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SSR MINING INC

For the period ended Dec 31, 2023. Filed Feb 27, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 27, 2024

SSRM$28.38+1.6%Stored close · as of Nov 6, 2026
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Contents

Note

  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies used in the preparation of these consolidated financial statements are as follows:

Risks and uncertainties

As a mining company, the revenue, profitability and future rate of growth of the Company are substantially dependent on the prevailing prices for gold, silver, lead and zinc. The prices of these metals are volatile and affected by many factors beyond the Company’s control, and there can be no assurance that commodity prices will not be subject to wide fluctuations in the future. A substantial or extended decline in commodity prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows, access to capital and the quantities of reserves that the Company can economically produce. The carrying value of the Company’s Mineral properties, plant and equipment; Inventories;Deferred income tax assets and Goodwill are sensitive to the outlook for commodity prices. A decline in the Company’s price outlook could result in material impairment charges related to these assets. In addition, 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. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.

The Company's business may be impacted by adverse macroeconomic and geopolitical conditions. These conditions include inflation, interest rate and foreign currency fluctuations and slowdown of economic activity around the world. The Company maintains its cash and cash equivalents primarily in USD. Any fluctuation in the exchange rate of the TRY, CAD, ARS, or the currency of any other country in which the Company operates, against the USD will result in a loss on the Company’s books to the extent the Company holds funds or net monetary or non-monetary assets denominated in those currencies, and any fluctuations of currency prices generally may result in volatility. Certain of the Company's operations are located in countries that have in the past and are currently experiencing high rates of inflation. It is possible that in the future, high inflation in the countries in which we operate may result in an increase in operational costs in local currencies (without a concurrent devaluation of the local currency of operations against the dollar or an increase in the dollar price of gold, silver, copper, zinc or lead). Maintaining operating costs in currencies subject to significant inflation could expose us to risks relating to devaluation and high domestic inflation.

Use of estimates

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the Company's Consolidated Financial Statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management’s estimates and assumptions relate to mineral reserves that are the basis for future cash flow estimates utilized in impairment calculations and units-of-production depreciation; reclamation liabilities; valuation of assets acquired and liabilities assumed in business combinations, asset acquisitions or on the initial consolidation of variable interest entities (“VIEs”); estimates of fair value for certain reporting units and asset impairments (including impairments of long-lived assets and goodwill); estimates of recoverable metal in stockpiled ore and leach pad inventories; estimates of the net realizable value of inventory; and estimates of deferred tax assets and liabilities. The Company has based its estimates on historical experience and various other assumptions that it believes to be reasonable. Accordingly, actual results may differ materially from these estimates under different assumptions or conditions. Changes in facts and circumstances may alter such estimates and affect the results of operations and financial position in future periods.

Principles of consolidation

These consolidated financial statements include the accounts of SSR Mining Inc., its wholly owned subsidiaries, and VIEs in which it is the primary beneficiary. Intercompany assets, liabilities, equity, income, expenses, and cash flows between SSR Mining Inc. and its subsidiaries have been eliminated on consolidation. Investments in joint ventures in which the Company has significant influence and VIEs where the Company is not the primary beneficiary are accounted for under the equity method of accounting.

Operating segments

The Company hasfour reportable segments for financial reporting purposes: Çöpler, Marigold, Seabee, and Puna. Çöpler, Marigold, Seabee and Puna segments represent the Company'sfour operating mine sites. The exploration, evaluation and development properties are managed by the nearest or adjacent reportable segment except for greenfield standalone prospects, which are included in Corporate and other in Note 4.

Business combinations

The Company recognizes and measures the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date, while transaction and integration costs are expensed as incurred. Any excess of the purchase consideration when compared to the fair value of the net tangible and intangible assets acquired, if any, is recorded as goodwill. For material acquisitions, the Company engages third-party valuation specialists to assist with the determination of the fair value of assets acquired, liabilities assumed, non-controlling interest, if any, and goodwill, based on recognized business valuation methodologies. An income, market or cost valuation method may be utilized to estimate the fair value of the assets acquired, liabilities assumed, and non-controlling interest, if any, in a business combination. If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded. Subsequent to the acquisition date, and not later than one year from the acquisition date, the Company will record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition. Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period the adjustment arises.

Foreign currency transactions

The functional and reporting currency of SSR Mining Inc. and each of its subsidiaries is the USD. Accordingly, foreign currency transactions and balances of the Company’s subsidiaries are remeasured as follows: (i) monetary assets and liabilities denominated in currencies other than USD (“foreign currencies”) are remeasured into USD at the exchange rates prevailing at the balance sheet date; and (ii) non-monetary assets denominated in foreign currencies and measured at other than fair value are remeasured using the rates of exchange at the transaction date.

Foreign exchange gains and losses are recognized in Foreign exchange gain (loss) in the Consolidated Statements of Operations. Unrealized foreign exchange gains and losses on cash and cash equivalent balances denominated in foreign currencies are disclosed separately in the Consolidated Statements of Cash Flows.

Cash and cash equivalents

Cash and cash equivalents include cash on hand and held at banks and short-term investments with an original maturity of three months or less, which are readily convertible into a known amount of cash. Restricted cash is presented separately in Restricted cash in the Consolidated Balance Sheets.

Inventories

Stockpiled ore, leach pad inventory, work-in-process inventory, and finished goods are valued at the lower of average cost or net realizable value (“NRV”). NRV is calculated using the estimated price at the time of sale based on prevailing and forecasted metal prices, less estimated future costs to convert the inventory into saleable form, depreciation, and all associated selling costs. Any write-downs of inventory to NRV are recognized within Cost of sales and Depreciation, depletion, and amortization in the Consolidated Statements of Operations.

Stockpiled ore represents ore that has been extracted from the mine and is available for further processing. The cost of stockpiled ore is derived from the current mining costs incurred up to the point of stockpiling the ore and is removed at the weighted average cost as ore is processed. Quantities of stockpiled ore are verified by periodic surveys. Stockpiled ore that is not expected to be processed within the next twelve months is classified as non-current.

Leach pad inventory represents ore that has been mined and placed on leach pads where a solution is applied to the surface of the heap to dissolve the gold and by-products. The resulting solution is further processed in a plant to recover the gold. The cost of leach pad inventory is derived from current mining and leaching costs and is removed at the weighted average cost per recoverable ounce of gold on the leach pads as ounces of gold are recovered. Estimates of recoverable gold in the leach pads are calculated based on the quantities of ore placed on the leach pads (measured tonnes added to the leach pads), the grade of ore placed on the leach pads (based on assay data), and an estimated recovery percentage (based on estimated recovery assumptions from the block model). The nature of the leaching process inherently limits the ability to precisely monitor inventory levels. As a result, estimates are refined based on actual results and engineering studies over time. The final recovery of gold from leach pads will not be known until the leaching process is concluded at the end of the mine life. Ore on leach pads that is not expected to be recovered within the next twelve months is classified as non-current.

Work-in-process inventory represents material that is currently in the process of being converted to a saleable product, whether being processed in a mill or following recovery from a leach pad. Work-in-process inventory is determined based on assays of the material fed into the process and the projected recoveries of the respective processing plants. Work-in-process inventory is valued at the lower of average cost of the material fed into the process plus the in-process conversion costs, including applicable depreciation relating to the process facilities, or NRV.

Finished goods inventory includes metal concentrates at site and in transit, doré at a site or a refinery, or gold bullion and are valued at the lower of the average cost of the respective in-process inventories incurred prior to the refining process, plus applicable refining costs, or NRV. Costs are transferred from finished goods inventory and recorded as Cost of salesand Depreciation, depletion and amortization in the Consolidated Statements of Operations upon sale.

Materials and supplies inventories are measured at the lower of average cost or NRV. A regular review is undertaken to determine the extent of any reserve for obsolescence.

Mineral properties, plant and equipment

Mineral properties

Mineral properties are capitalized at fair value at the acquisition date. Mineral properties may include mineral reserves, mineral resources and exploration potential. Mineral reserves represent the estimate of ore that can be economically and legally extracted from the Company's mining properties. Production stage mineral properties are operating properties that contain proven and probable reserves and are amortized using the units-of-production method based on the estimated recoverable ounces or pounds in proven and probable reserves. Development stage mineral properties are those under development that contain proven and probable reserves. Exploration stage mineral properties are those that potentially contain mineral resources, consisting of (i) areas adjacent to existing mineral resources and mineralization located within the immediate mine area; (ii) areas outside of immediate mine areas that are not part of mineral resources; and (iii) greenfield exploration potential that is not associated with any other production, development, or exploration stage property. Mineral properties in the development and exploration stage are not amortized until the property is converted to the production stage. Mineral exploration costs, including costs associated with prospecting, sampling, mapping, diamond drilling and other work involved in searching for mineral resources are charged to Exploration, evaluation and reclamation costs as incurred.

Mine development

Mine development costs include engineering and metallurgical studies, drilling and other related costs to delineate an ore body, the removal of overburden to initially expose an ore body at open pit surface mines and the building of access ways, shafts, lateral access, drifts, ramps and other infrastructure at underground mines. Capitalization of mine development project costs that meet the definition of an asset begins once mineralization is classified as proven and probable reserves.

Drilling and related costs are capitalized for an ore body where proven and probable reserves exist, and the activities are directed at obtaining additional information about the ore body or converting measured, indicated, and inferred resources to proven and probable reserves. All other drilling and related costs are expensed as incurred. Drilling costs incurred during the production phase for operational ore control are allocated to inventory costs and then included as a component of Cost of sales.

The cost of removing overburden and waste materials to access the ore body at an open pit mine prior to the production phase are referred to as “pre-stripping costs.” Pre-stripping costs are capitalized during the development of an open pit mine. Where multiple open pits exist at a mining complex utilizing common processing facilities, pre-stripping costs are capitalized for each pit. The removal, production, and sale of de minimis saleable materials may occur during the development phase of an open pit mine and are assigned incremental mining costs related to the removal of that material.

The production phase of an open pit mine commences when saleable minerals, beyond a de minimis amount, are produced. Stripping costs incurred during the production phase of a mine are variable cost of sales that are included as a component of inventory to be recognized in Cost of sales in the same period as the revenue from the sale of inventory.

Mine development costs are amortized using the units-of-production method based on estimated recoverable ounces or pounds in proven and probable reserves. To the extent that these costs benefit an entire ore body, they are amortized over the estimated life of the ore body. Costs incurred to access specific ore blocks or areas that only provide benefit over the life of that area are amortized over the estimated life of that specific ore block or area.

