SSR Mining to acquire Roxmore for C$6.75 per share
Roxmore directors, senior executives and certain major shareholders holding approximately 26.8% of its shares on a fully diluted basis agreed to vote for the transaction.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
SSR Mining Inc. agreed to acquire all issued and outstanding Roxmore Resources shares for C$6.75 per share in cash, subject to the arrangement agreement. SSR Mining will indirectly own 14.99% of SpinCo, which will hold Roxmore’s Rattlesnake Hills, Shabu River and Newton properties and receive US$10 million from Roxmore’s operating accounts; former Roxmore securityholders will own 85.01%. Excluding SpinCo, the transaction’s fully diluted in-the-money equity value is estimated at approximately US$464 million and its enterprise value at US$392 million.
Closing is expected in Q4 2026, subject to Roxmore securityholder and court approvals and other conditions. SSR Mining says the Converse project has potential to add 150,000–170,000 ounces of average annual gold production, and expects more than US$200 million in life-of-mine synergies compared with standalone development. Initial capital costs are estimated at US$800 million to US$900 million, with no material development capital requirements until the early 2030s.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.Expected Converse life-of-mine synergies exceed US$200 million versus standalone development.
Negative
- None.
Filing Explained
SSR Mining will fund the cash purchase consideration from its existing balance sheet.
The agreement is signed but the acquisition is not complete: SSR Mining will fund the cash consideration from its existing balance sheet, and closing remains subject to Roxmore securityholder and court approval.
Roxmore directors, senior executives and certain major shareholders, holding about
SSR Mining’s obligation to complete is also conditioned on no more than
8-K Event Classification
Key Figures
Key Terms
plan of arrangement regulatory
volume weighted average price financial
heap leaching technical
Environmental Impact Statement regulatory
Mineral Resources technical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What approvals are required for SSRM’s Roxmore acquisition?
What break fee applies to SSRM’s Roxmore transaction?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
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(
(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 | ||
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 October 13, 2026, SSR Mining Inc., a corporation incorporated under the laws of British Columbia (the “Company”), 1611454 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia and wholly-owned subsidiary of the Company (the “Purchaser”), and Roxmore Resources Inc., a corporation incorporated under the laws of British Columbia (“Roxmore”), entered into an Arrangement Agreement (the “Arrangement Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, (i) the Company has agreed to acquire all of the issued and outstanding shares of Roxmore in exchange for C$6.75 per Roxmore common share (each, a “Roxmore Common Share”), in cash (as it may be adjusted in accordance with the Arrangement Agreement, the “Cash Consideration”), (ii) the Company will indirectly receive a 14.99% ownership interest in a newly created gold exploration company (“SpinCo”) that will hold interests in Roxmore’s Rattlesnake Hills Project, Shabu River Project, and Newton Property, (iii) SpinCo will be funded with US$10.0 million from Roxmore’s operating accounts, and (iv) the remaining 85.01% of SpinCo will be owned by former Roxmore securityholders. (such transaction, the “Arrangement”), which will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the “Plan of Arrangement”).
The closing of the Arrangement (the “Closing”) is subject to certain customary conditions, including, but not limited to: (i) the approval of the Arrangement by at least (A) 66 2/3% of the votes cast by (i) each holder of Roxmore Common Shares (each, a “Roxmore Shareholder”) and (ii) Roxmore Shareholders, optionholders, and warrantholders, voting together as a single class; and (B) to the extent required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators, a majority of the votes cast by Roxmore Shareholders, excluding Roxmore Common Shares held by persons required to be excluded under applicable Canadian securities laws (collectively, the “Roxmore Securityholder Approval”), at a meeting of Roxmore Shareholders, optionholders, and warrantholders; and (ii) the approval of the Arrangement by the Supreme Court of British Columbia on terms consistent with the Arrangement Agreement and otherwise reasonably satisfactory to the parties. The obligation of the Company to consummate the Arrangement is also conditioned upon no more than 10% of the issued and outstanding Roxmore Common Shares having validly exercised their dissent rights with respect to the Arrangement.
