SSRM 10-K & 10-Q changes, risk factors and insider trading

•Civil disobedience in certain of the countries where the Company’s mineralmining propertiesoperations are located could adversely affect its business.

As a result of the Çöpler Incident, we are exposed to a number of new risks, described below, that will have an uncertain and potentially adverse impact on our business, consolidated results of operations, financial position and cash flows, which could be material. In addition, a number of existing risks identified in other sections of this report will be exacerbated as a result of the Çöpler Incident.

On February 13, 2024, the Company suspended operations at Çöpler as a result of a significant slip on the heap leach pad. We cannot determine at this time when operations will resume at Çöpler, if at all. The Çöpler Incident is expected to have a significant, ongoing impact on the Company’s cash flows, liquidity and capital resources, even after we are permitted to resume operations. Although the Company currently estimates its existing capital resources and the cash flows generated from its other mine properties will continue to be sufficient to meet the Company’s ongoing cash flow, capital expenditure and other business requirements for the foreseeable future, there are a number of factors that may change the Company’s estimate or that the Company was not able to estimate and, therefore, the Company’s expected cash requirements may increase. These factors include, among other things, the ongoing cost of the remediation of the Çöpler site,site and the surrounding area, the potential legal and regulatory obligations and associated fines and penalties that may arise, the extent of third-party liability,liability and our ability to recover from any such third parties, the availability and extent of property and liability insurance and the impact of debt covenants and other contractual obligations. If the Company’s estimates of the costs and other expenditures that it will incur in connection with the Çöpler Incident are incorrect or insufficient, it may result in a material adverse effect on Company’s liquidity, cash flows, results of operations and business.

The Türkiye governmental authorities continue their investigations into the Çöpler Incident. The Türkiye government has arrested and charged certain of our employees as part of this investigation. As a result of the investigations, the Company may face, among other things, criminal and/or civil sanction,sanctions, which may include significant fines, orders for additional remediation and restitution to the individual, families and communities that may have been impacted and loss of permits and/or the ability to operate Çöpler. The Türkiye government has revoked Çöpler’s environmental and operating permits in connection with the incident, and the Company cannot predict when or if such permits will be reinstated and under what conditions.

The Company has prepared estimates of future production, operating costs and capital costs for Çöpler and the Technical Report Summary for Çöpler contains estimates of future production, development plans, operating and capital costs and other economic and technical estimates.estimates, if operations resume at Çöpler. As a result of the Çöpler Incident, the Company may not be able to achieve these estimates during the time frame it has set out, if at all, as the operating and economic assumptions, along with the mineral reserves, mineral resources, cost estimates and other findings contained in such TRS, may no longer be accurate. When more information is available regarding the operations at Çöpler, the TRS may need to be amended, and we are not certain as to when this will occur. The Company cannot estimate at this time when Çöpler will resume operations, which may have a material adverse impact on the Company’s future cash flows, profitability, results of operations and financial condition.

Additionally, on August 20, 2024, the local Turkish court issued a decision cancelling the Çöpler mine's environmental impact assessment, which was approved in 2021 (the "2021 EIA"),EIA, due to insufficiencies in the 2021 EIA approval process. On February 11, 2025, the Turkish Council of State affirmed the decision of the lower court. As a result of the cancellation of the 2021 EIA, the operating guidelines at Çöpler revert to those outlined in the Company’s prior Environmentalenvironmental Impactimpact Assessment,assessment, which was issued in 2014 (the “2014 EIA”),EIA, which, among other considerations, prescribes a lower throughput rate for the sulfide plant operations. If the Company is permitted to resume operations at Çöpler, it may not be able to operate the mine under the parameters of the 2014 EIA, if at all. There can be no guarantee that the mine, if operations are permitted to resume, will be able to operate under the parameters of the 2021 EIA in the future, if at all. At this time, the Company cannot fully assess the entire scope of the impact of operating under the 2014 EIA.

