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SSR MINING INC

For the period ended Sep 30, 2024. Filed Nov 6, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 6, 2024

SSRM$29.67+4.5%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements (unaudited)

  1. THE COMPANY

SSR Mining Inc. and its subsidiaries (collectively, “SSR Mining” or the “Company”) is a precious metals mining company with four producing assets located in the United States, Türkiye, Canada and Argentina. The Company is principally engaged in the operation, acquisition, exploration and development of precious metal resource properties located in Türkiye and the Americas. The Company produces gold doré as well as copper, silver, lead and zinc concentrates. The Company’s properties include Çöpler Gold Mine (“Çöpler”) in Erzincan, Türkiye, Marigold mine (“Marigold”) in Nevada, USA, Seabee Gold Operation (“Seabee”) in Saskatchewan, Canada, and Puna Operations (“Puna”) in Jujuy, Argentina. The Company also has development projects that it seeks to advance, as market and project conditions permit.

SSR Mining is incorporated under the laws of the Province of British Columbia, Canada. The Company's common shares are listed on the Toronto Stock Exchange (“TSX”) in Canada and the Nasdaq Global Select Market (“Nasdaq”) in the U.S. under the symbol “SSRM” and the Australian Securities Exchange (“ASX”) in Australia under the symbol “SSR.”

On August 21, 2024, the Company evacuated and suspended operations at Seabee due to forest fires in the vicinity of the mine. Following the containment of the fires, employees were cleared to return to the site in late September 2024, and mining operations restarted at Seabee on October 11, 2024. The process plant and Santoy mine were not materially impacted by the fires, but remote equipment including power poles, piping, and exploration equipment was damaged. See Note 14 for further details.

On February 13, 2024, the Company suspended all operations at Çöpler as a result of a significant slip on the heap leach pad (the “Çöpler Incident”). See Note 3 for further details.

  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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; and Deferred income tax assets 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 United States dollars (“USD”). Any fluctuation in the exchange rate of the Turkish Lira (“TRY”), Canadian Dollar (“CAD”), Argentine Peso (“ARS”), or the currency of any other country in which the Company operates, against the USD could 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.

The Company's business may also be impacted by physical risks that can impact each of its properties, such as those experienced in connection with the Çöpler Incident.

Basis of Presentation

The Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and do not include all information and disclosures required by generally accepted accounting principles in the United States. Therefore, this information should be read in conjunction with SSR Mining Inc.’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 27, 2024. The information furnished herein reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods reported. All such adjustments are, in the opinion of management, of a normal recurring nature. The results for the three and nine month periods ended September 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Recently Issued Accounting Pronouncements

In March 2024, the U.S. Securities and Exchange Commission (“SEC”) issued Final Rule 33-11275 “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (“Final Rule”). The Final Rule requires disclosures regarding information about a registrant's climate-related risks that have a material impact on, or are reasonably likely to have a material impact on, its business strategy, results of operations, or financial condition. In addition, certain disclosures related to capitalized costs, expenditures, and losses incurred as a result of severe weather events and other natural conditions will be required to be disclosed in the footnotes to the audited financial statements. The Final Rule is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. On April 4, 2024, the SEC stayed the rules pending the resolution of certain legal challenges. The Company is currently evaluating the impact of the rules on the consolidated financial statements.

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 standard is effective beginning with 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 of the guidance 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 standard 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 does not expect the adoption to have a material impact on the consolidated financial statements or disclosures.

  1. ÇÖPLER INCIDENT

On February 13, 2024, the Company suspended all operations at Çöpler as a result of the Çöpler Incident. The Company, in partnership with the Turkish authorities, has continued to progress remediation efforts. The Company is not, at this time, able to estimate or predict when and under what conditions it will resume operations at Çöpler. During the suspension, Care and maintenance was recorded in the Statements of Operations which represents direct costs not associated with the environmental reclamation and remediation of $16.5 million and depreciation of $13.3 million for the three months ended September 30, 2024. For the nine months ended September 30, 2024, the Company incurred direct costs not associated with the environmental reclamation and remediation of $41.5 million and depreciation of $33.2 million.

