexican peso against the U.S. dollar and its impact on the Mexican peso denominated liability balances, offset partly by a less significant devaluation of the Argentine peso against the U.S. dollar and its impact on the Argentine peso denominated value added tax receivable.
IncomeTax Expense
Incometax expense for the three months ended September 30, 2021 was $8.9 million, a decrease of $6.1 million compared to Q3 2020. The decrease was due primarily to lower pre-tax income.
Incometax expense for the nine months ended September 30, 2021 was $34.2 million, an increase of $5.9 million compared to the same period in 2020. The increase was due primarily to higher pre-tax income.
Theeffective tax rate for the three months ended September 30, 2021 was 98% compared to 54% in Q3 2020. The increase was due primarily to the increased impact of foreign exchange fluctuations in Mexican pesos and Peruvian soles and transaction costs incurred by the Company, the benefit of which was not recognized for tax provision purposes.
Theeffective tax rate for the nine months ended September 30, 2021 was 44% compared to 91% reported for the same period in 2020. The decrease was due primarily to the decreased impact of foreign exchange fluctuations in Mexican pesos and Peruvian soles.
The Company is subject to tax in various jurisdictions, including Burkina Faso, Côte d’Ivoire, Peru, Mexico, Argentina and Canada. There are a number of factors that can significantly impact the Company’s effective tax rate including the geographic distribution of income, variations in our income before income taxes, varying rates in different jurisdictions, the non-recognition of tax assets, local inflation rates, fluctuation in the value of the United States dollar and foreign currencies, changes in tax laws and the impact of specific transactions and assessments. As a result of the number of factors that can potentially impact the effective tax rate and the sensitivity of the tax provision to these factors, the effective tax rate will fluctuate, sometimes significantly. This trend is expected to continue in future periods.
Fortuna | 9
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
RESULTSOF OPERATIONS
LinderoMine, Argentina
| Nine<br> months ended Sept 30, | |||
|---|---|---|---|
| 2020 | 2021 | 2020 | |
| Mine Production | |||
| Tonnes placed on the leach<br> pad | - | 4,994,134 | - |
| Gold | |||
| Grade (g/t) | - | 0.94 | - |
| Production (oz) | - | 68,088 | - |
| Metal sold (oz) | - | 63,788 | - |
| Realized price (/oz) | - | 1,775 | - |
| Unit Costs | |||
| Cash cost (/oz Au)1 | - | 635 | - |
| All-in sustaining cash cost<br> (/oz Au)1 | - | 1,182 | - |
| Capital expenditures (000's) | |||
| Sustaining | - | 21,294 | - |
| Brownfields | - | 528 | - |
| 1 Refer to Non-IFRS Financial<br> Measures |
All values are in US Dollars.
QuarterlyOperating and Financial Highlights
During the third quarter of 2021, the onsite impact of COVID-19 diminished resulting in less disruptions to the operations, with the Company screening 74 positive cases compared to 160 cases registered in the second quarter of 2021. To date, including Company and contractor personnel, 94% of the workforce has been vaccinated with one dose and 40% with two doses. The government of Argentina has announced that travel restrictions will start to ease in November, which should improve lead times and onsite technical assistance from foreign vendors.
In the third quarter of 2021, a total of 1,387,134 tonnes of ore were placed on the leach pad averaging 1.10 g/t gold containing an estimated 49,247 ounces of gold. Total gold production for the quarter was 26,235 ounces, comprised of 24,318 ounces in doré and an increase of 1,918 ounces of gold-in-carbon (GIC) inventory.
All processing areas are performing as planned with 1,235,602 tonnes of crushed ore placed on the leach pad via conveyor stacking during the third quarter, an 83% increase over the previous quarter.
Material placed during the quarter on the leach pad was in line with the updated plan, averaging 13,430 tonnes per day, 41% above the previous quarter. The operation has achieved steady growth in performance through the quarter, averaging 14,514 tonnes per day during the month of September, including over 16,000 tonnes per day during the second half of the month.
The expansion of carbon columns at the ADR plant is on schedule and commissioning is expected in the fourth quarter of 2021.
Cash cost per gold ounce sold was $646, as the mine continues to ramp up production.
All-in sustaining cash cost per gold ounce sold was $1,270 during Q3 2021 and $1,182 year to date, slightly above the Company’s updated guidance for the full year, due primarily to timing of sustaining capital expenditures and ounces sold. The Company expects the full year results to be in-line with the updated guidance.
Total capital expenditures of $10.7 million during the quarter related primarily to the ADR plant expansion and completion of phase 1B of the leach pad construction.
Fortuna | 10
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
YaramokoMine Complex, Burkina Faso
| Nine<br> months ended Sept 30, | |||
|---|---|---|---|
| 2020 | 2021 | 2020 | |
| Mine Production | |||
| Tonnes milled | - | 126,677 | - |
| Gold | |||
| Grade (g/t) | - | 7.28 | - |
| Production (oz) | - | 28,751 | - |
| Metal sold (oz) | - | 27,494 | - |
| Realized price (/oz) | - | 1,783 | - |
| Unit Costs | |||
| Cash cost (/oz Au)1 | - | 720 | - |
| All-in sustaining cash cost<br> (/oz Au)1 | - | 1,188 | - |
| Capital expenditures (000's) | |||
| Sustaining | - | 7,398 | - |
| Brownfields | - | 560 | - |
| 1 Refer to Non-IFRS Financial<br> Measures |
All values are in US Dollars.
QuarterlyOperating and Financial Highlights
The Yaramoko Mine produced 28,751 ounces of gold in the third quarter of 2021 with an average gold head grade of 7.28g/t; slightly below the plan for the quarter.
Unplanned downtime due to the premature changeout of a SAG mill pinion bearing in August contributed to slightly lower mill throughput of 126,677 tonnes in the quarter against a plan of 127,917 tonnes. This, in addition to some necessary re-sequencing of production stopes at the 55 Zone, due to isolated ground conditions causing bridging which resulted in a reprioritization of lower grade stopes, contributed to the minor production shortfall.
These issues have been remedied and are not expected to continue nor affect fourth quarter performance which is expected to be in line with guidance.
Cash cost per gold ounce sold was $720, which was above plan, primarily due to lower production.
All-in sustaining cash cost per gold ounce sold was $1,188, slightly above the Company’s updated guidance, due primarily to the lower production and timing of sustaining capital expenditures. The Company expects the full year results to be in-line with the updated guidance.
Capital expenditures of $8.0 million during the quarter related primarily to underground mine development costs.
Fortuna | 11
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
San JoseMine, Mexico
| Nine months ended Sept 30, | |||
|---|---|---|---|
| 2020 | 2021 | 2020 | |
| Mine Production | |||
| Tonnes milled | 255,226 | 778,352 | 662,203 |
| Average tonnes milled per day | 2,934 | 2,980 | 2,518 |
| Silver | |||
| Grade (g/t) | 254 | 206 | 232 |
| Recovery (%) | 92 | 91 | 92 |
| Production (oz) | 1,917,540 | 4,707,496 | 4,516,790 |
| Metal sold (oz) | 1,884,940 | 4,704,656 | 4,503,736 |
| Realized price (/oz) | 24.87 | 25.80 | 20.04 |
| Gold | |||
| Grade (g/t) | 1.52 | 1.29 | 1.42 |
| Recovery (%) | 92 | 91 | 91 |
| Production (oz) | 11,425 | 29,477 | 27,709 |
| Metal sold (oz) | 11,317 | 29,421 | 27,797 |
| Realized price (/oz) | 1,921 | 1,798 | 1,752 |
| Unit Costs | |||
| Production cash cost (/t)2 | 67.60 | 74.22 | 68.51 |
| Production cash cost (/oz<br> Ag Eq)1,2 | 7.15 | 9.28 | 7.21 |
| Net smelter return (/t) | 255.64 | 212.00 | 196.93 |
| All-in sustaining cash cost<br> (/oz Ag Eq)1,2 | 11.39 | 14.13 | 10.83 |
| Capital expenditures (000's) | |||
| Sustaining | 3,774 | 9,978 | 6,518 |
| Non-sustaining | – | 1,776 | – |
| Brownfields | 1,017 | 6,739 | 2,517 |
| 1 Production cash cost silver<br> equivalent and All-in sustaining cash cost silver equivalent are calculated using realized metal prices for each period | |||
| 2 Production cash cost, Production<br> cash cost silver equivalent, and All-in sustaining cash cost silver equivalent are Non-IFRS Financial Measures, refer to Non-IFRS<br> Financial Measures |
All values are in US Dollars.
QuarterlyOperating and Financial Highlights
The San Jose Mine produced 1,436,658 ounces of silver and 8,910 ounces of gold during the three months ended September 30, 2021, which represents a decrease of 25% and 22%, respectively, compared to Q3 2020. The decrease was due primarily to lower grades.
The production cash cost per tonne for the three months ended September 30, 2021 was $77.52, an increase from the $67.60 per tonne in Q3 2020 primarily due to the lower tonnes milled.
The all-in sustaining cash cost of payable silver equivalent for the three months ended September 30, 2021 was $15.51 per ounce, an increase from the $11.39 per ounce in Q3 2020. The increase was due primarily to higher production cash costs as noted above, increase in brownfields capital expenditures, higher royalties, and lower silver equivalent sales.
Capital expenditures totaled $7.6 million for the three months ended September 30, 2021, an increase from the $4.8 million in Q3 2020. The increase was due to COVID-19 impact during Q3 2020, whereby brownfields capital expenditures at the operations were significantly reduced.
Fortuna | 12
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
CayllomaMine, Peru
| Nine<br> months ended Sept 30, | |||
|---|---|---|---|
| 2020 | 2021 | 2020 | |
| Mine Production | |||
| Tonnes milled | 107,002 | 401,942 | 373,915 |
| Average tonnes milled per day | 1,189 | 1,517 | 1,530 |
| Silver | |||
| Grade (g/t) | 74 | 77 | 70 |
| Recovery (%) | 83 | 82 | 83 |
| Production (oz) | 210,206 | 810,962 | 704,190 |
| Metal sold (oz) | 217,281 | 830,495 | 704,843 |
| Realized price (/oz) | 24.96 | 25.80 | 19.27 |
| Lead | |||
| Grade (%) | 3.15 | 3.15 | 2.94 |
| Recovery (%) | 90 | 88 | 87 |
| Production (000's lbs) | 6,702 | 24,571 | 21,201 |
| Metal sold (000's lbs) | 6,884 | 25,354 | 21,196 |
| Realized price (/lb) | 0.86 | 0.98 | 0.82 |
| Zinc | |||
| Grade (%) | 4.93 | 4.67 | 4.58 |
| Recovery (%) | 89 | 87 | 88 |
| Production (000's lbs) | 10,313 | 36,169 | 33,110 |
| Metal sold (000's lbs) | 10,628 | 36,775 | 32,999 |
| Realized price (/lb) | 1.07 | 1.31 | 0.98 |
| Unit Costs | |||
| Production cash cost (/t)2 | 76.80 | 85.17 | 74.72 |
| Production cash cost (/oz<br> Ag Eq)1,2 | 14.40 | 13.25 | 13.67 |
| Net smelter return (/t) | 162.82 | 193.90 | 119.79 |
| All-in sustaining cash cost<br> (/oz Ag Eq)1,2 | 19.53 | 18.17 | 17.73 |
| Capital expenditures (000's) | |||
| Sustaining | 1,213 | 8,024 | 4,042 |
| Brownfields | 65 | 2,810 | 415 |
| 1 Production cash cost silver<br> equivalent and All-in sustaining cash cost silver equivalent are calculated using realized metal prices for each period | |||
| 2 Production cash cost, Production<br> cash cost silver equivalent, and All-in sustaining cash cost silver equivalent are Non-IFRS Financial Measures, refer to Non-IFRS<br> Financial Measures |
All values are in US Dollars.
QuarterlyOperating and Financial Highlights
The Caylloma Mine produced 275,223 ounces of silver, 8.2 million pounds of lead, and 12.4 million pounds of zinc during the three months ended September 30, 2021, an increase of 31%, 23%, and 21% compared to Q3 2020. The increased metal production was due to higher grades for all metal and higher recoveries for silver and lead. Gold production totaled 1,529 ounces with an average head grade of 0.48 g/t, an increase of 12% over the third quarter of 2020.
The production cash cost per tonne for the three months ended September 30, 2021 was $86.04, an increase from the $76.80 in Q3 2020. The increase was due primarily to higher mining costs on increased mine preparation activities and higher planned maintenance costs in the processing plant.
The all-in sustaining cash cost of silver equivalent payable for the three months ended September 30, 2021 was $17.66 per ounce, a decrease from the $19.53 in Q3 2020*.* The decrease was due primarily to higher silver equivalent sales, offset partly by the higher production cash cost per tonne as noted above.
Capital expenditures totaled $4.8 million for the three months ended September 30, 2021, an increase from the $1.3 million in Q3 2020. The increase was primarily due to COVID-19 during Q3 2020, whereby capital expenditures were significantly reduced.
Fortuna | 13
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
PROJECTS &EXPLORATION
SéguélaGold Project (refer News Releases dated September 7 and 29, 2021)
On September 29, 2021, Fortuna announced the decision to proceed with the construction of the open pit mine at the Séguéla Gold Project in Côte d’Ivoire. The updated total initial capital investment for the project is estimated to be $173.5 million, including $11.5 million previously approved by the Board for early works items, an anticipated construction schedule of approximately 20 months, with ramp up to name plate capacity expected in the third quarter of 2023.
Economic highlights of the feasibility study (based on the initial capital expenditure of $142.0 million as set out in the feasibility study) include annual production over the life of mine of 120,000 gold ounces per annum, and 133,000 gold ounces per annum for the first six years, at a $1,600 per ounce gold price and 5% after-tax discount rate, a 1.7 year payback period, after-tax IRR of 49%, and a net present value of $380.0 million; at an $1,800 per ounce gold price, a 1.4 year payback period, after-tax IRR of 58%, and a net present value of $478.0 million. (Please refer to the technical report entitled “NI 43-101 Technical Report, Séguéla Project, Feasibility Study, Worodougou Region, Côte d’Ivoire” dated May 26,2021 co-authored by Paul Criddle, FAusIMM, Hans Andersen, MAIG, Paul Weedon, MAI, Dave Morgan, AIMM, CPEng, Geoff Bailey, FIEAust, CPEng, NPER-3, REPQ, Shane McLeay FAUSIMM, and Niel Morrison PEng filed on SEDAR under the Roxgold Inc. issuer profile).
During the fourth quarter of 2021, the project will continue to advance the detailed engineering and project design, bulk earthworks activities commenced in October, continue orders for long lead items, and plans to finalize the negotiations of the mining convention with the Mines Ministry.
At Séguéla, exploration activities have continued to advance the high-grade Koula deposit with step-out drilling intersecting a new zone of hanging wall mineralization as well as infilling the extension of the high-grade Koula structure. The combined 7,115-meter, 24-hole Hanging Wall (HW) and Main Zone program, which started in April 2021 is now completed. The significance of the results and the proximity to the Stage Two Pit Shell are being evaluated. Mineralization remains open at depth on the main Koula structure while the hanging wall mineralization highlights the potential for additional structures at depth.
Depth extension drilling at Sunbird, as part of the recently completed 1,774 meter, 11-hole program which started in May 2021, has extended the mineralized envelope to approximately 1,000 meters in strike length. Results highlight the depth potential with the deepest drilling less than 200 meters below surface with the mineralization remaining open at depth and along strike. In addition, Sunbird is demonstrating very similar structural and lithological controls to those identified at the Koula and Ancien deposits.
Further high-grade results have been returned from the 14-hole, 2,070-meter additional scout drilling program completed in August at Gabbro North. Drilling only tested the southern zone of known mineralization with mineralization now delineated along a 300-meter strike and where it remains open along strike and at depth.
BoussouraExploration Update (refer News Release dated September 7, 2021)
At the Boussoura exploration project a 47-hole, 5,958-meter program has continued to advance Fofora Main infill and extension drilling has increased the confidence in the structural controls of mineralization, with several additional high-grade intervals returned. Scout drilling at the adjacent vein corridors to the west continues to highlight the regional potential, with drilling on vein corridors VC4 and VC5 intersecting extensive zones of alteration and associated quartz veining and mineralization.
Further south at Galgouli, a 12-hole, 3,419-meter program depth extension drilling on the central zone testing the structural controls and concluded in July was successful in identifying extensions to the high-grade shoots at depth. A 32-hole, 4,022-meter scout drilling program was also successful in identifying high-grade mineralization approximately 1 kilometer to the south and south-east of the central Galgouli zone, testing interpreted parallel structures and a possible regional scale cross-structure.
Fortuna | 14
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
QUARTERLYINFORMATION
The following table provides information for the last eight fiscal quarters up to September 30, 2021:
| Q3 2021 | Q2<br> 2021 | Q1<br> 2021 | Q4<br> 2020 | Q3<br> 2020 | Q2<br> 2020 | Q1<br> 2020 | Q4<br> 2019 | |
|---|---|---|---|---|---|---|---|---|
| Sales | 162.6 | 120.5 | 117.8 | 103.5 | 83.4 | 44.5 | 47.5 | 69.0 |
| Mine operating income | 47.3 | 48.5 | 51.3 | 46.7 | 42.1 | 13.8 | 7.5 | 23.4 |
| Operating income (loss) | 21.8 | 35.9 | 40.4 | 28.2 | 28.5 | (1.3) | 1.8 | 9.0 |
| Net income (loss) | 0.2 | 16.2 | 26.4 | 18.6 | 13.1 | (5.7) | (4.5) | 19.0 |
| Basic earnings (loss) per share | – | 0.09 | 0.14 | 0.10 | 0.07 | (0.03) | (0.03) | 0.12 |
| Diluted earnings (loss) per share | – | 0.09 | 0.14 | 0.09 | 0.07 | (0.03) | (0.03) | 0.12 |
| Total assets | 2,002.1 | 1,083.2 | 1,069.1 | 1,055.3 | 987.8 | 959.4 | 957.7 | 936.1 |
| Debt | 187.7 | 159.5 | 159.0 | 158.6 | 133.1 | 132.6 | 187.1 | 146.5 |
Sales increased 35% in the third quarter of 2021 to $162.6 million compared to $120.5 million in the second quarter of 2021 due primarily to the $49.0 million of sales from Yaramoko, higher sales at Lindero, which increased to $41.6 million from $34.0 million, higher sales at Caylloma, which increased to $28.1 million from $26.0 million, offset partly by lower sales at San Jose, which decreased to $48.0 million from $59.0 million. Mine operating income increased 2% in the third quarter of 2021 due primarily to the contributions from Yaramoko, partly offset by the payment of the settlement related to the disputed SGM royalty claim.
Sales increased 2% in the second quarter of 2021 to $120.5 million compared to $117.8 million in the first quarter of 2021 due to favorable price and assay adjustments of $1.5 million compared to unfavorable adjustments of $2.5 million during the first quarter, higher sales at San Jose, which increased to $59.0 million from $58.0 million, higher sales at Caylloma, which increased to $26.0 million from $25.4 million, offset partly by lower sales at Lindero, which decreased to $34.0 million from $36.9 million. Mine operating income increased 6% in the second quarter of 2021 due primarily to San Jose, where operating income increased to $29.0 million from $26.6 million in the first quarter of 2021.
Sales increased 14% in the first quarter of 2021 to $117.8 million compared to $103.5 million in the fourth quarter of 2020 due primarily to higher sales at Lindero, which increased to $36.9 million from $20.3 million, and sales at Caylloma, which increased to $25.4 million from $22.2 million, offset partly by provisional pricing adjustments. Mine operating income increased 10% in the first quarter of 2021 due primarily to Lindero, which increased to $15.2 million from $10.2 million in the fourth quarter of 2020.
Sales increased 24% in the fourth quarter of 2020 to $103.5 million compared to $83.4 million in the third quarter of 2020 due primarily to the recognition of $20.3 million of gold sales and $10.1 million of cost of sales from commissioning activities at Lindero Mine. Sales at San Jose decreased $4.2 million to $60.5 million quarter-over-quarter due to lower volume of silver and gold sold while sales at Caylloma increased $3.9 million. Share-based payments increased 24% to $4.5 million as the result of a 23% increase in the Company’s share price which impacts the cash-settled share units. With construction of Lindero substantially complete, the Company ceased capitalization of interest at the end of November 2020 and expensed $0.7 million of borrowing costs. Net income increased $5.5 million to $18.6 million over the prior quarter.
Sales increased 87% in the third quarter of 2020 to $83.4 million compared to $44.5 million in the second quarter of 2020 due to increases in the prices of silver and gold and the resumption of operations at San Jose after a 54-day temporary suspension of the mine in the second quarter. Mine operating income more than tripled to $42.1 million despite a 21-day temporary suspension of Caylloma in July. The costs incurred during the suspension of operations totaled $0.9 million and are reported as care and maintenance costs. Income tax expense also increased $8.8 million over the second quarter to $15.0 million due primarily to higher pre-tax profit from San Jose, which impacted net income for the period.
Fortuna | 15
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
Sales decreased 6% in the second quarter of 2020 to $44.5 million compared to $47.5 million in the first quarter of 2020. The primary reason for the decrease was the 54-day government mandated temporary suspension of San Jose as part of the Mexican Government’s response to curb the spread of COVID-19 which severely curtailed silver and gold production by 34% and 31% despite higher silver and gold prices. The net loss included $2.0 million of care and maintenance costs incurred during the 54-day suspension of San Jose and higher share-based payment expense, which were partially offset by $2.2 million of investment gains from cross-border bond trades.
