Fortuna and Roxgold complete 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 the completion of the previously announced business combination between Fortuna and Roxgold (the " Transaction ") to create a global premier growth-oriented intermediate gold and silver producer. For additional details related to the Transaction, 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 ".

Jorge A. Ganoza, President and CEO of Fortuna, commented, "The successfully completed business combination creates a low-cost intermediate gold and silver producer with four operating mines and a permitted development project. The company will benefit from a robust exploration pipeline and expanded presence in the Americas and West Africa, two of the fastest growing precious metals producing regions in the world." Mr. Ganoza added, "We look forward to a successful integration and to continue building the business in West Africa on the solid foundations cemented by Roxgold."

John Dorward, President and Chief Executive Officer of Roxgold, commented, "I would like to thank the Roxgold shareholders for their support. I am very proud of the Roxgold team and what we accomplished together and believe Fortuna is now positioned with one of the best organic growth pipelines among any of the intermediate precious metal producers, supported by peer-leading free cash flow generation, increased scale and diversification, and a lower cost of capital."

The Transaction was completed by way of a court-approved plan of arrangement (the " Arrangement ") under the Business Corporations Act (British Columbia) pursuant to the arrangement agreement between Fortuna and Roxgold dated effective April 26, 2021. Under the terms of the Transaction, Fortuna acquired all the issued and outstanding common shares (" Roxgold Shares ") of Roxgold in exchange for 0.283 of a common share of Fortuna (a " Fortuna Share ") and C$0.001 in cash for each Roxgold Share held. Upon completion of the Transaction, Roxgold is a wholly-owned subsidiary of Fortuna.

The Transaction was approved by Roxgold shareholders at a special shareholder meeting held on June 28, 2021 and the issuance of Fortuna Shares under the terms of the Transaction was approved by Fortuna shareholders at Fortuna's annual and special meeting held on June 28, 2021. Following the shareholder meetings, the British Columbia Supreme Court granted a final order on June 30, 2021 approving the Arrangement.

Addition to Fortuna's Board of Directors

Upon completion of the Transaction, Kate Harcourt, a member of the board of directors of Roxgold, was appointed to the board of directors of Fortuna.

Information for former Roxgold Shareholders

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. The Roxgold Shares are expected to be delisted from the TSX and OTCQX two to three trading days following closing and an application will be made to have Roxgold cease to be a reporting issuer.

In order to receive the Fortuna Shares and cash consideration under the Arrangement, registered Roxgold shareholders who hold physical share certificates or DRS Statements must submit a letter of transmittal to Computershare Investor Services Inc. A copy of the letter of transmittal is available on Roxgold's SEDAR profile at www.sedar.com . Roxgold shareholders who hold their Roxgold Shares though a broker or other intermediary should follow the instructions provided by such broker or other intermediary.

Advisors and Counsel

INFOR Financial Inc. acted as financial advisor to Fortuna in connection with the Transaction. Scotiabank acted as financial advisor to the Fortuna Board of Directors in connection with the Transaction. Blake, Cassels & Graydon LLP and Paul Weiss LLP acted as Fortuna's Canadian and United States legal advisors, respectively.

BMO Capital Markets acted as financial advisor to Roxgold in connection with the Transaction. Canaccord Genuity Corp. acted as financial advisor to the Roxgold special committee and Board of Directors in connection with the Transaction. Davies Ward Phillips & Vineberg LLP acted as Roxgold's legal advisor.

About Fortuna Silver Mines Inc.

Fortuna Silver Mines Inc. is a Canadian precious metals mining company with four operating mines and a development project in Argentina, Mexico, Peru, Côte d'Ivoire, and Burkina Faso. Sustainability is integral to all of Fortuna's operations and relationships. Fortuna produces gold and silver 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 .

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, anticipated synergies and benefits of the Transaction, statements with respect to the trading of the Fortuna shares on the Toronto Stock Exchange and New York Stock Exchange, and the de-listing of the Roxgold Shares. 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.

