SSR MINING INC.
For the period ended Dec 31, 2025. Filed Feb 17, 2026.
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FY2025 · Filed Feb 17, 2026
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
To the Board of Directors and Shareholders of SSR Mining Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of SSR Mining Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of changes of equity and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded certain elements of the internal control over financial reporting of Cripple Creek and Victor Gold Mine (“CC&V”) from its assessment of the Company’s internal control over financial reporting as of December 31, 2025 because it was acquired by the Company in a purchase business combination during 2025. Subsequent to the acquisition, certain elements of CC&V’s internal control over financial reporting and related processes were integrated into the Company’s existing systems and internal control over financial reporting. Those controls that were not integrated have been excluded from management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2025. We have also excluded these elements of the internal control over financial reporting of CC&V from our audit of the Company’s internal control over financial reporting. The excluded elements represent controls over approximately 2.0% of consolidated assets and 0.0% of the consolidated revenues.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Acquisition of Cripple Creek and Victor Gold Mine – Valuation of Inventories, Mineral Properties, and Reclamation Liabilities
As described in Note 3 to the consolidated financial statements, on February 28, 2025, the Company acquired CC&V from Newmont Corporation for $100 million in upfront consideration and up to $175 million in additional milestone-based payments. The acquisition included the recognition of $190 million of inventories, $325 million of mineral properties, plant and equipment, of which a majority relates to mineral properties, and $221 million of reclamation liabilities. The acquisition of CC&V was accounted for as a business combination, which requires the measurement of assets acquired and liabilities assumed at their respective fair values as of the acquisition date. The fair value estimates were based on income, market and cost valuation methods. The fair value of the (a) inventories were based on a net realizable value approach, and the assumptions include future estimated gold prices, forecasted costs to complete, and discount rate; (b) mineral properties were estimated using a market approach, and the assumptions include metal price, reserve cut-off grade, operating and capital costs, and market multiples; and (c) reclamation liabilities were based on the expected amounts and timing of cash flows of closure activities and discounted to present value, and assumptions include costs and timing of key closure activities based on the life of mine plans, an inflation rate, and credit-adjusted risk-free rates. The reserve cut-off grade assumption was developed by mining engineer specialists.
The principal considerations for our determination that performing procedures relating to the valuation of the inventories and mineral properties acquired and the reclamation liabilities assumed in the acquisition of CC&V is a critical audit matter are (i) the significant judgment by management, including the use of management’s specialist related to the reserve cut-off grade assumption for mineral properties, when developing the fair value estimate of inventories, mineral properties, and reclamation liabilities; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) future estimated gold prices, forecasted costs to complete, and discount rate for inventories, (b) reserve cut-off grade and market multiples for mineral properties, and (c) costs and timing of key closure activities based on the life of mine plans, inflation rate, and credit-adjusted risk free rates for reclamation liabilities (collectively referred to as “management’s significant assumptions for the assets acquired and liabilities assumed”); and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the inventories and mineral properties acquired and the reclamation liabilities assumed. The procedures performed also included, among others, (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of inventories, mineral properties and reclamation liabilities; (iii) evaluating the appropriateness of the valuation approaches used by management, related to the net realizable value approach for inventories, market approach for mineral properties, and discounted cash flow method for reclamation liabilities (collectively, the “valuation approaches”); (iv) testing the completeness and accuracy of underlying data used in the valuation approaches; and (v) evaluating the reasonableness of management’s significant assumptions for the assets acquired and liabilities assumed. Evaluating management’s assumptions related to future estimated gold prices and forecasted costs to complete for inventories and inflation rate for reclamation liabilities involved evaluating whether these assumptions were reasonable considering (i) the past and anticipated performance of the Company and CC&V based on observable market data and (ii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the valuation approaches and (ii) the reasonableness of the assumptions related to discount rate for inventories, reserve cut-off grade and market multiples for mineral properties, and costs and timing of key closure activities based on the life of mine plans and the credit-adjusted risk free rates for reclamation liabilities. The work of management’s specialist was used in performing certain procedures to evaluate the reasonableness of the reserve cut-off grade assumption used in the valuation of mineral properties. As a basis for using this work, the specialist’s qualifications were understood and the Company’s relationship with the specialist was assessed. The procedures performed also included evaluation of the methods and assumptions used by the specialists, tests of the completeness and accuracy of certain data used by the specialist, and an evaluation of the specialist’s findings.
/s/PricewaterhouseCoopers LLP
Denver, Colorado
February 17, 2026
We have served as the Company's auditor since 2024.
To the Board of Directors and Shareholders of SSR Mining Inc.
Opinion on the Financial Statements
We have audited the consolidated statements of operations, of changes in equity and of cash flows of SSR Mining Inc. and its subsidiaries (the “Company”) for the year ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, Canada
February 27, 2024
We served as the Company’s auditor from 1989 to 2024.
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Revenue | $1,629,637 | $995,618 | $1,426,927 |
| Operating costs and expenses: | |||
| Cost of sales (1) | 653,303 | 514,032 | 804,147 |
| Depreciation, depletion, and amortization | 116,178 | 130,192 | 214,012 |
| General and administrative expense | 107,823 | 62,885 | 67,457 |
| Exploration and evaluation | 37,131 | 41,804 | 50,185 |
| Reclamation and remediation costs | 88,924 | 296,871 | 8,698 |
| Impairment charges of long-lived and other assets | — | 114,599 | 361,612 |
| Impairment charges of goodwill | — | — | 49,786 |
| Care and maintenance | 151,769 | 120,280 | — |
| Other operating expense (income), net | 13,067 | 37,240 | 1,274 |
| Operating income (loss) | 461,442 | (322,285) | (130,244) |
| Other income (expense): | |||
| Interest expense | (14,575) | (13,028) | (16,616) |
| Other income (expense) | 26,346 | 26,270 | 50,151 |
| Foreign exchange gain (loss) | (30,065) | (9,691) | (105,699) |
| Total other income (expense) | (18,294) | 3,551 | (72,164) |
| Income (loss) before income and mining taxes | 443,148 | (318,734) | (202,408) |
| Income and mining tax benefit (expense) | (80,245) | (33,302) | 82,534 |
| Equity income (loss) of affiliates | (486) | (546) | (351) |
| Net income (loss) | 362,417 | (352,582) | (120,225) |
| Net (income) loss attributable to non-controlling interest | 33,337 | 91,305 | 22,218 |
| Net income (loss) attributable to SSR Mining shareholders | $395,754 | $(261,277) | $(98,007) |
| Weighted average common shares | |||
| Basic | 202,745 | 202,258 | 204,714 |
| Diluted | 217,026 | 202,258 | 204,714 |
| Net income (loss) per share attributable to SSR Mining shareholders | |||
| Basic | $1.95 | $(1.29) | $(0.48) |
| Diluted | $1.85 | $(1.29) | $(0.48) |
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Operating activities | |||
| Net income (loss) | $362,417 | $(352,582) | $(120,225) |
| Adjustments for: | |||
| Depreciation, depletion, and amortization | 116,178 | 130,192 | 214,012 |
| Reclamation and remediation costs | 88,924 | 296,871 | 8,698 |
| Payments for reclamation and remediation costs | (26,267) | (129,253) | (1,466) |
| Deferred income taxes | (45,861) | (21,870) | (134,843) |
| Stock-based compensation | 44,561 | 4,724 | 5,170 |
| Change in fair value of marketable securities | (9,497) | (7,676) | (4,221) |
| Non-cash fair value adjustment on acquired inventories | — | 2,830 | 18,272 |
| Write-down of inventory | 2,688 | 501 | 12,595 |
| Loss (gain) on sale and disposal of assets, net | 2,131 | (3,245) | 1,369 |
| Impairment charges of long-lived and other assets | — | 114,599 | 361,612 |
| Impairment charges of goodwill | — | — | 49,786 |
| Change in fair value of deferred and contingent consideration | 18,953 | (2,792) | 3,731 |
| Other taxes | 4,267 | 7,639 | — |
| Loss (gain) on foreign exchange | 16,261 | 17,454 | 138,555 |
| Non-cash care and maintenance | 60,788 | 49,286 | — |
| Other operating activities | 8,968 | 5,717 | 1,361 |
| Net change in operating assets and liabilities | (172,658) | (72,265) | (132,681) |
| Net cash provided by operating activities | 471,853 | 40,130 | 421,725 |
| Investing activities | |||
| Additions to mineral properties, plant and equipment | (230,204) | (143,534) | (223,422) |
| Acquisitions, net (1) | (105,960) | — | (119,925) |
| Purchases of marketable securities | (101,581) | (31,302) | (15,497) |
| Proceeds from sales of marketable securities | 97,392 | 27,321 | 19,666 |
| Proceeds from sale of mineral properties, plant and equipment | — | 4,853 | — |
| Other investing activities | 656 | (454) | (83) |
| Net cash provided by (used in) investing activities | (339,697) | (143,116) | (339,261) |
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Financing activities | |||
| Repayment of debt, principal | $— | $(920) | $(71,153) |
| Proceeds from the issuance of debt, related party | 33,630 | 22,244 | 6,544 |
| Repurchase of common shares | — | (9,825) | (56,315) |
| Principal payments on finance leases | (4,936) | (4,581) | (3,870) |
| Dividends paid | — | — | (57,670) |
| Other financing activities | (2,524) | — | 208 |
| Net cash provided by (used in) financing activities | 26,170 | 6,918 | (182,256) |
| Effect of foreign exchange rate changes on cash and cash equivalents | (11,374) | (8,544) | (96,820) |
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 146,952 | (104,612) | (196,612) |
| Cash, cash equivalents, and restricted cash, beginning of year | 387,882 | 492,494 | 689,106 |
| Cash, cash equivalents, and restricted cash, end of year | $534,834 | $387,882 | $492,494 |
| Reconciliation of cash, cash equivalents, and restricted cash: | |||
| Cash and cash equivalents | $534,834 | $387,882 | $492,393 |
| Restricted cash (2) | — | — | 101 |
| Total cash, cash equivalents, and restricted cash | $534,834 | $387,882 | $492,494 |
(1)Acquisitions, net for the year ended December 31, 2025 is comprised of $106.0 million of cash paid in the acquisition of CC&V. Acquisitions, net for the year ended December 31, 2023 is comprised of $120.0 million of cash paid in the acquisition of the Hod Maden, net of approximately $0.1 million of cash and cash equivalents acquired.