Reclamation and remediation liabilities

As of March 31, 2024, the Company estimated a preliminary cost range of $250.0 to $300.0 million for future reclamation and remediation costs related to the Çöpler Incident, in addition to the approximately $22.5 million incurred during the first quarter of 2024. The Company accrued approximately $250.0 million as of March 31, 2024, which represents the low end of the estimated cost range. The Company continues to evaluate the remediation costs; however, no adjustments were made to the total estimated reclamation and remediation costs during the second or third quarter of 2024.

Reclamation

During the first quarter of 2024, the Company recorded an $11.2 million revision to the reclamation liability to reflect changes in the timing and extent of the closure of the heap leach pad as a result of the Çöpler Incident. The revision was recorded in Reclamation and remediation costs in the Condensed Consolidated Statements of Operations.

Remediation

During the first quarter of 2024, the Company recorded a remediation liability of $261.7 million as a result of the Çöpler Incident. The remediation activities include movement of the debris out of the Sabırlı Valley and Manganese pit, sloping and stabilization of the heap leach pad in preparation for permanent closure, construction of a permanent storage facility for the debris, and management of surface and ground water in the Sabırlı Valley. The costs incurred and the remediation liability were recorded in Reclamation and remediation costs in the Condensed Consolidated Statements of Operations.

Changes in Reclamation and Remediation liabilities related to the Çöpler Incident during thenine months ended September 30, 2024 were as follows (in thousands):

2024
Balance as of January 1$—
Initial estimate of reclamation and remediation costs272,903
Expenditures(22,466)
Balance as of March 31250,437
Additions, changes in estimate and other—
Expenditures(54,969)
Balance as of June 30195,468
Additions, changes in estimate and other—
Expenditures(48,324)
Balance as of September 30147,144
Less: current portion90,055
Non-current reclamation and remediation liabilities$57,089

Impairment charges

As a result of the Çöpler Incident, the Company plans to permanently close the heap leach pad; therefore, the Company fully impaired the heap leach pad inventory and related heap leach pad processing facilities. Accordingly, during the first quarter of 2024, the Company recorded non-cash impairment charges of $76.0 million related to Inventoriesand $38.2 million related to Mineral properties, plant and equipment, net, for a total non-cash impairment charge of $114.2 million.

Contingencies and other legal matters

The Company may be subject to additional legal costs and expenses due to the Çöpler Incident. During the first quarter of 2024, the Company recorded $15.3 million of contingencies related to the Çöpler Incident in Other operating expense (income), net in the Condensed Consolidated Statements of Operations and Accrued liabilities and other in the Condensed Consolidated Balance Sheets. During the third quarter of 2024, the Company revised the estimate of Çöpler Incident related costs and recognized a gain of $7.9 million, included in Other operating expense (income), net. See Note 20 for additional information.

Changes in contingencies related to the Çöpler Incident during thenine months ended September 30, 2024 were as follows (in thousands):

2024
Balance as of January 1$—
Initial estimate of contingencies15,310
Balance as of March 3115,310
Payments(2,711)
Balance as of June 3012,599
Change in estimate(7,850)
Payments(3,749)
Balance as of September 30$1,000
  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 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. The Company incurred transaction costs of approximately $0.4 million in connection with the Transaction included in Other operating expense (income), net in the Condensed Consolidated Statements of Operations. The assets acquired are included in the Corporate and other operating segment.

Divestitures

Divestiture of San Luis

On May 23, 2024, the Company completed the sale of the San Luis project located in the Ancash department of central Peru to Highlander Silver Corp. (“Highlander Silver”) in exchange for cash of $5.0 million and contingent consideration in the form of cash payments of up to $37.5 million. The Company recognized a gain of $6.7 million included in Other operating expense (income), net in the Consolidated Statements of Operations, calculated as the difference between the fair value of consideration received and the carrying amount of the net assets sold. The fair value of the contingent consideration on the closing date was $2.4 million and is payable infive installments beginning with the commencement of an initial drilling program at the San Luis project and ending on the second anniversary of commercial production. The consideration received does not include certain payments that are contingent upon completion of a feasibility study and commercial production as the consideration is variable and constrained under ASC 606. The consideration will be recorded as a gain in the period in which it is probable that a significant reversal will not occur, which is expected upon advancement of the San Luis project and achievement of project development milestones. The assets were included in Corporate and other in Note 5. The Company retained a 4.0% net smelter return royalty (“NSR”) on the San Luis project, half of which can be repurchased by Highlander Silver for $15.0 million at any time until the commencement of construction.