Sales decreased 31% in the first quarter of 2020 to $47.5 million compared to $69.0 million in the fourth quarter of 2019. The decrease in sales was due primarily to the beginning of the COVID-19 pandemic in mid-March which severely impacted metal prices and combined with a planned change in mine sequencing at San Jose, caused lower grade material to be mined. This reduction in production resulted in a decrease in the volume of silver and gold ounces sold of 14% and 17%, respectively, and mine operating income decreased $15.9 million quarter-over-quarter. Partially offsetting the lower mine operating income were lower mine site and corporate administration costs and lower share-based payment expense as the Company’s share price declined in the quarter impacting the valuation of cash-settled share units.
PreciousMetal Prices Trend

For the nine months ended September 30, 2021, the sale of silver and gold ounces represent approximately 87% of the Company’s sales revenue while lead and zinc make up the remaining 13%. Therefore, the prices of silver and gold are the most dominant factors in determining the Company’s profitability and cash flow from operations. The prices of silver and gold are subject to volatile fluctuations over short periods of time and can be affected by numerous macroeconomic conditions, including supply and demand factors, the value of the U.S. dollar, interest rates and global economic and political issues. The Company’s financial performance is expected to continue to be closely linked to the prices of silver and gold.
Fortuna | 16
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
The metal price environment for silver and gold has evolved during the COVID-19 pandemic. Since the start of 2021, the gold price has decreased from a high of $1,943 per ounce in January, to a low of $1,684 in March. Following the start of vaccinations against COVID-19 by many of the major industrialized countries in December of 2020 and continuing into 2021, the price of gold has retreated from the highs of $2,067 per ounce reached in August 2020.
Since the start of 2021, the silver price has remained relatively stable, opening the year at $26.50 per ounce, and trading within a range of $29.60 - $21.50 per ounce during the year.
LIQUIDITY AND CAPITAL RESOURCES
Cash and Cash Equivalents
The Company had cash and cash equivalents of $135.8 million at September 30, 2021, an increase of $3.9 million since the beginning of the year. The increase was due primarily to $90.1 million of net cash provided by operating activities, offset by $67.2 million of net cash used in investing activities, primarily expenditures on mineral properties, plant and equipment offset by collections of long term VAT, and $16.9 million in financing activities related to payments of lease obligations, repayment of debt, and the dividend payment to the Burkina Faso government from Yaramoko.
The Company’s investment objectives for its cash balances, in order of priority, are to preserve capital, to ensure liquidity and to maximize returns. The Company’s strategy to achieve these objectives is to invest its excess cash balance in a portfolio of primarily fixed income instruments with specified credit rating targets established by the Board of Directors of the Company. The Company does not own any asset-backed commercial paper or other similar at-risk investments in its investment portfolios.
Working Capital
Working capital at September 30, 2021 decreased $162.7 million during the nine months to $11.1 million, due primarily to the reclassification of the $40.0 million non-revolving credit facility and the $80.0 million revolving credit facility, which both mature on January 26, 2022, to current, and a $3.9 million increase in cash and cash equivalents, a $36.1 million increase in inventories, offset partly by a $3.4 million reduction in current income taxes payable, a $58.5 million increase in trade and other payables, a $9.0 million increase in other current assets, and an $8.2 million increase on accounts and other receivables.
Capital Resources
As at September 30, 2021, the Company had fully drawn $40.0 million from its non-revolving credit facility and $80 million from its revolving credit facility (collectively, the “Credit Facility”). The revolving portion of the Credit Facility, which had temporarily increased from $80.0 million to $110.0 million, effective December 18, 2018, reverted back to a limit of $80 million as of December 31, 2020, which has been fully drawn. The interest rate on the revolving credit facility is on a sliding scale at one-month LIBOR plus an applicable margin ranging from 2.5% to 3.5%, based on the Company’s Net Senior Secured Debt to EBITDA Ratio, as defined in the Credit Facility. The Credit Facility is secured by a first ranking lien on the assets of the San Jose Mine and Caylloma Mine as well as their holding companies.
Following the acquisition of Roxgold, the Company also assumed its credit facility, with an interest rate of LIBOR plus 4% maturing on December 30, 2022, which had a balance payable of $27.8 million as of September 30, 2021. Under the terms of the Roxgold credit facility, certain of the assets of Roxgold Sanu SA are secured, and the facility is supported by guarantees from Roxgold and Roxgold CI Limited.
| As at | Sept 30, 2021 | Dec 31, 2020 | Change | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalents | 135.8 | 131.9 | 3.9 | ||||||
| Credit facility | 177.1 | 120.0 | 57.1 | ||||||
| Total liquidity available | 312.9 | 251.9 | 61.0 | ||||||
| Amount drawn on credit facility | (161.6 | ) | (120.0 | ) | (41.6 | ) | |||
| Net liquidity position | 151.3 | 131.9 | 19.4 |
On November 4, 2021, the Company entered into the Amended Credit Facility effective November 5, 2021, with a syndicate of Banks led by BNP Paribas, and including The Bank of Nova Scotia, Bank of Montreal and Société Générale, which converted the Company’s prior non-revolving and revolving facilities with the Bank of Nova Scotia and BNP Paribas (the “Scotiabank Facility”) into a revolving term credit facility and increased the amount of the facility from $120.0 million to $200.0 million. The Amended Facility has a term of four years and steps down to $150.0 million after three years, subject to the conditions set out below. Interest accrues on LIBOR loans under the facility at LIBOR plus an applicable margin of between two and three percent, which varies according to the consolidated leverage levels of the Company.
On closing of the Amended Credit Facility, $120.0 million was available for drawdown and was drawn down in full. If a new San Jose EIA has not been approved or the existing San Jose EIA has not been extended by January 23, 2022, the availability of the Amended Credit Facility will be reduced to $100.0 million. The total Amended Credit Facility of up to $200.0 million will only become available upon receipt of the new San Jose EIA approval or San Jose EIA extension.
Fortuna | 17
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
On November 10, 2021, Minera Cuzcatlan received written notification from SEMARNAT that its application, made in May 2021, for a 10 year extension to its Environmental Impact Authorization for the San Jose Mine which expired on October 23, 2021 had been denied. SEMARNAT denied the application for the extension citing a pending evaluation by SEMARNAT related to the regularization of ancillary infrastructure at the mine site. In addition, it cited non receipt of requested information, which the Company has already provided to the authority. The Company is reviewing the reasons for the denial with its advisors, but believes that it is fundamentally in compliance with all material aspects of the San Jose EIA and is entitled to an extension.
The San Jose mine is currently operating under the protection of the Mexican courts which allows the continued operation of the San Jose mine beyond the expiry date of the EIA. Minera Cuzcatlan has the right and intends to appeal the decision of SEMARNAT and will continue to pursue all legal protection available to it in order to continue to operate pending the appeal of the decision of SEMARNAT.
Under the terms of the Amended Credit Facility, the Company must obtain by November 20, 2021 a permanent injunction or equivalent protection, in form and substance acceptable to the lenders acting reasonably, which allows the Company to continue to operate the mine. Further, if a new San Jose EIA has not been approved or the existing San Jose EIA has not been extended by April 23, 2022, the availability under the Amended Credit Facility will be reduced to nil and an event of default will occur thereunder.
The Company’s principal operating subsidiaries in Mexico, Peru, Côte d’Ivoire and Burkina Faso, and their respective direct and indirect holding companies, have guaranteed the obligations of the Company contemplated by the Amended Credit Facility. The Company has pledged all of its assets to secure the payment of its obligations contemplated by the Amended Credit Facility and the Company’s principal operating subsidiaries in Mexico and Peru, as well as the direct and indirect holding companies of the Company’s principal operating subsidiaries in Mexico, Peru, Côte d’Ivoire and Burkina Faso, have pledged all of their respective assets to secure their respective guarantees of such payment, including the shares of the Company’s principal operating subsidiaries in Mexico, Peru, Côte d’Ivoire and Burkina Faso. The Company’s principal operating subsidiary in Burkina Faso has pledged its bank accounts to secure the obligations under its guarantee.
The Amended Credit Facility includes covenants customary for transactions of this nature which are substantially similar to those that governed the Scotiabank Facility. The Company must comply with the terms of the Amended Credit Facility relating to, among other matters, reporting requirements, and positive, negative, and financial covenants set out in therein. As at September 30, 2021, the Company was in compliance with all of the covenants under the Credit Facilities.
Immediately prior to the completion of the Amended Credit Facility, the Company repaid the existing Roxgold credit facility in the amount of $28.4 million.
The full extent and impact of COVID-19 on the Company’s operations and financial condition continues to be difficult to ascertain until the duration of the outbreak, the severity of the virus, and the ability to treat it can reasonably be predicted, and when the government of the countries which host our operations lift restrictions on business activities. In the event of an unexpectedly prolonged duration of COVID-19, or in the event that more rigorous capital controls are implemented in Argentina, the Company may be required to raise additional debt or equity. There is no assurance that the lenders will agree to such a request or that financing will be available to the Company on terms acceptable to it.
The Company does not have unlimited financial resources and there is no assurance that sufficient additional funding or financing will be available when needed by the Company or its direct and indirect subsidiaries on acceptable terms, or at all, to further explore or develop its properties or to fulfill its obligations under any applicable agreements. Fortuna is a multinational company and relies on financial institutions worldwide to fund corporate and project needs. Instability of large financial institutions may impact the ability of the Company to obtain equity or debt financings in the future and, if obtained, on terms that may not be favorable to the Company. Disruptions in the capital and credit markets as a result of uncertainty, geo-political events, changing or increased regulations of financial institutions, reduced alternatives or failures of significant financial institutions could adversely affect the Company’s access to the liquidity needed for the business in the longer term.
The Company may incur substantial debt from time to time to finance working capital, capital expenditures, investments or acquisitions or for other purposes. If the Company does so, the risks related to the Company’s indebtedness could intensify, including: (i) increased difficulty in satisfying existing debt obligations (ii) limitations on the ability to obtain additional financings, or imposed requirements to make non-strategic divestures (iii) impose hedging requirements (iv) imposed restrictions on the Company’s cash flows, for debt repayments or capital expenditures (v) increased vulnerability to general adverse economic and industry conditions (vi) interest rate risk exposure as borrowings may be at variable rates of interest (vii) decreased flexibility in planning for and reacting to changes in the mining industry (viii) reduced competitiveness versus less leveraged competitors, and (ix) increased cost of borrowings.
Fortuna | 18
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
Subject to the various risks and uncertainties, as explained in the Risks and Uncertainties section, management believes the Company’s mining operations will generate sufficient cash flows and the Company has sufficient available credit lines and cash on hand to fund planned capital and exploration programs.
The Company has contingencies and capital commitments as described in Note 30 “Contingencies and Capital Commitments” in the Company’s condensed interim consolidated financial statements. From time to time, the Company may also be involved in legal proceedings that arise in the ordinary course of its business.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements or commitments that are expected to have a current or future effect on the financial condition, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.
FINANCIAL INSTRUMENTS
The Company does not utilize complex financial instruments in hedging foreign exchange or interest exposure. Any hedging activity requires approval of the Company’s Board of Directors. The Company will not hold or issue derivative instruments for speculative or trading purposes.
Provisional priced trade receivables of $21.4 million and an interest rate swap (notional amount of $40.0 million), forward metal sales, and forward fuel contracts asset totaling $0.3 million are the Company’s only level 2 fair valued financial instruments and no level 3 instruments are held.
Provisionally priced trade receivables are valued using forward London Metal Exchange prices until final prices are settled at a future date. The interest rate swap is measured at estimated fair value.
SHARE POSITION & OUTSTANDING OPTIONS & EQUITY BASEDSHARE UNITS
The Company has 291,637,330 common shares outstanding as at November 10, 2021. In addition, there were 4,981,520 outstanding equity-settled share-based awards as follows:
| Incentive-stock<br> options | 1,249,383 |
|---|---|
| Restricted share units | 1,886,250 |
| Performance-share<br> units | 1,845,887 |
| Total | 4,981,520 |
An aggregate of 422,609 share settled performance units issued by the Company in 2019 and 1,196,012 share-settled performance units issued by the Company in 2021 are subject to a multiplier ranging from 50% to 200% depending on the achievement level of certain performance targets.
As at September 30, 2021 the Company has $46.0 million of Debentures that are convertible at the holder’s option into common shares in the capital of the Company at a conversion price of $5.00 per share, representing a conversion rate of 200 Common Shares per $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 cannot be redeemed by the Company prior to October 31, 2022. Between November 1, 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 Debentures mature on October 31, 2024 and bear interest at a rate of 4.65% per annum, payable semi-annually in arrears on the last business day of April and October, commencing on April 30, 2020. During October 2021, 12,000 shares were issued for a debenture conversion.
Fortuna | 19
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
Subject to applicable securities laws and regulatory approval and provided that no event of default has occurred and is continuing, the Company may, at its option, elect to satisfy its obligation to pay the principal amount of the Debentures and accrued and unpaid interest on the redemption date and the maturity date, in whole or in part, through the issuance of Common Shares, by issuing and delivering that number of Common Shares, obtained by dividing the principal amount of the Debentures and all accrued and unpaid interest thereon by 95% of the current market price (as defined in the Debenture Indenture) on such redemption date or maturity date, as applicable.
RELATED PARTY TRANSACTIONS
The Company has entered into the following related party transactions during the three and nine months ended September 30, 2021 and 2020:
| (a) | Purchase of Goods and Services |
|---|
The Company was charged for general and administrative services pursuant to a shared services agreement with Gold Group Management Inc., a company of which Simon Ridgway, the Company’s former Chairman, is a director.
| Three months ended Sept 30, | Nine months ended Sept 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||
| Personnel costs | $ | - | $ | 5 | $ | 1 | $ | 15 |
| General and administrative expenses | - | 11 | 4 | 127 | ||||
| $ | - | $ | 16 | $ | 5 | $ | 142 |
As at September 30, 2021, the Company had an outstanding balance payable to Gold Group Management Inc. of $nil (December 31, 2020 - $9 thousand). Amounts due to related parties are due on demand and are unsecured.
Effective February 2, 2021, Mr. Ridgway stepped down as a director and Chairman of the Board of Directors of the Company, and costs associated with the shared services agreement with Gold Group Management Inc. are no longer reported as a related party transaction.
| (b) | Key Management Personnel |
|---|
During the three and nine months ended September 30, 2021 and 2020, the Company was charged for consulting services by Mario Szotlender, a director of the Company, and by Mill Street Services Ltd., a company of which Simon Ridgway, the Company’s former Chairman, is a director. Effective February 2, 2021, Simon Ridgway resigned as director and Chairman of the Board, and costs associated incurred with Mill Street Services Ltd. are no longer reported as related party transactions. Such amounts, along with other amounts paid to key management personnel are as follows:
| Three months ended Sept 30, | Nine months ended Sept 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||||||
| Salaries and benefits | 2,234 | 815 | 6,030 | 2,397 | |||||
| Directors fees | 125 | 158 | 436 | 531 | |||||
| Consulting fees | 12 | 34 | 54 | 100 | |||||
| Share-based payments | (68 | ) | 3,259 | 513 | 7,171 | ||||
| 2,303 | 4,266 | 7,033 | 10,199 |
NON-IFRS FINANCIAL MEASURES
This MD&A refers to various Non-IFRS Financial Measures, including cash cost per ounce of gold; all-in sustaining cash cost per ounce of gold sold; all-in cash cost per ounce of gold sold; total production cash cost per tonne; cash cost per payable ounce of silver equivalent; all-in sustaining cash cost per payable ounce of silver equivalent sold; all-in cash cost per payable ounce of silver equivalent sold; free cash flow and free cashflow from ongoing operations; adjusted net income; and adjusted EBITDA.
Fortuna | 20
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
These measures are used by the Company to manage and evaluate operating performance and ability to generate cash flow and are widely reported in the mining industry as benchmarks for performance. The Company believes that certain investors use these Non-IFRS Financial Measures to evaluate the Company’s performance. However, the measures do not have a standardized meaning and may differ from measures used by other companies with similar descriptions. Accordingly, Non-IFRS Financial Measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The Company has calculated these measures consistently for all periods presented; in alignment with the World Gold Council (“WGC”) standard for all-in sustaining cash cost and all-in cash cost, the company has presented the cash cost figures on a sold ounce basis for all periods presented and excluded royalties that are under the scope of IAS 12 – Income Taxes, with the change from the previously presented figures being applied retrospectively to prior periods.
To facilitate a better understanding of these measures as calculated by the Company, descriptions and reconciliations are provided here.
Cash Cost per Ounce of Gold Sold
Cash cost per payable ounce of gold sold is a key performance measures that management uses to monitor performance. Management believes that certain investors also use these Non-IFRS Financial Measures to evaluate the Company’s performance. Cash cost is an industry-standard method of comparing certain costs on a per unit basis; however, they do not have a standardized meaning or method of calculation, even though the descriptions of such measures may be similar. These performance measures have no meaning under IFRS, and, therefore, amounts presented may not be comparable with similar data presented by other mining companies.
The following tables presents a reconciliation of cash cost per ounce of gold sold to the cost of sales in the condensed interim consolidated financial statements for the three and nine months ended September 30, 2021 and 2020:
| Lindero Mine | Three months ended Sept 30, | Nine months ended Sept 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||||||||
| Cost of sales | 29,508 | - | 75,974 | - | |||||||
| Changes in dore inventory | 1,456 | - | 2,458 | - | |||||||
| Inventory adjustment | (1,743 | ) | - | (1,743 | ) | - | |||||
| Export duties | (3,137 | ) | - | (8,519 | ) | - | |||||
| Depletion and depreciation | (9,092 | ) | - | (24,512 | ) | - | |||||
| By product credits | (55 | ) | - | (183 | ) | - | |||||
| Production cash cost | 16,937 | - | 43,475 | - | |||||||
| Changes in dore inventory | (1,456 | ) | - | (2,458 | ) | - | |||||
| Realized gain in diesel hedge | (272 | ) | - | (525 | ) | - | |||||
| Cash cost applicable per gold ounce sold | A | 15,209 | - | 40,492 | - | ||||||
| Ounces of gold sold | B | 23,549 | - | 63,762 | - | ||||||
| Cash cost per ounce of gold sold ($/oz) | =A/B | 646 | - | 635 | - | ||||||
| Yaramoko Mine | Three months ended Sept 30, | Nine months ended Sept 30, | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2021 | 2020 | 2021 | 2020 | ||||||||
| Cost of sales | 38,431 | - | 38,431 | - | |||||||
| Changes in dore inventory | 823 | - | 823 | - | |||||||
| Export duties | (2,975 | ) | - | (2,975 | ) | - | |||||
| Depletion and depreciation | (15,739 | ) | - | (15,739 | ) | - | |||||
| By product credits | (61 | ) | - | (61 | ) | - | |||||
| Production cash cost | 20,479 | - | 20,479 | - | |||||||
| Changes in dore inventory | (823 | ) | - | (823 | ) | - | |||||
| Refining charges | 138 | - | 138 | - | |||||||
| Cash cost applicable per gold ounce sold | A | 19,794 | - | 19,794 | - | ||||||
| Ounces of gold sold | B | 27,475 | - | 27,475 | - | ||||||
| Cash cost per ounce of gold sold ($/oz) | =A/B | 720 | - | 720 | - |
Fortuna | 21
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
All-in Sustaining CashCost and All-in Cash Cost per Ounce of Gold Sold
The Company believes that “all-in-sustaining cash cost gold” and “all in cash cost gold” meet the needs of management, analysts, investors, and other stakeholders of the Company in understanding the costs associated with producing silver, the economics of silver mining, the Company’s operating performance and the Company’s ability to generate cash flow from current operations, and on an overall company basis.
The Company, in conjunction with an initiative undertaken within the gold mining industry, has adopted an all-in-sustaining cost performance measure; however, this performance measure has no standardized meaning. The Company conforms its all-in-sustaining cost definition to that set out in the guidance issued by the World Gold Council (“WGC”).
All-in-sustaining cash cost per ounce of gold sold is intended to provide additional information only and do not have standardized definitions under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Although the WGC has published a standardized definition, companies may calculate these measures differently.
All-in sustaining cash cost includes total production cash costs incurred at the Company’s mining operations. Sustaining capital expenditures, corporate selling, general and administrative expenses, and brownfield exploration expenditures are added to the cash cost to calculate the all-in-sustaining cost. The Company believes that this measure represents the total costs of selling gold from operations and provides the Company and its stakeholders with additional information on the Company’s operational performance and the ability to generate cash flows. Certain cash expenditures such as new project spending, tax payments, dividends, and financing costs are not included.