Plant and equipment

Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. Facilities and equipment acquired as part of a finance lease are capitalized and recorded as right-of-use (“ROU”) assets based on the contractual lease terms. The carrying amounts of plant and equipment are depreciated to their estimated residual value over the estimated useful lives of the specific assets or the estimated life-of-mine (“LOM”), if shorter. Depreciation starts on the date when the asset is available for its intended use. Construction in process assets are not depreciated until available for their intended use. The major categories of plant and equipment are depreciated on a straight-line basis using the estimated lives indicated below:

Vehicles5 years - 7 years
Mining equipment3 years - LOM
Mobile equipment components2 years - 7 years
BuildingsLOM
Mine plant equipmentLOM
Underground infrastructureLOM
ROU assets - plant and equipment (1)10 years - LOM

(1)For ROU assets, the depreciation period indicated above represents the period from lease commencement date to the earlier of the end of the useful life of the underlying asset or the end of the lease term.

Impairment of long-lived assets

The Company assesses the carrying value of its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts of such assets may not be recoverable. Events or circumstances that could indicate that the carrying value of an asset or asset group may not be recoverable include, but are not limited to, significant adverse changes in the business climate including changes in future metal prices, significant changes to the extent or manner in which the asset is being used or its physical condition including significant decreases in production or mineral reserves, and significant decreases in the market price of the assets. In evaluating long-lived assets for recoverability, estimates of pre-tax undiscounted future cash flows of the Company's mines are used. An impairment is considered to exist if total estimated undiscounted future cash flows are less than the carrying amount of the asset. Once it is determined that an impairment exists, an impairment loss is recognized based on the difference between the estimated fair value of the long-lived assets and their carrying amounts. Fair value is typically determined through the use of an income approach utilizing estimates of discounted future cash flows or a market approach utilizing recent transaction activity for comparable properties. Future cash flows are derived from current business plans which are developed using short and long-term metal price assumptions; estimates of costs; and resource, reserve and exploration potential estimates, including timing and costs to develop and produce the material and are considered Level 3 fair value measurements. The Company believes its estimates and models used to determine fair value are similar to what a market participant would use.

Goodwill

Under the acquisition method of accounting for business combinations, the identifiable assets acquired and liabilities assumed are recognized at their estimated fair value as of the date of acquisition. The excess of the fair value of consideration paid over the fair value of the identifiable net assets acquired is recognized as Goodwill and allocated to the reporting units.

Goodwill is allocated to reporting units and assessed for impairment annually as of December 31 or when events or circumstances indicate that the carrying value of a reporting unit exceeds its fair value. In testing for goodwill impairment, the Company may elect to perform a qualitative assessment to determine whether the existence of events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company does not elect to perform a qualitative assessment or it is determined that it is more likely than not that the fair value is less than the carrying value, then a quantitative goodwill impairment test is performed by determining the fair value of the reporting unit. The fair value of a reporting unit is determined using either the income approach by utilizing estimates of discounted future cash flows or the market approach utilizing recent transaction activity for comparable properties. These approaches are considered Level 3 fair value measurements. If the carrying amount of a reporting unit exceeds the fair value, an impairment loss is recognized in the current period in an amount equal to the excess.

Stock-based compensation

The Company determines the fair value on the grant date for stock-based compensation awards and expenses the awards in the Consolidated Statements of Operations over the vesting period on a straight-line basis. Based on the terms of the award, and the Company’s intent and past practice for settlement in cash or shares, the awards are classified as liabilities or equity. The Company recognizes forfeitures as they occur.

Cash-settled stock-based compensation arrangements; including Deferred Share Units (“DSUs”), DSU Replacement Units, and Performance Stock Units (“PSUs”) are remeasured at fair value at the end of each reporting period and at the date of settlement, with any changes in fair value recognized in profit or loss for the period.

For equity-settled stock options, the fair value at the grant date is estimated using the Black-Scholes option pricing model. For Restricted Share Units (“RSUs”), the fair value at the grant date is estimated based on the quoted market price of the Company’s common stock.

Income taxes

The income and mining tax expense for the period is comprised of current tax expense and deferred tax expense, and is recognized in the Consolidated Statements of Operations.

Current income tax

Current tax for each of the Company's taxable entities is based on the local taxable profit for the period at the local statutory tax rates enacted at the date of the Consolidated Balance Sheets as well as the available double tax treaty rates as ratified. Management periodically evaluates positions taken in tax returns in situations in which applicable tax regulation is subject to interpretation. The Company establishes provisions where appropriate on the basis of amounts expected to be paid to tax authorities. Any uncertain tax positions must meet a more-likely-than-not realization threshold to be recognized and any potential accrued interest and penalties related to unrecognized tax benefits are recognized within Income and mining tax benefit (expense).

Deferred tax

Deferred income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are determined by applying the enacted statutory tax rates in effect at the end of a reporting period to the cumulative temporary differences between the tax bases of assets and liabilities and their reported amounts in the Company’s consolidated financial statements. Deferred income tax assets are recognized for all deductible temporary differences to the extent that it is more likely than not that taxable profits will be available to be utilized against those deductible temporary differences. A valuation allowance for deferred tax assets is established when it is more likely than not that some portion of the benefit from deferred tax assets will not be realized. The extent to which deductible temporary differences, unused tax losses and other income tax deductions are expected to be realized are reassessed at the end of each reporting period. The effect on deferred taxes of a change in tax rates is recognized in income during the period that the enactment is effective.

Deferred tax assets are recognized for investment incentive tax credits in Türkiye in the period earned as expenditures that are more likely than not to be accepted as eligible spend occur and it is more likely than not that taxable profits will be available to be utilized against those credits, which can be applied to current and future year income tax payments. The Company accounts for the investment incentive tax credit in Türkiye using the flow-through method. Under this method, the investment incentive tax credit is treated as a reduction of income taxes in the year in which the credit arises. Deferred income tax liabilities are not recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, unless it becomes apparent that the excess book over tax basis difference is expected to reverse in the foreseeable future. Accordingly, deferred income tax assets and liabilities are recognized for future withholding taxes payable where it has been determined that the amount would reasonably be payable in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset the current tax assets against the current tax liabilities, when they relate to income taxes levied by the same taxation authority, and the Company intends to settle its current tax assets and liabilities on a net basis.

Mining taxes and other tax arrangements

Mining taxes or royalties and other arrangements are treated as taxation arrangements when they have the characteristics of an income tax. This is the case when they are imposed under government authority and the amount payable is calculated by reference to an income measure. Obligations arising from royalty arrangements that do not satisfy these criteria are recognized as current liabilities and included within Cost of sales.

Investments

The Company has investments in debt securities and marketable equity securities. The Company determines the appropriate classification of debt securities at the time of purchase and re-evaluates such determinations at each reporting date. Marketable equity securities are carried at fair value. Held to maturity securities, classified based on the intent and ability to hold the securities to maturity, are carried at amortized cost. Marketable debt securities are categorized as available for sale and carried at fair value.

Gains and losses on the sale of securities are recognized on a specific identification basis. Unrealized gains and losses are included in Other income (expense) on the Consolidated Statements of Operations.

Derivative financial instruments

The Company is exposed to various market risks, including the effect of changes in metal prices and foreign exchange rates, and from time to time uses derivatives to manage financial exposures that occur in the normal course of business. The Company recognizes derivatives as either assets, presented in the Consolidated Balance Sheets in Prepaid and other current assets or Other non-current assets, or liabilities, presented in the Consolidated Balance Sheets in Accrued liabilities and other or Other non-current liabilities, and measures those instruments at fair value. These are considered Level 2 fair value measurements. Changes in the value of derivative instruments are recorded each period in Cost of salesor Other income (expense) on the Consolidated Statements of Operations. Management applies judgment in estimating the fair value of instruments that are highly sensitive to assumptions regarding commodity prices, market volatilities, and foreign currency exchange rates. The Company currently does not apply hedge accounting.

Reclamation liabilities

The Company recognizes a liability for the fair value of estimated future reclamation costs when incurred. The liability is accreted over time through periodic charges to Exploration, evaluation and reclamation costs in the Consolidated Statements of Operations. In addition, the asset retirement cost is capitalized as part of the asset's carrying value and amortized over the life of the related asset. Reclamation liabilities are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of reclamation costs. Changes in the estimate of reclamation costs may result from changes in legal or regulatory requirements, increased obligations arising from additional mining and exploration activities, and changes to cost estimates. Changes in reclamation estimates at mines that are not currently operating, as the mine or portion of the mine site has entered the closure phase and has no substantive future economic value, are reflected in Exploration, evaluation and reclamation costs in the Consolidated Statements of Operations. The estimated reclamation liability is based on when spending for an existing disturbance is expected to occur. The Company reviews, on an annual basis, unless otherwise deemed necessary, the reclamation liability at each mine site.

Remediation costs are accrued when it is probable that an obligation has been incurred and the cost can be reasonably estimated. In addition to the remediation costs, estimates may include ongoing care, maintenance, and monitoring costs. When the available information is sufficient to estimate the amount of the liability, that estimate is used. When the information is only sufficient to establish a range of probable liability and no point within the range is more likely than any other, the lower end of the range is used. Remediation liabilities are recorded on an undiscounted basis, except when payments are readily estimable, in which case the remediation costs included in remediation liabilities are discounted to their present value. Changes in remediation estimates are reflected in earnings in the period the estimate is revised. The Company performs a comprehensive review of its remediation liabilities annually and also reviews changes in facts and circumstances associated with these obligations at least quarterly. As of December 31, 2023 the Company did not have any remediation liabilities recorded; however, the Company suspended operations at Çöpler as a result of a significant slip on the heap leach pad on February 13, 2024. Refer to Note 24 for further information. The Company is in the process of evaluating the estimated remediation costs and anticipates recording a remediation liability during the first quarter of 2024.

Leases

The Company has entered into lease contracts under which it is the lessee. The Company determines whether an arrangement is, or contains, a lease based on the substance of the arrangement at its inception. If the contract is determined to be a lease, the Company classifies the lease as either an operating or financing lease. Operating lease right of use (“ROU”) assets are included in Other non-current assetsand lease obligations are included in Accrued liabilities and otherand Other non-current liabilities in the Consolidated Balance Sheets. Finance lease ROU assets are included in Mineral properties, plant and equipmentand lease obligations are included in Finance lease liabilities in the Consolidated Balance Sheets.

ROU assets represent the Company’s right to use the underlying assets for the lease term and the corresponding lease liabilities represent its obligations to make lease payments arising from the leases. Operating and finance lease ROU assets and liabilities are recognized at the commencement date based on the present value of the expected lease payments over the lease term. When the rate of interest implicit in the lease cannot be readily determined, the Company uses its incremental borrowing rate in determining the present value of future lease payments. The Company’s incremental borrowing rate is the rate of interest that it would have to borrow on a collateralized basis over a similar term and amount in a similar economic environment to pay its lease obligations. The Company determines the incremental borrowing rates for its leases by adjusting the local risk-free interest rate with a credit risk premium corresponding to its credit rating.

Operating lease costs are recognized on a straight-line basis over the lease term. Finance lease costs are recognized based on the effective interest method for the lease liability and straight-line amortization of the ROU asset, resulting in more cost being recognized in earlier periods. Variable lease payments are recognized in the period in which they are incurred.

