Mr. John Dorward reports

ROXMORE RESOURCES ANNOUNCES SALE TO SSR MINING AND SPINOUT OF EXPLORATION ASSETS

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

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-million (Roxmore Spinco), for total consideration of approximately $712-million on a fully diluted basis. Roxmore Spinco will be led by John Dorward, chief executive officer and executive chairman of Roxmore, and will hold all of Roxmore's exploration assets other than the Converse property and be capitalized with $10-million (U.S.) in cash.

Under the agreement, Roxmore shareholders will receive, in exchange for each Roxmore share, $6.75 in cash and 0.33 of a common share of Roxmore Spinco representing an estimated value of 50 cents per Roxmore share.

The total consideration represents a premium of approximately 58 per cent to Roxmore's 20-day volume-weighted average trading price (VWAP) and a 36-per-cent premium to Roxmore's closing share price on the Toronto Stock Exchange (TSX) as of Oct. 9, 2026. The cash consideration, excluding the estimated value of the Spinco consideration, represents a premium of approximately 47 per cent to Roxmore's 20-day VWAP and a 27-per-cent premium to Roxmore's closing price on the TSX as of Oct. 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 per cent of Roxmore Spinco, with SSR holding a 14.99-per-cent strategic equity stake.

John Dorward, chief executive officer and executive chairman of Roxmore, said: "We are very pleased to be announcing this transaction today. Converse has advanced significantly in the 12 months since the new board and management team took over and has emerged as a quality development project. The acquisition by SSR, a leading North American focused gold producer, is a testament to the hard work of the Roxmore team and represents a significant return for our investors."

Benefits to Roxmore shareholders

• Significant premium to current market price, and a 181-per-cent 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 $10-million (U.S.) in cash and no debt.
• Endorsement of Roxmore Spinco through SSR's 14.99-per-cent strategic equity interest.
• Strong deal certainty with support agreements for a total of approximately 26.8 per cent 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-per-cent interest: Wyoming, United States): Gold exploration project in central Wyoming that has been advanced through approximately 101,000 metres of drilling and hosts an indicated mineral resource of 620,000 ounces gold at a grade of 0.77 gram per tonne Au within 24,857 tonnes (t) and inferred mineral resource of 420,000 oz gold at 0.69 g/t Au within 19,626 t based on the National Instrument 43-101 technical report dated Nov. 1, 2024, and effective Sept. 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-per-cent interest: British Columbia, Canada): Gold exploration project in central British Columbia hosting a pit-constrained inferred mineral resource of 840,000 oz Au at a grade of 0.64 g/t Au and 4.51 Moz Ag at a grade of 3.41 g/t Ag within 41,071 t based on the NI 43-101 technical report dated March 28, 2025, and effective Dec. 1, 2024. The mineral resource remains open along strike and at depth for resource expansion.
• Shabu River property (100-per-cent 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: $10-million (U.S.).

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

Board recommendation and fairness opinions

The board of directors of Roxmore has unanimously approved the transaction and recommends that Roxmore shareholders vote in favour of the transaction.

ATB Cormark Capital Markets, Canaccord Genuity Corp. and SCP Resource Finance LP have each provided an opinion to the board to the effect that, as of the date thereof, based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by Roxmore shareholders pursuant to the transaction is fair, from a financial point of view, to Roxmore shareholders. No portion of the fixed fee payable to SCP Resource Finance LP is contingent on the closing of the transaction.

Transaction terms, conditions and timing

The transaction will be completed pursuant to a court-approved plan of arrangement under the BCBCA and will require approval by 66.66 per cent of the votes cast by shareholders, warrantholders and optionholders of Roxmore, voting together as a single class, at a special meeting of Roxmore shareholders expected to be held in December, 2026, and a simple majority of the votes cast, excluding those votes attached to Roxmore shares held by persons required to be excluded pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holder in Special Transaction. Registered shareholders of Roxmore at the record date for Roxmore's shareholders' meeting will have customary dissent rights.

L1 Capital, together with all of the officers and directors of Roxmore, collectively control approximately 26.8 per cent of the outstanding Roxmore shares and have entered into voting support agreements pursuant to which they have agreed to vote their shares in favour of the transaction, subject to certain customary conditions.

In addition to shareholder and court approvals, the transaction is subject to the satisfaction of closing conditions customary for a transaction of this nature. The agreement includes customary deal protections, including fiduciary-out provisions, non-solicitation covenants and the right to match any superior proposals. Additionally, a break fee in the amount of $182-million is payable to SSR in certain circumstances if the transaction is not completed.

Pursuant to the agreement, all outstanding Roxmore warrants and options that remain unexercised at the effective time of the transaction will be dealt with in accordance with the plan of arrangement, whereby "in-the-money" warrants and options will be exchanged for the net cash consideration and Spinco consideration. Outstanding RSUs and DSUs will be exchanged for the cash consideration and Spinco consideration.

Subject to the satisfaction or waiver of all closing conditions, the transaction is expected to close in December, 2026. In connection with and subject to closing the transaction, it is expected that the Roxmore shares will be delisted from the TSX and the company will cease to be a reporting issuer under applicable Canadian securities laws. Full details of the transaction will be included in the circular.

A copy of the agreement will be filed by Roxmore under Roxmore's profile on SEDAR+.

Financial advisers and counsel

ATB Cormark Capital Markets and Canaccord Genuity Corp. are acting as co-advisers to Roxmore. Davies Ward Phillips & Vineberg LLP is acting as legal adviser to Roxmore.

About Roxmore Resources Inc.

Roxmore is focused on developing its flagship Converse gold project, one of the largest undeveloped gold deposits not owned by a major mining company in Nevada, United States. The Converse gold project is located within the prolific Battle Mountain trend. With decades of expertise in Nevada and globally, the company's board and management are focused on unlocking the potential of this project.

About SSR Mining Inc.

SSR Mining is a free-cash-flow-focused gold and silver mining company and the third-largest gold producer in the United States. SSR Mining has a diversified portfolio of operating, development and exploration assets across the Americas, including four operating mines in the U.S., Canada and Argentina. In 2026, SSR Mining is expected to produce between 450,000 and 535,000 gold-equivalent ounces. The company is headquartered in Denver, Colo., and is listed under the ticker symbol SSRM on the Nasdaq Stock Market and the Toronto Stock Exchange.

Qualified person

The scientific and technical information contained in this news release has been reviewed and approved by Vance Spalding, who is a qualified person within the meaning of National Instrument 43-101 -- Standards of Disclosure for Mineral Projects. Technical reports for each of the Rattlesnake Hills project and Newton property are available under Roxmore's profile on SEDAR+.

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