The following tables shows a breakdown of the all-in sustaining cash cost per ounce of gold sold and all-in cash cost per ounce of gold sold for the three and nine months ended September 30, 2021:
| Lindero Mine | Three months ended Sept 30, | Nine months ended Sept 30, | ||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||
| Cash cost applicable | 15,209 | - | 40,492 | - | ||||
| Export duties and mining taxes | 3,137 | - | 8,519 | - | ||||
| General and administrative expenses (operations) | 1,387 | - | 4,003 | - | ||||
| Adjusted operating cash cost | 19,733 | - | 53,014 | - | ||||
| Sustaining leases | 740 | - | 1,796 | - | ||||
| Sustaining capital expenditures^1^ | 9,385 | - | 20,040 | - | ||||
| Brownfields exploration expenditures^1^ | 47 | - | 489 | - | ||||
| All-in sustaining cash cost | 29,905 | - | 75,339 | - | ||||
| All-in cash cost | 29,905 | - | 75,339 | - | ||||
| Ounces of gold sold | 23,549 | - | 63,762 | - | ||||
| All-in sustaining cash cost per ounce of gold sold | 1,270 | - | 1,182 | - | ||||
| All-in cash cost per ounce of gold sold | 1,270 | - | 1,182 | - | ||||
| ^1^ Presented on a cash basis | ||||||||
| Yaramoko Mine | Three months ended Sept 30, | Nine months ended Sept 30, | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2021 | 2020 | 2021 | 2020 | |||||
| Cash cost applicable | 19,794 | - | 19,794 | - | ||||
| Export duties and mining taxes | 2,975 | - | 2,975 | - | ||||
| General and administrative expenses (operations) | 439 | - | 439 | - | ||||
| Adjusted operating cash cost | 23,208 | - | 23,208 | - | ||||
| Sustaining leases | 1,467 | - | 1,467 | |||||
| Sustaining capital expenditures^1^ | 7,398 | - | 7,398 | - | ||||
| Brownfields exploration expenditures^1^ | 560 | - | 560 | - | ||||
| All-in sustaining cash cost | 32,633 | - | 32,633 | - | ||||
| All-in cash cost | 32,633 | - | 32,633 | - | ||||
| Ounces of gold sold | 27,475 | - | 27,475 | - | ||||
| All-in sustaining cash cost per ounce of gold sold | 1,188 | - | 1,188 | - | ||||
| All-in cash cost per ounce of gold sold | 1,188 | - | 1,188 | - | ||||
| ^1^ Presented on a cash basis |
Fortuna | 22
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
Production Cash Cost per Tonne and Cash Cost per Payable Ounce ofSilver Equivalent Sold for the Three and Nine Months Ended September 30, 2021 and 2020
Production cash cost per tonne and cash cost per payable ounce of silver equivalent sold are key performance measures that management uses to monitor performance. Management believes that certain investors also use these Non-IFRS Financial Measures to evaluate the Company’s performance. Cash cost is an industry-standard method of comparing certain costs on a per unit basis; however, they do not have a standardized meaning or method of calculation, even though the descriptions of such measures may be similar. These performance measures have no meaning under IFRS, and, therefore, amounts presented may not be comparable with similar data presented by other mining companies.
The following tables present a reconciliation of production cash cost per tonne and cash cost per payable ounce of silver equivalent sold to the cost of sales in the condensed interim consolidated financial statements for the three and nine months ended September 30, 2021 and 2020:
| San Jose Mine | Three months ended Sept 30, | Nine months ended Sept 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Cost of sales | 29,980 | 29,574 | 90,051 | 73,288 | ||||||||
| Changes in concentrate inventory | (31 | ) | 340 | 63 | 277 | |||||||
| Depletion and depreciation in concentrate inventory | 54 | (592 | ) | 21 | (587 | ) | ||||||
| Inventory adjustment | (35 | ) | - | 46 | 2 | |||||||
| Royalties and mining taxes | (1,641 | ) | (1,239 | ) | (4,368 | ) | (2,878 | ) | ||||
| Workers participation | (1,218 | ) | (2,970 | ) | (4,573 | ) | (5,059 | ) | ||||
| Depletion and depreciation | (7,808 | ) | (7,859 | ) | (23,468 | ) | (19,677 | ) | ||||
| Cash cost | 19,301 | 17,254 | 57,772 | 45,366 | ||||||||
| Total processed ore (tonnes) | 248,984 | 255,226 | 778,352 | 662,203 | ||||||||
| Production cash cost per tonne (/t) | 77.52 | 67.60 | 74.22 | 68.51 | ||||||||
| Cash cost | 19,301 | 17,254 | 57,772 | 45,366 | ||||||||
| Changes in concentrate inventory | 31 | (340 | ) | (63 | ) | (277 | ) | |||||
| Depletion and depreciation in concentrate inventory | (54 | ) | 592 | (21 | ) | 587 | ||||||
| Inventory adjustment | 35 | - | (46 | ) | (2 | ) | ||||||
| Treatment charges | (2,622 | ) | 322 | (441 | ) | 103 | ||||||
| Refining charges | 3,539 | 1,064 | 3,161 | 2,554 | ||||||||
| Cash cost applicable per payable ounce sold | 20,230 | 18,892 | 60,362 | 48,331 | ||||||||
| Payable ounces of silver equivalent sold1 | 2,024,487 | 2,640,492 | 6,501,691 | 6,702,294 | ||||||||
| Cash cost per ounce of payable silver equivalent sold2 (/oz) | 9.99 | 7.15 | 9.28 | 7.21 | ||||||||
| Mining cost per tonne | 38.00 | 34.30 | 38.74 | 35.74 | ||||||||
| Milling cost per tonne | 17.22 | 15.45 | 16.71 | 16.46 | ||||||||
| Indirect cost per tonne | 14.79 | 9.38 | 12.66 | 8.91 | ||||||||
| Community relations cost per tonne | 3.08 | 6.51 | 1.44 | 4.17 | ||||||||
| Distribution cost per tonne | 4.43 | 1.96 | 4.67 | 3.23 | ||||||||
| Production cash cost per tonne (/t) | 77.52 | 67.60 | 74.22 | 68.51 | ||||||||
| 1 Silver equivalent sold for<br> Q3 2021 is calculated using a silver to gold ratio of 73.9:1 (Q3 2020: 77.2:1) and for Q3 2021 YTD: silver to gold ratio of 69.7:1<br> (Q3 2020 YTD: 87.4:1) | ||||||||||||
| 2 Silver equivalent is calculated<br> using the realized prices for gold and silver. Refer to Financial Results - Sales and Realized Prices |
All values are in US Dollars.
Fortuna | 23
| FortunaSilver Mines Inc. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Management’s Discussion and Analysis | ||||||||||||
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) | |||||||||||
| Caylloma<br> Mine | Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Cost<br> of sales | 17,302 | 11,812 | 49,332 | 38,882 | ||||||||
| Changes<br> in concentrate inventory | (670 | ) | (262 | ) | (899 | ) | 27 | |||||
| Depletion<br> and depreciation in concentrate inventory | 133 | 98 | 155 | 227 | ||||||||
| Royalties<br> and mining taxes | (68 | ) | (71 | ) | (157 | ) | (390 | ) | ||||
| Provision<br> for community support | - | 2 | - | 101 | ||||||||
| Workers<br> participation | (412 | ) | (583 | ) | (1,624 | ) | (411 | ) | ||||
| Depletion<br> and depreciation | (4,549 | ) | (2,778 | ) | (12,575 | ) | (10,496 | ) | ||||
| Cash<br> cost | 11,736 | 8,218 | 34,232 | 27,940 | ||||||||
| Total<br> processed ore (tonnes) | 136,410 | 107,002 | 401,942 | 373,916 | ||||||||
| Production<br> cash cost per tonne (/t) | 86.04 | 76.80 | 85.17 | 74.72 | ||||||||
| Cash<br> cost | 11,736 | 8,218 | 34,232 | 27,940 | ||||||||
| Changes<br> in concentrate inventory | 670 | 262 | 899 | (27 | ) | |||||||
| Depletion<br> and depreciation in concentrate inventory | (133 | ) | (98 | ) | (155 | ) | (227 | ) | ||||
| Treatment<br> charges | 4,378 | 4,414 | 11,125 | 13,977 | ||||||||
| Refining<br> charges | 459 | 339 | 1,292 | 1,082 | ||||||||
| Cash<br> cost applicable per payable ounce sold | 17,110 | 13,135 | 47,393 | 42,745 | ||||||||
| Payable<br> ounces of silver equivalent sold1 | 1,341,997 | 912,207 | 3,577,778 | 3,127,621 | ||||||||
| Cash<br> cost per ounce of payable silver equivalent sold2 (/oz) | 12.75 | 14.40 | 13.25 | 13.67 | ||||||||
| Mining<br> cost per tonne | 33.82 | 30.80 | 32.24 | 32.64 | ||||||||
| Milling<br> cost per tonne | 15.95 | 14.58 | 15.00 | 13.94 | ||||||||
| Indirect<br> cost per tonne | 28.05 | 23.95 | 29.50 | 21.03 | ||||||||
| Community<br> relations cost per tonne | 0.51 | 6.92 | 0.72 | 4.58 | ||||||||
| Distribution<br> cost per tonne | 7.71 | 0.55 | 7.71 | 2.53 | ||||||||
| Production<br> cash cost per tonne (/t) | 86.04 | 76.80 | 85.17 | 74.72 |
All values are in US Dollars.
^1^ Silver equivalent sold for Q3 2021 is calculated using a silver to gold ratio of 72.5:1 (Q3 2020: 78.3:1) , silver to lead ratio of 1:23.3 pounds (Q3 2020: 1:29.2), and silver to zinc ratio of 1:18.2 pounds (Q3 2020: 1:23.2). YTD 2021: silver to gold ratio of 69.4:1 (Q3 2020 YTD: 96.4:1), silver to lead ratio of 1:26.3 pounds (Q3 2020 YTD: 1:23.6), and silver to zinc ratio of 1:19.7 pounds (Q3 2020 YTD: 1:19.7)
^2^ Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
All-inSustaining Cash Cost and All-in Cash Cost per Payable Ounce of SilverEquivalent Sold
The Company believes that “all-in-sustaining cash cost silver equivalent” and “all-in cash cost silver equivalent” meet the needs of management, analysts, investors, and other stakeholders of the Company in understanding the costs associated with producing silver, the economics of silver mining, the Company’s operating performance and the Company’s ability to generate cash flow from current operations, and on an overall company basis.
The Company, in conjunction with an initiative undertaken within the gold mining industry, has adopted an all-in-sustaining cost performance measure; however, this performance measure has no standardized meaning. The Company conforms its all-in-sustaining cost definition to that set out in the guidance issued by the WGC.
All-in-sustaining cash cost silver equivalent and all-in cash cost silver equivalent are intended to provide additional information only and do not have standardized definitions under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Although the WGC has published a standardized definition, companies may calculate these measures differently.
All-in sustaining cash cost includes total production cash costs incurred at the Company’s mining operations. Sustaining capital expenditures, corporate selling, general and administrative expenses, and brownfield exploration expenditures are added to the cash cost to calculate the all-in-sustaining cost. The Company believes that this measure represents the total costs of selling silver from operations and provides the Company and its stakeholders with additional information on the Company’s operational performance and the ability to generate cash flows. Certain cash expenditures such as new project spending, tax payments, dividends, and financing costs are not included. We report this measure on a payable silver equivalent ounce sold basis. Silver equivalent sold is calculated taking the total metal payable sales of gold, lead and zinc
Fortuna | 24
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
multiplied by the realized prices of gold, lead, and zinc and divided by the realized silver price to calculate the silver equivalent sold.
The following tables show a breakdown of the all-in sustaining cash cost per silver equivalent ounce payable for the three and nine months ended September 30, 2021 and 2020:
| San<br> Jose Mine | Three<br> months ended Sept 30, | Nine months ended Sept 30, | ||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||
| Cash<br> cost applicable | 20,230 | 18,897 | 60,362 | 48,346 | ||||
| Royalties<br> and mining taxes | 1,641 | 1,239 | 4,368 | 2,878 | ||||
| Workers'<br> participation | 1,522 | 3,713 | 5,716 | 6,324 | ||||
| General<br> and administrative expenses (operations) | 1,719 | 1,363 | 5,022 | 4,228 | ||||
| Adjusted<br> operating cash cost | 25,112 | 25,212 | 75,468 | 61,776 | ||||
| Care<br> and maintenance costs (impact of COVID-19) | - | - | - | 1,568 | ||||
| Sustaining<br> leases | 184 | 63 | 447 | 188 | ||||
| Sustaining<br> capital expenditures^3^ | 3,553 | 3,774 | 9,525 | 6,518 | ||||
| Brownfields<br> exploration expenditures^3^ | 2,547 | 1,017 | 6,437 | 2,517 | ||||
| All-in<br> sustaining cash cost | 31,397 | 30,066 | 91,878 | 72,567 | ||||
| Non-sustaining<br> capital expenditures^3^ | 745 | 125 | 1,776 | 374 | ||||
| All-in<br> cash cost | 32,142 | 30,191 | 93,654 | 72,941 | ||||
| Payable<br> ounces of silver equivalent sold^1^ | 2,024,487 | 2,640,492 | 6,501,691 | 6,702,294 | ||||
| All-in<br> sustaining cash cost per ounce of payable silver equivalent sold^2^ | 15.51 | 11.39 | 14.13 | 10.83 | ||||
| All-in<br> cash cost per ounce of payable silver equivalent sold^2^ | 15.88 | 11.43 | 14.40 | 10.88 |
^1^ Silver equivalent sold for Q3 2021 is calculated using a silver to gold ratio of 73.9:1 (Q3 2020: 77.2:1) and for Q3 2021 YTD: silver to gold ratio of 69.7:1 (Q3 2020 YTD: 87.4:1)
^2^ Silver equivalent is calculated using the realized prices for gold and silver. Refer to Financial Results - Sales and Realized Prices
^3^Presented on a cash basis
| Caylloma Mine | Three<br> months ended Sept 30, | Nine months ended Sept 30, | ||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||
| Cash<br> cost applicable | 17,110 | 13,562 | 47,392 | 44,825 | ||||
| Royalties<br> and mining taxes | 68 | 71 | 157 | 390 | ||||
| Workers'<br> participation | 465 | 644 | 1,886 | 477 | ||||
| General<br> and administrative expenses (operations) | 630 | 701 | 2,700 | 2,514 | ||||
| Adjusted<br> operating cash cost | 18,273 | 14,978 | 52,135 | 48,206 | ||||
| Sustaining<br> leases | 780 | 695 | 2,170 | 1,930 | ||||
| Sustaining<br> capital expenditures^3^ | 3,480 | 1,213 | 7,930 | 4,042 | ||||
| Brownfields<br> exploration expenditures^3^ | 1,168 | 65 | 2,777 | 415 | ||||
| All-in<br> sustaining cash cost | 23,701 | 16,951 | 65,012 | 54,593 | ||||
| All-in<br> cash cost | 23,701 | 17,814 | 65,012 | 55,456 | ||||
| Payable<br> ounces of silver equivalent sold^1^ | 1,341,997 | 912,207 | 3,577,778 | 3,127,621 | ||||
| All-in<br> sustaining cash cost per ounce of payable silver equivalent sold^2^ | 17.66 | 19.53 | 18.17 | 17.73 | ||||
| All-in<br> cash cost per ounce of payable silver equivalent sold^2^ | 17.66 | 19.53 | 18.17 | 17.73 |
^1^ Silver equivalent sold for Q3 2021 is calculated using a silver to gold ratio of 72.5:1 (Q3 2020: 78.3:1) , silver to lead ratio of 1:23.3 pounds (Q3 2020: 1:29.2), and silver to zinc ratio of 1:18.2 pounds (Q3 2020: 1:23.2). YTD 2021: silver to gold ratio of 69.4:1 (Q3 2020 YTD: 96.4:1), silver to lead ratio of 1:26.3 pounds (Q3 2020 YTD: 1:23.6), and silver to zinc ratio of 1:19.7 pounds (Q3 2020 YTD: 1:19.7)
^2^Silver equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales and Realized Prices
^3^ Presented on a cash basis
Fortuna | 25
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
Free CashFlow from Ongoing Operations
The Company uses the financial measure of “free cash flow from ongoing operations” to supplement information in its condensed interim consolidated financial statements. Free cash flow from ongoing operations is defined as cash provided from operating activities, including Lindero commissioning, less changes in long-term receivable sustaining capital expenditures, less current income tax expense, add back impact from adoption of new or amended accounting standards, and add back income taxes paid. This measure is used by the Company and investors to measure the cash flow available to fund the Company’s growth through investments and capital expenditures. These performance measures are intended to provide additional information only and do not have standardized definitions under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These measures are not necessarily indicative of operating profits or cash flow from operations as determined under IFRS.
The following table presents a reconciliation of free cash flow from ongoing operations for the three and nine months ended September 30, 2021 and 2020:
| Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| (Restated) | (Restated) | |||||||||||
| Net<br> cash provided by operating activities | 39.4 | 32.4 | 90.1 | 36.9 | ||||||||
| Adjustments | ||||||||||||
| Roxgold<br> transaction costs | 24.9 | - | 27.9 | - | ||||||||
| Change<br> in long term receivables and assets | 0.1 | (0.3 | ) | (0.0 | ) | (0.9 | ) | |||||
| Additions<br> to mineral properties, plant and equipment | (32.2 | ) | (5.6 | ) | (55.4 | ) | (13.8 | ) | ||||
| Impact<br> of adoption in IAS 16 and Production costs | - | 13.1 | - | 25.2 | ||||||||
| Current<br> income tax expense | (9.0 | ) | (15.5 | ) | (35.2 | ) | (25.5 | ) | ||||
| Income<br> taxes paid | 12.6 | 6.0 | 43.6 | 22.6 | ||||||||
| Other<br> adjustments | (1.9 | ) | - | (4.8 | ) | - | ||||||
| Free<br> cash flow from ongoing operations | 33.8 | 30.1 | 66.2 | 44.5 |
AdjustedNet Income
The Company uses the financial measure of “adjusted net income” to supplement information in its condensed interim consolidated financial statements. Adjusted net income is defined as net income (loss) for the period adding back foreign exchange losses and other expenses and subtracting investment income related to the Lindero Mine and other non-cash items. The Company believes that in addition to conventional measures prepared in accordance with IFRS, the Company and certain investors and analysts use this information and information obtained from conventional IFRS measures to evaluate the Company’s performance. The term “adjusted net income” does not have a standardized meaning prescribed by IFRS, and therefore the Company’s definitions are unlikely to be comparable to similar measures presented by other companies.
The following table presents a reconciliation of the adjusted net income for the three and nine months ended September 30, 2021 and 2020:
| Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||||||
| Net<br> income | 0.2 | 13.1 | 42.8 | 2.9 | |||||
| Adjustments,<br> net of tax: | |||||||||
| Community<br> support provision and accruals^1^ | - | - | 0.1 | - | |||||
| Foreign<br> exchange loss, Lindero Mine^2^ | 1.2 | 2.7 | 3.8 | 8.6 | |||||
| Share<br> of loss from associates | - | - | - | 0.1 | |||||
| Investment<br> income | - | - | - | (3.3 | ) | ||||
| Roxgold<br> transaction costs | 10.5 | - | 14.1 | - | |||||
| SGM<br> Royalty settlement | 6.7 | - | 6.7 | - | |||||
| Other<br> non-cash/non-recurring items | 3.9 | 0.3 | 4.0 | 0.6 | |||||
| Adjusted<br> net income | 22.5 | 16.1 | 71.5 | 8.9 |
^1^Amounts are recorded in Cost of sales
^2^Amounts are recorded in General and Administration
Fortuna | 26
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
AdjustedEBITDA
The Company uses other financial measures whose presentation is not meant to be a substitute for other subtotals or totals presented in accordance with IFRS measures, but that rather should be evaluated in conjunction with IFRS measures. The item described and presented below does not have a standardized meaning prescribed by IFRS, and therefore the Company’s definitions are unlikely to be comparable to similar measures presented by other companies. The Company believes that its presentation provides useful information for investors.
