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.
