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美国

证券交易委员会

华盛顿特区20549

表 10-Q

（标记一）

  ☒根据证券交易所第13或15(d)条的季度报告

1934年证券交易法

截至季度末2024年9月30日

或者

  ☐根据1934年证券交易法第13条或第15(d)条的过渡报告

在__________至__________的过渡期间

委员会文件编号:001-35455

SSR矿业公司

(根据其章程规定的注册人准确名称)

不列颠哥伦比亚省 （注册地或其他组织机构的州或其他辖区）						98-0211014 （纳税人识别号码）
Suite 1300 - 6900 E. Layton Ave, 丹佛, 科罗拉多州, 80237

(主要领导机构的地址)

注册人电话号码，包括区号 (303) 292-1299

根据证券法第12(b)条注册的证券。

每一类的名称			交易标的			在其上注册的交易所的名称
无面值普通股			ssr mining			纳斯达克证券交易所 LLC

请用复选标记表示，公司（1）在过去12个月内已提交证券交易法案第13或第15（d）条规定需要提交的所有报告（或公司要求提交此类报告的较短时期），并且（2）过去90天一直受到此类报告要求的约束。☒Yes☐ No

请用勾号表示，注册者是否在过去12个月内按照S-t法规第405条规定的要求，已电子提交了每个互动式数据文件。 ☒Yes☐ No

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大型加速报告人

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截至2023年7月31日，续借贷款协议下未偿还的借款额为202,369,529 2024年10月31日普通股总股数。

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目录

第一部分 - 财务信息
前瞻性声明			2
ÇÖPLER INCIDENt AND 第三章 QUARTER 2024 SUMMARY			3
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			6
简明合并利润表（未经审计）			7
压缩的现金流量表（未经审计）			8
压缩的综合资产负债表（未经审计）			10
未经审计的压缩合并股东权益变动表			12
基本财务报表附注（未经审计）			14
项目2. 管理讨论与分析财务状况和业绩			32
业务概况			32
综合运营结果			32
经营结果			37
流动性和资本资源			42
非依照普遍公认会计准则的财务措施			45
重要会计估计			53
新的财务会计准则			53
事项3.有关市场风险的定量和定性披露			54
事项4.控制和程序			54
第二部分-其他信息
详见本季度10-Q表中我们的简明合并财务报表的注释12——承诺和事项，以获取有关我们的法律诉讼的信息。			54
第1A条. 风险因素			55
项目 2. 未注册的股权销售和款项使用			55
第三部分。对高级证券的违约情况。			55
ITEM 4. 矿业安全披露			55
项目5. 其他信息			56
项目 6. 附件、基本报表排列			57
签名			58

1

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前瞻性声明

本报告中包含的某些陈述（包括在此引用的信息）属于《1933年证券法》第27A条和《1934年证券交易法》第21E条内所述的“前瞻性陈述”，并旨在受到这些条款所提供的安全港的保护。前瞻性陈述可通过诸如“可能”、“将”、“可能”、“应该”、“期望”、“计划”、“预期”、“相信”、“打算”、“估计”、“项目”、“预测”、“潜在”、“继续”等词语，以及以未来时态撰写的陈述来识别。在作出时，前瞻性陈述基于管理层在该时刻已知的信息和/或管理层对未来事件的真诚信念。这些陈述受风险和不确定性的影响，这可能导致公司的实际业绩或结果与其前瞻性陈述中表达的有重大差异。其中许多因素超出了公司的控制或预测能力。鉴于这些不确定性，读者被警告不要过度依赖前瞻性陈述。

前瞻性声明包括但不限于《公司年度报告表格10-k》第Ⅰ部分第1条“前瞻性声明”下列出的类型

本报告中的前瞻性信息和声明基于多个重要因素和假设，包括但不限于在10-K表格中讨论的因素，包括在10-K表格的“业务”，“风险因素”，“前瞻性声明”和“管理讨论与分析财务状况和运营结果”部分讨论的因素。这些因素并非穷尽可能影响公司前瞻性声明和信息的因素，并且这些声明和信息将不会更新以反映在该等声明之后出现的事件或情况，或反映预期或意外事件的发生。

本季度报告中的任何前瞻性声明均反映了我们对未来事件或未来财务表现的当前观点，并涉及已知和未知的风险、不确定性和其他因素，这些因素可能导致我们的实际结果、表现或成就与这些前瞻性声明所暗示的任何未来结果、表现或成就大相径庭。本文讨论的这些风险和不确定性应与本部分II第1A条“风险因素”中讨论的因素以及Form 10-k中第I第IA条“风险因素”一起阅读。

2

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第一部分 - 财务信息

乔普勒事件

2024年2月13日，ssr mining及其子公司（统称“ssr mining”或“公司”）由于堆浸堆的重大滑坡（“Çöpler事件”），暂停了在其Çöpler物业的所有运营。与Çöpler事件有关，九名员工丧生。

在Çöpler事件之后，公司专注于四个关键重点：(1) 寻找我们失踪的同事；(2) 控制事件并修复现场；(3) 调查事件的根本原因；和 (4) 为Çöpler矿山的重新启动做准备。

关于失踪同事，所有九名个体已被找到并归还家人，我们继续支持受Çöpler事故影响的家庭和社区成员。

所有计划的遏制基础设施，包括灌浆帷幕、围堰和支撑墙，以及抽水系统和Sabırlı溪流转移，均已成功安装并证明有效。来自土耳其政府官员的公开声明继续强调，在取样地点周围，土壤、水源和空气都没有记录到可观测到的污染。

公司在与土耳其当局合作的过程中继续推进现场的修复工作。截至目前，已将超过1600万吨（约86%）的被转移的堆浸材料搬至临时存储地点，包括几乎所有来自Sabırlı谷的被转移材料。作为修复工作的一部分，堆浸垫层将被永久关闭，堆浸处理将不再在Çöpler进行。我们正在与土耳其政府官员讨论最终修复计划，包括东侧存储设施的批准和施工，该设施将永久存储被转移的材料。

Çöpler的修复和遏制工作预计总成本在250.0至30000万美元之间，并将总共需要24至36个月完成。2024年第三季度，在Çöpler进行的修复活动支出了4830万美元，自2024年4月1日以来的总修复支出达到了10330万美元。

在2010年开始生产之前准备的堆浸设施初始设计，以及此后每次扩建，均由独立的第三方工程公司进行工程设计、审查和批准。在堆浸设施一生中的各个建设阶段，也进行了第三方审查以确保符合基础工程设计参数。

The investigations into the cause of the Çöpler Incident began shortly after the event. The Company has commissioned independent experts to review the design, construction, and operation of the heap leach facility. To date, this review has not identified any material non-conformance with the construction or operation of the heap leach facility relative to the third-party engineered design parameters.

SSR Mining继续与相关管理机构密切合作，推进Çöpler矿山重新启动所需许可的申请。一旦获得所有必要的监管批准，包括操作许可，预计Çöpler的初期运营将在20天内重新启动，并将包括处理存储矿石和Çakmaktepe矿山开采的矿石的组合，同时继续进行修复工作。

正如先前披露的，在Çöpler事故发生前的2023年11月，在当地法院对Çöpler矿山的环境影响评估提起了法律诉讼，该评估在2021年获得批准（“2021 EIA”）。2024年8月20日，当地法院作出决定，取消了2021 EIA，原因是2021 EIA批准过程存在不足之处。曾批准2021 EIA的土耳其环境、城市化和气候变化部对该决定提出了上诉，公司同时也提出了同时介入上诉。正如先前披露的，随着2021 EIA的取消，Çöpler的操作指导方针恢复到公司之前于2014年发布的环境影响评估中所述，其中规定了硫化物工厂操作的较低处理速度为每天6,000吨，而2021 EIA下是每天9,000吨。

3

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目前，我们无法估计或预测Çöpler矿场何时以及在什么条件下恢复运营。此外，ssr mining目前无法评估在2014年EIA框架下运营对影响的完全范围。有关Çöpler事故的更多信息，包括讨论相关风险，请参阅截至2023年12月31日提交的公司年度10-k表格，即2024年2月27日提交的，截至2024年3月31日提交的季度10-Q表格，即2024年5月8日提交的，以及截至2024年6月30日提交的，即2024年7月31日提交的季度报告，以及此处提供的信息。

4

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THIRD QUARTER 2024 SUMMARY (United States dollars, except per share, per ounce and per pound amounts): (1)

•经营业绩： 2024年第三季度黄金当量产量为97,429盎司。2024年第三季度，Çöpler矿的运营由于2024年2月13日的事故而继续暂停。此外，由于矿区附近发生森林大火，Seabee矿的运营于2024年8月21日也被暂停。Seabee于2024年10月11日成功重新启动运营。截至目前为止，公司的总产量为275,113盎司黄金当量，销售成本为每盎司1,312美元，全面维持成本(AISC)为每盎司1,886美元。截至目前为止，公司的全面维持成本(AISC)包括4900万美元的现金护理和维护成本，约为每盎司179美元，其中Çöpler支出4150万美元，Seabee支出770万美元。

•财务结果： ssr mining股东在2024年第三季度的净利润为1060万美元，每股稀释股份0.05美元，其中Çöpler发生的维护成本为2980万美元，Seabee为960万美元。调整后2024年第三季度ssr mining股东的净利润为640万美元，每股稀释股份0.03美元，在调整Çöpler事故及其他税收影响相关项目后。2024年第三季度，营运现金流为负130万美元，自由现金流为负3410万美元。

•Cash and liquidity position: As of September 30, 2024, the Company had a cash and cash equivalent balance of $334.3 million and total liquidity of $834.0 million inclusive of its revolving credit facility and accompanying accordion feature. At the end of the third quarter, the Company had no borrowings outstanding under the revolving credit facility, exclusive of de minimus letters of credit, and was in compliance with its covenants.

•Seabee Operations: Following the temporarily suspension of operations at Seabee due to forest fires, employees were cleared to return to the site on September 23, 2024 to begin repairs to remote equipment damaged by the fires, including power poles, piping, and exploration equipment. Operations at Seabee were fully reinstated on October 11, 2024.

•Çöpler整治措施： 截至2024年9月30日，几乎所有在2月13日事件期间被移除的堆浸材料已经从Sabırlı Valley中清除。第三季度的整治支出总额为4830万美元，自2024年4月1日以来，总整治支出达到10330万美元。

(1) AISC、自由现金流、调整后归属净利润（损失）以及每股调整后归属净利润（损失）为非依据美国通用会计准则（GAAP）的财务指标。有关这些指标的说明和与美国GAAP下计算的最相近财务指标的调和，请参阅本文“非GAAP财务指标”部分下的讨论。

5

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ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

6

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SSR Mining Inc.

简明的汇总操作表

（未经审计，金额以千为单位，每股除外）

			三个月结束 9月30日，																		九个月结束 9月30日，
			2024									2023									2024									2023
营业收入			$			257,356						$			385,390						$			672,431						$			1,001,030
经营成本和费用：
销售成本 (1)						138,281									214,670									360,764									584,607
折旧、资源递耗和摊销						30,443									55,990									91,852									147,727
总务费用						19,016									17,539									45,329									52,369
勘探与评估						11,364									14,886									32,850									39,386
固体废物清理和修复成本						2,414									2,173									280,146									6,519
减值损失						369									2,637									114,599									2,637
保养维护						39,374									—									84,339									—
其他经营费用（收入），净额						7,058									30									19,219									406
业务利润（亏损）						9,037									77,465									(356,667)									167,379
其他收入（支出）：
利息支出						(2,942)									(4,080)									(9,702)									(14,099)
其他费用收益						8,575									11,378									17,310									36,799
汇率期货损益						(7,521)									(22,997)									(7,558)									(57,358)
其他收入（支出）总额						(1,888)									(15,699)									50									(34,658)
净利润（税前亏损）						7,149									61,766									(356,617)									132,721
所得税和矿业税收益（费用）						(869)									(68,893)									7,641									11,707
关联公司的权益收益（损失）						(29)									(118)									(471)									(293)
						6,251									(7,245)									(349,447)									144,135
						4,306									22,404									82,615									(24,297)
净利润（亏损）归属于ssr mining股东			$			10,557						$			15,159						$			(266,832)						$			119,838
每股净利润（损失）归属于ssr mining股东
Basic			$			0.05						$			0.07						$			(1.32)						$			0.58
摊薄后			$			0.05						$			0.07						$			(1.32)						$			0.57

(1) 不包括折旧、耗尽和摊销。

(Shares In thousands)    

7

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SSR Mining Inc.