The Arrangement Agreement also contains certain customary termination provisions for both the Company and Roxmore, including, but not limited to: (A) by either the Company or Roxmore, if, among other things: (i) the Arrangement shall not have been consummated on or prior to April 13, 2027 (or such later date as may be agreed in writing by the parties) or (ii) the Roxmore Securityholder Approval shall not have been obtained; or (B) by the Company if, prior to obtaining the Roxmore Securityholder Approval, the Roxmore board of directors changes its recommendation with respect to the Arrangement or Roxmore breaches its non-solicitation restrictions in any material respect, and by Roxmore if, prior to obtaining the Roxmore Securityholder Approval, the Roxmore board authorizes Roxmore to enter into a written agreement with respect to a Superior Proposal (as defined in the Arrangement Agreement) and pays the termination fee equal to C$18.0 million.
The Company and Roxmore each have made customary representations, warranties and covenants in the Arrangement Agreement for a transaction of this nature, in each case generally subject to customary materiality qualifiers. Among other things, Roxmore has agreed, subject to certain exceptions, (i) to conduct its business in the ordinary course, from the date of the Arrangement Agreement until the earlier of the effective time of the Arrangement (the “Effective Time”) and the termination of the Arrangement Agreement, and not to take certain actions prior to the Effective Time without the prior written consent of the Company, (ii) not to solicit an alternative business combination transaction and (iii) to convene a meeting of its securityholders for the purpose of obtaining the Roxmore Securityholder Approval, as applicable, and recommend to the Roxmore Shareholders, optionholders, and warrantholders to approve the transactions contemplated in the Arrangement Agreement.
The foregoing description of the Arrangement Agreement is not complete and is qualified in its entirety by reference to the Arrangement Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein. The Arrangement Agreement and the foregoing description of such agreement have been included to provide investors and stockholders with information regarding the terms of such agreement. The assertions embodied in the representations and warranties contained in the Arrangement Agreement are qualified by information in confidential disclosure schedules delivered by Roxmore to the Company and Purchaser in connection with the signing of the Arrangement Agreement. Moreover, certain representations and warranties in the Arrangement Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties to the Arrangement Agreement. Accordingly, the representations and warranties in the Arrangement Agreement should not be relied on by any persons as characterizations of the actual state of facts and circumstances of Roxmore or the Company, as applicable, at the time they were made and investors should consider the information in the Arrangement Agreement in conjunction with the entirety of the factual disclosure about the Company in its public reports filed with the Securities and Exchange Commission. Information concerning the subject matter of the representations and warranties may change after the date of the Arrangement Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Item 7.01. Regulation FD Disclosure.
On October 13, 2026, the Company issued a news release announcing the entry into the Arrangement Agreement, 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.
Cautionary Note Regarding Forward-Looking Information and Statements
This Current Report on Form 8-K 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 the Company’s future financial performance, the Company’s anticipated growth and trends in the Company’s 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; the Company’s 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; the Company’s 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 the Company believes 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 the Company 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 Current Report on Form 8-K. Important factors that could cause actual results to differ materially from the Company’s historical experience, and present projections and expectations are disclosed in the Company’s filings that it makes on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov, including the Company’s most recent Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q. All forward-looking statements in this Current Report on Form 8-K 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, the Company does not intend, and undertakes 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, the Company’s website is not incorporated by reference into, and is not a part of, this document.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description of Exhibit | |
| 2.1*# | Arrangement Agreement, dated October 13, 2026, between 1611454 B.C. Unlimited Liability Company, SSR Mining Inc. and Roxmore Resources Inc. | |
| 99.1 | Press Release dated October 13, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document. |
* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits or schedules upon request; provided that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
# Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information (i) is not material and (ii) is the type that the Company treats as private or confidential.