The Company has elected certain practical expedients including the short-term lease recognition exemption for all classes of underlying assets. Accordingly, leases with a term of one year or less have not and will not be recognized on the Consolidated Balance Sheets. The Company has also elected the practical expedient to not separate lease and non-lease components such as taxes and common area maintenance charges, in certain classes of assets such as its office facilities.

Most of the Company’s leasing arrangements include extension and termination options, all of which provide the Company flexibility in retaining the underlying facilities and equipment, as well as some protection from future price variability. The Company has applied judgment to determine the lease term, which is the non-cancelable period in the contract, plus the period beyond that cancellation period that the Company believes it is reasonably certain it will need the equipment for operational purposes.

Revenue recognition

The Company generates revenue by selling gold, copper, silver, lead and zinc produced from its mining operations. The majority of the Company’s sales come from the sale of refined gold bullion; however, the end product at the Company’s gold operations is generally doré. The Company also sells silver-lead and zinc concentrate to smelters for further treatment and refining.

Gold sales

Doré is sent to refiners to produce bullion that meets the required market standard of 99.95% gold. Under the terms of the Company’s refining agreements, the doré bars are refined for a fee, and the Company’s share of the refined gold and separately recovered silver is credited to its bullion account. Doré produced at Marigold and Seabee is sold primarily to bullion banks in the London spot market. Doré produced at Çöpler is sold primarily on the Istanbul Gold Exchange. Under legislation enacted in Türkiye in 2018, the Central Bank of the Republic of Türkiye has the first right of refusal for all gold produced by mining operations in Türkiye.

The Company generally recognizes revenue for gold from doré production when it satisfies the performance obligation of transferring gold bullion credits to the customer, as this is the point at which the customer obtains the ability to direct the use of and hold the remaining benefits of ownership of the asset. The transaction price is fixed on the date of sale based on the London Bullion Market Association's (“LBMA”) gold fix price or spot price and number of ounces delivered. Payment is due upon delivery of gold bullion credits to the customer’s account.

Concentrate sales

Metals produced at Puna are sold in concentrate form to smelters and traders. The Company recognizes revenue for silver-lead and zinc concentrate, net of treatment and refining costs, when it satisfies the performance obligation of transferring control of the concentrate to the customer. This generally occurs as material passes over the vessel’s rail at the port of loading or unloading, as the customer has the risk of loss and ability to direct the use of and obtain substantially all of the remaining benefits of the material. The Company has elected to account for shipping and handling costs for concentrate contracts as fulfillment activities and not as promised goods or services; therefore, these activities are not considered separate performance obligations.

The initial sales price of concentrate metal sales is determined on a provisional basis at the date of sale as the final selling price is subject to movements in the monthly average London Metal Exchange (“LME”) or LBMA prices up to the date of final pricing. The period between provisional invoicing and final pricing, or settlement period, is typically between 30 and 120 days.

The Company’s accounts receivable from provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates measured at the forward price at the time of sale. The embedded derivative is adjusted to fair value through Revenue each period until the date of final metal settlement.

Income per share

Basic net income per share is calculated by dividing the net income or loss attributable to common stockholders of the Company by the weighted average number of common shares outstanding during the period. Diluted net income per share is determined by including the basic weighted average number of common shares outstanding adjusted for the effects of all potential dilutive shares of common stock, unless their effect would be anti-dilutive.

Reclassifications

Changes to operating segments

During the first quarter of 2023 the Company changed the way management internally reviews and evaluates operating performance and manages the business. The Company determined it hasfour reportable segments: Çöpler, Marigold, Seabee and Puna. The Company’s previous exploration, evaluation and development properties are now managed by the nearest or adjacent reportable segment except for greenfield standalone prospects, which are included in Corporate and other in Note 4.

Prior period segment information has been recast to conform with current period presentation.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. The guidance is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact on the consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss and interim disclosures of a reportable segment’s profit or loss and assets. The guidance is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact on the consolidated financial statements.

In October 2023, the FASB issued ASU 2023-06 “Disclosure Improvements - Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative.” ASU 2023-06 modified the disclosure and presentation requirements of a variety of codification topics to better align with the SEC’s regulations. The amendments to the various topics are applied prospectively, and the effective date will be determined for each individual disclosure based on the effective date of the SEC’s removal of the related disclosure. If the SEC has not removed the applicable requirements from Regulation S-X or Regulation S-K by June 30, 2027, then this ASU will not become effective. The Company is currently evaluating the impact on the consolidated financial statements.

In August 2023, the FASB issued ASU 2023-05 “Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement.” ASU 2023-05 provides guidance requiring a joint venture to initially measure all contributions received upon its formation at fair value. The guidance is applicable prospectively to joint ventures with a formation date on or after January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact on the consolidated financial statements.

  1. ACQUISITIONS AND DIVESTITURES

Acquisitions

Hod Maden Project

On May 8, 2023, the Company, through its wholly owned subsidiary Alacer Gold Corporation, closed on an agreement to acquire a 10% interest in, and operational control of, Artmin Madencilik Sanayi Ve Ticaret A.Ş (“Artmin”) which owns the Hod Maden gold-copper development project, located in northeastern Türkiye (the “Transaction”). Hod Maden was owned 70% by Lidya Madencilik Sanayi ve Ticaret A.Ş (“Lidya Mines”) and 30% by Horizon Copper Corp. (“Horizon”) prior to the closing of the Transaction. Upon closing of the Transaction, the Company made a $120.0 million cash payment to Lidya Mines to acquire a 10% interest in Artmin. The Company has the option to acquire an additional 30% interest in Artmin from Lidya Mines for $120.0 million in structured payments tied to the completion of project construction spending milestones. Additionally, the Company will make contingent payments to Lidya Mines including $30.0 million in milestone payments payable in accordance with an agreed upon schedule beginning at the start of construction and ending on the first anniversary of commercial production and $84.0 million payable upon the delineation of an additional 500,000 gold equivalent ounces of mineral reserves at the Hod Maden project in excess of the project’s current mineral reserves and mineral resources.

The acquisition date fair value of the consideration paid is as follows (in thousands):

Cash paid to Lidya Mines for 10% interest$120,000
Contingent consideration tied to completion of operational milestones (1)24,300
Contingent consideration tied to delineation of new reserves (1)4,300
Total consideration$148,600

(1) The fair value of the two elements of contingent consideration are based on a discounted cash flow model. The contingent consideration is considered a Level 3 fair value measurement due to certain assumptions that are not based on observable market data (refer to Note 12 for more information). The significant assumptions include estimates of timing of completion of project milestones, probability of delineation of additional reserves, and discount rates. The contingent consideration is included within Other non-current liabilities on the Consolidated Balance Sheets.

The Company determined that Artmin is a variable interest entity (“VIE”) for which it is the primary beneficiary and is consolidated under ASC 810 as the Company has the power to direct the significant activities and the right to receive benefits and obligation to absorb losses of Artmin. The assets of Artmin can only be used to settle the obligations of Artmin and not the obligations of the Company. The creditors of Artmin do not have recourse to the assets or general credit of the Company to satisfy its liabilities. The Company concluded that Artmin was not a business based on its assessment under ASC 805 and accounted for the acquisition as an initial consolidation of a VIE that is not a business under ASC 810. There was no gain or loss recognized upon initial consolidation of the VIE as the sum of the fair value of the consideration paid and non-controlling interest equaled the fair value of the net assets on the acquisition date. The Company incurred transaction costs of approximately $0.4 million in connection with the Transaction included in Other operating expenses, net in the Consolidated Statements of Operations.

The Company retained a third-party appraiser to determine the fair value of the consideration paid, assets acquired, liabilities assumed, and non-controlling interest as of the acquisition date. The fair value estimates were based on income and market valuation methods. The following table summarizes the fair value of the assets acquired and liabilities assumed on the acquisition date (in thousands):

ASSETS
Cash and cash equivalents$11
Trade and other receivables36
Inventories3
Prepaids and other current assets24
Mineral properties, plant and equipment, net (1)688,611
Other non-current assets1,690
Total assets acquired$690,375
LIABILITIES
Accounts payable$315
Accrued liabilities and other643
Deferred income tax liabilities (2)135,939
Total liabilities assumed136,897
Net assets acquired and liabilities assumed553,478
Non-controlling interest(404,878)
$148,600

(1) The fair value of mineral properties, plant and equipment is based on applying the income and market valuation methods. The fair value of mineral properties determined using the income approach is $674.9 million. The significant assumptions include future metal prices, estimated quantities of mineral reserves and mineral resources, future capital and operating expenditures, and discount rates.

(2) Deferred income tax liabilities represent the future tax expense associated with the differences between the fair value allocated to assets and liabilities and the historical carryover tax basis of these assets and liabilities.

The assets acquired are included in the Corporate and other in Note 4. The non-controlling interest is representative of Lidya Mines and Horizon’s combined 90% interest and is inclusive of the 30% redeemable interest. As the redemption features are solely within the control of the Company, the redeemable non-controlling interest in Artmin is classified within permanent equity under ASC 480.

Subsequent to the acquisition of the Hod Maden project, Horizon advanced Artmin $6.4 million during the year ended December 31, 2023 to help fund working capital. The loan is unsecured, bears interest at the credit default swap premium of Türkiye plus a fixed spread of 4.0% and matures on June 28, 2028. As of December 31, 2023, no repayments have been made on the loan. The liability is included in Other non-current liabilities in the Consolidated Balance Sheets.

Acquisition of additional 30% ownership in Kartaltepe

On November 17, 2022, the Company, through its wholly owned subsidiary Alacer Gold Madencilik A.S., completed the acquisition of an additional 30% ownership in Kartaltepe Madencilik Sanayi ve Ticaret Anonim Şirketi (“Kartaltepe”) from joint venture partner Lidya Mines (the “Transaction”) for total consideration of $150.0 million in cash. The Company previously owned 50% of Kartaltepe and accounted for its interest as an equity method investment with a reported amount of $4.2 million. Upon completion of the Transaction, the Company now owns 80% of Kartaltepe and is considered the primary beneficiary of the VIE and consolidates Kartaltepe under ASC 810. Kartaltepe is included in the Çöpler mine operating segment. The Transaction provides increased exposure for the Company to potential exploration success on the geologically prospective Kartaltepe licenses, including Çakmaktepe Extension, Çakmaktepe, and the Mavialtin Porphyry Belt. Additionally, the Transaction is expected to deliver material synergies through the remainder of Ҫӧpler’s mine life.

The Company concluded that Kartaltepe was not a business based on its assessment under ASC 805 and accounted for the acquisition as an initial consolidation of a VIE that is not a business under ASC 810. As a result of the Transaction the Company recognized a gain of $81.9 million during the fourth quarter of 2022, included in Gain on acquisition of Kartaltepe in the Consolidated Statements of Operations. The gain represents the difference between:

(i) the fair value of consideration paid, the fair value of the non-controlling interests, and the reported amount of the previously held interest and (ii) the total amount of the net assets recognized at fair value.