简明的综合现金流量表

（未经审计，以千为单位）

			截至9月30日的九个月
			2024									2023
经营活动
			$			(349,447)						$			144,135
调整项目：
折旧、资源递耗和摊销						91,852									147,727
固体废物清理和修复成本						280,146									6,519
支付用于修复和补救责任的款项						(126,848)									(1,249)
延迟所得税						(31,676)									(32,233)
基于股票的报酬						562									6,287
市场证券公允价值变动						(6,749)									(565)
收购库存的非现金公允价值调整						2,830									12,986
堆浸垫存货减值（恢复）						(274)									6,305
资产出售和处置的损失（收益），净额						(5,133)									1,610
减值损失						114,599									2,637
递延考虑公允价值变动						(2,208)									1,673
其他税费						4,865									—
汇率期货损益						10,448									39,842
非现金护理和维护						35,157									—
变动 certain 资产和负债，扣除收购和处置的影响：						4,648									561
营运资产和负债的净变动						(77,621)									(117,669)
经营活动产生的净现金流量 营业活动产生的现金流量净额						(54,849)									218,566
投资活动
矿产、厂房和设备的增加						(104,961)									(164,633)
并购，净额 (1)						—									(119,925)
购买有市场流通的证券						(22,262)									(3,828)
可变现证券销售净收益						19,268									8,258
出售矿产、厂房和设备的收益						4,853									—
对权益法下的投资的投资						(454)									—
其他投资活动						—									(83)
投资活动产生的净现金流出						(103,556)									(280,211)
融资活动
偿还债务，本金						(920)									(71,153)
发行债务款项，关联方						18,375									4,500
3						(9,825)									(45,305)
行使股票期权所得						—									208
财务租赁的本金偿还						(3,020)									(2,889)
分红派息						—									(43,167)
筹集资金的净现金流量						4,610									(157,806)
汇率变动对现金及现金等价物的影响						(4,358)									(31,880)
现金、现金等价物和受限制的现金的净增加（减少）						(158,153)									(251,331)
期初现金、现金等价物和受限制现金						492,494									689,106
期末现金、现金等价物及受限现金			$			334,341						$			437,775

8

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SSR Mining Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited, in thousands)

			Nine Months Ended September 30,
			2024									2023
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents			$			334,341						$			437,675
Restricted cash						—									100
Total cash, cash equivalents, and restricted cash			$			334,341						$			437,775

(1) Acquisitions, net for the nine months ended September 30, 2023 is comprised of $120.0 million cash paid in the acquisition of Hod Maden Project, net of cash and cash equivalents acquired.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.    

9

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SSR Mining Inc.

Condensed Consolidated Balance Sheets

(unaudited, in thousands)

			September 30, 2024									December 31, 2023
ASSETS
Cash and cash equivalents			$			334,341						$			492,393
Marketable securities						31,411									20,944
Trade and other receivables						114,794									142,180
Inventories						494,618									515,143
Restricted cash						—									101
Prepaids and other current assets						21,305									25,715
Total current assets						996,469									1,196,476
Mineral properties, plant and equipment, net						3,797,671									3,872,886
Inventories						253,073									219,808
Equity method investments						110									127
Deferred income tax assets						19,937									22,307
Other non-current assets						76,659									74,169
Total assets (1)			$			5,143,919						$			5,385,773
LIABILITIES
Accounts payable			$			26,749						$			37,095
Accrued liabilities and other						118,298									124,639
Reclamation and remediation liabilities						94,110									3,364
Finance lease liabilities						4,738									4,555
Current portion of debt						—									920
Current portion of debt, related party						11,000									—
Total current liabilities						254,895									170,573
Debt						228,305									227,516
Debt, related party						13,919									6,544
Finance lease liabilities						82,596									86,141
Reclamation and remediation liabilities						232,461									170,455
Deferred income tax liabilities						329,806									363,852
Other non-current liabilities						53,180									56,489
Total liabilities (1)						1,195,162									1,081,570
EQUITY
Common shares – unlimited authorized common shares with no par value; 202,109 and 202,952 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively						2,992,439									3,005,015
Retained earnings (deficit)						107,810									368,065
SSR Mining’s shareholders’ equity						3,100,249									3,373,080
Non-controlling interest						848,508									931,123
Total equity						3,948,757									4,304,203
Total liabilities and equity			$			5,143,919						$			5,385,773

10

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SSR Mining Inc.

Condensed Consolidated Balance Sheets

(unaudited, in thousands)

(1) The consolidated assets as of September 30, 2024 and December 31, 2023 include $3,436.1 million and $3,593.5 million, respectively, of assets of variable interest entities (“VIEs”) that can only be used to settle the obligations of the VIEs. As of September 30, 2024 and December 31, 2023, the assets include Cash and cash equivalents of $28.7 million and $42.8 million, respectively; Trade and other receivables of $4.3 million and $30.8 million, respectively; Inventories, current of $54.3 million and $165.2 million, respectively; Prepaids and other current assets of $7.5 million and $8.7 million, respectively; Mineral properties, plant and equipment, net of $3,084.2 million and $3,126.2 million, respectively; Inventories, non-current of $253.1 million and $218.1 million, respectively; and Other non-current assets of $4.0 million and $1.7 million, respectively. The consolidated liabilities as of September 30, 2024 and December 31, 2023 include $539.9 million and $418.6 million, respectively, of liabilities of VIEs whose creditors have no recourse to the Company. As of September 30, 2024 and December 31, 2023, the liabilities include Accounts payable of $6.4 million and $17.8 million, respectively; Accrued liabilities and other of $31.6 million and $32.8 million, respectively; Reclamation and remediation liabilities, current of $90.1 million and $1.8 million, respectively; Finance lease liabilities, non-current of $82.6 million and $86.2 million, respectively; Reclamation and remediation liabilities, non-current of $97.1 million and $36.8 million, respectively; Deferred income tax liabilities of $204.2 million and $232.9 million, respectively; and Other non-current liabilities of $27.9 million and $10.3 million, respectively.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

11

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SSR Mining Inc.

Condensed Consolidated Statement of Changes in Equity

(unaudited, in thousands)

			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 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 restricted share units (RSUs)			255									—									—									—									—									—
Equity-settled stock-based compensation			—									2,612									—									2,612									—									2,612
Net income (loss)			—									—									(287,082)									(287,082)									(71,080)									(358,162)
Balance as of March 31, 2024			202,090						$			2,991,225						$			87,560						$			3,078,785						$			860,043						$			3,938,828
Settlement of RSUs			6									—									—									—									—									—
Equity-settled stock-based compensation			—									(150)									—									(150)									—									(150)
Net income (loss)			—									—									9,693									9,693									(7,229)									2,464
Balance as of June 30, 2024			202,096						$			2,991,075						$			97,253						$			3,088,328						$			852,814						$			3,941,142
Settlement of RSUs			13									—									—									—									—									—
Equity-settled share-based compensation			—									1,364									—									1,364									—									1,364
Net income (loss)			—									—									10,557									10,557									(4,306)									6,251
Balance as of September 30, 2024			202,109						$			2,992,439						$			107,810						$			3,100,249						$			848,508						$			3,948,757

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SSR Mining Inc.

Condensed Consolidated Statement of Changes in Equity

(unaudited, in thousands)

			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 December 31, 2022			206,653						$			3,057,920						$			521,817						$			3,579,737						$			546,462						$			4,126,199
Repurchase of common shares			(348)									(5,111)									(86)									(5,197)									—									(5,197)
Exercise of stock options			17									216									—									216									—									216
Settlement of RSUs			198									—									—									—									—									—
Equity-settled stock-based compensation			—									2,037									—									2,037									—									2,037
Dividends paid to SSR Mining shareholders			—									—									(14,448)									(14,448)									—									(14,448)
Net income (loss)			—									—									29,813									29,813									(809)									29,004
Balance as of March 31, 2023			206,520						$			3,055,062						$			537,096						$			3,592,158						$			545,653						$			4,137,811
Repurchase of common shares			(2,679)									(39,329)									(779)									(40,108)									—									(40,108)
Settlement of RSUs			30									—									—									—									—									—
Equity-settled stock-based compensation			—									1,111									—									1,111									—									1,111
Dividends paid to SSR Mining shareholders			—									—									(14,340)									(14,340)									—									(14,340)
Acquisition of non-controlling interest			—									—									—									—									404,878									404,878
Net income (loss)			—									—									74,866									74,866									47,510									122,376
Balance as of June 30, 2023			203,871						$			3,016,844						$			596,843						$			3,613,687						$			998,041						$			4,611,728
Settlement of RSUs			17									—									—									—									—									—
Equity-settled share-based compensation			—									1,010									—									1,010									—									1,010
Dividends paid to SSR Mining shareholders			—									—									(14,379)									(14,379)									—									(14,379)
Contributions from non-controlling interest			—									—									—									—									2,001									2,001
Net income (loss)			—									—									15,159									15,159									(22,404)									(7,245)
Balance as of September 30, 2023			203,888						$			3,017,854						$			597,623						$			3,615,477						$			977,638						$			4,593,115

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.    

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SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1.THE COMPANY

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

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

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

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

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Risks and Uncertainties

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

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

14

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SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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

Basis of Presentation

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

Recently Issued Accounting Pronouncements

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

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

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss and interim disclosures of a reportable segment’s profit or loss and assets. The standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company does not expect the adoption to have a material impact on the consolidated financial statements or disclosures.

3.ÇÖPLER INCIDENT

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

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SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Reclamation and remediation liabilities

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

Reclamation

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

Remediation

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

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

			2024
Balance as of January 1			$			—
Initial estimate of reclamation and remediation costs						272,903
Expenditures						(22,466)
Balance as of March 31						250,437
Additions, changes in estimate and other						—
Expenditures						(54,969)
Balance as of June 30						195,468
Additions, changes in estimate and other						—
Expenditures						(48,324)
Balance as of September 30						147,144
Less: current portion						90,055
Non-current reclamation and remediation liabilities			$			57,089

Impairment charges

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

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SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Contingencies and other legal matters

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

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

			2024
Balance as of January 1			$			—
Initial estimate of contingencies						15,310
Balance as of March 31						15,310
Payments						(2,711)
Balance as of June 30						12,599
Change in estimate						(7,850)
Payments						(3,749)
Balance as of September 30			$			1,000

4.ACQUISITIONS AND DIVESTITURES

Acquisitions

Hod Maden Project

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

The Company determined that Artmin is a variable interest entity (“VIE”) for which it is the primary beneficiary and is consolidated under ASC 810 as the Company has the power to direct the significant activities and the right to receive benefits and obligation to absorb losses of Artmin. The assets of Artmin can only be used to settle the obligations of Artmin and not the obligations of the Company. The creditors of Artmin do not have recourse to the assets or general credit of the Company to satisfy its liabilities. The Company concluded that Artmin was not a business based on its assessment under ASC 805 and accounted for the acquisition as an initial consolidation of a VIE that is not a business under ASC 810. The Company incurred transaction costs of approximately $0.4 million in connection with the Transaction included in Other operating expense (income), net in the Condensed Consolidated Statements of Operations. The assets acquired are included in the Corporate and other operating segment.

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SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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 in five installments beginning with the commencement of an initial drilling program at the San Luis project and ending on the second anniversary of commercial production. The consideration received does not include certain payments that are contingent upon completion of a feasibility study and commercial production as the consideration is variable and constrained under ASC 606. The consideration will be recorded as a gain in the period in which it is probable that a significant reversal will not occur, which is expected upon advancement of the San Luis project and achievement of project development milestones. The assets were included in Corporate and other in Note 5. The Company retained a 4.0% net smelter return royalty (“NSR”) on the San Luis project, half of which can be repurchased by Highlander Silver for $15.0 million at any time until the commencement of construction.

