UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

For the month of October 2023

Commission File Number: 001-33153

ENDEAVOUR SILVER CORP.
(Translation of registrant's name into English)

#1130-609 Granville Street
Vancouver, British Columbia, Canada V7Y 1G5

(Address of principal executive offices)

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

[   ] Form 20-F   [ x ] Form 40-F

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): [   ]


SUBMITTED HEREWITH

Exhibit 99.1 to this Form 6-K of Endeavour Silver Corp. (the “Company”) is hereby incorporated by reference as an exhibit to the Registration Statement on Form F-10 (File No. 333-272755) of the Company, as amended or supplemented.

Exhibit   Description
   
99.1   Material Change Report dated October 16, 2023


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.

  Endeavour Silver Corp.
  (Registrant)
     
Date: October 16, 2023 By: /s/ Daniel Dickson
    Daniel Dickson
  Title: CEO

 



Form 51-102F3
Material Change Report

Item 1. Name and Address of Company

Endeavour Silver Corp. (the "Company" or "Endeavour")

1130 - 609 Granville Street

Vancouver, British Columbia

Canada  V7Y 1G5

Item 2. Date of Material Change

October 6, 2023

Item 3. News Release

News Release dated October 10, 2023 was disseminated through GlobeNewswire.

Item 4. Summary of Material Change

On October 6, 2023, the Company's wholly-owned subsidiary, Terronera Precious Metals, S.A. de C.V. ("Terronera"), executed the credit agreement for a senior secured debt facility for up to US$120 million (the "Debt Facility") with ING Capital LLC (together with ING Bank N.V., "ING") and Societe Generale acting as Joint Lead Arrangers. Proceeds from the Debt Facility will be used towards construction of the underground mine and mill at the Company's Terronera Project in Jalisco state, Mexico.

Item 5.1 Full Description of Material Change

On October 6, 2023, the Company's wholly-owned subsidiary, Terronera, executed the credit agreement for the Debt Facility with ING and Societe Generale acting as Joint Lead Arrangers. Proceeds from the Debt Facility will be used towards construction of the underground mine and mill at the Company's Terronera Project in Jalisco state, Mexico. All references to dollars ($) in this material change report are in United States dollars.

Debt Facility Details

Key terms of the Debt Facility are consistent with those previously announced in the Company's news release dated April 18, 2023 and include the following:

Facility amount - Up to $120 million principal amount on senior secured debt.

Term - 8.5 years, including a 2-year grace period during the construction phase. Cash sweep will be applied to 35% of excess cash flow after debt service from completion onwards until $35 million of loan principal has been prepaid.

Interest rate - US Secured Overnight Financing Rate ("SOFR") + 4.50% per annum prior to completion (SOFR + 3.75% per annum upon completion).

Repayment and maturity - Principal payments are payable in quarterly installments commencing in the fourth quarter of 2025.

Gold hedge - Prior to initial drawdown, Terronera is required to enter into a hedging program for 68,000 ounces of gold over the initial two operating years. No hedging requirements apply to the silver production.

Foreign exchange hedge - Prior to initial drawdown, Terronera is required to enter into a hedging program for managing exposure to the Mexican Peso during construction. The program requires approximately 75% of the remaining capital expenditure incurred in Mexican Pesos be hedged. Prior to initial production, a hedging program is required for managing exposure to the Mexican Peso during operations. Under this program 50% of the projected operating costs incurred in Mexican Pesos are hedged prior to completion. Thereafter, the foreign exchange protection program for operations will rise to 70% of the projected operating costs incurred in Mexican pesos.


Project cost overrun funding - Cost overrun funding is required in the form of cash, letter of credit issued by a Canadian financial institution or a combination of both for up to $48 million.

Financial Covenants - The Debt Facility is subject to certain customary conditions precedent and debt servicing covenants. The Debt Facility is secured through corporate guarantees from Endeavour and certain Endeavour subsidiaries and a first ranking security interest over the Terronera project.

Terronera expects to drawdown in 2024 to advance the project in accordance with the 21-month construction period with initial production expected in the fourth quarter of 2024.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

Not applicable.

Item 8. Executive Officer

Daniel Dickson, Chief Executive Officer

Telephone:  (604) 685-9775

Item 9. Date of Report

October 16, 2023

Cautionary Note Regarding Forward-Looking Statements

This material change report contains "forward-looking statements" within the meaning of the United States private securities litigation reform act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking statements and information herein include but are not limited to statements regarding the development and financing of the Terronera Project, including anticipated timing of the Project, anticipated timing of and completion of conditions precedent in respect of the Debt Facility, estimated Project economics, Terronera's forecasted operations, costs and expenditures, and the timing and results of various activities. The Company does not intend to and does not assume any obligation to update such forward-looking statements or information, other than as required by applicable law.

Forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, production levels, performance or achievements of Endeavour and its operations to be materially different from those expressed or implied by such statements. Such factors include but are not limited to the completion of conditions precedent to drawdown under the Debt Facility and the Company's ability to successfully drawdown under the Debt Facility; the ongoing effects of inflation and supply chain issues on Project economics; national and local governments, legislation, taxation, controls, regulations and political or economic developments in Canada and Mexico; financial risks due to precious metals prices; operating or technical difficulties in mineral exploration, development and mining activities; risks and hazards of mineral exploration, development and mining; the speculative nature of mineral exploration and development; risks in obtaining necessary licenses and permits; and challenges to the Company's title to properties; as well as those factors described in the section "risk factors" contained in the Company's most recent form 40F/Annual Information Form filed with the S.E.C. and Canadian securities regulatory authorities.


Forward-looking statements are based on assumptions management believes to be reasonable, including but not limited to: the ability of the Company to successfully drawdown under the Debt Facility, the continued operation of the Company's mining operations, no material adverse change in the market price of commodities, the Project's forecasted economics as of 2023, mining operations will operate and the mining products will be completed in accordance with management's expectations and achieve their stated production outcomes, and such other assumptions and factors as set out herein. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or information, there may be other factors that cause results to be materially different from those anticipated, described, estimated, assessed or intended. There can be no assurance that any forward-looking statements or information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information.



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