At acquisition, the Company recognized all assets acquired and liabilities assumed at an aggregate fair value of $284.7 million, primarily consisting of $361.6 million in Mineral properties, plant and equipment, net 1 and $72.3 million in Deferred tax liabilities 2 on the Consolidated Balance Sheets. The fair value of Lidya Mines’20% interest of $48.6 million was recognized as Non-controlling interest on the Consolidated Balance Sheets. The Company retained a third-party appraiser to assist in determining the fair value of the assets acquired, liabilities assumed, and non-controlling interest as of the acquisition date. The fair value estimates were based on income and market valuation methods 1. Fair value is a market-based measurement and does not include entity-specific synergies.

Acquisition of Taiga Gold Corp.

On April 14, 2022, the Company completed the purchase of all the issued and outstanding common shares of Taiga Gold Corp. (“Taiga Gold”), which holds the exploration and evaluation stage resources in Saskatchewan, Canada in proximity to the Company’s Seabee mine and Fisher project. The transaction was accounted for as an asset acquisition for total consideration of $24.8 million. The total consideration was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, which consisted primarily of cash and cash equivalents of $4.7 million, exploration and evaluation assets of $27.8 million, and a related deferred tax liability of $7.5 million. The assets are included in the Seabee mine operating segment.

Divestitures

Divestiture of San Luis

On November 29, 2023, the Company entered into a definitive agreement with Highlander Silver Corp. (“Highlander Silver”) to sell its San Luis project in the Ancash department of central Peru, which is included in Corporate and other in Note 4. Upon the expected closing of the Transaction in the first quarter of 2024, the Company will receive $5.0 million in cash and up to $37.5 million in contingent payments payable in cash, while retaining a 4% net smelter return royalty on the San Luis project. Assets of $0.8 million, included in Prepaid and other current assets, and liabilities of $0.7 million, included in Accrued liabilities and other, were classified as held for sale as of December 31, 2023.

Divestiture of Pitarrilla

On July 6, 2022, the Company completed the sale of the Pitarrilla project in Durango, Mexico to Endeavour Silver Corp. (“Endeavour Silver”). The consideration received included cash of $35.0 million, Endeavour Silver common shares with a fair value on the closing date of$25.6 million (8,577,380 shares at $2.99 per share), and a 1.25% net smelter returns royalty on the Pitarrilla property. A gain of $0.6 million was recognized, included in Other operating expenses, net in the Consolidated Statements of Operations, calculated as the difference between the consideration received and the carrying amount of the net assets sold.

Divestiture of royalty assets

On October 21, 2021, the Company completed the sale of a portfolio of royalty interests and deferred consideration (the “Royalty Portfolio”) to EMX Royalty Corporation (“EMX”) with a carrying value of $83.9 million. The total consideration received included cash, EMX common shares, and deferred consideration in the form of contingent payments of cash payable upon completion of certain project milestones related to one of the royalties totaling approximately $87.9 million. The fair value of the deferred consideration was estimated based on the present value of the projected future cash inflows using a discount rate of 12.5%. The projected future cash inflows are affected by assumptions related to the achievement of the development milestones. At June 30, 2021, following the negotiation

1 The fair value of mineral properties, plant and equipment is based on applying the income and market valuation methods and includes a provision for the estimated fair value of asset retirement obligations related to the long-lived tangible assets. The significant assumptions include future metal prices, estimated quantities of mineral reserves and mineral resources, future operating costs, discount rates, and in-situ multiples.

2 Deferred income tax liabilities represent the future tax expense associated with the differences between the fair value allocated to assets and liabilities and the historical carryover tax basis of these assets and liabilities.

of the Royalty Portfolio sale, the Company recorded an impairment loss of $22.3 million on the Royalty Portfolio, calculated based on the difference between the estimated fair value of the Royalty Portfolio and its carrying amount prior to the impairment. The Company recognized a gain on closing of the Royalty Portfolio sale to EMX of $2.1 million, net of $0.3 million of transaction costs, which has been recorded against theimpairment loss.

On December 22, 2023, the Company completed a secondary offering of common shares of EMX received in the Royalty Portfolio sale, classified under Marketable securities, in the form of 6,161,524 units (“Units”) for CAD $1.93 per Unit. Each Unit consists ofone EMX common share andone right to purchase an additional EMX common share (an “Option”) that entitles the holder to acquireone EMX common share at a price of CAD $2.27 per share, expiring on December 31, 2024. The Company received cash proceeds of $8.7 million for the 6,161,524 Units and recognized a liability associated with the Options of $1.4 million, determined using the Black-Scholes option pricing model, included in Accrued liabilities and other. The Options are considered a Level 2 fair value measurement (refer to Note 11 for further information). A loss on the sale of the Units of $2.9 million was recognized and included in Other income (expense).

  1. OPERATING SEGMENTS

The Company currently hasfour producing mines which represent the Company’s reportable and operating segments. The results of operating segments are reviewed by management to make decisions about resources to be allocated to the segments and to assess their performance.

The following tables provide a summary of financial information related to the Company's segments (in thousands):

Year ended December 31, 2023
Çöpler (3)MarigoldSeabeePunaSegments TotalCorporate and other (1)Consolidated
Revenue$442,417$538,244$164,346$281,920$1,426,927$—$1,426,927
Cost of sales (2)$268,628$289,063$82,898$163,558$804,147$—$804,147
Depreciation, depletion and amortization$93,808$46,236$40,533$33,435$214,012$—$214,012
Exploration, evaluation and reclamation costs$8,699$15,059$17,489$10,196$51,443$7,440$58,883
Impairment charges$353,322$—$49,786$2,637$405,745$5,653$411,398
Operating income (loss)$(287,519)$187,886$(26,867)$71,848$(54,652)$(75,592)$(130,244)
Capital expenditures$89,165$82,252$37,521$13,193$222,131$—$222,131
Total assets as of December 31, 2023$2,915,262$782,353$464,033$324,794$4,486,442$899,331$5,385,773

(1)Corporate and other consists of business activities that are not included within the reportable segments and is provided for reconciliation purposes.

(3)Refer to Note 24 for information regarding the Çöpler Incident.

Year ended December 31, 2022
ÇöplerMarigoldSeabeePunaSegments TotalCorporate and other (1)Consolidated
Revenue$355,070$348,817$244,692$199,454$1,148,033$—$1,148,033
Cost of sales (2)$189,825$206,014$74,679$137,424$607,942$—$607,942
Depreciation, depletion and amortization$76,628$34,255$49,445$21,119$181,447$—$181,447
Exploration. evaluation, and reclamation costs$4,136$18,182$14,104$7,098$43,520$9,326$52,846
Care and maintenance (3)$41,800$—$—$—$41,800$—$41,800
Operating income (loss)$39,556$90,365$106,453$33,547$269,921$(79,653)$190,268
Capital expenditures$35,729$58,795$38,193$10,446$143,163$—$143,163
Total assets as of December 31, 2022$3,298,757$667,834$581,574$315,060$4,863,225$391,432$5,254,657

(1)Corporate and other consists of business activities that are not included within the reportable segments and is provided for reconciliation purposes. During the first quarter of 2023, the Company determined it hasfour reportable segments: Çöpler, Marigold, Seabee and Puna. The exploration, evaluation and development properties are no longer considered a reportable segment and the portfolio of prospective exploration tenures, near or adjacent to the existing operations (near-mine) are included in the respective reportable segment and the greenfield standalone prospects are included in Corporate and other.

(3)Care and maintenance expense represents direct costs and depreciation incurred at Çöpler during the temporary suspension of operations in the third quarter of 2022.

Year ended December 31, 2021
ÇöplerMarigoldSeabeePunaSegments TotalCorporate and other (1)Consolidated
Revenue$607,887$426,391$213,860$226,061$1,474,199$—$1,474,199
Cost of sales (2)$264,889$219,035$66,354$121,096$671,374$—$671,374
Depreciation, depletion and amortization$125,220$35,410$45,334$21,995$227,959$—$227,959
Exploration, evaluation and reclamation costs$10,868$10,968$11,867$1,764$35,467$6,915$42,382
Impairment charges$—$—$—$—$—$20,275$20,275
Operating income (loss)$201,302$161,081$90,332$79,042$531,757$(87,382)$444,375
Capital expenditures$34,699$55,861$40,553$10,458$141,571$—$141,571
Total assets as of December 31, 2021$3,099,240$599,164$479,370$293,469$4,471,243$740,195$5,211,438

(1)Corporate and other consists of business activities that are not included within the reportable segments and is provided for reconciliation purposes. During the first quarter of 2023, the Company determined it hasfour reportable segments: Çöpler, Marigold, Seabee and Puna. The exploration, evaluation and development properties are no longer considered a reportable segment and the portfolio of prospective exploration tenures, near or adjacent to the existing operations (near-mine) are included in the respective reportable segment and the greenfield standalone prospects are included in Corporate and other.

Geographic area

The following are non-current assets, excluding Goodwill, Restricted cash and Deferred income taxes, by location as of December 31 (in thousands):

December 31,
20232022
Türkiye$3,386,380$3,064,482
Canada320,922311,937
United States355,375321,423
Argentina104,313127,661
Mexico—536
Peru—482
Total$4,166,990$3,826,521

The following is revenue information by geographic area based on the location of production for the years ended December 31, (in thousands):

Year Ended December 31,
202320222021
Türkiye$442,417$355,070$607,887
Canada164,346244,692213,860
United States538,244348,817426,391
Argentina281,920199,454226,061
Total$1,426,927$1,148,033$1,474,199
  1. REVENUE

The following table represents revenues by product (in thousands):

Year Ended December 31,
202320222021
Gold doré sales
Çöpler$438,894$352,740$600,790
Marigold538,090348,692426,288
Seabee164,292244,581213,766
Concentrate sales
Puna270,438201,859229,959
Other (1)
Çöpler3,5232,3307,097
Marigold154125103
Seabee5411194
Puna11,482(2,405)(3,898)
Total (2)$1,426,927$1,148,033$1,474,199

(1)Other revenue includes: changes in the fair value of concentrate trade receivables due to changes in silver and base metal prices; and silver and copper by-product revenue arising from the production and sale of gold doré.

(2)The Company recognized revenue under ASC 606 “Revenue from Contracts with Customers” of $1,415.4 million, excluding Other Puna revenues related to embedded derivatives relating to provisional concentrate metal sales.

Revenue by metal

Revenue by metal type for the years ended December 31, are as follows (in thousands):

Year Ended December 31,
202320222021
Gold$1,141,276$946,013$1,240,844
Silver215,387153,280183,378
Lead46,42237,51933,070
Zinc8,62911,06013,511
Other (1)15,2131613,396
Total$1,426,927$1,148,033$1,474,199

(1)Other revenue includes: changes in the fair value of concentrate trade receivables due to changes in silver and base metal prices; and silver and copper by-product revenue arising from the production and sale of gold doré.

