Fortuna Mining Corp 6-K, filed Jul 2, 2021
Fortuna Mining Corp. (FSM)
About this 6-K
Fortuna Mining Corp filed this 6-K on July 2, 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 July 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: July 2, 2021 | By: | /s/ "Jorge Ganoza Durant" |
| Jorge Ganoza Durant | ||
| President<br>and CEO |
Exhibits:
| 99.1 | News release dated July 2, 2021 |
|---|---|
| 99.2 | Early Warning Report dated July 2, 2021 |
Exhibit 99.1
Fortuna andRoxgold complete combination to create a global premier
growth-oriented intermediate gold and silver producer
Vancouver, July 2, 2021 – FortunaSilver Mines Inc. (“Fortuna”) (NYSE: FSM | TSX: FVI) and Roxgold Inc. (“Roxgold”) (TSX: ROXG | OTCQX: ROGFF) are pleased to announce the completion of the previously announced business combination between Fortuna and Roxgold (the "Transaction") to create a global premier growth-oriented intermediate gold and silver producer. For additional details related to the Transaction, 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”.
Jorge A. Ganoza, President and CEO of Fortuna, commented, “The successfully completed business combination creates a low-cost intermediate gold and silver producer with four operating mines and a permitted development project. The company will benefit from a robust exploration pipeline and expanded presence in the Americas and West Africa, two of the fastest growing precious metals producing regions in the world.” Mr. Ganoza added, “We look forward to a successful integration and to continue building the business in West Africa on the solid foundations cemented by Roxgold.”
John Dorward, President and Chief Executive Officer of Roxgold, commented, “I would like to thank the Roxgold shareholders for their support. I am very proud of the Roxgold team and what we accomplished together and believe Fortuna is now positioned with one of the best organic growth pipelines among any of the intermediate precious metal producers, supported by peer-leading free cash flow generation, increased scale and diversification, and a lower cost of capital.”
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, Fortuna acquired all the issued and outstanding common shares ("Roxgold Shares") of Roxgold in exchange for 0.283 of a common share of Fortuna (a "Fortuna Share") and C$0.001 in cash for each Roxgold Share held. Upon completion of the Transaction, Roxgold is a wholly-owned subsidiary of Fortuna.
The Transaction was approved by Roxgold shareholders at a special shareholder meeting held on June 28, 2021 and the issuance of Fortuna Shares under the terms of the Transaction was approved by Fortuna shareholders at Fortuna's annual and special meeting held on June 28, 2021. Following the shareholder meetings, the British Columbia Supreme Court granted a final order on June 30, 2021 approving the Arrangement.
Addition to Fortuna's Boardof Directors
Upon completion of the Transaction, Kate Harcourt, a member of the board of directors of Roxgold, was appointed to the board of directors of Fortuna.
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Information for former RoxgoldShareholders
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. The Roxgold Shares are expected to be delisted from the TSX and OTCQX two to three trading days following closing and an application will be made to have Roxgold cease to be a reporting issuer.
In order to receive the Fortuna Shares and cash consideration under the Arrangement, registered Roxgold shareholders who hold physical share certificates or DRS Statements must submit a letter of transmittal to Computershare Investor Services Inc. A copy of the letter of transmittal is available on Roxgold's SEDAR profile at www.sedar.com. Roxgold shareholders who hold their Roxgold Shares though a broker or other intermediary should follow the instructions provided by such broker or other intermediary.
Advisors and Counsel
INFOR Financial Inc. acted as financial advisor to Fortuna in connection with the Transaction. Scotiabank acted as financial advisor to the Fortuna Board of Directors in connection with the Transaction. Blake, Cassels & Graydon LLP and Paul Weiss LLP acted as Fortuna’s Canadian and United States legal advisors, respectively.
BMO Capital Markets acted as financial advisor to Roxgold in connection with the Transaction. Canaccord Genuity Corp. acted as financial advisor to the Roxgold special committee and Board of Directors in connection with the Transaction. Davies Ward Phillips & Vineberg LLP acted as Roxgold’s legal advisor.
About Fortuna Silver Mines Inc.
Fortuna Silver Mines Inc. is a Canadian precious metals mining company with four operating mines and a development project in Argentina, Mexico, Peru, Côte d’Ivoire, and Burkina Faso. Sustainability is integral to all of Fortuna's operations and relationships. Fortuna produces gold and silver 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**.**
| For information about Fortuna Silver Mines Inc. <br><br> Carlos Baca <br><br> Director, Investor Relations<br><br> E: info@fortunasilver.com |
|---|
The Toronto Stock Exchange has neither reviewednor accepts responsibility for the adequacy or accuracy of this news release.
