SSR Mining To Acquire Roxmore Resources For C$6.75/Share In Cash Plus Shares Of New SpinCo To Hold Interests In Roxmore’s Rattlesnake Hills Project, Shabu River Project, And Newton Property

Roxmore’s Converse Gold Project ("Converse", the "Project") is located 6 kilometers west of SSR Mining’s Marigold Complex ("Marigold") on the Battle Mountain – Eureka Trend in Nevada, USA. Developing Converse as a contiguous asset to Marigold is expected to create opportunities for an expanded production profile in Nevada and deliver more than $200 million in life-of-mine synergies compared to the development of the Project on a stand-alone basis.

Under the terms of the Transaction, Roxmore shareholders will receive C$6.75 per Roxmore common share in cash consideration. Roxmore shareholders will also receive common shares of a newly created gold exploration company ("SpinCo") that will hold interests in Roxmore’s Rattlesnake Hills Project, Shabu River Project, and Newton Property. SpinCo will be funded with US$10,000,000 in cash and will be owned 85.01% by former Roxmore shareholders and 14.99% by SSR Mining and be led by key members of Roxmore’s current management team. The cash component of the consideration, excluding the value of SpinCo, represents a 27% premium to Roxmore’s closing price on the Toronto Stock Exchange as of October 9th, 2026 and a 47% premium to the 20-day volume weighted average price ("VWAP"). The fully-diluted in-the-money equity value of the Transaction (excluding the value of SpinCo) is estimated to be approximately $464 million and enterprise value of $392 million. SSR Mining will fund the cash component of the consideration from the Company’s current balance sheet.

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 the Marigold Complex using the same $2,200/oz Mineral Reserve and $2,500/oz Mineral Resource pit shell assumptions used in the 2026 Marigold Complex technical report summary issued on October 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)
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 in Colorado, and its production profile as outlined in the 2025 CC&V technical report summary issued on November 10, 2025 (the "CC&V TRS"), SSR Mining has the potential to produce 350,000 to 400,000 ounces of annual gold production from the USA through the 2030s
Synergies of over $200 million uniquely available to SSR 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 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
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 the Buffalo Valley and Trenton 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