Fortuna Silver Mines Inc. (TSX:FVI) entered into a definitive agreement to acquire Roxgold Inc. (TSX:ROXG) from Appian Natural Resources Fund LP and Appian Natural Resources (ust) Fund LP, funds managed by Appian Capital Advisory LLP and Others for CAD 1.1 billion on April 26, 2021. Under the terms of the Transaction, Roxgold shareholders will receive 0.283 common shares of Fortuna and CAD 0.001 for each Roxgold common share held. Upon completion of the Transaction, existing Fortuna and Roxgold shareholders will own approximately 64.3% and 35.7% of the pro forma company, respectively. As per announcement on June 28, 2021, current Fortuna shareholders and former Roxgold shareholders will own approximately 63.6% and 36.4% of the outstanding Fortuna Shares, respectively. The exchange ratio implies a consideration of approximately CAD 2.73 per Roxgold common share. The Arrangement Agreement contains customary provisions including reciprocal non-solicitation, “fiduciary out” and “right to match” provisions, as well as a reciprocal CAD 40 million termination fee payable to Fortuna or Roxgold under certain circumstances and, in certain other customary circumstances, reciprocal expense reimbursement of $3 million. 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. Upon completion of the Transaction, management of the combined company will feature proven and experienced mining and business leaders at the executive team level, along with diverse, high-performing teams at the combined company's regional and operating sites. Continuing Executives at Roxgold are Paul Criddle, Chief Operating Officer – Africa; Paul Weedon, Vice President Exploration – Africa; and Eric Gratton, GM External Relations – Africa.

The Transaction will be effected by way of a court-approved plan of arrangement under the British Columbia Business Corporations Act, requiring the approval of at least 66% of the votes cast by the shareholders of Roxgold voting in person, virtually or represented by proxy at a special shareholders' meeting to consider the Transaction. The issuance of Fortuna shares pursuant to the Transaction will require approval by a simple majority of the votes cast by the shareholders of Fortuna voting in person, virtually or represented by proxy at a special shareholders' meeting to be called to consider, in addition to certain annual meeting matters, the issuance of Fortuna shares pursuant to the requirements of the TSX. In addition to shareholder approval, the Transaction is subject to approval by the Supreme Court of British Columbia, third party approval, holders of no more than 5% of Roxgold shares shall have validly exercised dissent right, listing of consideration shares and TSX and NYSE approval and the satisfaction of certain other closing conditions customary in transactions of this nature. The Arrangement Agreement has been unanimously approved by the boards of directors of each of Fortuna and Roxgold, including, in the case of Roxgold, following the unanimous recommendation of a special committee of independent directors. Both Boards of Directors unanimously recommend that their respective shareholders vote in favour of the Transaction. In connection with the Transaction, officers and directors of Roxgold collectively holding 3.52% of the total Roxgold shares have entered into voting support agreements with Fortuna, pursuant to which they have agreed, among other things, to vote their Roxgold shares in favour of the Transaction. Appian Natural Resources Fund, which is Roxgold's largest shareholder and controls 13.2% of the issued and outstanding Roxgold shares, has also provided its support in favour of the Transaction. In addition, officers and directors of Fortuna collectively holding 1.5% of the total Fortuna shares have entered into voting support agreements with Roxgold pursuant to which they have agreed, among other things, to vote their Fortuna shares in favour of the issuance of the Fortuna shares pursuant to the Transaction. Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”), two leading proxy advisory firms who provide independent voting recommendations to institutional investors, have recommended that both Fortuna and Roxgold shareholders vote “FOR” the companies´ respective resolutions in connection with the proposed business combination. As of May 26, 2021, the special meeting of the Roxgold and Fortuna shareholders will be held on June 28, 2021. As of June 28, 2021, both Fortuna Silver and Roxgold shareholders approved the transaction. The transaction is expected to close late June or Early July 2021. As of June 28, 2021, the transaction is expected to close on July 2, 2021.

Scotiabank delivered a verbal fairness opinion to the Board of Directors of Fortuna and Each of BMO Capital Markets and Canaccord Genuity Corp. provided the Roxgold special committee and Board of Directors with a verbal opinion. INFOR Financial Inc. is acting as financial advisor to Fortuna in connection with the Transaction. Scotiabank has acted as financial advisor to the Fortuna Board of Directors in connection with the Transaction. Peter O'Callaghan and Susan Tomaine of Blake, Cassels & Graydon LLP and Paul Weiss LLP are acting as Fortuna's Canadian and United States legal advisors, respectively. BMO Capital Markets is acting as financial advisor to Roxgold in connection with the Transaction. Canaccord Genuity Corp. is acting as financial advisor to the Roxgold special committee and Board of Directors in connection with the Transaction. Melanie Shishler and Aaron Atkinson of Davies Ward Phillips & Vineberg LLP and Melanie Harmer of McMillan LLP acted as Roxgold's legal advisor. Kingsdale Advisors acted as proxy solicitor for Roxgold. MacKenzie Partners, Inc. and Laurel Hill Advisory Group acted as information agent for Fortuna and will be paid a fees of CAD 37,180.5( $30,000) and CAD 100,000. Computershare Investor Services Inc. acted as depositary for Roxgold.

Fortuna Silver Mines Inc. (TSX:FVI) completed the acquisition of Roxgold Inc. (TSX:ROXG) from Appian Natural Resources Fund LP and Appian Natural Resources (ust) Fund LP, funds managed by Appian Capital Advisory LLP and others on July 2, 2021. As of June 30, 2021, British Columbia Supreme Court approved the transaction.