  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 the Company's chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segments and to assess their performance. All operations at Çöpler ceased on February 13, 2024, following the Çöpler Incident. On August 21, 2024, the Company suspended operations at Seabee due to forest fires in the vicinity of the mine. Seabee successfully restarted mining operations on October 11, 2024.

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

Three Months Ended September 30, 2024
Çöpler (1)MarigoldSeabeePunaSegment TotalCorporate and other (2)Consolidated
Revenue$11,804$119,908$27,897$97,747$257,356$—$257,356
Cost of sales (3)$5,047$74,106$14,404$44,724$138,281$—$138,281
Depreciation, depletion, and amortization$2,706$10,637$7,659$9,441$30,443$—$30,443
Exploration and evaluation$52$2,252$4,132$2,945$9,381$1,983$11,364
Care and maintenance expenses (4)$29,763$—$9,611$—$39,374$—$39,374
Operating income (loss)$(32,721)$31,738$(8,611)$39,772$30,178$(21,141)$9,037
Capital expenditures$1,468$11,057$3,317$4,928$20,770$10,940$31,710
Total assets as of September 30, 2024$2,724,079$813,622$368,662$295,788$4,202,151$941,768$5,143,919

(1)During the three months ended September 30, 2024, Çöpler produced and sold inventory that was in-circuit prior to the Çöpler Incident.

(2)Corporate and other consists of business activities that are not included within the reportable segments and is provided for reconciliation purposes. The exploration, evaluation and development properties and the portfolio of prospective exploration tenures, near or adjacent to the existing operations (near-mine) are included in the respective reportable segment. The greenfield standalone prospects and development projects are included in Corporate and other.

(3)Excludes depreciation, depletion, and amortization.

(4)Care and maintenance expense represents the following: 1) direct costs not associated with the environmental reclamation and remediation costs of $16.5 million and depreciation of $13.3 million during the suspension of operations at Çöpler starting in the first quarter of 2024; and 2) direct costs of $7.7 million and depreciation of $1.9 million during the suspension of operations at Seabee during the third quarter of 2024.

Three Months Ended September 30, 2023
ÇöplerMarigoldSeabeePunaSegment TotalCorporate and other (1)Consolidated
Revenue$114,462$158,620$36,625$75,683$385,390$—$385,390
Cost of sales (2)$69,830$81,464$19,939$43,437$214,670$—$214,670
Depreciation, depletion, and amortization$25,600$13,505$9,015$7,870$55,990$—$55,990
Exploration and evaluation$1,297$132$4,619$3,889$9,937$4,949$14,886
Operating income (loss)$15,274$59,463$2,763$17,040$94,540$(17,075)$77,465
Capital expenditures$26,979$13,259$8,579$5,422$54,239$—$54,239
Total assets as of September 30, 2023$3,258,055$775,957$526,813$314,901$4,875,726$873,934$5,749,660

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

Nine Months Ended September 30, 2024
ÇöplerMarigoldSeabeePunaSegment TotalCorporate and other (1)Consolidated
Revenue$60,376$257,465$122,411$232,179$672,431$—$672,431
Cost of sales (2)$29,471$162,414$56,111$112,768$360,764$—$360,764
Depreciation, depletion, and amortization$12,537$23,821$32,349$23,145$91,852$—$91,852
Exploration and evaluation$1,124$10,318$12,868$3,945$28,255$4,595$32,850
Care and maintenance expenses (3)$74,728$—$9,611$—$84,339$—$84,339
Operating income (loss)$(470,245)$57,837$10,095$89,025$(313,288)$(43,379)$(356,667)
Capital expenditures$11,596$26,584$26,209$11,837$76,226$28,054$104,280
Total assets as of September 30, 2024$2,724,079$813,622$368,662$295,788$4,202,151$941,768$5,143,919

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

(3)Care and maintenance expense represents: 1) direct costs not associated with the environmental reclamation and remediation costs of $41.5 million and depreciation of $33.2 million during the suspension of operations at Çöpler starting in the first quarter of 2024; and 2) direct costs of $7.7 million and depreciation of $1.9 million during the suspension of operations at Seabee during the third quarter of 2024.

