GlobeNewswire Inc | Jun 28, 2021 06:30PM EDT

June 28, 2021

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:

Item of Business Votes Cast Votes Cast Against FOR / WithheldShare Issuance in connection with the 37,829,172 1,311,875Arrangement (96.65%) (3.35%)Re-appointment of KPMG LLP as the auditor 69,528,259 1,023,311of Fortuna (98.55%) (1.45%)Fixing the number of directors elected to 38,543,472 597,574the board of Fortuna at six (98.47%) (1.53%)

Detailed voting results regarding the election of Fortuna directors are as follows:

Name Votes Cast FOR Votes WithheldJorge A. Ganoza Durant 38,509,971 631,076 (98.39%) (1.61%)David Laing 37,097,973 2,043,074 (94.78%) (5.22%)Mario Szotlender 38,312,437 828,610 (97.88%) (2.12%)David Farrell 36,315,260 2,825,786 (92.78%) (7.22%)Alfredo Sillau 38,293,545 847,501 (97.83%) (2.17%)Kylie Dickson 38,357,208 783,839 (98.00%) (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 Votes Against / FOR WithheldApproval of Arrangement 211,895,783 37,988,933 (84.80%) (15.20%)Re-appointment of PricewaterhouseCoopers LLP 253,335,182 1,866,417as the auditor of Roxgold (99.27%) (0.73%)

Detailed voting results regarding the election of Roxgold directors are as follows:

Name Votes Cast FOR Votes WithheldRichard Colterjohn 205,609,038 21,820,098 (90.41%) (9.59%)John Dorward 207,927,664 19,501,472 (91.43%) (8.57%)Kate Harcourt 207,686,644 19,742,492 (91.32%) (8.68%)John L. Knowles 207,649,776 19,779,360 (91.30%) (8.70%)Oliver Lennox-King 207,594,092 19,835,044 (91.28%) (8.72%)Dawn Moss 207,922,022 19,507,114 (91.42%) (8.58%)Norman Pitcher 207,910,888 19,518,248 (91.42%) (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 Hound greenstone belt in Burkina Faso and is also advancing the development and exploration of the Sgula Gold Project located in Cte dIvoire. Roxgold trades on the TSX under the symbol ROXG and as ROGFF on OTCQX.

For information about Fortuna Silver Mines For information about RoxgoldInc. Inc.Carlos Baca Graeme Jennings, CFAManager, Investor Relations Vice President, InvestorE: info@fortunasilver.com 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 Roxgolds 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 Fortunas and Roxgolds 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.