The following table presents a reconciliation of Adjusted EBITDA for the three and nine months ended September 30, 2021 and 2020:
| Consolidated | Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Net<br> income | 0.2 | 13.1 | 42.8 | 2.9 | ||||||||
| Adjustments: | ||||||||||||
| Community<br> support provision and accruals | - | 0.1 | (0.1 | ) | - | |||||||
| Inventory<br> adjustment | 1.8 | - | 1.7 | - | ||||||||
| Foreign<br> exchange loss, Lindero Mine | 1.2 | 2.7 | 3.8 | 8.7 | ||||||||
| Net<br> finance items | 4.0 | 0.4 | 8.5 | 1.1 | ||||||||
| Depreciation,<br> depletion, and amortization | 37.8 | 11.1 | 77.5 | 31.6 | ||||||||
| Income<br> taxes | 8.9 | 15.0 | 34.2 | 28.3 | ||||||||
| Share<br> of loss from associates | - | - | - | 0.1 | ||||||||
| Investment<br> income | - | - | - | (3.3 | ) | |||||||
| Roxgold<br> transaction costs | 10.5 | - | 14.1 | - | ||||||||
| SGM<br> Royalty settlement | 9.6 | - | 9.6 | - | ||||||||
| Other<br> non-cash/non-recurring items | 1.3 | (0.2 | ) | (1.0 | ) | (1.6 | ) | |||||
| Adjusted<br> EBITDA | 75.3 | 42.2 | 191.1 | 67.8 | ||||||||
| Lindero<br> Mine | Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Net<br> income (loss) | 8.7 | (2.8 | ) | 26.2 | (5.6 | ) | ||||||
| Adjustments: | ||||||||||||
| Inventory<br> write down adjustment to Net Realized Value | 1.7 | - | 1.7 | - | ||||||||
| Foreign<br> exchange loss | 1.2 | 2.7 | 3.8 | 8.6 | ||||||||
| Net<br> finance items | 0.7 | - | 0.9 | - | ||||||||
| Depreciation,<br> depletion, and amortization | 9.1 | - | 24.6 | - | ||||||||
| Income<br> taxes | 0.8 | - | 2.1 | - | ||||||||
| Investment<br> income | - | - | - | (3.3 | ) | |||||||
| Other<br> non-cash/non-recurring items | (0.4 | ) | - | (1.7 | ) | - | ||||||
| Adjusted<br> EBITDA | 21.8 | (0.1 | ) | 57.6 | (0.3 | ) | ||||||
| Yaramoko<br>Mine | Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Net<br> income | 6.6 | - | 6.6 | - | ||||||||
| Adjustments: | ||||||||||||
| Net<br> finance items | 0.9 | - | 0.9 | - | ||||||||
| Depreciation,<br> depletion, and amortization | 15.8 | - | 15.8 | - | ||||||||
| Income<br> taxes | 2.5 | - | 2.5 | - | ||||||||
| Adjusted<br> EBITDA | 25.8 | - | 25.8 | - |
Fortuna | 27
| FortunaSilver Mines Inc. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Management’s Discussion and Analysis | ||||||||||||
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) | |||||||||||
| San<br> Jose Mine | Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Net<br> (loss) income | (1.9 | ) | 18.5 | 30.5 | 27.1 | |||||||
| Adjustments: | ||||||||||||
| Net<br> finance items | 0.1 | 0.1 | 0.3 | 0.1 | ||||||||
| Depreciation,<br> depletion, and amortization | 8.0 | 8.1 | 23.8 | 21.1 | ||||||||
| Income<br> taxes | 0.7 | 13.1 | 16.7 | 23.3 | ||||||||
| SGM<br> Royalty Settlement | 9.6 | - | 9.6 | - | ||||||||
| Other<br> non-cash/non-recurring items | 3.7 | 1.0 | 4.6 | 0.8 | ||||||||
| Adjusted<br> EBITDA | 20.2 | 40.8 | 85.5 | 72.4 | ||||||||
| Caylloma<br> Mine | Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Net<br> income | 6.9 | 3.8 | 15.9 | 0.1 | ||||||||
| Adjustments: | ||||||||||||
| Community<br> support provision and accruals | - | 0.1 | (0.1 | ) | - | |||||||
| Net<br> finance items | 0.2 | 0.1 | 0.4 | 0.3 | ||||||||
| Depreciation,<br> depletion, and amortization | 4.6 | 2.9 | 12.7 | 10.4 | ||||||||
| Income<br> taxes | 3.6 | 1.3 | 9.6 | 1.9 | ||||||||
| Other<br> non-cash/non-recurring items | (1.8 | ) | (0.6 | ) | (1.9 | ) | (1.9 | ) | ||||
| Adjusted<br> EBITDA | 13.5 | 7.6 | 36.6 | 10.8 |
QualifiedPerson
Eric Chapman, P.Geo (APEGBC #36328) is the Senior Vice-President of Technical Services for the Company and is the Company’s 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 MD&A and has verified the underlying data except as noted below.
Paul Criddle, FAusIMM, Chief Operating Officer - West Africa for the Company is a Qualified Person as defined by National Instrument 43-101-Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical information pertaining to the Séguéla project contained in this MD&A and has verified the underlying data.
Paul Weedon, Senior Vice President of Exploration for the Company, is a Qualified Person as defined by National Instruments 43-101-Standardsof Disclosure for Mineral Projects, being a member of the Australian Institute for Geoscientists (Membership #6001). Mr. Weedon has reviewed and approved the scientific and technical information pertaining to exploration results contained in this MD&A. Mr. Weedon 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.
Other Information,Risks and Uncertainties
For further information regarding the Company’s operational risks, please refer to the section entitled “Description of the Business
- Risk Factors” in the Company’s most recent Annual Information Form that is available at www.sedar.com and www.sec.gov/edgar.shtml.
AMENDMENTSTO ACCOUNTING STANDARDS THAT HAVE BEEN ISSUED
In 2020, the IASB published Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and IFRS 16) (“Phase 2 amendments”) to address the financial reporting impacts of replacing one benchmark interest rate with an alternative rate and became effective January 1, 2021. The adoption of these amounts did not have a significant effect on the Company’s interim financial statements.
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| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
RISKS AND UNCERTAINTIES
The Company is exposed to many risks in conducting its business, including but not limited to metal price risk as the Company derives its revenue from the sale of silver, gold, lead and zinc; credit risk in the normal course of business; foreign exchange risk as the Company reports its financial statements in U.S. dollars whereas the Company operates in jurisdictions that conducts its business in other currencies; the inherent risks of uncertainties in estimating mineral reserves and mineral resources; the risk in relation to the timing of completion of ramp up in production at the Lindero Mine; the risks related to the construction of an open pit gold mine at the Séguéla project in Côte d’Ivoire; operational risks related to the spread of the COVID-19 pandemic; political risks, exchange rate and capital controls risk, environmental risks; risks related to the ability of the Company to obtain permits for its operations, including the extension of the EIA at the San Jose mine; and risks related to its relations with employees. These and other risks are described below and in the Company’s audited consolidated financial statements for 2020, its Annual Information Form which is available on SEDAR at www.sedar.com, and its Form 40-F filed with the SEC. Readers are encouraged to refer to these documents for a more detailed description of some of the risks and uncertainties inherent to the Company’s business. Subsequent to the filing of the Annual Information Form, the Company completed the business combination of Roxgold on July 2, 2021. While many of the risks and uncertainties in the Company’s Annual Information Form also apply to Roxgold’s business, additional material risks and uncertainties specific to Roxgold’s business are set out below under the sub-heading “Risks Associated with the Roxgold Transaction”.
Foreign Jurisdiction Risk
As at the date of the MD&A, the Company currently conducts its operations in Argentina, Burkina Faso, Côte d'Ivoire, Mexico, and Peru. All these jurisdictions are potentially subject to a number of political and economic risks, including those described in the following section. The Company is unable to determine the impact of these risks or its future financial position or results of operations and the Company’s exploration, development, and production activities may be substantially affected by factors outside of the Company’s control. These potential factors include but are not limited to royalty and tax increases or claims by governmental bodies, expropriation or nationalization, lack of an independent judiciary, foreign exchange controls, capital and currency controls, import and export regulations, cancellation or renegotiation of contracts, and environmental and permitting regulations. The Company has no political risk insurance coverage against these risks.
The majority of the Company’s production and revenue to September 30, 2021 was derived from its operations in Peru, Mexico, and Argentina, following the completion of the business combination with Roxgold on July 2, 2021, it is expected that revenues will also be derived from Burkina Faso. As the Company’s business is carried on in a number of developing countries, it is exposed to a number of risks and uncertainties, including the following: expropriation or nationalization without adequate compensation especially in Argentina which has a history of expropriation where the Company operates the Lindero Mine; changing political and fiscal regimes, and economic and regulatory instability; unanticipated changes to royalty and tax regulations; unreliable and undeveloped infrastructure, labor unrest and labor scarcity; difficulty procuring key equipment and components for equipment; import and export regulation and restrictions; the imposition of capital controls which may affect the repatriation of funds; high rates of inflation; extreme fluctuations in foreign exchange rates and the imposition of currency controls; inability to obtain fair dispute resolution or judicial determination because of bias, corruption or abuse of power; difficulties enforcing judgments; difficulties understanding and complying with regulatory and legal framework with respect to ownership and maintenance of mineral properties, mines and mining operations, local opposition to mine development projects, which include the potential for violence, property damage and frivolous or vexatious claims; terrorism and hostage taking; military repression and increased likelihood of international conflicts or aggression; increased public health concerns. Certain of these risks and uncertainties are prevalent in the jurisdictions where the Company operates.
There can be no assurance that these measures will not be extended or that more restrictive measures will be put in place in the countries in which the Company operates, which may result in the suspension of operations or construction at the Company’s mines on a short or long-term basis.
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| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
Peru has recently undergone a period of heightened political instability. A general presidential election was held on April 11, 2021 which resulted in a run-off election on June 6, 2021 between the top two candidates. Pedro Castillo was declared President elect on July 19, 2021 and took office on July 28, 2021. The risk exists that the new government could make changes to the constitution or government policies that alter laws regulating the mining industry. A change in government policy or the modification of existing laws and regulations that affect the Company’s operations could have a material adverse impact on the Caylloma mine.
Estimating Mineral Resources and Mineral Reserves
There is a degree of uncertainty attributable to the estimation of Mineral Resources, Mineral Reserves, and expected mineral grades. Until mineral deposits are actually mined and processed, Mineral Resources, Mineral Reserves must be considered as estimates only. Any such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results, and industry practices.
Mineral Resources and Mineral Reserves may require revision based on actual production experience. Market fluctuations in the price of metals, as well as increased production costs and reduced metallurgical recovery rates, may render certain Mineral Reserves uneconomic and may ultimately result in a restatement of Mineral Resources and/or Mineral Reserves. Short-term operating factors relating to the Mineral Resources and Mineral Reserves, such as the need for sequential development of ore bodies, may adversely affect the Company’s profitability in any accounting period. Estimates of operating costs are based on assumptions including those relating to inflation and currency exchange, which may prove incorrect. Estimates of mineralization can be imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. In addition, the grade and/or quantity of precious metals ultimately recovered may differ from that indicated by drilling results. There can be no assurance that precious metals recovered in small scale tests will be duplicated in large scale tests under onsite conditions or in production scale. Amendments to mine plans and production profiles may be required as the amount of Mineral Resources changes or upon receipt of further information during the implementation phase of the project. Extended declines in market prices for gold, silver, and other metals may render portions of the Company’s mineralization uneconomic and result in reduced reported mineralization. Any material reduction in estimates of mineralization, or in the Company’s ability to develop its properties and extract and sell such minerals, could have a material adverse effect on the Company's results of operations or financial condition.
Mining Operations
The capital costs required by the Company’s projects may be significantly higher than anticipated. Capital and operating costs, production and economic returns, and other estimates contained in the Company’s current technical reports, may differ significantly from those provided for in future studies and estimates and from management guidance, and there can be no assurance that the Company’s actual capital and operating costs will not be higher than currently anticipated. In addition, delays to construction and exploration schedules may negatively impact the net present value and internal rates of return of the Company’s mineral properties as set forth in the applicable technical report. Similarly, there can be no assurance that historical rates of production, grades of ore processed, rates of recoveries, or mining cash costs will not experience fluctuations or differ significantly from current levels over the course of the mining operations. In addition, there can be no assurance that the Company will be able to continue to extend the production from its current operations through exploration and drilling programs.
Uncertainties and Risks Related to the Rampup in Production at the Lindero Mine
The Company is subject to inherent uncertainties and risks related to the ramp up in production at the Lindero Mine, the principal of which include: delays associated with contractors, delays in foreign vendor support gaining access to the mine site, budget overruns due to changes in costs of fuel, labour, power, materials and supplies, inflation and exchange rate risks, and potential opposition from non-governmental organizations, environmental groups or local groups which may delay or prevent activities.
The Company’s ability to meet development and production schedules, and cost estimates for the Lindero Mine cannot be assured. The Company has prepared estimates of capital costs and/or operating costs for the Lindero Mine, but no
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| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
assurance can be given that such estimates will be achieved. Delays in the commencement of commercial production, failure to achieve cost estimates, or material increases in costs due to increases in foreign exchange rates; continuation of capital controls imposed in Argentina; imposition of exchange control restrictions; and delays in obtaining the value added tax refunds, could have an adverse impact in future cash flows, profitability, results of operations, and the financial condition of the Company.
Environmental Uncertainties
All phases of the Company’s operations are subject to environmental regulation in the various jurisdictions in which it operates. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species, and reclamation of lands disturbed by mining operations. The Company’s operations generate chemical and metals depositions in the form of tailings. The Company’s ability to obtain, maintain and renew permits and approvals, and to successfully develop and operate mines may be adversely affected by real or perceived impacts associated with the Company’s activities or of other mining companies that affect the environment, human health and safety. Environmental hazards may exist on the Company’s properties which are unknown to the Company at present and were caused by previous or existing owners or operators of the properties, for which the Company could be held liable.
Environmental legislation is evolving in a manner requiring stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Compliance with environmental laws and regulations may require significant capital outlays on behalf of the Company and may cause material changes or delays in the Company's intended activities. Each of the Company’s mining projects requires an environmental impact authorization (the “EIA”) or similar environmental permit. The Company’s EIA for the San Jose Mine was issued to Minera Cuzcatlan in 2009. A resolution was issued by the Federal Attorney for the Environmental Protection Office (PROFEPA) in 2017 which identified ancillary infrastructure not authorized under the original approved EIA. Minera Cuzcatlan completed the work necessary to remedy the irregularities and breaches and in 2019 paid a fine of approximately $130,000. Minera Cuzcatlan filed revised environmental impact manifestation with the Secretary of Environment and Natural Resources (“SEMARNAT”) to regularize the above. The EIA for the San Jose mine authorizes the construction, execution, and maintenance of the San Jose Mine for a period of 12 years effective until October 23, 2021. In May 2021, an application to extend the term of the EIA was filed for an additional period of 10 years.
On November 10, 2021, Minera Cuzcatlan received written notification from SEMARNAT that its application for an extension to its EIA had been denied. SEMARNAT denied the application for the extension citing a pending evaluation by SEMARNAT related to the regularization of ancillary infrastructure at the mine site. In addition, it cited non receipt of requested information, which the Company has already provided to the authority. The Company is reviewing the reasons for the denial with its advisors, but believes that it is fundamentally in compliance with all material aspects of the San Jose EIA and is entitled to an extension.
The San Jose mine is currently operating under the protection of the Mexican courts which allows the continued operation of the San Jose mine beyond the expiry date of the EIA. Minera Cuzcatlan has the right and intends to appeal the decision of SEMARNAT and will continue to pursue all legal protection available to it in order to continue to operate pending the appeal of the decision of SEMARNAT.
Failure to comply with applicable environmental laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities, causing operations to cease or be curtailed. Such enforcement actions may include the imposition of corrective measures requiring capital expenditure, installation of new equipment or remedial action. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations.
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| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
Uncertainties and Risks Relating to COVID-19
The outbreak of COVID-19, which was declared a global pandemic by the World Health Organization in March 2020 and has resulted in a wide spread global health crisis. The novel strain of COVID-19 emerged from China and spread to other countries including Peru, Mexico, Argentina, Burkina Faso, Côte d’Ivoire, and Canada, the countries in which the Company operates. The international response to the spread of COVID-19 has led to significant restrictions on travel, temporary business closures, mandatory quarantines, global stock market volatility, operating and supply chain delays and disruptions, and a general reduction in consumer activity.
During the third quarter of 2021, the onsite impact of COVID-19 at the Lindero mine diminished resulting in less disruptions to the operations, with the Company screening 74 positive cases compared to 160 cases registered in the second quarter of 2021. The government of Argentina has announced that travel restrictions will start to ease in November, which should improve lead times and onsite technical assistance from foreign vendors.
Even though the Company has and continues to implement business continuity measures to mitigate and reduce any potential impacts of COVID-19 on its business, operations, supply chain and financial condition, the spread of COVID-19 in the countries in which it operates could have a material adverse impact on: the Company’s workforce; production at the Company’s mines, including final ramp up in commercial production at the Lindero Mine; the continued operation of its mines and exploration projects; its ability to transport and sell concentrates and doré could likewise be restricted; any of which would have an effect on the Company’s financial condition.
Given the fast-changing situation with respect to the COVID-19 pandemic, including further waves of the virus and the emergence of variants of the virus, it is difficult to predict the exact nature and extent of the impact the pandemic may have on the Company and its business. Until the number of cases and death rate start to flatten the curve and decline, and vaccines are readily available, there is no certainty that governments may not mandate another round of extreme measures, which could include the suspension of business activities, including mining, which would have an adverse impact on our business and operations.
In addition, COVID-19 has caused: volatility in commodity prices (including gold, silver, lead, and zinc); volatility in the stock markets on which the Company’s Common Shares and Debentures are listed, and in the price of the Company’s securities. The continued adverse effects of the spread of COVID-19 if not contained, could impact the Company’s ability to raise capital or refinance the Company’s debt obligations in the future, which may have a material adverse effect on the business, operations, and financial condition of Company.
The Company remains focused on ensuring the health and safety of the workforce and in continuing measures to prevent and manage transmission of COVID-19 amongst the workforce and the wider community. Despite these measures, there can be no assurance that such measures will be successful.
Risks Associated with the Integration of theCompany and Roxgold
The completion of the business combination of Roxgold is expected to result in among other benefits, a combination of quality assets resulting in increased gold production; a complementary and diversified portfolio of assets in West Africa and the Americas; multiple brownfields and greenfields options across the Americas and West Africa, and a low-cost platform of precious metals production and growth. The ability of the Company to realize the benefits of the acquisition will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as the Company’s ability to realize the anticipated growth opportunities and synergies from integrating Roxgold's business. This integration will require the dedication of management effort, time and resources which may divert management's focus and resources from other strategic opportunities available to the Company, and from operational matters during this process.
In addition, the integration process could result in the disruption of existing relationships with suppliers, employees, customers and other constituencies of Fortuna and Roxgold. There can be no assurance that management will be able to integrate the operations of each of the businesses successfully or achieve any of the synergies or other benefits that are anticipated to result from the acquisition. It is possible that the integration process could result in the loss of key employees, the disruption of the respective ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the ability of management to maintain relationships with customers, suppliers, employees or
Fortuna | 32
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
to achieve the anticipated benefits of the acquisition. Any inability of management to successfully integrate the operations could have a material adverse effect on the Company’s business, financial condition and results of operations.
Risks of Operating in West Africa
Certain of our operations are currently conducted in West Africa, with the Yaramoko Mine in Burkina Faso and the Séguéla Gold Project in Côte d’Ivoire, and as such as is common in other mining jurisdictions, the Company’s operations are exposed to various political, economic and other risks and uncertainties. The Company is subject to risks associated with operating in West Africa with its Yaramoko Mine in Burkina Faso and the Séguéla Gold Project in Côte d’Ivoire. These risks and uncertainties include but are not limited to: civil and ethnic unrest, war (including in neighbouring countries), terrorist actions, hostage taking or detainment of personnel, military repression, criminal activity, nationalization, invalidation of governmental orders, failure to enforce existing laws, labour disputes, corruption, sovereign risk, political instability, the failure of foreign parties, courts or governments to honour or enforce contractual relations or uphold property rights, changing government regulations with respect to mining (including royalties, environmental requirements, labour, taxation, land tenure, foreign investments, income repatriation and capital recovery), fluctuations in currency exchange and inflation rates, import and export restrictions, the expropriation of property interests, as well as by laws and policies of Canada affecting foreign trade, investment and taxation.
As African governments continue to struggle with deficits and depressed economies, the strength of commodity prices has resulted in the gold mining sector being targeted as a source of revenue. Governments are continually assessing the terms for a mining company to exploit resources in their country.
Operations may also be impacted to varying degrees by the lack of certainty with respect to foreign legal systems, which may not be immune from the influence of political pressure, corruption or other factors that are inconsistent with the rule of law. Businesses can become involved in lengthy court cases over simple issues when rulings are not clearly defined, and the poor drafting of laws and excessive delays in the legal process for resolving issues or disputes compound such problems.
Any of the above events could delay or prevent the Company from operating, developing or exploring its properties even if economic quantities of minerals are found and could have a material adverse impact upon the Company’s operations.
Safety and Security
The Company’s Yaramoko Mine is located in Burkina Faso and the advanced exploration Séguéla Gold Project is located in in Côte d’Ivoire. Following instability in recent years in several West African countries, the prevailing security environment in these countries has deteriorated due to the presence of various militant secessionist and Islamist paramilitary groups. While additional measures have been implemented in response to ensure the security of its various assets, personnel and contractors, and the Company continues to cooperate with regional governments, their security forces and third parties, there can be no assurance that these measures will be successful. Any failure to maintain the security of its assets, personnel and contractors may have a material adverse effect on the Company’s business, prospects, financial condition and results of operations. To date, neither employees nor operations have been impacted by the security situation in Burkina Faso.
While there is no reason to believe that the Company’s employees or operations will be targeted by criminal and/or terrorist activities in the countries in which we operate, risks associated with conducting business in the region, along with the increased perception that such incidents are likely to occur, may disrupt the Company’s operations, limit its ability to hire and keep qualified personnel, and impair its access to sources of capital or insurance on terms and at rates that are commercially viable. Furthermore, although the Company has developed procedures regarding the mitigation of such risks, due to the unpredictable nature of criminal and/or terrorist activities, there is no assurance that its efforts will be able to effectively mitigate such risks and safeguard the Company’s personnel and assets.
Fortuna | 33
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
CreditRisk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. All of our trade receivables from concentrate sales are held with large international metals trading companies.
The Company’s cash and cash equivalents are held through large financial institutions. These investments mature at various dates within one year.
The Company’s maximum exposure to credit risk as at September 30, 2021 and December 31, 2020 is as follows:
| As<br> at | Sept 30, 2021 | Dec<br> 31, 2020 | ||
|---|---|---|---|---|
| Cash<br> and cash equivalents | 135.8 | 131.9 | ||
| Derivative<br> assets | 1.9 | - | ||
| Trade<br> and other receivables | 68.4 | 76.6 | ||
| Income<br> tax receivable | 0.6 | - | ||
| Other<br> non-current receivables | 19.9 | 6.4 | ||
| 226.6 | 214.9 |
The carrying amount of financial assets recorded in the financial statements represents the Company’s maximum exposure to credit risk. We limit our exposure to counterparty credit risk on cash and term deposits by only dealing with financial institutions with high credit ratings and through our investment policy of purchasing only instruments with a high credit rating. Almost all of our concentrate is sold to large well-known concentrate buyers.