Nine Months Ended September 30, 2023
ÇöplerMarigoldSeabeePunaSegment TotalCorporate and other (1)Consolidated
Revenue$322,831$374,594$98,776$204,829$1,001,030$—$1,001,030
Cost of sales (2)$199,425$199,970$61,476$123,736$584,607$—$584,607
Depreciation, depletion, and amortization$68,350$32,062$26,362$20,953$147,727$—$147,727
Exploration and evaluation$3,165$847$13,763$7,260$25,035$14,351$39,386
Operating income (loss)$46,514$130,800$(3,694)$47,815$221,435$(54,056)$167,379
Capital expenditures$50,767$76,528$29,051$9,900$166,246$—$166,246
Total assets as of September 30, 2023$3,258,055$775,957$526,813$314,901$4,875,726$873,934$5,749,660

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

  1. REVENUE

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Gold doré sales
Çöpler$11,804$113,156$60,031$320,157
Marigold119,888158,594257,381374,495
Seabee27,88636,608122,36098,735
Concentrate sales
Puna94,56375,373225,781192,932
Other (1)
Çöpler—1,3063452,674
Marigold20268499
Seabee11175141
Puna3,1843106,39811,897
Total$257,356$385,390$672,431$1,001,030

(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.

Revenue by metal

Revenue by metal type are as follows (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Gold$159,578$308,358$439,772$793,387
Silver80,84562,705189,455152,752
Lead12,96411,40033,33333,431
Zinc7541,2682,9936,749
Other (1)3,2151,6596,87814,711
Total$257,356$385,390$672,431$1,001,030

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

Provisional metal sales

At September 30, 2024, the Company had silver sales of 5.6 million ounces at an average price of $29.58 per ounce, lead sales of 28.0 million pounds at an average price of $0.95 per pound, and zinc sales of 2.0 million pounds at an average price of $1.28 per pound, subject to normal course final pricing over the next several months.

For the three months ended September 30, 2024 and 2023, the change in the fair value of the Company's embedded derivatives relating to provisional concentrate metal sales was an increase of $3.2 million and $0.3 million, respectively. For the nine months ended September 30, 2024 and 2023, the change in the fair value of the Company's embedded derivatives relating to provisional concentrate metal sales was an increase of $6.4 million and $11.9 million, respectively. The changes in fair value have been recorded in Revenue.

  1. INCOME AND MINING TAXES

The Company’s consolidated effective income tax rate was 2.1% for the first nine months of 2024 compared to (8.8)% for the first nine months of 2023. The primary drivers of the changein the effective rate were due to foreign currency fluctuations and changes in the valuation allowance. The Company’s statutory tax rate for the period is 27.0%. The effective rate differs from the statutory rate primarily due to foreign currency fluctuations and changes in the valuation allowance.

On June 19, 2024, Canada’s Bill C-69, Budget Implementation Act, 2024, No. 1, received third reading in the Canadian House of Commons and Pillar Two became substantively enacted for Canadian financial reporting purposes. The legislation is effective for the Company’s financial year beginning January 1, 2024. The Company has limited exposure to taxes under Pillar Two as most of its jurisdictions have an effective tax rate greater than the 15%. However, the Company may have exposure to taxes under Pillar Two in the range of $0 to $10.0 million for the 2024 year.

On July 28, 2024, the Republic of Türkiye enacted Pillar Two legislation and a unique domestic corporate minimum tax of 10%. The Turkish Pillar Two legislation will be effective for tax years beginning on or after January 1, 2024; however, the Company does not anticipate any incremental taxes under this system for 2024, other than those described above. The domestic corporate minimum tax will be effective for tax years beginning on or after January 1, 2025. The Company is still in the process of assessing its potential exposure to the domestic minimum tax for future periods.

  1. OTHER OPERATING EXPENSE (INCOME), NET

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Loss (gain) on sale and disposal of assets, net$466$—$(5,133)$—
Contingencies and expenses related to the Çöpler incident1,600—19,273—
Other taxes4,865—4,865
Other12730214406
Total$7,058$30$19,219$406
  1. OTHER INCOME (EXPENSE)

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Interest income$3,881$6,098$13,682$21,015
Gain (loss) on investments and on marketable security sales2,8668,43711,09819,839
Change in fair value of marketable securities(330)(555)(6,749)565
Gain (loss) on sale of mineral properties, plant, and equipment—(560)—(1,610)
Other2,158(2,042)(721)(3,010)
Total$8,575$11,378$17,310$36,799
  1. INCOME (LOSS) PER SHARE

The Company calculates basic net income (loss) per share using, as the denominator, the weighted average number of common shares outstanding during the period. Diluted net income (loss) 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, Restricted Share Units (“RSUs”), and convertible notes for periods in which the Company has reported net income (loss).

