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SSR Mining to divest 80% of Çöpler mine to Cengiz Holding for $1.5 billion

SSR Mining to sell 80% of Çöpler mine to Cengiz Holding for $1.5 billion

SSR Mining, the Denver-based precious metals company, has struck a binding memorandum of understanding to sell its 80% stake in the Çöpler gold mine and related assets in Türkiye to Turkish conglomerate Cengiz Holding A.S. The MoU, disclosed on an SEC Form 8-K dated March 3, 2026 and announced publicly March 4, sets a cash purchase price of $1.5 billion and ties closing to customary regulatory approvals and other closing conditions.

Deal snapshot
– Parties: SSR Mining and Cengiz Holding A.S. – Asset: 80% interest in the Çöpler mine (Türkiye) – Price: $1.5 billion in cash, payable at closing – Disclosure: SEC Form 8-K (March 3, 2026); company release (March 4, 2026) – Timing: definitive agreements due within 21 days of the MoU; closing targeted within 120 days after signing, subject to regulatory clearance (including consent from the Turkish General Directorate of Mining and Petroleum Affairs)

Why SSR is selling
SSR frames the divestment as a way to sharpen its geographic focus and strengthen its balance sheet. Proceeds are intended for reinvestment in higher-priority assets, shareholder returns and growth initiatives—consistent with SSR’s stated shift toward an Americas-focused portfolio following recent moves such as the Cripple Creek & Victor acquisition in Colorado. Notably, the sale does not include SSR’s 20% earned interest in the Hod Maden development project, preserving potential upside for the company.

Key commercial and financial mechanics
– Purchase price and deposit: The full $1.5 billion is payable in U.S. dollars at closing. Cengiz must deliver a $100 million deposit within ten business days of signing; that deposit will be credited at closing or refunded in specified circumstances. – Break fee: A reciprocal $50 million termination fee applies, which either party may pay to walk away—an economic disincentive designed to keep the deal on track. – Price adjustments: Post-signing adjustments for working capital, tax items and other normal reconciliations are permitted. Headline price movement is limited to +/- $50 million plus customary closing adjustments. – Due diligence and conditions: The buyer’s obligation is tied to “limited due diligence,” focused on mineral reserves and resources. The transaction is not conditioned on the buyer securing operational permits or financing, although regulatory approvals and satisfactory due diligence remain conditions precedent. Material adverse change provisions and the break-fee carve-out provide exits if unforeseen issues arise.

Operational transition and safeguards
Operational control is slated to transfer to Cengiz on closing, accompanied by transitional service agreements, customary indemnities, and environmental and compliance covenants. Governance arrangements preserve certain minority protections and require consent for material changes to mine plans during an initial transition period. Tax structuring and cash repatriation will follow standard industry practice, with the parties coordinating post-closing for tax optimization. Financing details supporting Cengiz’s bid remain confidential, but public disclosures indicate commitments sufficient to fund closing and near-term working capital.

Regulatory pathway and timing risks
Regulatory approvals are central to the timetable. Authorities are expected to review competition, environmental compliance, and operating permits, with competition clearances typically sequenced before final permits—potential bottlenecks that can stretch timelines. The MoU sets a tight schedule: definitive agreements within 21 days and closing within 120 days after those agreements, with an anticipated closing in the third quarter of 2026 if regulatory reviews proceed smoothly. Key risks that could delay or derail the deal include adverse findings from due diligence, contested permit conditions, or significant remediation obligations.

What investors should watch
– Formal regulatory filings and consent dates, especially with Turkish authorities – Any disclosures of material conditions attached to approvals – SEC filings for definitive agreements and exhibits, including adviser reports and any expanded representations or material adverse change clauses – Updates from CIBC World Markets Inc., which delivered a fairness opinion to SSR’s board dated March 3, 2026, stating that—subject to its assumptions and qualifications—the consideration is financially fair to SSR as of that date

Strategic implications
For SSR, the sale accelerates a portfolio rebalancing toward jurisdictions and assets where management sees clearer timelines to cash flow. Retaining Hod Maden preserves optionality in Türkiye while sharpening capital allocation elsewhere. For Cengiz Holding, the acquisition would expand its domestic mining footprint and could reshape local supply dynamics and investment flows in Turkey’s mining sector.

Advisers and disclosure
SSR has engaged external advisers to support negotiations and validate fairness. Definitive agreements and supporting exhibits will be filed in SEC periodic reports; those filings will be the authoritative source for binding terms and material representations. Fairness opinions and limited representations are typical at this stage and provide a provisional framework pending regulatory clearances. Investors should follow SEC filings, public disclosures from both companies, and Turkish regulatory developments to track progress and any material changes to the transaction.

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