Exhibit 2.1

PORTIONS OF THIS EXHIBIT MARKED BY [**] HAVE BEEN OMITTED PURSUANT TO RULE 601(B)(10) OF REGULATION S-K. THE OMITTED INFORMATION IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

1611454 B.C. UNLIMITED LIABILITY COMPANY

as the Purchaser

and

SSR MINING INC.

as the Parent

and

ROXMORE RESOURCES INC.

as the Company

ARRANGEMENT AGREEMENT

October 13, 2026

TABLE OF CONTENTS

Article 1
INTERPRETATION

SCHEDULES

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is made as of October 13, 2026

B E T W E E N:

1611454 B.C. UNLIMITED LIABILITY COMPANY, an unlimited liability company existing under the laws of British Columbia (the “Purchaser”)

- and -

SSR MINING INC., a corporation incorporated under the laws of British Columbia (the “Parent”)

- and -

ROXMORE RESOURCES INC., a corporation incorporated under the laws of British Columbia (the “Company”).

RECITALS:

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the Parties agree as follows:

Article 1
INTERPRETATION

As used in this Agreement, the following terms have the following meanings:

“1933 Act” means the United States Securities Act of 1933.

“1934 Act” means the United States Securities Exchange Act of 1934.

“Aboriginal Claim” means any written claim, assertion or demand, whether proven or unproven, made by any Aboriginal Peoples with respect to Aboriginal title, Aboriginal rights, treaty rights or any other Aboriginal interest.

“Aboriginal Information” means any and all written documents or electronic communications respecting Aboriginal Claims and the issuance of any Authorization that involves Aboriginal Claims.

“Aboriginal Peoples” means any aboriginal peoples of (i) Canada (for purposes of section 35 of the Constitution Act, 1982) or (ii) the United States, including Native Americans, including any federally-recognized Tribes in Nevada, and any group of aboriginal peoples, including Tribal governments.

“ACA” has the meaning ascribed thereto in Section (32)(viii) of Schedule C.

“Acceptable Confidentiality Agreement” means a confidentiality agreement between the Company and a third party other than the Purchaser or the Parent that contains confidentiality and other restrictions no less favourable in the aggregate to the Company than those set out in the Confidentiality Agreement; provided that such confidentiality and standstill agreement may permit such Person to submit an Acquisition Proposal on a confidential basis to the Board.

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement and other than any transaction involving only the Company and/or one or more of its wholly-owned Subsidiaries, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than the Purchaser (or any affiliate of the Purchaser) after the date of this Agreement relating to (i) any sale, disposition, alliance or joint venture (or any lease, long-term supply agreement or other arrangement having the same economic effect as a sale), direct or indirect, in a single transaction or a series of related transactions, of assets (including voting or equity securities of Subsidiaries of the Company) representing 20% or more of the fair market value of the consolidated assets of the Company and its Subsidiaries (based on the consolidated statements of financial position of the Company most recently filed as part of the Company Filings prior to such time); (ii) any direct or indirect take-over bid, tender offer, exchange offer, sale or issuance of securities, or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting, equity or other securities (including securities convertible into or exercisable or exchangeable for voting, equity or other securities) of the Company or any of its Subsidiaries holding assets with a fair market value of 20% or more of the consolidated assets of the Company and its Subsidiaries (based on the consolidated statements of financial position of the Company most recently filed as part of the Company Filings) then outstanding (assuming, if applicable, the conversion, exchange or exercise of such securities convertible into or exercisable or exchangeable for voting or equity securities); (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving the Company or any of its Subsidiaries holding assets with a fair market value of 20% or more of the consolidated assets of the Company and its Subsidiaries (based on the consolidated statements of financial position of the Company most recently filed as part of the Company Filings); or (iv) any other transaction or series of transactions involving the Company or any of its Subsidiaries having a similar result as any of the foregoing.

“Adjustment Amount” has the meaning set forth in Section 2.9.

“affiliate” has the meaning specified in National Instrument 45-106 – Prospectus Exemptions.

“Agreement” means this arrangement agreement, together with the Company Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

“Annual Financial Statements” means the audited financial statements of the Company as at, and for the years ended, December 31, 2024 and December 31, 2025, including the notes thereto.

“Anti-Corruption Laws” has the meaning specified in Section (16)(ii) of Schedule C.

“Arrangement” means an arrangement under section 288 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“Arrangement Resolution” means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting, substantially in the form of Schedule B.

“Authorization” means, with respect to any Person, any order, grant, permit, approval, certificate, consent, waiver, licence, classification, registration or other authorization of or from any Governmental Entity having jurisdiction over the Person.

“BCBCA” means the Business Corporations Act (British Columbia).

“BLM” means the United States Department of the Interior, Bureau of Land Management, Nevada State Office.

“Board” means the board of directors of the Company as constituted from time to time.

“Board Recommendation” has the meaning specified in Section 2.4(2).

“Breaching Party” has the meaning specified in Section 4.10(3).

“Bump Transactions” has the meaning ascribed thereto in Section 4.1(4).

“Business Day” means any day of the year, other than a Saturday, Sunday or any other day on which major banks are authorized or required by applicable Law to be closed for business in Vancouver, British Columbia or Toronto, Ontario.

“Canadian Securities Laws” means the Securities Act (British Columbia) and any other applicable Canadian provincial and territorial securities Laws.

“Cash Consideration” means $6.75 in cash per Common Share, without interest, subject to adjustment pursuant to Section 2.9.

“CERCLA” means the United States Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601, et seq.

“Change in Recommendation” has the meaning specified in Section 7.2(1)(d)(ii).

“COBRA” has the meaning specified in Section (32)(xi) of Schedule C.

“Code” means the United States Internal Revenue Code of 1986.

“Common Shares” means the common shares in the authorized share structure of the Company and includes, for greater certainty, any Common Shares issued upon the valid exercise of Options or Warrants or settlement of RSUs or DSUs.

“Company” has the meaning given to it in the preamble to this Agreement.

“Company Circular” means the notice of the Company Meeting and accompanying information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such information circular, to be sent to the Securityholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“Company Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by the Company to the Purchaser in connection with the execution of this Agreement.

“Company Employees” means the employees of the Company and its Subsidiaries.

“Company Filings” means all documents publicly filed under the profile of the Company on SEDAR+ since January 1, 2025.

“Company Meeting” means the special meeting of Securityholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution.

“Confidentiality Agreement” means the confidentiality agreement dated as of June 4, 2026, between the Company and the Parent.

“Consideration” means the consideration to be paid pursuant to the Plan of Arrangement consisting of, in respect of each Common Share, the Cash Consideration and the SpinCo Share Consideration.

“Contract” means any agreement, commitment, engagement, contract, franchise, lease, licence, undertaking, or other right or obligation (written or oral) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

“Converse” means Converse Resources LLC, a Nevada limited liability company and an indirect wholly-owned Subsidiary of the Company.

“Converse Project” means the gold project known as the “Converse Gold Project” located in Buffalo Valley, Nevada, as described in the Company Filings.

“Court” means the Supreme Court of British Columbia.

“Data Room” means the material contained in the virtual data room established by the Company as at 5:00 p.m. on October 12, 2026.

“Depositary” means Odyssey Trust Company or such other trust company, bank or other financial institution agreed to in writing by each of the Parties to act as depositary in respect of the Arrangement.

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

“DSUs” means the outstanding deferred share units issued under the Equity Incentive Plan.

“DTC” means the Depository Trust Company.

“Effective Date” means the date upon which the Arrangement becomes effective, as set out in Section 2.7(1).

“Effective Time” means 12:01 a.m. on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

“Employee Plans” means all health, welfare, supplemental unemployment benefit, change of control, retention, bonus, profit sharing, option, life insurance, compensation, incentive compensation, deferred compensation, share purchase, share compensation, disability, pension, supplemental pension, vacation, severance or termination pay, retirement or savings plans, stock purchase, stock appreciation, medical, dental, or other employee benefit plans, fringe benefits, including any health, medical, insurance or retirement stipend, allowance, reimbursement or cash payment program, whether or not conditioned on substantiation, the purchase of insurance or the establishment of an individual retirement account, and any other policies, trusts, programmes, undertakings or Contracts, for the benefit of current or former employees, officers, directors, consultants or other service providers of the Company or any of its Subsidiaries (or any spouses, dependents, survivors or beneficiaries of such Persons), whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered, formal or informal, which are maintained, sponsored or funded by or binding upon the Company or any of its Subsidiaries or in respect of which the Company or any of its Subsidiaries has an actual or contingent liability or otherwise, excluding mandatory government-sponsored plans or programs maintained solely by a Governmental Entity.

