- ISS and Glass Lewis both state that the proposed merger is
in the best interest of SSR Mining and Alacer shareholders.
- SSR Mining Shareholders' Deadline to Vote is prior to
9:00 a.m. (PDT) on July 8, 2020.
- Alacer Shareholders' Deadline to Vote is prior to
12:00 p.m. (MDT) on July 8, 2020.
VANCOUVER, BC &
DENVER, Colo., June 25, 2020 /CNW/ - SSR Mining Inc. (NASDAQ:
SSRM) (TSX: SSRM) ("SSR Mining") and Alacer Gold Corp. (TSX: ASR)
(ASX: AQG) ("Alacer") are pleased to announce that Institutional
Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass
Lewis") have both recommended that shareholders vote FOR the
matters to be voted on at the applicable meetings (the "Meetings")
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"). The SSR Meeting will be held online at 9:00 a.m. (PDT) 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 (MDT) on July 10, 2020 in a virtual-only format conducted
by live audio webcast.
Both ISS and Glass Lewis are independent proxy advisory firms
which, among other services, provide proxy voting recommendations
to pension funds, investment managers, mutual funds and other
institutional shareholders.
As part of its SSR Mining analysis, ISS stated the following:
"The transaction is structured as an "at-market" merger and the
deal appears to make strategic sense as it will result in the
creation of a diversified gold producer with an experienced
management team…Given these factors and expected synergies by
combining the two companies, absence of significant governance
concerns and the ability to respond to superior proposals,
shareholder approval of this resolution is warranted." Furthermore,
in its Alacer analysis, ISS stated: "The combined company will
emerge with a strengthened balance sheet and through ownership of
SSR common shares, Alacer shareholders will continue to participate
in the opportunities associated with the combined company's assets
and properties."
In addition, Glass Lewis reiterated the positive ISS
recommendation as it found "the proposed arrangement both
strategically and financially compelling and structured in a
reasonable manner for SSR shareholders." Furthermore, Glass Lewis
determined "We believe the proposed transaction represents the best
path forward to enhance shareholder value at this time."
Welcoming ISS and Glass Lewis' favourable recommendations,
Paul Benson, President, CEO and
Director of SSR Mining commented, "We are pleased that ISS and
Glass Lewis have both recommended in favour of the proposed
transaction with Alacer and unanimously recommend that our
shareholders support this strategic merger by following the
positive recommendations."
Sharing the same sentiment, Rod
Antal, President, CEO and Director of Alacer stated, "We
thank our shareholders for their ongoing support as the proposed
merger is an excellent fit for Alacer and its stakeholders and
therefore recommend our shareholders follow the positive
recommendations of both ISS and Glass Lewis."
We remind shareholders that your vote is important regardless of
how many SSR Mining or Alacer common shares you own. SSR Mining
shareholders are asked to vote their proxy prior to the proxy
voting deadline of Wednesday, July 8,
2020 at 9:00 a.m. (PDT).
Alacer shareholders are asked to vote their proxy prior to the
proxy voting deadline of Wednesday, July 8,
2020 at 12:00 p.m. noon (MDT).
The Board of Directors of each of SSR Mining and Alacer
recommend that their respective shareholders vote in favour of the
matters to be voted on at the applicable Meetings.
Your support is important. Shareholders are urged to vote today
ahead of the voting deadline by using one of the voting options
below.
Registered Shareholders
Registered shareholders can vote their shares in two ways:
- by proxy either over the internet, by telephone, fax, mail, or
personal delivery; or
- by voting online at the virtual SSR Meeting (for SSR Mining
shareholders) or the virtual Alacer Meeting (for Alacer
shareholders).
Beneficial Shareholders
Beneficial shareholders who hold their shares through a broker
or other intermediary, please complete and return the voting
instruction form provided to you by your broker or other
intermediary in accordance with the instructions provided
therein.
Alacer Australian Shareholders
If you are a holder of Alacer CDIs in Australia and receive a voting instruction
form from Link Market Services Limited ("Link"), please complete
and return the form in accordance with the instructions provided by
Link. Note the deadline for Alacer CDI holders is earlier than the
proxy cut-off; voting instructions must be received by Monday, July 6, 2020 at 12:00 p.m. noon (MDT).
Shareholder Questions
If you have any questions regarding the Meetings or the
Transaction, 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), 1-800-155-612 (toll-free in Australia), or 416-867-2272 (for collect calls
elsewhere) 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.
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.