SSR Mining Inc.拟现金收购Roxmore Resources Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

October 13, 2026

SSR Mining Inc.

(Exact name of Registrant as Specified in Its Charter)

British Columbia

(State or Other Jurisdiction of Incorporation)

001-35455

(Commission File Number)

98-0211014

(I.R.S. Employer Identification No.)

6900 E. Layton Ave., Suite 1300, Denver, Colorado USA 80237

(Address of principal executive offices) (zip code)

(303) 292-1299

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On October 13, 2026, SSR Mining Inc., a corporation incorporated under the laws of British Columbia (the “Company”), 1611454 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia and wholly-owned subsidiary of the Company (the “Purchaser”), and Roxmore Resources Inc., a corporation incorporated under the laws of British Columbia (“Roxmore”), entered into an Arrangement Agreement (the “Arrangement Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, (i) the Company has agreed to acquire all of the issued and outstanding shares of Roxmore in exchange for C$6.75 per Roxmore common share (each, a “Roxmore Common Share”), in cash (as it may be adjusted in accordance with the Arrangement Agreement, the “Cash Consideration”), (ii) the Company will indirectly receive a 14.99% ownership interest in a newly created gold exploration company (“SpinCo”) that will hold interests in Roxmore’s Rattlesnake Hills Project, Shabu River Project, and Newton Property, (iii) SpinCo will be funded with US$10.0 million from Roxmore’s operating accounts, and (iv) the remaining 85.01% of SpinCo will be owned by former Roxmore securityholders. (such transaction, the “Arrangement”), which will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the “Plan of Arrangement”).

The closing of the Arrangement (the “Closing”) is subject to certain customary conditions, including, but not limited to: (i) the approval of the Arrangement by at least (A) 66 2/3% of the votes cast by (i) each holder of Roxmore Common Shares (each, a “Roxmore Shareholder”) and (ii) Roxmore Shareholders, optionholders, and warrantholders, voting together as a single class; and (B) to the extent required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators, a majority of the votes cast by Roxmore Shareholders, excluding Roxmore Common Shares held by persons required to be excluded under applicable Canadian securities laws (collectively, the “Roxmore Securityholder Approval”), at a meeting of Roxmore Shareholders, optionholders, and warrantholders; and (ii) the approval of the Arrangement by the Supreme Court of British Columbia on terms consistent with the Arrangement Agreement and otherwise reasonably satisfactory to the parties. The obligation of the Company to consummate the Arrangement is also conditioned upon no more than 10% of the issued and outstanding Roxmore Common Shares having validly exercised their dissent rights with respect to the Arrangement.

The Arrangement Agreement also contains certain customary termination provisions for both the Company and Roxmore, including, but not limited to: (A) by either the Company or Roxmore, if, among other things: (i) the Arrangement shall not have been consummated on or prior to April 13, 2027 (or such later date as may be agreed in writing by the parties) or (ii) the Roxmore Securityholder Approval shall not have been obtained; or (B) by the Company if, prior to obtaining the Roxmore Securityholder Approval, the Roxmore board of directors changes its recommendation with respect to the Arrangement or Roxmore breaches its non-solicitation restrictions in any material respect, and by Roxmore if, prior to obtaining the Roxmore Securityholder Approval, the Roxmore board authorizes Roxmore to enter into a written agreement with respect to a Superior Proposal (as defined in the Arrangement Agreement) and pays the termination fee equal to C$18.0 million.

The Company and Roxmore each have made customary representations, warranties and covenants in the Arrangement Agreement for a transaction of this nature, in each case generally subject to customary materiality qualifiers. Among other things, Roxmore has agreed, subject to certain exceptions, (i) to conduct its business in the ordinary course, from the date of the Arrangement Agreement until the earlier of the effective time of the Arrangement (the “Effective Time”) and the termination of the Arrangement Agreement, and not to take certain actions prior to the Effective Time without the prior written consent of the Company, (ii) not to solicit an alternative business combination transaction and (iii) to convene a meeting of its securityholders for the purpose of obtaining the Roxmore Securityholder Approval, as applicable, and recommend to the Roxmore Shareholders, optionholders, and warrantholders to approve the transactions contemplated in the Arrangement Agreement.

The foregoing description of the Arrangement Agreement is not complete and is qualified in its entirety by reference to the Arrangement Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein. The Arrangement Agreement and the foregoing description of such agreement have been included to provide investors and stockholders with information regarding the terms of such agreement. The assertions embodied in the representations and warranties contained in the Arrangement Agreement are qualified by information in confidential disclosure schedules delivered by Roxmore to the Company and Purchaser in connection with the signing of the Arrangement Agreement. Moreover, certain representations and warranties in the Arrangement Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties to the Arrangement Agreement. Accordingly, the representations and warranties in the Arrangement Agreement should not be relied on by any persons as characterizations of the actual state of facts and circumstances of Roxmore or the Company, as applicable, at the time they were made and investors should consider the information in the Arrangement Agreement in conjunction with the entirety of the factual disclosure about the Company in its public reports filed with the Securities and Exchange Commission. Information concerning the subject matter of the representations and warranties may change after the date of the Arrangement Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 7.01. Regulation FD Disclosure.

On October 13, 2026, the Company issued a news release announcing the entry into the Arrangement Agreement, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Information and Statements

This Current Report on Form 8-K includes “forward looking information” within the meaning of applicable securities laws. Forward-looking information 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. Statements that refer to projections of the Company’s future financial performance, the Company’s anticipated growth and trends in the Company’s businesses, and other characterizations of future events or circumstances are forward-looking statements, and include, but are not limited to, the successful completion of the acquisition of Roxmore and the timing and benefits thereof; forecasts and outlook; guidance; the Company’s operational and development targets and catalysts and the impact of any suspensions on operations; growth initiatives; the results of any gold reconciliations; the ability to discover additional oxide gold ore; the generation of free cash flow and returning cash to shareholders, including via share repurchases or dividends; matters relating to proposed exploration; communications with local stakeholders; maintaining community and government relations; the Company’s joint venture governance and operations; negotiation and completion of transactions; commodity prices; Mineral Resources, Mineral Reserves, conversion of Mineral Resources, realization of Mineral Reserves, and the existence or realization of Mineral Resource estimates; the development approach; the timing and amount of future production; the timing of studies, announcements, and analysis; the timing of construction and development of proposed mines and process facilities; capital and operating expenditures; economic conditions; availability of sufficient financing; exploration plans; receipt of regulatory approvals; timing and impact surrounding suspension or interruption of operations as a result of regulatory requirements or actions by governmental authority; and any 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.

Although the Company believes that the expectations and assumptions on which such forward-looking information and statements are based are reasonable, you should not place undue reliance on the forward-looking information and statements because the Company can give no assurance that they will prove to be correct. Forward-looking information and statements are subject to various risks and uncertainties which could cause actual results and expectations to differ materially from the anticipated results or expectations expressed in this Current Report on Form 8-K. Important factors that could cause actual results to differ materially from the Company’s historical experience, and present projections and expectations are disclosed in the Company’s filings that it makes on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov, including the Company’s most recent Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q. All forward-looking statements in this Current Report on Form 8-K are expressly qualified by such cautionary statements and by reference to the underlying assumptions. Forward-looking information and statements speak only as of the date they are made. Other than as required by law, the Company does not intend, and undertakes no obligation to update any forward-looking information and statements to reflect, among other things, new information or events. The information contained on, or that may be accessed through, the Company’s website is not incorporated by reference into, and is not a part of, this document.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits or schedules upon request; provided that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

# Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information (i) is not material and (ii) is the type that the Company treats as private or confidential.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 13, 2026