SSR MINING INC

The Company analyzed its liquidity position subsequent to the Çöpler Incident, taking into consideration its available cash and cash equivalents; expected revenues and operating and capital expenditures for the Company’s other three mines; and estimates of remediation related costs, care and maintenance expenditures at Çöpler over the next twelve months. As of December 31, 2023, the Company had $492.4 million of cash and cash equivalents, and the Company has no borrowings outstanding on the Second Amended Credit Agreement at this time. Each of the Company’s three other mines operate independently and are not dependent on cash flows or operational synergies associated with Çöpler. Containment and remediation efforts are ongoing, which are being directed by the Turkish government and supported by the Company, with an initial focus on removing heap leach material from the Sabırlı Valley and relocating it to a permanent storage location. Based on this analysis, the Company believes that its current liquidity position is sufficient to sustain the operational needs for the Company’s three other mines, as well as satisfy remediation related costs, monitoring and care and maintenance efforts at Çöpler, for the next twelve months, at a minimum. As part of this analysis the Company was not able to estimate the impact of any of the potential legal and regulatory obligations and associated fines and penalties that may arise, the extent of third-party liability, the availability and extent of property and liability insurance and the impact of other contractual obligations. While the Company does not currently expect or plan to borrow under its Second Amended Credit Agreement in connection with remediation efforts or otherwise for at least the next twelve months, if remediation and other costs exceed the Company’s estimates or if other events unrelated to the Çöpler Incident require capital, the Company may require additional sources of funding. In such instances, the Company may elect to borrow under the Second Amended Credit Agreement or seek alternate sources of capital. All debts, liabilities and obligations under the Second Amended Credit Agreement are guaranteed by the Company’s material subsidiaries and secured by certain of the Company’s assets and material subsidiaries and pledges of the securities of the Company’s material subsidiaries, but does not include the Çöpler assets and subsidiaries and other Alacer entities.

To borrow under the Second Amended Credit Agreement, the Company will be required to satisfy certain financial ratios related to interest coverage and net leverage and make certain representations and warranties on a quarterly basis, including assessing financial ratios over a twelve-month period. Subject to the timing of any borrowings we may make under the Second Amended Credit Agreement, if any, we may be required to seek an amendment from the lenders to permit borrowings if we cannot meet the financial ratios or other requirements due to lower cash flows resulting from the Çöpler Incident. See Part 1. Business and Part 1A. Risk Factors for more information related to the impact on the Company’s cash flows, liquidity and ability to access sources of capital and for a discussion of the risks and uncertainties that may change the Company’s cash and capital resources needs over the next 12 months. The impact of these risks and uncertainties may be material.

The Company manages its liquidity risk through planning, budgeting and forecasting process, which is reviewed and updated on a regular basis, to help determine the funding requirements to support its current operations, expansion and development plans, and by managing its capital structure.

Cash and Cash Equivalents

At December 31, 2023, the Company had $492.4 million of cash and cash equivalents, a decrease of $163.1 million from December 31, 2022, mainly due to cash used for the Company’s investing and financing activities, including cash expenditures for acquisitions, partially offset by cash flows generated by the Company’s operations. Refer to the Cash Flows section below for additional detail of the Company’s cash flow activities. The Company held $444.9 million of its cash and cash equivalents balance in USD. Additionally, the Company held cash and cash equivalents of $28.7 million, $11.1 million and $7.3 million in ARS, CAD and TRY, respectively.

The Company maintains cash balances at banking institutions in various jurisdictions which may or may not have deposit insurance. The Company mitigates potential cash risk by maintaining bank accounts with credit-worthy financial institutions. All cash is invested in short-term investments or high interest savings accounts in accordance with the Company’s investment policy with maturities of 90 days or less, providing the Company with sufficient liquidity to meet its foreseeable capital needs.

Debt

Term Loan

On September 22, 2023, the Company terminated the Term Loan upon full repayment of the outstanding balance. In connection with the repayment of the Term Loan, the restrictions on certain cash accounts totaling $33.4 million were released.