“Environmental Laws” means all Laws and agreements with Governmental Entities and all other statutory or regulatory requirements, in each such case, relating to public health and safety, pollution or the protection of the environment, species at risk or natural resources, including the reclamation, rehabilitation, remediation, closure or restoration of properties, including mining properties or mining hazards, or the use, Release, storage, generation, handling, treatment, transportation, rehabilitation, reclamation, remediation or disposition of any Hazardous Substance, tailings or waste rock, wastewater or surface water runoff, and all Authorizations issued pursuant to such Laws, agreements or other statutory or regulatory requirements, including, for greater certainty, CERCLA, the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §§6901 et. seq., SMCRA, the Clean Air Act, 42 U.S.C. §§7401 et. seq., the Clean Water Act, 33 U.S.C. §§1251 et. seq., the Toxic Substances Control Act, 15 U.S.C. §§2601 et. seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C. §§11001 et. seq., the Federal Mine Safety and Health Act of 1977, 30 U.S.C §§ 801 et seq., the Atomic Energy Act, 42 U.S.C §§ 2011 et. seq., the Endangered Species Act, 16 U.S.C. §§1531 et seq., the Safe Drinking Water Act, 42 U.S.C. §§300g, et seq.

“Equity Incentive Plan” means the omnibus equity incentive plan of the Company approved by Shareholders on November 14, 2025.

“ERISA” means the United States Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means, with respect to any person, any other person that, together with such first person, would be treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the United States Internal Revenue Code of 1986.

“Fairly Disclosed” means information that has been disclosed in the Company Filings prior to the date hereof in sufficient detail to enable a reader to identify and make a reasonably informed assessment of the nature and scope of the fact, matter or circumstance so disclosed.

“Fairness Opinions” means the opinion of each Financial Advisor to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.

“Final Order” means the final order of the Court pursuant to section 291 of the BCBCA in form and substance acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended on appeal (provided that any such amendment, modification, supplement or variation is acceptable to both the Company and the Purchaser, each acting reasonably).

“Financial Advisors” means ATB Capital Markets Corp., Canaccord Genuity Corp. and SCP Resource Finance LP.

“Financial Assurance” means any environmental surety, bond, letter of credit, financial assurance or other security required pursuant to Environmental Laws.

“Financial Statements” means the Annual Financial Statements and the Interim Financial Statements.

“Good Industry Practice” means, in relation to any decision, action or undertaking, the exercise of that degree of diligence, skill and care which is commonly performed or would reasonably be expected to be performed by skilled and experienced professionals in the U.S. or Canadian mining industry, as applicable, engaged in the same type of decision, action or undertaking under the same or similar circumstances.

“Governmental Entity” means (i) any international, multinational, national, federal, provincial, state, regional, county, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any statutory, regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange.

“Hazardous Substance” means any substance, material or waste defined, regulated, listed or prohibited by Environmental Laws, including pollutants, contaminants, chemicals, deleterious substances, dangerous goods, hazardous or industrial toxic wastes or substances, tailings, waste rock, waste water, surface water runoff, acid rock drainage, radioactive materials, explosives, petroleum and petroleum products, per- and polyfluoroalkyl substances, and polychlorinated biphenyls.

“Historic Site” means a site listed or potentially eligible for listing under the United States National Historic Preservation Act of 1966, the United States Antiquities Act of 1906, or any similar state or local Law.

“HSR Act” means the United States Hart-Scott Rodino Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder.

“IFRS” means generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis.

“Incentive Securities” means Options, RSUs, and DSUs.

“Indemnified Persons” has the meaning set forth in Section 8.5(1).

“Interim Financial Statements” means the interim condensed consolidated financial statements of the Company for the three and six months ended June 30, 2026, including the notes thereto.

“Interim Order” means the interim order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended, modified, supplemented or varied by the Court with the consent of the Company and the Purchaser, each acting reasonably.

“Investor Agreement” means the investor agreement substantially in the form attached as Schedule F hereto.

“Law” or “Laws” means, with respect to any Person, any and all applicable laws (statutory, common or otherwise), constitutions, treaties, conventions, ordinances (including zoning), codes, rules, regulations, orders, injunctions, writs, judgments, decrees, rulings or other similar requirements, whether domestic or foreign, enacted, adopted, issued, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended.

“Leased Real Property” means all real property leased, subleased, licensed or similarly occupied by the Company or any of its Subsidiaries, including all buildings, structures, improvements, appurtenances and fixtures thereon or attached or appurtenant thereto.

“Leases” means the leases, subleases, licenses and occupancy agreements underlying the Leased Real Property.

“Legacy RSU Plan” means the restricted share unit plan of the Company dated effective July 12, 2018, as amended on June 15, 2022 and August 7, 2025.

“Legacy Stock Option Plan” means the incentive stock option plan of the Company dated effective October 29, 2013.

“Lien” means any mortgage, charge, pledge, hypothec, security interest, lease, sublease, royalty, statutory or deemed trust, prior claim, option, encroachment, right of first refusal or first offer, occupancy right, lien (statutory or otherwise) or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute, or any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing.

“Matching Period” has the meaning specified in Section 5.4(1)(e).

“Material Adverse Effect” means any change, event, occurrence, effect, fact, circumstance or development that, individually or in the aggregate with other such changes, events, occurrences, effects, state of facts, circumstances or developments, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise) or liabilities (contingent or otherwise and whether contractual or otherwise) of the Company and its Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, fact, circumstance or development resulting from or arising in connection with:

provided, however, that with respect to clauses (a) through (g), such matter does not have a materially disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, in comparison to other comparable companies and entities operating in the industry in which the Company and/or its Subsidiaries operate, in which case such materially disproportionate adverse effect may be taken into account in determining whether a Material Adverse Effect has occurred; and provided further that references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Material Adverse Effect” has occurred.

“Material Contract” means any Contract: (i) that if terminated by any party thereto or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect; (ii) relating directly or indirectly to indebtedness for borrowed money or to the guarantee, support, indemnification or assumption or any similar commitment with respect to any liabilities (whether accrued, absolute, contingent or otherwise), obligations or indebtedness of any Person other than the Company or any of its Subsidiaries in excess of $500,000; (iii) restricting the incurrence of indebtedness by the Company or any of its Subsidiaries (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of the Company or any of its Subsidiaries, or restricting the payment of dividends by the Company or by any of its Subsidiaries; (iv) under which the Company or any of its Subsidiaries is obligated to make or expects to receive payments in excess of $500,000 over the remaining term; (v) under which the Company or any of its Subsidiaries has directly or indirectly made loans or advances to a third party, (vi) providing for the establishment, investment in, organization, formation or operation of any joint venture, limited liability company or partnership; (vii) that creates an exclusive dealing arrangement or right of first offer or refusal or “most favoured nation” obligation in favour of another Person; (viii) providing for contractual change in control payments; (ix) that relates to the sale or purchase of a Person, or material business, property or asset, whether in the form of a sale, purchase, exchange (or option to sell, purchase or exchange), merger, arrangement, consolidation, combination or otherwise (including any such transaction that has closed but under which one or more of the parties have material ongoing obligations); (x) that limits or restricts (A) the ability of the Company or any of its Subsidiaries to engage in any business activity or carry on business or acquire an interest in real property or minerals in any geographic area (other than a confidentiality agreement with a customary area of interest clause with a duration of twelve (12) months or less that does not extend to affiliates of the Company other than Subsidiaries), or (B) the scope of Persons to whom the Company or any of its Subsidiaries may sell mineral production; (xi) that is a contractual royalty, production payment, net profits, earn-out, streaming agreement, metal pre-payment or similar agreement that relates to the Converse Project; or (xii) that is otherwise material to the Company and its Subsidiaries, taken as a whole.

“Material Subsidiaries” has the meaning specified in Section (6)(ii) of Schedule C.

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

“Mineral Property” means all mining interests of the Company or any of its Subsidiaries including all mineral prospecting, and exploration concessions, licences, permits, leases, rights, fee property, claims (including the Unpatented Claims), surface access rights, easements and all other forms of mineral tenure, in each case whether created privately or by the action of any Governmental Entity, and whether contractual, statutory, regulatory or otherwise.

“Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

“Money Laundering Laws” has the meaning specified in Section (16)(iv) of Schedule C.

“MPRA” means the Milestone Payment Rights Agreement dated as of July 15, 2024 between Waterton Nevada Splitter, LLC and Converse Acquisition Company, Limited.