For information about Fortuna Silver Mines Inc.  
Carlos Baca
Director, Investor Relations
E: info@fortunasilver.com

News Provided by Business Wire via QuoteMedia

The Conversation (0)
  Unico Silver Limited

Cerro Leon drill results

Further high-grade mineralisation identified at the Karina prospect

Unico Silver Limited (“USL” or the “Company”) is pleased to announce first assay results from ongoing drilling at the Cerro Leon project, located in the Santa Cruz province of Argentina.

Keep reading...Show less

First Majestic Announces Mailing of Materials for Special Meeting

First Majestic Silver Corp. (NYSE: AG) (TSX: AG) (FSE: FMV) (the "Company" or "First Majestic") is pleased to announce that it has commenced mailing of its meeting materials for the special meeting of the Company's shareholders (the "Special Meeting") that will be held on Tuesday, January 14, 2025 at 11:00 a.m. (Pacific Time) at the offices of Bennett Jones LLP, located at Suite 2500 - 666 Burrard Street, Vancouver, British Columbia V6C 2X8.

At the Special Meeting, pursuant to the requirements of the rules of the Toronto Stock Exchange and the New York Stock Exchange, First Majestic shareholders will be asked to approve an ordinary resolution (the "Share Issuance Resolution") approving the issuance of up to 190,000,000 common shares of First Majestic ("First Majestic Shares") to stockholders of Gatos Silver, Inc. ("Gatos") in connection with the previously announced acquisition by First Majestic of all of the shares of common stock of Gatos (the "Transaction"). First Majestic's Board of Directors unanimously recommends that the Company's shareholders vote FOR the Share Issuance Resolution.

News Provided by Newsfile via QuoteMedia

Keep reading...Show less

Pan American Silver Provides Annual Exploration Update

Pan American Silver Corp. (NYSE: PAAS) (TSX: PAAS) ("Pan American" or the "Company") provides an annual exploration update and releases new exploration drill results for its Jacobina, El Peñon, La Colorada, Huaron, Minera Florida and Timmins mines, as well as its La Colorada Skarn project.

"The success of our exploration program highlights the potential for long-term organic growth at many of our assets," said Christopher Emerson, Vice President of Exploration and Geology at Pan American. "Based on the results we were achieving in exploration this year, we increased our drill budget to over 450,000 metres for 2024. This exploration update highlights these results, and showcases the ongoing discovery of new mineralized structures in and around our existing mining operations."

News Provided by Business Wire via QuoteMedia

Keep reading...Show less
Boab Metals

Boab Metals Limited (ASX: BML) – Trading Halt

Boab Metals Limited (ASX:BML) (the “Company”) hereby requests a trading halt of its securities be granted by the ASX effective immediately, pending a release of an announcement regarding an Offtake and Project Finance Agreement. The trading halt will last until the earlier of commencement of trading on Wednesday, 11 December 2024 or the release to the market of an announcement as specified above. The Company is not aware of any reason why the trading halt should not be granted or of any other information necessary to inform the market about the trading halt. This request was authorised for release by the Board of the Company.

Keep reading...Show less

First Majestic Announces Effectiveness of Registration Statement on Form F-4 and Record & Meeting Dates of Special Meeting for Gatos Silver Acquisition

First Majestic Silver Corp. (NYSE: AG) (TSX: AG) (FSE: FMV) (the "Company" or "First Majestic") is pleased to announce that the Registration Statement on Form F-4 (the "F-4") filed by the Company with the United States Securities and Exchange Commission (the "SEC") in connection with the Company's previously announced acquisition of Gatos Silver, Inc. ("Gatos") (the "Transaction") has become effective under the U.S. Securities Act of 1933. The effectiveness of the F-4 is a condition to closing of the Transaction.

The Company is also pleased to announce that it has set the date of the special meeting of First Majestic shareholders (the "Special Meeting") to approve the issuance of First Majestic common shares to Gatos stockholders in connection with the Transaction. The details of the First Majestic Special Meeting are as follows:

News Provided by Newsfile via QuoteMedia

Keep reading...Show less

Latest Press Releases

Related News

×