(2)For the year ended December 31, 2023, in connection to the repayment and termination of the Term Loan, $0.1 million of restricted cash was released.
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| ASSETS | ||
| Cash and cash equivalents | $534,834 | $387,882 |
| Marketable securities | 40,779 | 29,465 |
| Trade and other receivables | 136,721 | 124,438 |
| Inventories | 516,321 | 464,074 |
| Prepaids and other current assets | 34,917 | 23,175 |
| Prepaids, related party | 23,549 | — |
| Total current assets | 1,287,121 | 1,029,034 |
| Mineral properties, plant and equipment, net | 4,133,254 | 3,782,867 |
| Inventories | 603,842 | 291,212 |
| Deferred income tax assets | 4,857 | 7,602 |
| Other non-current assets | 64,824 | 78,305 |
| Total assets (1) | $6,093,898 | $5,189,020 |
| LIABILITIES | ||
| Accounts payable | $40,854 | $30,538 |
| Accrued liabilities and other | 209,288 | 139,381 |
| Reclamation and remediation liabilities | 34,193 | 33,166 |
| Finance lease liabilities | 6,757 | 4,792 |
| Current portion of debt | 229,640 | — |
| Current portion of debt, related party | 11,000 | 11,000 |
| Contingent consideration liabilities | 86,625 | — |
| Total current liabilities | 618,357 | 218,877 |
| Debt | — | 228,572 |
| Debt, related party | 51,419 | 17,789 |
| Finance lease liabilities | 76,344 | 81,373 |
| Reclamation and remediation liabilities | 597,290 | 312,671 |
| Deferred income tax liabilities | 287,489 | 327,277 |
| Contingent consideration liabilities | 106,356 | 29,642 |
| Other non-current liabilities | 42,389 | 25,958 |
| Total liabilities (1) | 1,779,644 | 1,242,159 |
| EQUITY | ||
| Common shares – unlimited authorized common shares with no par value; 203,001 and 202,369 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | 2,998,654 | 2,993,678 |
| Retained earnings | 509,119 | 113,365 |
| SSR Mining’s shareholders’ equity | 3,507,773 | 3,107,043 |
| Non-controlling interest | 806,481 | 839,818 |
| Total equity | 4,314,254 | 3,946,861 |
| Total liabilities and equity | $6,093,898 | $5,189,020 |
(1)The consolidated assets as of December 31, 2025 and December 31, 2024 include $3,467.5 million and $3,426.1 million, respectively, of assets of variable interest entities (“VIEs”) that can only be used to settle the obligations of the VIEs. As of December 31, 2025 and December 31, 2024, the assets include Cash and cash equivalents of $15.4 million and $17.5 million, respectively; Trade and other receivables of $3.0 million and $2.6 million, respectively; Inventories, current of $27.5 million and $59.2 million, respectively; Prepaids and other current assets of $12.4 million and $3.7 million, respectively; Prepaids, related partyof $23.5 million andnil, respectively; Mineral properties, plant and equipment, netof $3,105.9 million and $3,089.5 million, respectively; Inventories, non-current of $274.9 million and $246.5 million, respectively; and Other non-current assets of $4.9 million and $7.2 million, respectively. The consolidated liabilities as of December 31, 2025 and December 31, 2024 include $570.3 million and $538.4 million, respectively, of liabilities of VIEs whose creditors have no recourse to the Company. As of December 31, 2025 and December 31, 2024, the liabilities include Accounts payable of $15.3 million and $8.5 million, respectively; Accrued liabilities and other of $29.8 million and $23.5 million, respectively; Reclamation and remediation liabilities, current of $25.4 million and $33.1 million, respectively; Finance lease liabilities, non-current of $76.3 million and $81.4 million, respectively; Reclamation and remediation liabilities, non-current of $207.1 million and $155.0 million, respectively; Deferred income tax liabilities of $162.4 million and $197.7 million, respectively; and Other non-current liabilities of $54.0 million and $39.4 million, respectively.
Consolidated Statement of Changes of Equity
| Common shares | ||||||
|---|---|---|---|---|---|---|
| Number of shares | Amount | Retained earnings (Accumulated Deficit) | Total equity attributable to SSR Mining shareholders | Non-controlling interest | Total equity | |
| Balance as of January 1, 2023 | 206,653 | $3,057,920 | $521,817 | $3,579,737 | $546,462 | $4,126,199 |
| Repurchase of common shares | (3,967) | (58,240) | 1,925 | (56,315) | — | (56,315) |
| Exercise of stock options | 17 | 216 | — | 216 | — | 216 |
| Settlement of restricted share units (RSUs) | 249 | — | — | — | — | — |
| Equity-settled share-based compensation | — | 5,119 | — | 5,119 | — | 5,119 |
| Dividends paid to SSR Mining shareholders | — | — | (57,670) | (57,670) | — | (57,670) |
| Acquisition of non-controlling interest | — | — | — | — | 404,878 | 404,878 |
| Contributions from non-controlling interest | — | — | — | — | 2,001 | 2,001 |
| Net income (loss) | — | — | (98,007) | (98,007) | (22,218) | (120,225) |
| Balance as of December 31, 2023 | 202,952 | $3,005,015 | $368,065 | $3,373,080 | $931,123 | $4,304,203 |
| Repurchase of common shares | (1,117) | (16,402) | 6,577 | (9,825) | — | (9,825) |
| Settlement of RSUs | 534 | — | — | — | — | — |
| Equity-settled share-based compensation | — | 5,065 | — | 5,065 | — | 5,065 |
| Net income (loss) | — | — | (261,277) | (261,277) | (91,305) | (352,582) |
| Balance as of December 31, 2024 | 202,369 | $2,993,678 | $113,365 | $3,107,043 | $839,818 | $3,946,861 |
| Settlement of RSUs | 632 | (2,524) | — | (2,524) | — | (2,524) |
| Equity-settled share-based compensation | — | 7,500 | — | 7,500 | — | 7,500 |
| Net income (loss) | — | — | 395,754 | 395,754 | (33,337) | 362,417 |
| Balance as of December 31, 2025 | 203,001 | $2,998,654 | $509,119 | $3,507,773 | $806,481 | $4,314,254 |
- THE COMPANY
SSR Mining Inc. and its subsidiaries (collectively, “SSR Mining” or the “Company”) is a precious metals mining company with operations located in the United States, Türkiye, Canada and Argentina. SSR Mining is incorporated under the laws of the Province of British Columbia, Canada. The Company is principally engaged in the operation, acquisition, exploration and development of precious metal resource properties located in the Americas and Türkiye. 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, Cripple Creek & Victor Gold Mine (“CC&V”) in Colorado, USA, Seabee Gold Operation (“Seabee”) in Saskatchewan, Canada, and Puna Operations (“Puna”) in Jujuy, Argentina. The Company also has exploration and development projects that it seeks to advance, as market and project conditions permit.
During the second quarter of 2025, the Company temporarily suspended operations at Seabee for approximately two weeks due to power interruptions caused by forest fires to the north of the mine. The Company resumed operations on June 13, 2025 with no damage to the Company's property.
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”). The Company is not, at this time, able to estimate or predict when and under what conditions it will resume operations at Çöpler.
- 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; 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”), Argentina Peso (“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.
The Company's business may also be impacted by physical risks that can impact each of its properties and the areas and regions surrounding each of its properties, such as those experienced in connection with the Çöpler Incident.
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 and remediation liabilities; valuation of assets acquired and liabilities assumed in business combinations, contingent consideration, 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.
The Company consolidates three entities for which it is the primary beneficiary. When assessing the determination of the primary beneficiary, the Company considers all relevant facts and circumstances, including the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE. Through this evaluation, we determined that Anagold Madencilik Sanayi ve Ticaret Anonim Şirketi ("Anagold"), Kartaltepe Madencilik Sanayi ve Ticaret Anonim Şirketi ("Kartaltepe") and Artmin Madencilik Sanayi ve Ticaret Anonim Şirket ("Artmin") are VIEs and the Company is the primary beneficiary of the VIEs, primarily due to the Company absorbing significant economics and having the power to direct the operating activities, which are considered the most significant activities. Anagold and Kartaltepe are VIEs in which the Company has more than a 50.0% equity ownership. Artmin is a VIE in which the Company has less than a 50.0% equity ownership. Assets of the VIEs can only be used to settle the obligations of the VIEs and liabilities of VIEs creditors have no recourse to the Company.
Operating segments
The Company hasfive reportable segments for financial reporting purposes: Çöpler, Marigold, CC&V, Seabee, and Puna, which represent the Company'sfive 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.
If the business combination includes contingent consideration, the Company records the contingent consideration at fair value at the acquisition date. Changes in fair value of contingent consideration resulting from events after the acquisition date are recognized as follows: (1) if the contingent consideration is classified as a liability, the changes in fair value and accretion costs are recognized in earnings, or (2) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity. The increases or decreases in the fair value of contingent consideration can result from a change in the timing of the contingent event and changes in assumed discount periods and rates.
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 original 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.
Blue Chip Swaps
The Company enters into transactions where the Company buys U.S. dollar denominated securities in Argentina using Argentine pesos, and subsequently sells the securities for U.S. dollars, in Argentina (“Blue Chip Swap transactions”). On the settlement of our Blue Chip Swap transactions, a gain or loss on is recognized on the realized fair value change in the marketable securities.
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 or contained 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 exploration and development 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 and evaluation 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 or contained 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:
| Vehicles | 5 years - 7 years |
|---|---|
| Mining equipment | 3 years - LOM |
| Mobile equipment components | 2 years - 7 years |
| Buildings | LOM |
| Mine plant equipment | LOM |
| Underground infrastructure | LOM |
| 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, Performance Stock Units (“PSUs”), and Incentive Stock Units ("ISUs") 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 trading 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.
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 Reclamation and remediation 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 Reclamation and remediation costsin 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.
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, CC&V, 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 applicable 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 applicable monthly average 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.
Insurance recoveries
Business interruption insurance proceeds are specifically insurance proceeds to recover lost revenues due to a qualifying event as determined by the insurance policy. The Company records business interruption insurance proceeds once the insurance provider acknowledges that the claim is covered and agrees in writing to the amount to be paid for the claim. For the year ended December 31, 2025, the Company recorded business interruption insurance proceeds to Other operating expense (income), netin the Consolidated Statements of Operations and are reflected as operating cash flows in the Consolidated Statements of Cash Flows.
