STOCK TITAN

SSR Mining (NASDAQ: SSRM) inks $1.5B all-cash deal for Çöpler mine

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SSR Mining Inc. has entered into a binding memorandum of understanding to sell its 80% ownership stake in the Çöpler mine and related properties in Türkiye to Cengiz Holding A.S. for $1.5 billion in cash. Cengiz Holding must pay a $100 million deposit, creditable at closing and refundable only in limited cases, and the agreement includes a $50 million reciprocal termination fee.

The deal is subject to definitive agreements, limited due diligence on mineral reserves and resources, and regulatory approval from the Turkish General Directorate of Mining and Petroleum Affairs and other consents. Closing is expected in the third quarter of 2026. The transaction excludes SSR Mining’s interest in the Hod Maden development project, and the company indicates that proceeds are expected to support reinvestment in the business, capital returns, and growth initiatives while further shifting its portfolio focus to the Americas.

Positive

  • Material all-cash monetization of a major asset: SSR Mining agreed to sell its 80% stake in the Çöpler mine for $1.5 billion in cash, supported by a fairness opinion stating the consideration is fair from a financial point of view as of March 3, 2026.
  • Deal structure includes protections and visibility: A $100 million deposit, a $50 million reciprocal termination fee, and the absence of a financing contingency for Cengiz Holding provide notable elements of deal certainty, subject to completion of agreed conditions.

Negative

  • None.

Insights

Large all-cash sale of a core mine, reshaping SSR Mining’s portfolio.

SSR Mining agreed to sell its 80% stake in the Çöpler mine for $1.5 billion in cash to Cengiz Holding. A $100 million deposit and a $50 million reciprocal break fee add deal certainty features, while a fairness opinion supports the financial terms.

The binding MoU still requires definitive agreements, limited due diligence on mineral reserves and resources, and regulatory approval from Türkiye’s General Directorate of Mining and Petroleum Affairs. Either party can terminate, triggering the $50 million fee, so completion depends on execution of these steps.

If closed as outlined, this transaction would convert a major Turkish asset into cash that the company expects to use for reinvestment, capital returns, and accretive growth, and it continues a strategic shift of the portfolio toward the Americas following the Cripple Creek & Victor acquisition.

false 0000921638 A1 CO 0000921638 2026-03-03 2026-03-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):

March 3, 2026

 

SSR Mining Inc.

(Exact name of Registrant as Specified in Its Charter)

 

British Columbia

(State or Other Jurisdiction of Incorporation)

 

001-35455 

(Commission File Number)

 

98-0211014

(I.R.S. Employer Identification No.)

 

6900 E. Layton Ave., Suite 1300, Denver, Colorado USA 80237 

(Address of principal executive offices) (zip code)

 

(303) 292-1299

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

                     
Title of each class   Trading Symbol   Name of each exchange on which registered
Common Shares without par value   SSRM   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

   

 

 

ITEM 1.01. Entry Into a Material Definitive Agreement.

 

On March 3, 2026, SSR Mining Inc., a British Columbia corporation (the “Company”), entered into a binding memorandum of understanding (the “MoU”) with Cengiz Holding A.S. (“Cengiz Holding”) to sell its 80% ownership interest in the Çöpler mine and related properties in Türkiye (collectively, “Çöpler”) for $1.5 billion (the “Purchase Price”) in cash (the “Transaction”). The Transaction excludes the Company’s interests in the Hod Maden development project. Cengiz Holding is required to pay a deposit of $100 million within ten business days of the date of the MoU, which is creditable against the Purchase Price at the closing or refundable (in full or partially) in certain limited circumstances. The Purchase Price and the deposit are payable in U.S. dollars.

 

The parties have agreed to negotiate in good faith and use their reasonable best efforts to finalize and execute definitive agreements that will set forth the terms of the Transaction and will be consistent with the MoU within 21 calendar days of the date of the MoU. The definitive agreements will contain limited representations from the Company related to its ownership of Çöpler, its ability to enter into the agreements and other matters. Cengiz Holding’s obligation to proceed with the Transaction is subject to the satisfactory completion of limited due diligence related to mineral reserves and resources at Çöpler, but is not subject to the receipt of operational or other permits or licenses related to Çöpler, nor is it subject to any financing contingency. Either party has the right to terminate the MoU at any time upon notice to the other party, subject to the payment of a termination fee in the amount of $50 million.

 

The Purchase Price is subject to adjustment at closing in the following circumstances: (a) after the parties agree on a final Transaction structure, which will increase or decrease the Purchase Price by $50 million, and (b) for working capital balances and certain other potential amounts owed to third parties at the closing of the Transaction.

