DENVER, Jan. 13, 2022
/CNW/ - SSR Mining Inc. (NASDAQ: SSRM) (TSX: SSRM) (ASX:
SSR) ("SSR Mining" or the "Company") announced today that it has
entered into a definitive agreement to sell its Pitarrilla project
in Durango, Mexico to Endeavour
Silver Corp. (TSX: EDR; NYSE: EXK) ("Endeavour Silver") for total
consideration of up to US$127 million
(the "Transaction").
Total consideration consists of US$35
million in cash, US$35 million
in Endeavour Silver shares (with the number of shares to be issued
based on the 10-day volume weighted average trading price preceding
the date of the share purchase agreement), and a 1.25% net smelter
return royalty on the Pitarrilla property currently estimated by
SSR Mining to be valued at up to US$57
million (based on the "NI 43-101 Technical Report on the
Pitarrilla Project, Durango State, Mexico", dated December
14, 20121). In addition, Endeavour Silver has
committed to incur a minimum of US$10
million in exploration expenditures on the Pitarrilla
project over a five-year period following closing of the
Transaction.
The cash and equity components of the consideration totaling
US$70 million will be paid upon
closing of the Transaction. On closing, SSR Mining will hold
approximately 5% of the outstanding shares of Endeavour Silver,
which will be subject to a hold period of four months and one day
following the date of closing. Closing of the Transaction remains
subject to TSX and NYSE regulatory approvals and the approval of
the Mexican Federal Economic Competition Commission, as well as
customary closing conditions for a transaction of this kind and is
expected to occur in the first half of 2022.
The Transaction is expected to be accretive to SSR Mining on an
NAV per share basis, based on street consensus estimates. In
addition, the cash and equity components of the consideration
received exceed the net book value of the Pitarrilla project. With
this transaction, SSR Mining continues to deliver on its goal of
portfolio rationalization, realizing value for shareholders by
monetizing non-core assets. Together with the sale of our non-core
royalty portfolio in the third quarter of 2021 and ongoing
rationalization of non-core equity positions, SSR Mining has
realized in excess of US$235 million
in aggregate consideration over the past 7 months.
Pitarrilla is a silver, lead, and zinc project located in the
State of Durango, Mexico.
Endeavour Silver is a mid-tier precious metals mining company that
operates two high-grade, underground, silver-gold mines in
Mexico. Endeavour Silver is
currently advancing the Terronera mine project towards a
development decision, pending financing and final permits, and
exploring its portfolio of exploration and development projects in
Mexico, Chile and the United
States.
1 The estimated value of
the net smelter return royalty is based on the present value of net
smelter returns of the Pitarrilla property from the "NI
43-101 Technical Report on the Pitarrilla Project, Durango State,
Mexico", dated December 14, 2012, which is available on
Company's website at www.ssrmining.com, discounted at a
rate of 5%. The estimated value assumes a silver price of US$25/oz,
a lead price of US$0.90/lb, and a zinc price of US$0.95/lb. The
assumptions underlying the estimated value of the Pitarrilla
project net smelter return royalty, including those
supporting the Technical Report on the Pitarrilla Project and
future metal prices, represent estimates and actual royalties
received by SSR Mining in connection with the Transaction may
differ from projected amounts.
|
Qualified Person
The scientific and technical data contained in this news release
relating to the Pitarrilla project has been reviewed and approved
by Karthik Rathnam, MAusIMM (CP),
and a qualified person under National Instrument 43-101 - Standards
of Disclosure for Mineral Projects ("NI 43- 101"). Mr. Rathnam is
SSR Mining's Resource Manager, Corporate.
Advisors and Counsel
RBC Capital Markets acted as exclusive financial advisor to SSR
Mining while Stikeman Elliott LLP acted as legal counsel.
About SSR Mining
SSR Mining Inc. is a leading, free cash flow focused
intermediate gold company with four producing assets located in the
USA, Turkey, Canada, and Argentina, combined with a global pipeline of
high-quality development and exploration assets in the USA, Turkey,
Mexico, Peru, and Canada. In 2020, the four operating assets
produced approximately 711,000 gold-equivalent ounces. SSR Mining
is listed under the ticker symbol SSRM on the NASDAQ and the TSX,
and SSR on the ASX.
SSR Mining Contacts
F. Edward Farid, Executive Vice
President, Chief Corporate Development Officer
Alex Hunchak, Director, Corporate
Development and Investor Relations
SSR Mining Inc.
E-Mail: invest@ssrmining.com
Phone: +1 (416) 306-5789
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
Information
Except for statements of historical fact relating to the
Company, certain statements contained in this press release
constitute forward-looking information, future oriented financial
information, or financial outlooks (collectively "forward-looking
information") within the meaning of applicable securities laws.
Forward-looking information may be contained in this document and
the Company's other public filings. Forward-looking information
relates to statements concerning the Company's outlook and
anticipated events or results and, in some cases, can be identified
by terminology such as "may", "will", "could", "should", "expect",
"plan", "anticipate", "believe", "intend", "estimate", "projects",
"predict", "potential", "continue" or other similar expressions
concerning matters that are not historical facts.
Forward-looking information in this press release is based on
certain key expectations and assumptions made by the Company.
