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Fortuna and Roxgold Mail Management Information Circulars in Connection With Special Meetings to Approve Business Combination Creating a Global Precious Metals Producer

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VANCOUVER — Fortuna Silver Mines Inc. (“Fortuna” or the “Firm”) (NYSE: FSM) (TSX: FVI) and Roxgold Inc. (“Roxgold”) (TSX: ROXG) (OTCQX: ROGFF) have every filed and commenced mailing the administration info circulars and associated assembly supplies for his or her respective shareholder conferences to be held on Monday, June 28, 2021 in reference to the proposed enterprise mixture between Fortuna and Roxgold introduced on April 26, 2021, (the “Transaction”), in addition to annual normal assembly issues.

To proactively cope with the continuing public affect of the COVID-19 pandemic, and to mitigate dangers to the well being and security of communities, shareholders, staff, administrators and different stakeholders, the respective shareholder conferences will probably be held in a virtual-only format performed by reside audio webcast. Registered Fortuna shareholders and Roxgold shareholders, no matter their geographic location, can have an equal alternative to take part within the relevant shareholder assembly.

In reference to the Transaction, and in accordance with the interim order of the Supreme Court docket of British Columbia granted on Might 25, 2021, Roxgold will maintain a particular assembly of Roxgold shareholders (the “Roxgold Particular Assembly”) on June 28, 2021 at 9:00 a.m. (Pacific time) to hunt approval of the Transaction, the small print of that are set forth in Roxgold’s administration info round (the “Roxgold Round”) dated Might 26, 2021. The Roxgold Particular Assembly will probably be held in a virtual-only format by way of reside audio webcast at https://web.lumiagm.com/205515857, password “roxgoldspecial2021” (case delicate). Shareholders will be unable to attend the Roxgold Particular Assembly bodily. On the Roxgold Particular Assembly, registered Roxgold shareholders and duly appointed proxyholders will be capable of take part, ask questions and vote in “actual time” by way of the net portal.

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Fortuna will maintain an annual and particular assembly of Fortuna shareholders (the “Fortuna Assembly”) on June 28, 2021 at 9:00 a.m. (Pacific time) at which Fortuna shareholders will probably be requested to approve, amongst different issues, the issuance (the “Share Issuance”)of frequent shares of Fortuna (“Fortuna Shares”) in trade for frequent shares of Roxgold (“Roxgold Shares”).The main points of all issues proposed to be put earlier than the Fortuna shareholders on the Fortuna Assembly are set forth in Fortuna’s administration info round (the “Fortuna Round”) dated Might 26, 2021. The Fortuna Assembly will probably be held in a virtual-only format by way of reside audio webcast at https://web.lumiagm.com/208799817, passcode “fortuna2021” (case delicate). Shareholders will be unable to attend the Fortuna Assembly bodily. Registered Fortuna shareholders and duly appointed proxyholders can attend the Fortuna Assembly on-line, the place they’ll take part, vote, and submit questions.

Fortuna can also be happy to announce that upon completion of the Transaction, it’s anticipated that Kate Harcourt, a present director of Roxgold, will probably be appointed to the board of administrators of the mixed firm. Ms. Harcourt has indicated her willingness to be appointed as a director at such time and Fortuna appears to be like ahead to welcoming her to the board of the mixed firm.

Below the phrases of the Transaction, Fortuna will purchase all of the issued and excellent Roxgold Shares pursuant to a plan of association underneath the Enterprise Companies Act (British Columbia). In trade, Roxgold shareholders will obtain 0.283 Fortuna Shares and C$0.001 for every Roxgold Share held. Upon completion of the Transaction, Roxgold will probably be a wholly-owned subsidiary of Fortuna and present Fortuna shareholders and former Roxgold shareholders will personal roughly 63.6% and 36.4% of the professional forma firm, respectively.

Mailing of the Fortuna Round and the Roxgold Round and associated assembly supplies has commenced and shareholders of Fortuna and Roxgold ought to anticipate to obtain their respective assembly supplies shortly. Within the meantime, Fortuna’s assembly supplies may be downloaded from Fortuna’s web site at https://fortunasilver.com/investors/agm-materials/. Roxgold’s assembly supplies may be downloaded from Roxgold’s web site at www.roxgold.com. As well as, every firm’s assembly supplies may be accessed from their respective firm profile on SEDAR at www.sedar.com.