MetalPrice Risk
The Company derives its revenue from the sale of silver, gold, lead, and zinc. The Company’s sales are directly dependent on metal prices, and metal prices have historically shown significant volatility that is beyond the Company’s control.
The following table illustrates the sensitivity to a +/-10% change in metal prices on the Company’s outstanding trade receivables as at September 30, 2021:
| Metal | Change | Effect on Sales | |
|---|---|---|---|
| Silver | +/-<br> 10% | 1.1 | |
| Gold | +/-<br> 10% | 0.5 | |
| Lead | +/-<br> 10% | 0.5 | |
| Zinc | +/-<br> 10% | 0.3 |
From time to time, the Company mitigates the price risk associated with its base metal production by entering into forward sale and collar contracts for some of its forecasted base metal production and non-metal commodities.
During December 2020, the Company entered into the following contracts:
| ● | zero-cost collars for 12,300 tonnes of zinc with a floor price of $2,600 per tonne and a cap of $2,900<br>per tonne, maturing monthly from January 1, 2021 to December 31, 2021; |
|---|---|
| ● | zero-cost collars for 720,000 gallons of heating oil with a floor price of $1.40 per gallon and a cap<br>of $1.6150 per gallon, maturing monthly from January 1, 2021 to December 31, 2021; |
| --- | --- |
| ● | zero-cost collars for 1,680,000 gallons of jet fuel with a floor price of $1.30 per gallon and a cap of<br>$1.4775 per gallon, maturing monthly from January 1, 2021 to December 31, 2021; |
| --- | --- |
| ● | forward swaps for 720,000 gallons of heating oil with a price of $1.52 per gallon, maturing monthly from<br>January 1, 2022 to December 31, 2022; and |
| --- | --- |
| ● | forward swaps for 1,680,000 gallons of jet fuel with a price of $1.438 per gallon, maturing monthly from<br>January 1, 2022 to December 31, 2022. |
| --- | --- |
On February 11, 2021, the Company entered into a zero-cost collars for 6,237 tonnes of lead with a floor price of $2,000 per tonne and a cap of $2,125 per tonne, maturing monthly beginning on February 1, 2021 to December 31, 2022.
Fortuna | 34
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
The zinc, lead, and fuel contracts are derivative financial instruments and are not accounted for as designated hedges. They were initially recognized at fair value on the date on which the related derivative contracts were entered into and are subsequently re-measured to estimated fair value. Any gains or losses arising from changes in the fair value of the derivatives are credited or charged to profit or loss.
During the three months ended September 30, 2021 the Company recognized $0.6 million of realized losses and $0.6 million of unrealized gains. For the nine months ended September 30, 2021 the Company recognized $0.6 million of realized losses on settlement of swaps and $0.3 million of unrealized gains (nine months ended September 30, 2020 – nil and nil, respectively) from changes in the fair value of the open positions.
Currency Risk
The Company is exposed to fluctuations in foreign exchange rates as a portion of our expenses are incurred in Canadian dollars, Peruvian soles, Argentine pesos, Mexican pesos, and West African CFA francs. A significant change in the foreign exchange rates between the United States dollar relative to the other currencies could have a material effect on the Company’s profit or loss, financial position, or cash flows. We have not hedged our exposure to foreign currency fluctuations.
The following table summarizes the sensitivity to a +/-10% change in foreign currency exchange rates on the Company’s foreign currency exposure as at September 30, 2021:
| Currency of foreign denominated items | Change | Effect |
|---|---|---|
| Mexican<br> pesos | +/-<br> 10% | 1.9 |
| Peruvian<br> soles | +/-<br> 10% | 0.2 |
| Argentine<br> pesos | +/-<br> 10% | 1.8 |
| Canadian<br> dollars | +/-<br> 10% | 39.7 |
| West<br> African CFA franc | +/-<br> 10% | 1,243.9 |
| Australian<br> Dollar | +/-<br> 10% | 38.1 |
| Euro | +/-<br> 10% | 11.0 |
Due to the volatility of the exchange rate for Argentine pesos, the Company is applying additional measures in cash management to minimize potential losses arising from the conversion of funds. As discussed below in the capital management section, the capital controls are in effect when the Lindero Mine reaches commercial production, the Company will be required to convert the equivalent value into Argentine peso from the export sale of all gold doré from the Lindero Mine. In addition, the Company would be required to obtain the prior consent of the Argentine Central Bank for the payment of cash dividends and distributions of profits out of Argentina.
The following tables summarizes the Company’s exposure to currency risk through the following assets and liabilities denominated in foreign currencies:
| As<br> at Sept 30, 2021 (In millions of local currency) | Canadian<br><br> dollars | Peruvian<br><br> soles | Mexican<br><br> pesos | Argentine<br><br> pesos | West<br> African<br><br> CFA Franc | Euro | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash<br> and cash equivalents | 558.0 | 5.2 | 19.4 | 8.7 | 10,668,145.2 | - | |||||
| Marketable<br> securities | 1.2 | - | - | - | - | - | |||||
| Restricted<br> cash | - | - | - | - | 1,166,981.0 | - | |||||
| Trade<br> and VAT receivables | 0.2 | 0.8 | 124.0 | 2,962.9 | 11,383,258.6 | - | |||||
| Income<br> tax receivable | - | 13.6 | - | - | - | - | |||||
| VAT<br> - long term receivable | - | - | 70.5 | - | - | - | |||||
| Trade<br> and other payables | (1,116.4) | (26.1) | (480.4) | (934.0) | (15,549,180.8) | (140.6) | |||||
| Provisions,<br> current | - | - | (4.8) | (112.9) | - | - | |||||
| Income<br> tax payable | - | - | (85.1) | - | - | - | |||||
| Other<br> liabilities | - | - | (5.4) | - | - | - | |||||
| Provisions,<br> non current | - | - | (60.4) | - | - | - | |||||
| Total<br> foreign currency exposure | (557.0) | - | (6.5) | - | (422.2) | - | 1,924.7 | - | 7,669,204.0 | - | (140.6) |
| US$<br> equivalent of foreign currency exposure | (437.1) | - | (1.7) | - | (21.3) | - | 20.1 | - | 13,682.8 | - | (121.0) |
| Figures<br> may not add due to rounding |
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| FortunaSilver Mines Inc. | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Management’s Discussion and Analysis | |||||||||||
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) | ||||||||||
| As<br> at Dec 31, 2020 (In millions of local currency) | Canadian<br><br> dollars | Peruvian<br><br> soles | Mexican<br><br> pesos | Argentine<br><br> pesos | West<br><br> African CFA<br> Franc | Euro | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Cash<br> and cash equivalents | 1.4 | 9.7 | 3.1 | 2.3 | - | - | |||||
| Marketable<br> securities | 1.3 | - | - | - | - | - | |||||
| Trade<br> and VAT receivables | 0.1 | 3.6 | 108.6 | 3,281.8 | - | - | |||||
| Income<br> tax receivable | - | 6.9 | - | - | - | - | |||||
| VAT<br> - long term receivable | - | - | 67.5 | - | - | - | |||||
| Trade<br> and other payables | (17.8 | ) | (28.0 | ) | (311.7 | ) | (764.3 | ) | - | - | |
| Provisions,<br> current | (0.1 | ) | 0.1 | (4.9 | ) | (77.5 | ) | - | - | ||
| Income<br> tax payable | - | (0.3 | ) | (297.1 | ) | - | - | - | |||
| Other<br> liabilities | (0.2 | ) | - | (5.2 | ) | - | - | - | |||
| Provisions,<br> non current | - | (0.8 | ) | (67.1 | ) | - | - | - | |||
| Total<br> foreign currency exposure | (15.3 | ) | (8.8 | ) | (506.8 | ) | 2,442.3 | - | - | ||
| US$<br> equivalent of foreign currency exposure | (12.0 | ) | (2.4 | ) | (25.4 | ) | 29.1 | - | - |
Figures may not add due to rounding
LiquidityRisk
Liquidity risk is the risk that we will not be able to meet our financial obligations as they come due. We manage our liquidity risk by continually monitoring forecasted and actual cash flows. We have in place a planning and budgeting process to help determine the funds required to support our normal operating requirements and our development plans. We aim to maintain sufficient liquidity to meet our short term business requirements, taking into account our anticipated cash flows from operations, our holdings of cash and cash equivalents, and our committed and anticipated liabilities.
The Company manages its liquidity risk by continuously monitoring forecasted and actual cashflows. A rigorous reporting, planning and budgeting process are in place to help facilitate forecasting funding requirements, to support operations on an ongoing basis and expansion plans, if any. See also Liquidity and Capital Resources.
As at September 30, 2021, the Company expects the following maturities of its financial liabilities, lease obligations, and other contractual commitments, excluding payments relating to interest:
| Expected payments due by year as at Sept<br> 30, 2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Less<br> than | After | |||||||||
| 1<br> year | 1<br> - 3 years | 4<br> - 5 years | 5<br> years | Total | ||||||
| Trade<br> and other payables | 123.8 | - | - | - | 123.8 | |||||
| Debt | 143.4 | 4.8 | 46.0 | - | 194.2 | |||||
| Income<br> taxes payable | 20.4 | - | - | - | 20.4 | |||||
| Lease<br> obligations | 12.3 | 14.1 | 3.0 | 14.8 | 44.2 | |||||
| Other<br> liabilities | - | 1.4 | - | - | 1.4 | |||||
| Capital<br> commitments, Lindero | 0.1 | - | - | - | 0.1 | |||||
| Closure<br> and reclamation provisions | 1.3 | 4.2 | 12.2 | 24.9 | 42.6 | |||||
| Total | 301.3 | 24.5 | 61.2 | 39.7 | 426.7 |
Figures may not add due to rounding
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| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
CapitalManagement
The Company’s objective when managing its capital is to maintain its ability to continue as a going concern while at the same time maximizing the growth of its business and providing returns to its shareholders. The Company manages its capital structure and makes adjustments based on changes to its economic environment and the risk characteristics of the Company’s assets.
Effective December 23, 2019, changes to Argentina’s tax laws proposed by the Argentine Government were implemented. The changes ratified and extended legislation which was to expire on December 31, 2019 and allow the Argentine Central Bank to regulate funds coming into and flowing out of Argentina in order to maintain stability and support the economic recovery of the country. These restrictions currently remain in place and the Argentine Government has not set an expiry date for these restrictions. These capital controls together with additional temporary controls enacted on May 29, 2020, have the effect of: requiring exporters to convert the equivalent value of foreign currency received from the export into Argentine pesos; requiring the prior consent of the Argentine Central Bank to the payment of cash dividends and distributions of currency out of Argentina; requiring Argentine companies to convert foreign currency loans received from abroad into Argentine pesos; and restricting the sale of Argentine pesos for foreign currency.
In September 2020, the Argentine Central Bank approved a new resolution which requires companies to restructure sixty percent of any individual debt exceeding $1.0 million, which has at least a two-year term and is maturing between October 15, 2020 and March 31, 2021. However, this resolution does not apply to intercompany debt and the Company does not hold any external debt at Lindero.
The Argentine Central Bank has also issued a temporary measure in effect until December 31, 2021, which requires the consent of the Central Bank to the repayment of certain types of intercompany loans. There can be no assurance that the temporary measure will not be extended.
The Company’s capital requirement is effectively managed based on the Company having a thorough reporting, planning and forecasting process to help identify the funds required to ensure the Company is able to meet its operating and growth objectives.
The Company’s capital structure consists of equity comprising of share capital, reserves and retained earnings as well as debt consisting of credit facilities and convertible debentures, lease obligations less cash and cash equivalents.
| As<br> at | Sept<br> 30, 2021 | Dec<br> 31, 2020 | ||||
|---|---|---|---|---|---|---|
| Equity | 1,361.0 | 725.8 | ||||
| Debt | 187.7 | 158.6 | ||||
| Lease<br> obligations | 31.4 | 19.5 | ||||
| Less: cash<br> and cash equivalents | (135.8 | ) | (131.9 | ) | ||
| 1,444.3 | 772.0 |
Figures may not add due to rounding
As discussed above, the Company operates in Argentina where the Argentine government has ratified and extended legislation to December 31, 2025 to allow the Argentine Central Bank to regulate funds coming into and flowing out of Argentina. Other than the restrictions related to these capital controls and complying with the debt covenants under the credit facilities, the Company is not subject to any externally imposed capital requirements. As at September 30, 2021 and December 31, 2020, the Company was in compliance with its debt covenants. See also Liquidity and Capital Resources.
InterestRate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Currently, our interest rate exposure mainly relates to interest earned on our cash and cash equivalents balances, interest paid on the Company’s LIBOR-based debt, and the mark-to-market value of derivative instruments which depend on interest rates. As at September 30, 2021, the Company has outstanding an interest rate swap as a hedge on the $40 million non-revolving credit facility to mitigate the interest rate risk on our debt.
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| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
KeyPersonnel
The Company is dependent on a number of key management and employee personnel. The Company’s ability to manage its exploration, development, construction, and operating activities, and hence its success, will depend in large part on the ability to retain current personnel and attract and retain new personnel, including management, technical, and unskilled employees. The loss of the services of one or more key management personnel, as well as a prolonged labor disruption, could have a material adverse effect on the Company’s ability to successfully manage and expand its affairs.
Claimsand Legal Proceedings
The Company is subject to various claims and legal proceedings covering a wide range of matters that arise in the normal course of business. The Company may be subject to claims by local communities, indigenous groups or private land owners relating to land and mineral rights and such claimants may seek sizable monetary damages or seek the return of surface or mineral rights that may be valuable to the Company which may significantly impact operations and profitability, if lost. These matters are subject to various uncertainties and it is possible that some of these matters may be resolved with an unfavorable outcome to the Company. The Company does carry liability insurance coverage, but such coverage does not cover all risks to which the Company may be exposed to.
CRITICALACCOUNTING ESTIMATES AND JUDGEMENTS
Many of the amounts included in the condensed interim consolidated financial statements require management to make estimates, assumptions, and judgements. These estimates, assumptions, and judgements are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. Areas where critical accounting estimates and assumptions have the most significant effect on the amounts recognized in the condensed interim consolidated financial statements include:
MineralReserves and Resources and the Life of Mine Plan
We estimate our mineral reserves and mineral resources in accordance with the requirements of National Instrument 43-101 Standards of Disclosure for Mineral Projects published by the Canadian Securities Administrators. Estimates of the quantities of the mineral reserves and mineral resources form the basis for our life of mine plans, which are used for the calculation of depletion expense under the units of production method, impairment tests, and forecasting the timing of the payments related to the environmental rehabilitation provision.
Significant estimation is involved in determining the reserves and resources included within our life of mine plans. Changes in forecast prices of commodities, exchange rates, production costs, or metallurgical recovery rates may result in our life of mine plan being revised and such changes could impact depletion rates, asset carrying values and our environmental rehabilitation provision. As at December 31, 2020 we have used the following long-term prices for our mineral reserve and mineral resource estimations: gold $1,600/oz, silver $21/oz, lead $2,000/t and zinc $2,270/t.
In addition to the estimates above, estimation is involved in determining the percentage of mineral resources ultimately expected to be converted to mineral reserves and hence included in our life of mine plans. Our life of mine plans include a portion of inferred mineral resources as we believe this provides a better estimate of the expected life of mine for certain types of deposits, in particular for vein type structures. The percentage of inferred resources of the total tonnage included in the life of mine plans is based on site specific geological, technical, and economic considerations. Estimation of future conversion of resources is inherently uncertain and involves judgment and actual outcomes may vary from these judgments and estimates and such changes could have a material impact on the financial results. Some of the key judgments of the estimation process include geological continuity, stationarity in the grades within defined domains, reasonable geotechnical and metallurgical conditions, treatment of outlier (extreme) values, cut-off grade determination and the establishment of geostatistical and search parameters. Revisions to these estimates are accounted for prospectively in the period in which the change in estimate arises. See Note 4(g)(i) to the audited consolidated financial statements for 2020.
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| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
Valuationof Mineral Properties and Exploration Properties
The Company carries its mineral properties at cost less accumulated depletion and any accumulated provision for impairment. The costs of each property and related capitalized expenditures are depleted over the economic life of the property on a units-of-production basis. Costs are charged to the consolidated statement of income (loss) when a property is abandoned or when there is an impairment.
The Company undertakes a review of the carrying values of mining properties and related expenditures whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts determined by reference to estimated future operating results and discounted net cash flows. Where previous impairment has been recorded the Company analyzes any impairment reversal indicators. An impairment loss is recognized when the carrying value of those assets is not recoverable. In undertaking this review, management of the Company is required to make significant estimates of, amongst other things, future production and sales volumes, metal prices, foreign exchange rates, mineral resource and reserve quantities, future operating and capital costs to the end of the mine’s life, and reclamation costs. These estimates are subject to various risks and uncertainties which may ultimately have an effect on the expected recoverability of the carrying values of the mining properties and related expenditures.
The Company, from time to time, acquires exploration and development properties. When properties are acquired, the Company must determine the fair value attributable to each of the properties. When the Company conducts exploration on a mineral property and the results from the exploration do not support the carrying value, the property is written down to its new fair value which could have a material effect on the consolidated statement of financial position and the consolidated income statement.
Fair ValueEstimates in the Acquisition of Roxgold
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. These provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognized as of that date. The measurement period ends as soon as the Company receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable and shall not exceed one year from the acquisition date.
Reclamationand Other Closure Provisions
The Company has obligations for reclamation and other closure activities related to its mining properties. The future obligations for mine closure activities are estimated by the Company using mine closure plans or other similar studies which outline the requirements that will be carried out to meet the obligations. Because the obligations are dependent on the laws and regulations of the countries in which the mines operate, the requirements could change as a result of amendments in the laws and regulations relating to environmental protection and other legislation affecting resource companies. As the estimate of the obligations is based on future expectations, a number of estimates and assumptions are made by management in the determination of closure provisions.
RevenueRecognition
Revenue from the sale of concentrate to customer is recognized when the customer obtains control of the concentrate. A provisional invoice is issued to the customer based on the monthly average metal prices on the expected date of final settlement at which time the final sale prices will be fixed. Variations between the prices at initial recognition and final settlement may occur due to changes in the market metal prices and result in an embedded derivative in the accounts receivable. The embedded derivative is recorded at fair value each period until final settlement occurs with changes in the fair value classified as revenue. For changes in metal quantities upon receipt of new information and assays, the provisional sale quantities are adjusted.
Fortuna | 39
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
Contingencies
Contingencies can be either possible assets or possible liabilities arising from past events which, by their nature, will only be resolved when one or more future events not within our control occur or fail to occur. The assessment of such contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings or regulatory or government actions that may negatively impact our business or operations, the Company with assistance from its legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims or actions.
A liability is recognized in the condensed interim consolidated financial statements when the outcome of the legal proceedings is probable, and the estimated settlement amount can be estimated reliably. Contingent assets are not recognized in the condensed interim consolidated financial statements until virtually certain.
In January 2020, the Company received notice from the Dirección General de Minas (“DGM”) seeking to cancel one of the Company’s mining concessions at the San Jose Mine in Oaxaca, Mexico if a disputed royalty, in the Mexican peso equivalent of $30 million plus VAT (being the amount of the claimed royalty from 2011 to 2019), was not paid before March 15, 2020. In early February 2020, the Company began legal proceedings (the “Amparo Proceedings”) to contest the initiation of the cancellation procedure taken by the DGM on the Company’s mining concession, if the royalty claimed by the SGM was not paid. Effective May 27, 2021, the DGM provided notice to the Company of the termination of the cancellation procedure, as it had determined that the required cause for the cancellation of the concession was not established. As a result the Company discontinued the Amparo Proceedings in the Collegiate Court in Mexico. Further, on advice received from Mexican counsel, the Company withdrew the administrative and legal proceedings that it had initiated in the Mexican Federal Administrative Court to remove reference to the royalty on the title register.
On October 7, 2021, the Company and SGM entered into a settlement agreement related to the disputed royalty, pursuant to which the Company paid to SGM the amount of $9.6 million plus value added tax in cash (which is included in Other Expenses in the financial statements) to end any prior dispute, and agreed to pay to the SGM a three percent royalty on the billing value of minerals obtained from the concession from May 1, 2021 on an ongoing basis, on terms to be set out in a royalty agreement to be negotiated by the parties. The terms of the settlement are confidential and the Company has not admitted liability.
CRITICALACCOUNTING JUDGEMENTS IN APPLYING THE ENTITY’S ACCOUNTING POLICIES
Judgements that have the most significant effect on the amounts recognized in the Company’s condensed interim consolidated financial statements are as follows:
IncomeTaxes
Deferred tax assets and liabilities are determined based on differences between the financial statement carrying values of assets and liabilities and their respective income tax bases (“temporary differences”) and losses carried forward. The determination of the ability of the Company to utilize tax loss carry-forwards to offset deferred tax liabilities requires management to exercise judgment and make certain assumptions about the future performance of the Company.
Management is required to assess whether it is “probable” that the Company will benefit from these prior losses and other deferred tax assets. Changes in economic conditions, metal prices and other factors could result in revisions to the estimates of the benefits to be realized or the timing of utilization of the losses.
Assessmentof Impairment and Reversal of Impairment Indicators
Management applies significant judgment in assessing whether indicators of impairment or reversal of impairment exist for an asset or a group of assets which could result in a testing for impairment. Internal and external factors such as significant changes in the use of the asset, commodity prices, life of mines, tax laws or regulations in the countries that our
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| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
mines operate in and interest rates are used by management in determining whether there are any indicators of impairment or reversal of previous impairments.
