Fortuna and Roxgold shareholders approve business combination to create a global premier growth-oriented intermediate gold and silver producer
Fortuna and Roxgold shareholders approve business combination to create a global
premier growth-oriented intermediate gold and silver producer
Vancouver, June 28, 2021 – Fortuna Silver 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 a s 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 t he 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 satisfac tion 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
Votes Cast
FOR
Votes Cast
Against /
Withheld
Share Issuance in connection with the Arrangement 37,829,172
(96.65%)
1,311,875
(3.35%)
Re-appointment of KPMG LLP as the auditor of
Fortuna
69,528,259
(98.55%)
1,023,311
(1.45%)
Fixing the number of directors elected to the board
of Fortuna at six
38,543,472
(98.47%)
597,574
(1.53%)
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Detailed voting results regarding the election of Fortuna directors are as follows:
Name
Votes Cast
FOR
Votes
Withheld
Jorge A. Ganoza Durant 38,509,971
(98.39%)
631,076
(1.61%)
David Laing 37,097,973
(94.78%)
2,043,074
(5.22%)
Mario Szotlender 38,312,437
(97.88%)
828,610
(2.12%)
David Farrell 36,315,260
(92.78%)
2,825,786
(7.22%)
Alfredo Sillau 38,293,545
(97.83%)
847,501
(2.17%)
Kylie Dickson 38,357,208
(98.00%)
783,839
(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 Instrume nt 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
Votes Cast
FOR
Votes
Against /
Withheld
Approval of Arrangement 211,895,783
(84.80%)
37,988,933
(15.20%)
Re-appointment of PricewaterhouseCoopers LLP as
the auditor of Roxgold
253,335,182
(99.27%)
1,866,417
(0.73%)
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Detailed voting results regarding the election of Roxgold directors are as follows:
Name
Votes Cast
FOR
Votes
Withheld
Richard Colterjohn 205,609,038
(90.41%)
21,820,098
(9.59%)
John Dorward 207,927,664
(91.43%)
19,501,472
(8.57%)
Kate Harcourt 207,686,644
(91.32%)
19,742,492
(8.68%)
John L. Knowles 207,649,776
(91.30%)
19,779,360
(8.70%)
Oliver Lennox-King 207,594,092
(91.28%)
19,835,044
(8.72%)
Dawn Moss 207,922,022
(91.42%)
19,507,114
(8.58%)
Norman Pitcher 207,910,888
(91.42%)
19,518,248
(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.
Carlos Baca
Manager, Investor Relations
For information about Roxgold Inc.
Graeme Jennings, CFA
Vice President , Investor Relations
The Toronto Stock Exchange has neither reviewed nor accepts responsibility for the adequacy or accuracy
of this news release.
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Forward -looking Statements
This news release contains forward -looking statements which constitute “forward -looking information”
within the meaning of applicable Canadian securities legislation and “forward -looking statements” within
the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995
(collectively, “Forward -looking Statements”). All statements included, other than statements of historical
fact, which address activities, events or developments that Fortuna or Roxgold expects or anticipat es may
or will occur in the future, are forward -looking information.
The Forward -looking Statements in this news release may include, without limitation, statements about
Fortuna and Roxgold’s current expectations, estimates and projections for the pro forma company, the
timing and anticipated receipt of required court approvals, the anticipated timing of the completion 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 or factor on a particular forward -looking statement is not
determinable with certainty as these factors are independent and management's future course of action
would depend on its assessment of all information at that time. Readers are urged to consult the disclosure
provided under the heading "Risk Factors" in each of Fortuna ’s and Roxgold’s annual information form for
the year ended December 31, 2020 which has been filed on SEDAR at www.sedar.com for further information
regarding the risks and other factors applicable to the Arrangement.
Although Fortuna and Roxgold believe that the expectations conveyed by the Forward -looking Statements
are reasonable based on information available at the date of preparation, no assurances can be given as to
future results, levels of activity and achievements. Fortuna and Roxgold disclaim any obligation to update
any Forward -looking Statements, whether as a result of new information, future events or results or
otherwise, except as required by law. There can be no assurance that these Forward -looking Statements will
prove to be accurate, as actual results and future events could differ materially from those anticipated in
such statements. Accordingly, investors should not place undue reliance on Forward -looking Statements.