Our Second Amended Credit Agreement and the indenture governing the 2019 Notes (as defined herein) containcontains a number of covenants and events of default, which may be implicated by the Çöpler Incident. Although we do not believe the Çöpler Incident was a material adverse event under the terms of the Second Amended Credit Agreement or that there has been a violation of any covenant or an event of default, if it was later determined that the Çöpler Incident or an event that occurs as a result of the Çöpler Incident, such as an action by Turkish authorities,authorities or by third parties, is a material adverse event or the resulting events triggered a violation of a covenant or an event of default, the lenders under the Second Amended Credit Agreement may be permitted to terminate all commitments to extend credit under the Second Amended Credit Agreement and, if we had outstanding borrowings, to exercise remedies against the collateral pledged to secure the obligations thereunder. As of the date of this report, we do not have any outstanding borrowings under our Second Amended Credit Agreement. The Second Amended Credit Agreement also requires us to maintain specified financial ratios and satisfy other financial tests and make certain representations and warranties whenever we are borrowing under the Second Amended Credit Agreement. Our ability to meet those financial ratios and tests and to be able to make such required representations and warranties may be negatively affected by the Çöpler Incident and we may not be permitted to borrow under the Second Amended Credit Agreement. If our lenders terminate all commitments to extend further credit or restrict our ability to borrow under the Second Amended Credit Agreement, we may not have access to adequate financial resources to fund our business and planned capital expenditures, which may have a material adverse impact on our cash flows, results of operations or financial condition and liquidity position. In addition, our noteholders may choose to assert that the Çöpler Incident has resulted in an event of default or certain other conditions that would permit them to accelerate the repayment of the 2019 Notes, and we may not have sufficient assets to repay that indebtedness. We do not believe that the Çöpler Incident has resulted in any events or conditions that would permit the noteholders to seek to accelerate the 2019 Notes.

Responding to the Çöpler Incident, including progressing the remediation effortand restart efforts, requires significant management attention.

The health, safety, and well-being of our employees, contractors, and their familiesfamilies, along with the surrounding community, following the Çöpler Incident, responding to inquiries from and interacting with the government of Türkiye and progressing the remediation and the steps necessary to resume operations at Çöpler have been key areas of focus and the priority of the management team since the Çöpler Incident. Our management team will continue to be focusedfocus on the remediation efforteffort, working to resume operations at Çöpler and responding to the legal and other claims to which the Company has and may in the future become subject. This will continue to require substantial management time and attention, which may divert management from overseeing the operations of the Company’s other mines and focusing on developing and executing on our overall strategy.

While the Çöpler Incident has not impacted our development plan with respect to Hod Maden to date, there can be no guarantee that direct or indirect impacts will not arise in the future. As a result of the Çöpler Incident, the Türkiye government could rescind or revoke permits associated with our Hod Maden development or otherwise prevent us from completing or participating in the development of Hod Maden.Maden, Theor make less desirable to do so. Our ability to continue with the development or participation in the Hod Maden project may have a material adverse impact on the Company's cash flows, results of operations or financial condition or our ongoing joint venture relationships and operations in Türkiye.

As a result of the Çöpler Incident, the Company and certain of its current and former officers and directors isare subject to securities class actions in the United States and Canada, and it is possible that the Çöpler Incident could result in significant additional claims for damages, including, potentially, claims for loss of life and property or environmental damage, or securities losses. We have no ability to estimate the timing, extent or the significance of any of these claims. Therefore, these events could materially affect the Company’s business, reputation, financial condition and results of operations. If the Company is held responsible for loss of life, environmental and other property damage caused by the Çöpler Incident, it could have a material impact on the Company’s financial condition, liquidity, cash flows and results of operations. The Company has insurance coverage for third party claims,claims and damages, but the aggregate losses associated with the Çöpler Incident could significantly exceed the amount of available insurance coverage.coverage or we may not be successful in our efforts to recover our insurance policies. The Company is incurring legal and consulting fees to manage current and potential lawsuits and financial implications related to the Çöpler Incident, and those amounts are likely to be material, and are in addition to the claims for damages, which could be significant.

As a result of the Çöpler Incident, our shareshares price hashave experienced aincreased significanttrading declinevolume volatility on both Nasdaq and the TSX and experienced increased trading volume volatility.TSX. It is likely that our share price will continue to be volatile asdue a result of decreased investor confidence in the Company andto the release of new information about the Çöpler Incident or the Company, including, among other things,updatesthings, updates regarding the timing or likelihood of returning to operations at Çöpler, actions taken by the Türkiye government, lawsuits or claims filed against us, or financial implications arising from the incident. Additionally, media reports and social media stories,stories in the United States, Canada, Türkiye and elsewhere, whether or not substantiated, could have an impact on our share price. These factors could subject the market price of our common shares to price fluctuations regardless of our underlying operating performance. As a result, our share price may continue to be volatile.