Income per share
Basic net income per share is calculated by dividing the net income or loss attributable to common shareholders 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
Certain amounts on the prior year's consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows were reclassified to conform to the current year presentation, with no effect on stockholders' equity.
Recently Issued Accounting Pronouncements
Recent accounting pronouncements adopted
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 Company adopted ASU 2023-09 during the fourth quarter of 2025. The adoption did not have a material impact on the consolidated financial statements or disclosures, see Note 10 for further details.
Recent accounting pronouncements not yet adopted
In December 2025, the FASB issued ASU 2025-12 “Codification Improvements.” ASU 2025-12 addresses suggestions received from stakeholders on the Accounting Standards Codification ("ASC" or “Codification”) and makes other incremental improvements to U.S. GAAP. The standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2027, and for interim periods within such year, with early adoption permitted. The Company is currently evaluating the impact of the update on the consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11 “Interim Reporting (Topic 270): Narrow-Scope Improvements.” ASU 2025-11 improves the guidance in Topic 270 by improving the navigability of the required interim disclosures and clarifying when the guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. The standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2028, and for interim periods within such year, with early adoption permitted. The Company is currently evaluating the impact of the standard on the consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” ASU 2025-06 was issued to modernize the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles—Goodwill and Other—Internal-Use Software (referred to as “internal-use software”). The standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2028, and for interim periods within such year, with early adoption permitted. The Company is currently evaluating the impact of the standard on the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).” ASU 2024-03 provides guidance requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements. The standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date, or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of the standard on the consolidated financial statements.
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. On April 4, 2024, the SEC stayed the rules pending the resolution of certain legal challenges against the Final Rule. Subsequently, following a vote on March 27, 2025, the SEC withdrew its defending the Final Rule in court. The Final Rule would have been effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company continues to monitor the developments related to the Final Rule and to evaluate the potential 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 of the guidance on the consolidated financial statements.
- ACQUISITIONS AND DIVESTITURES
Acquisitions
Acquisition of Cripple Creek and Victor Gold Mine
On February 28, 2025 (“Acquisition Date”), the Company acquired all of the issued and outstanding common shares of CC&V from Newmont Corporation (“Newmont”) for $100.0 million in upfront cash consideration and up to $175.0 million in additional milestone-based payments payable in cash. The transaction is expected to increase the Company’s scale, free cash flow and portfolio diversification.
The milestone-based payments include $87.5 million payable upon final approval of the application to amend the CC&V Cresson Permit and $87.5 million payable upon obtaining regulatory relief related to flow-related permitting requirements for the Carlton Tunnel, including steps taken to achieve the highest feasible alternative in relation to Carlton Tunnel water flow. Refer to Note 23 for more information.
Upon completion of an updated regulator-approved closure plan and in the event the aggregate closure costs at CC&V exceed $500.0 million, the Company will be responsible for funding 10% of the incremental closure costs while Newmont will be responsible for funding the remaining 90% of the incremental closure costs, either on an as-incurred basis or pursuant to a lump-sum payment option. The Company will account for this as an indemnification asset under the FASB Accounting Standards Codification Topic 805, Business Combinations, and will recognize an asset for 90% of the aggregated closure costs at CC&V in excess of $500.0 million that Newmont will be responsible for funding, with no limit on the maximum cost. As of the Acquisition Date and December 31, 2025, the Company did not recognize an indemnification asset as the recognition criteria had not been met.
The acquisition of CC&V is accounted for as a business combination which requires the measurement of assets acquired and liabilities assumed at their respective fair values at the Acquisition Date. The Acquisition Date fair value of the consideration transferred consists of the following (in thousands):
| Cash consideration (1) | $105,960 |
|---|---|
| Contingent consideration (2) | 141,764 |
| Total Purchase Price | $247,724 |
(1)Cash consideration is comprised of $100.0 million in upfront cash and an $6.0 million working capital adjustment. The working capital adjustment was finalized in the third quarter of 2025.
(2)The fair value of the contingent consideration is based on a probability weighted 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 probability and timing of milestones and discount rates. The range of the undiscounted amounts the Company could be obligated to pay is between $87.5 million and $175.0 million. During the third quarter of 2025, the Company recorded a $6.3 million adjustment to contingent consideration resulting from a change to the expected timing of achieving certain milestones.
The Company retained a third party valuation specialist to assist in determining the fair value of assets acquired and liabilities assumed. In accordance with the acquisition method of accounting, the purchase price of CC&V has been allocated to the acquired assets and assumed liabilities based on their estimated acquisition date fair values. The fair value estimates were based on income, market and cost valuation methods.
As of December 31, 2025, the Company had not fully completed the analysis to assign fair values to all assets acquired and liabilities assumed, and therefore the purchase price allocation for CC&V is preliminary. As of December 31, 2025, remaining items to finalize include the fair value of inventories; mineral properties, plant and equipment; reclamation and remediation liabilities; deferred income tax assets and liabilities; and contingent consideration. The preliminary purchase price allocation will be subject to further refinement as the Company continues to refine its estimates and assumptions based on information available at the Acquisition Date. These refinements may result in material changes to the estimated fair value of assets acquired and liabilities assumed. The purchase price allocation adjustments can be made throughout the measurement period, which is not to exceed one year from the Acquisition Date.
The following table presents the preliminary fair values of the assets acquired and liabilities assumed at the Acquisition Date (in thousands):
| Assets: | |
|---|---|
| Trade and other receivables | $391 |
| Inventories (1) | 190,350 |
| Prepaids and other current assets | 919 |
| Mineral properties, plant and equipment (2) | 325,357 |
| Total assets | $517,017 |
| Liabilities: | |
| Accounts payable | $13,177 |
| Accrued and other liabilities | 15,442 |
| Reclamation liabilities (3) | 220,974 |
| Deferred tax liabilities (4) | 19,700 |
| Total liabilities | 269,293 |
| Total net assets | $247,724 |
(1)The fair values of inventories were determined based on a net realizable value (“NRV”) approach. The key assumptions to determine the fair value of inventories include future estimated gold prices, forecasted costs to complete, and discount rate. During the third quarter of 2025, the Company recorded measurement period adjustments of $4.1 million to reflect a decrease in the estimated fair value.
(2)The fair value of mineral properties have been estimated using a market approach based on estimated quantities of mineral reserves and mineral resources and market multiples. The key assumptions include metal price, reserve cut-off grade, operating and capital costs, and market multiples. The fair values of plant and equipment have been estimated using a depreciated replacement cost approach. During the third quarter of 2025, the Company recorded measurement period adjustments of $7.9 million to reflect an increase in the estimated fair value. The reserve cut-off grade assumption was developed by mining engineer specialists.
(3)The fair value of reclamation costs is based on the expected amounts and timing of cash flows of closure activities and discounted to present value as of the Acquisition Date. The key assumptions include the costs and timing of key closure activities based on the life of mine plans, including estimates and timing of monitoring and water management costs after completion of initial closure activities, an inflation rate, and credit-adjusted risk free rates.
(4)Deferred income tax liabilities represent future tax expense associated with the differences between the preliminary fair value allocated to assets and liabilities and the tax basis of those assets and liabilities.
Revenue for the year ended December 31, 2025 includes $450.4 million, of revenue from the assets acquired in the acquisition of CC&V. Net income attributable to SSR Mining shareholders for the year ended December 31, 2025 includes net income of $243.0 million from CC&V.
Pro forma financial information
The following unaudited pro forma financial information represents a summary of the historical consolidated results of operations for the years ended December 31, 2025 and 2024, giving effect to the acquisition as if it had been completed on January 1, 2024. The pro forma financial information is provided for illustrative purposes only and is not intended to represent what the Company’s financial position or results of operations would have been had the acquisition occurred on the assumed date, nor does it purport to project the future operating results or the financial position of the Company following the acquisition.
The information below reflects certain nonrecurring and recurring pro forma adjustments that were directly related to the acquisition based on available information and certain assumptions that the Company believes are reasonable, including: (i) the changes in depreciation, depletion and amortization reflecting the relative preliminary fair values attributable to mineral properties, plant and equipment, (ii) the changes in cost of sales reflecting the relative preliminary fair values attributable to inventories, (iii) the changes in reclamation and remediation costs reflective of the fair market value of reclamation and remediation liabilities, (iv) the changes in other operating expense (income), net reflective of the preliminary fair values attributable to contingent consideration liabilities, and (v) the estimated tax impacts of the pro forma adjustments.
The following table provides unaudited pro forma financial information for the years ended December 31, 2025 and 2024, as if CC&V had been acquired as of January 1, 2024 (in thousands):
| Year Ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue | $1,717,795 | $1,344,562 |
| Net income attributable to SSR Mining shareholders (1) | $431,236 | $(139,827) |
(1)For the years ended December 31, 2025 and 2024, net income (loss) includes $22.2 million and $1.7 million, respectively, of transaction and integration costs.
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 thetwo 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 wasno 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 (income), 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 receivables | 36 |
| Inventories | 3 |
| Prepaids and other current assets | 24 |
| Mineral properties, plant and equipment, net (1) | 688,611 |
| Other non-current assets | 1,690 |
| Total assets acquired | $690,375 |
| Liabilities: | |
| Accounts payable | $315 |
| Accrued liabilities and other | 643 |
| Deferred income tax liabilities (2) | 135,939 |
| Total liabilities assumed | 136,897 |
| Net assets acquired and liabilities assumed | 553,478 |
| 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 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.
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 insix 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 4. 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.
Sale of EMX Block Trade Shares
On December 22, 2023, the Company completed a secondary offering of common shares of EMX Royalty Corporation (“EMX”) received as consideration in the October 2021 sale of a portfolio of royalty interests and related deferred consideration (“Royalty Portfolio”), classified under Marketable securities, in the form of 6,161,524 units (“Units”) for CAD $1.93 per Unit. Each Unit consisted 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, which expired on December 31, 2024. During the year ended 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. During the year ended December 31, 2024, a loss on the sale of the Units of $2.9 million was recognized and included in Other income (expense)in the Consolidated Statements of Operations.
During the year ended December 31, 2024,4,217,119 units were exercised and the Company received cash proceeds of $6.9 million. A gain of $1.3 million was recognized and included in Other income (expense).