 

The MoU contemplates that the closing of the Transaction will occur no later than 120 calendar days from the execution of the definitive agreements and will be subject to receipt of regulatory approval from the Turkish General Directorate of Mining and Petroleum Affairs, as well as other consents and approvals that may be required in connection with the Transaction, and other customary conditions.

 

The foregoing description of the MoU does not purport to be complete and is qualified in its entirety by reference to the full text of the MoU, which the Company intends to file with the Securities and Exchange Commission as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

 

 

ITEM 7.01. Regulation FD Disclosure.

 

On March 4, 2026, the Company issued a news release announcing the entering into of the MoU, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.

 

ITEM 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

     
Exhibit Number   Description of Exhibit
99.1  

News Release, dated as of March 4, 2026, announcing the entering into of a binding memorandum of understanding to sell its ownership in the Çöpler mine

104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

   

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SSR MINING INC.  
     
  By: /s/ Eric Gunning  
    Name: Eric Gunning  
    Title:

General Counsel and

 
      Corporate Secretary  
Dated: March 4, 2026        

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

News Release

March 4th, 2026

 

SSR MINING ANNOUNCES BINDING AGREEMENT TO SELL ITS OWNERSHIP IN THE ÇÖPLER MINE FOR $1.5 BILLION IN CASH

DENVER - SSR Mining Inc. (Nasdaq/TSX: SSRM) ("SSR Mining" or the “Company") announces that it has entered into a binding memorandum of understanding to sell its 80% ownership stake in the Çöpler mine and related properties in Türkiye (collectively, “Çöpler”) for $1.5 billion (the “Purchase Price”) in cash (the “Transaction”). The entire $1.5 billion cash consideration is payable on or before the Transaction’s closing. Çöpler is being acquired by Cengiz Holding A.S. (“Cengiz Holding”), one of Türkiye’s largest industrial companies with operations spanning copper, gold and aluminum mining and processing, as well as major interests in construction, energy, metallurgy and the chemicals and fertilizer industries. The Transaction excludes SSR Mining’s interests in the Hod Maden development project.

Rod Antal, Executive Chairman of SSR Mining, said, “Over the last two years, we have worked diligently to progress the Çöpler mine to allow for a safe and responsible restart of operations. We have also concurrently worked closely with the Türkiye government authorities to address each requirement to secure the necessary approvals to restart operations. As part of these extensive efforts, we continued a strategic review of the optimal path forward at Çöpler to maximize shareholder value, and today we are pleased to announce this all-cash Transaction with Cengiz Holding. We believe the Transaction will deliver significant net asset value and cash flow accretion relative to consensus estimates for Çöpler, which we expect will deliver immediate value to shareholders.

The cash proceeds received through the Transaction are expected to be used for continued reinvestment in the business, capital returns, and accretive growth initiatives. We are also conducting a strategic review of our remaining platform in Türkiye, including our 20% earned interest in the Hod Maden development project.

With last year’s acquisition of the Cripple Creek & Victor mine and today’s agreement for the sale of Çöpler, we have strategically repositioned the portfolio to the Americas. As the third largest gold producer in the United States, SSR Mining is expected to continue its robust annual production, anchored by operations in the USA.”

Transaction Terms

The Purchase Price is payable in U.S. dollars. Cengiz Holding is required to pay a deposit of $100 million, which is creditable against the Purchase Price at the closing of the Transaction or refundable (in full or partially) in certain limited circumstances. In addition, the Transaction includes a $50 million reciprocal break fee. The closing of the Transaction will be subject to receipt of regulatory approval from the Turkish General Directorate of Mining and Petroleum Affairs, as well as other consents and approvals that may be required in connection with the Transaction, and other customary conditions.

Cengiz Holding’s obligation to proceed with the Transaction is subject to the satisfactory completion of limited due diligence related to mineral reserves and resources at Çöpler but is not subject to the receipt of operational or other permits or licenses related to Çöpler, nor is it subject to any financing contingency. Either party has the right to terminate the binding memorandum of understanding at any time upon notice to the other party, subject to the payment of a termination fee in the amount of $50 million. The Transaction is expected to close in the third quarter of 2026.

The Çöpler mine and related properties encompass all mining licenses, assets, rights, liabilities and interests relating to or in connection with SSR Mining’s operations in eastern Anatolia, including Çöpler, Çakmaktepe, Bayramdere, Mavialtin, and Tunçpınar.

 

 

   

 

 

Counsel & Fairness Opinion

Allen Overy Shearman Sterling 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 March 3, 2026, the consideration to be received by SSR Mining pursuant to the binding Memorandum of Understanding is fair, from a financial point of view, to the Company.

About SSR Mining

SSR Mining is listed under the ticker symbol SSRM on the Nasdaq and the TSX.

For more information, please visit: www.ssrmining.com.

