SSR Mining Inc. has entered into an arrangement agreement to acquire all outstanding shares of Roxmore Resources Inc. The transaction, valued at approximately $464 million on a fully diluted basis, will see Roxmore shareholders receive C$6.75 per common share in cash. Additionally, shareholders will receive shares in a newly created exploration company, SpinCo, which will hold Roxmore's Rattlesnake Hills, Shabu River, and Newton properties.
Under the terms of the agreement, SpinCo will be capitalized with US$10 million and will be owned 85.01% by former Roxmore shareholders and 14.99% by SSR Mining. The cash consideration for the acquisition will be funded from SSR Mining's existing balance sheet. The deal is structured as a plan of arrangement under the Business Corporations Act (British Columbia) and is subject to customary closing conditions, including approval from at least 66 2/3% of Roxmore shareholders and approval from the Supreme Court of British Columbia.
Roxmore's primary asset is the Converse Gold Project, located approximately 6 kilometers from SSR Mining's Marigold Complex in Nevada. The project contains an Indicated resource of 2.2 million ounces of gold and an Inferred resource of 3.0 million ounces. SSR Mining plans to develop Converse as a contiguous asset to Marigold, which it acquired for $309 million in 2024. The company estimates the project could add 150,000 to 170,000 ounces of annual gold production over a 10-plus year mine life beginning in 2033, with initial capital estimated at $800 million to $900 million.
The transaction is expected to deliver over $200 million in life-of-mine synergies by eliminating duplicate corporate and site overhead costs. SSR Mining states the acquisition is accretive to key per-share metrics and will be fully funded from its current cash position, with no material capital expenditures expected until the early 2030s.