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SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

5.OPERATING SEGMENTS

The Company currently has four producing mines which represent the Company’s reportable and operating segments. The results of operating segments are reviewed by the Company's chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segments and to assess their performance. All operations at Çöpler ceased on February 13, 2024, following the Çöpler Incident. On August 21, 2024, the Company suspended operations at Seabee due to forest fires in the vicinity of the mine. Seabee successfully restarted mining operations on October 11, 2024.

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

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

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

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

(3)Excludes depreciation, depletion, and amortization.

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

19

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SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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

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

(2)Excludes depreciation, depletion, and amortization.

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

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

(2)Excludes depreciation, depletion, and amortization.

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

20

---

SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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

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

(2)Excludes depreciation, depletion, and amortization.

21

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SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

6.REVENUE

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

			Three Months Ended September 30,																		Nine Months Ended September 30,
			2024									2023									2024									2023
Gold doré sales
Çöpler			$			11,804						$			113,156						$			60,031						$			320,157
Marigold						119,888									158,594									257,381									374,495
Seabee						27,886									36,608									122,360									98,735
Concentrate sales
Puna						94,563									75,373									225,781									192,932
Other (1)
Çöpler						—									1,306									345									2,674
Marigold						20									26									84									99
Seabee						11									17									51									41
Puna						3,184									310									6,398									11,897
Total			$			257,356						$			385,390						$			672,431						$			1,001,030

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

Revenue by metal

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

			Three Months Ended September 30,																		Nine Months Ended September 30,
			2024									2023									2024									2023
Gold			$			159,578						$			308,358						$			439,772						$			793,387
Silver						80,845									62,705									189,455									152,752
Lead						12,964									11,400									33,333									33,431
Zinc						754									1,268									2,993									6,749
Other (1)						3,215									1,659									6,878									14,711
Total			$			257,356						$			385,390						$			672,431						$			1,001,030

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

Provisional metal sales

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

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

22

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SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

7.INCOME AND MINING TAXES

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

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

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

8.OTHER OPERATING EXPENSE (INCOME), NET

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

			Three Months Ended September 30,																		Nine Months Ended September 30,
			2024									2023									2024									2023
Loss (gain) on sale and disposal of assets, net			$			466						$			—						$			(5,133)						$			—
Contingencies and expenses related to the Çöpler incident						1,600									—									19,273									—
Other taxes						4,865									—									4,865
Other						127									30									214									406
Total			$			7,058						$			30						$			19,219						$			406

9.OTHER INCOME (EXPENSE)

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

			Three Months Ended September 30,																		Nine Months Ended September 30,
			2024									2023									2024									2023
Interest income			$			3,881						$			6,098						$			13,682						$			21,015
Gain (loss) on investments and on marketable security sales						2,866									8,437									11,098									19,839
Change in fair value of marketable securities						(330)									(555)									(6,749)									565
Gain (loss) on sale of mineral properties, plant, and equipment						—									(560)									—									(1,610)
Other						2,158									(2,042)									(721)									(3,010)
Total			$			8,575						$			11,378						$			17,310						$			36,799

23

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SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

10.INCOME (LOSS) PER SHARE

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

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

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

			Three Months Ended September 30,																		Nine Months Ended September 30,
			2024									2023									2024									2023
Net income (loss)			$			6,251						$			(7,245)						$			(349,447)						$			144,135
Net (income) loss attributable to non-controlling interest						4,306									22,404									82,615									(24,297)
Net income (loss) attributable to SSR Mining shareholders						10,557									15,159									(266,832)									119,838
Interest saving on 2019 Notes, net of tax						—									—									—									3,693
Net income (loss) used in the calculation of diluted net income per share			$			10,557						$			15,159						$			(266,832)						$			123,531
Weighted average number of common shares issued						202,140									203,878									202,209									205,101
Adjustments for dilutive instruments:
Restricted share units						307									—									—									8
2019 Notes						—									—									—									12,793
Diluted weighted average number of shares outstanding						202,447									203,878									202,209									217,902
Net income (loss) per share attributable to SSR Mining shareholders
Basic			$			0.05						$			0.07						$			(1.32)						$			0.58
Diluted			$			0.05						$			0.07						$			(1.32)						$			0.57

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

For the nine months ended September 30, 2024, $3.7 million of interest saving on convertible notes, net of tax, 12,921 common shares, and 389 restricted share units were excluded from the diluted income per common share calculation because the Company incurred a net loss and the effect would be antidilutive.

24

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SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

11.FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Refer to Note 12 to the audited consolidated financial statements in the Company’s 2023 Annual Report on Form 10-K for further information on the Company's assets and liabilities measured at fair value. The following tables set forth the Company’s assets and liabilities measured at fair value on a recurring (at least annually) and nonrecurring basis by level within the fair value hierarchy (in thousands):

			Fair value at September 30, 2024
			Level 1									Level 2									Level 3									Total
Assets:
Cash			$			334,341						$			—						$			—						$			334,341
Marketable securities (1)						34,367									—									—									34,367
Trade receivables from provisional sales, net (2)						—									69,522									—									69,522
Deferred consideration						—									—									25,799									25,799
			$			368,708						$			69,522						$			25,799						$			464,029
Liabilities:
Contingent consideration			$			—						$			—						$			28,156						$			28,156
Option liability - EMX shares (3)						—									1,013									—									1,013
Other						—									368									—									368
			$			—						$			1,381						$			28,156						$			29,537

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

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

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

25

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SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

			Fair value at December 31, 2023
			Level 1									Level 2									Level 3									Total
Assets:
Cash			$			492,393						$			—						$			—						$			492,393
Restricted cash						101									—									—									101
Marketable securities (1)						28,351									—									—									28,351
Trade receivables from provisional sales, net (2)						—									86,897									—									86,897
Deferred consideration						—									—									21,213									21,213
			$			520,845						$			86,897						$			21,213						$			628,955
Liabilities:
Contingent consideration			$			—						$			—						$			29,648						$			29,648
Option liability - EMX shares (3)						—									1,431									—									1,431
			$			—						$			1,431						$			29,648						$			31,079

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

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

(3)The fair value of the option liability, which represents the option of the holder to acquire an EMX common share from SSR, was determined using the Black-Scholes model. The inputs to the Black-Scholes model as of December 31, 2023 included the EMX stock price of CAD $2.19 per share, exercise price of CAD $2.27 per unit, one-year maturity, one-year risk-free rate of 4.8%, and annualized volatility of 34.1%.

26

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SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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

			Nine Months Ended September 30,
			2024									2023
Deferred consideration assets:
Balance as of January 1			$			21,213						$			24,369
Revaluations						2,208									(1,055)
Additions						2,378									—
Collections						—									(474)
Balance as of September 30			$			25,799						$			22,840

			Nine Months Ended September 30,
			2024									2023
Contingent consideration liabilities:
Balance as of January 1			$			29,648						$			—
Assumption of deferred consideration						—									28,600
Revaluations						(1,492)									617
Balance as of September 30			$			28,156						$			29,217

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

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

									September 30, 2024																		December 31, 2023
			Level						Carrying amount									Fair value									Carrying amount									Fair value
2019 Notes (1)			1						$			228,305						$			216,545						$			227,516						$			216,545

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

12.TRADE AND OTHER RECEIVABLES

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

			September 30, 2024									December 31, 2023
Trade receivables			$			73,297						$			91,340
Value added tax receivables						22,137									30,554
Income tax receivable						1,045									3,172
Other taxes receivable						14,665									11,734
Other						3,650									5,380
Total			$			114,794						$			142,180

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

27

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SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

13.INVENTORIES

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

			September 30, 2024									December 31, 2023
Materials and supplies			$			116,072						$			104,217
Stockpiled ore						58,406									77,142
Leach pad inventory						297,352									305,271
Work-in-process						6,289									7,189
Finished goods						16,499									21,324
Total current inventories						494,618									515,143
Stockpiled ore						253,073									218,139
Materials and supplies						—									1,669
Total non-current inventories			$			253,073						$			219,808

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

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

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

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

14.MINERAL PROPERTIES, PLANT AND EQUIPMENT, NET

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

			September 30, 2024									December 31, 2023
Plant and equipment (1)			$			1,870,780						$			1,889,634
Construction in process						118,836									86,304
Mineral properties subject to depletion						2,105,666									2,085,678
Mineral properties not yet subject to depletion						884,085									878,712
Exploration and evaluation assets						253,841									253,842
Total mineral properties, plant, and equipment						5,233,208									5,194,170
Accumulated depreciation, plant and equipment						(778,122)									(714,579)
Accumulated depletion, mineral properties						(657,415)									(606,705)
Mineral properties, plant, and equipment, net			$			3,797,671						$			3,872,886

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

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

28

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SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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

15.ACCRUED LIABILITIES AND OTHER

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

			September 30, 2024									December 31, 2023
Accrued liabilities			$			86,081						$			66,478
Royalties payable						10,256									28,550
Stock-based compensation liabilities						5,078									9,048
Income taxes payable						15,291									16,392
Lease liabilities						1,572									1,545
Other						20									2,626
Total accrued liabilities and other			$			118,298						$			124,639

16.DEBT

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

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

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

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

17.EQUITY

Repurchase of common shares

On June 16, 2023, the Company received approval of its Normal Course Issuer Bid (“2023 NCIB”) to purchase for cancellation up to 10.2 million of its common shares through the facilities of the TSX, Nasdaq or other Canadian and U.S. marketplaces over a twelve-month period beginning June 20, 2023 and ending June 19, 2024. On November 27, 2023, in connection with the 2023 NCIB, the Company entered into an automatic share purchase plan with its broker to allow for the repurchase of shares at times when the Company ordinarily would not be active in the market due to regulatory restrictions and customary self-imposed blackout periods. Following the Çöpler Incident, the Company terminated the automatic share purchase plan effective March 1, 2024.

On June 19, 2023, the Normal Course Issuer Bid established as of June 20, 2022 (the “2022 NCIB”), expired. Under the 2022 NCIB, the Company was authorized to purchase for cancellation up to 10.6 million of its common shares through the facilities of the TSX, Nasdaq or other Canadian and U.S. marketplaces over a twelve-month period.

29

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SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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

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

18.SUPPLEMENTAL CASH FLOW INFORMATION

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

			Nine Months Ended September 30,
			2024									2023
Decrease (increase) in operating assets:
Trade and other receivables			$			16,621						$			(22,143)
Inventories						(77,929)									(41,936)
Other operating assets						1,706									(8,563)
Increase (decrease) in operating liabilities:
Accounts payable						(10,278)									(25,561)
Accrued liabilities and other						(4,980)									(19,085)
Other operating liabilities						(2,761)									(381)
			$			(77,621)						$			(117,669)

Other cash information was as follows (in thousands):

			Nine Months Ended September 30,
			2024									2023
Interest paid			$			(7,029)						$			(14,724)
Interest received			$			13,014						$			11,858
Income taxes paid			$			(22,987)						$			(25,434)

30

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SSR Mining Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

19.RELATED PARTY TRANSACTIONS

Related party loan

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

Related party line of credit

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

20.COMMITMENTS AND CONTINGENCIES

General

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

Environmental matters

The Company uses surety bonds to support certain environmental bonding obligations. As of September 30, 2024 and December 31, 2023, the Company had surety bonds totaling $156.0 million and $142.7 million outstanding, respectively.

Other commitments and contingencies

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

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

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of SSR Mining Inc. and its subsidiaries (collectively, the “Company”). The Company uses certain non-GAAP financial measures in this MD&A; for a description of each of these measures, please see the discussion under “Non-GAAP Financial Measures” in Part I, Item 2, Management’s Discussion and Analysis herein.

This item should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto included in this quarterly report. Additionally, the following discussion and analysis should be read in conjunction with the Consolidated Financial Statements, the related Management’s Discussion and Analysis of Financial Condition and Results of Operations and the discussion of Business Properties included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on February 27, 2024 (“Form 10-K”).