“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions.

“NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations.

“NI 52-109” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings.

“officer” has the meaning specified in the Securities Act (British Columbia).

“Options” means the options to purchase Common Shares granted under the Equity Incentive Plan or the Legacy Stock Option Plan.

“Ordinary Course” means, with respect to an action taken or to be taken by the Company, that such action is consistent with the past practices of the Company and is taken in the ordinary course of the normal day-to-day operations of the business of the Company.

“OTCQX” means the OTC Quality Crossmarket operated by OTC Markets Group.

“Outside Date” means April 13, 2027, or such later date as may be agreed in writing by the Parties.

“Owned Real Property” means all real property owned by the Company or any of its Subsidiaries, including all buildings, structures, improvements, appurtenances and fixtures thereon or attached or appurtenant thereto.

“Parent” has the meaning given to it in the preamble to this Agreement.

“Parties” means the parties to this Agreement and “Party” means any one of them.

“Permitted Liens” means, in respect of the Company or any of its Subsidiaries, any one or more of the following:

“Person” includes any individual, sole proprietorship, corporation, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, joint stock company, incorporated or unincorporated association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

“PGV Claims” means the 232 unpatented mining claims forming part of the Unpatented Claims that, as of the date hereof, are held of record in the records of the BLM in the name of PGV US Corp., as set out in Section 1.1 “PGV Claims” of the Company Disclosure Letter.

“PGV Deed” means the Deed of Unpatented Mining Claims in respect of the PGV Claims recorded under document number 2026-02213.

“Plan of Arrangement” means the plan of arrangement under Division 5 of Part 9 of the BCBCA, substantially in the form of Schedule A hereto, subject to any amendments or variations to such plan made in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“Pre-Acquisition Reorganization” has the meaning set forth in Section 4.7(1).

“Project Real Property” means, collectively, all Owned Real Property, Leased Real Property and Mineral Property, in each case, relating to the Converse Project.

“Purchaser” has the meaning given to it in the preamble to this Agreement.

“Regulatory Approval” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case required in connection with the Arrangement or requested by a Requesting Authority.

“Release” means any release, spill, emission, discharge, injection, disposal, leaking, pumping, pouring, emptying, escaping, leaching, dumping or discarding on, into or through the environment.

“Representatives” has the meaning specified in Section 5.1(1).

“Requesting Authority” means any Governmental Entity (other than the Court) that, at any time prior to the closing of the Arrangement, asserts jurisdiction over, or requests from any of the Parties a filing or submission relating to the Arrangement.

“Required Approval” has the meaning specified in Section 2.2(b).

“Restricted Parties” has the meaning specified in Section (16)(iii) of Schedule C.

“Royalties” means the royalties set out in Section 1.1 “Royalties” of the Company Disclosure Letter.

“RSUs” means the outstanding restricted share units issued under the Equity Incentive Plan or Legacy RSU Plan.

“Sanctions Laws” has the meaning specified in Section (16)(iii) of Schedule C.

“SEC” means the Securities and Exchange Commission.

“Securities Authority” means the British Columbia Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.

“Securities Laws” means, collectively, Canadian Securities Laws and United States Securities Laws.

“Securityholders” means, collectively, Shareholders, holders of Warrants and holders of Options.

“SEDAR+” means the System for Electronic Document Analysis and Retrieval +.

“Shareholders” means the registered and/or beneficial holders of Common Shares, as the context requires.

“SpinCo” means RoxOn Resources Inc., a corporation existing under the laws of the Province of Ontario.

“SpinCo Contribution Agreement” means the contribution and transfer agreement substantially in the form attached as Schedule E hereto.

“SpinCo Reorganization” means the reorganization described in Section 1.1 of the Company Disclosure Letter to be undertaken prior to the effectiveness of the transactions contemplated by the SpinCo Contribution Agreement.

“SpinCo Share Consideration” means 0.33 of a SpinCo Share per Common Share.

“SpinCo Shares” means common shares in the capital of SpinCo.

“Subsidiary” has the meaning specified in NI 45-106 as in effect on the date of this Agreement.

“Superior Proposal” means any unsolicited bona fide written Acquisition Proposal from a Person or group of Persons, other than the Purchaser, the Parent or one or more of their respective affiliates or any Person acting jointly or in concert with the Purchaser, the Parent or any of their respective affiliates, who is arm’s length to the Company (within the meaning of the Tax Act), made after the date hereof to directly or indirectly acquire not less than all of the outstanding Common Shares (other than any Common Shares held by the Person or group of Persons making such Acquisition Proposal) or all or substantially all of the assets of the Company on a consolidated basis:

“Superior Proposal Notice” has the meaning specified in Section 5.4(1)(c).

“Supporting Shareholders” means, collectively, (i) each director and officer of the Company and (ii) L1 Capital Pty Ltd.

“Tax Act” means the Income Tax Act (Canada).

“Tax Returns” means any and all returns, reports, declarations, elections, notices, forms, claims for refund, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes, including any schedule, attachment, supplement, appendix, or exhibit thereto, and including any amendment thereof.

“Taxes” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, carbon, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, provincial sales, retail, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, unclaimed property, escheat, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, surcharge, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii), whether disputed or not; (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

“Technical Reports” means the technical reports titled: (i) “Technical Report and Mineral Resource Update, Converse Property, Humboldt County, Nevada, USA”, dated November 15, 2024 (effective November 15, 2024), prepared by APEX Geoscience Ltd.; (ii) “Amended and Restated Technical Report and Mineral Resource Update, Converse Property, Humboldt County, Nevada, USA”, dated February 13, 2025 (effective February 13, 2025), prepared by APEX Geoscience Ltd.; and (iii) “Technical Report on the Preliminary Economic Assessment of the Converse Project, Nevada, USA”, dated May 29, 2026 (effective May 2, 2026), prepared by SLR Consulting (Canada) Ltd.

“Terminating Party” has the meaning specified in Section 4.10(3).

“Termination Fee” has the meaning specified in Section 8.2(2).

“Termination Fee Event” has the meaning specified in Section 8.2(2).

“Termination Notice” has the meaning specified in Section 4.10(3).

“Treasury Regulations” means the U.S. Treasury Regulations promulgated under the Code.

“TSX” means the Toronto Stock Exchange.

“United States Securities Laws” means the 1933 Act, the 1934 Act, and all rules, regulations and orders promulgated by the SEC under either of such statutes, together with any successor or comparable federal securities laws of the United States.

“Unpatented Claims” means all unpatented mining claims (including any and all lode, placer, mill site and tunnel site claims) set out in Section 1.1 “Unpatented Claims” of the Company Disclosure Letter.

“Voting Agreements” means the voting agreements dated the date hereof entered into among the Purchaser, the Parent and each of the Supporting Shareholders, pursuant to which such Persons have agreed, among other things, to vote the securities beneficially owned by them in favour of the Arrangement Resolution in accordance with the terms of such agreements.

“Warrant Instruments” means the certificates governing the terms and conditions of the Warrants, as applicable.

“Warrants” means the warrants to purchase Common Shares granted under the Warrant Instruments.

“Water Rights” means, with respect to the Converse Project, all rights to divert, appropriate, and/or use water under any application, grant, permit, certificate, decree, contract or claim whether adjudicated, unadjudicated, perfected, or unperfected.

“wilful breach” means a material breach that is a consequence of any act undertaken, or any omission or failure to take an act, by the breaching party with the actual knowledge that such act, or the omission or failure to take such act, would, or would be reasonably expected to, cause a material breach of this Agreement.

In this Agreement, unless otherwise specified:

Unless otherwise stated, all accounting terms used in this Agreement have the meanings attributable thereto under IFRS and all determinations of an accounting nature required to be made are to be made in a manner consistent with IFRS.

The following Schedules attached to this Agreement form an integral part of this Agreement:

In this Agreement, references to “the knowledge of the Company” means the actual knowledge of the Chief Executive Officer and Executive Chairman, the Chief Financial Officer and the Executive Vice President – Development, in each case after inquiry within the Company and its Subsidiaries (and without any obligation to make any inquiry of third parties or any Governmental Entity or to perform any search of any public registry office or system), with the presumption that such officers have made such due and diligent inquiries as they consider necessary and reasonable in the circumstances (acting reasonably and in good faith in such consideration).

The Company Disclosure Letter itself and all information contained in it is confidential information and may not be disclosed unless (i) it is required to be disclosed pursuant to applicable Law unless such Law permits the Parties to refrain from disclosing the information for confidentiality or other purposes or (ii) a Party, acting reasonably and in good faith, needs to disclose it in order to enforce its rights under this Agreement.