Credit Agreement

On August 15, 2023, the Company entered into a further amendment for its revolving credit facility to the Amended Credit Agreement (the “Second Amended Credit Agreement”) with the Bank of Nova Scotia, as administrative agent, and along with Canadian Imperial Bank of Commerce, as co-lead arrangers and joint bookrunners, the lenders party thereto and certain subsidiary guarantors named therein. The amendment, among other things, (i) extends the maturity to August 15, 2027, (ii) increases the credit agreement to $400.0 million with a $100.0 million accordion feature and (iii) modifies the reference rate from LIBOR to an adjusted SOFR plus applicable margin varying based on the Company’s consolidated leverage ratio and amounts drawn on the credit facility ranging from 2.00% to 2.75%.

For further information, see Note 20 to the Consolidated Financial Statements.

Cash Dividends

During the year ended December 31, 2023, the Company declared and paid cash dividends of $0.28 per common share in the aggregate amount of $57.7 million.

During the year ended December 31, 2022, the Company declared and paid cash dividends of $0.28 per common share in the aggregate amount of $58.8 million.

Following the Çöpler Incident, the Board of the Directors of the Company has suspended its dividend. The Company does not know at this time when it may resume dividends.

Share Repurchase Plan / NCIB

During the year ended December 31, 2023, the Company repurchased and cancelled common shares of 3,966,855 for $56.3 million, respectively, at a weighted average price paid per common share of $14.20.

The Board of Directors authorized a new NCIB (the “2023 NCIB”) on June 16, 2023, to repurchase up to an aggregate of 10,200,000 common shares on the Nasdaq, the TSX and/or other exchanges and alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules. On November 27, 2023, in connection with the 2023 NCIB, the Company entered into an automatic share purchase plan with its broker to allow for the repurchase of shares at times when the Company ordinarily would not be active in the market due to regulatory restrictions and customary self-imposed blackout periods.

On June 19, 2023, the Normal Course Issuer Bid established as of June 20, 2022 (the “2022 NCIB”), expired. Under the 2022 NCIB, the Company authorized the purchase of up to 10,600,000 common shares. The Company purchased and cancelled 9,080,119 common shares via open market purchases through the facilities of the TSX and the Nasdaq at a weighted average price paid per common share of $16.01 and a total repurchase value of $145.3 million.

Following the Çöpler Incident, the Company has delivered notice to its designated broker to terminate its automatic share purchase plan effective March 1, 2024 and the Company has ceased all share repurchases under its normal course issuer bids approved by the Toronto Stock Exchange. The Company does not know at this time when it may resume share repurchases.

The Company’s working capital as of December 31, 2023, together with future cash flows from operations, are expected to be sufficient to fund planned activities and commitments.

Cash Flows

The following table summarizes the Company’s cash flow activity for the years ended December 31:

Cash provided by operating activities

For the year ended December 31, 2023, cash provided by operating activities was $421.7 million compared to $160.9 million for the year ended December 31, 2022. The increase in cash provided by operating activities is mainly due to a 7.6% higher average realized gold price in 2023 as compared to 2022, an increase in sales in 2023 at Marigold, Puna and Çöpler, partially offset by lower sales at Seabee.

Cash (used in) provided by investing activities

For the year ended December 31, 2023, cash used in investing activities was $339.3 million compared to $236.3 million for the year ended December 31, 2022. The increase in cash used in investing activities is mainly due to increased capital expenditures of $85.9 million for the purchase of haul trucks and leach pad processing facility improvements at Marigold and the expansion of the tailings storage facility at Çöpler. This was partially offset by lower acquisition expenditures in 2023 as compared to 2022.

Cash (used in) provided by financing activities

For the year ended December 31, 2023, cash used in financing activities was $182.3 million compared to $271.8 million for the year ended December 31, 2022. The decrease of $89.5 million of cash used in financing activities was primarily due to fewer share repurchases and cancellation of common shares of $43.7 million and lower non-controlling interest dividends paid of $34.5 million as compared to 2022.

Contractual Obligations

The Company enters into contracts in the normal course of business that give rise to commitments for future minimum payments. The following table summarizes the contractual obligations of the Company’s financial liabilities, operating and capital commitments:

(1)Refer to Note 20 to the Consolidated Financial Statements for further details related to timing of debt payments.

(2)Refer to Note 18 to the Consolidated Financial Statements for further details related to timing of lease payments.

(3)Reclamation payments are expected to be incurred from 2024 through 2073. Refer to Note 6 to the Consolidated Financial Statements for further details related to reclamation liabilities.