Business Overview

SSR Mining Inc. and its subsidiaries (collectively, “SSR Mining,” or “Company”) is a precious metals mining company with four properties located in the United States, Türkiye, Canada and Argentina. The Company is primarily engaged in the operation, acquisition, exploration and development of precious metal resource properties located in Türkiye and the Americas. The Company produces gold doré as well as copper, silver, lead and zinc concentrates.

Refer to the “Çöpler Incident and Third Quarter 2024 Summary”, “Consolidation Results of Operations”, “Results of Operations”, “Liquidity and Capital Resources” and “Non-GAAP Financial Measures” for information for the three and nine months ended September 30, 2024.

Consolidated Results of Operations

A summary of the Company's consolidated financial and operating results for the three and nine months ended September 30, 2024 and 2023 are presented below (in thousands):

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						Three Months Ended September 30,																								Nine Months Ended September 30,
						2024									2023									Change (%)						2024									2023									Change (%)
Financial Results
Revenue						$			257,356						$			385,390						(33.2)		%				$			672,431						$			1,001,030						(32.8)		%
Cost of sales (1)						$			138,281						$			214,670						(35.6)		%				$			360,764						$			584,607						(38.3)		%
Depreciation, depletion, and amortization						$			30,443						$			55,990						(45.6)		%				$			91,852						$			147,727						(37.8)		%
Reclamation and remediation costs						$			2,414						$			2,173						11.1		%				$			280,146						$			6,519						4197.4		%
Impairment charges						$			369						$			2,637						(86.0)		%				$			114,599						$			2,637						4245.8		%
Operating income						$			9,037						$			77,465						(88.3)		%				$			(356,667)						$			167,379						(313.1)		%
Net income (loss)						$			6,251						$			(7,245)						186.3		%				$			(349,447)						$			144,135						(342.4)		%
Net income (loss) attributable to SSR Mining shareholders						$			10,557						$			15,159						(30.4)		%				$			(266,832)						$			119,838						(322.7)		%
Basic net income (loss) per share attributable to SSR Mining shareholders						$			0.05						$			0.07						(28.6)		%				$			(1.32)						$			0.58						(327.6)		%
Diluted net income (loss) per share attributable to SSR Mining shareholders									0.05									0.07						(28.6)		%							(1.32)									0.57						(331.6)		%
Adjusted attributable net income (loss) (2)						$			6,360						$			53,040						(88.0)		%				$			36,325						$			149,417						(75.7)		%
Adjusted basic attributable net income (loss) per share (2)						$			0.03						$			0.26						(88.5)		%				$			0.18						$			0.73						(75.3)		%
Adjusted diluted attributable net income (loss) per share (2)						$			0.03						$			0.26						(88.5)		%				$			0.18						$			0.70						(74.3)		%
Operating Results
Gold produced (oz)									63,155									159,863						(60.5)		%							185,835									411,587						(54.8)		%
Gold sold (oz)									63,052									161,227						(60.9)		%							192,801									412,254						(53.2)		%
Silver produced ('000 oz)									2,885									2,645						9.1		%							7,531									6,930						8.7		%
Silver sold ('000 oz)									2,785									2,852						(2.3)		%							6,933									7,090						(2.2)		%
Lead produced ('000 lb) (3)									15,005									10,403						44.2		%							38,294									31,957						19.8		%
Lead sold ('000 lb) (3)									14,304									11,707						22.2		%							35,355									34,882						1.4		%
Zinc produced ('000 lb) (3)									878									1,577						(44.3)		%							2,954									5,805						(49.1)		%
Zinc sold ('000 lb) (3)									660									1,454						(54.6)		%							2,589									6,174						(58.1)		%
Gold equivalent produced (oz) (4)									97,429									192,195						(49.3)		%							275,113									495,668						(44.5)		%
Gold equivalent sold (oz) (4)									96,143									196,088						(51.0)		%							274,996									498,284						(44.8)		%
Average realized gold price ($/oz sold)						$			2,531						$			1,913						32.3		%				$			2,281						$			1,925						18.5		%
Average realized silver price ($/oz sold)						$			30.05						$			21.99						36.7		%				$			28.23						$			23.14						22.0		%
Cost of sales per gold equivalent ounce sold (1, 4)						$			1,438						$			1,095						31.3		%				$			1,312						$			1,173						11.8		%
Cash cost per gold equivalent ounce sold (2, 4)						$			1,312						$			1,046						25.4		%				$			1,198						$			1,114						7.5		%
AISC per gold equivalent ounce sold (2, 4)						$			2,065						$			1,289						60.2		%				$			1,886						$			1,516						24.4		%

(1)Excludes depreciation, depletion, and amortization.

(2)The Company reports non-GAAP financial measures including adjusted attributable net income (loss), adjusted basic attributable net income (loss) per share, cash costs and all in sustaining costs (“AISC”) per ounce sold to manage and evaluate its operating performance at its mines. See “Non-GAAP Financial Measures” for an explanation of these financial measures and a reconciliation of these financial measures to Net income (loss) attributable to SSR Mining shareholders and Cost of sales, which are the comparable GAAP financial measures.

(3)Data for lead production and sales relate only to lead in lead concentrate. Data for zinc production and sales relate only to zinc in zinc concentrate.

(4)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average London Bullion Market Association (“LBMA”) prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.

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Revenue

For the three months ended September 30, 2024, revenue decreased by $128.0 million, or 33.2%, to $257.4 million, as compared to $385.4 million for the three months ended September 30, 2023. The decrease was mainly due to 60.9% fewer gold equivalent ounces sold, or $191.2 million, partially offset by a 32.3% higher average realized gold price, or $63.2 million. The decrease in gold ounces sold was primarily related to the suspension of operations at Çöpler following the Çöpler Incident and the suspension of operations at Seabee as a result of forest fires in the vicinity of the mine. For a complete discussion of revenue by segment, refer to the Results of Operations below.

For the nine months ended September 30, 2024, revenue decreased by $328.6 million, or 32.8%, to $672.4 million, as compared to $1,001.0 million for the nine months ended September 30, 2023. The decrease was mainly due to 53.2% fewer gold equivalent ounces sold, or $429.8 million, partially offset by an 18.5% higher average realized gold price, or $101.2 million. The decrease in gold ounces sold was primarily related to the suspension of operations at Çöpler following the Çöpler Incident. For a complete discussion of revenue by segment, refer to the Results of Operations below.

Cost of sales

Cost of sales decreased by $76.4 million, or 35.6%, to $138.3 million for the three months ended September 30, 2024, as compared to $214.7 million for the three months ended September 30, 2023. The decrease was mainly due to 60.9% fewer ounces of gold sold compared to the same period in 2023 primarily related to the suspension of operations at Çöpler following the Çöpler Incident and the suspension of operations at Seabee as a result of forest fires in the vicinity of the mine. For a complete discussion of cost of sales by segment, refer to the Results of Operations below.

Cost of sales decreased by $223.8 million, or 38.3%, to $360.8 million for the nine months ended September 30, 2024, as compared to $584.6 million for the nine months ended September 30, 2023. The decrease was mainly due to 53.2% fewer ounces of gold sold compared to the same period in 2023 primarily related to the suspension of operations at Çöpler following the Çöpler Incident. For a complete discussion of cost of sales by segment, refer to the Results of Operations below.

Depreciation, depletion, and amortization

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2024									2023									Change (%)						2024									2023									Change (%)
Depreciation, depletion, and amortization ($000s)			$			30,443						$			55,990						(45.6)		%				$			91,852						$			147,727						(37.8)		%
Gold equivalent ounces sold						96,143									196,088						(51.0)		%							274,996									498,284						(44.8)		%
Depreciation, depletion, and amortization per gold equivalent ounce sold			$			317						$			286						10.8		%				$			334						$			296						12.8		%

Depreciation, depletion, and amortization (“DD&A”) expense decreased by $25.5 million, or 45.6%, to $30.4 million for the three months ended September 30, 2024, as compared to $56.0 million for the three months ended September 30, 2023, primarily due to fewer gold equivalent ounces sold.

DD&A expense decreased by $55.9 million, or 37.8%, to $91.9 million for the nine months ended September 30, 2024, as compared to $147.7 million for the nine months ended September 30, 2023, primarily due to fewer gold equivalent ounces sold.

General and administrative expense

General and administrative expense for the three months ended September 30, 2024 was $19.0 million as compared to $17.5 million for the three months ended September 30, 2023. General and administrative expenses increased mainly due to higher employee compensation expense.

General and administrative expense for the nine months ended September 30, 2024 was $45.3 million as compared to $52.4 million for the nine months ended September 30, 2023. General and administrative expenses decreased mainly due to lower stock-based compensation expense of $5.7 million, which was a result of lower share price in 2024, and lower consulting and professional fees of $1.5 million.

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Exploration and evaluation costs

Exploration and evaluation costs for the three months ended September 30, 2024 were $11.4 million compared to $14.9 million for three months ended September 30, 2023. Exploration and evaluation costs for the nine months ended September 30, 2024 were $32.9 million compared to $39.4 million for nine months ended September 30, 2023. Exploration and evaluation costs were lower due to reduced drilling activity during 2024 as compared to 2023. Exploration and evaluation costs were primarily related to the Sterling project at Marigold, exploration activities for the Cortaderas project at Puna, and surface exploration for the Amisk project at Seabee.

Reclamation and remediation costs

Reclamation and remediation costs for the three months ended September 30, 2024 were $2.4 million as compared to $2.2 million for the three months ended September 30, 2023. Reclamation and remediation costs were consistent quarter over quarter.

Reclamation and remediation costs for the nine months ended September 30, 2024 were $280.1 million as compared to $6.5 million for the nine months ended September 30, 2023. Reclamation and remediation costs increased by $273.6 million mainly due to reclamation and remediation costs related to the Çöpler Incident.

Care and maintenance

Care and maintenance costs for the three months ended September 30, 2024 were $39.4 million. Care and maintenance expense incurred during the third quarter of 2024 represents direct costs not associated with environmental reclamation and remediation costs of $16.5 million and depreciation of $13.3 million during the suspension of operations at Çöpler in addition to direct costs of $7.7 million and depreciation of $1.9 million during the suspension of operations at Seabee during the third quarter of 2024.

Care and maintenance costs for the nine months ended September 30, 2024 were $84.3 million. Care and maintenance expense incurred during 2024 represents direct costs not associated with environmental reclamation and remediation costs of $41.5 million and depreciation of $33.2 million during the suspension of operations at Çöpler in addition to direct costs of $7.7 million and depreciation of $1.9 million during the suspension of operations at Seabee during the third quarter of 2024.

Impairment charges

Impairment charges for the nine months ended September 30, 2024 were $114.6 million. The impairment charges were due to non-cash impairment charges of $114.2 million of heap leach pad inventory and related heap leach facilities due to the Çöpler Incident and non-cash impairment charges of $0.4 million resulting from the damage to plant and equipment due to the forest fires at Seabee.

Other operating expense (income), net

Other operating expense (income), net for the three months ended September 30, 2024 was $7.1 million as compared to nil for the three months ended September 30, 2023. The change is mainly due to $5.4 million in reduction in force payments, $4.0 million of expenses related to the Çöpler Incident, $4.9 million in other taxes, and $0.5 million loss on disposal of assets, partially offset by a change in contingency estimates and expenses related to the Çöpler Incident of $7.9 million.

Other operating expense (income), net for the nine months ended September 30, 2024 was $19.2 million as compared to $0.4 million for the nine months ended September 30, 2023. The change is due to $19.3 million of contingencies and expenses related to the Çöpler Incident and $4.9 million in other taxes, partially offset by a $5.1 million net gain on the sale and disposal of assets primarily attributable to the divestiture of San Luis.

Interest expense

Interest expense for the three months ended September 30, 2024 was $2.9 million as compared to $4.1 million for the three months ended September 30, 2023. Interest expense for the nine months ended September 30, 2024 was $9.7 million as compared to $14.1 million for the nine months ended September 30, 2023. The decreases were primarily due to lower debt balances outstanding during 2024 following the full repayment of the Term Loan in the third quarter 2023.

