SSR MINING INC

The Company continues to analyze its liquidity position subsequent to the Çöpler Incident, taking into consideration its available cash and cash equivalents; expected revenues and operating and capital expenditures for the Company’s other three mines; potential penalties and fines, restitution, and legal obligations; estimates of reclamation and remediation related costs; and care and maintenance expenditures at Çöpler over the next twelve months. As of December 31, 2024, the Company had $387.9 million of cash and cash equivalents, and the Company has no borrowings outstanding on the Second Amended Credit Agreement at this time. Each of the Company’s three other mines operates independently and are not dependent on cash flows or operational synergies associated with Çöpler. Based on this analysis, the Company believes that its current liquidity position is sufficient to sustain the operational needs for the Company’s three other mines, as well as satisfy reclamation and remediation related costs, monitoring and care and maintenance efforts at Çöpler, for the next twelve months without needing to borrow under its Second Amended Credit Agreement, including after taking into consideration any cash outlays contemplated by the previously announced CC&V transaction. The Company anticipates funding the initial cash payment of the CC&V transaction using cash on hand. The Company may still elect to borrow under the Second Amended Credit Agreement or seek alternate sources of capital for any liquidity needs. All debts, liabilities and obligations under the Second Amended Credit Agreement are guaranteed by the Company’s material subsidiaries and secured by certain of the Company’s assets and material subsidiaries and pledges of the securities of the Company’s material subsidiaries, but does not include the Çöpler assets and subsidiaries and other Alacer entities.

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

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

Cash and Cash Equivalents

At December 31, 2024, the Company had $387.9 million of cash and cash equivalents, a decrease of $104.6 million from December 31, 2023. Refer to the Cash Flows section below for additional detail of the Company’s cash flow activities. The Company held $349.0 million of its cash and cash equivalents balance in USD. Additionally, the Company held cash and cash equivalents of $26.9 million, $9.0 million and $2.4 million in ARS, CAD and TRY, respectively.

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

Debt

Credit Agreement

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

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

Cash Dividends

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

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

Share Repurchase Plan / NCIB

During the year ended December 31, 2024, and 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. No shares have been repurchased since the Çöpler Incident.

The Board authorized a new NCIB (the “2023 NCIB”) on June 16, 2023, to repurchase up to an aggregate of 10.2 million common shares on the Nasdaq, the TSX and/or other exchanges and alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules. On November 27, 2023, in connection with the 2023 NCIB, the Company entered into an automatic share purchase plan with its broker to allow for the repurchase of shares at times when the Company ordinarily would not be active in the market due to regulatory restrictions and customary self-imposed blackout periods.

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

The Company’s working capital as of December 31, 2024, together with future cash flows from operations, are expected to be sufficient to fund planned activities and commitments.

Cash Flows

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

Cash provided by operating activities

For the year ended December 31, 2024, cash provided by operating activities was $40.1 million compared to $421.7 million for the year ended December 31, 2023. The decrease in cash provided by operating activities is mainly due to a 44.2% decrease in gold equivalent ounces sold as well as an increase in expenditures for remediation and care and maintenance primarily related to the suspension of operations at Çöpler, partially offset by a favorable working capital change and a 22.0% higher average realized gold price in 2024 as compared to 2023.

Cash (used in) provided by investing activities

For the year ended December 31, 2024, cash used in investing activities was $143.1 million compared to $339.3 million for the year ended December 31, 2023. The decrease in cash used in investing activities is mainly due to spend of $120.0 million for the acquisition of the Hod Maden project in 2023 and lower capital expenditures of $79.9 million in 2024 as compared to 2023.

Cash (used in) provided by financing activities

For the year ended December 31, 2024, cash provided by (used in) financing activities was $6.9 million compared to $(182.3) million for the year ended December 31, 2023. The change was primarily due to lower repayments of debt of $70.2 million, lower dividends paid of $57.7 and a decrease in the purchases and cancellation of common shares in the amount of $46.5 million in 2024 compared to 2023.