- Alacer Gold Shareholders Vote in Favour of the At-Market Merger
With 99.9% Votes Cast "For" the Resolution
- SSR Mining Shareholders Vote in Favour of the At-Market Merger
With 96.5% Votes Cast "For" the Resolution
VANCOUVER, BC &
DENVER, CO, July 10, 2020 /PRNewswire/ - SSR Mining Inc.
(NASDAQ: SSRM) (TSX: SSRM) ("SSR Mining") and Alacer Gold Corp.
(TSX: ASR) (ASX: AQG) ("Alacer") are pleased to announce the
receipt of the required shareholder approvals for the previously
announced at-market merger of equals pursuant to a plan of
arrangement under the Business Corporations Act (Yukon) (the "Transaction"). On closing of the
Transaction, each of the Alacer issued and outstanding common
shares will be exchanged for 0.3246 of an SSR Mining common
share.
The Transaction was approved by approximately 99.9% of the votes
cast by Alacer shareholders at the special meeting of shareholders
that was held today, representing 79.9% of eligible shares voted.
SSR Mining shareholders approved the issuance of common shares to
complete the Transaction by approximately 96.5% of the votes cast
at SSR Mining's special meeting of shareholders that was also held
today, representing 61.8% of eligible shares voted.
The transaction is expected to close following the receipt of
regulatory and final court approvals and other customary closing
conditions.
Full details concerning the Transaction were included in the
joint management information circular dated June 2, 2020 of both SSR Mining and Alacer that
was mailed to their respective shareholders.
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
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 remaining required 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.