During 2023, the sales to Central Bank of Türkiye and CIBC accounted for 31%,33% of the Company's total revenues, respectively. During 2022, the sales to Central Bank of Türkiye, CIBC and Bank of Montreal accounted for 31%,28% and 16% of the Company's total revenues, respectively. During 2021, the sales to Central Bank of Türkiye and CIBC accounted for 41% and 30% of the Company's total revenues, respectively. The remaining sales were to a variety of customers.

Provisional metal sales

At December 31, 2023, the Company had silver sales of 5.7 million ounces at an average price of $23.81 per ounce, lead sales of 25.0 million pounds at an average price of $0.96 per pound, and zinc sales of 3.0 million pounds at an average price of $1.14 per pound, subject to final pricing per the contractual terms over the next several months.

For the years ended December 31, 2023, 2022 and 2021, changes in the fair value of the Company's embedded derivatives relating to provisional concentrate metal sales was an increase of $11.5 million, an increase of $2.8 million and a decrease of $1.0 million respectively, which has been recorded in Revenue.

  1. RECLAMATION LIABILITIES

The Company is subject to various domestic and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. Estimated future reclamation costs are based principally on current legal and regulatory requirements.

Changes in Reclamation liabilities during the years ended December 31 were as follows (in thousands):

20232022
Balance as of January 1$164,047$125,044
Reclamation expenditures(1,466)(1,221)
Accretion expense8,6986,035
Additions, changes in estimate and other3,74234,189
Obligations related to divested properties(1,202)—
Balance as of December 31$173,819$164,047
Less: current portion(3,364)(10,075)
Non-current reclamation liabilities$170,455$153,972

During the year ended December 31, 2023, reclamation adjustments related to changes in estimate were primarily comprised of an increase of $2.3 million at Çöpler, $1.4 million at Seabee, and $1.4 million at Puna, partially offset by a decrease of $1.1 million at Marigold. These adjustments were related to increases in unit cost rates for labor and equipment and change in the scope and timing of reclamation and closure activities due to disturbance.

During the year ended December 31, 2022, reclamation adjustments related to changes in estimate were primarily comprised of $3.8 million at Çöpler, $3.6 million at Marigold, $12.5 million at Seabee and $12.9 million at Puna. These adjustments were related to increases in unit cost rates for labor and equipment as well as an increase in the scope of reclamation and closure activities due to disturbance.

  1. IMPAIRMENT CHARGES

The following table includes the components of Impairment charges:

Year Ended December 31,
202320222021
Long-lived and other assetsGoodwillTotalLong-lived and other assetsGoodwillTotalLong-lived and other assetsGoodwillTotal
Çöpler (1)$353,322$—$353,322$—$—$—$—$—$—
Seabee—49,78649,786——————
Puna (2)2,637—2,637——————
Corporate and Other (3)5,653—5,653———20,275—20,275
$361,612$49,786$411,398$—$—$—$20,275$—$20,275

(1)For the year ended December 31, 2023, consist of $349.2 million impairment charges related to Mineral properties, plant and equipment, net (see below for further information) and $4.1 million of non-cash write-offs of capitalized cloud computing arrangement implementation costs included in Other non-current assets.

(2)Consists of non-cash write-downs of various assets and materials and supplies inventories recorded during the third quarter of 2023.

(3)For the year ended December 31, 2023, consists of $5.7 million non-cash write-offs of capitalized cloud computing arrangement implementation costs included in Other non-current assets. For the year ended December 31, 2021, consists of impairment charges related to the Royalty Portfolio sale, based on the differences between the carrying amount of the assets within the Royalty Portfolio, and the estimated net transaction price.

Impairment charges

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. During the fourth quarter of 2023, the Company updated its technical report, based on additional drilling and revised geological interpretation, which resulted in a decrease in the mineral reserves and mineral resources at the Çöpler pit and an increase in mineral reserves and mineral resources at the Greater Çakmaktepe extension. The decrease in mineral reserves and mineral resources at the Çöpler pit was primarily due to the Company's plans to construct a grind-leach circuit rather than a copper concentrator as had been previously contemplated in the Çöpler Copper-Gold (“C2”) project. As a result, the Company determined that certain mineral properties and exploration and evaluation assets related primarily to the Çöpler pit were impaired. This impairment charge is not related to the Çöpler Incident. As the technical report changes were finalized during the preparation of this Annual Report on Form 10-K, the Company recorded a non-cash impairment charge at Çöpler of $349.2 million for the year ended December 31, 2023 and disclosed such impairment herein.

As a result of the mineral reserve and mineral resource changes, the Company evaluated all long-lived assets in the Çöpler segment for recoverability using estimates of pre-tax undiscounted cash flows. Based on the results of the recoverability test, the Company concluded that no additional impairments existed as of December 31, 2023. A short-term gold price of $1,945, which decreases over five years to a long-term gold price of $1,740, was a significant assumption used in the recoverability test.

The Company evaluated its long-lived assets for impairment as of December 31, 2023 using the information available at that time. On February 13, 2024, the Company suspended operations at Çöpler as a result of a significant slip on the heap leach pad. This information was not considered in the Company’s long-lived asset impairment evaluation as it occurred subsequent to December 31, 2023. Refer to Note 24 for further information.

Impairment of goodwill

The Company evaluates its goodwill for impairment annually at December 31 or when events or changes in circumstances indicate that the fair value of a reporting unit is less than its carrying value. During the fourth quarter of 2023, the Company performed a quantitative goodwill test for the Seabee reporting unit. Based on this test, the Company concluded that Goodwill was impaired and recorded a non-cash impairment of $49.8 million, which represented the full goodwill balance of the reporting unit. The impairment was driven by a deterioration in underlying cash flows as a result of a decrease in mineral reserves and mineral resources. The decrease in mineral reserves and mineral resources was due to updates to the block model, updates to the cut-off grade calculation, and the use of an incremental cut-off grade for development. The Seabee long-lived asset group, which is the same as the reporting unit, was evaluated for impairment prior to the quantitative goodwill test and no impairment was identified.

The Company measured the impairments by comparing the total fair value of the Seabee reporting unit to its carrying amount. The estimated fair value of the Seabee reporting unit was determined using an income and market approach and is considered a Level 3 fair value measurement due to certain assumptions that are not based on observable market data. The significant assumptions to the fair value measured included: (i) post-tax cash flow information, which includes operating and capital expenditures, based on the Company's current business plan, (ii) a short-term gold price of $1,945 which decreases over five years to a long-term gold price of $1,740, (iii) current estimates of mineral reserves and mineral resources, (iv) in-situ multiples, and (v) a post-tax discount rate range of 5.0% to 6.0%.

  1. OTHER OPERATING EXPENSES, NET

The following table includes the components of Other operating expense, net:

Year Ended December 31,
202320222021
Transaction and integration costs$406$1,561$8,595
SEC conversion costs—1,2552,645
(Gain) loss on sale of assets762(746)—
Other106——
Total$1,274$2,070$11,240
  1. OTHER INCOME (EXPENSE)

The following table includes the components of Other income (expense):

Year Ended December 31,
202320222021
Interest income$22,614$16,311$1,939
Gain (loss) on investments and marketable security sales29,15817,34413,879
Change in fair value of marketable securities4,221602(10,741)
Gain (loss) on sale of mineral properties, plant, and equipment(1,331)(2,130)412
Bank charges(1,811)(1,423)(1,058)
Other(2,700)(10,413)(18,580)
Total$50,151$20,291$(14,149)
  1. INCOME AND MINING TAXES

The following tables represent the major components of Income (loss) before income and mining taxes and Income and mining tax benefit (expense) recognized in the Consolidated Statements of Operations (in thousands):

Year Ended December 31,
202320222021
Income (loss) before income and mining taxes components:
United States$181,926$75,762$138,230
Canada(76,407)(21,831)26,752
Türkiye(319,775)108,373186,971
Argentina13,7332,66277,562
Other Foreign(1,885)75,869(14,757)
Total income (loss) before income and mining taxes$(202,408)$240,835$414,758
Year Ended December 31,
202320222021
Current income tax provision:
United States$27,322$15,149$15,603
Canada9,73833,40827,672
Türkiye4,39023,51549,851
Argentina8,9251,8018,989
Other foreign3,25724,12714,339
Total current income tax provision53,63298,000116,454
Deferred income tax provision (benefit):
United States1,3737,09213,288
Canada(4,681)(4,183)(230)
Türkiye(120,950)(57,227)(131,456)
Argentina(11,958)3,3503,569
Other foreign50(16,964)(15,741)
Total deferred income tax provision (benefit)(136,166)(67,932)(130,570)
Total income tax provision (benefit)$(82,534)$30,068$(14,116)

Income and mining tax expense differs from the amount that would be computed by applying the Canadian statutory rate of 27% for each of the years ended December 31, 2023, 2022 and 2021, respectively, to income (loss) before income and mining taxes. The reasons for the differences are as follows (in thousands):

Year Ended December 31,
202320222021
Income (loss) before income and mining taxes$(202,408)$240,835$414,758
Statutory tax rate27%27%27%
Expected income and mining tax expense (benefit)(54,650)65,025111,985
Increase (decrease) attributable to:
Non-taxable items(26,345)(11,358)(4,379)
Foreign exchange and inflation(55,850)(20,531)(124,946)
Tax rate increase68,917——
Differences in foreign and future tax rates(4,219)(13,248)738
Investment incentive tax credits(22,760)(10,126)(14,082)
Mining taxes and overseas withholding tax5,54638,25117,528
Impact of gain on acquisition of Kartaltepe—(18,826)—
Change in estimates in respect of prior years1,742(3,630)(2,046)
Changes in valuation allowance4,7482,6021,086
Other3371,909—
Total income and mining tax expense (benefit)$(82,534)$30,068$(14,116)

In July 2023, the Republic of Türkiye enacted an increase in the corporate income tax rate. The corporate income tax rate of 20% increased to 25% for 2023 and subsequent years. The increase was effective on July 15, 2023 with retroactive application to January 1, 2023. As a result of the rate increase in Türkiye, the Company incurred additional deferred income tax expense of approximately $68.9 million.