Article 2
THE ARRANGEMENT

The Company and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.

As soon as reasonably practicable after the date of this Agreement, the Company shall apply in a manner reasonably acceptable to the Purchaser pursuant to section 291 of the BCBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things:

Subject to the terms and conditions of this Agreement and the Interim Order, the Company shall:

If the Interim Order is obtained and the Required Approval is obtained at the Company Meeting in accordance with the terms of the Interim Order, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to section 291 of the BCBCA, as soon as reasonably practicable, but in any event not later than five (5) Business Days after the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order.

Following receipt of the Final Order and no later than the Business Day prior to the anticipated Effective Date determined in accordance with Section 2.7(1):

Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the Company sets a record date for any dividend or other distribution on the Common Shares that is prior to the Effective Time or pays any dividend or other distribution on the Common Shares prior to the Effective Time, then: (i) to the extent the amount of such dividends or distributions per Common Share (the “Adjustment Amount”) does not exceed the amount of the Cash Consideration, the Cash Consideration shall be reduced by the Adjustment Amount; and (ii) to the extent that the Adjustment Amount exceeds the Cash Consideration, such excess amount shall be placed in escrow for the account of the Purchaser or another Person designated by the Purchaser.

The Parent unconditionally and irrevocably guarantees in favour of the Company the due and punctual payment and performance by the Purchaser of each and every of the Purchaser’s obligations hereunder and under the Plan of Arrangement, including its obligation to pay the aggregate Cash Consideration and the aggregate cash required to be paid in consideration for the Warrants, in each case, in accordance with this Agreement and the Plan of Arrangement. The obligations and liabilities of the Parent hereunder shall be absolute and unconditional, irrespective of any amalgamation, merger or reorganization of the Parent or Purchaser, including any such reorganization occurring by means of the insolvency or bankruptcy of the Purchaser, or upon any other event or contingency. The guarantee herein provided is an absolute, unconditional, continuing guarantee of payment and performance and not of collectability, and is in no way conditioned upon any attempt to collect from the Purchaser. The guarantee herein provided shall survive in full force and effect until all such obligations guaranteed by this Section 2.11 have been performed (and, if applicable, paid) in accordance with the terms of this Agreement. The Parent hereby agrees that the Company shall not have to proceed first against the Purchaser in respect of any such matter before exercising its rights under this guarantee against the Parent and the Parent agrees to be liable for all guaranteed obligations as if it were the principal obligor of such obligations. The Parent hereby unconditionally and irrevocably waives any right to revoke the guarantee given in this Section 2.11 and acknowledges that such guarantee is continuing in nature and applies to all presently existing and future obligations of the Purchaser under this Agreement.

The Parties agree that the Arrangement will be carried out with the intention that, and will use their commercially reasonable efforts to ensure that, all SpinCo Shares issued or distributed on completion of the Arrangement will be issued and distributed by SpinCo in reliance on the exemption from the registration requirements of the 1933 Act provided by section 3(a)(10) thereunder and applicable U.S. state securities laws in reliance upon similar exemptions under applicable U.S. state securities laws. In order to ensure the availability of the exemption under section 3(a)(10) of the 1933 Act, the Parties agree that the Arrangement will be carried out on the following basis:

“This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of RoxOn Resources Inc., pursuant to or in connection with the Plan of Arrangement.”.

Article 3
REPRESENTATIONS AND WARRANTIES

Article 4
COVENANTS

Nothing contained in this Agreement shall give either the Company, on the one hand, or the Purchaser or the Parent, on the other, directly or indirectly, the right to control or direct the operations of the Company or the Purchaser and the Parent, respectively, prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Subject to the terms and conditions of this Agreement, the Parties shall co-operate in the preparation of presentations, if any, to the Shareholders regarding the Arrangement. A Party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law shall use its best efforts to give the other Parties prior oral or written notice and a reasonable opportunity to review or comment on the disclosure (other than with respect to confidential information contained therein). The Party making such disclosure shall give reasonable consideration to any comments made by the other Parties or their counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. Notwithstanding the foregoing, a Party (i) may make internal announcements to employees and have discussions with its shareholders, financial analysts and other stakeholders relating to this Agreement or the transactions contemplated hereby, and (ii) may make public announcements in the Ordinary Course that do not relate specifically to this Agreement or the Arrangement, provided that, in each case, such announcements or discussions, as applicable, are not inconsistent with the most recent press release, public statement or disclosure made by the Company or the Parent that were approved by the Parties prior to filing or release, as applicable.

To the extent requested by the Purchaser, prior to the Effective Time, the Company shall cooperate with the Purchaser and use its commercially reasonable efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws to enable the delisting by the Company of the Common Shares from the TSX as promptly as practicable after the Effective Time.

Article 5
ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

If the Company or any of its Subsidiaries or any of their respective Representatives, receives (orally or in writing) any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any of its Subsidiaries, including information, access or disclosure relating to the properties, assets, facilities, books or records of the Company or any of its Subsidiaries, the Company shall promptly notify the Purchaser, at first orally, and then within 24 hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all written documents and material correspondence in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser fully informed on a current basis of the status of material developments and (to the extent permitted by Section 5.3) negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any material terms of any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the Purchaser copies of all material correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence communicated to the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Without limiting the generality of the other provisions of this Article 5, the Company shall advise its Subsidiaries and their respective Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by the Company, its Subsidiaries or their respective Representatives is deemed to be a breach of this Article 5 by the Company.

Article 6
CONDITIONS

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Date, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Date, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Date, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released at the Effective Time.

Article 7
TERM AND TERMINATION

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder or Representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination under Section 7.1 as a result of the Effective Time occurring, Section 4.11 shall survive for a period of six (6) years following such termination; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 through to and including Section 8.13 shall survive indefinitely following such termination, and provided further that, except as set forth in Section 8.2(5), no Party shall be relieved of any liability for fraud or any wilful breach by it of this Agreement.

Article 8
GENERAL PROVISIONS

provided, however, that no such amendment may reduce or materially affect the Consideration under the Arrangement without Securityholder approval at the Company Meeting or, following the Company Meeting, without Securityholder approval given in the same manner as required by applicable Laws for the approval of the Arrangement as may be required by the Court.

For purposes of this Section 8.2(2)(d), the term “Acquisition Proposal” shall have the meaning ascribed to such term in Section 1.1, except that all references to “20% or more” shall be deemed to be references to “50% or more”.

Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or email and addressed:

c/o SSR Mining Inc.

6900 E. Layton Avenue

Suite 1330

Denver, Colorado 80237

and with a copy to (which shall not constitute notice):

Stikeman Elliott LLP
199 Bay Street
Suite 5300, Commerce Court West
Toronto, Ontario M5L 1B9

Roxmore Resources Inc.

1075 West Georgia Street

Suite 1504

Vancouver, British Columbia V6E 3C9

with a copy to (which shall not constitute notice):

Davies Ward Phillips & Vineberg LLP

155 Wellington Street West

Toronto, Ontario M5V 3J7

Any notice or other communication is deemed to be given and received (i) if sent by personal delivery, email or same-day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 5:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by overnight courier, on the next Business Day. A Party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a notice will be assumed not to be changed. Sending a copy of a notice or other communication to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

This Agreement, together with the Confidentiality Agreement, constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement (whether written or oral), except as specifically set forth in this Agreement and the Confidentiality Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. In furtherance of the foregoing, each of the Purchaser and the Parent acknowledges that neither the Company nor any other Person makes or has made any representation or warranty to the Purchaser, the Parent or any of their representatives with respect to any financial or technical projection, forecast, guidance, budget or other prospective information relating to the Company or any of its Subsidiaries or their respective businesses or operations, except as specifically set forth in this Agreement.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the Party drafting such agreement or other document.

No director, officer or employee of the Purchaser or the Parent shall have any personal liability whatsoever to the Company under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Purchaser or the Parent. No director, officer or employee of the Company or any of its Subsidiaries shall have any personal liability whatsoever to the Purchaser or the Parent under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Company or any of its Subsidiaries.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile or electronic transmission or any form of electronic communication) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or executed electronic copy of this Agreement, and such facsimile or executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Signature page follows. Remainder of page intentionally left blank]

IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement.

