Fortuna Mining Corp (FSM) 6-K, filed Jun 29, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

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

For the month of June 2021

Commission File Number 001-35297

Fortuna Silver Mines Inc.

(Translation of registrant’s name into English)

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

(Address of principal executive office)

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

FORM 20-F ¨ FORM 40-F x

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

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

SIGNATURES

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

	Fortuna Silver Mines Inc.
	(Registrant)
Date: June 28, 2021	By:	/s/ "Jorge Ganoza Durant"
		Jorge Ganoza Durant
		President<br>and CEO

Exhibits:

99.1	Report of Voting Results
99.2	News release dated June 28, 2021
---	---

Exhibit 99.1

Annual and Special Meeting of Shareholders ofFortuna Silver Mines Inc. (the "Company") held on June 28, 2021

Report of Voting Resultspursuant to Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations

The following matters were voted upon at the annual and special meeting (the "Meeting") of the holders ("Shareholders") of common shares of Fortuna Silver Mines Inc. (the "Company") held in a virtual-only format via live audio webcast on Monday, June 28, 2021 at 9:00 a.m. (Pacific time). The matters voted upon are described in greater detail in the Company's management information circular dated May 26, 2021 (the "Information Circular"), which is available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov and on the Company's website at www.fortunasilver.com.

Matters Voted Upon

			Votes Cast
Item of Business		Outcome		For		Against
1.	Ordinary resolution, the full text of which is set out in Schedule "A" to the Information Circular, to approve the issuance by the Company of up to 110,128,963 Common Shares of the Company to the shareholders of Roxgold Inc. ("Roxgold") in exchange for all of the issued and outstanding shares of Roxgold pursuant to the transaction contemplated by the arrangement agreement dated April 26, 2021 between the Company and Roxgold.	Approved		37,829,172		1,311,875
				(96.65	%)	(3.35	%)
2.	Ordinary resolution to fix the number of directors elected to the board of the Company at six.	Approved		38,543,472		597,574
				(98.47	%)	(1.53	%)
			Votes Cast
---	---	---	---	---	---	---	---	---
Item of Business		Outcome	For			Withheld
3.	The election of the following nominees as directors of the Company until the next annual meeting of Shareholders or until their successors are elected or appointed:
	Jorge A. Ganoza Durant	Elected		38,509,971			631,076
				(98.39	%)		(1.61	%)
	David Laing	Elected		37,097,973			2,043,074
				(94.78	%)		(5.22	%)
	Mario Szotlender	Elected		38,312,437			828,610
				(97.88	%)		(2.12	%)
	David Farrell	Elected		36,315,260			2,825,786
				(92.78	%)		(7.22	%)
	Alfredo Sillau	Elected		38,293,545			847,501
				(97.83	%)		(2.17	%)
	Kylie Dickson	Elected		38,357,208			783,839
				(98.00	%)		(2.00	%)

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			Votes Cast
Item of Business		Outcome	For			Withheld
4.	Ordinary<br>resolution to approve the re-appointment of KPMG LLP as auditors of the Company until the next annual meeting of Shareholders or until<br>their successors are appointed, at a remuneration to be fixed by the board of directors of the Company.	Approved		69,528,259			1,023,113
				(98.55	%)		(1.45	%)

Exhibit 99.2

Fortunaand Roxgold shareholders approve business combination to create a global premier growth-oriented intermediate gold and silver producer

Vancouver, June 28, 2021 – FortunaSilver Mines Inc. (“Fortuna”) (NYSE: FSM | TSX: FVI) and Roxgold Inc. (“Roxgold”) (TSX: ROXG | OTCQX: ROGFF) are pleased to announce that shareholders of both Fortuna and Roxgold have approved all matters voted on at Fortuna's annual and special meeting as well as at Roxgold's special meeting and annual meeting held earlier today, including the proposed acquisition by Fortuna of all of the outstanding common shares of Roxgold ("Roxgold Shares") by way of a proposed plan of arrangement (the "Arrangement"), pursuant to the terms and subject to the conditions of the arrangement agreement between Fortuna and Roxgold dated effective April 26, 2021 (for additional information, please refer to the joint news release dated April 26, 2021, “Fortuna And Roxgold Agree To Business Combination Creating A Low-Cost Intermediate Global Precious Metals Producer”)

Subject to the satisfaction or waiver of the remaining conditions to the Arrangement, including approval of the Arrangement by the British Columbia Supreme Court, which application will be heard June 30, 2021, closing of the Arrangement is expected to occur on July 2, 2021.

Following completion of the Arrangement, current Fortuna shareholders and former Roxgold shareholders will own approximately 63.6% and 36.4% of the outstanding Fortuna Shares, respectively. Post-arrangement, Fortuna will continue under the name "Fortuna Silver Mines Inc." with the ticker symbol "FVI" on the Toronto Stock Exchange and "FSM" on the New York Stock Exchange, and Roxgold will be a wholly-owned subsidiary of Fortuna. Roxgold will be delisted from the Toronto Stock Exchange and an application will be made for Roxgold to cease to be a reporting issuer.

Fortuna Voting Results

The issuance by Fortuna of up to 110,128,963 common shares of Fortuna ("Fortuna Shares") to the shareholders of Roxgold in exchange for all of the issued and outstanding Roxgold Shares pursuant to the Arrangement was approved by 96.65% of the votes cast by Fortuna shareholders present by virtual attendance or represented by proxy at Fortuna's annual and special meeting.

