Tuesday, 02 January 2024 12:17 GMT

Acquisitions In Mining Sector Creating Big Wins For Investors - Roxmore Resources Inc. (TSX: RM) (OTCQX: GARLF) Soars On Acquisition News


Date:

(MENAFN- Investor Ideas) newswire), a leader in mining investing news and home of theExploring Mining Podcast, issues a news and trading alert for Roxmore Resources Inc. (TSX: RM ) (OTCQX: GARLF).

The stock makes the TSX top gainer list today on acquisition news while other miners are seeing minimal gains. Roxmore (TSX: RM ) is trading at 6.95 +1.63 (+30.52%) on volume of over 3.5 Million shares as of this report. The 52 week range for the stock is $2.40 - 6.97 (today's high) showing that long term investors in the sector are seeing big wins for the right stocks.

Roxmore Resources announced that it has entered into a definitive arrangement agreement (the "Agreement") with SSR Mining Inc. ("SSR") pursuant to which a subsidiary of SSR will acquire all of the issued and outstanding common shares of Roxmore (the "Roxmore Shares") by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

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The consideration under the Transaction consists of approximately $663 million in cash, plus common shares of a newly created exploration company with an implied value of approximately $49 million1("Roxmore Spinco"), for total consideration of approximately $712 million on a fully diluted basis. Roxmore Spinco will be led by John Dorward, CEO and Executive Chairman of Roxmore, and will hold all of Roxmore's exploration assets other than the Converse Property and be capitalized with US$10 million in cash.

Under the Agreement, Roxmore shareholders will receive, in exchange for each Roxmore Share, $6.75 in cash (the "Cash Consideration") and 0.33 of a common share of Roxmore Spinco representing an estimated value of $0.50 per Roxmore Share (the "Spinco Consideration" and together with the Cash Consideration, "Total Consideration").

The Total Consideration represents a premium of approximately 58% to Roxmore's 20-day volume-weighted average trading price ("VWAP") and a 36% premium to Roxmore's closing share price on the Toronto Stock Exchange ("TSX") as of October 9, 2026. The Cash Consideration, excluding the estimated value of the Spinco Consideration, represents a premium of approximately 47% to Roxmore's 20-day VWAP and a 27% premium to Roxmore's closing price on the TSX as of October 9, 2026.

On closing, SSR will take ownership of Roxmore's flagship Converse Project while Roxmore's remaining exploration portfolio, consisting of the Rattlesnake Hills Project, Newton Property and Shabu River Project, will be transferred to Roxmore Spinco. Existing Roxmore shareholders will own 85.01% of Roxmore Spinco, with SSR holding a 14.99% strategic equity stake.

Benefits to Roxmore Shareholders
    Significant premium to current market price, and a 181% premium to the per-share offering price used by Roxmore in its recent $32.6 million financing in March 2026 (excluding the value of the Spinco Consideration). The Total Consideration largely consists of cash, which provides certainty of value and immediate liquidity without future dilution, commodity price, construction or execution risk. Continued exposure to the potential upside of Roxmore's North American exploration asset portfolio through Roxmore Spinco, which will be led by Roxmore's proven management team and have a strong starting balance sheet with US$10 million in cash and no debt. Endorsement of Roxmore Spinco through SSR's 14.99% strategic equity interest. Strong deal certainty with support agreements for a total of approximately 26.8% of outstanding Roxmore Shares from directors and senior officers of Roxmore and Roxmore's largest shareholder.
Roxmore Spinco

Modelled to continue the legacy of Roxmore's success, Roxmore Spinco will be launched as an independent exploration company led by John Dorward and other members of Roxmore's proven technical and executive team. The following exploration properties and cash will be transferred to Roxmore Spinco:

    Rattlesnake Hills Project (100% interest | Wyoming, USA): Gold exploration project in central Wyoming that has been advanced through approximately 101,000 meters of drilling and hosts an indicated mineral resource of 0.62moz gold at a grade of 0.77g/t Au within 24,857 thousand tonnes (kt) and inferred mineral resource of 0.42Moz gold at 0.69g/t Au within 19,626kt based on the NI 43-101 technical report dated November 1, 2024 and effective September 5, 2024. Gold mineralization is associated with an alkalic intrusion with multiple targets elsewhere on the project untested or poorly tested by drilling. Newton Project (100% interest | British Columbia, Canada): Gold exploration project in central British Columbia hosting a pit-constrained inferred mineral resource of 0.84Moz Au at a grade of 0.64g/t Au and 4.51Moz Ag at a grade of 3.41g/t Ag within 41.071kt based on the NI 43-101 technical report dated March 28, 2025 and effective December 1, 2024. The mineral resource remains open along strike and at depth for resource expansion. Shabu River Property (100% interest | Ontario, Canada): District-scale exploration asset located in the Birch-Uchi Greenstone Belt in northwestern Ontario comprising a large, contiguous package of mineral claims covering a highly prospective and underexplored greenstone belt. Cash: US$10 million.

Existing Roxmore shareholders will own 85.01% of Roxmore Spinco and SSR will hold a 14.99% strategic equity interest.

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