- OPERATING SEGMENTS
The Company identifies its segments according to how the chief operating decision maker ("CODM") evaluates financial performance and allocates resources. The Company's CODM is the chief executive officer. The CODM assesses the segments' performance by using each segments' operating income and primarily relies on operating income for each segment during the annual budgeting and forecasting process. On a quarterly basis, the CODM reviews budget-to-actual variances for profit metrics to inform decisions on the allocation of operating and capital resources across segments.
Following the close of the CC&V acquisition, the Company revised its operating segments to reflect certain changes in how the CODM evaluates financial performance and allocates resources. The Company determined that it hasfive reportable and operating segments represented by each of its producing mine sites, which includes the suspended operations at Çöpler and now includes CC&V. For the periods prior to the first quarter of 2025, the Company hadfour reportable segments.
The following tables provide a summary of financial information related to the Company's segments (in thousands):
| Year ended December 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Çöpler (1) | Marigold | CC&V (2) | Seabee (3) | Puna | Segments Total | Corporate and other (4) | Consolidated | |
| Revenue | $— | $540,558 | $450,442 | $179,140 | $459,497 | $1,629,637 | $— | $1,629,637 |
| Cost of sales (5) | $— | $251,833 | $157,397 | $82,328 | $161,745 | $653,303 | $— | $653,303 |
| Depreciation, depletion, and amortization | $— | $36,183 | $11,555 | $35,631 | $32,325 | $115,694 | $484 | $116,178 |
| General and administrative expense | $— | $— | $— | $— | $— | $— | $107,823 | $107,823 |
| Exploration and evaluation | $1,866 | $3,557 | $377 | $14,067 | $8,540 | $28,407 | $8,724 | $37,131 |
| Reclamation and remediation costs | $65,940 | $3,306 | $13,214 | $1,343 | $5,121 | $88,924 | $— | $88,924 |
| Care and maintenance (6) | $150,756 | $— | $— | $1,013 | $— | $151,769 | $— | $151,769 |
| Other operating expense (income), net | $(33,326) | $1,956 | $587 | $177 | $992 | $(29,614) | $42,681 | $13,067 |
| Operating income (loss) | $(185,236) | $243,723 | $267,312 | $44,581 | $250,774 | $621,154 | $(159,712) | $461,442 |
| Interest expense | $(6,521) | $(26) | $— | $— | $(1,210) | $(7,757) | $(6,818) | $(14,575) |
| Interest income | $— | $3,716 | $320 | $1,260 | $2,764 | $8,060 | $4,744 | $12,804 |
| Other income (expense) | $(532) | $(958) | $(12) | $(20) | $16,130 | $14,608 | $(1,066) | $13,542 |
| Foreign exchange gain (loss) | $581 | $— | $— | $56 | $(18,928) | $(18,291) | $(11,774) | $(30,065) |
| Income (loss) before income and mining taxes | $(191,708) | $246,455 | $267,620 | $45,877 | $249,530 | $617,774 | $(174,626) | $443,148 |
| Capital expenditures | $4,146 | $62,885 | $41,461 | $36,104 | $13,897 | $158,493 | $78,204 | $236,697 |
| Total assets as of December 31, 2025 | $2,612,481 | $791,739 | $636,461 | $363,299 | $380,778 | $4,784,758 | $1,309,140 | $6,093,898 |
(1)All operations at Çöpler ceased on February 13, 2024, following the Çöpler Incident and have not commenced as of December 31, 2025.
(2)The reported statements of operations amounts reflect results for CC&V from the date of acquisition on February 28, 2025 through December 31, 2025. See Note 3 for additional information.
(3)During the year ended December 31, 2025, the Company suspended operations at Seabee for approximately two weeks due to power interruptions caused by forest fires to the north of the mine. Seabee resumed operations on June 13, 2025.
(4)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 are included in the respective reportable segment. The greenfield standalone prospects and development projects are included in Corporate and other.
(5)Excludes depreciation, depletion, and amortization.
(6)Care and maintenance expense represents $90.7 million of direct costs, excluding costs associated with environmental reclamation and remediation, and $60.0 million of depreciation incurred during the suspension of operations at Çöpler; and $0.2 million of direct costs, excluding costs associated with environmental reclamation and remediation, and $0.8 million of depreciation incurred during the approximately two week suspension of operations at Seabee during the second quarter of 2025.
| Year ended December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Çöpler (1) | Marigold | Seabee | Puna | Segments Total | Corporate and other (2) | Consolidated | |
| Revenue | $64,298 | $409,025 | $191,768 | $330,527 | $995,618 | $— | $995,618 |
| Cost of sales (3) | $36,215 | $244,312 | $77,846 | $155,659 | $514,032 | $— | $514,032 |
| Depreciation, depletion, and amortization | $13,130 | $36,047 | $48,008 | $33,007 | $130,192 | $— | $130,192 |
| General and administrative expense | $— | $— | $— | $— | $— | $62,885 | $62,885 |
| Exploration and evaluation | $1,468 | $13,097 | $15,010 | $5,639 | $35,214 | $6,590 | $41,804 |
| Reclamation and remediation costs | $274,877 | $2,895 | $1,336 | $17,763 | $296,871 | $— | $296,871 |
| Impairment charges of long-lived and other assets | $114,230 | $— | $369 | $— | $114,599 | $— | $114,599 |
| Care and maintenance (4) | $108,675 | $— | $11,605 | $— | $120,280 | $— | $120,280 |
| Other operating expense (income), net | $36,951 | $2,710 | $622 | $2,118 | $42,401 | $(5,161) | $37,240 |
| Operating income (loss) | $(521,247) | $109,959 | $36,972 | $116,342 | $(257,974) | $(64,311) | $(322,285) |
| Interest expense | $(6,925) | $— | $— | $(917) | $(7,842) | $(5,186) | $(13,028) |
| Interest income | $16 | $6,757 | $4,561 | $976 | $12,310 | $4,425 | $16,735 |
| Other income (expense) | $343 | $(917) | $(124) | $4,552 | $3,854 | $5,681 | $9,535 |
| Foreign exchange gain (loss) | $113 | $(8) | $(208) | $(1,023) | $(1,126) | $(8,565) | $(9,691) |
| Income (loss) before income and mining taxes | $(527,701) | $115,790 | $41,201 | $119,929 | $(250,781) | $(67,953) | $(318,734) |
| Capital expenditures | $14,472 | $39,070 | $33,832 | $16,794 | $104,168 | $42,051 | $146,219 |
| Total assets as of December 31, 2024 | $2,688,583 | $889,570 | $380,980 | $333,652 | $4,292,785 | $896,235 | $5,189,020 |
(1)All operations at Çöpler ceased on February 13, 2024, following 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 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 $61.6 million of direct costs, excluding costs associated with environmental reclamation and remediation, and $47.1 million of depreciation incurred during the suspension of operations at Çöpler starting in the first quarter of 2024; and $9.4 million of direct costs, excluding costs associated with environmental reclamation and remediation, and $2.2 million of depreciation incurred during the suspension of operations at Seabee during the third quarter of 2024.
| Year ended December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|
| Çöpler | Marigold | Seabee | Puna | Segments Total | Corporate 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 |
| General and administrative expense | $5,489 | $— | $— | $247 | $5,736 | $61,721 | $67,457 |
| Exploration and evaluation | $6,990 | $12,295 | $16,324 | $7,135 | $42,744 | $7,441 | $50,185 |
| Reclamation and remediation costs | $1,709 | $2,764 | $1,164 | $3,061 | $8,698 | $— | $8,698 |
| Impairment of long-lived assets and other | $353,322 | $— | $— | $2,637 | $355,959 | $5,653 | $361,612 |
| Impairment charges of goodwill | $— | $— | $49,786 | $— | $49,786 | $— | $49,786 |
| Other operating expense (income), net | $512 | $— | $508 | $— | $1,020 | $254 | $1,274 |
| Operating income (loss) | $(288,041) | $187,886 | $(26,867) | $71,847 | $(55,175) | $(75,069) | $(130,244) |
| Interest expense | $(9,046) | $— | $— | $(807) | $(9,853) | $(6,763) | $(16,616) |
| Interest income | $1,507 | $— | $7,039 | $6,826 | $15,372 | $7,242 | $22,614 |
| Other income (expense) | $304 | $1,086 | $(146) | $35,625 | $36,869 | $(9,332) | $27,537 |
| Foreign exchange gain (loss) | $(7,823) | $— | $(709) | $(44,982) | $(53,514) | $(52,185) | $(105,699) |
| Income (loss) before income (expense) | $(303,099) | $188,972 | $(20,683) | $68,510 | $(66,300) | $(136,108) | $(202,408) |
| 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. The exploration, evaluation and development properties and the portfolio of prospective exploration tenures, near or adjacent to the existing operations are included in the respective reportable segment. The greenfield standalone prospects and development projects are included in Corporate and other.
Geographic area
The following are long-lived assets, excluding Deferred income taxes, by location as of December 31 (in thousands):
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Türkiye | $3,410,897 | $3,367,857 |
| United States | 1,033,014 | 407,304 |
| Canada | 301,539 | 305,098 |
| Argentina | 56,470 | 72,125 |
| Total | $4,801,920 | $4,152,384 |
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, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Türkiye | $— | $64,298 | $442,417 |
| United States | 991,000 | 409,025 | 538,244 |
| Canada | 179,140 | 191,768 | 164,346 |
| Argentina | 459,497 | 330,527 | 281,920 |
| Total | $1,629,637 | $995,618 | $1,426,927 |
- REVENUE
The following table represents revenues by product (in thousands):
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Gold doré sales | |||
| Çöpler | $— | $63,873 | $438,894 |
| Marigold | 536,186 | 401,384 | 538,090 |
| CC&V | 444,910 | — | — |
| Seabee | 179,068 | 191,704 | 164,292 |
| Concentrate sales | |||
| Puna | 433,098 | 321,943 | 270,438 |
| Other (1) | |||
| Çöpler | — | 425 | 3,523 |
| Marigold | 4,372 | 7,641 | 154 |
| CC&V | 5,532 | — | — |
| Seabee | 72 | 64 | 54 |
| Puna | 26,399 | 8,584 | 11,482 |
| Total (2) | $1,629,637 | $995,618 | $1,426,927 |
(1)Other revenue includes: changes in the fair value of concentrate trade receivables due to changes in silver and base metal prices; silver and copper by-product revenue arising from the production and sale of gold doré; and revenue from fine carbon sales.
