SSR Mining Inc. and Roxmore Resources Inc. have entered into an agreement under which a wholly owned subsidiary of SSR Mining will acquire all of the issued and outstanding shares of Roxmore in a transaction valued at approximately $712 million on a fully diluted basis. The deal hands SSR Mining control of Roxmore’s flagship Converse Gold Project in Nevada, located about six kilometres from SSR Mining’s Marigold mine, and positions the asset for development as an extension of the company’s existing US platform.
Under the terms of the arrangement, Roxmore shareholders will receive $6.75 in cash per share plus 0.33 of a share in a newly created exploration company, Roxmore Spinco, carrying an estimated value of $0.50 per Roxmore share. The total consideration of approximately $712 million comprises roughly $663 million in cash and about $49 million in Spinco shares. The package represents a premium of approximately 58 percent to Roxmore’s 20-day volume-weighted average trading price and 36 percent to its closing price on the Toronto Stock Exchange on October 9, 2026. Excluding the Spinco component, the cash consideration alone reflects premiums of about 47 percent and 27 percent on the same measures.
Converse sits on the Battle Mountain–Eureka Trend, six kilometres west of SSR Mining’s Marigold Complex, and the acquirer intends to develop it as a contiguous asset to Marigold rather than as a stand-alone operation. SSR Mining estimates the project could add approximately 150,000 to 170,000 ounces of annual gold production over a mine life of more than 10 years, with initial production targeted for 2033. Combined with Marigold and the Cripple Creek & Victor mine in Colorado, SSR Mining expects its US operations to produce between 350,000 and 400,000 ounces of gold annually through the 2030s. The company projects more than US$200 million in life-of-mine synergies from developing the two assets together, with initial construction capital estimated at US$800 million to US$900 million and no material spending expected until the early 2030s.
Roxmore’s 2026 mineral resource estimate for Converse includes 2.2 million ounces of gold in the indicated category and an additional 3.0 million ounces in the inferred category.
Through the spin-out, existing Roxmore shareholders will retain exposure to the company’s broader exploration portfolio. Roxmore Spinco will hold the Rattlesnake Hills Project in Wyoming, the Newton Property in British Columbia, and the Shabu River Project in Ontario, and will be capitalized with US$10 million in cash. Former Roxmore shareholders will own 85.01 percent of Spinco, with SSR Mining retaining a 14.99 percent strategic interest. The new company will be led by Roxmore chief executive officer and executive chairperson John Dorward.
“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,” SSR Mining executive chairperson Rod Antal said in a press release. “SSR Mining is the natural acquiror of this exciting deposit and developing an asset in close proximity to Marigold will allow for clear operating and financial efficiencies.”
“Converse has advanced significantly in the twelve months since the new board and management team took over and has emerged as a quality development project,” said Roxmore CEO and executive chairperson John Dorward. “The acquisition by SSR, a leading North American focused gold producer, is a testament to the hard work of the Roxmore team and represents a significant return for our investors.”
On the legal side, Davies Ward Phillips & Vineberg LLP is acting as legal counsel to Roxmore Resources with a team that includes Melanie Shishler, Andrew Mihalik, Yevgeniya Huggins, Chase Drieberg and Evan Stein (Public M&A); Andrew Ellis and Nadia Yehia (Canadian Tax); Jennifer Lee and Michael Cardinal (U.S. Tax); Seann McAleese (Employment); Robyn Barabash (Environmental); Teraleigh Stevenson (Competition); and Rudy Keyes (Student). Stikeman Elliott LLP and Dorsey & Whitney LLP are acting as legal counsel to SSR Mining.
ATB Cormark Capital Markets and Canaccord Genuity Corp. are acting as co-financial advisors to Roxmore and, together with SCP Resource Finance LP, provided fairness opinions to the Roxmore board. CIBC World Markets Inc. provided a fairness opinion to the SSR Mining board.
The transaction will be completed through a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and requires approval by at least two-thirds of the votes cast by Roxmore shareholders, warrantholders, and optionholders voting together as a single class, as well as minority approval under Multilateral Instrument 61-101. It is also subject to court approval and other customary closing conditions. Directors, officers, and Roxmore’s largest shareholder, L1 Capital, holding approximately 26.8 percent of the company’s shares, have signed voting support agreements. A special meeting of Roxmore securityholders is expected in December 2026, with closing anticipated in the same month.
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