All matters presented for approval at the Fortuna annual and special meeting were duly authorized and approved as follows:

Item of Business
Share Issuance in connection with the Arrangement	37,829,172		1,311,875
	(96.65	%)	(3.35	%)
Re-appointment of KPMG LLP as the auditor of Fortuna	69,528,259		1,023,311
	(98.55	%)	(1.45	%)
Fixing the number of directors elected to the board of Fortuna at six	38,543,472		597,574
	(98.47	%)	(1.53	%)

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Detailed voting results regarding the election of Fortuna directors are as follows:

Name
Jorge A. Ganoza Durant	38,509,971		631,076
	(98.39	%)	(1.61	%)
David Laing	37,097,973		2,043,074
	(94.78	%)	(5.22	%)
Mario Szotlender	38,312,437		828,610
	(97.88	%)	(2.12	%)
David Farrell	36,315,260		2,825,786
	(92.78	%)	(7.22	%)
Alfredo Sillau	38,293,545		847,501
	(97.83	%)	(2.17	%)
Kylie Dickson	38,357,208		783,839
	(98.00	%)	(2.00	%)

Roxgold Voting Results

The Arrangement with Fortuna was approved by 84.80% of the votes cast by Roxgold shareholders present by virtual attendance or represented by proxy at Roxgold's special virtual meeting, as well as 84.15% of votes cast after excluding the votes cast by a director and an officer of Roxgold in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

All matters presented for approval at Roxgold's special meeting and its annual meeting were duly authorized and approved as follows:

Item of Business
Approval of Arrangement	211,895,783		37,988,933
	(84.80	%)	(15.20	%)
Re-appointment of PricewaterhouseCoopers LLP as the auditor of Roxgold	253,335,182		1,866,417
	(99.27	%)	(0.73	%)

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Detailed voting results regarding the election of Roxgold directors are as follows:

Name
Richard Colterjohn	205,609,038		21,820,098
	(90.41	%)	(9.59	%)
John Dorward	207,927,664		19,501,472
	(91.43	%)	(8.57	%)
Kate Harcourt	207,686,644		19,742,492
	(91.32	%)	(8.68	%)
John L. Knowles	207,649,776		19,779,360
	(91.30	%)	(8.70	%)
Oliver Lennox-King	207,594,092		19,835,044
	(91.28	%)	(8.72	%)
Dawn Moss	207,922,022		19,507,114
	(91.42	%)	(8.58	%)
Norman Pitcher	207,910,888		19,518,248
	(91.42	%)	(8.58	%)

About Fortuna Silver Mines Inc.

Fortuna Silver Mines Inc. is a Canadian precious metals mining company with operations in Peru, Mexico, and Argentina. Sustainability is integral to all of Fortuna's operations and relationships. Fortuna produces silver and gold and generates shared value over the long-term for its shareholders and stakeholders through efficient production, environmental protection, and social responsibility. For more information, please visit Fortuna´s website.

About Roxgold Inc.

Roxgold is a Canadian-based gold mining company with assets located in West Africa. Roxgold owns and operates the high-grade Yaramoko Gold Mine located on the Houndé greenstone belt in Burkina Faso and is also advancing the development and exploration of the Séguéla Gold Project located in Côte d’Ivoire. Roxgold trades on the TSX under the symbol ROXG and as ROGFF on OTCQX.

For information about Fortuna Silver Mines Inc.<br><br> <br>Carlos Baca<br><br> <br>Manager, Investor Relations<br><br> <br>E: info@fortunasilver.com	For information about Roxgold Inc.<br><br> <br>Graeme Jennings, CFA<br><br> <br>Vice President, Investor Relations<br><br> <br>E: gjennings@roxgold.com

The Toronto Stock Exchange has neither reviewed nor accepts responsibilityfor the adequacy or accuracy of this news release.

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Forward-looking Statements

This news release containsforward-looking statements which constitute “forward-looking information” within the meaning of applicable Canadian securitieslegislation and “forward-looking statements” within the meaning of the “safe harbor” provisions of the PrivateSecurities Litigation Reform Act of 1995 (collectively, “Forward-looking Statements”). All statements included, other thanstatements of historical fact, which address activities, events or developments that Fortuna or Roxgold expects or anticipates may orwill occur in the future, are forward-looking information.

The Forward-looking Statementsin this news release may include, without limitation, statements about Fortuna and Roxgold’s current expectations, estimates andprojections for the pro forma company, the timing and anticipated receipt of required court approvals, the anticipated timing of thecompletion of the Arrangement. Readers are also cautioned that such additional information is not exhaustive. Often, but not always,these Forward-looking Statements can be identified by the use of words such as “anticipated”, “estimated”, "expected", “potential”, “future”, “assumed”, “projected”, “planned”, “to be”, "will" or statements that events, “could” or “should” occur or be achieved and similar expressions,including negative variations.

The impact of any one risk, uncertainty orfactor on a particular forward-looking statement is not determinable with certainty as these factors are independent and management'sfuture course of action would depend on its assessment of all information at that time. Readers are urged to consult the disclosure providedunder the heading "Risk Factors" in each of Fortuna’s and Roxgold’s annual information form for the year endedDecember 31, 2020 which has been filed on SEDAR at www.sedar.com for further information regarding the risks and other factorsapplicable to the Arrangement.

Although Fortuna and Roxgoldbelieve that the expectations conveyed by the Forward-looking Statements are reasonable based on information available at the date ofpreparation, no assurances can be given as to future results, levels of activity and achievements. Fortuna and Roxgold disclaim any obligationto update any Forward-looking Statements, whether as a result of new information, future events or results or otherwise, except as requiredby law. There can be no assurance 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.

Fortuna Mining Corp 6-K, filed Jun 29, 2021

About this 6-K