FORTUNA MINING CORP.

Regulatory Filings • May 22, 2014

40-F/A 1 form40f_a2013.htm FORTUNA FORM 40-F ANNUAL REPORT AMENDMENT NO. 1 html PUBLIC "-//IETF//DTD HTML//EN" Fortuna Form 40-F/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 40-F/A

(Amendment No. 1)

(Check One)
o	REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

þ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2013 Commission File Number: 001-35297

FORTUNA SILVER MINES INC.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English (if applicable))

British Columbia, Canada

(Province or other jurisdiction of incorporation or organization)

1040

(Primary Standard Industrial Classification Code Number (if applicable))

N/A

(I.R.S. Employer Identification Number (if applicable))

200 Burrard Street, Suite 650

Vancouver, British Columbia

Canada V6C 3L6

604-484-4085

(Address and telephone number of Registrant’s principal executive offices)

National Corporate Research, Ltd.

10 East 40 th Street, 10 th Floor

New York, New York 10016

(212) 947-7200

(Name, address (including zip code) and telephone number (including area code)

of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class Common Shares Name of each exchange on which registered New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

For annual reports indicate by check mark the information filed with this Form:

þ Annual information form þ Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer ’ s classes of capital or common stock as of the close of the period covered by the annual report:

There were 125,973,966 common shares with no par value outstanding as of December 31, 2013.

Indicate by check mark whether the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes o No o

EXPLANATORY NOTE

Fortuna Silver Mines Inc. (the “ Company ” or the “ Registrant ” ) is a Canadian issuer eligible to file its annual report pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Equity securities of the Company are therefore exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Exchange Act Rule 3a12-3.

This Amendment No. 1 (“Amendment No. 1”) to the Company’s Annual Report on Form 40-F for the year ended December 31, 2013 originally filed on March 31, 2014 (the “Original Form 40-F”) with the United States Securities and Exchange Commission (“SEC”) is being filed to replace in its entirety the disclosure under the heading “NYSE CORPORATE GOVERNANCE.”

Except as set forth above, this Amendment No. 1 does not modify or update the disclosure in the Original Form 40-F and, therefore, such disclosure is not included herein. Except as may be specifically indicated herein, the Original Form 40-F continues to describe conditions as of the date of the Original Form 40-F and the Company has not modified or updated other disclosures presented in the Original Form 40-F. This Amendment No. 1 does not reflect events occurring after the date of the Original Form 40-F nor does it modify or update disclosures affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 40-F.

NYSE CORPORATE GOVERNANCE

The Company’s common shares are listed on the New York Stock Exchange (the “NYSE”). Sections 103.00 and 303A.11 of the NYSE Listed Company Manual permit foreign private issuers to follow home country practices in lieu of certain provisions of the NYSE Listed Company Manual. A foreign private issuer that follows home country practices in lieu of certain provisions of the NYSE Listed Company Manual must disclose any significant ways in which its corporate governance practices differ from those followed by domestic companies either on its website or in the annual report that it distributes to shareholders in the United States. A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to NYSE standards is disclosed on the Company’s website at www.fortunasilver.com under About Fortuna/Corporate Governance.

The Company’s corporate governance practices, as described on its website, are consistent with the laws, customs and practices in Canada.

EXHIBIT INDEX

Exhibit	Description
99.1*	Annual Information Form for the year ended December 31, 2013
99.2*	Audited consolidated financial statements for the years ended December 31, 2013 and December 31, 2012, including the auditor’s report with respect thereto
99.3*	Management’s Discussion and Analysis for the year ended December 31, 2013
99.4*	Consent of Deloitte LLP
99.5*	Mine Safety Report
99.6*	Consent of Eric N. Chapman
99.7*	Consent of Thomas Kelly
99.8*	Consent of Boris Caro
99.9*	Consent of Thomas Vehrs
99.10	Certification of Chief Executive Officer pursuant to Section 302 of the United States Sarbanes-Oxley Act of 2002
99.11	Certification of Chief Financial Officer pursuant to Section 302 of the United States Sarbanes-Oxley Act of 2002
99.12	Certification of Chief Executive Officer pursuant to Section 906 of the United States Sarbanes-Oxley Act of 2002
99.13	Certification of Chief Financial Officer pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002

• Previously filed with the Company’s Annual Report on Form 40-F filed with the SEC on March 31, 2014.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 1 to Annual Report on Form 40-F/A to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 22, 2014

FORTUNA SILVER MINES INC.

By:
Name: Jorge Ganoza Durant
Title: President, Chief Executive Officer & Director

EDGAR Validation Code: 99FCAE5E