DENVER--(BUSINESS WIRE)--Oct 13, 2026--
SSR Mining Inc. (Nasdaq/TSX: SSRM) ("SSR Mining" or the “Company") is pleased to announce that it has entered into a definitive agreement (the “Agreement”) whereby a wholly owned affiliate of SSR Mining will acquire all of the issued and outstanding shares of Roxmore Resources Inc. (TSX:RM) (“Roxmore”) pursuant to a court approved plan of arrangement under the Business Corporations Act (British Columbia) (the “Transaction”). All figures are in U.S. dollars, unless otherwise indicated.
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Roxmore’s Converse Gold Project (“Converse”, the “Project”) is located 6 kilometers west of SSR Mining’s Marigold Complex (“Marigold”) on the Battle Mountain – Eureka Trend in Nevada, USA. Developing Converse as a contiguous asset to Marigold is expected to create opportunities for an expanded production profile in Nevada and deliver more than $200 million in life-of-mine synergies compared to the development of the Project on a stand-alone basis.
Under the terms of the Transaction, Roxmore shareholders will receive C$6.75 per Roxmore common share in cash consideration. Roxmore shareholders will also receive common shares of a newly created gold exploration company (“SpinCo”) that will hold interests in Roxmore’s Rattlesnake Hills Project, Shabu River Project, and Newton Property. SpinCo will be funded with US$10,000,000 in cash and will be owned 85.01% by former Roxmore shareholders and 14.99% by SSR Mining and be led by key members of Roxmore’s current management team. The cash component of the consideration, excluding the value of SpinCo, represents a 27% premium to Roxmore’s closing price on the Toronto Stock Exchange as of October 9 th, 2026 and a 47% premium to the 20-day volume weighted average price (“VWAP”). The fully-diluted in-the-money equity value of the Transaction (excluding the value of SpinCo) is estimated to be approximately $464 million and enterprise value of $392 million. SSR Mining will fund the cash component of the consideration from the Company’s current balance sheet.
Strategic Rationale for the Transaction
Rod Antal, Executive Chairman of SSR Mining, said, “The acquisition of Roxmore and its Converse Gold Project represents a compelling opportunity to add a high-quality multi-million ounce gold resource next door to our Marigold mine at an attractive valuation. We have been carefully monitoring the progress of the Converse deposit for some time, and have conducted a focused due diligence review of the asset. Our due diligence process has been informed by our operational expertise at Marigold, including the technical work completed earlier this year for the construction of the nearby Buffalo Valley project. SSR Mining is the natural acquiror of this exciting deposit and developing an asset in close proximity to Marigold will allow for clear operating and financial efficiencies.
Building on the multi-decade mine life we have now defined for Marigold, Converse has the potential to add 150,000 to 170,000 ounces of average annual gold production to our US operations. The Transaction further reinforces the quality and scale of our platform in the USA and demonstrates our commitment to deliver value accretive growth in our core jurisdictions.
The acquisition will be fully funded from our existing cash position and is aligned with our disciplined capital allocation strategy. Additionally, with no material development spend until the early 2030s, the Transaction ensures SSR Mining retains its free cash flow leadership, supporting the potential for continued, peer-leading capital returns.”
Overview of the Converse Gold Project
Strategic Location
The Converse Gold Project borders the Marigold property and is located approximately 6 kilometers from Marigold’s main infrastructure, creating opportunities for shared services during future development. Combined with SSR Mining’s operational expertise and track record of value creation at Marigold, the Company expects meaningful cost savings and development efficiencies as compared to the stand-alone operation of the Converse Project.
The Converse property is comprised of 526 unpatented mining claims and seven fee land parcels, covering more than 5,000 hectares in Humboldt and Pershing counties, Nevada. The Project is expected to be evaluated as a future extension of the broader Marigold Complex.
Geology
The Converse property hosts two gold-rich skarn deposits known as North Redline and South Redline. These deposits formed following the emplacement of the Redline granitic intrusion into the Havallah Formation sedimentary package. Mineralization is present to 650 meters depth and over a cumulative strike length in excess of 1.2 kilometers. The deposit remains open at depth and along several structural trends, highlighting the potential for future resource growth. Sulfide abundance is relatively low throughout the deposits, typically under 0.5%, and the oxidation profile extends to 400 meters depth along key structures.
As part of its due diligence process, SSR Mining completed an independent review of the Converse Mineral Resource estimate using Mineral Reserve and Mineral Resource price assumptions applied at Marigold, which are lower than the $3,000/oz pit shell used in Roxmore’s 2026 preliminary economic assessment for Converse (the “2026 Converse PEA”). The due diligence process also identified significant upside potential through additional resource development and exploration drilling at the Project, as well as through the potential for higher gold price assumptions in resource shell designs.
