SSR Mining to buy Roxmore for C$6.75 a share in cash, adding Converse next to Marigold

SSR Mining Inc. said it signed a definitive arrangement agreement on October 13, 2026 to acquire all of Roxmore Resources Inc.'s issued and outstanding shares for C$6.75 per common share in cash, a 27% premium to Roxmore's Toronto Stock Exchange close on October 9 and a 47% premium to the 20-day volume weighted average price. The company put the fully-diluted in-the-money equity value of the transaction at approximately $464 million, excluding a spun-out exploration company, and enterprise value at $392 million.

A cash deal that leaves a spin-out behind

SSR Mining signed an arrangement agreement with Roxmore Resources Inc. on October 13, 2026 under a plan of arrangement governed by British Columbia business law, the Form 8-K says. Roxmore shareholders receive C$6.75 per common share in cash plus shares of a newly created exploration company, SpinCo, which holds the Rattlesnake Hills, Shabu River and Newton properties. 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. The filing carries the deal under Item 1.01 and the news release under Item 7.01.

SSR Mining said it will fund the cash component of the consideration, excluding the value of SpinCo, from its current balance sheet. The company estimated the fully-diluted in-the-money equity value of the transaction at approximately $464 million, excluding SpinCo, and enterprise value at $392 million. Executive Chairman Rod Antal said, "The acquisition will be fully funded from our existing cash position and is aligned with our disciplined capital allocation strategy."

Converse's ounces, re-cut on Marigold's price assumptions

Roxmore's 2026 mineral resource estimate, effective March 31, 2026, 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. SSR Mining reviewed that estimate using the same $2,200 per ounce Mineral Reserve and $2,500 per ounce Mineral Resource pit-shell assumptions as its 2026 Marigold Complex technical report summary, lower than the $3,000 per ounce shell behind Roxmore's 2026 Converse preliminary economic assessment.

Converse borders the Marigold property, about 6 kilometers from the complex's main infrastructure, and covers 526 unpatented mining claims and seven fee land parcels across more than 5,000 hectares in Humboldt and Pershing counties, Nevada. SSR Mining estimates undiscounted life-of-mine synergies of at least $200 million from eliminating duplicate site and corporate costs and combining procurement and supply chain, compared with developing the project on a stand-alone basis.

Production from 2033, with capital deferred

Under SSR Mining's proposed development approach, Converse could add approximately 150,000 to 170,000 ounces of annual gold production over an estimated 10+ year mine life, with initial production targeted for 2033. Initial capital costs are estimated at $800 million to $900 million, with no material development spend until the early 2030s. Antal 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."

The company expects its US platform, including Marigold and the Cripple Creek & Victor mine in Colorado, to exceed 450,000 ounces of annual production in peak years and to average 350,000 to 400,000 ounces a year between 2033 and 2042. SSR Mining expects to produce 450,000 to 535,000 gold equivalent ounces in 2026. Development will need federal permitting led by the U.S. Bureau of Land Management, including a plan of operations, environmental baseline studies and an Environmental Impact Statement.

How Marigold's cash flow frames the purchase

SSR Mining frames the purchase against cash its existing US mines have generated. Marigold, acquired for a total acquisition cost of $309 million including the Buffalo Valley and Trenton Canyon properties, has generated mine-site free cash flow of $1.06 billion since acquisition through June 30, 2026 and now carries a +20-year mine life with an NPV 5% of $3.3 billion. Cripple Creek & Victor, bought in 2025 for $275 million, has generated $345 million, or $1.4 billion across the two assets.

Those amounts are non-GAAP and come from a table stated in millions of U.S. dollars. SSR Mining defines mine-site free cash flow as revenue less cost of sales, exploration, evaluation and reclamation expenditures, cash care and maintenance, capital expenditures and taxes.

Approvals, locked-up votes and a fourth-quarter close

Completion needs at least two-thirds of the votes cast by Roxmore securityholders, a majority of minority votes if Canadian securities law requires one, and approval from the Supreme Court of British Columbia. The Form 8-K makes closing conditional on no more than 10% of Roxmore shares exercising dissent rights. Directors, senior executives and certain major shareholders holding about 26.8% on a fully diluted basis have agreed to vote in favor, and CIBC World Markets gave SSR Mining's board a fairness opinion as of October 9, 2026.

Either side may terminate the agreement if the transaction has not closed by April 13, 2027, and Roxmore must pay SSR Mining a break fee of C$18 million if it ends the deal to accept a superior proposal, the Form 8-K says. SSR Mining expects to complete the transaction in the fourth quarter of 2026, with the full terms to be set out in a Roxmore information circular for a special meeting.