VANCOUVER, BC and TORONTO, June 9,
2020 /CNW/ - SSR Mining Inc. (NASDAQ: SSRM) (TSX: SSRM)
("SSR Mining") and Alacer Gold Corp. (TSX: ASR) (ASX: AQG)
("Alacer") are pleased to announce today that they have filed a
joint management information circular and related meeting materials
(the "Meeting Materials") in connection with their respective
special meetings of shareholders (the "Meetings") to be held on
July 10, 2020. The purpose of the
Meetings is to seek approval for a number of matters in connection
with their previously announced at-market merger of equals pursuant
to a plan of arrangement under the Business Corporations Act
(Yukon) (the "Transaction").
In addition, SSR Mining and Alacer are pleased to announce the
receipt of an interim order from the Supreme Court of Yukon obtained on June
2, 2020 in connection with the Transaction.
The Transaction
Pursuant to the Transaction, shareholders of Alacer (the "Alacer
Shareholders") will receive 0.3246 SSR Mining shares for each
Alacer share held. The Transaction will require the approval of at
least 66-2/3% of the votes cast by the Alacer Shareholders at its
special meeting (the "Alacer Meeting"). The issuance of shares by
SSR Mining under the Agreement is subject to the approval of the
majority of votes cast by the shareholders of SSR Mining (the "SSR
Shareholders") at its special meeting (the "SSR Meeting").
Completion of the Transaction is also subject to regulatory and
court approvals and other customary closing conditions.
Benefits Of The Transaction
The Transaction is expected to provide SSR Mining Shareholders
and Alacer Shareholders with the following benefits, amongst
others:
- Diversified portfolio of high quality, long life operating
assets across four jurisdictions;
- Management with expertise in open pit, underground, pressure
oxidation, heap leach, and flotation operations;
- Peer leading pro forma free cash flow profile;
- Strong balance sheet to support growth pipeline and facilitate
capital returns evaluation;
- Attractive growth portfolio of low capital intensity greenfield
and brownfield opportunities; and
- Enhanced trading liquidity across multiple global exchanges to
drive capital markets presence and investor relevance.
Additional details with respect to the potential benefits and
risks of the Transaction are described in the Meeting Materials,
which SSR Shareholders and Alacer Shareholders are urged to read
carefully.
The Meetings
To address public health measures arising from the unprecedented
public health impact of COVID-19 and to limit and mitigate risks to
the health and safety of communities, shareholders, employees,
directors and other stakeholders, the Meetings will be held in a
virtual-only format conducted by live audio webcast. SSR
Shareholders and Alacer Shareholders regardless of geographic
location will have an equal opportunity to participate in the
applicable Meeting online. SSR Shareholders and Alacer
Shareholders will not be able to attend the Meetings in
person.
The SSR Meeting will be held online at 9:00 a.m. (Vancouver time) on July 10, 2020 in a virtual-only format
conducted by live audio webcast. The Alacer Meeting will be held
online at 12:00 p.m. noon
(Denver time) on July 10, 2020 in a virtual-only format
conducted by live audio webcast.
The mailing of the Meeting Materials has commenced and the SSR
Shareholders and the Alacer Shareholders should receive them soon.
The Meeting Materials are also available on SEDAR under each
company's profile at www.sedar.com, under SSR Mining's profile on
EDGAR at www.sec.gov, on SSR Mining's website at www.ssrmining.com
and on Alacer's website at www.alacergold.com.
The Meeting Materials include important and more detailed
information relating to accessing the Meetings online, the matters
to be considered at the Meetings as well as various related
matters. The record date for determining the SSR Shareholders and
the Alacer Shareholders entitled to receive notice of and vote at
the SSR Meeting and the Alacer Meeting, respectively, is the close
of business on June 1, 2020.
As an SSR Shareholder or an Alacer Shareholder, it is very
important that you carefully read the Meeting Materials and then
vote your shares. To ensure that your shares will be represented at
the Meeting, you should carefully follow the voting instructions
provided in the Meeting Materials. A proxy form or voting
instruction form will accompany the Meeting Materials you receive.
Instructions on how to vote, which vary depending on whether you
are a beneficial shareholder or a registered shareholder, are
provided in the Meeting Materials.
YOUR VOTE IS IMPORTANT. VOTE TODAY.
Board of Directors' Recommendations
The Board of Directors of each of SSR Mining and Alacer have
unanimously approved the Transaction and recommend that their
respective shareholders vote in favour of the matters to be voted
on at the applicable Meetings.