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: | Senior Vice President, General Counsel and Corporate Secretary | |
Dated: October 13, 2026
Exhibit 99.1
 |
News Release October 13, 2026 |
SSR MINING ANNOUNCES THE ACQUISITION OF ROXMORE RESOURCES
COMPLEMENTARY STRATEGIC TRANSACTION FURTHER ENHANCES
THE FUTURE OF SSR MINING’S US PLATFORM
| § | ROXMORE’S MULTI-MILLION OUNCE CONVERSE PROJECT IS LOCATED SIX KILOMETERS FROM THE MARIGOLD COMPLEX IN NEVADA |
| § | following the construction of the buffalo valley PROJECT, SSR MINING ENVISIONS DEVELOPiNG converse as a CONTIGUOUS ASSET TO marigold with the POTENTIAL TO ADD APPROXIMATELY 150,000 - 170,000 OUNCES OF ANNUAL GOLD PRODUCTION over 10+ years |
| § | ONCE CONVERSE IS IN PRODUCTION, SSR Mining’s US PLATFORM IS EXPECTED to exceed 450,000 OUNCES of annual production during peak years and AVERAGE approximately 350,000 – 400,000 OUNCES OF GOLD PRODUCTION annually between 2033 and 2042 |
| § | POTENTIAL TO DELIVER +$200 MILLION IN LIFE OF MINE SYNERGIES AS COMPARED TO A STAND-ALONE OPERATION |
| § | HIGHLY ACCRETIVE ALL-CASH TRANSACTION PAID FROM SSR MINING’S EXISTING CASH POSITION |
| § | NO MATERIAL CAPITAL EXPENDITURES EXPECTED UNTIL EARLY 2030s |
| § | REINFORCES SSR MINING’S COMMITMENT TO LOW CAPITAL INTENSITY GROWTH IN ITS CORE JURISDICTIONS, BUILDING ON THE COMPANY’S POSITION AS THE THIRD LARGEST GOLD PRODUCER in the usa |
DENVER - 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.
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 9th, 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.
 | | PAGE 1 |
Strategic Rationale for the Transaction
| · | Adds a multi-million ounce heap leachable resource six kilometers from Marigold providing a clear pathway to future production growth and district-scale development |
| o | Roxmore’s 2026 mineral resource estimate included 103 million tonnes of Indicated resources at 0.65 g/t containing 2.2 million ounces of gold and 218 million tonnes of Inferred resources at 0.43 g/t containing 3.0 million ounces of gold (1) |
| o | SSR Mining envisions developing Converse as a contiguous asset to the Marigold Complex using the same $2,200/oz Mineral Reserve and $2,500/oz Mineral Resource pit shell assumptions used in the 2026 Marigold Complex technical report summary issued on October 13, 2026 (the “Marigold TRS”) |
| § | This contrasts with the standalone development scenario presented in the 2026 Converse preliminary economic assessment, which was based on a $3,000/oz resource pit shell (2) |
| o | Additional resource growth and conversion potential exists through future resource development and exploration drilling |
| · | Potential to materially enhance longer-term production scale in the USA |
| o | Under SSR Mining’s proposed development approach, Converse has the potential to add approximately 150,000 - 170,000 ounces of gold production annually over an estimated 10+ year mine life with initial production targeted for 2033 |
| o | Initial capital for construction is estimated at $800 to $900 million with no material capital spend expected until the early 2030s |
| o | Combined with Marigold and Cripple Creek & Victor (“CC&V”), the Company’s active gold mine in Colorado and its production profile as outlined in the 2025 CC&V technical report summary issued on November 10, 2025 (the “CC&V TRS”), SSR Mining has the potential to produce 350,000 to 400,000 ounces of annual gold production from the USA through the 2030s |
| · | Synergies of over $200 million uniquely available to SSR Mining |
| o | Converse’s proximity to Marigold provides the unique potential to realize estimated undiscounted life-of-mine synergies of at least $200 million through the elimination of duplicate site and corporate G&A costs, as well as procurement and supply chain efficiencies across the Company’s US platform |
| o | Potential additional synergies to be evaluated in future technical work, including shared maintenance facilities, mining fleet optimization, shared water rights, and other areas, representing additional potential upside |
| · | Converse will benefit from SSR Mining’s permitting, mine development, and operational expertise |
| o | Marigold has been in operation since 1989, providing SSR Mining with extensive operational experience, established stakeholder relationships and a track record of delivering value in the region |
| o | Technical due diligence was informed by current Marigold operating costs and recent detailed engineering work completed for the 2026 Marigold TRS, providing a high degree of confidence in the projected capital and operating cost assumptions for Converse |
| o | SSR Mining will build upon the extensive due diligence completed on Converse to further optimize the Project |
| o | Near-term work at Converse will focus on environmental baseline studies, permitting, flowsheet optimization, and technical de-risking activities |
| · | Leverages SSR Mining’s proven track record of creating significant value for shareholders through strategic M&A |
| o | Transaction expected to be accretive to key per share metrics including net asset value and gold Mineral Resources with an investment IRR, inclusive of the cost of acquisition, in excess of SSR Mining’s internal hurdle rate |
| o | SSR Mining’s in-house expertise operating the large tonnage operations at Marigold and CC&V is expected to help ensure the successful integration, development and future operation of Converse |
| o | The Marigold Complex was acquired for a total acquisition cost of $309 million, inclusive of the acquisitions of the Buffalo Valley and Trenton Canyon properties, and now features a +20-year mine life with an NPV5% of $3.3B and has generated more than $1 billion in mine-site free cash flow since acquisition (3) |
| o | Since acquiring CC&V in 2025 for total transaction consideration of $275 million, the operation has generated more than $345 million in mine-site free cash flow and carries a consensus NPV of $1.6 billion |
| | | PAGE 2 |
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 – 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 standalone 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.
Figure 1: Project Location
| | | PAGE 3 |
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.
Figure 2: SSR Mining – Illustrative Combined U.S. Production Profile (4)
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.
| | | PAGE 4 |
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 advisor. 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.
| | | PAGE 5 |
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.
E-Mail: invest@ssrmining.com
Phone: +1 (888) 338-0046
Endnotes
| (1) | Roxmore’s 2026 Mineral Resource Estimate has an effective date of March 31, 2026, and was estimated using a long-term gold price of $3,000 per ounce. For further details, see Roxmore press release of April 20, 2026, and Roxmore’s technical report entitled “NI 43-101 Technical Report on the Preliminary Economic Assessment for the Converse Project, Nevada, USA” with an effective date of May 2, 2026. |
| (2) | Roxmore press release dated April 20, 2026, and Roxmore technical report entitled “NI 43-101 Technical Report on the Preliminary Economic Assessment for the Converse Project, Nevada, USA” with an effective date of May 2, 2026. The preliminary economic assessment contained in such report is preliminary in nature and includes an economic analysis that is based, in part, on inferred Mineral Resources. Inferred Mineral Resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the preliminary economic assessment will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. |
| (3) | “Mine-site free cash flow” is calculated as revenue less cost of sales, exploration and evaluation expenditures, capital expenditures and taxes. Please see the endnotes to this press release for a calculation of Mine-site free cash flow cash. |
| (4) | Illustrative Stacked Production Profile. Converse Gold Production reflects SSR Mining’s current estimate for the Project. Existing USA production profile represents current Mineral Reserves (Proven & Probable) only. Production attributed to Converse is based on current Mineral Resources (Indicated, and Inferred) and represents conceptual development potential only. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Realization of the potential profile from Converse is contingent upon successful infill drilling, completion of economic studies, permitting, and financing. |
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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+ at www.sedarplus.ca, and on EDGAR at www.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 contained in this news release have 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 2026 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 at www.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 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 Measures with no standardized definition under U.S. GAAP.
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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:
(in millions of U.S. dollars, since acquisition)
| Marigold | CC&V | |||||||
| Revenue (GAAP) | $ | 4,455 | $ | 765 | ||||
| Cost of sales | $ | (2,395 | ) | $ | (255 | ) | ||
| Exploration & reclamation | $ | (115 | ) | $ | (20 | ) | ||
| Care & maintenance | $ | — | $ | — | ||||
| Capital expenditure | $ | (730 | ) | $ | (70 | ) | ||
| Mine site free cash flow before taxes (non-GAAP) | $ | 1,215 | $ | 420 | ||||
| Taxes (1) | $ | (160 | ) | $ | (75 | ) | ||
| Mine site free cash flow (non-GAAP) | $ | 1,055 | $ | 345 | ||||
(1) Represents federal and state taxes paid since acquisition
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