Schedule A
PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT
UNDER SECTION 288 OF THE
BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

[See attached]

PLAN OF ARRANGEMENT
UNDER
DIVISION 5 OF PART 9 OF THE
BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Article 1
Interpretation

In this Plan of Arrangement, any capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement. In addition, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“Adjustment Amount” has the meaning specified in Section 2.6;

“Affected Securityholders” means, collectively, the Shareholders, the Warrantholders and the holders of Incentive Securities;

“Arrangement” means the arrangement under Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement or Article 5 or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement dated as of October 13, 2026 among the Purchaser, the Parent and the Company, together with the schedules attached thereto and the Company Disclosure Letter, as amended, supplemented or restated in accordance with its terms prior to the Effective Date, providing for, among other things, the Arrangement;

“Arrangement Resolution” means the special resolution approving this Plan of Arrangement to be considered at the Company Meeting;

“BCBCA” means the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57;

“Business Day” means any day of the year, other than a Saturday, Sunday or any other day on which major banks are authorized or required by applicable Law to be closed for business in Vancouver, British Columbia or Toronto, Ontario;

“Cancelled Option” means an Option that is not a Cash-Out Option;

“Cancelled Warrant” means a Warrant that is not a Cash-Out Warrant;

“Cash Consideration” means $6.75 in cash per Common Share, without interest, as adjusted pursuant to Section 2.6;

“Cash-Out Option” means an Option (other than an Exercised Option) in respect of which the exercise price payable under such Option by the holder thereof to acquire each Common Share underlying such Option is less than the Cash Consideration;

“Cash-Out Warrant” means a Warrant in respect of which the exercise price payable under such Warrant by the holder thereof to acquire each Common Share underlying such Warrant is less than the Cash Consideration;

“Class A Shares” means the Class A shares in the authorized share structure of the Company to be created and issued pursuant to Section 2.4(h);

“Common Shares” means the common shares in the authorized share structure of the Company or, following completion of Section 2.4(i), the common shares or Class A Shares in the capital of the Company, as the context requires, and includes, for greater certainty, any common shares issued upon the valid exercise of Options or Warrants or the settlement of RSUs or DSUs prior to the Effective Time;

“Company” means Roxmore Resources Inc., a corporation existing under the laws of the Province of British Columbia;

“Company Circular” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, sent to the Securityholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement;

“Company Meeting” means the special meeting of Securityholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser;

“Consideration” means the consideration to be received by Securityholders (other than Dissenting Shareholders) pursuant to this Plan of Arrangement consisting, in respect of each Common Share that is issued and outstanding immediately prior to the Effective Time, of: (i) the Cash Consideration and (ii) the SpinCo Share Consideration;

“Court” means the Supreme Court of British Columbia;

“Depositary” means Odyssey Trust Company or such other trust company, bank or other financial institution agreed to in writing by each of the Parties to act as depositary in relation to the Arrangement;

“Dissent Rights” has the meaning specified in Section 3.1;

“Dissenting Shareholder” means a registered holder of Common Shares who has validly exercised its Dissent Rights in accordance with the Interim Order and Section 3.1 and who, as of the Effective Time, has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Common Shares in respect of which such Dissent Rights are validly exercised by such holder;

“Dissenting Share” means a Common Share in respect of which Dissent Rights have been validly exercised and not withdrawn by a Dissenting Shareholder;

“DSUs” means the outstanding deferred share units issued under the Equity Incentive Plan;

“Effective Date” means the date upon which the Arrangement becomes effective, as set out in section 2.7(1) of the Arrangement Agreement;

“Effective Time” means 12:01 a.m. on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date;

“Equity Incentive Plan” means the omnibus equity incentive plan of the Company approved by Shareholders on November 14, 2025;

“Exercised Option” means an Option for which an Optionholder has, not later than five (5) Business Days prior to the Effective Time, (i) executed and delivered to the Company an applicable exercise form, (ii) paid to the Company the aggregate exercise price payable under such Option, and (iii) paid to the Company all withholding taxes and any other applicable source deductions that will arise in respect of the exercise of such Option, but excluding for greater certainty an Option for which a Common Share has been issued to its Optionholder prior to the Effective Time;

“Exercised Option Shares” has the meaning specified in Section 2.4(e);

“Final Order” means the final order of the Court pursuant to section 291 of the BCBCA, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended on appeal (provided that any such amendment, modification, supplement or variation is acceptable to both the Company and the Purchaser, each acting reasonably);

“Funding Loan” means a non-interest bearing demand loan from the Purchaser to the Company in an amount equal to the amount requested by the Company pursuant to section 2.8 of the Arrangement Agreement;

“Governmental Entity” means (i) any international, multinational, national, federal, provincial, state, regional, county, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any statutory, regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange;

“Incentive Securities” means, collectively, the Options, the RSUs and the DSUs;

“Initial SpinCo Share” means the one SpinCo Share issued to the Company on the incorporation of SpinCo;

“Interim Order” means the interim order of the Court pursuant to section 291 of the BCBCA, in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended, modified, supplemented or varied by the Court with the consent of the Company and the Purchaser, each acting reasonably;

“Legacy RSU Plan” means the restricted share unit plan of the Company dated effective July 12, 2018, as amended on June 15, 2022 and August 7, 2025;

“Legacy Stock Option Plan” means the incentive stock option plan of the Company dated effective October 29, 2013;

“Letter of Transmittal” means the letter of transmittal for use by the Shareholders, in the form accompanying the Company Circular;

“Lien” means any mortgage, charge, pledge, hypothec, security interest, lease, sublease, royalty, statutory or deemed trust, prior claim, option, encroachment, right of first refusal or first offer, occupancy right, lien (statutory or otherwise) or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute, or any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Optionholders” means the holders of Options;

“Options” means the options to purchase Common Shares granted under the Equity Incentive Plan or the Legacy Stock Option Plan;

“Parent” means SSR Mining Inc., a corporation existing under the laws of the Province of British Columbia;

“Person” includes any individual, sole proprietorship, corporation, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, joint stock company, incorporated or unincorporated association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including any Governmental Entity), syndicate or other entity, whether or not having legal status;

“Plan of Arrangement” means this plan of arrangement and any amendments or variations hereto made in accordance with the Arrangement Agreement and Article 5 hereof or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

“Purchaser” means 1611454 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of the Province of British Columbia and a wholly-owned subsidiary of the Parent;

“RSUs” means the outstanding restricted share units issued under the Equity Incentive Plan or the Legacy RSU Plan;

“Shareholders” means the registered and/or beneficial holders of Common Shares, as the context requires;

“SpinCo” means RoxOn Resources Inc., a corporation existing under the laws of the Province of Ontario;

“SpinCo Assets” has the meaning ascribed thereto in the SpinCo Contribution Agreement;

“SpinCo Contribution Agreement” means the agreement of purchase and sale to be entered into between the Company and SpinCo in accordance with section 4.3 of the Arrangement Agreement, substantially in the form attached as Schedule E to the Arrangement Agreement, concerning the transfer of the SpinCo Assets to, and the assumption of the SpinCo Liabilities by, SpinCo in connection with the Arrangement;

“SpinCo Liabilities” has the meaning ascribed thereto in the SpinCo Contribution Agreement;

“SpinCo Reorganization” means the reorganization described in Section 1.1 of the Company Disclosure Letter;

“SpinCo Retained Percentage” means 14.99%;

“SpinCo Share Consideration” means 0.33 of a SpinCo Share per Common Share;

“SpinCo Share Delivery Note” has the meaning specified in Section 2.4(g);

“SpinCo Shares” means the common shares in the capital of SpinCo;

“Tax Act” means the Income Tax Act (Canada), as amended;

“Warrant Instruments” means the certificates governing the terms and conditions of the Warrants, as applicable;

“Warrantholders” means the holders of Warrants; and

“Warrants” means the warrants to purchase Common Shares granted under the Warrant Instruments.

The division of this Plan of Arrangement into sections and the insertion of headings are for reference purposes only and shall not affect the interpretation of this Plan of Arrangement. Unless otherwise indicated, any reference in this Plan of Arrangement to a section or a schedule refers to the specified section of or schedule to this Plan of Arrangement.

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular only shall include the plural and vice versa, and words importing the use of any gender shall include all genders.

If the date on which any action is required to be taken hereunder by any Person is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein or in any Letter of Transmittal are local time (Vancouver, British Columbia) unless otherwise stipulated herein or therein. A period of time is to be computed as beginning on the day following the event that began the period and ending at 5:00 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 5:00 p.m. on the next Business Day if the last day of the period is not a Business Day.

Any reference in this Plan of Arrangement to a statute includes all regulations and rules made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation”, (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”, and (iii) unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement.

