An anonymous director reports
SSR MINING TO VOLUNTARILY DELIST FROM ASX
SSR Mining Inc. has requested and received formal approval from the Australian Securities Exchange to be removed from the official list of the ASX entities pursuant to ASX listing Rule 17.11 (Delisting).
The company expects that the delisting will occur on April 8, 2025. The company's CHESS depositary interests will be suspended and cease to trade on the ASX at the close of trade on April 4, 2025.
Following the delisting from the ASX, the company's common shares will continue to be traded on the Nasdaq and the Toronto Stock Exchange under the trading symbol SSRM.
Reasons for delisting from the ASX
The company is seeking to delist from the ASX due to the infrequent and low volumes traded on the ASX as compared with those of the Nasdaq and the TSX. The CDIs held on the Australian register have declined to approximately 1.74 per cent of the company's total issued share capital as of Jan. 31, 2025.
The company believes that the financial, administrative and compliance obligations and costs associated with maintaining the ASX listing are no longer in the best interest of its shareholders.
Delisting conditions
The ASX has provided its approval for SSR Mining to be removed from the official list of ASX entities subject to the company complying with certain conditions as laid out in the appendix of this release.
Today, the company will send a letter to each CDI holder which sets out an overview of the delisting process, as well as the following timetable and options available to CDI holders.
SSR Mining is not required to obtain securityholder approval for the delisting.
Options available to CDI holders
CDI holders will have the opportunity to do the following.
(a) Convert CDIs into shares, listed on TSX and Nasdaq
At any time up until the closing date of the voluntary sale facility (June 17, 2025), CDI holders may request to convert their CDIs to the company's shares, held on the North American share registers, on a one-for-one basis.
Before requesting to convert, CDI holders should verify if their current stockbroking arrangements are suitable to allow them to trade shares on the TSX or Nasdaq. If CDI holders wish to convert their CDIs into shares on or before the suspension date (April 4, 2025), they may do so by:
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For CHESS holders, submitting a request to their sponsoring CHESS participant to assist with the conversion process or convert the CHESS holding to issuer sponsored so that the CDI holder can follow the process for issuer sponsored holders below; or
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For issuer sponsored holders, completing a CDI cancellation form and returning this (together with certified identification documentation where required) to the company's Australian CDI registry, Computershare Investor Services Pty. Ltd.
CDI holders remaining as at the delisting date (April 8, 2025) will be sent a personalized request form to allow them to convert their CDIs, if they wish, into shares up until the closing date of the voluntary sale facility.
(b) Sell CDIs on the ASX
CDI holders may sell their CDIs on the ASX at any time prior to the close of trading on the suspension date (April 4, 2025) by contacting their stockbroker or financial adviser who can arrange the sale. After the suspension date, CDI holders will not be able to sell CDIs on the ASX.
(c) Participate in the voluntary sale facility
Following delisting, any remaining CDI holders will be sent an election form to enable them to elect to participate in a voluntary sale facility, through which their CDIs will be sold, by the broker appointed by the company, in the form of shares on the Nasdaq or TSX, and the sale proceeds remitted to them in Australian dollars or New Zealand dollars. In addition, CDI holders who would like to receive their proceeds in other currencies will be able to enroll in Global Wire (an international wire payment service provided by Computershare) to receive the proceeds in their local currency. The company will pay all brokerage and any related costs, levies or fees associated with the sale of shares on the Nasdaq or TSX in connection with the voluntary sale facility.
(d) Compulsory sale process
The ASX settlement operating rules grant CHESS Depositary Nominees Pty. Ltd. a power of sale over any remaining underlying shares.
Accordingly, after closure of the voluntary sale facility, the company will establish a compulsory sale process to facilitate CHESS Depositary Nominees exercising its power of sale in respect of the underlying shares held on behalf of any remaining CDI holders. In other words, the compulsory sale process will operate by default in respect of any remaining CDI holders who have not requested to become the registered holder of the underlying shares on the North American share registers.
To facilitate the compulsory sale process, the company will appoint a broker who will effect the sale of shares on behalf of the CDI holder on the Nasdaq or TSX and the sale proceeds will be remitted to the CDI holder in Australian dollars, New Zealand dollars or via the Global Wire service. The company will pay all brokerage and any related costs, levies or fees associated with the sale of shares on the Nasdaq or TSX in connection with the compulsory sale process.
If the CDI holder cannot be contacted, the proceeds will be dealt with in accordance with applicable unclaimed money laws.
As noted above, CDI holders will today be sent a letter which provides further details regarding the options available to them relating to their CDIs and the delisting process.
Remedies available to CDI holders
A CDI holder opposed to the delisting may apply to a court in British Columbia, Canada, under the British Columbia Business Corporations Act on the basis that the delisting is oppressive or unfairly prejudicial to the CDI holder, or group of CDI holders. Under the BCBCA, the court has the power to make any order it considers appropriate, including an order to prohibit the delisting or to otherwise regulate the affairs of the company.
Consequences of delisting
The main consequence of the company's delisting for CDI holders is that, from the time the delisting takes effect, CDIs will no longer be quoted or traded on the ASX.
Unless CDI holders sell their CDIs before delisting occurs, elect to participate in the voluntary sale facility or request to become the registered holder of the underlying shares on the North American share registers, the shares underlying their CDIs will be sold, by default, pursuant to the compulsory sale process as described above.
If CDI holders have any questions about the delisting process, please contact Computershare at 1-300-850-505 (within Australia) or 61-3-9415-4000 (outside of Australia) between 8:30 a.m. and 5 p.m. Australian Eastern Standard Daylight Time.
About SSR Mining
Inc.
SSR Mining is listed under the ticker symbol SSRM on the Nasdaq and the TSX. The company expects to remain listed on the ASX under the ticker symbol SSR until market close on April 7, 2025.
We seek Safe Harbor.
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