Fortuna Mining Corp 6-K, filed May 6, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

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

For the month of May 2020

Commission File Number 001-35297

Fortuna Silver Mines Inc.

(Translation of registrant’s name into English)

200 Burrard Street, Suite 650, Vancouver, British Columbia, Canada V6C 3L6

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

FORM 20-F   ¨          FORM 40-F  þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibits:

99.1       NewsRelease dated May 5, 2020

Exhibit 99.1

Fortuna announces proposed amendmentsto financial covenants in credit facility

Vancouver, May 5, 2020-- Fortuna SilverMines, Inc. (NYSE: FSM) (TSX: FVI) provides an update on discussions with its senior lenders to amend the financial covenants contained in its US$150 million credit facility (the “Credit Facility”) (refer to Fortuna news release dated April 2, 2020).

The Credit Facility requires the Company to maintain a total debt to EBITDA ratio of not greater than 3:1.   As of the financial year ended December 31, 2019, the total debt to EBITDA ratio was 1.7:1.

Government-mandated constraints on business to curb the spread of COVID-19 in Peru and Mexico, which host the Company’s operating mines, have resulted in reduced operations at the Caylloma Mine during the first quarter of 2020, and subsequent to the end of the quarter, have resulted in the suspension of operations at the San Jose Mine. As a result, the Company has entered into discussions with its senior lenders under the Credit Facility, and obtained agreement in principle to amend the financial covenants as follows:

The interest rate on the Credit Facility will continue to be based on a sliding scale at one-month LIBOR plus an applicable margin ranging from 2.5% to 3.5% but will be amended to be based on the Net Senior Secured Debt to EBITDA ratio.

The amendment to the Credit Facility is subject to the completion of definitive documentation between the parties.

Note:

1.       Interest coverage is to be based on rolling four quarters of EBITDA and Interest Expense, beginning with the four quarters covering the third quarter of 2019 to the second quarter of 2020, for the remainder of the term of the Credit Facility

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About Fortuna Silver Mines Inc.

Fortuna is a growth oriented, precious metals producer focused on mining opportunities in Latin America. Our primary assets are the Caylloma silver Mine in southern Peru, the San Jose silver-gold Mine in Mexico and the Lindero gold Project, currently under construction, in Argentina. The Company is selectively pursuing acquisition opportunities throughout the Americas and in select other areas. For more information, please visit our website at www.fortunasilver.com.

ON BEHALF OF THE BOARD

Jorge A. Ganoza

President, CEO and Director

Fortuna Silver Mines Inc.

Trading symbols: NYSE: FSM |

TSX: FVI

Investor Relations:

Carlos Baca

T (Peru): +51.1.616.6060, ext. 0

Forward-looking Statements

This news release contains forward-lookingstatements which constitute “forward-looking information” within the meaning of applicable Canadian securities legislationand “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private SecuritiesLitigation Reform Act of 1995 (collectively, “Forward-looking Statements”). All statements included herein, other thanstatements of historical fact, are Forward-looking Statements and are subject to a variety of known and unknown risks and uncertaintieswhich could cause actual events or results to differ materially from those reflected in the Forward-looking Statements. The Forward-lookingStatements in this news release may include, without limitation, statements about the execution of definitive documents to amendthe terms of the Credit Facility; the duration and effects of COVID-19 and any other pandemics on the Company’s workforce,business, operations and financial condition, and the risks relating to a global pandemic, which unless contained could cause aslowdown in global economic growth and impact the Company’s business, operations, financial condition and share price; theduration of the reduced operations at the Caylloma mine, the duration of the suspension of operations at the San Jose mine;. Often,but not always, these Forward-looking Statements can be identified by the use of words such as “estimated”, “potential”, “open”, “future”, “assumed”, “projected”, “used”, “detailed”, “has been”, “gain”, “planned”, “reflecting”, “will”, “containing”, “remaining”, “to be”, or statements that events, “could” or “should” occur or beachieved and similar expressions, including negative variations.

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Forward-looking Statements involve knownand unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Companyto be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements.Such uncertainties and factors include, among others, there can be no assurance that the parties will enter into a definitive agreementto amend the terms of the Credit Facility; the worldwide economic and social impact of COVID-19, the duration and extent of COVID-19,changes in general economic conditions and financial markets; the duration of government restrictions on business related to COVID-19including operations at the Caylloma mine and the San Jose mine; changes in prices for silver and other metals; technological andoperational hazards in Fortuna’s mining and mine development activities; risks inherent in mineral exploration; uncertaintiesinherent in the estimation of mineral reserves, mineral resources, and metal recoveries; changes to current estimates of mineralreserves and resources; changes to production estimates; governmental and other approvals; changes in government, political unrestor instability in countries where Fortuna is active; labor relations issues; as well as those factors discussed under “RiskFactors” in the Company's Annual Information Form. Although the Company has attempted to identify important factors thatcould cause actual actions, events or results to differ materially from those described in Forward-looking Statements, there maybe other factors that cause actions, events or results to differ from those anticipated, estimated or intended.

Forward-looking Statements containedherein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to that the partieswill enter into a definitive agreement to amend the terms of the Credit Facility; management of the worldwide economic and socialimpact of COVID-19, that the duration and extent of COVID-19 is minimized and not long-term, the expected trends in mineral pricesand currency exchange rates; the accuracy of the Company’s current mineral resource and reserve estimates; that the Company’sactivities will be in accordance with the Company’s public statements and stated goals; that there will be no material adversechange affecting the Company or its properties; that all required approvals will be obtained; that there will be no significantdisruptions affecting operations and such other assumptions as set out herein. Forward-looking Statements are made as of the datehereof and the Company disclaims any obligation to update any Forward-looking Statements, whether as a result of new information,future events or results or otherwise, except as required by law. There can be no assurance that the Company will be successfulin its legal proceedings or that these Forward-looking Statements will prove to be accurate, as actual results and future eventscould differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on Forward-lookingStatements.