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Board of Administrators’ Suggestions

The Transaction has been unanimously permitted by the boards of administrators of every of Fortuna and Roxgold, following, within the case of Roxgold, the unanimous suggestion of a particular committee of unbiased administrators. Each boards of administrators unanimously advocate that their respective shareholders vote in favour of (i) the Share Issuance, within the case of the Fortuna Assembly and (ii) the Transaction, within the case of the Roxgold Particular Assembly.

In reference to the Transaction, officers and administrators of Roxgold collectively holding 3.52% of the whole Roxgold Shares have entered into voting help agreements with Fortuna, pursuant to which they’ve agreed, amongst different issues, to vote their Roxgold Shares in favour of the Transaction. Appian Pure Sources Fund, Roxgold’s largest shareholder which at April 26, 2021 (the date the Transaction was introduced), managed 13.2% of the issued and excellent Roxgold Shares, has additionally offered its help in favour of the Transaction. As well as, officers and administrators of Fortuna collectively holding 1.6% of the whole Fortuna Shares have entered into voting help agreements with Roxgold pursuant to which they’ve agreed, amongst different issues, to vote their Fortuna Shares in favour of the Share Issuance.

Topic to acquiring shareholder approval to the Share Issuance and the Transaction on the Fortuna Assembly and Roxgold Particular Assembly, respectively, and satisfaction of the opposite situations to completion of the Transaction, together with remaining approval of the Court docket, all as extra explicit described within the Fortuna Round and the Roxgold Round, the Transaction is anticipated to shut in early July 2021.

To be efficient, the Share Issuance should be permitted by a easy majority of the votes solid on such decision by Fortuna shareholders current (just about) or represented by proxy on the Fortuna Assembly. As well as, the Transaction should be permitted by (i) no less than 66 ⅔% of the votes solid on such decision by the Roxgold shareholders current (just about) or represented by proxy on the Roxgold Particular Assembly; and (ii) a majority of the votes solid by the Roxgold shareholders (just about) or represented by proxy on the Roxgold Particular Assembly, excluding the votes solid by sure individuals in accordance with part 8.1(2) of Multilateral Instrument 61‑101 – Safety of Minority Safety Holders in Particular Transactions.

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Strategic Rationale and Transaction Highlights:

In unanimously figuring out to advocate the Share Issuance and Transaction to shareholders for approval, the boards of administrators of every of Fortuna and Roxgold thought-about a lot of elements as described within the Fortuna Round and Roxgold Round, together with, however not restricted to:

Mixture of High quality Belongings Creates a premier growth-oriented intermediate gold and silver miner, with 4 producing mines and anticipated annual gold equal mixed manufacturing of roughly 450,000 ounces. 1, 2,3

Extremely Complementary and Diversified Portfolio Expanded diversified manufacturing, growth, and exploration platform: 4 working mines supporting a strong free money movement profile, a permitted growth mission on the feasibility stage, and an in depth progress pipeline of high-upside exploration property in West Africa and the Americas.

Natural Development Potential Development anticipated to be launched on the Séguéla Gold Mission within the third quarter of 2021; proceed the accelerated tempo of superior exploration on the Boussoura Mission and on the intensive 250,000-hectare land package deal in West Africa. A number of brownfields and greenfields choices throughout the Americas and West Africa.

Geographical Diversification in Mining Jurisdictions Creates a low-cost platform for valuable metals manufacturing and progress in two premier mining pleasant areas.

Bringing Collectively Two Extremely Skilled Administration Groups with Monitor Information of Worth Creation within the Americas and in West Africa Fortuna will profit from the in-region working expertise of key members of Roxgold’s crew.

Silver Contribution to Income Silver manufacturing is anticipated to be largely in-line with its silver producer peer group. Professional Forma Fortuna will proceed to pursue alternatives for the invention and acquisition of high quality silver property within the Americas.

Robust Steadiness Sheet Professional Forma Fortuna will profit from important free money movement technology, excessive EBITDA margins, and a stronger steadiness sheet with important liquidity and low debt; 4 all of this can contribute in direction of a decrease value of capital and elevated funding capability for the event on the Séguéla Gold Mission and to advance exploration on the Boussoura Mission and the bigger land package deal in West Africa.

Equity Opinions The boards of administrators of every of Fortuna and Roxgold, in addition to the particular committee of Roxgold’s board of administrators, have every acquired equity opinions from their respective monetary advisors.