The significant components of Deferred income tax assets and Deferred income tax liabilities were (in thousands):

December 31,
20232022
Deferred income tax assets
Deductible temporary differences relating to:
Marketable securities$1,147$2,397
Reclamation liabilities40,11831,080
Lease liabilities26,61828,730
Deductibility of other taxes10,31110,224
Stock-based compensation2,0302,931
Other items19,62713,286
99,85188,648
Investment incentive tax credits (1)17,91218,772
Tax loss carryforwards53,16443,384
Less: Valuation allowance(74,640)(61,101)
Total deferred income tax assets$96,287$89,703
Deferred income tax liabilities
Taxable temporary differences relating to:
Marketable securities$(1,137)$—
Inventories(16,969)(49,004)
Mineral properties, plant and equipment(380,348)(332,886)
Convertible notes—(95)
Mineral tax(38,969)(41,803)
Other items(409)(6,401)
Total deferred income tax liabilities$(437,832)$(430,189)
Balance sheet presentation
Deferred income tax assets$22,307$1,915
Deferred income tax liabilities(363,852)(342,401)
Deferred income tax liabilities, net$(341,545)$(340,486)

(1)The Company receives investment incentive tax credits for qualifying capital expenditures at Çöpler. The application of these tax credits, which are denominated in Turkish Lira, reduced income and mining tax expense and cash tax payments for the year ended December 31, 2023 and are expected to offset future cash tax payments. Reviews of eligible expenditures for tax credits by local tax authorities occur periodically and can result in adjustments to the recognition of investment incentive tax credits.

As of December 31, 2023, the Company had deferred tax liabilities related to investments in subsidiaries that were not recognized as the Company controls the dividend policy of its subsidiaries (i.e., the Company controls the timing of reversal of the related taxable temporary differences and is satisfied that they will not reverse in the foreseeable future). It is not practicable to determine the amount of the unrecognized deferred tax liabilities at this time.

Valuation of deferred tax assets

The Company recognizes tax benefits on losses or other deductible amounts generated in countries where it determines that it is more likely than not that taxable profits will be available to be utilized against those temporary differences. The Company's deferred tax valuation allowance related primarily to tax losses in jurisdictions which do not meet the “more-likely-than-not” standard under current accounting guidance due to insufficient positive taxable income to utilize available tax losses.

When there is a change in judgment concerning the recovery of deferred tax assets in future periods, a valuation allowance is recorded into earnings during the quarter in which the change in judgment occurs. The Company has not made any judgement changes with respect to its already established positions. The valuation allowance increased in 2023 by $13.5 million mainly related to an increase in net operating and capital loss carryforwards in entities where the Company does not expect to realize a future tax benefit.

Tax loss carryforwards

As of December 31, 2023, the Company had the following estimated tax operating and capital losses (in thousands) available to reduce future taxable income, including both losses for which deferred tax assets are utilized to offset applicable deferred tax liabilities and losses for which deferred tax assets have a valuation allowance against. Losses expire at various dates and amounts between 2024 and 2043.

December 31, 2023Expiration Year
Canada$173,3842040-2043
U.S.A.$2,9122024-Indefinite
Türkiye$40,9902026-2027

Unrecognized tax benefits

The Company records uncertain tax positions on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions meeting the “more-likely-than-not” recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, inclusive of interest and penalties, is as follows during the years ended December 31 (in thousands):

20232022
Balance as of January 1$8,574$—
Increase associated with tax positions taken during the current year——
Increase (decrease) associated with tax positions taken during a prior year (1)(7,218)9,200
Tax Payments(1,356)(626)
Decrease associated with lapses in statutes of limitation——
Balance as of December 31$—$8,574

(1) Of the gross unrecognized tax benefits, $0.0 million were recognized as current liabilities in Consolidated Balance Sheet as of December 31, 2023.

As of December 31, 2023 and December 31, 2022, nil and $8.6 million, respectively, represent the amount of unrecognized tax benefits, inclusive of interest and penalties that, if recognized, would impact the Company’s effective income tax rate.

As of December 31, 2023 and December 31, 2022, the total amount of accrued income-tax-related interest and penalties included in the Consolidated Balance Sheets werenil and $5.2 million.

On March 12, 2023, Türkiye enacted Tax Amnesty legislation, which allows taxpayers to voluntarily pay tax on uncertain tax positions and waives assessed interest, penalties up to 50.0% of tax and risk of audit if paid in accordance with the process outlined in the legislation. As a result, during the year ended December 31, 2023, the Company released $7.2 million of tax, interest, and penalties in Income and mining tax benefit (expense)in the Condensed Consolidated Statements of Operations. During the year ended December 31, 2023, the Company paid $1.4 million in a cash payment in accordance with the Tax Amnesty agreement.

The Company files income tax returns in the U.S. federal jurisdiction, Canada, Türkiye, Argentina and various state, provincial and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. Federal, state and local, and non-US income tax examinations for years before 2017.

  1. INCOME (LOSS) PER SHARE

The Company calculates basic net income per share using, as the denominator, the weighted average number of common shares outstanding during the period. Diluted net income per share uses, as its denominator, the weighted average number of common shares outstanding during the period plus the effect of potential dilutive shares during the period.

Potential dilutive common shares include stock options, RSUs, and convertible notes for periods in which the Company has reported net income (loss).

The calculations of basic and diluted net income per share attributable to SSR Mining shareholders for the years ended December 31 were based on the following (in thousands):

Year Ended December 31,
202320222021
Net income (loss)$(120,225)$210,428$425,922
Net (income) loss attributable to non-controlling interest22,218(16,288)(57,846)
Net income (loss) attributable to SSR Mining shareholders(98,007)194,140368,076
Interest saving on 2019 Notes, net of tax—4,9104,889
Net income (loss) used in the calculation of diluted net income per share$(98,007)$199,050$372,965
Weighted average number of common shares issued204,714209,883215,993
Adjustments for dilutive instruments:
Stock options—538
Restricted share units—3958
2019 Notes—12,55412,152
Diluted weighted average number of shares outstanding$204,714$222,481$228,241
Net income (loss) per share attributable to SSR Mining shareholders
Basic$(0.48)$0.92$1.70
Diluted$(0.48)$0.89$1.63

For the year ended December 31, 2023, $4.9 million of interest saving on convertible notes, net of tax, and 12,867 shares were excluded from the diluted income per common share calculation because the Company incurred a net loss and the effect would be antidilutive.

  1. FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 - Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables set forth the Company’s assets and liabilities measured at fair value on a recurring (at least annually) and nonrecurring basis by level within the fair value hierarchy (in thousands).

Fair value at December 31, 2023
Level 1 (1)Level 2 (2)Level 3Total
Assets:
Cash and cash equivalents$492,393$—$—$492,393
Restricted cash101——101
Marketable securities28,351——28,351
Trade receivables from provisional sales, net—86,897—86,897
Deferred consideration——21,21321,213
$520,845$86,897$21,213$628,955
Liabilities:
Contingent consideration$—$—$29,648$29,648
Option liability - EMX shares (3)—1,431—1,431
$—$1,431$29,648$31,079
Fair value at December 31, 2022
Level 1 (1)Level 2 (2)Level 3Total
Assets:
Cash and cash equivalents$655,453$—$—$655,453
Restricted cash33,653——33,653
Marketable securities44,841——44,841
Trade receivables from provisional sales, net—49,897—49,897
Deferred consideration——24,36924,369
$733,947$49,897$24,369$808,213

1)Marketable securities of publicly quoted companies, consisting of investments, are valued using a market approach based upon unadjusted quoted prices in an active market obtained from securities exchanges.

2)The Company’s provisional metal sales contracts, included in Trade and other receivables in the Consolidated Balance Sheets, are valued using inputs derived from observable market data, including quoted commodity forward prices. The inputs do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy.

3)The fair value of the option liability, which represents the option of the holder to acquire a EMX common share from SSR (refer to Note 3 for further information), was determined using the Black-Scholes model. The inputs to the Black-Scholes model included the EMX share price on the closing date of CAD $2.19 per share, exercise price of CAD $2.27 per Unit, one year maturity, one-year risk-free rate of 4.8%, and annualized volatility of 34.1%.

Deferred and contingent consideration are included in Level 3 as certain assumptions used in the calculation of the fair value are not based on observable market data. The following table reconciles the beginning and ending balances for financial instruments that are recognized at fair value using significant unobservable inputs (Level 3) in theconsolidated financial statements (in thousands):

20232022
Deferred consideration assets:
Balance as of January 1$24,369$22,610
Receipt of deferred consideration(473)—
Revaluations(2,683)1,759
Balance as of December 31$21,213$24,369

The Company's deferred consideration assets primarily consist of the contingent payment associated with completion of certain project milestones related to the Yenipazar royalty included in the Royalty Portfolio sale (refer to Note 3 for further information). The fair value of the deferred consideration was estimated using the discounted cash flow method. The significant assumptions include estimates of timing of achievement of development milestones and a discount rate between 12.0% and 12.5% at December 31, 2023 and between 11.0% and 12.5% at December 31, 2022. Increases to the discount rate will cause a decrease in the estimated value of the deferred consideration.

20232022
Contingent consideration liabilities:
Balance as of January 1$—$—
Assumption of contingent consideration28,600—
Revaluations1,048—
Balance as of December 31$29,648$—

The Company's contingent consideration liabilities include the contingent consideration tied to completion of operational milestones and delineation of new reserves at the Hod Maden project (refer to Note 3 for further information). The fair value of the $30.0 million in milestone payments payable to Lidya Mines in accordance with an agreed upon schedule beginning at the start of construction and ending on the first anniversary of commercial production is $25.2 million at December 31, 2023. The fair value of the contingent consideration tied to completion of operational milestones was determined using a discounted cash flow model. The significant assumptions include estimates of timing of completion of milestones and a discount rate of 6.0% at December 31, 2023. The fair value of the $84.0 million payable to Lidya Mines upon the delineation of an additional 500,000 gold equivalent ounces of mineral reserves at the Hod Maden project in excess of the project's current mineral reserves and resources is $4.4 million at December 31, 2023. The fair value of the contingent consideration tied to delineation of new reserves was determined using a probability-weighted discounted cash flow model. The significant assumptions include estimates of timing of delineation of new reserves, a 10.0% probability of delineation of new reserves and a discount rate of 6.0% at December 31, 2023.

Fair values of financial assets and liabilities not already measured at fair value

The fair value of the 2019 Notes and Term Loan as compared to the carrying amounts were as follows:

December 31,
2023 · 2022
LevelCarrying amountFair valueCarrying amountFair value
2019 Notes (1)1$227,516$216,545$226,510$257,025
Term Loan (2)2——70,00071,419
Total borrowings$227,516$216,545$296,510$328,444

(1)The fair value disclosed for the Company's 2019 Notes is included in Level 1 as the basis of valuation uses a quoted price in an active market.

(2)The fair value disclosed for the Company's Term Loan is included in Level 2 as the fair value is determined by an independent third-party pricing source. On September 22, 2023, the Term Loan was terminated upon full repayment.

  1. TRADE AND OTHER RECEIVABLES

Trade and other receivables were composed of the following (in thousands):

December 31,
20232022
Trade receivables$91,340$62,563
Value added tax receivables30,55430,893
Income tax receivable3,17214,316
Other taxes receivable11,7346,750
Other5,3803,153
Total$142,180$117,675

No provision for credit loss was recognized as of December 31, 2023 or 2022. All trade receivables are expected to be settled within twelve months.