Unless otherwise stated, all references in this Plan of Arrangement to amounts of money are expressed in lawful money of Canada and “$” refers to Canadian dollars.

Exhibit A – Rights, Privileges, Restrictions and Conditions of the
Class A Shares of the Company is attached to this Plan of Arrangement and is incorporated in and forms part hereof.

Article 2
arrangement

This Plan of Arrangement is made pursuant to the provisions of the Arrangement Agreement and constitutes an arrangement as referred to in section 288 of the BCBCA.

This Plan of Arrangement and the Arrangement become effective at, and will be binding at and after, the Effective Time on the Company, the Purchaser, the Parent, SpinCo, all Shareholders (including Dissenting Shareholders), all holders of Incentive Securities, all Warrantholders, the registrar and transfer agent of the Company, the Depositary and all other Persons, without any further act or formality required on the part of any Person, except as expressly provided in the BCBCA or this Plan of Arrangement.

As of the moment in time immediately prior to the Effective Time on the Effective Date:

At the Effective Time, each of the transactions and events set out below shall occur and be deemed to occur consecutively in five-minute increments in the following order, unless expressly provided otherwise, without any further authorization, act or formality on the part of any Person, except as expressly provided in the BCBCA or this Plan of Arrangement:

and, in each case, (x) the holder thereof shall (1) cease to be the holder of such Cash-Out Warrant, Cash-Out Option, RSU or DSU, as applicable, (2) cease to have any rights as a holder thereof other than the right to receive the consideration to which such holder is entitled pursuant to this Section 2.4(d), and (3) be removed from the applicable register maintained by or on behalf of the Company, and all option agreements, Warrant Instruments, grants and similar instruments relating thereto will be cancelled, and (y) all such consideration shall be paid or delivered net of any amount required to be withheld pursuant to Section 4.2;

Any transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Notwithstanding any restriction or any other matter in the Arrangement Agreement to the contrary, if, between the date of the Arrangement Agreement and the Effective Time, the Company sets a record date for any dividend or other distribution on the Common Shares that is prior to the Effective Time or pays any dividend or other distribution on the Common Shares prior to the Effective Time, then: (a) to the extent the amount of such dividends or distributions per Common Share (the “Adjustment Amount”) does not exceed the amount of the Cash Consideration, the Cash Consideration shall be reduced by the Adjustment Amount; and (b) to the extent that the Adjustment Amount exceeds the Cash Consideration, such excess amount shall be placed in escrow for the account of the Purchaser or another Person designated by the Purchaser.

All SpinCo Shares to be issued pursuant to this Plan of Arrangement shall be issued in reliance upon the exemption from registration provided by section 3(a)(10) of the United States Securities Act of 1933, as amended.

Article 3
RIGHTS OF DISSENT

Registered holders of Common Shares may exercise rights of dissent with respect to Common Shares (“Dissent Rights”) pursuant to and in the manner set forth in Division 2 of Part 8 of the BCBCA and this Section 3.1 in connection with the Arrangement, as modified by the Interim Order and the Final Order and this Section 3.1; provided that the written notice setting forth the objection to the Arrangement must be received by the Company not later than 4:30 p.m. on the date that is two Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Dissenting Shareholders who duly exercise Dissent Rights shall be deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens (other than the right to be paid fair value for such Common Shares as set out in this Section 3.1), as provided in Section 2.4(a), and if they:

(a)           In no circumstances shall the Purchaser, the Parent, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is (i) the registered holder or beneficial owner of those Common Shares in respect of which such rights are sought to be exercised as of the record date for determining Shareholders entitled to receive notice of and to vote at the Company Meeting, and (ii) the registered holder of such Common Shares as of the deadline for exercising Dissent Rights as contemplated in Section 3.1.

(b)           In addition to any other restrictions under Division 2 of Part 8 of the BCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Incentive Securities; (ii) Warrantholders; and (iii) Shareholders who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares).

Article 4
CERTIFICATES AND PAYMENTS

(a)           Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Common Shares that were transferred pursuant to Section 2.4(i) or Warrants that were transferred pursuant to Section 2.4(d)(i), as the case may be, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, (i) a cheque (or other form of immediately available funds) representing the aggregate Cash Consideration which such holder has the right to receive under this Plan of Arrangement for such Common Shares or Warrants, as applicable, less any amount required to be withheld pursuant to Section 4.2, and (ii) a certificate or direct registration statement representing the aggregate number of SpinCo Shares such holder has the right to receive under this Plan of Arrangement, and any certificate so surrendered shall forthwith be cancelled.

(b)           After the Effective Time and until surrendered for cancellation as contemplated in Section 4.1(a), each certificate formerly representing Common Shares or Warrants, as applicable, shall represent only the right to receive the Consideration which the former holder of such Common Shares or Warrants is entitled to receive pursuant to this Plan of Arrangement, subject to compliance with the requirements set forth in this Article 4.

(c)           On the Effective Date, the Company shall deliver to each former holder of Cash-Out Options, RSUs and DSUs, as reflected on the registers maintained by or on behalf of the Company in respect thereof, (i) a cheque (or other form of immediately available funds, including through the Company’s payroll system where applicable) representing the cash consideration which such holder has the right to receive pursuant to this Plan of Arrangement, and (ii) a certificate or direct registration statement representing the SpinCo Shares such holder has the right to receive pursuant to this Plan of Arrangement, in each case net of any amount required to be withheld pursuant to Section 4.2. Until the holders of Cash-Out Options, RSUs and DSUs receive the consideration to which they are entitled pursuant to this Plan of Arrangement, the Company shall hold, and shall be deemed to hold, such consideration on behalf of and as agent for such holders.

(d)           No holder of Common Shares, Incentive Securities or Warrants shall be entitled to receive any consideration with respect to such securities other than any consideration to which such holder is entitled to receive in accordance with Section 2.4 and this Section 4.1, less any amount required to be withheld pursuant to Section 4.2 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

(a)           The Parent, the Purchaser, the Company, SpinCo and the Depositary, as applicable, shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any consideration or amount otherwise payable or deliverable to any Person under this Plan of Arrangement, including to any Person exercising Dissent Rights, such amounts as the Parent, the Purchaser, the Company, SpinCo or the Depositary, as applicable, are required to deduct and withhold, or reasonably believe to be required to deduct and withhold, under the Tax Act, the Code or any provision of any other applicable Laws in respect of Taxes, including in respect of the value of any SpinCo Shares delivered to such Person. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity.

(b)           Any amount required to be deducted or withheld in respect of the consideration payable or deliverable to any Person under this Plan of Arrangement (including in respect of the SpinCo Shares delivered to such Person) shall first be satisfied from the cash portion, if any, of the consideration otherwise payable to such Person. Only if, and only to the extent that, the amount so required or reasonably believed to be required to be deducted or withheld exceeds the cash portion, if any, of the consideration otherwise payable to such Person, the Parent, the Purchaser, the Company, SpinCo or the Depositary, as applicable, are hereby authorized to retain and sell or otherwise dispose of, on behalf of such Person, or to retain and make arrangements with a broker or other similar third party to sell or otherwise dispose of, on behalf of such Person, such portion of the SpinCo Shares otherwise deliverable to such Person as is necessary to provide sufficient funds to enable the Parent, the Purchaser, the Company, SpinCo or the Depositary, as applicable, to comply with such deduction or withholding requirement. The Parent, the Purchaser, the Company, SpinCo or the Depositary, as applicable, shall notify such Person thereof and remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale, which, for greater certainty, shall be paid and borne by such Person) to the appropriate Governmental Entity and shall remit to such Person any unapplied balance of the net proceeds of such sale. Any such sale will be made at prevailing market prices and none of the Parent, the Purchaser, the Company, SpinCo or the Depositary shall be under any obligation to obtain a particular price for, or to indemnify any Person in respect of a particular price for, the SpinCo Shares so sold.

(a)           In no event shall any fractional SpinCo Shares be issued or delivered under this Plan of Arrangement. Where the aggregate number of SpinCo Shares to be issued or delivered to an Affected Securityholder pursuant to this Plan of Arrangement would result in a fraction of a SpinCo Share being issuable, then the number of SpinCo Shares to be issued or delivered to such Affected Securityholder shall, without any additional compensation, be rounded down to the nearest whole SpinCo Share.

(b)           If the aggregate cash consideration which an Affected Securityholder is entitled to receive pursuant to this Plan of Arrangement would otherwise include a fraction of a cent, then the aggregate cash amount which such Affected Securityholder shall, without any additional compensation, be entitled to receive shall be rounded down to the nearest whole cent.