Although the Company believes that the expectations and assumptions
on which such forward-looking information is based are reasonable,
undue reliance should not be placed on the forward-looking
information because the Company can give no assurance that they
will prove to be correct. Forward-looking information is subject to
various risks and uncertainties which could cause actual results
and experience to differ materially from the anticipated results or
expectations expressed in this press release. The key risks and
uncertainties include, but are not limited to: local and global
political and economic conditions; governmental and regulatory
requirements and actions by governmental authorities, including
changes in government policy, government ownership requirements,
changes in environmental, tax and other laws or regulations and the
interpretation thereof; developments with respect to COVID-19
pandemic, including the duration, severity and scope of the
pandemic and potential impacts on mining operations; and other risk
factors detailed from time to time in the Company's reports filed
with the Securities and Exchange Commission on EDGAR and the
Canadian securities regulatory authorities on SEDAR.
Forward-looking information in this press release include
statements concerning, among other things: the estimated
value of the Pitarrilla project net smelter
return royalty, forecasts; outlook; closing of the
Transaction; timing of production; production, cost, operating and
capital expenditure guidance; the Company's intention to return
excess attributable free cash flow to shareholders; the timing and
implementation of the Company's dividend policy; the implementation
of any share buyback program and the amount thereof; statements
regarding plans or expectations for the declaration of future
dividends and the amount thereof; future cash costs and all in
sustaining costs ("AISC") per ounce of gold, silver and other
metals sold; the prices of gold, silver and other metals; Mineral
Resources, Mineral Reserves, realization of Mineral Reserves, and
the existence or realization of Mineral Resource estimates; the
Company's ability to discover new areas of mineralization; the
timing and extent of capital investment at the Company's
operations; the timing and extent of capitalized stripping at the
Company's operations; the timing of production and production
levels and the results of the Company's exploration and development
programs; current financial resources being sufficient to carry out
plans, commitments and business requirements for the next twelve
months; movements in commodity prices not impacting the value of
any financial instruments; estimated production rates for gold,
silver and other metals produced by the Company; the estimated cost
of sustaining capital; availability of sufficient financing;
receipt of regulatory approvals; the timing of studies,
announcements, and analysis; the timing of construction and
development of proposed mines and process facilities; ongoing or
future development plans and capital replacement; estimates of
expected or anticipated economic returns from the Company's mining
projects, including future sales of metals, concentrate or other
products produced by the Company and the timing thereof; the
Company's plans and expectations for its properties and operations;
and all other timing, exploration, development, operational,
financial, budgetary, economic, legal, social, environmental,
regulatory, and political matters that may influence or be
influenced by future events or conditions.
Such forward-looking information is based on a number of
material factors and assumptions, including, but not limited in any
manner to, those disclosed in any other of the Company's filings on
EDGAR and SEDAR, and include: the inherent speculative nature of
exploration results; the ability to explore; communications with
local stakeholders; maintaining community and governmental
relations; status of negotiations and potential transactions,
including joint ventures; weather conditions at the Company's
operations; commodity prices; the ultimate determination of and
realization of Mineral Reserves; existence or realization of
Mineral Resources; the development approach; availability and
receipt of required approvals, titles, licenses and permits;
sufficient working capital to develop and operate the mines and
implement development plans; access to adequate services and
supplies; foreign currency exchange rates; interest rates; access
to capital markets and associated cost of funds; availability of a
qualified work force; ability to negotiate, finalize, and execute
relevant agreements; lack of social opposition to the Company's
mines or facilities; lack of legal challenges with respect to the
Company's properties; the timing and amount of future production;
the ability to meet production, cost, and capital expenditure
targets; timing and ability to produce studies and analyses;
capital and operating expenditures; economic conditions;
availability of sufficient financing; the ultimate ability to mine,
process, and sell mineral products on economically favorable terms;
and any and all other timing, exploration, development,
operational, financial, budgetary, economic, legal, social,
geopolitical, regulatory and political factors that may influence
future events or conditions. While the Company considers these
factors and assumptions to be reasonable based on information
currently available to the Company, they may prove to be
incorrect.
The above list is not exhaustive of the factors that may
affect any of the Company's forward-looking information. You should
not place undue reliance on forward-looking information.
Forward-looking information is only a prediction based on the
Company's current expectations and the Company's projections about
future events. Actual results may vary from such forward-looking
information for a variety of reasons including, but not limited to,
risks and uncertainties disclosed in the Company's filings on the
Company's website at www.ssrmining.com, on SEDAR at www.sedar.com,
on EDGAR at www.sec.gov and on the ASX at www.asx.com.au and other
unforeseen events or circumstances. Other than as required by law,
the Company does not intend, and undertake no obligation to update
any forward-looking information to reflect, among other things, new
information or future events.
All references to "$" in this press release are to U.S.
dollars unless otherwise stated.
This press release includes terms that comply with reporting
standards in Canada under NI
43-101, which is a rule developed by the Canadian Securities
Administrators that establishes standards for public disclosures an
issuer makes of scientific and technical information concerning
mineral projects. The estimated value of the net smelter
return royalty included in this press release is
based on the present value of net smelter returns of the Pitarrilla
property included in the NI 43-101
Technical Report on the Pitarrilla Project, Durango State,
Mexico, dated December 14, 2012 (the "Pitarrilla Report"),
which is available on Company's website at
www.ssrmining.com. The Pitarrilla Report and the estimate
included in this press release are made in accordance with NI
43-101. The standards in NI 43-101 differ significantly from the
requirements of the SEC Accordingly, estimates set forth in this
press release may not be comparable with information made in
accordance with U.S. standards.
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SOURCE SSR Mining Inc.