PAID PROMOTIONAL CONTENT: This article has been prepared and paid for by Silver Pony Resources Corp. (CSE: PONY; FSE: BJ40; OTC: PONIF) and should not be considered independent editorial content. Full disclosure appears at the end of this article.
Roxmore Resources Inc. (TSX: RM; OTCQX: GARLF) has agreed to be acquired by SSR Mining Inc. (Nasdaq: SSRM; TSX: SSRM) for cash and shares of a new exploration company. Among the assets Roxmore plans to move into that company is the Newton Project in central British Columbia, which Silver Pony Resources Corp. (CSE: PONY; FSE: BJ40; OTC: PONIF) sold to Roxmore in 2025 under its former name, Carlyle Commodities Corp. The transaction needs Roxmore securityholder and court approval, and Roxmore expects it to close in December 2026.
The Terms
Under the arrangement agreement announced on October 13, 2026, a subsidiary of SSR will acquire all issued and outstanding Roxmore shares through a court-approved plan of arrangement under the Business Corporations Act (British Columbia). For each Roxmore share, holders are to receive $6.75 in cash and 0.33 of a common share of a new exploration company, referred to in the release as Roxmore Spinco. All dollar figures are Canadian unless stated otherwise.
Roxmore puts the value of the Spinco shares at about $0.50 per Roxmore share. That is Roxmore’s own estimate, based on the cash Spinco is expected to keep at closing, property values derived from published mineral resource estimates and market multiples of peer exploration companies, and an adjustment for SSR’s stake in Spinco. It is not a market price. Spinco shares do not yet trade, and Roxmore lists among its risks that they may not be listed at closing, or at all.
Roxmore states that the cash and the estimated Spinco value together represent a premium of approximately 58% to its 20-day volume-weighted average price and 36% to its October 9, 2026 closing price on the TSX. For the cash alone, the figures are approximately 47% and 27%. Roxmore puts the total consideration at approximately $712 million on a fully diluted basis: about $663 million in cash and Spinco shares with an implied value of about $49 million.
Where the Newton Project Goes
On closing, SSR will take ownership of Roxmore’s Converse Project in Nevada. Spinco will receive the Rattlesnake Hills Project in Wyoming, the Newton Project in British Columbia, the Shabu River Property in Ontario, and US$10 million in cash. Existing Roxmore shareholders would own 85.01% of Spinco and SSR the remaining 14.99%. John Dorward, Roxmore’s CEO and Executive Chairman, is to lead Spinco.
Silver Pony’s link to Roxmore runs through Newton. Under a mineral property purchase agreement dated May 23, 2025, the Company, then named Carlyle Commodities Corp., sold the Newton Gold Project to Axcap Ventures Inc., since renamed Roxmore Resources Inc. On June 10, 2026, the Company reported that it had received 312,500 Roxmore shares as partial consideration for Newton. Management has described them as a possible source of non-dilutive capital, a forward-looking statement tied to a third-party stock’s value at a future date, not cash in hand today. Silver Pony has not publicly disclosed its current holdings of Roxmore shares, including whether it still holds any of the shares it received. The Company changed its name from Carlyle Commodities Corp. to Silver Pony Resources Corp. before completing its amalgamation with the Silver Pony business in July 2026.
Approvals and Timing
The transaction needs approval by 66 2/3% of the votes cast by Roxmore shareholders, warrantholders and optionholders voting together as a single class, at a special meeting Roxmore expects to hold in December 2026. It also needs a simple majority of the votes cast, excluding votes attached to shares held by persons required to be excluded under Multilateral Instrument 61-101, and approval of the court. Registered Roxmore shareholders will have customary dissent rights.
L1 Capital, Roxmore’s largest shareholder, together with all of Roxmore’s directors and officers, controls about 26.8% of the outstanding Roxmore shares. They have signed voting support agreements to vote for the transaction, subject to customary conditions. Roxmore’s board approved the transaction unanimously and recommends that shareholders vote in favour. ATB Cormark Capital Markets, Canaccord Genuity Corp. and SCP Resource Finance LP each gave the board an opinion that the consideration is fair, from a financial point of view, to Roxmore shareholders, subject to the assumptions, limitations and qualifications in each opinion.
The agreement includes customary deal protections: fiduciary-out provisions, non-solicitation covenants and the right to match any superior proposal. A break fee is payable to SSR in certain circumstances if the transaction is not completed. Roxmore expects closing in December 2026, after which its shares are expected to be delisted from the TSX. Full details will be set out in Roxmore’s management information circular, to be filed on SEDAR+.
What Comes Next
The next steps sit with Roxmore: filing the circular, holding the special meeting and seeking court approval. Roxmore’s own release lists the risks that the transaction is not completed on the terms or timing now expected, or at all; that required approvals are not obtained or closing conditions not met; that the agreement is terminated; and that the estimated value of the Spinco shares is not realized.
Silver Pony’s own focus is the exploration of the Silver Pony Project in southeastern British Columbia. Like any early-stage explorer, the Company will need further capital to keep exploring, and an early-stage CSE listing carries liquidity risk and potential dilution.
