Roxmore Resources Sold to SSR Mining for $712 Million

Vancouver, British Columbia, Roxmore Resources Inc., a North American-focused exploration company, announced on October 13, 2026, that it has entered into a definitive arrangement agreement with SSR Mining Inc. to be acquired in a transaction valued at approximately $712 million. The deal, which is subject to shareholder and court approvals, is expected to close in December 2026.

Under the terms of the agreement, a subsidiary of SSR Mining will acquire all of Roxmore's issued and outstanding common shares. The transaction will consist of approximately $663 million in cash and an additional $49 million in the form of common shares of a newly created exploration company, Roxmore Spinco. This represents a 58% premium to Roxmore's 20-day volume-weighted average trading price (VWAP) and a 36% premium to the company's closing share price on the Toronto Stock Exchange (TSX) as of October 9, 2026.

Roxmore shareholders will receive $6.75 in cash and 0.33 of a common share of Roxmore Spinco for each of their shares. The Cash Consideration alone represents a 47% premium to the 20-day VWAP and a 27% premium to the closing price on the TSX as of October 9, 2026. Roxmore Spinco will be led by John Dorward, CEO and Executive Chairman of Roxmore, and will hold all of Roxmore's exploration assets except for the Converse Property. The new company will be capitalized with US$10 million in cash and no debt.

Roxmore shareholders will own 85.01% of Roxmore Spinco, while SSR Mining will hold a 14.99% strategic equity stake. The deal is supported by voting agreements from Roxmore's largest shareholder and all directors and officers, representing approximately 26.8% of the Roxmore Shares. The board of directors has unanimously approved the transaction and recommends that shareholders vote in favor of it.

The transaction is expected to provide significant benefits to Roxmore shareholders. It offers a substantial premium to the current market price and a 181% premium to the per-share offering price used by Roxmore in its recent $32.6 million financing in March 2026. The cash component of the deal provides certainty of value and immediate liquidity without future dilution, commodity price, construction, or execution risk. Roxmore Spinco will continue the legacy of Roxmore's success, led by its proven management team and with a strong starting balance sheet.

Roxmore Spinco will manage the Rattlesnake Hills Project, a gold exploration project in central Wyoming, the Newton Project, a gold exploration project in central British Columbia, and the Shabu River Property, a district-scale exploration asset in northwestern Ontario. These assets, combined with the US$10 million in cash, will form the core of Roxmore Spinco's exploration portfolio.

In summary, the transaction marks a significant milestone for Roxmore Resources Inc., providing a substantial premium to shareholders and ensuring the continued exploration of North American assets through Roxmore Spinco.