(2)For the years ended December 31, 2025, 2024, and 2023, the Company recognized revenue under ASC 606 “Revenue from Contracts with Customers” of $1,603.2 million, $987.0 million, and $1,415.4 million, respectively, 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, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Gold | $1,160,164 | $656,961 | $1,141,276 |
| Silver | 384,434 | 272,334 | 215,387 |
| Lead | 44,125 | 45,930 | 46,422 |
| Zinc | 4,539 | 3,679 | 8,629 |
| Other (1) | 36,375 | 16,714 | 15,213 |
| Total | $1,629,637 | $995,618 | $1,426,927 |
(1)Other revenue includes: changes in the fair value of concentrate trade receivables due to changes in silver and base metal prices; silver and copper by-product revenue arising from the production and sale of gold doré; and revenue from fine carbon sales.
Significant customers
Gross product revenues from each customer who individually accounted for 10% or more of total gross revenues consisted of the following:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 (1) | 2024 (2) | 2023 (3) | |
| Canadian Imperial Bank of Commerce | 33% | 30% | 33% |
| Royal Bank of Canada | 13% | —% | —% |
| National Bank of Canada | 12% | —% | —% |
| Trafigura Trading LLC | 11% | —% | —% |
| Asahi Refinery | —% | 13% | —% |
| Central Bank of Türkiye | —% | —% | 31% |
(1)For the year ended December 31, 2025, the sales to Canadian Imperial Bank of Commerce (“CIBC”), the Royal Bank of Canada (“RBC”), and the National Bank of Canada (“NBC”) were included in the Marigold, CC&V, and Seabee segments. For the year ended December 31, 2025, the sales to Trafigura Trading LLC were included in the Puna segment.
(2)For the year ended December 31, 2024, the sales to CIBC and Asahi Refinery were included in the Marigold and Seabee segments.
(3)For the year ended December 31, 2023, the sales to CBIC are included in the Marigold and Seabee segments and the sales to Central Bank of Türkiye are included in the Çöpler segment.
Provisional metal sales
At December 31, 2025, the Company had silver sales of 4.6 million ounces at an average price of$50.43 per ounce, lead sales of 21.4 million pounds at an average price of$0.89 per pound, and zinc sales of 2.4 million pounds at an average price of$1.31 per pound, subject to normal course final pricing over the next several months.
For the years ended December 31, 2025, 2024 and 2023, changes in the fair value of the Company's embedded derivatives relating to provisional concentrate metal sales wasan increase of $26.4 million, anincrease of $8.6 million and anincrease of $11.5 million, respectively. The changes in fair value have been recorded in Revenue.
- RECLAMATION AND REMEDIATION 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.
Çöpler Reclamation and Remediation
During the first quarter of 2024, the Company estimated total reclamation and remediation costs of $250.0 million to $300.0 million related to the Çöpler Incident, in addition to the approximately $22.5 million incurred during the first quarter of 2024. The Company accrued the low end of the estimated cost range, recording total reclamation and remediation costs of $272.9 million inclusive of the $22.5 million incurred during the first quarter of 2024. During the second quarter of 2025, the Company recorded an adjustment of $62.9 million, comprising of $9.4 million related to reclamation costs and $53.5 million related to remediation costs. The revised estimate reflects an increase of $12.9 million above the previously disclosed estimated reclamation and remediation cost range. The revision in estimate reflects the Company's advancement of the engineering and construction design of the permanent storage facility and the advancement of the studies for the permanent closure of the heap leach pad. As part of the heap leach pad closure planning, the Company will conduct further field investigations to confirm the integrity of the heap leach pad liner. This will entail exposing and inspecting sections of the heap leach pad liner. Following completion of the liner inspection, the Company will use the findings to refine and update the closure plan for the heap leach pad. These studies and inspections may result in revisions to the scope of work, estimated costs, and overall timelines related to the heap leach pad closure.
Changes in Reclamation and remediation liabilities during the years ended December 31 were as follows (in thousands):
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Reclamation | Remediation | Total | Reclamation | Remediation | Total | |
| Balance as of January 1 | $209,923 | $135,914 | $345,837 | $173,819 | $— | $173,819 |
| Acquisitions | 220,974 | — | 220,974 | — | — | — |
| Additions | — | — | — | — | 261,674 | 261,674 |
| Changes in estimate and other | 11,856 | 53,507 | 65,363 | 30,314 | — | 30,314 |
| Expenditures | (9,220) | (17,047) | (26,267) | (3,867) | (125,760) | (129,627) |
| Accretion expense | 25,576 | — | 25,576 | 9,657 | — | 9,657 |
| Balance as of December 31 | $459,109 | $172,374 | $631,483 | $209,923 | $135,914 | $345,837 |
| Less: current portion | (8,491) | (25,702) | (34,193) | (6,332) | (26,834) | (33,166) |
| Non-current reclamation and remediation liabilities | $450,618 | $146,672 | $597,290 | $203,591 | $109,080 | $312,671 |
The following table includes the components of Reclamation and remediation costs for the years ended December 31 (in thousands):
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Reclamation adjustments and other | $9,419 | $25,540 | $— |
| Reclamation accretion | 25,576 | 9,657 | 8,698 |
| Total reclamation costs | 34,995 | 35,197 | 8,698 |
| Remediation adjustments and other | 53,929 | 261,674 | — |
| Total remediation costs | 53,929 | 261,674 | — |
| Total reclamation and remediation costs | $88,924 | $296,871 | $8,698 |
During the year ended December 31, 2025, reclamation changes were primarily comprised of an increase of $221.0 million as a result of the acquisition of CC&V. Reclamation liabilities at Çöpler increased $9.4 million due to the revised estimate related to the closure of the Çöpler heap leach pad, as discussed above. Reclamation liabilities at Marigold increased by $2.4 million during the year ended December 31, 2025, primarily due to additional disturbance and an increase in labor unit cost rates.
During the year ended December 31, 2024, reclamation adjustments related to changes in estimate were primarily comprised of an increase of $13.6 million at Çöpler and $19.5 million at Puna. The increase at Çöpler is primarily related to the revision in the timing and extent of the closure of the heap leach pad as a result of the Çöpler Incident. The increase at Puna is primarily related to revisions in cost estimate assumptions associated with water management and tailings storage facilities at Pirquitas, which is not an active mining area and has no substantive future economic value, resulting in $14.3 million recorded in Reclamation and remediation costs in the Consolidated Statements of Operations.
During the year ended December 31, 2025, changes in remediation liabilities were comprised of an increase of $53.5 million as a result of a revision in the construction estimate for the permanent storage facility during the second quarter of 2025, as discussed above.
During the year ended December 31, 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 displaced heap leach material 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 displaced heap leach material, and management of surface and ground water in the Sabırlı Valley.
- IMPAIRMENT CHARGES
The following table includes the components of Impairment charges:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||
| Long-lived and other assets | Goodwill | Long-lived and other assets | Goodwill | Long-lived and other assets | Goodwill | |
| Çöpler (1) | $— | $— | $114,230 | $— | $353,322 | $— |
| Seabee (2) | — | — | 369 | — | — | 49,786 |
| Puna (3) | — | — | — | — | 2,637 | — |
| Corporate and Other (4) | — | — | — | — | 5,653 | — |
| $— | $— | $114,599 | $— | $361,612 | $49,786 | |
(1)For the year ended December 31, 2024, following the Çöpler Incident, the Company recorded non-cash impairment charges of $76.0 million related to Inventories and $38.2 million related to Mineral properties, plant and equipment, net. 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)For the year ended December 31, 2024, the Company concluded that certain plant and equipment at Seabee was impaired and recorded a non-cash impairment of $0.4 million related to Mineral properties, plant and equipment, net a result of damage to remote equipment in the forest fires near Seabee. For the year ended December 31, 2023, the Company recorded a non-cash impairment of $49.8 million related to Goodwill (see below for further information).
(3)For the year ended December 31, 2023, consists of non-cash write-downs of various assets and materials and supplies inventories.
(4)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.
Impairment of long-lived and other assets
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.
For the year ended December 31, 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. 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.
For the year ended December 31, 2023, the Company recorded a non-cash impairment charge at Çöpler of $349.2 million. 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 was not related to the Çöpler Incident.
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. As of December 31, 2025, the Company had no goodwill balance.
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%.
- OTHER OPERATING EXPENSE (INCOME), NET
The following table includes the components of Other operating expense (income), net:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Transaction and integration costs | $22,177 | $— | $406 |
| Loss (gain) on sale and disposal of assets, net | 2,768 | (3,245) | 762 |
| Change in fair value of contingent consideration | 20,505 | — | — |
| Contingencies and expenses related to the Çöpler Incident | 6,999 | 31,804 | — |
| Insurance proceeds received related to the Çöpler Incident (1) | (44,409) | — | — |
| Other taxes | 4,267 | 7,722 | — |
| Other | 760 | 959 | 106 |
| Total | $13,067 | $37,240 | $1,274 |
(1)During the second quarter of 2025, the Company received business interruption insurance proceeds of $44.4 million associated with the Çöpler Incident.