The calculations of basic and diluted net income (loss) per share attributable to SSR Mining shareholders are based on the following (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net income (loss)$6,251$(7,245)$(349,447)$144,135
Net (income) loss attributable to non-controlling interest4,30622,40482,615(24,297)
Net income (loss) attributable to SSR Mining shareholders10,55715,159(266,832)119,838
Interest saving on 2019 Notes, net of tax———3,693
Net income (loss) used in the calculation of diluted net income per share$10,557$15,159$(266,832)$123,531
Weighted average number of common shares issued202,140203,878202,209205,101
Adjustments for dilutive instruments:
Restricted share units307——8
2019 Notes———12,793
Diluted weighted average number of shares outstanding202,447203,878202,209217,902
Net income (loss) per share attributable to SSR Mining shareholders
Basic$0.05$0.07$(1.32)$0.58
Diluted$0.05$0.07$(1.32)$0.57

For the three months ended September 30, 2024, $1.2 million of interest saving on convertible notes, net of tax, and 12,951 common shares were excluded from the diluted income per common share calculation because the effect would be antidilutive.

For the nine months ended September 30, 2024, $3.7 million of interest saving on convertible notes, net of tax,12,921 common shares, and 389 restricted share units 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

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. Refer to Note 12 to the audited consolidated financial statements in the Company’s 2023 Annual Report on Form 10-K for further information on the Company's assets and liabilities measured at fair value. 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 September 30, 2024
Level 1Level 2Level 3Total
Assets:
Cash$334,341$—$—$334,341
Marketable securities (1)34,367——34,367
Trade receivables from provisional sales, net (2)—69,522—69,522
Deferred consideration——25,79925,799
$368,708$69,522$25,799$464,029
Liabilities:
Contingent consideration$—$—$28,156$28,156
Option liability - EMX shares (3)—1,013—1,013
Other—368—368
$—$1,381$28,156$29,537

(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 an EMX common share from SSR, was determined using the Black-Scholes model. The inputs to the Black-Scholes model as of September 30, 2024 included the EMX stock price of CAD $2.41 per share, exercise price of CAD $2.27 per unit, three-month maturity, three-month risk-free rate of 4.7%, and annualized volatility of 36.4%.

Fair value at December 31, 2023
Level 1Level 2Level 3Total
Assets:
Cash$492,393$—$—$492,393
Restricted cash101——101
Marketable securities (1)28,351——28,351
Trade receivables from provisional sales, net (2)—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

(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 an EMX common share from SSR, was determined using the Black-Scholes model. The inputs to the Black-Scholes model as of December 31, 2023 included the EMX stock price 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 the consolidated financial statements (in thousands):

Nine Months Ended September 30,
20242023
Deferred consideration assets:
Balance as of January 1$21,213$24,369
Revaluations2,208(1,055)
Additions2,378—
Collections—(474)
Balance as of September 30$25,799$22,840
Nine Months Ended September 30,
20242023
Contingent consideration liabilities:
Balance as of January 1$29,648$—
Assumption of deferred consideration—28,600
Revaluations(1,492)617
Balance as of September 30$28,156$29,217

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

The fair value of the 2019 Notes as compared to the carrying amounts were as follows (in thousands):

September 30, 2024 · December 31, 2023
LevelCarrying amountFair valueCarrying amountFair value
2019 Notes (1)1$228,305$216,545$227,516$216,545

(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.

  1. TRADE AND OTHER RECEIVABLES

The components of Trade and other receivables are as follows (in thousands):

September 30, 2024December 31, 2023
Trade receivables$73,297$91,340
Value added tax receivables22,13730,554
Income tax receivable1,0453,172
Other taxes receivable14,66511,734
Other3,6505,380
Total$114,794$142,180

No provision for credit loss was recognized as of September 30, 2024 or December 31, 2023. All trade receivables are expected to be settled within twelve months.