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.
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The Forward-looking Statementsin this news release may include, without limitation, statements about Fortuna and Roxgold’s current expectations, anticipatedsynergies and benefits of the Transaction, statements with respect to the trading of the Fortuna shares on the Toronto Stock Exchangeand New York Stock Exchange, and the de-listing of the Roxgold Shares. Readers are also cautioned that such additional information isnot 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” occuror 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.
Exhibit 99.2
FORM 62-103F1
E****ARLYWARNING REPORT
Item 1 – Security and Reporting Issuer
| 1.1 | State the designation of securities to which this report relates and the name and address of the headoffice of the issuer of the securities. |
|---|
This report relates to the common shares (the "Roxgold Shares") of Roxgold Inc. ("Roxgold"), the predecessor to Roxgold (Amalco) (as defined herein).
The head office of Roxgold is located at:
500-360 Bay Street
Toronto, Ontario M5H 2V6
| 1.2 | State the name of the market in which the transaction or other occurrence that triggered the requirementto file this report took place. |
|---|
Not applicable. The transaction was effected through a statutory plan of arrangement (the "Arrangement") involving the acquisition of all the issued and outstanding Roxgold Shares. The Roxgold Shares were listed on the Toronto Stock Exchange ("TSX") at the time of the acquisition. See Items 2.2 and 3.1.
| 2. | Identity of the Acquiror |
|---|
| 2.1 | State the name and address of the acquiror. |
|---|
Fortuna Silver Mines Inc. ("Fortuna")
200 Burrard Street, Suite 650
Vancouver, British Columbia V6C 3L6
| 2.2 | State the date of the transaction or other occurrence that triggered the requirement to file this reportand briefly describe the transaction or other occurrence. |
|---|
The requirement to file this report was triggered on July 2, 2021, upon completion of the Arrangement under section 288 of the BusinessCorporations Act (British Columbia) (the "BCBCA"), pursuant to which Fortuna acquired all of the issued and outstanding Roxgold Shares on the basis of 0.283 of a common share of Fortuna ("Fortuna Shares") and C$0.001 in cash for each Roxgold Share outstanding.
Pursuant to the Arrangement, 1312524 B.C. Ltd., a wholly-owned subsidiary of Fortuna ("Fortuna SubCo"), amalgamated with Roxgold and continued under the name "Roxgold Inc." ("Roxgold (Amalco)"). Through the amalgamation, each common share of Fortuna SubCo ("Fortuna SubCo Share") held immediately prior to the amalgamation was exchanged for one common share of Amalco and each Roxgold Share and Fortuna SubCo Share was cancelled. As a result of the Arrangement and subsequent amalgamation, Roxgold (Amalco) is a wholly-owned subsidiary of Fortuna. The Arrangement was completed pursuant to the terms of arrangement agreement dated effective April 26, 2021 (the "Arrangement Agreement") between Fortuna and Roxgold.
Additional information in respect of the Arrangement is contained in the management information circular of Fortuna dated May 26, 2021 and the management information circular of Roxgold dated May 26, 2021, copies of which have been filed under Fortuna's and Roxgold's respective SEDAR profiles at www.sedar.com.
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| 2.3 | State the names of any joint actors. |
|---|
Not applicable.
Item 3 – Interest in Securities of theReporting Issuer
| 3.1 | State the designation and number or principal amount of securities acquired or disposed of that triggeredthe requirement to file this report and the change in the acquiror's securityholding percentage in the class of securities. |
|---|
Pursuant to the Arrangement, Fortuna acquired 374,933,842 Roxgold Shares, representing all (100%) of the issued and outstanding shares of Roxgold. Immediately prior to the Arrangement, Fortuna did not hold any Roxgold Shares.
| 3.2 | State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have controlover, the securities that triggered the requirement to file this report. |
|---|
See Items 2.2 and 3.1.
| 3.3 | If the transaction involved a securities lending arrangement, state that fact. |
|---|
Not applicable.
| 3.4 | State the designation and number or principal amount of securities and the acquiror's securityholdingpercentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirementto file this report. |
|---|
See Item 3.1.
| 3.5 | State the designation and number or principal amount of securities and the acquiror's securityholdingpercentage in the class of securities referred to in Item 3.4 over which |
|---|---|
| (a) | the acquiror, either alone or together with any joint actors, has ownership and control, |
| --- | --- |
See Item 3.1.
| (b) | the acquiror, either alone or together with any joint actors, has ownership but control is held bypersons or companies other than the acquiror or any joint actor, and |
|---|
Not applicable.
| (c) | the acquiror, either alone or together with any joint actors, has exclusive or shared control but doesnot have ownership. |
|---|
Not applicable.
