ACQUISITIONS AND DIVESTITURES

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisition of Taiga Gold Corporation

On December 2, 2021, the Company announced an agreement to acquire all the issued and outstanding common shares of Taiga Gold Corporation (“Taiga Gold”) at a price of CAD $0.265 per Taiga Gold share which implies an equity value of approximately $21.0 million. Taiga Gold has announced that it intends to call a meeting of shareholders to be held on or before March 15, 2022 to seek shareholder approval for the Transaction. The transaction will require approval of (i) at least 66⅔% of the votes cast by Taiga Gold shareholders and (ii) a simple majority of the votes cast by certain Taiga Gold shareholders, which excludes votes from certain shareholders, as required under Canadian Multilateral Instrument 61-601 - Protection of Minority Securityholders in Special Transactions. The completion of the transaction is also subject to receipt of court, stock exchange and any other regulatory approvals, and is subject to customary closing conditions for transactions of this nature. The agreement provides for non-solicitation covenants with "fiduciary out" provisions that allow Taiga Gold to consider and accept a superior proposal, subject to a "right to match period" in favor of the Company. The agreement also provides for (i) a termination fee of $1.2 million to be paid by Taiga Gold to the Company if the agreement is terminated in certain specified circumstances; and (ii) and expense reimbursement fee of $0.3 million to be paid by the Company to Taiga Gold if the transaction fails to close as a result of specified breaches of the agreement by the Company. The transaction is expected to close in the first half of 2022.

The transaction materially expands the Company’s presence in Saskatchewan, Canada, a core jurisdiction, by adding five new properties, which provide new exploration targets stretching south from the Seabee mine to the Company’s 100%-owned Amisk property. Further, the acquisition consolidates a 100% interest in the Fisher property contiguous to the Seabee mine, currently operated under joint venture comprised of the Company's 80% and Taiga Gold's 20%. The Company will leverage its existing teams and infrastructure to advance the development of these assets.

Acquisition of Alacer Gold Corporation

On September 16, 2020 (“Acquisition Date”), the Company acquired all of the issued and outstanding common shares of Alacer Gold Corp. ("Alacer"). The acquisition of Alacer created a diversified portfolio of high quality, long-life mines across four mining-friendly jurisdictions.

The Company acquired all of the issued and outstanding common shares of Alacer, with Alacer shareholders receiving 0.3246 of the Company’s common stock for every one Alacer share (the "Exchange Ratio"). The transaction resulted in the issuance of 95,699,911 of the Company’s common stock to the former shareholders of Alacer. All outstanding RSUs, PSUs and DSUs of Alacer that were not exercised prior to the Acquisition Date were replaced with the Company units (the RSU Replacement Units, the PSU Replacement Units, and the DSU Replacement Units, respectively), with the number of such securities issued adjusted by the Exchange Ratio.

Upon closing of the transaction, the Company and former Alacer shareholders owned 57% and 43%, respectively, of the shares of the combined entity. Upon the completion of the transaction, Alacer became a wholly-owned subsidiary of the Company. Alacer holds an 80% interest in Anagold Madencilik Sanayi ve Ticaret Anonim Şirketi ("Anagold"), the owner and operator of Çöpler, a large-scale open pit gold mine in east-central Turkey. The 20% non-controlling interest in Anagold is held by Lidya Madencilik Sanayi ve Ticaret Anonim Şirketi ("Lidya Mining").

Based upon the September 15, 2020 closing stock price of the Company's common stock, the total purchase price consideration of the acquisition was $2.2 billion. The Company incurred transaction and integration costs of $6.9 million and $20.8 million, which included $11.0 million for severance and termination payments to executives, for the years ended December 31, 2021 and 2020, respectively. These costs were recognized in Transaction, integration and SEC conversion expense in the Consolidated Statements of Operations.

The acquisition of Alacer was accounted for as a business combination which requires the measurement of acquired assets and liabilities assumed at their respective fair values at the date of acquisition. The Acquisition Date fair value of the consideration transferred consists of the following (in thousands):


Share consideration (1)	$	2,127,284
RSU, PSU and DSU consideration (2)		52,363
Total consideration	$	2,179,647

(1)The fair value of 95,699,911 common shares issued to Alacer shareholders was determined using the Company's common share price of $22.22 per share on September 15, 2020.

(2)The fair value of 3,570,261 RSU, 3,463,023 PSU and 1,158,071 DSU consideration units issued was determined using the Alacer share price of $7.21 on September 15, 2020, adjusted for the Exchange Ratio. Of the amount relating to the RSU, PSU and DSU consideration, $15.4 million was recognized in equity and $23.8 million and $13.2 million were recognized in Accrued liabilities and other and Other non-current liabilities, respectively.

