(SSR Mining, 13.Jan.2022) — SSR Mining Inc. (NASDAQ: SSRM) (TSX: SSRM) (ASX: SSR) entered into a definitive agreement to sell its Pitarrilla project in Durango, Mexico to Endeavour Silver Corp. (TSX: EDR;NYSE: EXK) for total consideration of up to $127mn.
Total consideration consists of $35mn in cash, $35mn in Endeavour Silver shares (with the number of shares to be issued based on the 10-day volume weighted average trading price preceding the date of the share purchase agreement), and a 1.25% net smelter return royalty on the Pitarrilla property currently estimated by SSR Mining to be valued at up to $57mn (based on the “NI 43-101 Technical Report on the Pitarrilla Project, Durango State, Mexico”, dated 14 December 20121). In addition, Endeavour Silver has committed to incur a minimum of $10mn in exploration expenditures on the Pitarrilla project over a five-year period following closing of the transaction.
The cash and equity components of the consideration totaling $70mn will be paid upon closing of the transaction. On closing, SSR Mining will hold approximately 5% of the outstanding shares of Endeavour Silver, which will be subject to a hold period of four months and one day following the date of closing. Closing of the transaction remains subject to TSX and NYSE regulatory approvals and the approval of the Mexican Federal Economic Competition Commission, as well as customary closing conditions for a transaction of this kind and is expected to occur in the first half of 2022.
The transaction is expected to be accretive to SSR Mining on an NAV per share basis, based on street consensus estimates. In addition, the cash and equity components of the consideration received exceed the net book value of the Pitarrilla project. With this transaction, SSR Mining continues to deliver on its goal of portfolio rationalization, realizing value for shareholders by monetizing non-core assets. Together with the sale of our non-core royalty portfolio in the third quarter of 2021 and ongoing rationalization of non-core equity positions, SSR Mining has realized in excess of $235mn in aggregate consideration over the past 7 months.
Pitarrilla is a silver, lead, and zinc project located in the State of Durango, Mexico. Endeavour Silver is a mid-tier precious metals mining company that operates two high-grade, underground, silver-gold mines in Mexico. Endeavour Silver is currently advancing the Terronera mine project towards a development decision, pending financing and final permits, and exploring its portfolio of exploration and development projects in Mexico, Chile and the United States.
| 1 The estimated value of the net smelter return royalty is based on the present value of net smelter returns of the Pitarrilla property from the “NI 43-101 Technical Report on the Pitarrilla Project, Durango State, Mexico”, dated 14 December 2012, which is available on company’s website at www.ssrmining.com, discounted at a rate of 5%. The estimated value assumes a silver price of $25/oz, a lead price of $0.90/lb, and a zinc price of $0.95/lb. The assumptions underlying the estimated value of the Pitarrilla project net smelter return royalty, including those supporting the Technical Report on the Pitarrilla Project and future metal prices, represent estimates and actual royalties received by SSR Mining in connection with the Transaction may differ from projected amounts. |
Qualified Person
The scientific and technical data contained in this news release relating to the Pitarrilla project has been reviewed and approved by Karthik Rathnam, MAusIMM (CP), and a qualified person under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43- 101”). Mr. Rathnam is SSR Mining’s Resource Manager, Corporate.
Advisors and Counsel
RBC Capital Markets acted as exclusive financial advisor to SSR Mining while Stikeman Elliott LLP acted as legal counsel.
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