SSR Mining agrees to buy RSM Resources for $464 million
Key Facts
SSR Mining has agreed to acquire RSM Resources in a deal valuing its equity at about US$464 million, according to the buyer's announcement. The agreement provides for RSM shareholders to receive C$6.75 in cash per share, plus shares in a separate exploration company. The equity valuation is based on fully diluted in-the-money shares and excludes the value of the separate company. The deal's enterprise value is US$392 million, also excluding the separate entity. The cash consideration represents a 47% premium to RSM's volume-weighted average share price over 20 trading sessions, according to the acquisition announcement.
Under the announced arrangement, interests in the Rattlesnake Hills, Chibougamau River and Newton projects will be transferred to the separate exploration company, according to SSR's filing with the U.S. Securities and Exchange Commission. The company will receive US$10.0 million in funding when the arrangement is implemented. The funding will come from RSM's operating accounts, under the terms set out in the filing. After completion, former RSM securityholders will own 85.01% of the separate company, retaining a stake in the exploration assets included in the spin-off. SSR, meanwhile, will indirectly retain a 14.99% interest in the entity.
The acquisition places the Converse gold project near SSR's existing Nevada operations, 6 kilometres west of its Marigold complex. The buyer estimates undiscounted synergies over the project's life of at least US$200 million, according to its announcement. Sources of savings identified by the company include reducing duplication in administrative expenses across the operations. It also expects savings from improving project-related procurement. The company included supply-chain improvements among the factors underpinning its estimate of the expected benefits from integrating Converse with its operations.
SSR said the acquisition's cash consideration would be funded from its "existing liquidity". The company estimates initial capital of between US$800 million and US$900 million to build the Converse project. That estimate is tied to the project development plan the buyer presented in the deal announcement. On production, the company estimates Converse could add between 150,000 and 170,000 ounces of gold annually once developed. Its plan targets initial production from the project in 2033, according to the announced schedule.
Completion of the acquisition remains subject to the approval conditions set out in the agreement, including approval from the Supreme Court of British Columbia, according to the regulatory filing. The arrangement will also be put to securityholders for the approvals required to complete it. The agreement requires approval by at least two-thirds of the votes cast by shareholders. The same approval threshold applies to shareholders, optionholders and warrantholders voting together as a single class. The voting mechanism therefore includes shareholder approval alongside approval from the class combining holders of the equity instruments, options and warrants specified in the agreement.
The companies expect to complete the deal in the final quarter of 2026, subject to closing conditions being met, according to the acquisition announcement. The agreement sets 13 April 2027 as the date after which either party may terminate it if the transaction has not been completed. It allows the parties to extend that date by written agreement, according to the filing with the U.S. Securities and Exchange Commission. Before the expected completion date, SSR plans to announce its consolidated third-quarter financial results on 3 November 2026. The company announced that date on its official website as part of its earnings release schedule.