Benzinga | Apr 26, 2021 07:16AM EDT

Fortuna Silver Mines And Roxgold Enter Merger Agreement; Roxgold Shareholders To Receive 0.283 Shares Of Fortuna And C$0.001 For Each Roxgold Share

Fortuna Silver Mines Inc. ("Fortuna" or the "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 "Arrangement Agreement") whereby Fortuna will acquire all the issued and outstanding securities of Roxgold pursuant to a plan of arrangement (the "Transaction").

Under the terms of the Transaction, Roxgold shareholders will receive 0.283 common shares of Fortuna and C$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.

The exchange ratio implies a consideration of approximately C$2.73 per Roxgold common share based on 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 ending April 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 at approximately C$1.1 billion.