  1. INVENTORIES

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

September 30, 2024December 31, 2023
Materials and supplies$116,072$104,217
Stockpiled ore58,40677,142
Leach pad inventory297,352305,271
Work-in-process6,2897,189
Finished goods16,49921,324
Total current inventories494,618515,143
Stockpiled ore253,073218,139
Materials and supplies—1,669
Total non-current inventories$253,073$219,808

No write-down of inventory was recognized during the three months ended September 30, 2024.

During the three months ended September 30, 2023, the Company recognized write-downs of leach pad inventory at Çöpler of $7.2 million, with $5.0 million classified as a component of Cost of sales and $2.2 million classified as a component of Depreciation, depletion and amortization.

During the nine months ended September 30, 2024, following the Çöpler Incident, the Company recognized an impairment of leach pad inventory at Çöpler of $76.0 million classified as a component of Impairment charges. See Note 3 for further information relating to the impairment of inventories.

During the nine months ended September 30, 2023, the Company recognized write-downs of leach pad inventory at Çöpler of $9.2 million, with $6.3 million classified as a component of Cost of sales and $2.9 million classified as a component of Depreciation, depletion and amortizationin the Condensed Consolidated Statements of Operations.

  1. MINERAL PROPERTIES, PLANT AND EQUIPMENT, NET

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

September 30, 2024December 31, 2023
Plant and equipment (1)$1,870,780$1,889,634
Construction in process118,83686,304
Mineral properties subject to depletion2,105,6662,085,678
Mineral properties not yet subject to depletion884,085878,712
Exploration and evaluation assets253,841253,842
Total mineral properties, plant, and equipment5,233,2085,194,170
Accumulated depreciation, plant and equipment(778,122)(714,579)
Accumulated depletion, mineral properties(657,415)(606,705)
Mineral properties, plant, and equipment, net$3,797,671$3,872,886

(1)As of September 30, 2024 and December 31, 2023, plant and equipment includes finance lease right-of-use assets with a carrying amount of $81.0 million and $84.7 million, respectively.

During thethree months ended September 30, 2024, the Company concluded that certain plant and equipment at Seabee was impaired and recorded a non-cash impairment of $0.4 million as a result of damage to remote equipment in the forest fires. No impairment was recognized for the three months ended September 30, 2023.

During the nine months ended September 30, 2024, the Company concluded that certain mineral properties, plant and equipment at Seabee and Çöpler were impaired and recorded non-cash impairments of $0.4 million and $114.2 million, respectively. See Note 3 for further information relating to impairment of mineral properties, plant and equipment at Çöpler. No impairment was recognized for the nine months ended September 30, 2023.

  1. ACCRUED LIABILITIES AND OTHER

The components of Accrued liabilities and other are as follows (in thousands):

September 30, 2024December 31, 2023
Accrued liabilities$86,081$66,478
Royalties payable10,25628,550
Stock-based compensation liabilities5,0789,048
Income taxes payable15,29116,392
Lease liabilities1,5721,545
Other202,626
Total accrued liabilities and other$118,298$124,639
  1. DEBT

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

September 30, 2024December 31, 2023
2019 Notes (1)$228,305$227,516
Other—920
Total carrying amount$228,305$228,436
Current Portion$—$920
Non-Current Portion$228,305$227,516

(1)Amount is net of discount and debt issuance costs of $1.7 million and $2.5 million, respectively.

As of September 30, 2024, the Company was in compliance with its covenants. For further details on the Company’s indebtedness, see Note 20 to the audited consolidated financial statements in the Company’s 2023 Annual Report on Form 10-K.

  1. EQUITY

Repurchase of common shares

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. On November 27, 2023, in connection with the 2023 NCIB, the Company entered into an automatic share purchase plan with its broker to allow for the repurchase of shares at times when the Company ordinarily would not be active in the market due to regulatory restrictions and customary self-imposed blackout periods. Following the Çöpler Incident, the Company terminated 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.

During the three months ended September 30, 2024, no common shares were repurchased. Prior to the Çöpler Incident, the Company purchased 1,117,100 of its outstanding common shares at an average share price of $8.79 per share for total consideration of $9.8 million. All shares were cancelled upon purchase. The difference of $6.6 million between the total amount paid and the amount deducted from common shares of $16.4 million was recorded as an increase 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. No shares have been repurchased since the Çöpler Incident.