  1. INVENTORIES

The components of Inventories were as follows (in thousands):

December 31,
20232022
Materials and supplies$104,217$103,380
Stockpiled ore77,14254,504
Leach pad inventory305,271300,715
Work-in-process7,1897,549
Finished goods21,32435,459
Total current inventories$515,143$501,607
Stockpiled ore218,139217,154
Materials and supplies1,6691,845
Total non-current inventories$219,808$218,999

As of December 31, 2023 and 2022, the Company has recognized a reserve of $18.4 million and $11.8 million for obsolete materials and supplies inventory, respectively.

During the year ended December 31, 2023, the Company recognized write-downs of leach pad inventory at Çöpler of $18.6 million, with $12.6 million classified as a component of Cost of sales and $6.0 million classified as a component of Depreciation, depletion and amortization. No write-down of inventory was recognized during the year ended December 31, 2022.

  1. MINERAL PROPERTIES, PLANT AND EQUIPMENT, NET

The components of Mineral properties, plant and equipment, net were as follows (in thousands):

December 31,
20232022
Plant and equipment (1)$1,889,634$1,793,914
Construction in process86,30458,704
Mineral properties subject to depletion2,085,6781,452,850
Mineral properties not yet subject to depletion878,712848,281
Exploration and evaluation assets253,842515,070
Total mineral properties, plant, and equipment5,194,1704,668,819
Accumulated depreciation, plant and equipment(714,579)(621,323)
Accumulated depreciation, mineral properties(606,705)(498,050)
Mineral properties, plant, and equipment, net$3,872,886$3,549,446

(1)As of December 31, 2023 and 2022, plant and equipment includes finance lease right-of-use assets with a carrying amount of $84.7 million and $101.7, respectively.

During the year ended December 31, 2023, the Company concluded that mineral properties, plant and equipment was impaired and recorded a non-cash impairment. See Note 7 for further information relating to impairment of mineral properties, plant and equipment. No impairment was recognized for the year ended December 31, 2022.

  1. GOODWILL

The excess of the fair value of consideration paid over the fair value of the identifiable net assets acquired is recognized as goodwill and allocated to the reporting units. The Company has goodwill which arose from the acquisition of Seabee in 2016.

Balance of Goodwill recorded at Seabee (in thousands):

December 31,
20232022
Goodwill$—$49,786

During the year ended December 31, 2023, the Company concluded that goodwill was impaired and recorded a non-cash impairment. See Note 7 for further information relating to impairment of mineral properties, plant and equipment. No impairment was recognized for the year ended December 31, 2022.

  1. OTHER NON-CURRENT ASSETS

The components of Non-current assets were as follows (in thousands):

December 31,
20232022
Marketable securities$7,407$4,561
Deferred consideration21,20322,129
VAT receivable5321,642
Right of use assets21,03817,946
Other receivables3,20211,403
Long-term prepaids20,787—
Other non-current assets$74,169$57,681
  1. LEASES

The Company’s operating leases consist primarily of leases for office space, vehicles, and plant and mining equipment. These leases have a range of terms betweentwo years tothirteen years with renewal terms included in the contracts. Some are automatic renewals, and some are at the option of the Company. There are no restrictions placed upon the lessee by entering into these leases.

The Company's principal finance lease relates to its right to use the oxygen plant supplied by Air Liquide Gaz Sanayi ve Ticaret A.S. (the “Air Liquide Plant”) at Çöpler. The Air Liquide Plant is used for the production, transportation and delivery of oxygen and liquid oxygen to support mining operations at Çöpler. Under the terms of the Air Liquide Plant lease, the Company pays variable monthly lease payments that depend on an index. In addition, the Company is subject to variable payments based on consumption and use which have been accounted for as non-lease components and included in Cost of sales. The Air Liquide Plant lease contains a non-cancellable period of 15 years ending in 2033 with options to extend for consecutive 2-year periods. The lease term used in the measurement of the Company's lease liability and right-of-use asset includes four consecutive 2-year extension periods ending in 2038 for which the Company is reasonably certain to exercise its option in line with the Çöpler LOM.

The components of the Company’s leases presented in the Consolidated Balance Sheets were as follows (in thousands):

December 31,
20232022
Finance lease right-of-use assets, net (included in Mineral properties, plant and equipment, net)$84,689$101,705
Operating lease right-of-use assets (included in Other non-current assets)21,03817,946
Total lease right-of-use-assets$105,727$119,651
Short-term finance lease liabilities (included in Finance lease liabilities)$4,555$3,872
Short-term operating lease liabilities (included in Accrued liabilities and other)1,5451,976
Long-term finance lease liabilities (included in Finance Lease liabilities)86,141102,434
Long-term operating lease liabilities (included in Other non-current liabilities)21,00916,969
Total lease liabilities$113,250$125,251

The components of the Company’s leases presented in the Consolidated Statements of Operations for the years ended December 31 were as follows (in thousands):

Year Ended December 31,
202320222021
Operating leases:
Lease expense$3,648$4,134$2,986
Sublease income(958)——
Finance leases:
Amortization of lease cost5,3465,3462,517
Interest expense on lease liabilities4,6454,830274
Variable and short-term leases3,8121,74010,661
Total$16,493$16,050$16,438

For finance leases, amortization and interest expense is included in Interest expense. For operating leases, lease expense is included in Cost of sales for entities with production and General and administrative expensefor corporate entities.

The components of the Company’s leases presented in the statements of cash flows for the years ended December 31 were as follows (in thousands):

Year Ended December 31,
202320222021
Operating leases within cash flows from operating activities$2,690$4,134$2,986
Finance leases within cash flows from financing activities$3,870$10,091$10,441

The following is a schedule of weighted-average discount rates used to determine lease liabilities and remaining lease terms for the years ended December 31:

Year Ended December 31,
20232022
Weighted-average remaining lease term - operating leases (in years)9.98.4
Weighted-average remaining lease term - finance leases (in years)17.118.1
Weighted-average discount rate - operating leases6.6%5.2%
Weighted-average discount rate - finance leases4.5%4.5%

The following is a schedule of future minimum lease payments under noncancellable finance and operating leases as of December 31, 2023 (in thousands):

Operating Leases · Finance Leases
2024$2,858$8,532
20252,8088,532
20263,3798,532
20273,3158,532
20282,8998,532
Thereafter16,00680,611
Total minimum lease payments$31,265$123,271
Less: amounts representing interest8,71132,575
Present value of net minimum lease payments22,55490,696
Less: current portion of lease liabilities1,5454,555
Long-term lease liabilities$21,009$86,141
  1. ACCRUED LIABILITIES AND OTHER

Accrued liabilities and other are comprised of the following items (in thousands):

December 31,
20232022
Accrued liabilities$66,478$68,254
Royalties payable28,55016,012
Stock-based compensation liabilities9,04810,493
Income taxes payable16,39216,374
Lease liabilities1,5451,976
Reclamation liabilities3,36410,075
Liabilities held for sale687—
Other1,9391,470
Total accrued liabilities and other$128,003$124,654
  1. DEBT

The following tables summarize the Company’s debt balances (in thousands):

December 31,
20232022
2019 Notes (1)$227,516$226,510
Term Loan—70,000
Other9201,797
Total carrying amount$228,436$298,307
Current portion$920$71,797
Non-current portion$227,516$226,510

(1)Amount is net of discount and debt issuance costs of $2.5 million and $3.5 million, respectively.

Convertible debt

2019 Notes

On March 19, 2019, the Company issued $230.0 million of 2.50%convertible senior notes due in 2039 (the “2019 Notes”) for net proceeds of $222.9 million after payment of commissions and expenses related to the offering of $7.1 million. The 2019 Notes mature on April 1, 2039 and bear an interest rate of 2.50% per annum, payable semi-annually in arrears on April 1 and October 1 of each year. The 2019 Notes are conv ertible into the Company's common shares at a fixed conversion rate, subject to certain anti-dilution adjustments. In addition, if certain fundamental changes occur, holders of the 2019 Notes may be entitled to an increased conversion rate.

As a result of the dividends paid in 2023 and in accordance with the 2019 Notes agreement, during the fourth quarter of 2023 the conversion rate was adjusted to 56.7931 common shares per $1,000 principal amount of 2019 Notes converted.

Prior to April 1, 2026, the Company may redeem all or part of the 2019 Notes for cash, but only if the last reported sales price of its common shares for 20 or more trading days in a period of 30 consecutive trading days exceeds 130% of the conversion price in effect on each such trading day. On or after April 1, 2026, the Company may redeem the 2019 Notes in full or in part, for cash.

Holders of the 2019 Notes have the right to require the Company to repurchase all or part of their 2019 Notes on April 1 of each of 2026, 2029 and 2034, or upon certain fundamental corporate changes. The repurchase price will be equal to par plus accrued and unpaid interest.

The Company does not have any financial covenants in relation to the 2019 Notes, however it does contain a cross default provision with the Second Amended Credit Agreement.

Term Loan

On September 22, 2023, the Company terminated the term loan assumed in connection with the acquisition of the Çöpler mine(“Term Loan”) upon full repayment of the outstanding balance in the amount of $35.8 million. In connection with the repayment of the Term Loan, the restrictions on certain cash accounts totaling $33.4 million were released.

On July 26, 2023, the Company entered into an amendment to the Term Loan. The amendment amended the Term Loan to replace London Inter-bank Offered Rate (“LIBOR”)-based benchmark rates with secured overnight financing rate (“SOFR”)-based benchmark rates. After giving effect to this amendment, borrowings under the Term Loan generally bore interest at adjusted term SOFR plus an applicable interest rate margin ranging from 3.5% to 3.7% depending on the tranche. Adjusted term SOFR for the Term Loan was the SOFR benchmark plus a credit spread adjustment ranging from approximately 0.0064% to 0.71513% depending on the applicable interest period selected.

The Company assumed the Term Loan, with a fair value of $245.0 million at the date of Alacer acquisition, with a syndicate of lenders (BNP Paribas (Suisse) SA, ING Bank NV, Société Générale Corporate & Investment Banking and UniCredit S.P.A.). The Term Loan bore interest at the LIBOR plus a fixed interest rate margin in the range of 3.50% to 3.70% depending on the tranche. The Term Loan had no mandatory hedging or cash sweep requirements and no prepayment penalties.

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 an additional accordion feature of $100.0 million 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%. The adjusted SOFR includes a credit spread adjustment of 0.10% for all interest periods.

On June 7, 2021, the Company amended its revolving credit facility to extend its maturity to June 8, 2025 and increase the Credit Agreement to $200.0 million with a $100.0 million accordion feature (the“Amended Credit Agreement”). Amounts drawn under the Second Amended Credit Agreement are subject to variable interest rates at LIBOR plus an applicable margin ranging from 2.0% to 3.0%, based on the Company's net leverage ratio.

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. Additionally, the Company must comply with certain financial covenants and affirmative covenants as well as certain negative covenants that, subject to certain exceptions, limit the Company’s ability to, among other things, incur additional indebtedness and maintain certain ratios for interest coverage and net leverage.