FunctionalCurrency
The functional currency for the Company and its subsidiaries is the currency of the primary economic environment in which each operates. The determination of functional currency may require certain judgments to determine the primary economic environment. The Company reconsiders the functional currency used when there is a change in the events and conditions which determined the primary economic environment.
CONTROLSAND PROCEDURES
Evaluationof Disclosure Controls and Procedures
Disclosure controls and procedures have been designed to provide reasonable assurance that all material information related to the Company is identified and communicated to management on a timely basis. Management of the Company, under the supervision of the President and Chief Executive Officer and the Chief Financial Officer, is responsible for the design and operation of disclosure controls and procedures in accordance with the requirements of National Instrument 52-109 of the Canadian Securities Administrators (“National Instrument 52-109”) and as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the U.S. Exchange Act).
Management’sReport on Internal Control over Financial Reporting
The Company’s internal control over financial reporting (“ICFR”) is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external reporting purposes in accordance with IFRS as issued by the International Accounting Standards Board. However, due to its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements and fraud.
Management assesses the effectiveness of the Company’s internal control over financial reporting using the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”). Management conducted an evaluation of the effectiveness of ICFR and concluded that it was effective as at December 31, 2020.
Changesin Internal Control over Financial Reporting
During the three months ended September 30, 2021, the Company implemented internal controls over financial reporting in relation to the accounting for and fair value of the business combination with Roxgold.
There have been no other changes in the Company’s internal control over financial reporting during the three months ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
CAUTIONARYSTATEMENT ON FORWARD-LOOKING STATEMENTS
This MD&A and any documents incorporated by reference into this MD&A contain forward-looking statements which constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the United States Securities Exchange Act of 1934, as amended, and forward-looking information within the meaning of applicable Canadian securities legislation (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 MD&A include, without limitation, statements relating to:
Fortuna | 41
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
| • | mineral<br> “reserves” and “resources” as they involve the implied assessment,<br> based on estimates and assumptions that the reserves and resources described exist in the<br> quantities predicted or estimated and can be profitably produced in the future; |
| --- | --- |
| • | the<br> potential impact of COVID-19 on the Company’s business and operations, and financial<br> condition, including the Company’s ability to operate or to continue operating at its<br> sites; |
| --- | --- |
| • | the<br> Company’s ability to manage challenges presented by COVID-19; |
| --- | --- |
| • | the<br> effectiveness of the preventative measures and safety protocols put in place by the Company<br> to curb the spread of COVID-19; |
| --- | --- |
| • | escalation<br> of travel restrictions resulted from COVID-19; |
| --- | --- |
| • | production<br> rates and forecasted production for 2021 at the Company’s mines; |
| --- | --- |
| • | forecasted<br> total cash costs and all-in sustaining costs at the Company’s mines; |
| --- | --- |
| • | timing<br> for delivery of materials and equipment for the Company’s properties; |
| --- | --- |
| • | the<br> sufficiency of the Company’s cash position and its ability to raise equity capital<br> or access debt facilities; |
| --- | --- |
| • | the<br> Company’s planned greenfields exploration programs; |
| --- | --- |
| • | the<br> Company’s planned capital expenditures and brownfields exploration at each of the Company’s<br> mines; |
| --- | --- |
| • | the<br> anticipated timing for the completion of the ramp up in production at the Lindero Mine; |
| --- | --- |
| • | the<br> final budgeted construction cost for the Lindero Mine; |
| --- | --- |
| • | the<br> ability to successfully integrate the acquisition of Roxgold into the operations of the Company; |
| --- | --- |
| • | undisclosed<br> risks and liabilities relating to the acquisition of Roxgold and the loss of key employees<br> related to same; |
| --- | --- |
| • | risks<br> that the anticipated benefits of the Roxgold acquisition will not be realized or fully realized; |
| --- | --- |
| • | the<br> estimated initial capital investment for the construction of the open pit mine at the Séguéla<br> Gold Project, the duration of the construction schedule and the timing for the ramp up to<br> name plate capacity at Séguéla; |
| --- | --- |
| • | maturities<br> of the Company’s financial liabilities, finance leases and other contractual commitments; |
| --- | --- |
| • | expiry<br> dates of bank letters of guarantee; |
| --- | --- |
| • | the<br> ability of the Company to obtain an extension of the EIA at the San Jose mine in a timely<br> manner; |
| --- | --- |
| • | litigation<br> matters; |
| --- | --- |
| • | complying<br> with anti-corruption laws and internal controls; |
| --- | --- |
| • | estimated<br> mine closure costs; and |
| --- | --- |
| • | management’s<br> expectation that any investigations, claims, and legal, labour and tax proceedings arising<br> in the ordinary course of business will not have a material effect on the results of operations<br> or financial condition of the Company. |
| --- | --- |
Often, but not always, these Forward-looking Statements can be identified by the use of words such as “anticipates”, “believes”, “plans”, “estimates”, “expects”, “forecasts”, “scheduled”, “targets”, “possible”, “strategy”, “potential”, “intends”, “advance”, “goal”, “objective”, “projects”, “budget”, “calculates” or statements that events, “will”, “may”, “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:
| • | operational<br> risks relating to mining and mineral processing; |
|---|---|
| • | uncertainty<br> relating to Mineral Resource and Mineral Reserve estimates; |
| --- | --- |
| • | uncertainty<br> relating to capital and operating costs, production schedules and economic returns; |
| --- | --- |
| • | uncertainty<br> and risks related to the ramp up in production at the Lindero Mine; |
| --- | --- |
| • | uncertainty<br> relating to new mining operations and development projects such as the Lindero Mine and the<br> Séguéla Gold Project, including the possibility that actual capital and operating<br> costs and economic returns will differ significantly from those estimated for such projects<br> prior to production; |
| --- | --- |
| • | risks<br> that the anticipated benefits of the Roxgold acquisition will not be realized or fully realized; |
| --- | --- |
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| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
| • | risks<br> associated with mineral exploration and project development; |
| --- | --- |
| • | uncertainty<br> relating to the repatriation of funds as a result of currency controls; |
| --- | --- |
| • | environmental<br> matters including maintaining, obtaining or renewing environmental permits and potential<br> liability claims; |
| --- | --- |
| • | uncertainty<br> relating to nature and climate conditions; |
| --- | --- |
| • | risks<br> associated with political instability and changes to the regulations governing the Company’s<br> business operations; |
| --- | --- |
| • | changes<br> in national and local government legislation, taxation, controls, regulations and political<br> or economic developments in countries in which the Company does or may carry on business; |
| --- | --- |
| • | risks<br> relating to the termination of the Company’s mining concessions in certain circumstances; |
| --- | --- |
| • | risks<br> related to International Labour Organization (“ILO”) Convention 169 compliance; |
| --- | --- |
| • | developing<br> and maintaining good relationships with local communities and stakeholders; |
| --- | --- |
| • | risks<br> associated with losing control of public perception as a result of social media and other<br> web-based applications; |
| --- | --- |
| • | potential<br> opposition of the Company’s exploration, development and operational activities; |
| --- | --- |
| • | risks<br> related to the Company’s ability to obtain adequate financing for planned exploration<br> and development activities; |
| --- | --- |
| • | substantial<br> reliance on the Caylloma Mine, the San Jose Mine, the Lindero Mine and the Yaramoko Mine<br> for revenues; |
| --- | --- |
| • | property<br> title matters; |
| --- | --- |
| • | risks<br> relating to the integration of businesses and assets acquired by the Company; |
| --- | --- |
| • | impairments; |
| --- | --- |
| • | risks<br> associated with climate change legislation; |
| --- | --- |
| • | reliance<br> on key personnel; |
| --- | --- |
| • | uncertainty<br> relating to potential conflicts of interest involving the Company’s directors and officers; |
| --- | --- |
| • | risks<br> associated with the Company’s reliance on local counsel and advisors and the experience<br> of its management and board of directors in foreign jurisdictions; |
| --- | --- |
| • | adequacy<br> of insurance coverage; |
| --- | --- |
| • | risks<br> related to the Company’s compliance with the United States Sarbanes-Oxley Act; |
| --- | --- |
| • | operational<br> safety and security risks; |
| --- | --- |
| • | risks<br> related to the foreign corrupt practices regulations and anti-bribery laws; |
| --- | --- |
| • | potential<br> legal proceedings to which it is a party; |
| --- | --- |
| • | the<br> Company is subject to any adverse ruling in any of the litigation; |
| --- | --- |
| • | uncertainties<br> relating to general economic conditions; |
| --- | --- |
| • | risks<br> relating to a global pandemic, which until contained could continue to cause a slowdown in<br> global economic growth and impact the Company’s business, operations, financial condition<br> and share price; |
| --- | --- |
| • | the<br> duration of the COVID-19 pandemic and the impact of COVID-19 on the Company’s business,<br> operations and financial condition, including the Company’s ability operate or continue<br> to operate at its sites in light of government restrictions; |
| --- | --- |
| • | possible<br> future suspensions of operations at the mine sites related to COVID-19; |
| --- | --- |
| • | the<br> Company’s ability to manage the various challenges (both anticipated and not) presented<br> by COVID-19 to its business, operations and financial condition; |
| --- | --- |
| • | competition; |
| --- | --- |
| • | fluctuations<br> in metal prices; |
| --- | --- |
| • | risks<br> associated with entering into commodity forward and option contracts for base metals production; |
| --- | --- |
| • | fluctuations<br> in currency exchange rates; |
| --- | --- |
Fortuna | 43
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
| • | failure<br> to meet covenants under its Credit Facilities, or an event of default which may reduce the<br> Company’s liquidity and adversely affect its business; |
| --- | --- |
| • | tax<br> audits and reassessments; |
| --- | --- |
| • | risks<br> relating to hedging; |
| --- | --- |
| • | uncertainty<br> relating to concentrate treatment charges and transportation costs; |
| --- | --- |
| • | sufficiency<br> of monies allotted by the Company for land reclamation; |
| --- | --- |
| • | risks<br> associated with dependence upon information technology systems, which are subject to disruption,<br> damage, failure and risks with implementation and integration; |
| --- | --- |
| • | risks<br> related to the volatility of the trading price of the Company’s common shares and the<br> Company’s Debentures (as defined herein); |
| --- | --- |
| • | dilution<br> from further equity or convertible debenture financings; and |
| --- | --- |
| • | risks<br> associated with dependence upon information technology systems, which are subject to disruption,<br> damage, failure and risks with implementation and integration; |
| --- | --- |
| • | risks<br> related to future insufficient liquidity resulting from a decline in the price of the Common<br> Shares or Debentures; |
| --- | --- |
| • | uncertainty<br> relating to the Company’s ability to pay dividends in the future; |
| --- | --- |
| • | risks<br> relating to the market for the Company’s securities; |
| --- | --- |
| • | risks<br> relating to the Debentures of the Company; and |
| --- | --- |
| • | uncertainty<br> relating to the enforcement of U.S. judgments against the Company. |
| --- | --- |
as well as those factors referred to in the “Risks and Uncertainties” section in this MD&A and in the “Risk Factors” section in our Annual Information Form filed with the Canadian Securities Administrators and available at www.sedar.com and filed with the U.S. Securities and Exchange Commission as part of the Company’s Form 40-F and available at www.sec.gov/edgar.shtml. 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 not to be as anticipated, estimated or intended.
Forward-looking Statements contained in this MD&A are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to:
| • | all<br> required third party contractual, regulatory and governmental approvals will be obtained<br> for the exploration, development, construction and production of its properties; |
|---|---|
| • | the<br> ability to successfully integrate the operations of Roxgold into the operations of the Company; |
| --- | --- |
| • | there<br> being no significant disruptions affecting operations, whether relating to labour, supply,<br> power, damage to equipment or other matter; |
| --- | --- |
| • | the<br> world-wide economic and social impact of COVID-19 is managed, and the duration and extent<br> of the coronavirus pandemic is minimized or not long-term; |
| --- | --- |
| • | there<br> being no material and negative impact to the various contractors, suppliers and subcontractors<br> at the Company’s mine sites as a result of COVID-19 or otherwise that would impair<br> their ability to provide goods and services; |
| --- | --- |
| • | permitting,<br> construction, development, expansion, and production continuing on a basis consistent with<br> the Company’s current expectations; |
| --- | --- |
| • | expected<br> trends and specific assumptions regarding metal prices and currency exchange rates; |
| --- | --- |
| • | prices<br> for and availability of fuel, electricity, parts and equipment and other key supplies remaining<br> consistent with current levels; |
| --- | --- |
| • | production<br> forecasts meeting expectations; and |
| --- | --- |
| • | the<br> accuracy of the Company’s current mineral resource and reserve estimates. |
| --- | --- |
These Forward-looking Statements are made as of the date of this MD&A. There can be no assurance that Forward-looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are cautioned not to place undue reliance on Forward-looking
Fortuna | 44
| FortunaSilver Mines Inc. | |
|---|---|
| Management’s Discussion and Analysis | |
| For the three and nine months ended September 30,<br>2021 | (in<br> US Dollars, tabular amounts in millions, except where noted) |
Statements. Except as required by law, the Company does not assume the obligation to revise or update these forward looking-statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events.
CAUTIONARYNOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF RESERVES AND RESOURCES
Reserve and resource estimates included in this Management’s Discussion and Analysis 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. Unless otherwise indicated, all mineral reserve and mineral resource estimates contained in the technical disclosure referred to herein have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards on Mineral Resources and Reserves.
Canadian standards, including NI 43-101, differ significantly from the requirements of the Securities and Exchange Commission, and mineral reserve and resource information included in this Management’s Discussion and Analysis may not be comparable to similar information disclosed by U.S. companies.
Fortuna | 45
Exhibit 99.3
FORTUNASILVER MINES INC.
Form 52-109F2
Certificationof Interim Filings – Full Certificate
I, Jorge Ganoza Durant, Chief Executive Officer of Fortuna Silver Mines Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the<br> “Interim Filings”) of Fortuna Silver Mines Inc. (the “Issuer”) for<br> the interim period ended September 30, 2021. |
|---|---|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence,<br> the Interim Filings do not contain any untrue statement of a material fact or omit to state<br> a material fact required to be stated or that is necessary to make a statement not misleading<br> in light of the circumstances under which it was made, for the period covered by the Interim<br> Filings. |
| --- | --- |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br> financial report together with the other financial information included in the Interim Filings<br> fairly present in all material respects the financial condition, financial performance and<br> cash flows of the Issuer, as of the date of and for the periods presented in the Interim<br> Filings. |
| --- | --- |
| 4. | Responsibility: The Issuer’s other certifying officer and I are responsible for establishing<br> and maintaining disclosure controls and procedures (DC&P) and internal control over financial<br> reporting (ICFR), as those terms are defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, for the Issuer. |
| --- | --- |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the Issuer’s<br> other certifying officer and I have, as at the end of the period covered by the Interim Filings |
| --- | --- |
| (a) | designed<br> DC&P, or caused it to be designed under our supervision, to provide reasonable assurance<br> that |
| --- | --- |
| (i) | material<br> information relating to the Issuer is made known to us by others, particularly during the<br> period in which the Interim Filings are being prepared; and |
| --- | --- |
| (ii) | information<br> required to be disclosed by the Issuer in its annual filings, interim filings or other reports<br> filed or submitted by it under securities legislation is recorded, processed, summarized<br> and reported within the time periods specified in securities legislation; and |
| --- | --- |
| (b) | designed<br> ICFR, or caused it to be designed under our supervision, to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with the Issuer’s GAAP. |
| --- | --- |
| 5.1 | Control framework: The control framework the Issuer’s other certifying officer and<br> I used to design the Issuer’s ICFR is Committee of Sponsoring Organizations of the<br> Treadway Commission. |
| --- | --- |
| 5.2 | N/A. |
| --- | --- |
-2-
| 5.3 | N/A. |
|---|---|
| 6. | Reporting changes in ICFR: The Issuer has disclosed in its interim MD&A any change in the<br> Issuer’s ICFR that occurred during the period beginning on July 1, 2021 and ended<br> on September 30, 2021 that has materially affected, or is reasonably likely to materially<br> affect, the Issuer’s ICFR. |
| --- | --- |
DATED: November 11, 2021
| “Jorge<br> Ganoza Durant” |
|---|
| JORGE<br> GANOZA DURANT, |
| Chief<br> Executive Officer |
Exhibit 99.4
FORTUNA SILVER MINES INC.
Form 52-109F2
Certification of Interim Filings – FullCertificate
I, Luis Ganoza Durant, Chief Financial Officer of Fortuna Silver Mines Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the<br> “Interim Filings”) of Fortuna Silver Mines Inc. (the “Issuer”) for<br> the interim period ended September 30, 2021. |
|---|---|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence,<br> the Interim Filings do not contain any untrue statement of a material fact or omit to state<br> a material fact required to be stated or that is necessary to make a statement not misleading<br> in light of the circumstances under which it was made, for the period covered by the Interim<br> Filings. |
| --- | --- |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br> financial report together with the other financial information included in the Interim Filings<br> fairly present in all material respects the financial condition, financial performance and<br> cash flows of the Issuer, as of the date of and for the periods presented in the Interim<br> Filings. |
| --- | --- |
| 4. | Responsibility: The Issuer’s other certifying officer and I are responsible for establishing<br> and maintaining disclosure controls and procedures (DC&P) and internal control over financial<br> reporting (ICFR), as those terms are defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, for the Issuer. |
| --- | --- |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the Issuer’s<br> other certifying officer and I have, as at the end of the period covered by the Interim Filings |
| --- | --- |
| (a) | designed<br> DC&P, or caused it to be designed under our supervision, to provide reasonable assurance<br> that |
| --- | --- |
| (i) | material<br> information relating to the Issuer is made known to us by others, particularly during the<br> period in which the Interim Filings are being prepared; and |
| --- | --- |
| (ii) | information<br> required to be disclosed by the Issuer in its annual filings, interim filings or other reports<br> filed or submitted by it under securities legislation is recorded, processed, summarized<br> and reported within the time periods specified in securities legislation; and |
| --- | --- |
| (b) | designed<br> ICFR, or caused it to be designed under our supervision, to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with the Issuer’s GAAP. |
| --- | --- |
| 5.1 | Control framework: The control framework the Issuer’s other certifying officer and<br> I used to design the Issuer’s ICFR is Committee of Sponsoring Organizations of the<br> Treadway Commission. |
| --- | --- |
| 5.2 | N/A. |
| --- | --- |
-2-
| 5.3 | N/A. |
|---|---|
| 6. | Reporting changes in ICFR: The Issuer has disclosed in its interim MD&A any change in the<br> Issuer’s ICFR that occurred during the period beginning on July 1, 2021 and ended<br> on September 30, 2021 that has materially affected, or is reasonably likely to materially<br> affect, the Issuer’s ICFR. |
| --- | --- |
DATED: November 11, 2021
| “Luis<br> Ganoza Durant” |
|---|
| LUIS<br> GANOZA DURANT, |
| Chief<br> Financial Officer |
Exhibit 99.5
| NEWS RELEASE |
|---|
FortunaReports Third Quarter 2021 Unaudited Financial Results
(Allamounts expressed in US dollars, tabular amounts in millions, unless otherwise stated)
Vancouver,November 11, 2021: Fortuna Silver Mines Inc. (NYSE: FSM) (TSX: FVI) (“Fortuna” or the “Company”) today reported third quarter 2021 net income of $0.2 million, adjusted net income^1^ of $22.5 million, and adjusted EBITDA^1^ of $75.3 million.
Jorge A. Ganoza, President and CEO, commented, “Our strong adjusted EBITDA^1^of $75.3 million with margins of 46% and free cash flow from operations^1^of $33.8 million in the third quarter attest to the strength of our business. Our record financial results reflect the sustained upward production trend at the Lindero mine in Argentina and the first quarterly contribution of the Yaramoko mine in Burkina Faso.” Mr. Ganoza concluded, “We expect our robust cash flow generation to continue to be our main source of funding as we ramp up construction activities at the Seguela project in Côte d´Ivoire.”
