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ACQUISITIONS AND DIVESTITURES (Tables)

3 Months Ended

Mar. 31, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Acquisition Date Fair Value of the Consideration Transferred

The Acquisition Date fair value of the consideration transferred consists of the following (in thousands):

Cash consideration (1)						$			108,736
Contingent consideration (2)									135,462
Total Purchase Price						$			244,198

(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.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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

Assets:
Trade and other receivables			$			391
Inventories (1)						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.

Business Acquisition, Pro Forma Information

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):

			Three Months Ended March 31,
			2025									2024
Revenue			$			404,776						$			289,888
Net income attributable to SSR Mining shareholders (1)			$			94,136						$			(267,725)

(1)For the three months ended March 31, 2025, net income (loss) includes $6.8 million of transaction and integration costs.

X

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References

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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)(2)
-SubTopic 10
-Topic 805
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Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

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