- OTHER INCOME (EXPENSE)
The following table includes the components of Other income (expense):
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Interest income | $12,804 | $16,735 | $22,614 |
| Gain (loss) on investments and on marketable securities sales | 8,178 | (2,131) | 29,158 |
| Change in fair value of marketable securities | 9,497 | 7,676 | 4,221 |
| Gain (loss) on sale of mineral properties, plant, and equipment | — | — | (1,331) |
| Bank charges | (2,437) | (2,400) | (1,720) |
| Other | (1,696) | 6,390 | (2,791) |
| Total | $26,346 | $26,270 | $50,151 |
- 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, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Income (loss) before income and mining taxes components: | |||
| Canada | $(6,258) | $56,062 | $(76,407) |
| United States | 481,521 | 105,989 | 181,926 |
| Türkiye | (233,022) | (548,077) | (319,775) |
| Argentina | 201,135 | 67,386 | 13,733 |
| Other foreign | (228) | (94) | (1,885) |
| Total income (loss) before income and mining taxes | $443,148 | $(318,734) | $(202,408) |
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Current income tax provision: | |||
| Canada | $23,379 | $17,073 | $9,738 |
| United States | 67,862 | 13,847 | 27,322 |
| Türkiye | 547 | 2,629 | 4,390 |
| Argentina | 44,995 | 21,526 | 8,925 |
| Other foreign | 206 | 97 | 3,257 |
| Total current income tax provision | 136,989 | 55,172 | 53,632 |
| Deferred income tax provision (benefit): | |||
| Canada | (92) | (7,954) | (4,681) |
| United States | (23,268) | 3,307 | 1,373 |
| Türkiye | (35,240) | (25,064) | (120,950) |
| Argentina | 1,847 | 7,864 | (11,958) |
| Other foreign | 9 | (23) | 50 |
| Total deferred income tax provision (benefit) | (56,744) | (21,870) | (136,166) |
| Total income tax provision (benefit) | $80,245 | $33,302 | $(82,534) |
Beginning in 2025, the Company adopted Accounting Standards Update ASU 2023-09 on a prospective basis. As a result, the effective tax rate reconciliation below reflects the enhanced disaggregation and standardized categories required by the new guidance.
| Year ended December 31, 2025 | ||
|---|---|---|
| Total | % | |
| Earnings from continuing operations, before income tax expense | $443,148 | |
| Canada statutory tax rate | 66,472 | 15.0% |
| Provincial and local income taxes (1) | 1,823 | 0.4% |
| Saskatchewan mineral tax | 3,959 | 0.9% |
| Federal - Canada | ||
| Effect of cross-border tax laws | 1,050 | 0.2% |
| Changes in valuation allowances | 6,687 | 1.5% |
| Nontaxable or nondeductible items | ||
| Dividends | (1,359) | (0.3)% |
| Other | 2,277 | 0.5% |
| Other adjustments | (1,867) | (0.4)% |
| Foreign tax effects | ||
| United States | ||
| Effect of rates different than statutory | 28,891 | 6.5% |
| Nevada net proceeds tax | 14,934 | 3.4% |
| Depletion in excess of basis | (28,052) | (6.3)% |
| Foreign-derived intangible income deduction | (22,143) | (5.0)% |
| Changes in valuation allowances | (21,133) | (4.8)% |
| Overseas withholding tax | 7,105 | 1.6% |
| Section 162(m) compensation limitation | 4,658 | 1.1% |
| Other | (4,789) | (1.1)% |
| Argentina | ||
| Effect of rates different than statutory | 20,120 | 4.5% |
| Changes in valuation allowances | (7,433) | (1.7)% |
| Foreign exchange impact on deferred balances | 5,049 | 1.1% |
| Current year inflation and foreign exchange | (1,643) | (0.4)% |
| Other | 1,616 | 0.4% |
| Türkiye | ||
| Effect of rates different than statutory | (21,651) | (4.9)% |
| Changes in valuation allowances | 38,510 | 8.7% |
| Current year inflation and foreign exchange | (12,041) | (2.7)% |
| Foreign exchange impact on deferred balances | (8,004) | (1.8)% |
| Overseas withholding tax | 3,809 | 0.9% |
| Other non-deductible items | 3,075 | 0.7% |
| Other | 73 | —% |
| Other foreign jurisdictions | 252 | 0.1% |
| Income tax expense | $80,245 | 18.1% |
(1)Provincial taxes in Saskatchewan made up the majority (greater than 50%) of the tax effect in this category.
For the years ended December 31, 2024 and 2023, the following table presents a reconciliation of income and mining tax expense to the amount that would be computed by applying the Canadian statutory rate of 27%, the Company's country of domicile rate, to income (loss) before income and mining taxes. The prior years are presented in the historical format as the Company adopted ASU 2023-09 prospectively.
| Year Ended December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Income (loss) before income and mining taxes | $(318,734) | $(202,408) |
| Statutory tax rate | 27% | 27% |
| Expected income and mining tax expense (benefit) | (86,058) | (54,650) |
| Increase (decrease) attributable to: | ||
| Non-taxable items | (36,502) | (26,345) |
| Foreign exchange and inflation | (30,160) | (55,850) |
| Tax rate increase | — | 68,917 |
| Differences in foreign and future tax rates | 15,152 | (4,219) |
| Investment incentive tax credits | (7,327) | (22,760) |
| Mining taxes and overseas withholding tax | 11,696 | 5,546 |
| Change in estimates in respect of prior years | 14,935 | 1,742 |
| Changes in valuation allowance | 151,322 | 4,748 |
| Other | 244 | 337 |
| Total income and mining tax expense (benefit) | $33,302 | $(82,534) |
The significant components of Deferred income tax assets and Deferred income tax liabilities were (in thousands):
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Deferred income tax assets | ||
| Deductible temporary differences relating to: | ||
| Marketable securities | $66 | $46 |
| Reclamation liabilities | 114,297 | 62,007 |
| Lease liabilities | 21,840 | 22,107 |
| Deductibility of other taxes | 11,363 | 11,279 |
| Stock-based compensation | 8,605 | 1,732 |
| Other items | 3,718 | 10,308 |
| 159,889 | 107,479 | |
| Investment incentive tax credits (1) | 17,616 | 21,436 |
| Tax loss carryforwards | 195,520 | 145,531 |
| Less: Valuation allowance | (263,384) | (225,962) |
| Total deferred income tax assets | $109,641 | $48,484 |
| Deferred income tax liabilities | ||
| Taxable temporary differences relating to: | ||
| Marketable securities | $(443) | $(1,001) |
| Inventories | (38,012) | (17,455) |
| Mineral properties, plant and equipment | (296,654) | (300,053) |
| Mineral tax | (46,961) | (43,730) |
| Other items | (10,203) | (5,920) |
| Total deferred income tax liabilities | $(392,273) | $(368,159) |
| Balance sheet presentation | ||
| Deferred income tax assets | $4,857 | $7,602 |
| Deferred income tax liabilities | (287,489) | (327,277) |
| Deferred income tax liabilities, net | $(282,632) | $(319,675) |
(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, can reduce income and mining tax expense and cash tax payments expected in the future. 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, 2025, 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.
| Additions | |||||
|---|---|---|---|---|---|
| Years ended December 31, | Balance at beginning of year | Charged to costs and expenses | Charged to other accounts | Deductions | Balance at end of year |
| Valuation allowance on deferred tax assets: | |||||
| 2025 | $225,962 | $50,399 | $14,861 | $(27,838) | $263,384 |
| 2024 | $74,640 | $167,208 | $— | $(15,886) | $225,962 |
| 2023 | $61,101 | $17,343 | $— | $(3,804) | $74,640 |
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 valuation allowance increased in 2025 by $65.3 million, primarily related to losses sustained from the Çöpler Incident, for which the Company is uncertain whether the related tax attributes will be utilized prior to their five‑year expiration period, as well as an additional valuation allowance established as a result of purchase price accounting for CC&V. Additionally, the Company reduced its valuation allowance by $27.8 million, primarily related to updated estimates of future taxable income in the U.S. and the realizability of tax benefits associated with U.S. reclamation liabilities.
Income taxes paid
Beginning in 2025, the Company adopted ASU 2023-09 on a prospective basis. As a result, the income taxes paid disclosure below reflects the enhanced disaggregation required by the new guidance.
| Income taxes paid (net of refunds received): | Year ended December 31, 2025 |
|---|---|
| Federal | $13,216 |
| Provincial | 5,544 |
| Foreign | 82,507 |
| Total | $101,267 |
Income taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in the following jurisdictions:
| Income taxes paid (net of refunds received): | Year ended December 31, 2025 |
|---|---|
| Federal | |
| Canada | $13,216 |
| Provincial | |
| Saskatchewan | $5,544 |
| Foreign | |
| United States | $59,902 |
| Argentina | $11,799 |
Tax loss carryforwards
As of December 31, 2025, 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 2026 and 2046.
| December 31, 2025 | Expiration year | |
|---|---|---|
| Türkiye | $558,634 | 2026-2030 |
| Canada | $262,792 | 2026-2046 |
| Argentina | $10,469 | 2026-2029 |
| United States | $1,387 | 2026-Indefinite |
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):
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Balance as of January 1 | $— | $— | $8,574 |
| Additions for tax positions related to prior years(1) | — | — | — |
| Reductions for tax positions related to priors years | — | — | (7,218) |
| Reductions for settlements with tax authorities | — | — | (1,356) |
| Balance as of December 31 | $— | $— | $— |
(1) Of the gross unrecognized tax benefits, nil was recognized as current liabilities in Consolidated Balance Sheet as of December 31, 2025.
As of December 31, 2025 and December 31, 2024, there wereno unrecognized tax benefits, inclusive of interest and penalties that, if recognized, would impact the Company’s effective income tax rate. As of December 31, 2025 and December 31, 2024, there wereno accrued income-tax-related interest and penalties.
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 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-U.S. income tax examinations for years before 2020.
- 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 dilutive potential common shares during the period.
Dilutive potential common shares include stock options, Restricted Share Units (“RSUs”), and convertible notes.
The calculations of basic and diluted net income (loss) per share attributable to SSR Mining shareholders are as follows (in thousands):
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Net income (loss) | $362,417 | $(352,582) | $(120,225) |
| Net (income) loss attributable to non-controlling interest | 33,337 | 91,305 | 22,218 |
| Net income (loss) attributable to SSR Mining shareholders | 395,754 | (261,277) | (98,007) |
| Interest saving on 2019 Notes, net of tax | 4,977 | — | — |
| Net income (loss) used in the calculation of diluted net income per share | $400,731 | $(261,277) | $(98,007) |
| Weighted average number of common shares issued | 202,745 | 202,258 | 204,714 |
| Adjustments for dilutive instruments: | |||
| Restricted share units | 1,300 | — | — |
| 2019 Notes | 12,981 | — | — |
| Diluted weighted average number of shares outstanding | 217,026 | 202,258 | 204,714 |
| Net income (loss) per share attributable to SSR Mining shareholders | |||
| Basic | $1.95 | $(1.29) | $(0.48) |
| Diluted | $1.85 | $(1.29) | $(0.48) |
For the year ended December 31, 2024, $5.0 million of interest saving on convertible notes, net of tax, and 12,921 common shares and 340 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.
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.