Third Quarter2021 Highlights
| · | Record<br> sales of $162.6 million, an increase of 95% from the $83.4 million reported in the same period<br> in 2020 (“Q3 2020”), due primarily to gold sales from the Yaramoko mine of $49.0<br> million and Lindero mine of $41.8 million |
|---|---|
| · | Net income of $0.2 million or $0.00 per share, compared to $13.1<br>million or $0.07 net income per share reported in Q3 2020. Net income was lower due primarily to $10.5 million in transaction costs related<br>to the acquisition of Roxgold Inc., and $9.6 million settlement of the disputed royalty claim with the Mexican Geological Service (“SGM”). |
| --- | --- |
| · | Adjusted<br> net income^1^ of $22.5 million compared to $16.1 million reported in Q3 2020 |
| --- | --- |
| · | Adjusted<br> EBITDA^1^ of $75.3 million compared to $42.2 million reported in Q3 2020 |
| --- | --- |
| · | Free<br> cash flow from ongoing operations^1^ of $33.8 million compared to $30.1 million<br> reported in Q3 2020 |
| --- | --- |
| · | As<br> of September 30, 2021, the Company had cash and cash equivalents of $135.8 million,<br> an increase of $3.9 million from December 31, 2020 |
| --- | --- |
| · | Silver<br> and gold production of 1,711,881 ounces and 65,425 ounces, respectively |
| --- | --- |
| · | AISC^1^per ounce of gold sold of $1,270 for the Lindero Mine and $1,188 for the Yaramoko Mine.<br> AISC^1,2^ per silver equivalent ounce of payable silver sold of $15.51 and $17.66<br> for the San Jose Mine and Caylloma Mine, respectively. |
| --- | --- |
^1^Refer to Non-IFRS financial measures
^2^AISC/oz Ag Eq calculated at realized metal prices, refer to mine site results for realized prices and Non-IFRS Financial Measures for silver equivalent ratio
Fortuna | 1
| Three<br> months ended Sept 30 | Nine<br> months ended Sept 30 | ||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | %<br> Change | 2021 | 2020 | %<br> Change | ||
| Sales | 162.6 | 83.4 | 95% | 400.9 | 175.5 | 128% | |
| Mine operating income | 47.3 | 42.1 | 12% | 147.1 | 63.3 | 132% | |
| Operating income | 21.8 | 28.5 | (24)% | 98.0 | 29.0 | 238% | |
| Net<br>income | 0.2 | 13.1 | (98)% | 42.8 | 2.9 | 1,376% | |
| Earnings (loss) per share<br> - basic | (0.00 | ) | 0.07 | (103)% | 0.19 | 0.02 | 850% |
| Adjusted net income^1^ | 22.5 | 16.1 | 40% | 71.5 | 8.9 | 704% | |
| Adjusted EBITDA^1^ | 75.3 | 42.2 | 78% | 191.1 | 67.8 | 182% | |
| Net cash provided by operating<br> activities | 39.4 | 32.4 | 22% | 90.1 | 36.9 | 144% | |
| Free cash flow from ongoing<br> operations^1^ | 33.8 | 30.1 | 12% | 66.2 | 44.5 | 49% | |
| Capex | |||||||
| Sustaining | 25.6 | 14.8 | 73% | 46.7 | 46.8 | (0)% | |
| Non-sustaining | 0.7 | - | 0% | 1.8 | 0.2 | 800% | |
| Brownfields | 4.7 | 1.0 | 370% | 10.6 | 2.9 | 266% | |
| As<br> at | Sep<br> 30, 2021 | Dec<br> 31, 2020 | % Change | ||||
| Cash<br> and cash equivalents | 135.8 | 131.9 | 3% | ||||
| ^1^Refer to Non-IFRS financial measures and Forward Looking Statements at the end of this news release | |||||||
| Figures may not add due to rounding | |||||||
| --- |
ThirdQuarter 2021 Results
Sales for the three months ended September 30, 2021 were $162.6 million, an increase of 95% from the $83.4 million reported in Q3 2020. Lindero reported adjusted sales of $41.8 million from 23,559 ounces of gold sold. Yaramoko reported adjusted sales of $49.0 million from 27,494 ounces of gold sold. San Jose reported adjusted sales of $43.7 million, a decrease of 32% from the $64.7 million reported in Q3 2020 due to decreases in the price of silver and a 24% and 21% decrease in the volume of silver and gold ounces sold, respectively. Caylloma reported adjusted sales of $28.0 million, a 49% increase from the $18.8 million reported in Q3 2020 due primarily to a 36% increase in the volume of silver sold, and increases in the volume and price of lead and zinc sold.
Operating income for the three months ended September 30, 2021 was $21.8 million, a decrease of $6.7 million compared to Q3 2020. The decrease was due primarily to lower sales at the San Jose mine and the $9.6 million settlement of the disputed royalty claim with the SGM plus value added tax paid to the SGM, offset partly by Lindero and Yaramoko’s contribution to operating income of $10.3 million and $10.0 million respectively.
Net income for the three months ended September 30, 2021 was $0.2 million, a $12.9 million decrease from the $13.1 million net income reported in Q3 2020, primarily due to lower operating income and $10.5 million in transaction costs related to the acquisition of Roxgold Inc. The effective tax rate for the quarter was 98%.
Adjusted EBITDA for the three months ended September 30, 2021 was $75.3 million, an increase of $33.1 million compared to $42.2 million reported in Q3 2020. The increase reflects Lindero and Yaramoko´s contribution to adjusted EBITDA of $21.8 milion and $25.8 million, as well as higher EBITDA at Caylloma.
Free cash flow from ongoing operations for the three months ended September 30, 2021 was $33.8 million compared to $30.1 million in Q3 2020.
Liquidity
As of September 30, 2021, the Company had cash and cash equivalents of $135.8 million, an increase of $3.9 million from December 31, 2020.
On November 4, 2021, the Company entered into a fourth amended and restated credit agreement, effective as of November 5, 2021, which converts the Company’s prior non-revolving and revolving facility into a revolving term credit facility in the amount of $200.0 million, subject to the conditions set out below, with a term of four years and a step down to $150.0 million after three years.
Fortuna | 2
On closing of the amended credit facility, $120.0 million was available for drawdown and was drawn down in full. If a new environmental impact authorization for the San Jose mine (“San Jose EIA”) (See news release dated October 25, 2021) has not been approved or the existing San Jose EIA has not been extended by January 23, 2022, the availability of the amended credit facility will be reduced to $100.0 million. The total amended credit facility of up to $200.0 million will only become available upon receipt of the new San Jose EIA approval or San Jose EIA extension.
On November 10, 2021, Minera Cuzcatlan received written notification from SEMARNAT that its application, made in May 2021, for a 10 year extension to its Environmental Impact Authorization for the San Jose Mine which expired on October 23, 2021 had been denied. SEMARNAT denied the application for the extension citing a pending evaluation by SEMARNAT related to the regularization of ancillary infrastructure at the mine site. In addition, it cited non receipt of requested information, which the Company has already provided to the authority. The Company is reviewing the reasons for the denial with its advisors, but believes that it is fundamentally in compliance with all material aspects of the San Jose EIA and is entitled to an extension.
The San Jose mine is currently operating under the protection of the Mexican courts which allows the continued operation of the San Jose mine beyond the expiry date of the EIA. Minera Cuzcatlan has the right and intends to appeal the decision of SEMARNAT and will continue to pursue all legal protection available to it in order to continue to operate pending the appeal of the decision of SEMARNAT.
Under the terms of the amended credit facility, the Company must obtain by November 20, 2021 a permanent injunction or equivalent protection, in form and substance acceptable to the lenders acting reasonably, which allows the Company to continue to operate the mine.
Lindero Mine, Argentina
| Nine<br> months ended Sept 30, | |||
|---|---|---|---|
| 2020 | 2021 | 2020 | |
| Mine Production | |||
| Tonnes placed on the leach<br> pad | - | 4,994,134 | - |
| Gold | |||
| Grade (g/t) | - | 0.94 | - |
| Production (oz) | - | 68,088 | - |
| Metal sold (oz) | - | 63,788 | - |
| Realized price (/oz) | - | 1,775 | - |
| Unit Costs | |||
| Cash cost (/oz Au)1 | - | 635 | - |
| All-in sustaining cash<br> cost (/oz Au)1 | - | 1,182 | - |
| Capital expenditures (000's) | |||
| Sustaining | - | 21,294 | - |
| Brownfields | - | 528 | - |
| 1<br> Refer to Non-IFRS Financial Measures |
All values are in US Dollars.
During the third quarter of 2021, the onsite impact of COVID-19 diminished resulting in less disruptions to the operations, with the company screening 74 positive cases compared to 160 cases registered in the second quarter of 2021. To date, including company and contractor personnel, 94% of the workforce has been vaccinated with one dose and 40% with two doses. The government of Argentina has announced that travel restrictions will start to ease in November, which should improve lead times and onsite technical assistance from foreign vendors.
In the third quarter of 2021, a total of 1,387,134 tonnes of ore were placed on the leach pad averaging 1.10 g/t gold containing an estimated 49,247 ounces of gold. Total gold production for the quarter was 26,235 ounces, comprised of 24,318 ounces in doré and an increase of 1,918 ounces of gold-in-carbon (GIC) inventory.
Cash cost per gold ounce sold was $646, as the mine continues to ramp-up production.
All-in sustaining cash costs per gold ounce sold was $1,270 during the quarter and $1,182 year to date, slightly above the Company’s updated guidance for the full year, due primarily to timing of sustaining capital expenditures and ounces sold. The Company expects the full year results to be in-line with the updated guidance.
Total capital expenditures of $10.7 million during the quarter were related primarily to the ADR plant expansion and completion of phase 1B of the leach pad construction.
Fortuna | 3
Yaramoko Mine Complex, BurkinaFaso
| Nine<br> months ended Sept 30, | |||
|---|---|---|---|
| 2020 | 2021 | 2020 | |
| Mine Production | |||
| Tonnes<br> milled | - | 126,677 | - |
| Gold | |||
| Grade<br> (g/t) | - | 7.28 | - |
| Production<br> (oz) | - | 28,751 | - |
| Metal<br> sold (oz) | - | 27,494 | - |
| Realized<br> price (/oz) | - | 1,783 | - |
| Unit Costs | |||
| Cash<br> cost (/oz Au)1 | - | 720 | - |
| All-in<br> sustaining cash cost (/oz Au)1 | - | 1,188 | - |
| Capital<br> expenditures (000's) | |||
| Sustaining | - | 7,398 | - |
| Brownfields | - | 560 | - |
| 1<br> Refer to Non-IFRS Financial Measures |
All values are in US Dollars.
The Yaramoko Mine produced 28,751 ounces of gold in the third quarter of 2021 with an average gold head grade of 7.28 g/t; slightly below the plan for the quarter.
Unplanned downtime due to the premature changeout of a SAG mill pinion bearing in August contributed to slightly lower mill throughput of 126,677 tonnes in the quarter against a plan of 127,917 tonnes. This, in addition to some necessary re-sequencing of production stopes at the 55 Zone, due to isolated ground conditions causing bridging which resulted in a reprioritization of lower grade stopes, contributed to the minor production shortfall.
These issues have been remedied and are not expected to continue nor affect fourth quarter performance which is expected to be in line with guidance.
Cash cost per gold ounce sold was $720, which was above plan, primarily due to lower production.
All-in sustaining cash cost per gold ounce sold was $1,188, slightly above the Company’s updated guidance, due primarily to the lower production and timing of sustaining capital expenditures. The Company expects the full year results to be in-line with the updated guidance.
Capital expenditures of $8.0 million during the quarter related primarily to underground mine development costs.
Fortuna | 4
San Jose Mine, Mexico
| Nine months ended Sept 30, | |||
|---|---|---|---|
| 2020 | 2021 | 2020 | |
| Mine Production | |||
| Tonnes milled | 255,226 | 778,352 | 662,203 |
| Average tonnes milled per<br> day | 2,934 | 2,980 | 2,518 |
| Silver | |||
| Grade (g/t) | 254 | 206 | 232 |
| Recovery (%) | 92 | 91 | 92 |
| Production (oz) | 1,917,540 | 4,707,496 | 4,516,790 |
| Metal sold (oz) | 1,884,940 | 4,704,656 | 4,503,736 |
| Realized price (/oz) | 24.87 | 25.80 | 20.04 |
| Gold | |||
| Grade (g/t) | 1.52 | 1.29 | 1.42 |
| Recovery (%) | 92 | 91 | 91 |
| Production (oz) | 11,425 | 29,477 | 27,709 |
| Metal sold (oz) | 11,317 | 29,421 | 27,797 |
| Realized price (/oz) | 1,921 | 1,798 | 1,752 |
| Unit Costs | |||
| Production cash cost (/t)2 | 67.60 | 74.22 | 68.51 |
| Production cash cost (/oz<br> Ag Eq)1,2 | 7.15 | 9.28 | 7.21 |
| Net smelter return (/t) | 255.64 | 212.00 | 196.93 |
| All-in sustaining cash<br> cost (/oz Ag Eq)1,2 | 11.39 | 14.13 | 10.83 |
| Capital expenditures (000's) | |||
| Sustaining | 3,774 | 9,978 | 6,518 |
| Non-sustaining | – | 1,776 | – |
| Brownfields | 1,017 | 6,739 | 2,517 |
| 1 Production<br> cash cost silver equivalent and All-in sustaining cash cost silver equivalent are calculated using realized metal prices for each<br> period | |||
| 2 Production<br> cash cost, Production cash cost silver equivalent, and All-in sustaining cash cost silver equivalent are Non-IFRS Financial Measures,<br> refer to Non-IFRS Financial Measures |
All values are in US Dollars.
The San Jose Mine produced 1,436,658 ounces of silver and 8,910 ounces of gold during the three months ended September 30, 2021, which represents a decrease of 25% and 22%, respectively, compared to Q3 2020. The decrease was due primarily to lower grades.
The production cash cost per tonne for the three months ended September 30, 2021 was $77.52 an increase from the $67.60 per tonne in Q3 2020 primarily due to lower tonnes milled.
The all-in sustaining cash cost of payable silver equivalent for the three months ended September 30, 2021 was $15.51 per ounce, an increase from the $11.39 per ounce in Q3 2020. The increase was due primarily to higher production cash costs as noted above, increase in brownfields capital expenditures, higher royalties, and lower silver equivalent sales.
Capital expenditures totaled $7.6 million for the three months ended September 30, 2021, an increase from the $4.8 million in Q3 2020. The increase was due to the impact of COVID-19 in Q3 2020, whereby brownfields capital expenditures at the operations were significantly reduced.
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Caylloma Mine, Peru
| Nine<br> months ended Sept 30, | |||
|---|---|---|---|
| 2020 | 2021 | 2020 | |
| Mine Production | |||
| Tonnes milled | 107,002 | 401,942 | 373,915 |
| Average tonnes milled per<br> day | 1,189 | 1,517 | 1,530 |
| Silver | |||
| Grade (g/t) | 74 | 77 | 70 |
| Recovery (%) | 83 | 82 | 83 |
| Production (oz) | 210,206 | 810,962 | 704,190 |
| Metal sold (oz) | 217,281 | 830,495 | 704,843 |
| Realized price (/oz) | 24.96 | 25.80 | 19.27 |
| Lead | |||
| Grade (%) | 3.15 | 3.15 | 2.94 |
| Recovery (%) | 90 | 88 | 87 |
| Production (000's lbs) | 6,702 | 24,571 | 21,201 |
| Metal sold (000's lbs) | 6,884 | 25,354 | 21,196 |
| Realized price (/lb) | 0.86 | 0.98 | 0.82 |
| Zinc | |||
| Grade (%) | 4.93 | 4.67 | 4.58 |
| Recovery (%) | 89 | 87 | 88 |
| Production (000's lbs) | 10,313 | 36,169 | 33,110 |
| Metal sold (000's lbs) | 10,628 | 36,775 | 32,999 |
| Realized price (/lb) | 1.07 | 1.31 | 0.98 |
| Unit Costs | |||
| Production cash cost (/t)2 | 76.80 | 85.17 | 74.72 |
| Production cash cost (/oz<br> Ag Eq)1,2 | 14.40 | 13.25 | 13.67 |
| Net smelter return (/t) | 162.82 | 193.90 | 119.79 |
| All-in sustaining cash<br> cost (/oz Ag Eq)1,2 | 19.53 | 18.17 | 17.73 |
| Capital expenditures (000's) | |||
| Sustaining | 1,213 | 8,024 | 4,042 |
| Brownfields | 65 | 2,810 | 415 |
| 1<br> Production cash cost silver equivalent and All-in sustaining cash cost silver equivalent are calculated using realized metal<br> prices for each period | |||
| 2<br> Production cash cost, Production cash cost silver equivalent, and All-in sustaining cash cost silver equivalent are Non-IFRS<br> Financial Measures, refer to Non-IFRS Financial Measures |
All values are in US Dollars.
The Caylloma Mine produced 275,223 ounces of silver, 8.2 million pounds of lead and 12.4 million pounds of zinc during the three months ended September 30, 2021, an increase of 31%, 23%, and 21% respectively compared to Q3 2020. The increased metal production was due to higher head grades for all metals and higher recoveries for silver and lead. Gold production for the third quarter of 2021 totaled 1,529 ounces with an average head grade of 0.48 g/t, an increase of 12% over Q3 2020
The production cash cost per tonne for the three months ended September 30, 2021 was $86.04, an increase from the $76.80 in Q3 2020. The increase was due primarily to higher mining costs on increased mine preparation activities and higher planned maintenance costs in the processing plant.
The all-in sustaining cash cost of payable silver equivalent for the three months ended September 30, 2021 was $17.66 per ounce, a decrease from the $19.53 per ounce in Q3 2020*.* The decrease was due primarily to higher silver equivalent sales, offset partly by the higher production cash cost per tonne as noted above.
Capital expenditures totaled $4.8 million for the three months ended September 30, 2021, an increase from the $1.3 million in Q3 2020. The increase was primarily due to the impact of COVID-19 during Q3 2020, whereby capital expenditures were significantly reduced.
On October 16, 2021, the Company signed a community support with the Municipality of Caylloma, which includes a voluntary payment of 2.2 million Peruvian soles per year over the four year term agreement, starting in the fourth quarter of 2021. The resources will be used for the implementation of programs or projects for the sustainable development of the Caylloma District.
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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 is the Company’s Qualified Person (as defined by National Instrument 43-101). Mr. Chapman has reviewed and approved the scientific and technical information contained in this news release and has verified the underlying data.
Non-IFRS FinancialMeasures
The following tables represent the calculation of certain Non-IFRS financial measures as referenced in this news release. In alignment with the World Gold Council standard for all-in sustaining cash cost and all-in cash cost, the Company has presented the cash cost figures on a sold ounce basis for all periods presented and has excluded royalties that are under the scope of IAS 12 – Income Taxes, with the change from the previously presented figures being applied retrospectively to prior periods.
