Roxmore Resources Announces Sale to SSR Mining and Spinout of Exploration Assets

Roxmore Resources Inc. announced a definitive arrangement agreement on October 13, 2026, under which a subsidiary of SSR Mining Inc. will acquire 100% of Roxmore’s shares via a court-approved plan of arrangement under the British Columbia Business Corporations Act. The transaction values the company at approximately C$712 million on a fully diluted basis, comprising roughly C$663 million in cash and common shares of a newly created entity, Roxmore Spinco, valued at approximately C$49 million.

The consideration structure includes a cash payment of C$6.75 per Roxmore share and the issuance of 0.33 Spinco shares per Roxmore share, with an estimated value of approximately C$0.50 per Spinco share. This results in a total implied per-share value of approximately C$7.25. The total consideration represents a premium of approximately 58% over the 20-day volume-weighted average price and 36% over the closing price on October 9, 2026. The cash component alone reflects a premium of approximately 47% over the 20-day VWAP and 27% over the October 9 close, while also representing an approximately 181% increase over the C$2.40 price from the March 2026 financing.

Under the terms of the deal, SSR Mining will acquire the flagship Converse Project, while Roxmore Spinco will receive the Rattlesnake Hills project in Wyoming, the Newton project in British Columbia, and the Shabu River project in Ontario, along with US$10 million in cash and no debt. Spinco will be led by John Dorward and existing management. Existing Roxmore shareholders will own 85.01% of Spinco, with SSR holding a 14.99% strategic stake.

Voting support agreements covering approximately 26.8% of shares have been secured, including commitments from the largest shareholder, L1 Capital, and all directors and officers. The transaction requires approval by 66 2/3% of shareholders, warrant holders, and option holders voting as a single class, as well as a majority-of-the-minority vote under National Instrument 61-101 and court approval. In-the-money warrants and options will be exchanged for net cash and Spinco consideration, while restricted and deferred share units will receive cash and Spinco consideration. Upon closing, Roxmore shares will be delisted from the Toronto Stock Exchange, and the company will cease to be a reporting issuer.

A break fee of C$182 million is payable to SSR in certain circumstances. The closing is expected in December 2026, coinciding with a special meeting of shareholders. Fairness opinions were provided by ATB Cormark, Canaccord Genuity, and SCP Resource Finance. ATB Cormark and Canaccord Genuity served as co-advisors, with Davies Ward Phillips & Vineberg acting as legal counsel.

Roxmore Resources Inc. (RM) has reached a definitive agreement for a takeover that values the company at approximately C$712 million on a fully diluted basis, retiring its shares. The transaction represents a significant re-pricing for the junior miner, which held a basic market capitalization of roughly C$388 million prior to the announcement.

The deal marks the culmination of a strategic program initiated by the company’s new leadership team. Since October 2025, Roxmore has advanced its Preliminary Economic Assessment (PEA), uplisted to the Toronto Stock Exchange (TSX), and raised C$32.64 million at C$2.40 per share between February and March 2026. The company expanded its land holdings in April, delivered a positive PEA on April 20, filed a NI 43-101 technical report in June, and issued a detailed development update on September 9.

While the market was already aware of the PEA’s US$2.7 billion net present value (NPV) at US$3,600/oz, the 43% internal rate of return (IRR), and the PFS timeline, the specific terms of the sale, the premium, and the Spinco structure constitute new, market-moving information. The cash-to-close premium stands at 27% based on the October 9 closing price, rising to 36% when total consideration is included. However, the C$712 million transaction value captures only an estimated 20–25% of the PEA’s headline NPV, reflecting the typical discount applied to junior development projects. Roxmore faced the prospect of heavy dilution to fund the US$829 million in pre-production capital and multi-year permitting processes, with a federal Record of Decision not targeted until the second half of 2029.

Execution certainty appears high on paper, with 26.8% of shares locked up, a unanimous board recommendation, and cash-dominated consideration. Remaining hurdles include a shareholder vote in December, court approval, and minority approval under MI 61-101. The value and listing status of the resulting Spinco entity also remain variables.

An internal inconsistency regarding the break fee requires verification. The body of the report states the break fee is C$182 million, while a footnote describes it as being based on 3.0% of Roxmore’s implied fully diluted in-the-money equity value. At a deal value of ~C$712 million, 3% equates to approximately C$21 million, not C$182 million. A C$182 million fee would represent roughly 26% of the deal value, which is considered implausible. The magnitude of the break fee will be confirmed in the upcoming Circular.

Roxmore Resources Inc. (TSX: RM; OTCQX: GARLF) was established following the completion of the Axcap Ventures/Taura Gold arrangement on November 20, 2025, which included a 10:1 share consolidation and a name change from Axcap. The company’s flagship asset is the 100%-owned Converse Gold Project, located in Humboldt County, Nevada, on the Battle Mountain–Eureka trend. The project sits approximately 20 miles from Battle Mountain, adjacent to SSR Mining's Marigold Mine and near the Lone Tree complex.

A Preliminary Economic Assessment (PEA) for the project was completed and effective as of March 31, 2026. The company has not yet completed a Preliminary Feasibility Study or Feasibility Study, and there are currently no mineral reserves. The PEA outlines a 14-year mine life with a life-of-mine average production of approximately 246,000 ounces per year, including roughly 267,000 ounces per year during the first eight years. At a gold price of $3,600 per ounce, the project yields an after-tax net present value (NPV5%) of $2.7 billion and an internal rate of return (IRR) of 43%. At a spot price of $4,700 per ounce, the NPV5% rises to $4.5 billion with a 60% IRR. The assessment projects an all-in sustaining cost (AISC) of $1,769 per ounce, pre-production capital of $829 million, a life-of-mine strip ratio of 2.7:1, and a recovery rate of 70.9%.

The mineral resource estimate (MRE), also effective March 31, 2026, includes an Indicated resource of 103 million tonnes grading 0.65 grams per tonne for 2.16 million ounces, and an Inferred resource of 218 million tonnes grading 0.43 grams per tonne for 3.04 million ounces, totaling approximately 5.2 million ounces. There are no Measured resources. Silver, which historically grades 3–4 grams per tonne, is currently excluded from the MRE and PEA pending a reassay program.

The investor presentation cites a limited royalty overhang consisting of a 6% net smelter return (NSR). This information is derived from the company summary in the presentation and not from the release under analysis. Roxmore’s spinco assets include the Rattlesnake Hills project, which holds an Indicated resource of 0.62 million ounces at 0.77 grams per tonne and an Inferred resource of 0.42 million ounces at 0.69 grams per tonne; the Newton project, containing an Inferred resource of 0.84 million ounces of gold at 0.64 grams per tonne and 4.51 million ounces of silver at 3.41 grams per tonne; and the Shabu River project in Ontario, a district-scale, underexplored asset.