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Notes:

  1. Gold equal primarily based on the next commodity value assumptions: US$800/oz Au, US$22/0z Ag, US$1,900/t Pb and US$2,300/t Zn.
  2. Manufacturing profile estimation assumes the profitable building of the Séguéla Gold Mission primarily based on the Feasibility Examine introduced by Roxgold on April 19, 2021.
  3. For technical disclosure, as contemplated in Nationwide Instrument 43-101 – Requirements of Disclosure for Mineral Tasks (“NI 43-101“), associated to manufacturing discuss with the next technical studies: Lindero Mine, San Jose Mine, Caylloma Mine, Yaramoko Mine and Séguéla Gold Project.
  4. Free money movement and EBITDA are monetary measures with no standardized definition underneath IFRS. In an effort to present the mixed enterprise efficiency of Fortuna on a professional forma, foundation, sure non-IFRS monetary efficiency measures, together with free money movement and EBITDA, of every of Roxgold and Fortuna have been mixed. For additional info concerning non-IFRS measures, please see, in respect of Fortuna, the “Non-GAAP Monetary Measures” part of Fortuna’s MD&A dated as of Might 7, 2021 and for Roxgold, Be aware 18 “Non-IFRS Monetary Efficiency Measures” of Roxgold’s MD&A dated March 3, 2021, out there underneath Fortuna’s and Roxgold’s respective profiles on www.sedar.com.

Fortuna Certified Particular person

Eric Chapman, Vice President of Technical Companies is a Skilled Geoscientist registered with the Affiliation of Skilled Engineers and Geoscientists of the Province of British Columbia (Registration Quantity 36328) and a Certified Particular person as outlined in NI 43-101. Mr. Chapman has reviewed and permitted the scientific and technical info pertaining to Fortuna contained on this information launch.

Roxgold Certified Particular person

Paul Criddle, FAusIMM, Chief Working Officer for Roxgold Inc., a Certified Particular person as outlined in NI 43-101, has reviewed, verified and permitted the technical disclosure pertaining to Roxgold contained on this information launch.

Do Not Delay – Your vote is essential whatever the variety of shares you personal.

Whether or not or not you anticipate to attend the Roxgold Particular Assembly and/or Fortuna Assembly, shareholders are inspired to vote effectively prematurely of the voting deadlines.

Roxgold Shareholder Vote Deadline:

On Monday, June 28, 2021, Roxgold is individually holding each the Roxgold Particular Assembly to approve the Transaction and its annual assembly of shareholders (the “Roxgold Annual Assembly”) to approve the election of administrators and reappoint PricewaterhouseCoopers LLP as auditor.

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The deadline to vote for the Roxgold Particular Assembly is 9:00 a.m. (Pacific time) on Thursday, June 24, 2021. Roxgold shareholders eligible to vote on the Roxgold Particular Assembly will obtain a administration info round accompanied by a yellow type of proxy or voting instruction type. Roxgold shareholders can entry the Roxgold Particular Assembly supplies at https://www.roxgold.com/investors/special-meeting/default.aspx.

The deadline to vote for the Roxgold Annual Assembly is 10:00 a.m. (Pacific time) on Thursday, June 24, 2021. Roxgold shareholders eligible to vote on the Roxgold Annual Assembly will obtain a administration info round accompanied by a white type of proxy or voting instruction type. Roxgold shareholders can entry the Roxgold Annual Assembly supplies at https://www.roxgold.com/investors/annual-general-meeting/default.aspx.

Fortuna Shareholder Vote Deadline:

The Fortuna shareholder deadline to vote is 9:00 a.m. (Pacific time) on Thursday, June 24, 2021. Fortuna shareholders can entry assembly supplies at https://fortunasilver.com/investors/agm-materials/.

Shareholder Questions:

  • Fortuna shareholders with questions or who require voting help can contact Laurel Hill Advisory Group toll free at 1-877-452-7184 or by electronic mail at assistance@laurelhill.com.
  • Roxgold shareholders with questions or who require help voting, can contact Roxgold’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, toll-free in North America at 1-888-518-1563, (1-416-867-2272 for gather name outdoors North America), or by electronic mail at contactus@kingsdaleadvisors.com.

About Fortuna Silver Mines Inc.

Fortuna Silver Mines Inc. is a Canadian valuable metals mining firm with operations in Peru, Mexico, and Argentina. Sustainability is integral to all our operations and relationships. We produce silver and gold and generate shared worth over the long-term for our shareholders and stakeholders by way of environment friendly manufacturing, environmental safety, and social accountability. For extra info, please go to Fortuna’s web site.