The table below presents the fair values of the assets acquired and liabilities assumed at the Acquisition Date (in thousands):


ASSETS
Cash and cash equivalents	$	270,445
Trade and other receivables		17,218
Inventories		224,992
Prepaids and other current assets		6,039
Mineral properties, plant and equipment		2,789,832
Inventories		124,775
Restricted cash		32,943
Equity method investments		9,148
Other non-current assets		9,575
Total assets	$	3,484,967

LIABILITIES
Accounts payable and accrued liabilities	$	71,861
Current portion of debt		70,000
Debt		175,000
Reclamation liabilities(1)		26,154
Lease liabilities - non-current		114,820
Deferred income tax liabilities (2)		337,752
Other non-current liabilities		3,081
Non-controlling interest (3)		506,652
Total liabilities		1,305,320
Total net assets	$	2,179,647

(1)The fair value of reclamation costs is based on the expected amounts and timing of cash flows for closure activities and discounted to present value using a credit-adjusted risk-free rate as of the Acquisition Date. Key assumptions include the costs and timing of key closure activities based on the life of mine plans.

(2)Deferred income tax liabilities are net of a deferred income tax asset of $182.9 million relating to investment incentive tax credits at Çöpler and includes a deferred income tax liability of $29.2 million for withholding tax on distributable earnings of the Turkish entities.

(3)The fair value of non-controlling interest is measured based on a discounted cash flow model.

The fair values of inventories were determined based on an NRV approach, whereby the future estimated cash flows from sales of payable metal produced are adjusted for costs to complete. The fair values of mineral properties have been estimated using discounted cash flow models and the fair values of plant and equipment have been estimated using a depreciated replacement cost approach. A market approach was used to estimate the fair values of certain exploration assets with reference to a public company comparable analysis. Expected future cash flows are based on estimates of future metal prices, production based on current estimates of mineral reserves and recoverable mineral resources, future operating costs and capital expenditures, and discount rates. The valuation of net deferred tax liabilities includes an amount recognized for deferred tax assets relating to investment incentive tax credits for which the Company has determined it is more likely than not to be accepted as eligible spend occurs and it is more likely than not that taxable profits will be available to utilize against those credits.

Consolidated revenue for the year ended December 31, 2020 includes revenue from the assets acquired in the acquisition of Alacer of $205.5 million. Consolidated net income for the year ended December 31, 2020 includes net income attributable to SSR Mining shareholders from Alacer of $24.1 million.

Pro forma financial information

The following table provides unaudited pro forma financial information for the years ended December 31, 2020 and 2019, as if Alacer had been acquired as of January 1, 2019 (in thousands):


	Years Ended December 31,
	2020		2019
Revenue	$	1,215,145	$	1,077,093
Net income attributable to SSR Mining shareholders	$	264,390	$	219,068

Acquisition of non-controlling interest in Puna

On September 18, 2019, the Company acquired a 25% interest in Puna from Golden Arrow Resources Corporation ("Golden Arrow") for aggregate consideration of $32.4 million, consisting of $2.3 million of cash, the extinguishment of the loan to Golden Arrow and related interest of $11.4 million, the issuance of $18.2 million of the Company's common shares, and the transfer of shares in Golden Arrow held by the Company, with a fair value of $0.5 million, for cancellation.

As the acquisition did not result in a change of control, the acquisition was accounted for as an equity transaction whereby the carrying amount of the non-controlling interest of $33.9 million in Puna prior to the acquisition was adjusted to zero in the Consolidated Balance Sheets. Further, the difference of $1.5 million between the carrying amount of the non-controlling interest in Puna at the time of acquisition and the fair value of the consideration paid to Golden Arrow of $32.4 million was recognized in equity. Transaction costs incurred in connection with the transaction of $0.2 million were recognized as a reduction of equity.

Divestiture of royalty assets

On October 21, 2021, the Company completed the sale of a portfolio of royalty interests and deferred consideration (the "Royalty Portfolio") to EMX Royalty Corporation ("EMX") with a carrying value of $83.9 million. The total consideration received included cash, EMX common shares, and deferred consideration in the form of contingent payments of cash payable upon completion of certain project milestones related to one of the royalties totaling approximately $87.9 million. The fair value of the deferred consideration was estimated based on the present value of the projected future cash inflows using a discount rate of 12.5%. The projected future cash inflows are affected by assumptions related to the achievement of the development milestones. At June 30, 2021, following the negotiation of the Royalty Portfolio sale, the Company recorded an impairment loss of $22.3 million on the Royalty Portfolio, calculated based on the difference between the estimated fair value of the Royalty Portfolio and its carrying amount prior to the impairment. The impairment loss was recognized in the Company's Exploration, evaluation and development properties segment. The Company recognized a gain on closing of the Royalty Portfolio sale to EMX of $2.1 million, net of $0.3 million of transaction costs, which has been recorded against the impairment loss.