Ssr Mining Inc 6-K, filed Sep 17, 2020
Ssr Mining Inc. (SSRM)
6-K
2020-09-17
For: 2020-09-17
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Added on
July 07, 2026
About this 6-K
Ssr Mining Inc filed this 6-K on September 17, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For September 17, 2020
Commission File Number: 001-35455
SSR MINING INC.
(Translation of registrant's name into English)
#800 - 1055 Dunsmuir Street
PO Box 49088, Bentall Postal Station
Vancouver, British Columbia
Canada V7X 1G4
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[ ] Form 20-F [x] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
DOCUMENTS FILED AS PART OF THIS FORM 6-K
See the Exhibit Index hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SSR Mining Inc. | ||
(Registrant) | ||
Date: September 17, 2020 | By: | Signed: “Gregory Martin” |
Gregory Martin | ||
Title: | Executive Vice President and Chief Financial Officer | |
SUBMITTED HEREWITH
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
SSR Mining Inc. (the “Company” or “SSR Mining”)
Suite 800 – 1055 Dunsmuir Street
Vancouver, British Columbia V7X 1G4
Suite 800 – 1055 Dunsmuir Street
Vancouver, British Columbia V7X 1G4
Item 2 | Date of Material Change |
September 16, 2020
Item 3 | News Release |
A news release announcing the material change was issued on September 16, 2020 through CNW Group. The news release was filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov.
Item 4 | Summary of Material Change |
On September 16, 2020, the Company announced the successful completion of the previously announced merger of equals transaction with Alacer Gold Corp. (“Alacer”) following the receipt of all regulatory approvals and the satisfaction of all customary closing conditions.
Item 5.1 | Full Description of Material Change |
On September 16, 2020, the Company announced the successful completion of the previously announced merger of equals transaction with Alacer pursuant to a plan of arrangement under the Business Corporations Act (Yukon) (the “Transaction”) following the receipt of all regulatory approvals and the satisfaction of all customary closing conditions.
Pursuant to the Transaction, former Alacer shareholders received 0.3246 SSR Mining common shares for each Alacer common share held (the “Exchange Ratio”). Each Alacer restricted share unit held by Alacer employees who are continuing as employees after closing of the Transaction and who consented thereto in writing became exercisable for SSR Mining common shares, as adjusted in accordance with the Exchange Ratio. Each Alacer restricted share unit held by Alacer employees who are not continuing as employees after closing of the Transaction vested and will be paid out and/or settled in connection with closing. SSR Mining’s common shares will continue trading on the Toronto Stock Exchange (the “TSX”) and NASDAQ with no changes and the CHESS Depositary Interests are expected to begin trading on the Australian Securities Exchange on September 17, 2020. Alacer’s shares are expected to be delisted from the TSX on or about September 18, 2020 and Alacer intends to apply to cease to be a reporting issuer under Canadian securities laws.
The combined entity is continuing as SSR Mining and is headquartered in Denver, Colorado with a corporate office in Vancouver, British Columbia. The newly constituted board of directors is comprised of five directors from each of the previous SSR Mining and Alacer boards for a total of 10 directors, including the Chief Executive Officer. The new SSR Mining board consists of Michael Anglin as Chairman; Rod Antal; Thomas Bates, Jr.; Brian Booth;
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Edward Dowling, Jr.; Simon Fish; Alan Krusi; Beverlee Park; Kay Priestly and Elizabeth Wademan.
With regard to the executive team, Rod Antal will hold the position of President & Chief Executive Officer of SSR Mining and the rest of the executive team includes: Stewart Beckman, EVP, Chief Operating Officer; F. Edward Farid, EVP, Chief Corporate Development Officer; Gregory Martin, EVP, Chief Financial Officer; and Michael Sparks, EVP, Chief Legal & Administrative Officer.
The full details of the Transaction are more particularly described in the joint management information circular of SSR Mining and Alacer dated June 2, 2020 which is available for download on SSR Mining’s website, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
Item 5.2 | Disclosure for Restructuring Transactions |
Not applicable.
Item 1 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 2 | Omitted Information |
Not applicable.
Item 3 | Executive Officer |
Michael Sparks
EVP, Chief Legal & Administrative Officer
Telephone: (303) 391-3060
EVP, Chief Legal & Administrative Officer
Telephone: (303) 391-3060
Item 4 | Date of Report |
September 17, 2020