On February 28, 2025 (“Acquisition Date”), the Company acquired all of the issued and outstanding common shares of CC&V from Newmont Corporation (“Newmont”) in an all-cash deal for $100 million in upfront consideration and up to $175.0 million in additional milestone-based payments. The transaction is expected to increase the Company’s scale, free cash flow and portfolio diversification.

The milestone-based payments include $87.5 million payable upon final approval of the application to amend the CC&V Cresson Permit and $87.5 million payable upon obtaining regulatory relief related to flow-related permitting requirements for the Carlton Tunnel, including steps taken to achieve the highest feasible alternative in relation to Carlton Tunnel water flow. Refer to Note 20 for more information.

Upon completion of an updated regulator-approved closure plan and in the event the aggregate closure costs at CC&V exceed $500.0 million, the Company will be responsible for funding 10% of the incremental closure costs while Newmont will be responsible for funding 90% of the incremental closure costs, either on an as-incurred basis or pursuant to a lump-sum payment option. The Company will account for this as an indemnification asset under the FASB Accounting Standards Codification Topic 805, Business Combinations, and will recognize an asset for 90% of the aggregated closure costs at CC&V in excess of $500.0 million that Newmont will be responsible for funding, with no limit on the maximum cost. At the Acquisition Date, the Company did not recognize an indemnification asset as the recognition criteria had not been met.

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

(1)Cash consideration is comprised of $100.0 million in upfront cash and an $8.7 million working capital adjustment. The working capital adjustment is preliminary as of March 31, 2025 and subject to finalization in accordance with the Share Purchase Agreement.

(2)The fair value of the contingent consideration is based on a probability weighted discounted cash flow model. The contingent consideration is considered a Level 3 fair value measurement due to certain assumptions that are not based on observable market data (refer to Note 11 for more information). The significant assumptions include probability and timing of milestones and discount rates. The range of the undiscounted amounts the Company could be obligated to pay is between $87.5 million and $175.0 million.

The Company retained an third party valuation specialist to assist in determining the fair value of assets acquired and liabilities assumed. In accordance with the acquisition method of accounting, the purchase price of CC&V has been allocated to the acquired assets and assumed liabilities based on their estimated acquisition date fair values. The fair value estimates were based on income, market and cost valuation methods.

As of March 31, 2025, the Company had not fully completed the analysis to assign fair values to all assets acquired and liabilities assumed, and therefore the purchase price allocation for CC&V is preliminary. As of March 31, 2025, remaining items to finalize include the fair value of inventories; mineral properties, plant and equipment; reclamation and remediation liabilities; deferred income tax assets and liabilities; and working capital accounts. The preliminary purchase price allocation will be subject to further refinement as the Company continues to refine its estimates and assumptions based on information available at the Acquisition Date. These refinements may result in material changes to the estimated fair value of assets acquired and liabilities assumed. The purchase price allocation adjustments can be made throughout the measurement period, which is not to exceed one year from the Acquisition Date.


Assets:
Trade and other receivables	$	391
Inventories (1)		194,433
Prepaids and other current assets		919
Mineral properties, plant and equipment (2)		317,480

Total assets	$	513,223

Liabilities:
Accounts payable	$	12,883
Accrued and other liabilities		15,468
Reclamation liabilities (3)		220,974
Deferred tax liabilities (4)		19,700
Total liabilities	$	269,025

Total net assets	$	244,198

(1)The fair values of inventories were determined based on a net realizable value (“NRV”) approach, whereby the future estimated cash flows from sales of payable metal produced are adjusted for costs to complete.

(2)The fair value of mineral properties have been estimated using a market approach based on estimated quantities of mineral reserves and mineral resources and in-situ multiples. The fair values of plant and equipment have been estimated using a depreciated replacement cost approach.

(3)The fair value of reclamation costs is based on the expected amounts and timing of cash flows of closure activities and discounted to present value 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, including estimates and timing of monitoring and water management costs after completion of initial closure activities.

(4)Deferred income tax liabilities represent future tax expense associated with the differences between the preliminary fair value allocated to assets and liabilities and the tax basis of those assets and liabilities.

Revenue for the three months ended March 31, 2025 includes $34.9 million of revenue from the assets acquired in the acquisition of CC&V. Net income attributable to SSR Mining shareholders for the three months ended March 31, 2025 includes net income of $10.1 million from CC&V.

The following unaudited pro forma financial information represents a summary of the historical consolidated results of operations for the three months ended March 31, 2025 and 2024, giving effect to the acquisition as if it had been completed on January 1, 2024. The pro forma financial information is provided for illustrative purposes only and is not intended to represent what the Company’s financial position or results of operations would have been had the acquisition occurred on the assumed date, nor does it purport to project the future operating results or the financial position of the Company following the acquisition.

The information below reflects certain nonrecurring and recurring pro forma adjustments that were directly related to the acquisition based on available information and certain assumptions that the Company believes are reasonable, including: (i) the changes in depreciation, depletion and amortization reflecting the relative preliminary fair values attributable to mineral properties, plant and equipment, (ii) the changes in cost of sales reflecting the relative preliminary fair values attributable to inventories, (iii) the changes in reclamation and remediation costs reflective of the fair market value value of reclamation and remediation liabilities, (iv) the changes in Other operating expense (income), net reflective of the preliminary fair values attributable to contingent consideration liabilities, and (v) the estimated tax impacts of the pro forma adjustments.

The following table provides unaudited pro forma financial information for the three months ended March 31, 2025 and 2024, as if CC&V had been acquired as of January 1, 2024 (in thousands):