Reconciliation to Adjusted Net Incomefor the three and nine months ended September 30, 2021 and 2020
| Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | |||
|---|---|---|---|---|
| Consolidated | 2021 | 2020 | 2021 | 2020 |
| Net income | 0.2 | 13.1 | 42.8 | 2.9 |
| Adjustments, net of tax: | ||||
| Community<br> support provision and accruals^1^ | - | - | 0.1 | - |
| Foreign<br> exchange loss, Lindero Mine^2^ | 1.2 | 2.7 | 3.8 | 8.6 |
| Share<br> of loss from associates | - | - | - | 0.1 |
| Investment<br> income | - | - | - | (3.3) |
| Roxgold<br> transaction costs | 10.5 | - | 14.1 | - |
| SGM<br> Royalty settlement | 6.7 | - | 6.7 | - |
| Other<br> non-cash/non-recurring items | 3.9 | 0.3 | 4.0 | 0.6 |
| Adjusted<br> Net Income (loss) | 22.5 | 16.1 | 71.5 | 8.9 |
| ^1^ Amounts are recorded in Cost of sales | ||||
| ^2^ Amounts are recorded in General and Administration |
Reconciliationto Adjusted EBITDA for the three and nine months ended September 30, 2021 and 2020
| Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | |||
|---|---|---|---|---|
| Consolidated | 2021 | 2020 | 2021 | 2020 |
| Net<br> income | 0.2 | 13.1 | 42.8 | 2.9 |
| Adjustments: | ||||
| Community<br> support provision and accruals | - | 0.1 | (0.1) | - |
| Inventory<br> adjustment | 1.8 | - | 1.7 | - |
| Foreign<br> exchange loss, Lindero Mine | 1.2 | 2.7 | 3.8 | 8.7 |
| Net<br> finance items | 4.0 | 0.4 | 8.5 | 1.1 |
| Depreciation,<br> depletion, and amortization | 37.8 | 11.1 | 77.5 | 31.6 |
| Income<br> taxes | 8.9 | 15.0 | 34.2 | 28.3 |
| Share<br> of loss from associates | - | - | - | 0.1 |
| Investment<br> income | - | - | - | (3.3) |
| SGM<br> Royalty settlement | 9.6 | - | 9.6 | - |
| Roxgold<br> transaction costs | 10.5 | - | 14.1 | - |
| Other<br> non-cash/non-recurring items | 1.3 | (0.2) | (1.0) | (1.6) |
| Adjusted<br> EBITDA | 75.3 | 42.2 | 191.1 | 67.8 |
Reconciliationof Free Cash Flow from ongoing operations for three and nine months ended September 30, 2021 and 2020
| Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | |||
|---|---|---|---|---|
| Consolidated | 2021 | 2020 | 2021 | 2020 |
| (Restated) | (Restated) | |||
| Net cash<br> provided by operating activities | 39.4 | 32.4 | 90.1 | 36.9 |
| Adjustments | ||||
| Roxgold<br> transaction costs | 24.9 | - | 27.9 | - |
| Change<br> in long term receivables and assets | 0.1 | (0.3) | (0.0) | (0.9) |
| Additions<br> to mineral properties, plant and equipment | (32.2) | (5.6) | (55.4) | (13.8) |
| Impact<br> of adoption in IAS 16 and Production costs | - | 13.1 | - | 25.2 |
| Current<br> income tax expense | (9.0) | (15.5) | (35.2) | (25.5) |
| Income<br> taxes paid | 12.6 | 6.0 | 43.6 | 22.6 |
| Other<br> adjustments | (1.9) | - | (4.8) | - |
| Free<br> cash flow from ongoing operations | 33.8 | 30.1 | 66.2 | 44.5 |
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Reconciliationof Cash Cost per Ounce of Gold Sold for the three and nine months ended September 30, 2021 and 2020
| Lindero Mine | Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | |||
|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||
| Cost<br> of sales | 29,508 | - | 75,974 | - | |
| Changes<br> in dore inventory | 1,456 | - | 2,458 | - | |
| Inventory<br> adjustment | (1,743) | - | (1,743) | - | |
| Export<br> duties | (3,137) | - | (8,519) | - | |
| Depletion<br> and depreciation | (9,092) | - | (24,512) | - | |
| By<br> product credits | (55) | - | (183) | - | |
| Production<br> cash cost | 16,937 | - | 43,475 | - | |
| Changes<br> in dore inventory | (1,456) | - | (2,458) | - | |
| Realized<br> gain in diesel hedge | (272) | - | (525) | - | |
| Cash<br> cost applicable per gold ounce sold | A | 15,209 | - | 40,492 | - |
| Ounces<br> of gold sold | B | 23,549 | - | 63,762 | - |
| Cash<br> cost per ounce of gold sold ($/oz) | =A/B | 646 | - | 635 | - |
| Yaramoko Mine | Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | |||
| --- | --- | --- | --- | --- | --- |
| 2021 | 2020 | 2021 | 2020 | ||
| Cost<br> of sales | 38,431 | - | 38,431 | - | |
| Changes<br> in dore inventory | 823 | - | 823 | - | |
| Export<br> duties | (2,975) | - | (2,975) | - | |
| Depletion<br> and depreciation | (15,739) | - | (15,739) | - | |
| By<br> product credits | (61) | - | (61) | - | |
| Production<br> cash cost | 20,479 | - | 20,479 | - | |
| Changes<br> in dore inventory | (823) | - | (823) | - | |
| Refining<br> charges | 138 | - | 138 | - | |
| Cash<br> cost applicable per gold ounce sold | A | 19,794 | - | 19,794 | - |
| Ounces<br> of gold sold | B | 27,475 | - | 27,475 | - |
| Cash<br> cost per ounce of gold sold ($/oz) | =A/B | 720 | - | 720 | - |
Reconciliationof All-in Sustaining Cash Cost per Ounce of Gold Sold for the three and nine months ended September 30, 2021 and 2020
| Lindero Mine | Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | ||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| Cash<br> cost applicable | 15,209 | - | 40,492 | - |
| Export<br> duties and mining taxes | 3,137 | - | 8,519 | - |
| General<br> and administrative expenses (operations) | 1,387 | - | 4,003 | - |
| Adjusted<br> operating cash cost | 19,733 | - | 53,014 | - |
| Sustaining<br> leases | 740 | - | 1,796 | - |
| Sustaining<br> capital expenditures^1^ | 9,385 | - | 20,040 | - |
| Brownfields<br> exploration expenditures^1^ | 47 | - | 489 | - |
| All-in<br> sustaining cash cost | 29,905 | - | 75,339 | - |
| All-in<br> cash cost | 29,905 | - | 75,339 | - |
| Ounces<br> of gold sold | 23,549 | - | 63,762 | - |
| All-in<br> sustaining cash cost per ounce of gold sold | 1,270 | - | 1,182 | - |
| All-in<br> cash cost per ounce of gold sold | 1,270 | - | 1,182 | - |
| ^1^ Presented on a cash basis |
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| Yaramoko Mine | Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | ||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| Cash<br> cost applicable | 19,794 | - | 19,794 | - |
| Export<br> duties and mining taxes | 2,975 | - | 2,975 | - |
| General<br> and administrative expenses (operations) | 439 | - | 439 | - |
| Adjusted<br> operating cash cost | 23,208 | - | 23,208 | - |
| Sustaining<br> leases | 1,467 | - | 1,467 | - |
| Sustaining<br> capital expenditures^1^ | 7,398 | - | 7,398 | - |
| Brownfields<br> exploration expenditures^1^ | 560 | - | 560 | - |
| All-in<br> sustaining cash cost | 32,633 | - | 32,633 | - |
| All-in<br> cash cost | 32,633 | - | 32,633 | - |
| Ounces<br> of gold sold | 27,475 | - | 27,475 | - |
| All-in<br> sustaining cash cost per ounce of gold sold | 1,188 | - | 1,188 | - |
| All-in<br> cash cost per ounce of gold sold | 1,188 | - | 1,188 | - |
| ^1^ Presented on a cash basis |
Reconciliationof Production Cash Cost per Tonne and Cash Cost per Payable Ounce of Silver Equivalent Sold for the three and nine months ended September 30,2021 and 2020
| San<br> Jose Mine | Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | |||
|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||
| Cost<br> of sales | 29,980 | 29,574 | 90,051 | 73,288 | |
| Changes<br> in concentrate inventory | (31) | 340 | 63 | 277 | |
| Depletion<br> and depreciation in concentrate inventory | 54 | (592 | ) | 21 | (587) |
| Inventory<br> adjustment | (35) | - | 46 | 2 | |
| Royalties<br> and mining taxes | (1,641) | (1,239 | ) | (4,368) | (2,878) |
| Workers<br> participation | (1,218) | (2,970 | ) | (4,573) | (5,059) |
| Depletion<br> and depreciation | (7,808) | (7,859 | ) | (23,468) | (19,677) |
| Cash<br> cost | 19,301 | 17,254 | 57,772 | 45,366 | |
| Total<br> processed ore (tonnes) | 248,984 | 255,226 | 778,352 | 662,203 | |
| Production<br> cash cost per tonne (/t) | 77.52 | 67.60 | 74.22 | 68.51 | |
| Cash<br> cost | 19,301 | 17,254 | 57,772 | 45,366 | |
| Changes<br> in concentrate inventory | 31 | (340 | ) | (63) | (277) |
| Depletion<br> and depreciation in concentrate inventory | (54) | 592 | (21) | 587 | |
| Inventory<br> adjustment | 35 | - | (46) | (2) | |
| Treatment<br> charges | (2,622) | 322 | (441) | 103 | |
| Refining<br> charges | 3,539 | 1,064 | 3,161 | 2,554 | |
| Cash<br> cost applicable per payable ounce sold | 20,230 | 18,892 | 60,362 | 48,331 | |
| Payable<br> ounces of silver equivalent sold1 | 2,024,487 | 2,640,492 | 6,501,691 | 6,702,294 | |
| Cash<br> cost per ounce of payable silver equivalent sold2 (/oz) | 9.99 | 7.15 | 9.28 | 7.21 | |
| Mining<br> cost per tonne | 38.00 | 34.30 | 38.74 | 35.74 | |
| Milling<br> cost per tonne | 17.22 | 15.45 | 16.71 | 16.46 | |
| Indirect<br> cost per tonne | 14.79 | 9.38 | 12.66 | 8.91 | |
| Community<br> relations cost per tonne | 3.08 | 6.51 | 1.44 | 4.17 | |
| Distribution<br> cost per tonne | 4.43 | 1.96 | 4.67 | 3.23 | |
| Production<br> cash cost per tonne (/t) | 77.52 | 67.60 | 74.22 | 68.51 | |
| 1 Silver<br> equivalent sold for Q3 2021 is calculated using a silver to gold ratio of 73.9:1 (Q3 2020: 77.2:1) and for Q3 2021 YTD: silver to<br> gold ratio of 69.7:1 (Q3 2020 YTD: 87.4:1) | |||||
| 2 Silver<br> equivalent is calculated using the realized prices for gold and silver. |
All values are in US Dollars.
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| Caylloma<br> Mine | Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | ||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| Cost<br> of sales | 17,302 | 11,812 | 49,332 | 38,882 |
| Changes<br> in concentrate inventory | (670) | (262) | (899) | 27 |
| Depletion<br> and depreciation in concentrate inventory | 133 | 98 | 155 | 227 |
| Royalties<br> and mining taxes | (68) | (71) | (157) | (390) |
| Provision<br> for community support | - | 2 | - | 101 |
| Workers<br> participation | (412) | (583) | (1,624) | (411) |
| Depletion<br> and depreciation | (4,549) | (2,778) | (12,575) | (10,496) |
| Cash<br> cost | 11,736 | 8,218 | 34,232 | 27,940 |
| Total<br> processed ore (tonnes) | 136,410 | 107,002 | 401,942 | 373,916 |
| Production<br> cash cost per tonne (/t) | 86.04 | 76.80 | 85.17 | 74.72 |
| Cash<br> cost | 11,736 | 8,218 | 34,232 | 27,940 |
| Changes<br> in concentrate inventory | 670 | 262 | 899 | (27) |
| Depletion<br> and depreciation in concentrate inventory | (133) | (98) | (155) | (227) |
| Treatment<br> charges | 4,378 | 4,414 | 11,125 | 13,977 |
| Refining<br> charges | 459 | 339 | 1,292 | 1,082 |
| Cash<br> cost applicable per payable ounce sold | 17,110 | 13,135 | 47,393 | 42,745 |
| Payable<br> ounces of silver equivalent sold1 | 1,341,997 | 912,207 | 3,577,778 | 3,127,621 |
| Cash<br> cost per ounce of payable silver equivalent sold2 (/oz) | 12.75 | 14.40 | 13.25 | 13.67 |
| Mining<br> cost per tonne | 33.82 | 30.80 | 32.24 | 32.64 |
| Milling<br> cost per tonne | 15.95 | 14.58 | 15.00 | 13.94 |
| Indirect<br> cost per tonne | 28.05 | 23.95 | 29.50 | 21.03 |
| Community<br> relations cost per tonne | 0.51 | 6.92 | 0.72 | 4.58 |
| Distribution<br> cost per tonne | 7.71 | 0.55 | 7.71 | 2.53 |
| Production<br> cash cost per tonne (/t) | 86.04 | 76.80 | 85.17 | 74.72 |
| 1 Silver<br> equivalent sold for Q3 2021 is calculated using a silver to gold ratio of 72.5:1 (Q3 2020: 78.3:1) , silver to lead ratio of 1:23.3<br> pounds (Q3 2020: 1:29.2), and silver to zinc ratio of 1:18.2 pounds (Q3 2020: 1:23.2). YTD 2021: silver to<br> gold ratio of 69.4:1 (Q3 2020 YTD: 96.4:1), silver to lead ratio of 1:26.3 pounds (Q3 2020 YTD: 1:23.6), and silver to zinc ratio<br> of 1:19.7 pounds (Q3 2020 YTD: 1:19.7) | ||||
| 2 Silver<br> equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales<br> and Realized Prices |
All values are in US Dollars.
Reconciliationof All-in Sustaining Cash Cost and All-in Cash Cost per Payable Ounce of Silver Equivalent Sold for three and nine months ended September 30,2021 and 2020
| San Jose Mine | Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | ||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| Cash<br> cost applicable | 20,230 | 18,897 | 60,362 | 48,346 |
| Royalties<br> and mining taxes | 1,641 | 1,239 | 4,368 | 2,878 |
| Workers'<br> participation | 1,522 | 3,713 | 5,716 | 6,324 |
| General<br> and administrative expenses (operations) | 1,719 | 1,363 | 5,022 | 4,228 |
| Adjusted<br> operating cash cost | 25,112 | 25,212 | 75,468 | 61,776 |
| Care<br> and maintenance costs (impact of COVID-19) | - | - | - | 1,568 |
| Sustaining<br> leases | 184 | 63 | 447 | 188 |
| Sustaining<br> capital expenditures^3^ | 3,553 | 3,774 | 9,525 | 6,518 |
| Brownfields<br> exploration expenditures^3^ | 2,547 | 1,017 | 6,437 | 2,517 |
| All-in<br> sustaining cash cost | 31,397 | 30,066 | 91,878 | 72,567 |
| Non-sustaining<br> capital expenditures^3^ | 745 | 125 | 1,776 | 374 |
| All-in<br> cash cost | 32,142 | 30,191 | 93,654 | 72,941 |
| Payable<br> ounces of silver equivalent sold^1^ | 2,024,487 | 2,640,492 | 6,501,691 | 6,702,294 |
| All-in<br> sustaining cash cost per ounce of payable silver equivalent sold^2^ | 15.51 | 11.39 | 14.13 | 10.83 |
| All-in<br> cash cost per ounce of payable silver equivalent sold^2^ | 15.88 | 11.43 | 14.40 | 10.88 |
| ^1^ Silver<br> equivalent sold for Q3 2021 is calculated using a silver to gold ratio of 73.9:1 (Q3 2020: 77.2:1) and for Q3 2021 YTD: silver to<br> gold ratio of 69.7:1 (Q3 2020 YTD: 87.4:1) | ||||
| ^2^ Silver<br> equivalent is calculated using the realized prices for gold and silver. | ||||
| ^3^Presented<br> on a cash basis |
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| Caylloma Mine | Three<br> months ended Sept 30, | Nine<br> months ended Sept 30, | ||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| Cash<br> cost applicable | 17,110 | 13,562 | 47,392 | 44,825 |
| Royalties<br> and mining taxes | 68 | 71 | 157 | 390 |
| Workers'<br> participation | 465 | 644 | 1,886 | 477 |
| General<br> and administrative expenses (operations) | 630 | 701 | 2,700 | 2,514 |
| Adjusted<br> operating cash cost | 18,273 | 14,978 | 52,135 | 48,206 |
| Sustaining<br> leases | 780 | 695 | 2,170 | 1,930 |
| Sustaining<br> capital expenditures^3^ | 3,480 | 1,213 | 7,930 | 4,042 |
| Brownfields<br> exploration expenditures^3^ | 1,168 | 65 | 2,777 | 415 |
| All-in<br> sustaining cash cost | 23,701 | 16,951 | 65,012 | 54,593 |
| All-in<br> cash cost | 23,701 | 17,814 | 65,012 | 55,456 |
| Payable<br> ounces of silver equivalent sold^1^ | 1,341,997 | 912,207 | 3,577,778 | 3,127,621 |
| All-in<br> sustaining cash cost per ounce of payable silver equivalent sold^2^ | 17.66 | 19.53 | 18.17 | 17.73 |
| All-in<br> cash cost per ounce of payable silver equivalent sold^2^ | 17.66 | 19.53 | 18.17 | 17.73 |
| ^1^ Silver<br> equivalent sold for Q3 2021 is calculated using a silver to gold ratio of 72.5:1 (Q3 2020: 78.3:1) , silver to lead ratio of 1:23.3<br> pounds (Q3 2020: 1:29.2), and silver to zinc ratio of 1:18.2 pounds (Q3 2020: 1:23.2). YTD 2021: silver to<br> gold ratio of 69.4:1 (Q3 2020 YTD: 96.4:1), silver to lead ratio of 1:26.3 pounds (Q3 2020 YTD: 1:23.6), and silver to zinc ratio<br> of 1:19.7 pounds (Q3 2020 YTD: 1:19.7) | ||||
| ^2^Silver<br> equivalent is calculated using the realized prices for gold, silver, lead, and zinc. Refer to Financial Results - Sales<br> and Realized Prices | ||||
| ^3^ Presented on a cash basis |
Additional information regarding the Company’s financial results and activities underway are available in the Company’s third quarter 2021 Financial Statements and accompanying Management’s Discussion and Analysis for the three and nine months ended September 30, 2021, which are available for download on the Company’s website, www.fortunasilver.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.
ConferenceCall and Webcast
A conference call to discuss the financial and operational results will be held on Friday, November 12, 2021 at 9:00 a.m. Pacific time | 12:00 p.m. Eastern time. Hosting the call will be Jorge A. Ganoza, President and CEO, and Luis D. Ganoza, Chief Financial Officer.
Shareholders, analysts, media and interested investors are invited to listen to the live conference call by logging onto the webcast at: https://www.webcaster4.com/Webcast/Page/1696/43329 or over the phone by dialing in just prior to the starting time.
Conferencecall details:
Date: Friday, November 12, 2021
Time: 9:00 a.m. Pacific time | 12:00 p.m. Eastern time
Dial in number (Toll Free): +1. 888.506.0062
Dial in number (International): +1.973.528.0011
Entry code: 664594
Replay number (Toll Free): +1.877.481.4010
Replay number (International): +1.919.882.2331
Replay Passcode: 43329
Playback of the earnings call will be available until Friday, November 26, 2021. Playback of the webcast will be available until Saturday, November 12, 2022. In addition, a transcript of the call will be archived on the Company’s website at https://fortunasilver.com/investors/financial-reports/.
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AboutFortuna 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 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 stakeholders through efficient production, environmental protection, and social responsibility. For more information, please visit our website.
ON BEHALF OF THE BOARD
JorgeA. Ganoza
President, CEO, and Director
Fortuna Silver Mines Inc.
Investor Relations:
CarlosBaca | info@fortunasilver.com
Forward-lookingStatements
This news release contains forward-lookingstatements 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 LitigationReform Act of 1995 (collectively, "Forward-looking Statements"). All statements included herein, other than statements of historicalfact, are Forward-looking Statements and are subject to a variety of known and unknown risks and uncertainties which could cause actualevents or results to differ materially from those reflected in the Forward-looking Statements. The Forward-looking Statements in thisnews release include, without limitation, statements about the Company's plans for its mines and mineral properties; the Company’santicipated performance in 2021; estimated updated production forecasts and sales for 2021; estimated updated production costs and all-insustaining cash costs for 2021; estimated capital expenditures in 2021; estimated brownfields and greenfields expenditures in 2021; thefuture estimated impact of COVID-19 on the Company’s production, workforce, business, operations and financial condition; metalprice estimates; estimated metal grades in 2021; the estimated amount of ore to be placed on the leach pad at the Lindero Mine in 2021,the grade of gold and the amount of gold estimated to be contained therein; the Company’s plans for the construction of an openpit mine at the Seguela project in Cote d’Ivoire; the econcomics for the construction of the mine at the Seguela project as setout in the feasibility study, the estimated construction capex for the project, the timelines and schedules for the construction and productionof gold; undisclosed risks and liabilities relating to the Roxgold business combination; risks that the anticipated benefits of the Roxgoldbusiness combination will not be realized or fully realized; the Company's business strategy, plans and outlook; the merit of the Company'smines and mineral properties; mineral resource and reserve estimates; production costs; timelines; the future financial or operating performanceof the Company; expenditures; the ability of the Company to successfully appeal the denial to the extension of the San Jose EIA; the abilityof the Company to repay or refinance its credit facility in the event that the Company does not obtain an extension to the San Jose EIA;approvals and other matters. Often, but not always, these Forward-looking Statements can be identified by the use of words such as "estimated", “expected”, “anticipated”, "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "planned", "reflecting", "will", "containing", "remaining", "to be", or statements that events, "could" or "should" occuror be achieved and similar expressions, including negative variations.
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 prolonged 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 in 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; the ability of the Company to successfully appeal the decision of SEMARNAT denying the extension to the San Jose EIA;obtaining a pemanent injunction or equivalent protection from the Mexican Courts to allow the continued operation of the San Jose pendingthe approval of the appeal to the denial of the extension of the San Jose EIA; fluctuation in currencies and foreign exchange rates; inflation;the imposition of capital controls in countries in which the Company operates; any extension of the currency controls in Argentina; changesin the prices of key supplies; technological and operational hazards in Fortuna’s mining and mine development activities; delaysin the ramp up of production at Lindero which may cause delays in the commencement of commercial production; risks inherent in mineralexploration; uncertainties inherent in the estimation of mineral reserves, mineral resources, and metal recoveries; changes to currentestimates of mineral reserves and resources; changes to production and cost estimates; changes in the position of regulatory authoritieswith respect
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to the granting of approvals or permits; governmental and other approvals; changes in government, political unrest or instabilityin countries where Fortuna is active; labor relations issues; as well as those factors discussed under “Risk Factors” in theCompany's Annual Information Form. Although the Company has attempted to identify important factors that could cause actual actions, eventsor results to differ materially from those described in Forward-looking Statements, there may be other factors that cause actions, eventsor results to differ from those anticipated, estimated or intended.
Forward-looking Statements contained hereinare based on the assumptions, beliefs, expectations and opinions of management, including but not limited to the accuracy of the Company’scurrent mineral resource and reserve estimates; that the Company’s activities will be in accordance with the Company’s publicstatements and stated goals; that there will be no material adverse change affecting the Company or its properties; changes to productionestimates (which assume accuracy of projected ore grade, mining rates, recovery timing, and recovery rate estimates and may be impactedby unscheduled maintenance, labour and contractor availability and other operating or technical difficulties); the duration and impactsof COVID-19 on the Company’s production, workforce, business, operations and financial condition, and the risks relating to a globalpandemic, which unless contained could cause a slowdown in global economic growth; government mandates in Peru, Mexico, Argentina, BurkinaFaso and Côte d’Ivoire with respect to mining operations generally or auxiliary businesses or services required for the Company’soperations; government and the Company’s attempts to reduce the spread of COVID-19 which may affect many aspects of the Company’soperations, including transportation of personnel to and from site, contractor and supplier availability and the ability to sell or deliverconcentrate and doré; the expected trends in mineral prices and currency exchange rates; that the Company’s activities willbe in accordance with the Company’s public statements and stated goals; that there will be no material adverse change affectingthe Company or its properties; that the Company will obtain an extension to the San Jose EIA; that all required approvals and permitswill be obtained for the Company’s business and operations; that there will be no significant disruptions affecting operationsand such other assumptions as set out herein. Forward-looking Statements are made as of the date hereof and the Company disclaims anyobligation to update any Forward-looking Statements, whether as a result of new information, future events or results or otherwise, exceptas required by law. There can be no assurance that these Forward-looking Statements will prove to be accurate, as actual results andfuture events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue relianceon Forward-looking Statements.
Non-IFRSFinancial Measures
Thisnews release also refers to Non-IFRS financial measures, such as production cash cost per tonne; cash cost per payable ounce of silver;all-in sustaining cash cost; all-in cash cost; adjusted net (loss) income; operating cash flow per share before changes in working capital,income taxes, and interest income; and adjusted EBITDA. These measures do not have a standardized meaning or method of calculation, eventhough the descriptions of such measures may be similar. These performance measures have no meaning under International Financial ReportingStandards (IFRS) and therefore, amounts presented may not be comparable to similar data presented by other mining companies.
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