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 TO 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
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Figure 1: Project Location
Roxmore’s
Under the terms of the Transaction, Roxmore shareholders will receive
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
- 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)
SSR Mining envisions developing Converse as a contiguous asset to theMarigold Complex using the same$2,200 /oz Mineral Reserve and$2,500 /oz Mineral Resource pit shell assumptions used in the 2026Marigold Complex technical report summary issued onOctober 13, 2026 (the “Marigold TRS”)- This contrasts with the stand-alone development scenario presented in the 2026 Converse preliminary economic assessment, which was based on a
$3,000 /oz resource pit shell (2)
- This contrasts with the stand-alone development scenario presented in the 2026 Converse preliminary economic assessment, which was based on a
- 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 - Under SSR Mining’s proposed development approach, Converse has the potential to add approximately 150,000 to 170,000 ounces of gold production annually over an estimated 10+ year mine life with initial production targeted for 2033
- Initial capital for construction is estimated at
$800 to$900 million with no material capital spend expected until the early 2030s - Combined with Marigold and
Cripple Creek & Victor (“CC&V”), the Company’s active gold mine inColorado , and its production profile as outlined in the 2025 CC&V technical report summary issued onNovember 10, 2025 (the “CC&V TRS”),SSR Mining has the potential to produce 350,000 to 400,000 ounces of annual gold production from theUSA through the 2030s
- Synergies of over
$200 million uniquely available toSSR Mining - 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 - 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’s proximity to Marigold provides the unique potential to realize estimated undiscounted life-of-mine synergies of at least
- Converse will benefit from SSR Mining’s permitting, mine development, and operational expertise
- 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 - 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
SSR Mining will build upon the extensive due diligence completed on Converse to further optimize the Project- Near-term work at Converse will focus on environmental baseline studies, permitting, flowsheet optimization, and technical de-risking activities
- Marigold has been in operation since 1989, providing
- Leverages SSR Mining’s proven track record of creating significant value for shareholders through strategic M&A
- 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
- 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
The Marigold Complex was acquired for a total acquisition cost of$309 million , inclusive of the acquisitions of theBuffalo Valley andTrenton 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)- 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$1.8 billion
Building on the multi-decade mine life we have now defined for Marigold, Converse has the potential to add 150,000 to 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
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
Overview of the
Strategic Location
The Converse property is comprised of 526 unpatented mining claims and seven fee land parcels, covering more than 5,000 hectares in
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,
Mining
Converse will be mined as a conventional open pit operation using standard truck and shovel mining methods. Importantly,
Metallurgy & Processing
Extensive metallurgical testing demonstrates that the
As part of its due diligence review,
As project development advances,
Capital Costs
Initial capital costs are estimated at
Overall capital cost estimates for the potential development of Converse are supported by the due diligence completed by
Environmental & Permitting
Development of the
Transaction Summary
The proposed Transaction will be completed pursuant to a plan of arrangement under the Business Corporations Act (
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
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
About
For more information, please visit: www.ssrmining.com.
Endnotes
| _________________________ | |
(1) | Roxmore’s 2026 Mineral Resource Estimate has an effective date of |
(2) | Roxmore press release dated |
(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. |
(4) | Illustrative Stacked Production Profile. Converse Gold Production reflects SSR Mining’s current estimate for the Project. Existing |
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-
Qualified Persons
The scientific and technical information in this news release has been reviewed and verified by
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 the 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 Measure with no standardized definition under
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
(in millions of |
| Since Acquisition | ||||||
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| Marigold |
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| CC&V | ||
Revenue (GAAP) |
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Cost of sales |
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Exploration & reclamation |
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Care & maintenance |
| $ | — |
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| $ | — |
Capital expenditure |
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Mine site free cash flow before taxes (non-GAAP) |
|
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Taxes (1) |
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Mine site free cash flow (non-GAAP) |
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| (1) Represents federal and state taxes paid since acquisition | ||||||||
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E-Mail: invest@ssrmining.com
Phone: +1 (888) 338-0046
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