During the three months ended September 30, 2023, no common shares were repurchased. During the nine months ended September 30, 2023, the Company purchased 3,026,993 of its outstanding common shares at an average share price of $14.97 per share for total consideration of $45.3 million. All shares were cancelled upon purchase. During thenine months ended, the difference of $0.9 million between the total amount paid and the amount deducted from common shares of $44.4 million was recorded as a direct charge 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.

  1. SUPPLEMENTAL CASH FLOW INFORMATION

Net change in operating assets and liabilities were as follows (in thousands):

Nine Months Ended September 30,
20242023
Decrease (increase) in operating assets:
Trade and other receivables$16,621$(22,143)
Inventories(77,929)(41,936)
Other operating assets1,706(8,563)
Increase (decrease) in operating liabilities:
Accounts payable(10,278)(25,561)
Accrued liabilities and other(4,980)(19,085)
Other operating liabilities(2,761)(381)
$(77,621)$(117,669)

Other cash information was as follows (in thousands):

Nine Months Ended September 30,
20242023
Interest paid$(7,029)$(14,724)
Interest received$13,014$11,858
Income taxes paid$(22,987)$(25,434)
  1. RELATED PARTY TRANSACTIONS

Related party loan

Artmin entered into loan agreements with Horizon, as lender, to fund Horizon’s portion of working capital spend of the Hod Maden project. The loans are unsecured and bear interest at the credit default swap premium of Türkiye plus a fixed spread of 4.0% at the end of each calendar quarter. The loans mature five years from the close date ranging from June 2028 to August 2029. Artmin’s loans with Horizon had a total borrowing capacity of $15.4 million, of which $14.0 million was outstanding as of September 30, 2024. The liability is included in Debt, related party in the Condensed Consolidated Balance Sheets. As of September 30, 2024, no repayments have been made. Interest expense for these loans totaled $0.2 million and $0.1 million for the three months ended September 30, 2024 and 2023, respectively. Interest expense for these loans totaled $0.5 million and $0.1 million for the nine months ended September 30, 2024 and 2023, respectively. The interest expense on the loan is included in Interest expense in the Condensed Consolidated Statements of Operations.

Related party line of credit

During 2024, the Company’s majority owned subsidiary, Anagold Madenncilik Sanayi ve Ticaret A.Ş, entered into loan agreements with Aktif Bank, as lender, to fund Lidya Mines’ portion of reclamation and environmental obligations. Aktif Bank is a wholly owned subsidiary of Calik Holding. Calik Holding owns 100% of Lidya Mines, which is the Company’s joint venture partner. The loan agreements provide for a non-revolving credit facility in an aggregate principal amount of up to $11.0 million and matures August 8, 2025, and bears interest at the rate of 10.0% per annum. The loans are guaranteed by Lidya Madencilik Sanayi ve Ticaret A.Ş. As of September 30, 2024, the outstanding balance of the loan was $11.0 million and is included in Current portion of debt, related party in the Condensed Consolidated Balance Sheets. As of September 30, 2024, no repayments have been made. Interest expense totaled $0.1 million for the three and nine months ended September 30, 2024. The interest expense on the loan is included in Interest expense in the Condensed Consolidated Statements of Operations.

  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 by 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 September 30, 2024 and December 31, 2023, the Company had surety bonds totaling $156.0 million and $142.7 million outstanding, respectively.

Other commitments and contingencies

During the first quarter of 2024, the Company recorded $15.3 million of contingencies related to the Çöpler Incident in Other operating expense (income), net in the Condensed Consolidated Statements of Operations and Accrued liabilities and other in the Condensed Consolidated Balance Sheets as of March 31, 2024. During the third quarter of 2024, the Company revised the estimate of Çöpler Incident related costs and recognized a gain of $7.9 million, included in Other operating expense (income), net. See Note 3 for further details.

Following the Çöpler Incident, the Company has been named as a defendant in securities class actions in the United States and Canada and is subject to various risks and contingencies arising in the normal course of business. Based on the information currently available to the Company, no liability has been recorded for these lawsuits because the Company believes that any such liability is not probable and reasonably estimable at this time.

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