- 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, 2025 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Assets: | ||||
| Cash | $534,834 | $— | $— | $534,834 |
| Marketable securities (1) | 40,779 | — | — | 40,779 |
| Trade receivables from provisional sales, net (2) | — | 89,996 | — | 89,996 |
| Deferred consideration | — | — | 27,755 | 27,755 |
| $575,613 | $89,996 | $27,755 | $693,364 | |
| Liabilities: | ||||
| Contingent consideration | $— | $— | $192,981 | $192,981 |
| Other | — | 1,202 | — | 1,202 |
| $— | $1,202 | $192,981 | $194,183 | |
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.
| Fair value at December 31, 2024 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Assets: | ||||
| Cash | $387,882 | $— | $— | $387,882 |
| Marketable securities (1) | 34,631 | — | — | 34,631 |
| Trade receivables from provisional sales, net (2) | — | 78,687 | — | 78,687 |
| Deferred consideration | — | — | 26,383 | 26,383 |
| $422,513 | $78,687 | $26,383 | $527,583 | |
| Liabilities: | ||||
| Contingent consideration | $— | $— | $29,642 | $29,642 |
| Other | — | 68 | — | 68 |
| $— | $68 | $29,642 | $29,710 | |
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.
The following tables set forth a summary of the quantitative and qualitative information related to the significant observable and unobservable inputs used in the calculation of the Company’s Level 3 financial assets and liabilities (in thousands):
| Description · December 31, 2025 · Valuation technique · Significant input · Range, point estimate or average | ||||||||
|---|---|---|---|---|---|---|---|---|
| Deferred consideration (1) | $27,755 | Discounted cash flow | Discount rate | 8.5% - 12.5% | ||||
| Contingent consideration (2)(3) | $192,981 | Discounted cash flow | Discount rate | 5.7% - 6.0% | ||||
| Probability | 10.0% - 100.0% | |||||||
| Description · December 31, 2024 · Valuation technique · Significant input · Range, point estimate or average | ||||||||
|---|---|---|---|---|---|---|---|---|
| Deferred consideration (1) | $26,383 | Discounted cash flow | Discount rate | 8.5% - 12.5% | ||||
| Contingent consideration (2) | $29,642 | Discounted cash flow | Discount rate | 6.0% | ||||
| Probability | 10.0% | |||||||
1)The Company's deferred consideration assets consist of the contingent payment associated with completion of certain project milestones related to the Yenipazar royalty included in the Royalty Portfolio sale and the contingent payment associated with the completion of certain project milestones at the San Luis project.
2)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 was $26.0 million and $25.2 million as of December 31, 2025 and 2024, respectively. The fair value of the contingent consideration tied to completion of operational milestones was determined using a discounted cash flow model. 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 was $4.7 million and $4.4 million at December 31, 2025 and 2024, respectively.
3)The Company’s contingent consideration liabilities include contingent consideration tied to final approval of the application to amend the CC&V Cresson Permit and obtaining regulatory relief related to flow-related permitting requirements for the Carlton Tunnel, including steps taken to achieve the highest feasible alternative in relation to Carlton Tunnel water flow. The fair value of the $87.5 million contingent payment payable to Newmont upon final approval of the application to amend the CC&V Cresson Permit is $75.6 million as of December 31, 2025. The fair value of the $87.5 million contingent payment payable to Newmont upon obtaining regulatory relief related to flow-related permitting requirements for the Carlton Tunnel is $86.6 million as of December 31, 2025.
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):
| 2025 | 2024 | |
|---|---|---|
| Deferred consideration assets: | ||
| Balance as of January 1 | $26,383 | $21,213 |
| Revaluations | 2,622 | 2,792 |
| Receipt of deferred consideration | (1,250) | — |
| Additions | — | 2,378 |
| Balance as of December 31 | $27,755 | $26,383 |
| 2025 | 2024 | |
|---|---|---|
| Contingent consideration liabilities: | ||
| Balance as of January 1 | $29,642 | $29,648 |
| Assumption of contingent consideration | 141,764 | — |
| Revaluations | 21,575 | (6) |
| Balance as of December 31 | $192,981 | $29,642 |
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:
| December 31, | |||||
|---|---|---|---|---|---|
| 2025 · 2024 | |||||
| Level | Carrying amount | Fair value | Carrying amount | Fair value | |
| 2019 Notes (1) | 1 | $229,640 | $300,677 | $228,572 | $220,292 |
(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.
- TRADE AND OTHER RECEIVABLES
Trade and other receivables were composed of the following (in thousands):
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Trade receivables | $94,031 | $84,239 |
| Value added tax receivables | 18,549 | 19,946 |
| Income tax receivable | 1,679 | 4,626 |
| Other taxes receivable | 20,264 | 13,472 |
| Other | 2,198 | 2,155 |
| Total | $136,721 | $124,438 |
No provision for credit loss was recognized as of December 31, 2025 or 2024. All trade receivables are expected to be settled within twelve months.
- INVENTORIES
The components of Inventories were as follows (in thousands):
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Materials and supplies | $127,396 | $113,752 |
| Stockpiled ore | 46,515 | 72,561 |
| Leach pad inventory | 315,482 | 253,166 |
| Work-in-process | 7,768 | 3,850 |
| Finished goods | 19,160 | 20,745 |
| Total current inventories | $516,321 | $464,074 |
| Stockpiled ore | 274,919 | 246,536 |
| Leach pad inventory | 328,923 | 44,676 |
| Total non-current inventories | $603,842 | $291,212 |
As of December 31, 2025 and 2024, the Company has recognized a reserve of $32.1 million and $22.2 million for obsolete materials and supplies inventory, respectively.
During the year ended December 31, 2025, the Company recognized write-downs of materials and supplies inventories of $2.7 million classified as a component of Cost of sales. During the year ended December 31, 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 7 for further information relating to the impairment of inventories.
- MINERAL PROPERTIES, PLANT AND EQUIPMENT, NET
The components of Mineral properties, plant and equipment, net were as follows (in thousands):
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Plant and equipment (1) | $2,097,802 | $1,883,193 |
| Construction in process | 232,646 | 135,594 |
| Mineral properties subject to depletion | 2,331,466 | 2,114,765 |
| Mineral properties not yet subject to depletion | 896,214 | 884,029 |
| Exploration and evaluation assets | 247,164 | 254,146 |
| Total mineral properties, plant, and equipment | 5,805,292 | 5,271,727 |
| Accumulated depreciation, plant and equipment | (931,887) | (804,411) |
| Accumulated depreciation, mineral properties | (740,151) | (684,449) |
| Mineral properties, plant, and equipment, net | $4,133,254 | $3,782,867 |
(1)As of December 31, 2025 and 2024, plant and equipment includes finance lease right-of-use assets with a carrying amount of $73.3 million and $78.9, respectively.
No impairment was recognized during the year ended December 31, 2025.
During the year ended December 31, 2024, 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.
- OTHER NON-CURRENT ASSETS
The components of Non-current assets were as follows (in thousands):
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Marketable securities | $— | $5,166 |
| Deferred consideration | 24,772 | 23,405 |
| VAT receivable | 5,595 | 4,080 |
| Right of use assets | 16,902 | 18,455 |
| Other receivables | 3,270 | 4,180 |
| Long-term prepaids | 14,285 | 23,019 |
| Other non-current assets | $64,824 | $78,305 |
- 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 between three 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, | ||
|---|---|---|
| 2025 | 2024 | |
| Finance lease right-of-use assets, net (included in Mineral properties, plant and equipment, net) | $73,293 | $78,863 |
| Operating lease right-of-use assets (included in Other non-current assets) | 16,902 | 18,455 |
| Total lease right-of-use-assets | $90,195 | $97,318 |
| Short-term finance lease liabilities (included in Finance lease liabilities) | $6,757 | $4,792 |
| Short-term operating lease liabilities (included in Accrued liabilities and other) | 2,661 | 1,657 |
| Long-term finance lease liabilities (included in Finance Lease liabilities) | 76,344 | 81,373 |
| Long-term operating lease liabilities (included in Other non-current liabilities) | 17,409 | 19,349 |
| Total lease liabilities | $103,171 | $107,171 |
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, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Operating leases: | |||
| Lease expense | $3,657 | $3,746 | $3,648 |
| Sublease income | (1,100) | (1,081) | (958) |
| Finance leases: | |||
| Amortization of lease cost | 7,295 | 5,878 | 5,346 |
| Interest expense on lease liabilities | 3,767 | 3,934 | 4,645 |
| Variable lease cost | 1,189 | 1,106 | 367 |
| Short-term lease cost | 4,293 | 1,828 | 3,445 |
| Total | $19,101 | $15,411 | $16,493 |
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 Consolidated Statements of Cash Flows for the years ended December 31 were as follows (in thousands):
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Operating leases within cash flows from operating activities | $2,557 | $2,665 | $2,690 |
| Finance leases within cash flows from financing activities | $4,936 | $4,581 | $3,870 |
| Finance leases within cash flows from operating activities | $4,956 | $4,318 | $5,027 |
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, | ||
|---|---|---|
| 2025 | 2024 | |
| Weighted-average remaining lease term - operating leases (in years) | 8.4 | 9.2 |
| Weighted-average remaining lease term - finance leases (in years) | 12.1 | 13.3 |
| Weighted-average discount rate - operating leases | 7.5% | 7.0% |
| Weighted-average discount rate - finance leases | 4.5% | 4.5% |
The following is a schedule of future minimum lease payments under noncancellable finance and operating leases as of December 31, 2025 (in thousands):
| Operating Leases · Finance Leases | ||
|---|---|---|
| 2026 | $3,790 | $10,276 |
| 2027 | 3,597 | 8,532 |
| 2028 | 3,081 | 8,532 |
| 2029 | 2,648 | 8,532 |
| 2030 | 2,058 | 8,532 |
| Thereafter | 11,210 | 63,241 |
| Total minimum lease payments | $26,384 | $107,645 |
| Less: amounts representing interest | 6,314 | 24,544 |
| Present value of net minimum lease payments | 20,070 | 83,101 |
| Less: current portion of lease liabilities | 2,661 | 6,757 |
| Long-term lease liabilities | $17,409 | $76,344 |
- ACCRUED LIABILITIES AND OTHER
Accrued liabilities and other are comprised of the following items (in thousands):
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Accrued liabilities | $94,196 | $71,776 |
| Royalties payable | 22,608 | 17,017 |
| Stock-based compensation liabilities | 21,725 | 6,469 |
| Income taxes payable | 65,347 | 41,077 |
| Lease liabilities | 2,661 | 1,657 |
| Other | 2,751 | 1,385 |
| Total accrued liabilities and other | $209,288 | $139,381 |
- DEBT
The following tables summarize the Company’s debt balances (in thousands):
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| 2019 Notes (1) | $229,640 | $228,572 |
| Current portion | $229,640 | $— |
| Non-current portion | $— | $228,572 |
(1)Amount is net of discount and debt issuance costs of $1.4 million and $1.4 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.
