Fortuna and Roxgold shareholders approve business combination to create a global premier growth-oriented intermediate gold and silver producer

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:

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%)

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 Instrument 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%)

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
E: info@fortunasilver.com
For information about Roxgold Inc.
Graeme Jennings, CFA
Vice President, Investor Relations
E: gjennings@roxgold.com

The Toronto Stock Exchange has neither reviewed nor accepts responsibility for the adequacy or accuracy of this news release.

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 anticipates 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.


Primary Logo

News Provided by GlobeNewswire via QuoteMedia

The Conversation (0)
Chris Marcus, silver bars.

Chris Marcus: Silver Market Tight, but Volatile — Price Drivers and Outlook

Chris Marcus, founder of Arcadia Economics, shares his latest thoughts on the silver market, outlining the white metal’s key price drivers right now.

He also shares his outlook for gold as its historic run continues.

Keep reading...Show less
Silver Dollar Extends Curlew Vein Strike Length to 700 Metres with Near Surface Intercepts at Ranger-Page

Silver Dollar Extends Curlew Vein Strike Length to 700 Metres with Near Surface Intercepts at Ranger-Page

Previously reported intercept of 162 g/t Ag, 15.5% Pb and 4.1% Zn over 3 metres interpreted to be the extension of the Curlew Vein from the Blackhawk Mine

Silver Dollar Resources Inc. (CSE: SLV) (OTCQX: SLVDF) (FSE: 4YW) ("Silver Dollar" or the "Company") is pleased to report geologic modeling results correlating to the recently reported near-surface drilling discoveries at the Ranger-Page Project located in northern Idaho's prolific Coeur d'Alene Mining District.

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
Futuristic 3D holographic visualization of resource and geophysical data analysis.

From Data to Discovery: How AI is Changing the Face of Modern Mining

Mineral exploration is one of the riskiest and most capital-intensive phases of the mining lifecycle. The process has traditionally relied heavily on historical geological records, field surveys and extensive drilling, often with low success rates and long time horizons. But a new wave of digital innovation is reshaping the landscape.

Artificial intelligence (AI) and advanced data analytics are increasingly at the forefront of a quiet revolution in mining, offering tools that enhance discovery potential, reduce exploration risk and deliver stronger returns for investors.

Historically, mineral exploration has been marked by high uncertainty and significant financial risk. Companies spend millions of dollars poring over old geological maps, conducting labor-intensive fieldwork and drilling test holes — all in hopes of finding an economically viable deposit. In fact, industry data suggests that only a tiny fraction of exploration projects — approximately one in a thousand — ever reaches production. This low success rate has often made early-stage mining investments difficult to assess and even harder to justify without deep technical insights or a strong appetite for risk.

Keep reading...Show less
Silver bar surrounded by shiny silver nuggets on a black background.

Top 5 Canadian Silver Stocks of 2025

Silver-mining companies and juniors have seen support from a strong silver price in 2025. Since the start of the year, the price of silver has increased by over 11 percent as of April 11, and it reached a year-to-date high of US$34.38 per ounce on March 27.

Silver’s dual function as a monetary and industrial metal offers great upside. Demand from energy transition sectors, especially for use in the production of solar panels, has created tight supply and demand forces.

Demand is already outpacing mine supply, making for a positive situation for silver-producing companies.

Keep reading...Show less
Stacks of shiny silver bars labeled "FINE SILVER" and "999" purity.

ASX Silver Stocks: 5 Biggest Companies in 2025

Silver is often compared to gold due to its importance in jewellery and as a safe-haven investment.

However, silver has many industrial applications too, including in electronics, automobiles and silverware, as well as medicine and photography. Energy transition applications are a growing demand sector for silver too — the metal is valued for its conductive capacity, which makes it particularly useful in the production of photovoltaic panels.

Silver supply has tightened in recent years as industrial demand rises. This was one of several factors that helped the silver price break through the US$34 per ounce mark in October 2024 for the first time since 2012. Heading into the second quarter of 2025, silver once again tested the US$34 level, although it has pulled back to US$31 amid market volatility as of April 10.

Keep reading...Show less
First Majestic Announces 2024 Sustainability Report and Mailing of 2025 AGM Meeting Materials

First Majestic Announces 2024 Sustainability Report and Mailing of 2025 AGM Meeting Materials

First Majestic Silver Corp. (NYSE: AG) (TSX: AG) (FSE: FMV) (the "Company" or "First Majestic") is pleased to announce the release of its 2024 Sustainability Report and the mailing of its meeting materials for the Company's upcoming 2025 Annual General Meeting of Shareholders (the "2025 AGM").

2024 SUSTAINABILITY REPORT

News Provided by Newsfile via QuoteMedia

Keep reading...Show less

Latest Press Releases

Related News

×