| Vancouver, April 26, 2021FortunaSilverMinesInc.(Fortunaorthe Company) (NYSE: FSM) (TSX:FVI) and Roxgold Inc. (Roxgold) (TSX: ROXG) (OTCQX: ROGFF) are pleased to announce that they have entered into a definitive agreement (the ArrangementAgreement) whereby Fortuna will acquire all the issued and outstanding securities of Roxgold pursuant toa plan of arrangement (the Transaction).Under the terms of the Transaction, Roxgold shareholders will receive 0.283common shares of Fortuna and C$0.001 for each Roxgold common shareheld. Upon completion of the Transaction, existing Fortuna and Roxgold shareholders will own approximately 64.3% and 35.7% of the pro forma company, respectively.The exchange ratio implies a consideration of approximately C$2.73per Roxgold common share basedon the closing price of the Fortuna common shares on the Toronto Stock Exchange (TSX) on April 23, 2021, representing a 42.1% premium to the closing price of Roxgold on the TSX on the same date. Based on the 20-day volume weighted average price of the Fortuna shares and the Roxgold shares on the TSX for the period endingApril 23, 2021, the exchange ratio implies a premium of 40.4% to Roxgold shareholders. The implied fully diluted in the-money equity value of the Transaction is estimated atapproximately C$1.1billion. |
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