In accordance with the 2019 Notes agreement, 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 2019 Notes were reclassified from Debt, non-current to Current portion of debt as of December 31, 2025 due to the holder right of redemption at par, plus accrued and unpaid interest, which is payable on April 1, 2026 following atwenty business day notice period.
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.
Credit Agreement
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”).
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.
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, 2025, the Company was in compliance with its covenants andno borrowings were outstanding on the Second Amended Credit Agreement, $399.5 million of borrowing capacity was available and outstanding letters of credit totaled $0.5 million.
Scheduled minimum debt repayments are as follows (in thousands):
| 2026 | $230,000 |
| 2027 | $— |
| 2028 | $— |
| 2029 | $— |
| 2030 | $— |
| Thereafter | $— |
As of December 31, 2025, the 2019 Notes were reclassified from non-current debt to the current portion of debt as a result of the holder’s redemption right at par, plus accrued and unpaid interest, exercisable with atwenty business day notice and payable on April 1, 2026.
- EQUITY
The Company has awards outstanding under its 2017, 2020 and 2021 Share Compensation Plans which include stock options, DSUs, RSUs, PSUs, and ISUs up to an aggregate total of 3.8% of the Company’s issued and outstanding common stock. There are 2,837,763 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, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Cost of sales (1) | $2,306 | $797 | $536 |
| General and administrative expense | 42,232 | 3,915 | 4,634 |
| Exploration and evaluation | 23 | 12 | — |
| $44,561 | $4,724 | $5,170 | |
(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 a former director of Alacer to receive a cash payment equal to the fair 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, 2025, 2024, and 2023, total cash paid to settle DSUs and DSU Replacement Units was $2.3 million, nil, and $1.1 million, respectively. The fair value of DSUs and DSU Replacement Units granted and vested was $1.2 million, $1.4 million, and $1.4 million, for the years ended December 31, 2025, 2024, and 2023, respectively.
The following table summarizes the changes in DSUs and DSU Replacement Units outstanding during the year ended December 31, 2025 (in thousands except per share amounts):
| Number of Shares | Weighted Grant Date Fair Value Per Share | Aggregate Intrinsic Value | |
|---|---|---|---|
| Balance as of January 1, 2025 | 876 | $19.26 | |
| Granted | 111 | 10.80 | |
| Exercised/Released | (169) | 13.43 | |
| Canceled/Forfeited | (5) | 12.13 | |
| Balance as of December 31, 2025 | 813 | 19.37 | $17,824 |
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 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 $10.6 million, $8.8 million, and $8.7 million, for the years ended December 31, 2025, 2024 and 2023, respectively. The fair value of RSUs vested was $11.5 million, $7.0 million, and $4.5 million, during the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, there was $9.7 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, 2025 (in thousands except per share amounts):
| Number of Shares | Weighted Average Grant Date Fair Value | Aggregate intrinsic value | |
|---|---|---|---|
| Balance as of January 1, 2025 | 1,883 | $7.52 | |
| Granted | 1,476 | 7.15 | |
| Exercised/Released | (805) | 14.31 | |
| Canceled/Forfeited | (298) | 6.59 | |
| Balance as of December 31, 2025 | 2,256 | 4.98 | $49,472 |
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 achievement of specified factors, including 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 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 and Other non-current liabilities.
During the years ended December 31, 2025, 2024 and 2023, total cash paid to settle PSUs was $0.5 million, $1.7 million, and $1.8 million, respectively. The fair value of PSUs granted was $6.6 million, $6.3 million, and $6.5 million for the years ended December 31, 2025, 2024, and 2023, respectively. The fair value of PSUs vested was $3.4 million, $4.2 million, and $3.9 million, during the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, there was $24.8 million of total unrecognized compensation cost related to unvested PSUs expected to be recognized over approximately 2.0 years.
The following table summarizes the changes in PSUs outstanding during the year ended December 31, 2025:
| Number of Shares | Weighted Average Grant Date Fair Value | Aggregate Intrinsic Value | |
|---|---|---|---|
| Balance as of January 1, 2025 | 1,928 | $9.83 | |
| Granted | 950 | 6.93 | |
| Exercised/Released | (210) | 16.03 | |
| Canceled/Forfeited | (170) | 5.83 | |
| Balance as of December 31, 2025 | 2,498 | 8.48 | $54,756 |
Repurchase of common shares
During the year ended December 31, 2025, the Company madeno repurchases of its outstanding common shares.
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. 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.
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.
- 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, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Decrease (increase) in operating assets: | |||
| Trade and other receivables | $(24,281) | $2,892 | $(42,166) |
| Inventories | (147,925) | (80,289) | (33,341) |
| Prepaids, related party | (23,549) | — | — |
| Other operating assets | (5,086) | 133 | (19,528) |
| Increase (decrease) in operating liabilities: | |||
| Accounts payable | (1,050) | (6,490) | (41,873) |
| Accrued liabilities and other | 30,781 | 12,666 | 4,034 |
| Other operating liabilities | (1,548) | (1,177) | 193 |
| $(172,658) | $(72,265) | $(132,681) | |
Other cash information during the years ended December 31 were as follows (in thousands):
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Interest paid | $(9,035) | $(7,425) | $(16,464) |
| Interest received | $12,786 | $15,744 | $14,928 |
| Income taxes paid (1) | $(101,267) | $(25,541) | $(33,586) |
| Insurance proceeds received related to the Çöpler Incident (2) | $44,409 | $— | $— |
(1)Refer to Note 10 to the Consolidated Financial Statements for further disaggregation of the income taxes paid for the year ended December 31, 2025.
(2)The Company received business interruption insurance proceeds of $44.4 million associated with the Çöpler Incident. These proceeds are classified within operating activities in the Consolidated Statement of Cash Flows, as they represent recovery of lost revenues and operating costs.
Blue Chip Swaps
For the year ended December 31, 2025, the Company converted $121.1 million of blue chip swap securities and incurred losses of $5.8 million. For the year ended December 31, 2024, the Company converted $67.9 million of blue chip swap securities and incurred losses of $19.7 million. For the year ended December 31, 2023, the Company converted $18.6 million of blue chip swap securities and incurred losses of $3.6 million.
- RELATED PARTY TRANSACTIONS
Related party prepaids
During the year ended December 31, 2025, Artmin Madencilik Sanayi Ve Ticaret A.Ş (“Artmin”) advanced payments to Gap İnşaat Yatırım ve Dış Ticaret A.Ş (“Gap İnşaat”) associated with development activities at Hod Maden. Gap İnşaat is a wholly owned subsidiary of Calik Holding. Calik Holding owns 100% of Lidya Madencilik Sanayi ve Ticaret A.Ş (“Lidya Mines”), the Company’s joint venture partner. The Company advanced $24.5 million to Gap İnşaat. During the year ended December 31, 2025, approximately $1.0 million of the advance was reclassified to Mineral properties, plant and equipment, net. As of December 31, 2025, the carrying amount of the advance was approximately $23.5 million.
Related party loan
Artmin Madencilik Sanayi Ve Ticaret A.Ş (“Artmin”) entered into loan agreements with Mariana, 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 December 2030. Artmin’s loans with Horizon had a total borrowing capacity of $51.4 million, of which $51.4 million was outstanding as of December 31, 2025. The liability is included in Debt, related party in the Consolidated Balance Sheets. As of December 31, 2025, no repayments have been made. Interest expense for these loans totaled $2.1 million and $0.7 million for the years ended December 31, 2025 and 2024, respectively. The interest expense on the loan is included in Interest expense in the 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. The loan agreements provide for a non-revolving credit facility in an aggregate principal amount of up to $11.0 million. During the year ended December 31, 2025, the Company amended the terms of the outstanding loan agreements to extend the maturity date from August 2025 to August 2026 and to increase the stated interest rate from 10.00% to 10.15% per annum. The loans are guaranteed by Lidya Madencilik Sanayi ve Ticaret A.Ş. As of December 31, 2025, the outstanding balance of the loan was $11.0 million and is included in Current portion of debt, related party in the Consolidated Balance Sheets. As of December 31, 2025, no repayments have been made. Interest expense totaled $1.2 million and $0.3 million for the year ended December 31, 2025 and 2024, respectively. The interest expense on the loan is included in Interest expense in the Consolidated Statements of Operations.
- 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 has been incurred.
Environmental matters
CC&V - Carlton Tunnel
The Carlton Tunnel was a historic tunnel completed in 1941 with the purpose of draining the southern portion of the mining district, subsequently consolidated by CC&V. CC&V has held discharge permits for the Carlton Tunnel since 1983, primarily to focus on monitoring. The monitoring data accumulated since the mid-1970s have indicated consistency in the water quality discharged from the Carlton Tunnel over time. In 2006, legal proceedings and work with the regulator confirmed that the water flowing out of the Carlton Tunnel portal is akin to natural spring water and did not constitute mine drainage. However, when the Water Quality Control Division of the Colorado Department of Public Health and Environment (the “Division”) issued new discharge permits in January 2021, the Division imposed new water quality limits. In June 2025, the Water Quality Control Commission agreed to site specific standards for CC&V and a Discharger Specific Variance (“DSV”) for certain water quality standards. In January 2026, the Division issued a modification to CC&V's discharge permit to implement site specific standards for certain water quality standards, and a DSV and compliance extension for certain other standards. CC&V continues to study alternative long-term remediation plans for water discharged from the Carlton Tunnel, while also continuing to work with regulators to identify and implement the highest feasible alternative treatments. Depending on the plans that may ultimately be agreed with regulators, a material adjustment to the remediation liability may be required. Refer to Note 3 for further information on the acquisition of CC&V.
Surety bonds
The Company uses surety bonds to support certain environmental bonding obligations. As of December 31, 2025 and 2024, the Company had surety bonds totaling $500.1 million and $153.0 million outstanding, respectively.
Other commitments and contingencies
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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