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Other income (expense)

Other income (expense) for the three months ended September 30, 2024 was $8.6 million as compared to $11.4 million for the three months ended September 30, 2023. The changes were mainly due to the reduction in gains on investments and on marketable security sales of $5.5 million and the decrease in interest income of $2.2 million as a result of lower cash balances, partially offset by $4.2 million of other expense.

Other income (expense) for the nine months ended September 30, 2024 was $17.3 million as compared to $36.8 million for the nine months ended September 30, 2023. The changes were mainly due to the decrease in interest income of $7.7 million as a result of lower cash balances, reduction in gains on investments and on marketable security sales of $8.7 million, change in fair value of marketable securities of $6.1 million, partially offset by $2.3 million of other expense.

Foreign exchange gain (loss)

Foreign exchange loss for the three months ended September 30, 2024 was $7.5 million compared to a loss of $23.0 million for the three months ended September 30, 2023. During the three months ended September 30, 2024, the foreign exchange loss was mainly due to the weakening of the ARS against the USD and its impact on ARS-denominated assets.

Foreign exchange loss for the nine months ended September 30, 2024 was $7.6 million compared to a loss of $57.4 million for the nine months ended September 30, 2023. During the nine months ended September 30, 2024, the change in foreign exchange loss was mainly comprised of $42.5 million attributable to the weakening of the ARS against the USD and higher ARS-denominated assets at Puna in 2023 as compared to the same period in 2024, and $5.9 million attributable to the weakening of the TRY against the USD at Çöpler in 2023 compared to the same period in 2024, offset by higher TRY-denominated assets at Çöpler in 2024.

Income and mining tax benefit (expense)

Income and mining tax expense for the three months ended September 30, 2024 was $0.9 million as compared to an expense of $68.9 million for the three months ended September 30, 2023. The decrease in income tax expense was primarily a result of a one-time deferred tax charge of $68.9 million in 2023, following an increase in the corporate tax rate in Türkiye. This was partially offset by a $0.9 million increase in tax expense as a result of various factors including, foreign currency fluctuations, permanent tax differences, and changes in operating income.

Income and mining tax benefit for the nine months ended September 30, 2024 was $7.6 million as compared to a benefit of $11.7 million for the nine months ended September 30, 2023. The decrease in income tax benefit was primarily a result of a $73.2 million reduction in the tax benefits from foreign currency fluctuations on the Company’s deferred tax liabilities. This reduction in benefit was partially offset by the absence of a one-time deferred tax charge of $68.9 million in 2023, following an increase in the corporate tax rate in Türkiye.

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Results of Operations

Çöpler, Türkiye

			Three Months Ended September 30,																								Nine Months Ended September 30,
Operating Data			2024 (1)									2023									Change (%)						2024									2023									Change (%)
Gold produced (oz)						4,714									56,768						(91.7)		%							26,541									163,873						(83.8)		%
Gold sold (oz)						4,702									58,694						(92.0)		%							28,662									165,905						(82.7)		%
Average realized gold price ($/oz sold)			$			2,510						$			1,928						30.2		%				$			2,095						$			1,930						8.5		%
Ore mined (kt)						—									915						(100.0)		%							266									3,278						(91.9)		%
Waste removed (kt)						—									7,448						(100.0)		%							3,571									17,664						(79.8)		%
Total material mined (kt)						—									8,363						(100.0)		%							3,837									20,942						(81.7)		%
Ore milled (kt)						—									618						(100.0)		%							343									2,022						(83.0)		%
Gold mill feed grade (g/t)						—									2.92						(100.0)		%							2.39									2.56						(6.6)		%
Gold recovery (%)						—									85.1						(100.0)		%							78.9									87.2						(9.5)		%
Ore stacked (kt)						—									289						(100.0)		%							184									631						(70.8)		%
Gold grade stacked (g/t)						—									1.47						(100.0)		%							1.17									1.40						(16.4)		%
Cost of sales (2)			$			5,047						$			69,830						(92.8)		%				$			29,471						$			199,425						(85.2)		%
Cost of sales ($/oz gold sold) (2)			$			1,073						$			1,190						(9.8)		%				$			1,028						$			1,202						(14.5)		%
Cash costs ($/oz gold sold) (3)			$			1,080						$			1,167						(7.5)		%				$			1,030						$			1,186						(13.2)		%
AISC ($/oz gold sold) (3)			$			5,266						$			1,378						282.1		%				$			2,959						$			1,397						111.8		%

(1)Operations at Çöpler were suspended on February 13, 2024 following the Çöpler Incident and have not restarted. During the three months ended September 30, 2024, Çöpler produced and sold inventory that was in-circuit prior to the Çöpler Incident.

(2)Excludes depreciation, depletion, and amortization.

(3)The Company reports the non-GAAP financial measures of cash costs and AISC per ounce of gold sold to manage and evaluate operating performance at Çöpler. See “Non-GAAP Financial Measures” for an explanation of these financial measures and a reconciliation to cost of sales, which is the comparable GAAP financial measure.

Three months ended September 30, 2024 compared to three months ended September 30, 2023

Operations remained suspended following the Çöpler Incident. Care and maintenance expense of $29.8 million was recorded which represents direct costs not associated with the environmental reclamation and remediation costs and depreciation.

Nine months ended September 30, 2024 compared to nine months ended September 30, 2023

Operations were suspended following the Çöpler Incident on February 13, 2024 and resulted in a decrease in gold production and gold sold of 83.8% and 82.7%, respectively. Care and maintenance expense of $74.7 million was recorded which represents direct costs not associated with the environmental reclamation and remediation costs and depreciation.

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Marigold, USA

			Three Months Ended September 30,																								Nine Months Ended September 30,
Operating Data			2024									2023									Change (%)						2024									2023									Change (%)
Gold produced (oz)						48,189									83,272						(42.1)		%							108,560									195,694						(44.5)		%
Gold sold (oz)						47,100									83,103						(43.3)		%							109,419									194,789						(43.8)		%
Average realized gold price ($/oz sold)			$			2,546						$			1,908						33.4		%				$			2,351						$			1,923						22.3		%
Ore mined (kt)						7,151									7,732						(7.5)		%							20,347									18,141						12.2		%
Waste removed (kt)						15,392									16,329						(5.7)		%							54,757									49,007						11.7		%
Total material mined (kt)						22,543									24,061						(6.3)		%							75,104									67,148						11.8		%
Ore stacked (kt)						7,151									7,732						(7.5)		%							20,347									18,141						12.2		%
Gold grade stacked (g/t)						0.36									0.45						(20.0)		%							0.24									0.46						(47.8)		%
Cost of sales (1)			$			74,106						$			81,464						(9.0)		%				$			162,414						$			199,970						(18.8)		%
Cost of sales ($/oz gold sold) (1)			$			1,573						$			980						60.5		%				$			1,484						$			1,027						44.5		%
Cash costs ($/oz gold sold) (2)			$			1,575						$			981						60.6		%				$			1,486						$			1,029						44.4		%
AISC ($/oz gold sold) (2)			$			1,828						$			1,106						65.3		%				$			1,749						$			1,423						22.9		%

(1)Excludes depreciation, depletion, and amortization.

(2)The Company reports the non-GAAP financial measures of cash costs and AISC per ounce of gold sold to manage and evaluate operating performance at Marigold. See “Non-GAAP Financial Measures” for an explanation of these financial measures and a reconciliation to Cost of sales, which is the comparable GAAP financial measure.

Three months ended September 30, 2024 compared to three months ended September 30, 2023

Gold production decreased 42.1% due to fewer tonnes and lower grade ore stacked in addition to timing of leach recoveries. Revenue decreased by $38.7 million, or 24.4%, of which $68.7 million was the result of fewer gold ounces sold, partially offset by a $30.0 million increase due to higher average realized gold price. Cost of sales decreased by $7.4 million, or 9.0%, due to fewer gold ounces sold, partially offset by lower grade ore stacked. Cost of sales per ounce of gold sold and cash costs per ounce of gold sold increased 60.5% and 60.6%, respectively, due to lower grade ore stacked and higher royalty costs. AISC per ounce of gold sold increased 65.3% as a result of higher cash costs per ounce of gold sold and higher sustaining capital expenditures.

Nine months ended September 30, 2024 compared to nine months ended September 30, 2023

Gold production decreased 44.5% due to lower grade ore stacked, partially offset by more ore tonnes stacked. Revenue decreased by $117.1 million, or 31.3%, of which $164.0 million was the result of fewer gold ounces sold, partially offset by a $46.9 million increase due to higher average realized gold price. Cost of sales decreased by $37.6 million, or 18.8%, due to fewer gold ounces sold, partially offset by higher mining costs as a result of more waste tonnes mined and lower grade ore stacked. Cost of sales per ounce of gold sold and cash costs per ounce of gold sold increased 44.5% and 44.4%, respectively, due to more waste tonnes mined and lower grade ore stacked. AISC per ounce of gold sold increased 22.9% due to higher cash costs per ounce of gold sold, partially offset by lower sustaining capital expenditures compared to the nine months ended September 30, 2023, which reflected the purchase of four haul trucks.

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Seabee, Canada

			Three Months Ended September 30,																								Nine Months Ended September 30,
Operating Data			2024									2023									Change (%)						2024									2023									Change (%)
Gold produced (oz)						10,252									19,823						(48.3)		%							50,734									52,020						(2.5)		%
Gold sold (oz)						11,250									19,430						(42.1)		%							54,720									51,560						6.1		%
Average realized gold price ($/oz sold)			$			2,479						$			1,884						31.6		%				$			2,232						$			1,915						16.6		%
Ore mined (kt)						56									108						(48.1)		%							275									326						(15.6)		%
Ore milled (kt)						56									105						(46.7)		%							274									323						(15.2)		%
Gold mill feed grade (g/t)						6.10									6.17						(1.1)		%							6.01									5.29						13.6		%
Gold recovery (%)						95.9									96.5						(0.6)		%							96.0									96.5						(0.5)		%
Cost of sales (1)			$			14,404						$			19,939						(27.8)		%				$			56,111						$			61,476						(8.7)		%
Cost of sales ($/oz gold sold) (1)			$			1,280						$			1,026						24.8		%				$			1,025						$			1,192						(14.0)		%
Cash costs ($/oz gold sold) (2)			$			1,281						$			1,027						24.7		%				$			1,026						$			1,193						(14.0)		%
AISC ($/oz gold sold) (2)			$			2,301						$			1,382						66.5		%				$			1,655						$			1,742						(5.0)		%

(1)Excludes depreciation, depletion, and amortization.

(2)The Company reports the non-GAAP financial measures of cash costs and AISC per ounce of gold sold to manage and evaluate operating performance at Seabee. See “Non-GAAP Financial Measures” for an explanation of these financial measures and a reconciliation to Cost of sales, which is the comparable GAAP financial measure.

Three months ended September 30, 2024 compared to three months ended September 30, 2023

Gold production decreased 48.3% as a result of the temporary suspension of operations on August 21, 2024 due to forest fires in the vicinity of the mine. Revenue decreased by $8.7 million, or 23.8%, of which $15.4 million was a result of fewer gold ounces sold, partially offset by an increase of $6.7 million due to higher average realized gold price. Cost of sales decreased by $5.5 million, or 27.8%, as a result of fewer gold ounces sold, partially offset by lower grade and fewer ore tonnes milled. Cost of sales per ounce of gold sold and cash costs per ounce of gold sold increased by 24.8% and 24.7%, respectively, due to lower grade and fewer ore tonnes milled. AISC per ounce of gold sold increased 66.5%% due to higher cash costs per ounce of gold sold and care and maintenance expenses incurred during the temporary suspension of operations.