Sources
- Roxmore Resources Announces Sale to SSR Mining and Spinout of Exploration Assets, Newsfile Corp. (Roxmore Resources Inc. news release dated October 13, 2026)
- Carlyle Commodities news release on the Silver Pony transaction and Newton Gold Project consideration, Newsfile Corp. (Carlyle Commodities Corp., now Silver Pony Resources Corp., news release dated June 10, 2026)
- Silver Pony Announces Final CSE Approval, Resumption of Trading, and the Official Launch of 2026 Drilling, Newsfile Corp. (Silver Pony Resources Corp. news release dated July 24, 2026; name change)
- Silver Pony Provides Corporate Update, Newsfile Corp. (Silver Pony Resources Corp. news release dated October 8, 2026)
Disclosure
Paid Promotional Content
This page is a paid advertisement intended for informational and marketing purposes only. It should not be considered independent editorial content and does not constitute investment advice, a recommendation, or an offer or solicitation to buy or sell any security.
Silver Pony Resources Corp. is a client of Bai Media Group Ltd., operating under its brand AktieGo. The compensation arrangement provides for cash fees of $22,000 per month for the creation and distribution of content over five months beginning September 2026. In addition, Bai Media Group Ltd. has been granted 100,000 stock options of Silver Pony Resources Corp. These compensation arrangements create a financial interest in the Company and a potential conflict of interest. AktieGo and Bai Media Group Ltd. may buy or sell shares of companies profiled on this page before, during, or after publication.
Roxmore Resources Inc. and SSR Mining Inc.
Roxmore Resources Inc. and SSR Mining Inc. are named because Silver Pony, under its former name, sold the Newton Gold Project to Roxmore. Silver Pony received Roxmore shares as partial consideration for that sale and has not publicly disclosed its current holdings of Roxmore shares. Neither is a client of AktieGo or Bai Media Group Ltd. in connection with this article. Nothing in this article is a recommendation or commentary on the investment merits of Roxmore, SSR or Roxmore Spinco, or advice on how any securityholder should vote. Roxmore securityholders should read Roxmore’s management information circular when it is filed.
Exploration Risk
Silver Pony Resources Corp. is an early-stage exploration company. Exploration may fail to identify economically significant mineralization. Further work may require additional financing, which may not be available on acceptable terms and could dilute existing shareholders.
Forward-Looking Information
This article contains forward-looking information, including statements concerning the completion, terms and timing of the arrangement between Roxmore Resources Inc. and SSR Mining Inc.; the formation, capitalization and potential listing of Roxmore Spinco and the estimated value of the Spinco consideration; the transfer of the Newton Project to Roxmore Spinco; the potential use of any Roxmore shares held by the Company as a source of capital; the Company’s planned exploration of the Silver Pony Project; and future financing.
Forward-looking information contained in this content is based on assumptions and expectations believed to be reasonable as at the date of this content, including that the arrangement will be completed on the terms and timing announced by Roxmore, that required securityholder, court and other approvals will be obtained, that required financing will be available, and that exploration activities will be completed as planned. Although such assumptions and expectations are considered reasonable, they are inherently subject to significant business, economic, market, technological, regulatory and competitive uncertainties and contingencies, many of which are beyond the control of Silver Pony Resources Corp. There can be no assurance that these assumptions will prove correct or that the outcomes contemplated by the forward-looking information will occur.
Such risks and uncertainties include, among others: the possibility that the arrangement is not completed on the terms or timing currently anticipated, or at all; the possibility that the estimated value of the Spinco consideration is not realized or that Roxmore Spinco shares are not listed; changes in the market value of any Roxmore shares held by the Company; the speculative nature of mineral exploration; failure to obtain necessary financing or approvals; exploration or operational delays; and commodity-price and capital-market volatility. The information presented here has been obtained from sources believed to be reliable, including the Company’s public disclosures and website. AktieGo and Bai Media Group Ltd. make no representation or warranty, express or implied, as to its accuracy or completeness. Market prices, valuations and capital-structure figures reflect the dates identified in the article and are subject to change. Investing in early-stage exploration and junior mining companies involves a high degree of risk, including the potential loss of your entire investment. Readers should conduct their own independent research and consult a licensed financial advisor before making an investment decision. Neither AktieGo nor Bai Media Group Ltd. is a registered broker-dealer, investment advisor or financial planner. Securities discussed: Silver Pony Resources Corp. (CSE: PONY). Share and market data sourced from the Canadian Securities Exchange company listing and public market data providers as of the dates cited in text. Figures should be reverified at time of publication. Coverage on aktiego.com is provided for informational and educational purposes only. aktiego.com is not a registered investment advisor. Nothing in this article constitutes financial, investment, or professional advice. Readers are encouraged to conduct their own due diligence and consult a qualified financial advisor before making any investment decisions. For further information, please see our full DISCLAIMER.Information Sources and Investment Risk
