VANCOUVER, July 22, 2019 /CNW/ - SSR Mining Inc.
(NASDAQ: SSRM) (TSX: SSRM) ("SSR Mining") is pleased to announce
that it has entered into a definitive agreement (the "Agreement")
whereby SSR Mining will acquire the remaining 25% interest in Puna
Operations Inc. ("Puna Operations") from Golden Arrow Resources
Corporation (TSX-V: GRG) ("Golden Arrow") for aggregate
consideration totaling approximately $34
million (the "Transaction"). Upon closing of the
Transaction, SSR Mining will own 100% of Puna Operations.
Paul Benson, President and CEO
said, "This is a positive deal for both parties, in that it allows
SSR Mining to consolidate our ownership in Puna Operations and
streamline our reporting structure, while benefiting Golden Arrow
by providing funding to pursue its exploration projects,
eliminating its debt obligation to us, and cancelling our shares in
Golden Arrow. The Transaction provides SSR Mining with near-term
low-risk silver production growth, while allowing Golden Arrow
shareholders liquidity and exposure to both Puna Operations and our
diversified asset portfolio through ownership of SSR Mining
shares."
Transaction Highlights
(All figures are in U.S.
dollars unless otherwise noted)
- Consolidates ownership structure: Simplifies Puna
Operations management and reporting structure for cost savings and
operational flexibility.
- Near-term silver production growth: Immediately
increases our expected silver production profile in 2019 to 6.5
million ounces, based on mid-point production guidance.
- Strengthens financial and exploration capability of Golden
Arrow: Provides Golden Arrow with significant funds to explore
its project portfolio, while eliminating all debt obligations to
SSR Mining and maintaining exposure to Puna Operations through
ownership of SSR Mining shares.
Transaction Consideration
Under the terms of the Agreement, SSR Mining will pay an
aggregate consideration of approximately $34
million, consisting of:
- $2.3 million in cash payable upon
closing;
- Cancellation of the outstanding principal and accrued interest
on the $10 million non-revolving term
loan as reported in our news release dated February 21, 2019;
- Approximately $20 million in
common shares of SSR Mining determined by the 20-day volume
weighted average price of SSR Mining's common shares on the Toronto
Stock Exchange ending on the last trading day prior to the closing
date of the Transaction;
- Payment of Golden Arrow's portion of any cash calls made by
Puna Operations under the shareholders agreement until the closing
of the Transaction; and
- Transfer to Golden Arrow for cancellation of the 4,285,714
common shares of Golden Arrow held by SSR Mining, which have an
approximate value of $0.8
million.
Transaction Conditions and Timing
Under the terms of the Agreement, the Transaction will require
the approval of at least 66 2/3% of the votes cast by the
shareholders of Golden Arrow at a special meeting. Golden Arrow's
Board of Directors has unanimously approved the Transaction and
will provide a written recommendation that Golden Arrow
shareholders vote in favor of the Transaction in the management
information circular to be mailed in connection with the
Transaction. Each of the directors and senior officers of Golden
Arrow have entered into an agreement to vote in favor of the
Transaction at the special meeting of Golden Arrow
shareholders.
Completion of the Transaction is subject to approval by the
Golden Arrow shareholders, regulatory approvals and other customary
closing conditions. The Transaction includes customary provisions,
including non-solicitation of alternative transactions and a break
fee. The Transaction is expected to close in the fourth quarter of
2019.
About SSR Mining
SSR Mining Inc. is a Canadian-based precious metals producer
with three operations, including the Marigold gold mine in
Nevada, U.S., the Seabee Gold
Operation in Saskatchewan, Canada
and the 75%-owned and operated Puna Operations joint venture in
Jujuy, Argentina. We also have two
feasibility stage projects and a portfolio of exploration
properties in North and South
America. We are committed to delivering safe production
through relentless emphasis on Operational Excellence. We are also
focused on growing production and Mineral Reserves through the
exploration and acquisition of assets for accretive growth, while
maintaining financial strength.
For further information contact:
W. John DeCooman, Jr.
Senior Vice President, Business Development and Strategy
SSR Mining Inc.
Vancouver, BC
Toll free: +1 (888) 338-0046
All others: +1 (604) 689-3846
E-Mail: invest@ssrmining.com
To receive SSR Mining's news releases by e-mail, please
register using the SSR Mining website at
www.ssrmining.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking information within
the meaning of Canadian securities laws and forward-looking
statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 (collectively, "forward-looking
statements") concerning the anticipated developments in our
operations in future periods, and other events or conditions that
may occur or exist in the future. All statements, other than
statements of historical fact, are forward-looking
statements.
Generally, forward-looking statements can be identified by
the use of words or phrases such as "expects," "anticipates,"
"plans," "projects," "estimates," "assumes," "intends," "strategy,"
"goals," "objectives," "potential," "believes," or variations
thereof, or stating that certain actions, events or results "may,"
"could," "would," "might" or "will" be taken, occur or be achieved,
or the negative of any of these terms or similar expressions. The
forward-looking statements in this news release relate to, among
other things: our expected production from Puna Operations in 2019;
the anticipated benefits of the Transaction to SSR Mining; the
expected delivery of voting support agreements in connection with
Golden Arrow's shareholder approval; and the expected closing date
of the Transaction.
In respect of the forward‐looking statements
and information concerning the anticipated completion of the
proposed Transaction and the anticipated timing for completion of
the Transaction, the parties have provided them in reliance on
certain assumptions that they believe are reasonable at this time,
including assumptions as to: the time required to prepare and mail
shareholder meeting materials; the ability of the parties to
receive, in a timely manner, the necessary shareholder, stock
exchange and regulatory approvals; and the ability of the parties
to satisfy, in a timely manner, the other conditions to the closing
of the Transaction. These dates may change for a number of reasons,
including: unforeseen delays in preparing meeting materials;
inability to secure necessary shareholder, stock exchange and
regulatory approvals in the time assumed; or the need for
additional time to satisfy the other conditions to the completion
of the Transaction.
You are cautioned that the foregoing list is not exhaustive
of all factors and assumptions which may have been used. We cannot
assure you that actual events, performance or results will be
consistent with these forward-looking statements, and management's
assumptions may prove to be incorrect. Our forward-looking
statements reflect current expectations regarding future events and
operating performance and speak only as of the date hereof and we
do not assume any obligation to update forward-looking statements
if circumstances or management's beliefs, expectations or opinions
should change other than as required by applicable law. For the
reasons set forth above, you should not place undue reliance
on forward-looking statements.
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SOURCE SSR Mining Inc.