As of December 31, 2023, the Company was in compliance with its covenants andno borrowings were outstanding on the Second Amended Credit Agreement.

Scheduled minimum debt repayments are as follows (in thousands):

2024$920
2025$—
2026$—
2027$—
2028$—
Thereafter$230,000
  1. EQUITY

The Company has awards outstanding under its 2017, 2020 and 2021 Share Compensation Plans which include stock options, DSUs, RSUs and PSUs up to an aggregate total of 4.5% of the Company’s issued and outstanding common stock. There are 7,420,000 shares available for issuance under the Share Compensation Plans.

Stock-based compensation expense

Stock-based compensation expense has been recognized as follows (in thousands):

Year Ended December 31,
202320222021
Cost of sales (1)$536$797$1,105
General and administrative expense4,6345,57911,867
Exploration, evaluation and reclamation expense—97105
Other operating expenses, net——1,722
$5,170$6,473$14,799

(1) Excludes depreciation, depletion, and amortization.

Deferred share units

Non-executive directors may elect to receive all or a portion of their annual compensation in the form of DSUs which are linked to the value of the Company's common stock. DSUs are issued on a quarterly basis at the market value of the Company's common stock at the date of grant. DSUs vest immediately and are redeemable in cash.50% of a director's DSUs will be automatically redeemed on each of the following dates: (i)three months following the date the eligible director ceases to be a director of the Company and (ii) the earlier offifteen months following, or December 31 of the calendar year following the date the eligible director ceases to be a director of the Company. In connection with the acquisition of Alacer, the Company issued DSU Replacement Units to replace the outstanding DSUs of Alacer. Each DSU Replacement Unit entitles the director to receive a payment in cash for the equivalent value ofone common share on the date the director ceases to be a director.

The fair value of the outstanding DSUs and DSU Replacement Units at the end of each reporting period was recognized as a liability and included in Accrued liabilities and other.

During the years ended December 31, 2023, 2022, and 2021 total cash paid to settle DSUs and DSU Replacement Units was $1.1 million, $3.4 million, and $2.7 million, respectively. As of December 31, 2023, 2022, and 2021, the fair value of DSUs and DSU Replacement Units granted and vested was $1.4 million, $1.2 million, and $1.4 million, respectively.

The following table summarizes the changes in DSUs and DSU Replacement Units outstanding during the year ended December 31, 2023 (in thousands except per share amounts):

Number of SharesWeighted Grant Date Fair Value Per ShareAggregate Intrinsic Value
Balance as of January 1, 2023532$26.46
Granted9314.59
Exercised/Released(6)15.84
Canceled/Forfeited——
Reinvested1214.74
Balance as of December 31, 202363124.58$6,785

Restricted share units

The Company grants RSUs to executives and eligible employees which vest over a period ofthree years. On February 10, 2021, the Company’s Board of Directors indicated its intention to settle all RSUs in common shares when vested. RSUs are classified as equity and presented in Common shares.

The fair value of RSUs granted was $8.7 million, $7.3 million, and $7.2 million, for the years ended December 31, 2023, 2022 and 2021, respectively. The fair value of RSUs vested was $4.5 million, $14.1 million, and $3.3 million, during the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, there was $7.0 million of total unrecognized compensation cost related to unvested RSUs expected to be recognized over approximately 2.7 years.

The following table summarizes the changes in RSUs outstanding during the year ended December 31, 2023 (in thousands except per share amounts):

Number of SharesWeighted Average Grant Date Fair ValueAggregate intrinsic value
Balance as of January 1, 2023579$21.49
Granted57815.00
Exercised/Released(251)17.81
Canceled/Forfeited(114)21.58
Reinvested1522.15
Balance as of December 31, 202380717.96$8,679

Performance share units

PSUs are granted to senior executives and vest after a performance period ofthree years. The vesting of these awards is based on the Company's actual production and return on investment compared to budget and total shareholder return in comparison to its peer group. Awards vested range from 0% to 200% of initial PSUs granted. On February 10, 2021, the Company's Board of Directors indicated its intention to settle all PSUs issued under the Company's plans in cash when vested. PSUs are classified as liabilities and included in Accrued liabilities and other.

During the years ended December 31, 2023, 2022 and 2021, total cash paid to settle PSUs was $1.8 million, $10.5 million, and $14.3 million, respectively. The fair value of PSUs granted was $6.5 million, $5.5 million, and $11.5 million for the years ended December 31, 2023, 2022, and 2021, respectively. The fair value of PSUs vested was $3.9 million, $9.4 million, and $17.4 million, during the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, there was $4.5 million of total unrecognized compensation cost related to unvested PSUs expected to be recognized over approximately 2.2 years.

The following table summarizes the changes in PSUs outstanding during the year ended December 31, 2023:

Number of SharesWeighted Average Grant Date Fair ValueAggregate Intrinsic Value
Balance as of January 1, 2023649$24.49
Granted43414.98
Exercised/Released(185)21.16
Canceled/Forfeited(33)16.27
Reinvested1616.22
Balance as of December 31, 202388120.67$9,482

Repurchase of common shares

During the year ended December 31, 2023, the Company purchased 3,966,855 of its outstanding common shares pursuant to the NCIB at an average share price of $14.20 per share for total consideration of $56.3 million. All shares were cancelled upon purchase. The difference of $1.9 million between the total amount paid and the amount deducted from common shares of $58.2 million was recorded to retained earnings. The amount deducted from common shares was determined based on the average paid in capital per common share outstanding prior to the repurchase date.

On June 16, 2023, the Company received approval of its Normal Course Issuer Bid (“2023 NCIB”) to purchase for cancellation up to 10.2 million of its common shares through the facilities of the TSX, Nasdaq or other Canadian and U.S. marketplaces over atwelve month period beginning June 20, 2023 and ending June 19, 2024. The Company has delivered notice to its designated broker to terminate the automatic share purchase plan effective March 1, 2024.

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 was authorized to purchase for cancellation up to 10.6 million of its common shares through the facilities of the TSX, Nasdaq or other Canadian and U.S. marketplaces over atwelve month period.

  1. SUPPLEMENTAL CASH FLOW INFORMATION

Net change in operating assets and liabilities during the years ended December 31 were as follows (in thousands):

Year Ended December 31,
202320222021
Decrease (increase) in operating assets:
Trade and other receivables$(42,166)$(11,704)$(38,138)
Inventories(33,341)(108,183)(20,848)
Other operating assets(19,528)(6,121)(1,516)
Increase (decrease) in operating liabilities:
Accounts payable(41,873)40,815(6,882)
Accrued liabilities and other4,034(48,614)38,761
Reclamation liabilities(1,466)(1,221)(243)
Other operating liabilities193(12,242)(429)
$(134,147)$(147,270)$(29,295)

Other cash information during the years ended December 31 were as follows (in thousands):

Year Ended December 31,
202320222021
Interest paid$(16,464)$(22,579)$(12,512)
Interest received$14,928$6,633$5,315
Income taxes paid$(33,586)$(145,549)$(58,000)
  1. COMMITMENTS AND CONTINGENCIES

General

Estimated losses from loss contingencies are accrued by a charge to income when information is available prior to the issuance of the financial statements that indicates it is probable that a liability could be incurred, and the amount of the loss can be reasonably estimated. Legal expenses associated with the loss contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

Environmental matters

The Company uses surety bonds to support certain environmental bonding obligations. As of December 31, 2023 and 2022, the Company had surety bonds totaling $142.7 million and $117.4 million outstanding, respectively.

Other commitments and contingencies

As of December 31, 2023, the Company is involved in legal proceedings related to its course of business. Management does not believe that these legal cases will have a material effect on the Company’s financial condition or results of the operation.

On February 13, 2024, the Company suspended operations at Çöpler as a result of a significant slip on the heap leach pad. Refer to Note 24 for further information.

  1. SUBSEQUENT EVENTS

Çöpler Incident

On February 13, 2024, the Company suspended operations at Çöpler as a result of a significant slip on the heap leach pad. The Company is not, at this time, able to estimate or predict when and under what conditions it will resume operations at Çöpler. The Çöpler Incident is a non-adjusting subsequent event and did not impact the Consolidated Financial Statements as of and for the twelve months ended December 31, 2023. The Company continues to evaluate and assess the potential impacts on the business, including but not limited to the extent of the remediation that will be required, the potential legal and regulatory obligations that may arise, the extent of third-party liability, the availability and extent of property and liability insurance, the impact of other contractual obligations, and the extent of impairment on the carrying value of long-lived and other assets.

The heap leach processing used at Çöpler incorporates a number of chemical properties, including sodium cyanide and other reagents. The Turkish government is conducting environmental monitoring of surface water, groundwater, soil and air quality in the region with respect to potential contamination. Public comments from the Turkish government indicate that to date, the testing results have been negative with respect to potential contamination in the locations being monitored. These results are preliminary and additional testing will be conducted in the surrounding area. 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, approximately one-third of the material stacked on the Çöpler oxide heap leach pad, and relocating it to a permanent storage location. The Company is in the process of evaluating the estimated remediation costs and anticipates recording a material remediation liability during the first quarter of 2024.

Legal and regulatory obligations

Although the Company is not aware of any lawsuits or claims filed against the Company or its joint venture partners or other parties related to the Çöpler Incident, there is potential the Çöpler Incident could result in claims for damages, including, claims for loss of life and property or environmental damage, administrative fines, penalties or securities losses. Regulatory officials of Türkiye have begun an investigation of the causes of the Çöpler Incident. In connection with the investigation, the regulatory authorities have chargedsix employees with criminal charges directly related to actions on the day of the Çöpler Incident. The Company is providing its full cooperation to the legal and regulatory officials in connection with the investigation. The Company will recognize any related obligations in accordance with ASC 450 - Contingencies.

Debt covenants and other contractual obligations

At this time, there areno borrowings outstanding on the Second Amended Credit Agreement and the Company is in compliance with its covenants under the Second Amended Credit Agreement. The Company does not have any financial covenants in relation to the 2019 Notes, however it does contain a cross default provision with the Second Amended Credit Agreement.

Impairment of long-lived and other assets

The Company anticipates recording an impairment of leach pad inventory and specific mineral properties, plant and equipment (“MPP&E”) related to the leach pad directly impacted by the Çöpler Incident and will evaluate the Çöpler long-lived asset group, which totaled $2,689.9 million as of December 31, 2023, for impairment during the first quarter of 2024. As of December 31, 2023, the Çöpler leach pad inventory of $73.3 million represents 19% of Çöpler's total inventory and 10% of the Company's total inventory. As of December 31, 2023, the Çöpler MPP&E related to the leach pad of $32.1 million represents 1.0% of Çöpler's total MPP&E and 0.8% of the Company's total MPP&E.

Dividends and repurchase of common shares

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. Additionally, 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. The Company does not know at this time when it may resume share repurchases.

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