E-Mail: invest@ssrmining.com

Phone: +1 (888) 338-0046

 

Cautionary Note Regarding Forward-Looking Information and Statements:

Except for statements of historical fact relating to us, certain statements contained in this news release constitute forward-looking information, future oriented financial information, or financial outlooks (collectively “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information may be contained in this document and our other public filings. Forward-looking information relates to statements concerning our outlook and anticipated events or results and, in some cases, 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.

Forward-looking information and statements in this news release are based on certain key expectations and assumptions made by us. Although we believe that the expectations and assumptions on which such forward-looking information and statements are based are reasonable, undue reliance should not be placed 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 experience to differ materially from the anticipated results or expectations expressed in this news release.

Forward-looking information and statements in this news release are subject to a number of risks and other considerations including, among other things: we and Cengiz Holding may fail to finalize and enter into definitive agreements relating to the Transaction, the possibility that the final terms of the transaction with Cengiz Holding contained in the definitive agreements may differ, including materially, from the terms currently anticipated by the memorandum of understanding entered into by us and Cengiz Holding; our ability to enter into definitive agreements or to successfully close the Transaction within the time periods anticipated, or at all; our ability to obtain necessary regulatory and other approvals or consents for the Transaction that may be required; changes in local, national and global political and economic conditions; governmental and regulatory requirements and actions by governmental authorities, including changes in government policy, government ownership requirements; our ability to generate free cash flow and return capital to shareholders, including via share repurchases or dividends; our review of strategic plans regarding our operations in Türkiye; maintaining community and governmental relations; status of negotiations of current and future joint ventures and their governance and operations; foreign currency exchange rates; interest rates; access to capital markets and associated cost of funds; and any and all other timing, exploration, development, operational, financial, budgetary, economic, legal, social, geopolitical, regulatory and political factors that may influence future events or conditions.

The above list is not exhaustive of the factors that may affect any of the Company’s forward-looking information. You should not place undue reliance on forward-looking information and statements. Forward-looking information and statements are only predictions based on our current expectations and our projections about future events. Actual results may vary from such forward-looking information for a variety of reasons including, but not limited to, risks and uncertainties described above and those disclosed in our filings that we make on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov and other unforeseen events or circumstances. Other than as required by law, we do not intend, and undertake no obligation to update any forward-looking information to reflect, among other things, new information or future 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.

 

 

 

 

 

FAQ

What transaction did SSR Mining (SSRM) announce involving the Çöpler mine?

SSR Mining announced a binding memorandum of understanding to sell its 80% ownership stake in the Çöpler mine and related properties in Türkiye to Cengiz Holding A.S. for $1.5 billion in cash, payable on or before the closing of the transaction.

Who is buying SSR Mining’s 80% stake in the Çöpler mine and for how much?

Cengiz Holding A.S., one of Türkiye’s large industrial groups, is acquiring SSR Mining’s 80% stake in the Çöpler mine and related properties for $1.5 billion in cash, with the entire consideration due on or before the transaction’s closing date.

What deposits or break fees are included in SSR Mining’s Çöpler sale agreement?

Cengiz Holding must pay a $100 million deposit, creditable against the $1.5 billion purchase price and refundable only in limited circumstances. The binding memorandum of understanding also includes a $50 million reciprocal termination fee if either party chooses to terminate the agreement.

What conditions must be satisfied before SSR Mining’s Çöpler transaction can close?

Closing requires definitive agreements, limited due diligence on mineral reserves and resources, and regulatory approval from the Turkish General Directorate of Mining and Petroleum Affairs, plus other required consents and customary conditions, with the transaction currently expected to close in the third quarter of 2026.

Does the Çöpler transaction include SSR Mining’s interest in Hod Maden?

The Çöpler transaction specifically excludes SSR Mining’s interest in the Hod Maden development project. The company noted it is conducting a strategic review of its remaining platform in Türkiye, including its 20% earned interest in Hod Maden, separate from this announced sale.

How does the Çöpler sale fit into SSR Mining’s broader strategy?

SSR Mining stated that the Çöpler sale, following its earlier acquisition of the Cripple Creek & Victor mine, further repositions its portfolio toward the Americas. The company expects cash proceeds to support reinvestment in the business, capital returns, and accretive growth initiatives anchored by U.S. operations.

When is SSR Mining’s sale of the Çöpler mine expected to close?

The memorandum of understanding contemplates that closing will occur no later than 120 days after signing definitive agreements, and the company currently expects the transaction to close in the third quarter of 2026, subject to regulatory approvals and other customary closing conditions.

Filing Exhibits & Attachments

4 documents
Ssr Mng Inc

NASDAQ:SSRM

SSRM Rankings

SSRM Latest News

SSRM Latest SEC Filings

SSRM Stock Data

5.88B
201.46M
Gold
Mineral Royalty Traders
Link
United States
DENVER