Mining
Converse will be mined as a conventional open pit operation using standard truck and shovel mining methods. Importantly, SSR Mining envisages the development of the Converse Project at reduced annual ore tonnages than outlined in the 2026 Converse PEA in context of utilizing a $2,200/oz pit shell, consistent with the Mineral Reserve assumptions applied at Marigold.
Metallurgy & Processing
Extensive metallurgical testing demonstrates that the Converse Project mineralization is amenable to conventional heap leaching. The existing metallurgical database is substantial and includes approximately 1,000 bottle roll tests and 75 column leach tests indicating that crush size is the dominant driver of gold recoveries.
As part of its due diligence review, SSR Mining completed independent metallurgical verification, including copper solubility and cyanide soluble gold testing on representative samples across different lithologies, deposit depths and oxidation levels. The results of this work support SSR Mining’s assessment of the Project and provide confidence in the metallurgical assumptions underpinning its evaluation.
As project development advances, SSR Mining will conduct further metallurgical studies that will focus on optimizing flowsheet design, maximizing recoveries and refining operating parameters. Currently, SSR Mining envisions processing Converse ore via a 3-stage crush heap leach operation. Processing cost assumptions are supported by recent detailed engineering and unit price estimates completed for the 2026 Marigold TRS.
Capital Costs
Initial capital costs are estimated at $800 to $900 million with no material development capital requirements until the early-2030s.
Overall capital cost estimates for the potential development of Converse are supported by the due diligence completed by SSR Mining, detailed engineering work completed as part of the 2026 Marigold TRS for all key items including fleet additions, heap leach pads and process plant as well as from SSR Mining’s direct experience related to hydrogeology, dewatering, site power, and mine equipment costs at Marigold.
Environmental & Permitting
Development of the Converse Project will require federal permitting led by the U.S. Bureau of Land Management, including submission of a Plan of Operations and completion of environmental baseline studies. Given the anticipated scale of the Project, an Environmental Impact Statement process is expected.
SSR Mining believes Converse benefits from a well-defined permitting pathway and intends to leverage its extensive experience permitting and operating mines in Nevada, including Marigold and the adjacent Buffalo Valley project.
Transaction Summary
The proposed Transaction will be completed pursuant to a plan of arrangement under the Business Corporations Act (British Columbia). The Transaction is subject to certain approvals at a special meeting of Roxmore securityholders to be held (the “Special Meeting”), including the approval of (i) at least 66 2/3% of the votes cast by the securityholders of Roxmore (including the holders of Roxmore shares, warrants and options) and, (ii) if required, a simple majority of the votes cast on such resolution by Roxmore shareholders present in person or represented by proxy at the Special Meeting excluding, for the purposes of this clause (ii), votes attached to Roxmore shares held by Persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions.
In addition to the foregoing, the Transaction is also subject to the satisfaction of certain other closing conditions customary for a transaction of this nature including court approval. Subject to the satisfaction of these conditions, the Transaction is expected to be completed in Q4 2026. The Arrangement Agreement includes customary deal protections, including fiduciary-out provisions, non-solicitation covenants, and the right to match any superior proposals. Additionally, a break fee of C$18 million is payable to SSR Mining by Roxmore in certain circumstances if the Transaction is not completed.
Full details of the Transaction, including the Spin-Out, will be included in the Roxmore information circular to be mailed to Roxmore securityholders in connection with the Special Meeting.
Voting Support Agreements
The Transaction is supported by Roxmore’s directors, senior executives and certain major shareholders, who, in aggregate, hold approximately 26.8% of the issued and outstanding Roxmore shares (on a fully diluted basis) and who have entered into agreements to vote all of their Shares and other equity securities in favor of the Transaction.
Counsel & Fairness Opinion
Stikeman Elliott LLP and Dorsey & Whitney LLP are acting as SSR Mining’s legal advisors. CIBC World Markets Inc. has provided a fairness opinion to the Board of Directors of SSR Mining, to the effect that, subject to the assumptions, limitations and qualifications set out in its fairness opinion, as of October 9, 2026, the consideration to be paid by SSR Mining pursuant to the Agreement is fair, from a financial point of view, to the Company.
About SSR Mining
SSR Mining Inc. is a free-cash-flow-focused gold and silver mining company and the third-largest gold producer in the United States. SSR Mining has a diversified portfolio of operating, development and exploration assets across the Americas, including four operating mines in the USA, Canada, and Argentina. In 2026, SSR Mining is expected to produce between 450,000 and 535,000 Gold Equivalent Ounces. The Company is headquartered in Denver, Colorado and is listed under the ticker symbol SSRM on the Nasdaq Stock Market and the Toronto Stock Exchange.
For more information, please visit: www.ssrmining.com.