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| 3.6 | If the acquiror or any of its joint actors has an interest in, or right or obligation associated with,a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item,describe the material terms of the related financial instrument and its impact on the acquiror's securityholdings. |
|---|
Not applicable.
| 3.7 | If the acquiror or any of its joint actors is a party to a securities lending arrangement involvinga security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangementincluding the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securitiesor identical securities that have been transferred or lent under the arrangement. |
|---|
Not applicable.
Stateif the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.
Not applicable.
| 3.8 | If the acquiror or any of its joint actors is a party to an agreement, arrangement or understandingthat has the effect of altering, directly or indirectly, the acquiror's economic exposure to the security of the class of securities towhich this report relates, describe the material terms of the agreement, arrangement or understanding. |
|---|
Not applicable.
Item 4 – Consideration Paid
| 4.1 | State the value, in Canadian dollars, of any consideration paid or received per security and in total. |
|---|
See Item 2.2.
Pursuant to the Arrangement, Fortuna issued an aggregate of 106,106,224 Fortuna Shares and paid an aggregate amount of C$374,933.84 in cash, to holders of the Roxgold Shares. The closing price of the Fortuna Shares on the TSX as at June 30, 2021, being the last trading day prior to the date of the Arrangement, was C$6.91 per Fortuna Share, representing an implied share consideration of approximately C$1.96 per Roxgold Share and an implied aggregate consideration of approximately C$733.57 million.
| 4.2 | In the case of a transaction or other occurrence that did not take place on a stock exchange or othermarket that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadiandollars, of the consideration paid or received by the acquiror. |
|---|
See Item 4.1.
| 4.3 | If the securities were acquired or disposed of other than by purchase or sale, describe the methodof acquisition or disposition. |
|---|
Not applicable.
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Item 5 – Purpose of the Transaction
State the purpose or purposes of the acquirorand any joint actors for the acquisition or disposition of securities of the reporting issuer.
Describe any plans or future intentions whichthe acquiror and any joint actors may have which relate to or would result in any of the following:
| (a) | the acquisition of additional securities of the reporting issuer, or the disposition of securitiesof the reporting issuer; |
|---|---|
| (b) | a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issueror any of its subsidiaries; |
| --- | --- |
| (c) | a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries; |
| --- | --- |
| (d) | a change in the board of directors or management of the reporting issuer, including any plans or intentionsto change the number or term of directors or to fill any existing vacancy on the board; |
| --- | --- |
| (e) | a material change in the present capitalization or dividend policy of the reporting issuer; |
| --- | --- |
| (f) | a material change in the reporting issuer's business or corporate structure; |
| --- | --- |
| (g) | a change in the reporting issuer's charter, bylaws or similar instruments or another action which mightimpede the acquisition of control of the reporting issuer by any person or company; |
| --- | --- |
| (h) | a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to bequoted on, a marketplace; |
| --- | --- |
| (i) | the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; |
| --- | --- |
| (j) | a solicitation of proxies from securityholders; |
| --- | --- |
| (k) | an action similar to any of those enumerated above. |
| --- | --- |
The purpose of the Arrangement was for Fortuna to acquire all of the issued and outstanding Roxgold Shares, such that Roxgold became a wholly-owned subsidiary of Fortuna. Pursuant to the Arrangement, all of the directors of Roxgold resigned and a new board of directors was appointed. It is anticipated that the Roxgold Shares will be delisted from the TSX and OTCQX within two to three business days of the date of this report. In addition, Roxgold has submitted an application to cease to be a reporting issuer in all provinces and territories of Canada, other than Quebec.
Except as described above, Fortuna does not have any present plans or intentions that relate to or would result in any of the actions described in subparagraphs (a) through (k) of Item 5 hereof.
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Item 6 – Agreements, Arrangements,Commitments or Understandings With Respect to Securities of the Reporting Issuer
Describe the material terms of any agreements,arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respectto securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of anyof the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, orthe giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency,the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standarddefault and similar provisions contained in loan agreements need not be included.
Not applicable.
Item 7 – Change in Material Fact
If applicable, describe any change in a materialfact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer'ssecurities.
Not applicable.
Item 8 – Exemption
If the acquiror relies on an exemption fromrequirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describethe facts supporting that reliance.
Not applicable.
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Item 9 – Certification
Certificate
I, as the acquiror, certify, or I, as the agent filing this report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.
DATED this 2nd day of July, 2021.
| FORTUNA SILVER MINES INC. | |
|---|---|
| By: | (signed) “Sally Whittall” |
| Name: | Sally Whittall |
| Title: | Corporate Secretary |