• Section 85 Tax Election Instructions for Former Roxgold Inc. Shareholders

In relation to the completion of the business combination of Fortuna Silver Mines Inc. (“Fortuna”) and Roxgold Inc. (“Roxgold”) on July 2, 2021, pursuant to the Arrangement Agreement dated April 26, 2021 between Fortuna and Roxgold, eligible shareholders of Roxgold ("Eligible Holders") may request Fortuna to jointly file a Section 85 election as allowed under the Income Tax Act (Canada) and any applicable similar joint election under the Quebec Tax Act.  This election will allow Eligible Holders to defer all, or a portion, of the Canadian tax they may otherwise have to recognize on any gain realized on the exchange of their Roxgold shares for shares of Fortuna. For further details regarding the fair market value of each class of Fortuna shares received in exchange for Roxgold shares, the definition of Eligible Holder, a description of the election and the process for making such election, please see the “Certain Canadian Federal Tax Considerations For Shareholders” section in the Roxgold Management Information Circular dated May 26, 2021 filed on SEDAR under Roxgold’s company profile.

The tax election process is time sensitive. Your immediate attention is required. The deadline for action is September 30, 2021.

Please refer to the instructions in the letter to Roxgold shareholders for further information on how to file a Section 85 election.  Shareholders will be required to complete the attached questionnaire and email it to PricewaterhouseCoopers LLP at .  

Questions relating to the Section 85 election process can be submitted to PricewaterhouseCoopers LLP at the email address referred to above.

Shareholders should consult their own tax advisors with respect to the Canadian federal income tax consequences of the Arrangement Agreement having regard to their own particular circumstances, and any other consequences to them of such transaction under Canadian federal, provincial, local and foreign tax laws.


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