Endnotes
Cautionary Note Regarding Forward-Looking Information and Statements:
This press release includes “forward looking information” within the meaning of applicable securities laws. Forward-looking information can be identified by terminology such as “may”, “will”, “could”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “projects”, “predict”, “potential”, “continue” or other similar expressions concerning matters that are not historical facts. Statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements, and include, but are not limited to, the successful completion of the acquisition of Roxmore and the timing and benefits thereof; forecasts and outlook; guidance; our operational and development targets and catalysts and the impact of any suspensions on operations; growth initiatives; the results of any gold reconciliations; the ability to discover additional oxide gold ore; the generation of free cash flow and returning cash to shareholders, including via share repurchases or dividends; matters relating to proposed exploration; communications with local stakeholders; maintaining community and government relations; our joint venture governance and operations; negotiation and completion of transactions; commodity prices; Mineral Resources, Mineral Reserves, conversion of Mineral Resources, realization of Mineral Reserves, and the existence or realization of Mineral Resource estimates; the development approach; the timing and amount of future production; the timing of studies, announcements, and analysis; the timing of construction and development of proposed mines and process facilities; capital and operating expenditures; economic conditions; availability of sufficient financing; exploration plans; receipt of regulatory approvals; timing and impact surrounding suspension or interruption of operations as a result of regulatory requirements or actions by governmental authority; and any and all other timing, exploration, development, operational, financial, budgetary, economic, legal, social, environmental, regulatory, and political matters that may influence or be influenced by future events or conditions.
Although we believe that the expectations and assumptions on which such forward-looking information and statements are based are reasonable, you should not place undue reliance on the forward-looking information and statements because we can give no assurance that they will prove to be correct. Forward-looking information and statements are subject to various risks and uncertainties which could cause actual results and expectations to differ materially from the anticipated results or expectations expressed in this press release. Important factors that could cause actual results to differ materially from our historical experience, and present projections and expectations are disclosed in our filings that we make on SEDAR+ atwww.sedarplus.ca, and on EDGAR atwww.sec.gov, including our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. All forward-looking statements in this press release are expressly qualified by such cautionary statements and by reference to the underlying assumptions. Forward-looking information and statements speak only as of the date they are made. Other than as required by law, we do not intend, and undertake no obligation to update any forward-looking information and statements to reflect, among other things, new information or events. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.
Qualified Persons
The scientific and technical information in this news release has been reviewed and verified by Balaji Subrahmanyan, a “qualified person” under subpart 1 of Regulation S-K 1300 (“S-K 1300”) and National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). For a description of the key assumptions, parameters and methods used to estimate Mineral Reserves and Mineral Resources included in this news release, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the CC&V TRS, Marigold TRS and Converse PEA (collectively, the “Technical Disclosure Documents”) for the properties discussed in this news release, which are available under the Company’s corporate profile on EDGAR atwww.sec.gov, and under Roxmore’s corporate profile on SEDAR+ at www.sedarplus.ca.
Supplemental Mineral Reserve and Mineral Resource Information
The Technical Disclosure Documents contain detailed descriptions of data verification, sampling and assay procedures, quality assurance and quality control measures, key assumptions, parameters, risks and other factors supporting the Mineral Resource and Mineral Reserve estimates and the economic analysis.
Mineral Resources, which are not Mineral Reserves, do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, market or other relevant issues. A deposit has been classified as Measured, Indicated and Inferred based on confidence in the geological model and drill spacing disclosed in the applicable Technical Disclosure Documents. The quantity and grade of reported Inferred resources are uncertain in nature, and there has not been sufficient work to define any such Inferred Mineral Resources as Indicated or Measured resources. There is no certainty that any part of a Mineral Resource will ever be converted into Mineral Reserves.
Cautionary Note Regarding Non-GAAP Measures
We have included certain non-GAAP performance measures throughout this document to assist in understanding our financial results. These performance measures are employed by us to measure our operating and economic performance internally and to assist in decision-making, as well as to provide key performance information to senior management. We believe that, in addition to measures prepared in accordance with GAAP, certain investors and other stakeholders will find this information useful to evaluate our operating and financial performance; however, these non-GAAP performance measures do not have any standardized meaning. These performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Our definitions of our non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies. These non-GAAP measures should be read in conjunction with our condensed consolidated interim financial statements.
Mine site free cash flow is a Non-GAAP Measure with no standardized definition under U.S. GAAP.
Non-GAAP Measure - Mine Site Free Cash Flow
The Company uses mine site free cash flow to supplement information in its condensed consolidated financial statements. The Company calculates mine site free cash flow as revenue less cost of sales, exploration, evaluation, and reclamation expenditures, cash care and maintenance, capital expenditures and taxes. We believe presenting asset level revenue minus large cash expenditures will be useful for investors because it represents a view of how much cash is actually generated and spent that is directly attributable to a specific site.
The following table provides a calculation of Mine site free cash flow for Marigold and CC&V since acquisition through June 30, 2026:
Figure 2: SSR Mining – Illustrative Combined U.S. Production Profile (4)
Figure 1: Project Location