Nine months ended September 30, 2024 compared to nine months ended September 30, 2023

Gold production decreased 2.5% due to fewer ore tonnes milled, partially offset by higher mill feed grade. Gold sold exceeded gold production during the nine months ended September 30, 2024 due to the timing of sales of finished goods inventory. Revenue increased by $23.6 million, or 23.9%, of which $6.0 million was a result of more gold ounces sold and $17.6 million was a result of higher average realized gold price. Cost of sales decreased by $5.4 million, or 8.7%, as a result of higher grade ore milled, partially offset by fewer ore tonnes milled. Cost of sales per ounce of gold sold and cash costs per ounce of gold sold decreased 14.0% and 14.0%, respectively, due to higher grade ore milled. AISC per ounce of gold sold decreased 5.0% due to lower cash costs per ounce of gold sold, partially offset by care and maintenance expenses incurred during the temporary suspension of operations in the three months ended September 30, 2024.

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Puna, Argentina

			Three Months Ended September 30,																								Nine Months Ended September 30,
Operating Data			2024									2023									Change (%)						2024									2023									Change (%)
Silver produced ('000 oz)						2,885									2,645						9.1		%							7,531									6,930						8.7		%
Silver sold ('000 oz)						2,785									2,852						(2.3)		%							6,933									7,090						(2.2)		%
Lead produced ('000 lb)						15,005									10,403						44.2		%							38,294									31,957						19.8		%
Lead sold ('000 lb)						14,304									11,707						22.2		%							35,355									34,882						1.4		%
Zinc produced ('000 lb)						878									1,577						(44.3)		%							2,954									5,805						(49.1)		%
Zinc sold ('000 lb)						660									1,454						(54.6)		%							2,589									6,174						(58.1)		%
Gold equivalent sold (oz) (1)						33,091									34,861						(5.1)		%							82,195									86,030						(4.5)		%
Average realized silver price ($/oz)			$			30.05						$			21.99						36.7		%				$			28.23						$			23.14						22.0		%
Ore mined (kt)						648									522						24.1		%							1,578									1,381						14.3		%
Waste removed (kt)						1,535									1,356						13.2		%							4,564									4,864						(6.2)		%
Total material mined (kt)						2,183									1,878						16.2		%							6,142									6,245						(1.6)		%
Ore milled (kt)						486									445						9.2		%							1,372									1,278						7.4		%
Silver mill feed grade (g/t)						190.54									192.73						(1.1)		%							176.32									175.61						0.4		%
Lead mill feed grade (%)						1.46									1.14						28.1		%							1.33									1.21						9.9		%
Zinc mill feed grade (%)						0.19									0.32						(40.6)		%							0.21									0.37						(43.2)		%
Silver recovery (%)						97.0									96.0						1.0		%							96.8									96.0						0.8		%
Lead recovery (%)						96.0									93.4						2.8		%							95.3									93.8						1.6		%
Zinc recovery (%)						43.5									49.9						(12.8)		%							46.6									55.4						(15.9)		%
Cost of sales (2)			$			44,724						$			43,437						3.0		%				$			112,768						$			123,736						(8.9)		%
Cost of sales ($/oz silver sold) (2)			$			16.06						$			15.23						5.4		%				$			16.27						$			17.45						(6.8)		%
Cost of sales ($/oz gold equivalent sold) (1, 2)			$			1,352						$			1,246						8.5		%				$			1,372						$			1,438						(4.6)		%
Cash costs ($/oz silver sold) (3)			$			11.66						$			12.33						(5.4)		%				$			11.71						$			13.57						(13.7)		%
Cash costs ($/oz gold equivalent sold) (1, 3)			$			982						$			1,009						(2.7)		%				$			988						$			1,119						(11.7)		%
AISC ($/oz silver sold) (3)			$			15.37						$			13.04						17.9		%				$			15.36						$			15.31						0.3		%
AISC ($/oz gold equivalent sold) (1, 3)			$			1,294						$			1,067						21.3		%				$			1,296						$			1,262						2.7		%

(1)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average LBMA prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.

(2)Excludes depreciation, depletion, and amortization.

(3)The Company reports the non-GAAP financial measures of cash costs and AISC per ounce of silver sold to manage and evaluate operating performance at Puna. See “Non-GAAP Financial Measures” for an explanation of these financial measures and a reconciliation to Cost of sales, which is the comparable GAAP financial measure.

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Three months ended September 30, 2024 compared to three months ended September 30, 2023

Silver production increased 9.1% due to more ore tonnes milled. Silver sold decreased 2.3% due to the timing of concentrate sales. Revenue increased by $22.1 million, or 29.2%, of which $0.5 million was the result of higher volume of concentrate sold and $22.6 million was the result of higher average realized silver and zinc prices, partially offset by a $1.0 million decrease due to lower average realized lead price. Cost of sales increased by $1.3 million, or 3.0%, as a result of higher royalties and export duties. Cost of sales per ounce of silver sold increased by 5.4% due to more waste tonnes mined and higher royalties and export duties. Cash costs per ounce of silver sold decreased by 5.4% due to lower treatment and refining charges and an increase in by-product credits from higher lead and zinc sales. AISC per ounce of silver sold increased 17.9% due to higher sustaining capital expenditures and reclamation cost accretion and amortization.

Nine months ended September 30, 2024 compared to nine months ended September 30, 2023

Silver production increased 8.7% due to more ore tonnes milled. Silver sold decreased 2.2% due to the timing of concentrate sales attributable to transportation delays at the end of 2022, which resulted in a buildup of finished goods inventory that was subsequently sold in the first quarter of 2023. Revenue increased by $27.4 million, or 13.4%, of which $35.8 million was a result of higher average realized silver and zinc prices, partially offset by $1.9 million as a result of lower average realized lead price and $6.5 million due to lower volume of concentrate sold. Cost of sales decreased by $11.0 million, or 8.9%, due to lower transportation expenses, fewer waste tonnes mined, and fewer silver ounces sold. Cost of sales per ounce of silver sold decreased by 6.8% due to lower transportation expenses and fewer waste tonnes mined. Cash costs per ounce of silver sold decreased by 13.7% due to the decrease in cost of sales per ounce of silver sold discussed above, an increase in by-product credits from higher lead and zinc sales, and lower treatment and refining charges. AISC per ounce of silver sold increased 0.3% due to higher reclamation cost accretion and amortization.

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Liquidity and Capital Resources

The Company continues to analyze its liquidity position subsequent to the Çöpler Incident, taking into consideration its available cash and cash equivalents; expected revenues and operating and capital expenditures for the Company’s other three mines; potential penalties and fines, restitution, and legal obligations; estimates of reclamation and remediation related costs; and care and maintenance expenditures at Çöpler over the next twelve months. As of September 30, 2024, the Company had $334.3 million of cash and cash equivalents, and the Company has no borrowings outstanding on the Second Amended Credit Agreement at this time. Each of the Company’s three other mines operates independently and are not dependent on cash flows or operational synergies associated with Çöpler. Based on this analysis, the Company believes that its current liquidity position is sufficient to sustain the operational needs for the Company’s three other mines, as well as satisfy reclamation and remediation related costs, monitoring and care and maintenance efforts at Çöpler, for the next twelve months without needing to borrow under its Second Amended Credit Agreement. The Company may still elect to borrow under the Second Amended Credit Agreement or seek alternate sources of capital for any liquidity needs. All debts, liabilities and obligations under the Second Amended Credit Agreement are guaranteed by the Company’s material subsidiaries and secured by certain of the Company’s assets and material subsidiaries and pledges of the securities of the Company’s material subsidiaries, but does not include the Çöpler assets and subsidiaries and other Alacer entities.

To borrow under the Second Amended Credit Agreement, the Company will be required to satisfy certain financial ratios related to interest coverage and net leverage and make certain representations and warranties on a quarterly basis, including assessing financial ratios over a twelve-month period. Subject to the timing of any borrowings we may make under the Second Amended Credit Agreement, if any, we may be required to seek an amendment from the lenders to permit borrowings if we cannot meet the financial ratios or other requirements due to lower cash flows resulting from the Çöpler Incident or otherwise.

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

Cash and Cash Equivalents

At September 30, 2024, the Company had $334.3 million of cash and cash equivalents, a decrease of $158.1 million from December 31, 2023. Refer to the Cash Flows section below for additional detail of the Company’s cash flow activities. The Company held $316.7 million of its cash and cash equivalents balance in USD. Additionally, the Company held cash and cash equivalents of $7.1 million, $5.4 million and $4.9 million in ARS, CAD and TRY, respectively.

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

Debt

Credit Agreement

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

Refer to Part II, Item 8, Note 20 in the Annual Report on Form 10-K for further details.

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Cash Dividends

Following the Çöpler Incident, the Board of the Directors of the Company suspended dividends. The Company does not know at this time when it may resume dividends. During the three and nine months ended September 30, 2024, the Company declared no dividends.

During the three and nine months ended September 30, 2023, the Company declared quarterly cash dividends of $0.07 during each quarter, for total dividends of $14.4 million during the three months ended September 30, 2023 and $43.2 million for the nine months ended September 30, 2023.

Share Repurchase Plan / Normal Course Issuer Bid

During the nine months ended September 30, 2024, and prior to the Çöpler Incident, the Company purchased 1,117,100 of its outstanding common shares at an average share price of $8.79 per share for total consideration of $9.8 million. No shares have been repurchased since the Çöpler Incident.

The Board of Directors had authorized a new Normal Course Issuer Bid (“NCIB”) on June 16, 2023 (the “2023 NCIB”), to repurchase up to an aggregate of 10,200,000 common shares on the Nasdaq, the TSX and/or other exchanges and alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules over a twelve-month period beginning June 20, 2023 and ending June 19, 2024. On November 27, 2023, in connection with the 2023 NCIB, the Company entered into an automatic share purchase plan with its broker to allow for the repurchase of shares at times when the Company ordinarily would not be active in the market due to regulatory restrictions and customary self-imposed blackout periods. Following the Çöpler Incident, the Company terminated its automatic share purchase plan effective March 1, 2024. The 2023 NCIB expired on June 19, 2024 and the Company has not, at this time, sought approval for a new NCIB. The Company does not know at this time when, and if, it may resume share repurchases.

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

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Cash Flows

The following table summarizes the Company's cash flow activity for nine months ended September 30:

			Nine Months Ended September 30,
			2024									2023
Net cash provided by (used in) operating activities			$			(54,849)						$			218,566
Cash used in investing activities						(103,556)									(280,211)
Cash provided by (used in) financing activities						4,610									(157,806)
Effect of foreign exchange rate changes on cash and cash equivalents						(4,358)									(31,880)
Increase (decrease) in cash, cash equivalents and restricted cash						(158,153)									(251,331)
Cash, cash equivalents, and restricted cash, beginning of period						492,494									689,106
Cash, cash equivalents, and restricted cash, end of period			$			334,341						$			437,775

Cash provided by (used in) operating activities

For the nine months ended September 30, 2024, cash provided by (used in) operating activities was $(54.8) million compared to $218.6 million for the nine months ended September 30, 2023. The change in cash provided by (used in) operating activities is mainly due to a 53.2% decrease in gold ounces sold as well as expenditures for remediation and care and maintenance primarily related to the suspension of operations at Çöpler, partially offset by a favorable working capital change and a 18.5% higher average realized gold in 2024 as compared to 2023.

Cash used in investing activities

For the nine months ended September 30, 2024, cash used in investing activities was $103.6 million compared to $280.2 million for the nine months ended September 30, 2023. The decrease of $176.7 million of cash used in investing activities is mainly due to spend of $120.0 million for the acquisition of the Hod Maden project in 2023 and lower capital expenditures of $59.7 million when compared to the nine months ended September 30, 2023.

Cash provided by (used in) financing activities

For the nine months ended September 30, 2024, cash provided by (used in) financing activities was $4.6 million compared to $(157.8) million for the nine months ended September 30, 2023. The change in cash provided by (used in) financing activities was mainly due lower cash payments for debt in the amount of $70.2 million, lower dividends paid in the amount of $43.2 million, a decrease in the purchases and cancellation of common shares in the amount of $35.5 million, partially offset by proceeds from related party debt of $13.9 million.