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were transferred pursuant to Section 2.4(i) shall have been lost, stolen or destroyed, upon the making of an affidavit or statutory declaration of that fact by the Person claiming such certificate to be lost, stolen or destroyed and who was listed immediately prior to the Effective Time as the registered holder thereof on the central securities register in respect of the Common Shares maintained by or on behalf of the Company, the Depositary will issue in exchange for such lost, stolen or destroyed certificate the Consideration that such holder has the right to receive in accordance with Section 2.4 and such holder’s Letter of Transmittal. When authorizing such exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration is to be delivered shall, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to the Company, the Parent, the Purchaser and the Depositary (each acting reasonably) in such sum as the Parent, the Purchaser and the Depositary may direct, or otherwise indemnify the Company, the Parent, the Purchaser and the Depositary in a manner satisfactory to the Company, the Parent, the Purchaser and the Depositary (each acting reasonably) against any claim that may be made against the Company, the Parent, the Purchaser or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

If any instrument or certificate which immediately prior to the Effective Time represented outstanding Common Shares or Warrants that were transferred pursuant to Section 2.4 (or an affidavit of loss and bond or other indemnity pursuant to Section 4.4), together with such other documents or instruments that are required to be delivered by such former Shareholder in order to receive payment for its Common Shares or such former Warrantholder in order to receive payment for its Warrants, as the case may be, are not deposited on or prior to the sixth anniversary of the Effective Date, such instrument and certificate shall cease to represent a claim or interest of any kind or nature against the Company, the Purchaser or the Parent. On such date, the aggregate Consideration to which the former Shareholder or Warrantholder referred to in the preceding sentence was ultimately entitled shall be deemed to have been surrendered for no consideration to the Purchaser and shall be returned to the Purchaser (or any successor) by the Depositary.

All calculations and determinations made by the Parent, the Purchaser, the Company or the Depositary, as applicable, for the purposes of this Plan of Arrangement shall be conclusive, final and binding.

Article 5
AMENDMENTS

(a)           The Parent, the Purchaser and the Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing; (ii) approved by the Parent, the Purchaser and the Company in writing (in each case, acting reasonably); (iii) filed with the Court and, if made following the Company Meeting, approved by the Court; and (iv) communicated to Affected Securityholders in the manner required by the Court (if so required).

(b)           Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Parent, the Purchaser or the Company at any time prior to the Company Meeting (provided that the other Parties shall have consented thereto in writing) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(c)           Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Parent, the Purchaser and the Company (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by Securityholders (as applicable) voting in the manner directed by the Court.

(d)           Any amendment, modification or supplement to this Plan of Arrangement may be made at any time after receipt of the Final Order but prior to the Effective Time, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, the Parent and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Affected Securityholders, and such amendment, modification or supplement need not be filed with the Court or communicated to Affected Securityholders.

(e)           Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Parent or the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Parent or the Purchaser, as the case may be, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Affected Securityholders, and such amendment, modification or supplement need not be filed with the Court or communicated to Affected Securityholders.

Article 6
MISCELLANEOUS

Notwithstanding that the transactions and events set out herein shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out herein. Without limiting the generality of the foregoing, it is expressly provided that the transactions and events set out in Section 2.4 shall be deemed to occur on the Effective Date, notwithstanding that certain procedures, notices or filings related thereto may not be completed until after the Effective Date, provided that none of the transactions and events set out in Section 2.4 shall occur unless all of such transactions and events occur.

From and after the Effective Time:

EXHIBIT A
TO THE PLAN OF ARRANGEMENT

Rights, Privileges, Restrictions and Conditions of the
Class A Shares of the Company

Schedule B
ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

[Remainder of page intentionally left blank.]

Schedule C
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Schedule D
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT

SCHEDULE E
SPINCO CONTRIBUTION AGREEMENT

[See attached]

ROXMORE RESOURCES INC.

and

RoxOn Resources Inc.

CONTRIBUTION AND TRANSFER AGREEMENT

Dated as of [●]

TABLE OF CONTENTS

Page

CONTRIBUTION AND TRANSFER AGREEMENT

THIS AGREEMENT entered into on [●] day of [●], 2026 between ROXMORE RESOURCES INC., a corporation incorporated under the laws of the Province of British Columbia (the “Transferor”), and RoxOn Resources Inc., a corporation incorporated under the laws of the Province of Ontario (the “Transferee”).

WHEREAS the Transferor, SSR (as defined herein) and Acquireco (as defined herein) have entered into the Arrangement Agreement (as defined herein), pursuant to which Acquireco has agreed to acquire all of the issued and outstanding Transferor Shares (as defined herein) pursuant to the Arrangement (as defined herein) under section 288 of the BCBCA (as defined herein);

AND WHEREAS pursuant to the Arrangement Agreement, prior to the Effective Time (as defined herein), the Transferor completed the SpinCo Reorganization (as defined herein), pursuant to which the following transactions, among others, have occurred:

AND WHEREAS, following the completion of the SpinCo Reorganization and in accordance with section 4.3 of the Arrangement Agreement, the Transferor wishes to transfer to the Transferee, and the Transferee wishes to acquire from the Transferor, the Transferred Assets, being the Subsidiary Shares and the Cash Contribution, in consideration for the issuance by the Transferee to the Transferor of the Consideration Shares and the assumption by the Transferee of the Transferee Liabilities, on the terms and subject to the conditions set forth in this Agreement;

AND WHEREAS, pursuant to the Plan of Arrangement, following the Effective Time (a) each Transferor Share (other than Transferor Shares then held by AcquireCo) will be exchanged for one Class A Share and the SpinCo Share Consideration pursuant to section 86 of the Tax Act, such that the former holders of Transferor Shares will, in the aggregate, hold 85.01% of the issued and outstanding Transferee Shares and the Transferor will continue to hold the Retained Transferee Shares, being 14.99% of the issued and outstanding Transferee Shares, and (b) AcquireCo will acquire all of the issued and outstanding Class A Shares;

AND WHEREAS in connection with the implementation of the Arrangement, the Parties wish to provide for the transfer of the Transferred Assets to the Transferee, the issuance by the Transferee of the Consideration Shares and the assumption by the Transferee of the Transferee Liabilities on the terms and conditions set forth in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Transferor and the Transferee, the Parties hereby agree as follows:

Article 1
DEFINITIONS AND PRINCIPLES OF INTERPRETATION

“Affiliate” has the meaning assigned to such term under the BCBCA;

“Acquireco” means 1611454 B.C. Unlimited Liability Company, an unlimited liability company incorporated under the laws of British Columbia;

“Agreement” means this contribution and transfer agreement, including any schedules hereto, and all amendments hereto or restatements hereto as permitted;

“Arrangement Agreement” means the arrangement agreement, including all schedules annexed thereto, made between the Transferor, SSR and Acquireco dated October 13, 2026, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

“Arrangement” means the arrangement of the Transferor under the provisions of section 288 of the BCBCA on the terms and conditions set forth in the Plan of Arrangement, subject to any amendment or supplement thereto made in accordance with the Arrangement Agreement or the Plan of Arrangement or at the direction of the Court in the Final Order;

“BCBCA” means the Business Corporations Act (British Columbia) and the regulations made thereunder;

“Business Day” means a day other than a Saturday or a Sunday, or any other day on which commercial banking institutions in Vancouver, British Columbia or Toronto, Ontario are authorized or required by applicable law to be closed;

“Cash Contribution” means cash in the amount of $[●];¹

“Class A Shares” has the meaning assigned to such term in the Plan of Arrangement;

“Consideration Shares” has the meaning assigned to such term in Section 2.2(b);

“Court” means the Supreme Court of British Columbia;

“Effective Date” means the date on which the Plan of Arrangement becomes effective;

“Effective Time” has the meaning assigned to such term in Section 1.4;

“Final Order” means the final order of the Court approving the Arrangement, as such order may be amended by the Court with the consent of the Transferor and SSR at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

¹ To be equal to the Canadian dollar equivalent of US$10M converted using the daily average exchange rate for USD published by the Bank of Canada for the Business Day immediately preceding the Effective Date.