Shareholder Questions and Assistance
If you have any questions regarding the Meetings, please contact
our joint strategic shareholder advisor and proxy solicitation
agent, Kingsdale Advisors, by telephone at 1-888-518-1557
(toll-free in North America) or
416-867-2272 (for collect calls outside of North America) or by email at
contactus@kingsdaleadvisors.com.
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 Puna Operations in Jujuy, Argentina. SSR Mining also has two feasibility
stage projects and a portfolio of exploration properties in North
and South America. SSR Mining is
committed to delivering safe production through relentless emphasis
on Operational Excellence. SSR Mining is also focused on growing
production and Mineral Reserves through the exploration and
acquisition of assets for accretive growth, while maintaining
financial strength.
About Alacer
Alacer is a leading low-cost intermediate gold producer whose
primary focus is to leverage its cornerstone Çöpler Gold Mine and
strong balance sheet as foundations to continue its organic
multi-mine growth strategy, maximize free cash flow, and therefore
create maximum value for shareholders. The Çöpler Gold Mine is
located in east-central Turkey in
the Erzincan Province, approximately 1,100 kilometers ("km")
southeast from Istanbul and 550km
east from Ankara, Turkey's capital
city.
In light of the Meetings, Alacer will delay the filing of annual
general meeting documents, including the statement of executive
compensation as otherwise required pursuant to blanket relief
granted by the Ontario Securities Commission as a result of
COVID-19.
SSR Mining Contacts
Paul Benson, President, CEO &
Director
W. John DeCooman, Jr., Senior Vice
President, Business Development and Strategy
Michael McDonald, Director, Investor
Relations
SSR Mining Inc.
Vancouver, BC
E-Mail: invest@ssrmining.com
Alacer Contacts
Rodney P. Antal, President, CEO
& Director
F. Edward Farid, Senior Vice
President, Business Development & Investor Relations
Lisa Maestas, Director, Investor
Relations
Alacer Gold Corp.
Denver, CO
E-Mail: info@alacergold.com
Cautionary Note Regarding Forward-Looking Information and
Statements:
Except for statements of historical fact relating to Alacer or
SSR Mining, 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 Canadian securities laws.
Forward-looking information may be contained in this document and
other public filings of Alacer or SSR Mining. Forward-looking
information relates to statements concerning Alacer's or SSR
Mining's outlook, anticipated events or results, statements as to
Alacer and SSR Mining management expectations with respect to the
Transaction and the combined company 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.
This press release also contains forward-looking statements
regarding the anticipated completion of the Transaction and timing
thereof. Forward-looking statements in this press release are based
on certain key expectations and assumptions made by Alacer and SSR
Mining, including expectations and assumptions concerning the
receipt, in a timely manner, of regulatory and stock exchange
approvals in respect of the Transaction. Although Alacer and SSR
Mining believe that the expectations and assumptions on which such
forward-looking statements are based are reasonable, undue reliance
should not be placed on the forward-looking statements because
Alacer and SSR Mining can give no assurance that they will prove to
be correct. Forward-looking statements are 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 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 the 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 Alacer and SSR Mining reports
filed with the Canadian securities regulatory authorities. There
are also risks that are inherent in the nature of the Transaction,
including failure to obtain any required regulatory and other
approvals (or to do so in a timely manner). The anticipated
timeline for completion of the Transaction may change for a number
of reasons, including the inability to secure necessary regulatory,
stock exchange or other approvals in the time assumed, developments
with respect to the COVID-19 pandemic or the need for additional
time to satisfy the conditions to the completion of the
Transaction. As a result of the foregoing, readers should not place
undue reliance on the forward-looking statements contained in this
press release concerning the timing of the
Transaction.
Such forward-looking information and statements are based on a
number of material factors and assumptions, including, but not
limited in any manner to, those disclosed in any other of Alacer's
or SSR Mining's filings, 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 of joint ventures;
weather conditions at Alacer's or SSR Mining'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 mines or facilities; lack of legal
challenges with respect to the property of Alacer or SSR Mining;
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 we consider these factors and assumptions to be reasonable
based on information currently available to us, they may prove to
be incorrect.
You should not place undue reliance on forward-looking
information and statements. Forward-looking information and
statements are only predictions based on our current expectations
and our 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
Alacer's filings on its website at www.alacergold.com, on SEDAR at
www.sedar.com and on the ASX at www.asx.com.au and SSR Mining's
filings on its website at www.ssrmining.com, on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov, and other unforeseen
events or circumstances. Other than as required by law, Alacer and
SSR Mining do not intend, and undertake no obligation to update any
forward-looking information to reflect, among other things, new
information or future events.
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SOURCE SSR Mining Inc.