Contractual Obligations

As of September 30, 2024, there have been no material changes in the Company’s contractual obligations since December 31, 2023 to the Condensed Consolidated Financial Statements. Refer to Part II, Item 7 in the Annual Report on Form 10-K for information regarding the Company’s contractual obligations.

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Non-GAAP Financial Measures

The Company has included certain non-GAAP financial measures to assist in understanding the Company's financial results. The non-GAAP financial measures are employed by the Company to measure its operating and economic performance and to assist in decision-making, as well as to provide key performance information to senior management. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors and other stakeholders will find this information useful to evaluate the Company's operating and financial performance; however, these non-GAAP performance measures do not have any standardized meaning. These performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. These non-GAAP measures should be read in conjunction with the Company's Condensed Consolidated Financial Statements.

Non-GAAP Measure - Cash Costs and AISC

Cash Costs and All-In Sustaining Costs (“AISC”) per payable ounce of gold and respective unit cost measures are non-U.S. GAAP metrics developed by the World Gold Council to provide transparency into the costs associated with producing gold and provide a standard for comparison across the industry. The World Gold Council is a market development organization for the gold industry.

The Company uses cash costs per ounce of precious metals sold to monitor its operating performance internally. The most directly comparable measure prepared in accordance with GAAP is Cost of sales. The Company believes this measure provides investors and analysts with useful information about its underlying cash costs of operations and the impact of by-product credits on its cost structure. The Company also believes it is a relevant metric used to understand its operating profitability. When deriving the cost of sales associated with an ounce of precious metal, the Company includes by-product credits, which allows management and other stakeholders to assess the net costs of gold and silver production.

AISC includes total Cost of sales incurred at the Company’s mining operations, which forms the basis of cash costs. Additionally, the Company includes sustaining capital expenditures, sustaining mine-site exploration and evaluation costs, reclamation cost accretion and amortization, and general and administrative expenses. This measure seeks to reflect the ongoing cost of gold and silver production from current operations; therefore, growth capital is excluded. The Company determines sustaining capital to be capital expenditures that are necessary to maintain current production and execute the current mine plan. The Company determines growth capital to be those payments used to develop new operations or related to projects at existing operations where those projects will materially benefit the operation.

The Company believes that AISC provides additional information to management and stakeholders that provides visibility to better define the total costs associated with production and better understanding of the economics of the Company's operations and performance compared to other producers.

In deriving the number of ounces of precious metal sold, the Company considers the physical ounces available for sale after the treatment and refining process, commonly referred to as payable metal, as this is what is sold to third parties.

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The following tables provide a reconciliation of cost of sales to cash costs and AISC:

						Three Months Ended September 30, 2024
(in thousands, unless otherwise noted)						Çöpler						Marigold						Seabee						Puna						Corporate						Total
Cost of sales (GAAP) (1)						$	5,047					$	74,106					$	14,404					$	44,724					$	—					$	138,281
By-product credits						—						(22)						(12)						(13,813)						—						(13,847)
Treatment and refining charges						33						119						22						1,577						—						1,751
Cash costs (non-GAAP)						5,080						74,203						14,414						32,488						—						126,185
Sustaining capital expenditures						2,678						10,413						3,078						4,928						—						21,097
Sustaining exploration and evaluation expense						—						790						—						—						—						790
Care and maintenance (2)						16,507						—						7,713						—						—						24,220
Reclamation cost accretion and amortization						493						680						678						5,388						—						7,239
General and administrative expense and stock-based compensation expense						—						—						—						—						19,016						19,016
Total AISC (non-GAAP)						$	24,758					$	86,086					$	25,883					$	42,804					$	19,016					$	198,547
Gold sold (oz)						4,702						47,100						11,250						—						—						63,052
Silver sold (oz)						—						—						—						2,785,411						—						2,785,411
Gold equivalent sold (oz) (3)(4)						4,702						47,100						11,250						33,091						—						96,143
Cost of sales per gold equivalent ounce sold (1)(3)(4)						$	1,073					$	1,573					$	1,280					$	1,352					N/A						$	1,438
Cash cost per gold ounce sold						$	1,080					$	1,575					$	1,281					N/A						N/A						N/A
Cash cost per silver ounce sold						N/A						N/A						N/A						$	11.66					N/A						N/A
Cash cost per gold equivalent ounce sold (3)(4)						$	1,080					$	1,575					$	1,281					$	982					N/A						$	1,312
AISC per gold ounce sold						$	5,266					$	1,828					$	2,301					N/A						N/A						N/A
AISC per silver ounce sold						N/A						N/A						N/A						$	15.37					N/A						N/A
AISC per gold equivalent ounce sold (3)(4)						$	5,266					$	1,828					$	2,301					$	1,294					N/A						$	2,065

(1)Excludes depreciation, depletion, and amortization.

(2)Care and maintenance expense only includes direct costs not associated with environmental reclamation and remediation costs, as depreciation is not included in the calculation of AISC.

(3)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average LBMA prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.

(4)Gold equivalent ounces sold may not re-calculate based on amounts presented in this table due to rounding.

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						Three Months Ended September 30, 2023
(in thousands, unless otherwise noted)						Çöpler						Marigold						Seabee						Puna						Corporate						Total
Cost of sales (GAAP) (1)						$	69,830					$	81,464					$	19,939					$	43,437					—						$	214,670
By-product credits						(1,307)						(26)						(16)						(12,987)						—						(14,336)
Treatment and refining charges						—						50						24						4,717						—						4,791
Cash costs (non-GAAP)						68,523						81,488						19,947						35,167						—						205,125
Sustaining capital expenditures						9,100						8,683						6,212						4,593						—						28,588
Sustaining exploration and evaluation expense(2)						1,156						1,009						—						(3,371)						—						(1,206)
Reclamation cost accretion and amortization						427						708						692						765						—						2,592
General and administrative expense and stock-based compensation expense						1,668						—						—						43						15,853						17,564
Total AISC (non-GAAP)						$	80,874					$	91,888					$	26,851					$	37,197					$	15,853					$	252,663
Gold sold (oz)						58,694						83,103						19,430						—						—						161,227
Silver sold (oz)						—						—						—						2,852,065						—						2,852,065
Gold equivalent sold (oz) (3)(4)						58,694						83,103						19,430						34,861						—						196,088
Cost of sales per gold equivalent ounce sold (1)(3)(4)						$	1,190					$	980					$	1,026					$	1,246					N/A						$	1,095
Cash cost per gold ounce sold						$	1,167					$	981					$	1,027					N/A						N/A						N/A
Cash cost per silver ounce sold						N/A						N/A						N/A						$	12.33					N/A						N/A
Cash cost per gold equivalent ounce sold (3)(4)						$	1,167					$	981					$	1,027					$	1,009					N/A						$	1,046
AISC per gold ounce sold						$	1,378					$	1,106					$	1,382					N/A						N/A						N/A
AISC per silver ounce sold						N/A						N/A						N/A						$	13.04					N/A						N/A
AISC per gold equivalent ounce sold (3)(4)						$	1,378					$	1,106					$	1,382					$	1,067					N/A						$	1,289

(1)Excludes depreciation, depletion, and amortization.

(2)During the three months ended September 30, 2023, the Company reclassified Sustaining exploration and evaluation expense to Sustaining capital expenditures at Puna. These costs had been appropriately capitalized in prior periods, but had been reported as expense rather than capital in the AISC table. The update to the presentation for these costs did not impact the AISC per ounce calculation.

(3)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average LBMA prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.

(4)Gold equivalent ounces sold may not re-calculate based on amounts presented in this table due to rounding.

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						Nine Months Ended September 30, 2024
(in thousands, unless otherwise noted)						Çöpler						Marigold						Seabee						Puna						Corporate						Total
Cost of sales (GAAP)(1)						$	29,471					$	162,414					$	56,111					$	112,768					$	—					$	360,764
By-product credits						(345)						(84)						(51)						(36,661)						—						(37,141)
Treatment and refining charges						384						266						102						5,097						—						5,849
Cash costs (non-GAAP)						29,510						162,596						56,162						81,204						—						329,472
Sustaining capital expenditures						12,368						25,150						24,184						11,837						—						73,539
Sustaining exploration and evaluation expense						—						1,418						—						—						—						1,418
Care and maintenance (2)						41,468						—						7,713						—						—						49,181
Reclamation cost accretion and amortization						1,472						2,221						2,526						13,463						—						19,682
General and administrative expense and stock-based compensation expense						—						—						—						—						45,329						45,329
Total AISC (non-GAAP)						$	84,818					$	191,385					$	90,585					$	106,504					$	45,329					$	518,621
Gold sold (oz)						28,662						109,419						54,720						—						—						192,801
Silver sold (oz)						—						—						—						6,933,096						—						6,933,096
Gold equivalent sold (oz) (3)(4)						28,662						109,419						54,720						82,195						—						274,996
Cost of sales per gold equivalent ounce sold(1)(3)(4)						$	1,028					$	1,484					$	1,025					$	1,372					N/A						$	1,312
Cash cost per gold ounce sold						$	1,030					$	1,486					$	1,026					N/A						N/A						N/A
Cash cost per silver ounce sold						N/A						N/A						N/A						$	11.71					N/A						N/A
Cash cost per gold equivalent ounce sold (3)(4)						$	1,030					$	1,486					$	1,026					$	988					N/A						$	1,198
AISC per gold ounce sold						$	2,959					$	1,749					$	1,655					N/A						N/A						N/A
AISC per silver ounce sold						N/A						N/A						N/A						$	15.36					N/A						N/A
AISC per gold equivalent ounce sold (3)(4)						$	2,959					$	1,749					$	1,655					$	1,296					N/A						$	1,886

(1)Excludes depreciation, depletion, and amortization.

(2)Care and maintenance expense only includes direct costs not associated with environmental reclamation and remediation costs, as depreciation is not included in the calculation of AISC.

(3)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average LBMA prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.

(4)Gold equivalent ounces sold may not re-calculate based on amounts presented in this table due to rounding.

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						Nine Months Ended September 30, 2023
(in thousands, unless otherwise noted)						Çöpler						Marigold						Seabee						Puna						Corporate						Total
Cost of sales (GAAP)(1)						$	199,425					$	199,970					$	61,476					$	123,736					$	—					$	584,607
By-product credits						(2,674)						(99)						(41)						(41,463)						—						(44,277)
Treatment and refining charges						—						509						73						13,964						—						14,546
Cash costs (non-GAAP)						196,751						200,380						61,508						96,237						—						554,876
Sustaining capital expenditures						26,313						73,994						26,220						9,900						—						136,427
Sustaining exploration and evaluation expense						3,271						815						—						—						—						4,086
Reclamation cost accretion and amortization						1,282						2,019						2,108						2,295						—						7,704
General and administrative expense and stock-based compensation expense						4,095						—						—						132						48,139						52,366
Total AISC (non-GAAP)						$	231,712					$	277,208					$	89,836					$	108,564					$	48,139					$	755,459
Gold sold (oz)						165,905						194,789						51,560						—						—						412,254
Silver sold (oz)						—						—						—						7,090,205						—						7,090,205
Gold equivalent sold (oz) (2)(3)						165,905						194,789						51,560						86,030						—						498,284
Cost of sales per gold equivalent ounce sold(1)(2)						$	1,202					$	1,027					$	1,192					$	1,438					N/A						$	1,173
Cash cost per gold ounce sold						$	1,186					$	1,029					$	1,193					N/A						N/A						N/A
Cash cost per silver ounce sold						N/A						N/A						N/A						$	13.57					N/A						N/A
Cash cost per gold equivalent ounce sold (2)(3)						$	1,186					$	1,029					$	1,193					$	1,119					N/A						$	1,114
AISC per gold ounce sold						$	1,397					$	1,423					$	1,742					N/A						N/A						N/A
AISC per silver ounce sold						N/A						N/A						N/A						$	15.31					N/A						N/A
AISC per gold equivalent ounce sold (2)(3)						$	1,397					$	1,423					$	1,742					$	1,262					N/A						$	1,516

(1)Excludes depreciation, depletion, and amortization.

(2)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average LBMA prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.