“Governmental Entity” has means (a) any international, multinational, national, federal, provincial, state, regional, county, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (b) any subdivision or authority of any of the above, (c) any quasi-governmental or private body exercising any statutory, regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (d) any stock exchange;

“Initial Transferee Share” means the one Transferee Share issued to the Transferor on the incorporation of the Transferee;

“Liability” means any liability, indebtedness or obligation of any kind, whether accrued, contingent or otherwise;

“Losses” in respect of any matter, means all claims, demands, proceedings, losses, damages, Taxes, Liabilities, deficiencies, costs, expenses and judgments (including all interest, penalties, amounts paid in settlement and reasonable out-of-pocket legal and other professional fees and disbursements, but excluding loss of profit and special or consequential damages) arising directly or indirectly as a consequence of such matter, less in all cases any insurance proceeds and Tax benefits actually received or realized in respect thereof;

“Mandatory Disclosure Rules” has the meaning assigned to such term in Section 3.6.

“Newton Assets” means all of the right, title and interest of the Transferor, immediately prior to the completion of the SpinCo Reorganization, in and to the Newton Project, including (a) the Newton Mineral Tenures, (b) all permits, licences, authorizations and approvals issued by any Governmental Entity in respect of the Newton Project, (c) the Newton Contracts, (d) all surface rights, access rights and other real property interests relating to the Newton Project, (e) all equipment, supplies and other tangible personal property located at or used exclusively in connection with the Newton Project, and (f) all exploration, geological, geophysical, drilling, assay, engineering, environmental and other data, samples, reports, records and information relating to the Newton Project, including all maps;

“Newton Contracts” means all contracts, agreements, options, leases, purchase agreements, royalty agreements, earn-in agreements, surface access and exploration agreements, and other instruments to which the Transferor is a party or by which it is bound that relate exclusively or primarily to the Newton Project, including those set out in Schedule “B”;

“Newton Liabilities” means all Liabilities of the Transferor arising out of the ownership or operation of, or otherwise relating to, the Newton Project or the Newton Assets, including all Liabilities under the Newton Contracts, whether incurred or arising before or after the completion of the SpinCo Reorganization;

“Newton Mineral Tenures” means all mineral claims, mineral tenures and other mineral interests comprising the Newton Project;

“Newton Project” means the mineral exploration project known as the Newton Project located near Williams Lake, British Columbia, as described in the Company Filings (as defined in the Arrangement Agreement);

“NewtonCo” has the meaning assigned to such term in the recitals hereto;

“OBCA” means the Business Corporations Act (Ontario) and the regulations made thereunder;

“Parties” means, together, the Transferor and the Transferee, and “Party” means any one of them;

“Person” includes any individual, sole proprietorship, corporation, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, joint stock company, incorporated or unincorporated association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status;

“PGV Patriot” means PGV Patriot Gold Vault Ltd., a company incorporated under the BCBCA and a wholly-owned subsidiary of the Transferor;

“PGV US” means PGV U.S. Corp., a corporation incorporated under the laws of the State of Nevada and a wholly-owned subsidiary of PGV Patriot;

“Plan of Arrangement” has the meaning assigned to such term in the Arrangement Agreement;

“Post-Closing Tax Period” means any a taxation period commencing on or after the completion of the step set forth in section 2.4(l) of the Plan of Arrangement;

“Pre-Closing Taxes” means, without duplication, (a) any Taxes of the Transferor, any Affiliate of Transferor (excluding any SpinCo Subsidiary) or any SpinCo Subsidiary arising as a result of, or in connection with, the completion of the SpinCo Reorganization, the transactions contemplated by this Agreement or the steps of the Plan of Arrangement that in each case directly relate to the Transferee or the Transferee Shares (including, for greater certainty, any Taxes arising from the disposition by the Transferor of the SpinCo Share Consideration pursuant to the Plan of Arrangement); and (b) any Taxes of the Transferor attributable to the ownership or operation of the Transferred Assets, the SpinCo Subsidiaries or the SpinCo Properties for any Pre-Closing Tax Period; but excluding, for greater certainty, any Taxes of the Transferor attributable to the Specified Assets or to any period beginning on or after the Effective Date;²

“Pre-Closing Tax Period” means any taxation period, or the portion of any Straddle Period, ending before the completion of the step set forth in section 2.4(l) of the Plan of Arrangement;

“Purchase Price” has the meaning assigned to such term in Section 2.2(a);

“Retained Transferee Shares” means the Transferee Shares held by the Transferor immediately following the completion of the Arrangement, representing 14.99% of the issued and outstanding Transferee Shares at such time;

“Specified Assets” means all of the rights, privileges, authorizations, properties and assets of the Transferor and its subsidiaries other than the Transferred Assets and the assets that are the subject of the SpinCo Reorganization, including the Newton Assets;

“SpinCo Properties” means the Newton Project, the Rattlesnake Hills Project located in Natrona County, Wyoming, and the Shabu River Property located near Red Lake, Ontario, each as described in the Company Filings;

“SpinCo Reorganization” means the transactions described in the second recital to this Agreement, being the “SpinCo Reorganization” as defined in the Arrangement Agreement;

“SpinCo Share Consideration” has the meaning assigned to such term in the Arrangement Agreement;

² Parties agree that intention of clause is to reflect, across all relevant agreements, indemnification of Transferor for SpinCo Reorganization generated tax liabilities and NewtonCo transfer tax liabilities. To be reflected in finalized agreement.

“SpinCo Subsidiaries” means, collectively, NewtonCo, Taura, PGV Patriot and PGV US, and “SpinCo Subsidiary” means any one of them;

“SSR” means SSR Mining Inc., a company incorporated under the laws of British Columbia;

“Straddle Period” means any taxation period of the Transferor, any Affiliate of Transferor (excluding any SpinCo Subsidiary), the Transferee and each SpinCo Subsidiary that begins on or before the Effective Date and ends after the time of completion of the step set forth in section 2.4(l) of the Plan of Arrangement;

“Subsidiary Shares” means all of the issued and outstanding shares in the capital of each of NewtonCo, Taura and PGV Patriot, all of which are registered in the name of, and beneficially owned by, the Transferor;

“Surviving Company” means any corporation or other entity continuing following the amalgamation, merger, consolidation or winding up of the Transferor with or into one or more other entities (pursuant to a statutory procedure or otherwise) and any corporation or other entity continuing following the amalgamation, merger, consolidation or winding up of any such company with or into one or more other entities;

“Taura” means Taura Gold Inc., a company incorporated under the BCBCA and a wholly-owned subsidiary of the Transferor;

“Tax Act” means the Income Tax Act (Canada), as amended;

“Tax Return” means any and all returns, reports, declarations, elections, notices, forms, claims for refund, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes, including any schedule, attachment, supplement, appendix, or exhibit thereto, and including any amendment thereof.

“Taxes” has the meaning assigned to such term in the Arrangement Agreement.

“Transfer Taxes” means the goods and services tax and harmonized sales tax payable under Part IX of the Excise Tax Act (Canada), value added tax, sales tax, use tax, retail sales tax, land transfer tax or any other similar tax imposed by any applicable Governmental Entity;

“Transferee” has the meaning assigned to such term on the first page of this Agreement, and includes its successors and assigns;

“Transferee Books and Records” means all corporate records, minute books, share registers, books of account, accounting records, Tax records and other books, records, files and data (in all formats) of or relating to the SpinCo Subsidiaries, the SpinCo Properties or the Transferred Assets that are in the possession or control of the Transferor, all exploration, geological, geophysical, drilling, assay, engineering, environmental and other data, samples, reports, records and information relating to the SpinCo Properties, including all maps;

“Transferee Liabilities” means all Liabilities of the Transferor arising out of the ownership or operation of, or otherwise relating to, the Transferred Assets, the SpinCo Subsidiaries or the SpinCo Properties, including the Newton Liabilities (to the extent not assumed by NewtonCo pursuant to the SpinCo Reorganization), whether incurred or arising before or after the Effective Date;

“Transferee Shares” means common shares in the capital of the Transferee;

“Transferor” has the meaning assigned to such term on the first page of this Agreement, and includes its successors and permitted assigns;

“Transferor Claim” has the meaning assigned to such term in Section 6.2(b);

“Transferor Indemnified Parties” means the Transferor, SSR, Acquireco, their respective Affiliates and the respective directors, officers, employees and agents of the foregoing, and the respective predecessors, successors, assigns, executors, trustees, heirs and personal representatives of any of the foregoing;

“Transferor Indemnity Notice” has the meaning assigned to such term in Section 6.2(b);

“Transferor Liabilities” means all Liabilities of the Transferor other than the Transferee Liabilities;

“Transferor Shares” means common shares in the capital of the Transferor; and

“Transferred Assets” means, collectively, the Subsidiary Shares and the Cash Contribution, as set out in Schedule “A”.

In this Agreement: