SSR Mining to Acquire Roxmore Resources for C$6.75 Per Share in Cash

SSR Mining Inc. has entered into a definitive Arrangement Agreement to acquire all outstanding shares of Roxmore Resources Inc. for C$6.75 per share in cash. The transaction also includes the creation of a new, separately funded gold exploration company, "SpinCo," which will hold certain of Roxmore's exploration assets.

Key Details

• Transaction Terms: SSR Mining will acquire all issued and outstanding shares of Roxmore for C$6.75 in cash per share.
• Spin-Off Agreement: As part of the deal, a new exploration company ("SpinCo") will be formed to hold Roxmore's Rattlesnake Hills, Shabu River, and Newton projects. SpinCo will be funded with US$10.0 million, with SSR Mining retaining a 14.99% interest and former Roxmore securityholders owning 85.01%.
• Conditions & Timeline: The acquisition is subject to customary closing conditions, including approval by at least 66 2/3% of Roxmore securityholders and the Supreme Court of British Columbia. The transaction has a termination deadline of April 13, 2027.
• Termination Fee: The agreement includes a C$18.0 million termination fee payable by Roxmore to SSR Mining under certain conditions, such as accepting a superior proposal.