(3)Gold equivalent ounces sold may not re-calculate based on amounts presented in this table due to rounding.

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Non-GAAP Measure - Adjusted Attributable Net Income (Loss)

Adjusted attributable net income (loss) and adjusted attributable net income (loss) per share are used by management and investors to measure the Company’s underlying operating performance. The most directly comparable financial measures prepared in accordance with GAAP are Net income (loss) attributable to SSR Mining shareholders and Net income (loss) per share attributable to SSR Mining shareholders. Adjusted attributable net income (loss) is defined as net income (loss) adjusted to exclude the after-tax impact of specific items that are significant, but not reflective of the Company’s underlying operations, including impairment charges; and inflationary impacts on tax balances.

The following table provides a reconciliation of Net income (loss) attributable to SSR Mining shareholders to adjusted net income (loss) attributable to SSR Mining shareholders:

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			Three Months Ended September 30,																		Nine Months Ended September 30,
(in thousands, except per share)			2024									2023									2024									2023
Net income (loss) attributable to SSR Mining shareholders (GAAP)			$			10,557						$			15,159						$			(266,832)						$			119,838
Interest saving on 2019 Notes, net of tax						—									—									—									3,693
Net income (loss) used in the calculation of diluted net income per share			$			10,557						$			15,159						$			(266,832)						$			123,531
Weighted-average shares used in the calculation of net income
Basic						202,140									203,878									202,209									205,101
Diluted						202,447									203,878									202,209									217,902
Net income (loss) per share attributable to SSR Mining shareholders (GAAP)
Basic			$			0.05						$			0.07						$			(1.32)						$			0.58
Diluted			$			0.05						$			0.07						$			(1.32)						$			0.57
Adjustments:
Artmin transaction and integration costs			$			—						$			30						$			—						$			406
Effects of the Çöpler Incident (1)						(1,939)									—									319,981									—
Impairment of long-lived and other assets (2)						369									2,637									369									2,637
Change in fair value of marketable securities						(330)									555									(6,749)									(565)
Loss (gain) on sale of mineral properties, plant and equipment						—									560									—									1,610
Income tax impact related to above adjustments						187									(815)									1,208									(785)
Inflationary impacts on tax balances						(2,484)									(1,631)									(11,652)									(12,371)
Impact of income tax rate change in Türkiye						—									37,170									—									37,170
Other tax adjustments (3)						—									(625)									—									1,477
Adjusted net income (loss) attributable to SSR Mining shareholders (Non-GAAP)			$			6,360						$			53,040						$			36,325						$			149,417
Adjusted net income (loss) per share attributable to SSR Mining shareholders (Non-GAAP)
Basic			$			0.03						$			0.26						$			0.18						$			0.73
Diluted (4)			$			0.03						$			0.26						$			0.18						$			0.70

(1)The effects of the Çöpler Incident represent the following unusual and nonrecurring charges: (1) reclamation costs of $9.0 million and remediation costs of $209.3 million (amounts are presented net of pre-tax attributable to non-controlling interest of $50.1 million); (2) impairment charges of $91.4 million related to plans to permanently close the heap leach pad (amount is presented net of pre-tax attributable to non-controlling interest of $22.8 million); and (3) contingencies and expenses of $10.3 million (amount is presented net of pre-tax attributable to non-controlling interest of $2.6 million). Refer to Note 3 to the Condensed Consolidated Financial Statements for further details related to the impact of the Çöpler Incident.

(2)For the year ended September 30, 2024, impairments of long-lived and other assets are related to remote equipment damaged due to forest fires at Seabee. For the year ended September 30, 2023, impairments of long-lived and other assets represent non-cash write-downs of various assets and materials and supplies inventories.

(3)Represents charges related to a one-time tax imposed by Türkiye to fund earthquake recovery efforts, offset by a release of an uncertain tax position.

(4)Adjusted net income (loss) per diluted share attributable to SSR Mining shareholders is calculated using diluted common shares, which are calculated in accordance with GAAP. For the three months ended September 30, 2024, $1.2 million interest saving on 2019 Notes, net of tax, and potentially dilutive shares of approximately 13.0 million were excluded from the computation of diluted loss per common share attributable to SSR Mining shareholders in the Condensed Consolidated Statement of Operations as they were antidilutive. For the nine months ended September 30, 2024, $3.7 million interest saving on 2019 Notes, net of tax, and potentially dilutive shares of approximately 13.3 million were excluded from the computation of diluted loss per common share attributable to SSR Mining shareholders in the Condensed Consolidated Statement of Operations as they were antidilutive. These interest savings and shares were excluded in the computation of adjusted net income (loss) per diluted share attributable to SSR Mining shareholders for the three and nine months ended September 30, 2024 as they were antidilutive.

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Non-GAAP Measure - Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA

EBITDA represents net income (loss) before interest, taxes, depreciation, and amortization. EBITDA is an indicator of the Company’s ability to generate liquidity by producing operating cash flow to fund working capital needs, service debt obligations, and fund capital expenditures.

Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation, and amortization, adjusted to exclude the impact of specific items that are significant, but not reflective of the Company’s underlying operations, including impairment charges.

The most directly comparable financial measure prepared in accordance with GAAP to EBITDA and Adjusted EBITDA is Net income (loss) attributable to SSR Mining shareholders.

The following is a reconciliation of Net income (loss) attributable to SSR Mining shareholders to EBITDA and adjusted EBITDA:

			Three Months Ended September 30,																		Nine Months Ended September 30,
(in thousands)			2024									2023									2024									2023
Net income (loss) attributable to SSR Mining shareholders (GAAP)			$			10,557						$			15,159						$			(266,832)						$			119,838
Net income (loss) attributable to non-controlling interests						(4,306)									(22,404)									(82,615)									24,297
Depletion, depreciation and amortization						30,443									55,990									91,852									147,727
Interest expense						2,942									4,080									9,702									14,099
Income and mining tax expense (benefit)						869									68,893									(7,641)									(11,707)
EBITDA (non-GAAP)						40,505									121,718									(255,534)									294,254
Artmin transaction and integration costs						—									30									—									406
Effects of the Çöpler Incident (1)						(2,424)									—									399,976									—
Impairments of long-lived and other assets (2)						369									2,637									369									2,637
Change in fair value of marketable securities						(330)									555									(6,749)									(565)
Loss (gain) on sale of mineral properties, plant and equipment						—									560									—									1,610
Adjusted EBITDA (non-GAAP)			$			38,120						$			125,500						$			138,062						$			298,342

(1)The effects of the Çöpler Incident represent the following unusual and nonrecurring charges: (1) reclamation costs of $11.2 million and remediation costs of $261.7 million; (2) impairment charges of $114.2 million related to plans to permanently close the heap leach pad; and (3) contingencies and expenses of $12.9 million. Refer to Note 3 to the Condensed Consolidated Financial Statements for further details related to the impact of the Çöpler Incident.

(2)For the year ended September 30, 2024, impairments of long-lived and other assets are related to remote equipment damaged due to forest fires at Seabee. For the year ended September 30, 2023, impairments of long-lived and other assets represent non-cash write-downs of various assets and materials and supplies inventories.

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Non-GAAP Measure - Free Cash Flow

The Company uses free cash flow to supplement information in its consolidated financial statements. The most directly comparable financial measures prepared in accordance with GAAP is Cash provided by (used in) operating activities. The Company believes that in addition to conventional measures prepared in accordance with US GAAP, certain investors and analysts use this information to evaluate the ability of the Company to generate cash flow after capital investments and build the Company’s cash resources. The Company calculates free cash flow by deducting cash capital spending from cash generated by operating activities. The Company does not deduct payments made for business acquisitions.

The following table provides a reconciliation of Cash provided by (used in) operating activities to free cash flow:

						Nine Months Ended September 30,
(in thousands)						2024									2023
Cash provided by (used in) operating activities (GAAP)						$			(54,849)						$			218,566
Expenditures on mineral properties, plant and equipment									(104,961)									(164,633)
Free cash flow (non-GAAP)						$			(159,810)						$			53,933

Critical Accounting Estimates

Refer to the Company’s Management’s Discussion and Analysis of Critical Accounting Estimates included in Part II of Form 10-K.

New Accounting Pronouncements

For a discussion of Recently Issued Accounting Pronouncements, see Note 2 of the Condensed Consolidated Financial Statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risks during the three month period ended September 30, 2024.

For additional information on market risks, refer to “Disclosures About Market Risks” included in Part II, Items 7A of the Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s Management assessed the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a–15(e) and 15d–15(e) under the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Based upon its assessment, Management concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2024.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the most recent quarter, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company and its subsidiaries have become involved in litigation relating to claims arising out of operations in the normal course of business. Information regarding legal proceedings is contained in Note 20 to the Condensed Consolidated Financial Statements contained in this Report and is incorporated herein by reference.

On March 18, 2024 and March 22, 2024, two related putative securities class actions, Karam Akhras v. SSR Mining Inc., et. al., Case No. 24-cv-00739 and Eric Lindemann v. SSR Mining Inc., et. al., Case No. 24-cv-00808, were filed in the United States District Court for the District of Colorado (collectively, the “US Securities Actions”). The US Securities Actions assert claims for alleged violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against the Company, as well as certain of its current and former members of management (the “Individual Defendants”, and together with the Company, the “Defendants”) and for alleged violations of Section 20(a) of the Exchange Act against the Individual Defendants. The complaints allege that certain public statements made by the Defendants were rendered materially false and misleading with respect to, among other things, the adequacy of the Company’s internal controls relating to its safety practices and operational integrity at its Çöpler mining facility in Türkiye. On August 2, 2024, the US Securities Actions were consolidated as Consolidated Civil Action No. 1:24-cv-00739-DDD-SBP (the “Consolidated US Securities Action”).

Additionally, two putative securities class actions, Glenna Padley v. SSR Mining Inc., et. al. and Abdurrazag Mutat v. SSR Mining Inc., et al., were filed on March 27, 2024 and April 23, 2024, respectively, in the Supreme Court of British Columbia (the “BC Actions”). Two additional putative securities class actions, Chao Liang v. SSR Mining Inc., et. al. (the “Liang Action”) and Michael Jones v. SSR Mining., et. al. (the “Jones Action”), were filed on April 5, 2024 and May 1, 2024, respectively, in the Ontario Superior Court of Justice (the “Ontario Actions” and together with the BC Actions, the “Canadian Securities Actions”). The Canadian Securities Actions assert claims for alleged misrepresentations by the Defendants at common law and in contravention of applicable Provincial securities law disclosure obligations. On August 9, 2024, carriage of the proposed Ontario Actions was granted to the Liang Action. The Jones Action is stayed as of such decision.

The Consolidated US Securities Action and Canadian Securities Actions seek unspecified compensatory damages on behalf of the putative class members. The Company, along with the Individual Defendants, are defending themselves against these claims.

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ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item IA., “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The risks described in the Annual Report and herein are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that is deemed to be immaterial may also materially adversely affect the business, financial condition, cash flows and/or future results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of equity securities during the quarter ended September 30, 2024.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

The Company is required to report certain mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, and that required information is included in Exhibit 95 to this Quarterly Report, which is incorporated herein by reference.

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ITEM 5. OTHER INFORMATION

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements by our Directors and Officers

During the quarterly period covered by this report, no directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, modified or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408 Regulation S-K).

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ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit Number
31.1 +			Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 +			Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1++			Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2++			Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95 +			Mine Safety Information Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
101			101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE			XBRL Instance - XBRL tags are embedded within the Inline XBRL document XBRL Taxonomy Extension Schema XBRL Taxonomy Extension Calculation XBRL Taxonomy Extension Definition XBRL Taxonomy Extension Labels XBRL Taxonomy Extension Presentation
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).
+			Filed herewith
++			Furnished herewith
+++			Previously filed
*			Indicates a management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			SSR MINING INC. Registrant
Date:    November 6, 2024			/s/ Michael J. Sparks
			Name:    Michael J. Sparks Title:    Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date:    November 6, 2024			/s/ Russell Farnsworth
			Name:    Russell Farnsworth Title:    Vice President, Controller (Principal Accounting Officer)

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