Page 1

FOR FEEP FORTUNA SILVER MINES INC . Roxgold Source : Fortuna Silver Mines Inc. June 28 , 2021 18:30 ET Fortuna and Roxgold shareholders approve business combination to create a global premier growth - oriented intermediate gold and silver producer VANCOUVER , British Columbia , June 28 , 2021 ( GLOBE NEWSWIRE ) -- 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 as 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 the 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 satisfaction 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 : Votes Cast Against / in Item of Business Votes Cast FOR connection with the 37,829,172 ( 96.65 % ) 69,528,259 Share Issuance Arrangement Re - appointment of KPMG LLP as the auditor of Fortuna Fixing the number of directors elected to the board of Fortuna at six ( 98.55 % ) 38,543,472 ( 98.47 % ) Detailed voting results regarding the election of Fortuna directors are as follows : Name Jorge A. Ganoza Durant David Laing Votes Cast FOR 38,509,971 ( 98.39 % ) 37,097,973 ( 94.78 % ) Withheld 1,311,875 ( 3.35 % ) 1,023,311 ( 1.45 % ) 597,574 ( 1.53 % ) Votes Withheld 631,076 ( 1.61 % ) 2,043,074 ( 5.22 % )