About Roxgold Inc.

Roxgold is a Canadian-based gold mining firm with property situated in West Africa. Roxgold owns and operates the high-grade Yaramoko Gold Mine situated on the Houndé greenstone belt in Burkina Faso and can also be advancing the event and exploration of the Séguéla Gold Mission situated in Côte d’Ivoire. Roxgold trades on the TSX underneath the image ROXG and as ROGFF on OTCQX.

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The Toronto Inventory Trade has neither reviewed nor accepts accountability for the adequacy or accuracy of this information launch.

Ahead-looking Statements

This information launch incorporates forward-looking statements which represent “forward-looking info” throughout the that means of relevant Canadian securities laws and “forward-looking statements” throughout the that means of the “protected harbor” provisions of the Personal Securities Litigation Reform Act of 1995 (collectively, “Ahead-looking Statements”). All statements included herein, aside from statements of historic reality, are Ahead-looking Statements and are topic to quite a lot of identified and unknown dangers and uncertainties which might trigger precise occasions or outcomes to vary materially from these mirrored within the Ahead-looking Statements.

The Ahead-looking Statements on this information launch might embrace, with out limitation, statements concerning the Firm and Roxgold’s present expectations, estimates and projections for the professional forma firm, the construction of the transaction and the anticipated timing of the respective shareholders conferences and the closing of the Transaction, the anticipated advantages of the Transaction to shareholders and the mixed firm, together with company, operational and different synergies, the anticipated progress and exploration alternatives for the mixed firm, the timing and success of growth initiatives and the mixed firm’s monetary place, together with expectations concerning liquidity, anticipated professional forma monetary outlook and different related statements. Usually, however not at all times, these Ahead-looking Statements may be recognized by way of phrases akin to “anticipated”, “estimated”, “potential”, “open”, “future”, “assumed”, “projected”, “used”, “detailed”, “has been”, “acquire”, “deliberate”, “reflecting”, “will”, “anticipated”, “estimated” “containing”, “remaining”, “to be”, or statements that occasions, “might” or “ought to” happen or be achieved and related expressions, together with detrimental variations. Any monetary outlook and forward-looking info contained on this information launch concerning potential monetary efficiency or monetary place is predicated on cheap assumptions about future occasions, together with financial situations and proposed programs of motion primarily based on the evaluation by administration of every of Fortuna and Roxgold of the related info that’s at the moment out there. Projected operational info incorporates forward-looking info and is predicated on a lot of materials assumptions and elements, as are set out above. These projections might also be thought-about to comprise future-oriented monetary info or a monetary outlook.

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Ahead-looking Statements contain identified and unknown dangers, uncertainties and different elements, lots of that are past the flexibility of the Firm and Roxgold to regulate or predict and which can trigger precise outcomes, efficiency or achievements to be materially completely different from any outcomes, efficiency or achievements expressed or implied by the Ahead-looking Statements. Such dangers, uncertainties and elements embrace, amongst others, the completion and timing of the Transaction, the flexibility of the Firm and Roxgold to obtain, in a well timed method, the mandatory approvals to fulfill the situations to closing of the Transaction; the flexibility to finish the Transaction on phrases contemplated by the Firm and Roxgold, or in any respect; the flexibility of the mixed firm to appreciate the anticipated advantages of, and synergies and financial savings from, the Transaction and the timing thereof and different elements referred to underneath the heading “Danger Elements” in every of the Firm’s and Roxgold’s annual info type for the 12 months ended December 31, 2020 situated on SEDAR. Though Ahead-looking Statements contained on this information launch are primarily based upon what every of the Firm and Roxgold imagine are cheap assumptions on the time they had been made, such statements are made as of the date hereof and the Firm and Roxgold disclaim any obligation to replace any Ahead-looking Statements, whether or not on account of new info, future occasions or outcomes or in any other case, besides as required by regulation. There may be no assurance that these Ahead-looking Statements will show to be correct, as precise outcomes and future occasions might differ materially from these anticipated in such statements. Accordingly, traders mustn’t place undue reliance on Ahead-looking Statements.

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Contacts

For details about Fortuna Silver Mines Inc.
Carlos Baca
Investor Relations Supervisor
info@fortunasilver.com

For details about Roxgold Inc.
Graeme Jennings, CFA
Vice President Investor Relations
gjennings@roxgold.com

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