The Company has prepared estimates of future production, operating costs and capital costs for its Çöpler, Marigold, SeabeeSeabee, Puna and PunaCC&V operating mines, and the Company’s technical studies and reports for the Company’s operating mines and other projects, as may be amended or updated from time to time, contain estimates of future production, development plans, operating and capital costs and other economic and technical estimates relating to these projects. These estimates are based on a variety of factors and assumptions and there is no assurance that such production, plans, costs or other estimates will be achieved. Actual production, costs and financial returns may vary significantly from the estimates depending on a variety of factors, many of which are not within the Company’s control. For example, on February 13, 2024, the Company suspended operations at Çöpler as a result of the Çöpler Incident and the Company is unable to reasonably estimate the full impact of the Çöpler Incident on the longer-term financial position, results of operations and cash flows at this time. These factors primarily include, but are not limited to: actual ore mined varying from estimates of grade, tonnage, dilution, metallurgical and other characteristics; short-term operating factors, such as the need for sequential development of ore bodies and the processing of new or different ore grades from those planned; mine failures, slope failures, equipment failures or accidents and the exposure for related claims of loss and liabilities; and encountering unusual or unexpected geological conditions. Failure to achieve estimates or material increases in costs could have a material adverse impact on the Company’s future cash flows, profitability, results of operations and financial condition.

•increased import and export taxes and tariffs;

•changing investor or consumer sentiment, including as it relates to mining companies and in connection with transition to a low-carbon economy, investor interest in crypto currencies and other investment alternativesalternatives, away from precious metals, and other factors.

In addition, a decrease in the market price of gold, silver and other metals would affect the profitability of Çöpler, Marigold, SeabeeSeabee, Puna and PunaCC&V and could affect the Company’s ability to finance the exploration and development of any of the Company’s other mineral properties. The market price of gold, silver and other metals may not remain at current levels. In particular, an increase in worldwide supply, and consequential downward pressure on prices, may result over the longer term from increased gold or silver production from mines developed or expanded as a result of current metal price levels.

Any material reductions in estimates of mineralization, or of the Company’s ability to extract this mineralization, including estimates made in thea technicalTechnical reportReport summariesSummary (as defined herein) for any of the Company’s operating properties and additional projects, could have a material adverse effect on the Company’s results of operations or financial condition. There is no assurance that mineral recovery rates achieved in small scale tests will be duplicated in large scale tests under on-site conditions or in production scale. If our reserve estimations are required to be revised using significantly lower gold, silver, copper, zinc, lead and other metal prices as a result of a decrease in commodity prices, increases in operating costs, reductions in metallurgical recovery or other modifying factors, this could result in material write-downs of our investment in mining properties or increased amortization, reclamation and closure charges.

As part of the Company’s business strategy, it has sought and will continue to seek new operating, developmentexploration and explorationdevelopment opportunities in the mining industry.industry, such as the Company’s recent acquisition of the CC&V mine. The Company may consider, from time to time, the acquisition of ore reserves from third parties. Such acquisitions are typically based on an analysis of a variety of factors including, but not limited to, historical operating results, estimates of and assumptions regarding the extent of ore reserves, the timing of production from such reserves, cash and other operating costs and the Company’s assumptions for future gold, silver, copper, zinc or lead prices or other mineral prices. In connection with any acquisitions, the Company may rely on data and reports prepared by third parties, which may contain information or data that the Company is unable to independently verify or confirm. Other than historical operating results, all of these factors are uncertain and may have an impact on the Company’s revenue, cash flow and other operating issues, as well as contributing to the uncertainties related to the process used to estimate ore reserves.

In pursuit of such opportunities, the Company may fail to select appropriate acquisition candidates or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired opportunities into the Company’s existing business. The Company cannot provide assurance that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favorable terms, if at all, or that any acquisitions or business arrangements completed will ultimately benefit its business. Further, any acquisition the Company makeshas made or will make will require a significant amount of time and attention offrom the Company’s management, as well as resources that otherwise could be spent on the operation and development of its existing business. In addition, there may be intense competition for the acquisition of ore reserves and/or attractive mining properties. There can be no assurance that the Company will be able to successfully acquire any desired ore reserves or mining properties.

Any future acquisitionsacquisition would be accompanied by risks, including the quality of the mineral deposit acquired proving to be lower than expected; the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of its ongoing business; the inability of management to realize anticipated synergies and maximize its financial and strategic position; the failure to maintain uniform standards, controls, procedures and policies; and the potential for unknown or unanticipated liabilities associated with acquired assets and businesses, including tax, environmental or other liabilities. There can be no assurance that any business or assets that the Company has acquired or that it may acquire in the future will prove to be profitable, that the Company will be able to integrate the acquired businesses or assets successfully or that the Company will identify all potential liabilities during due diligence. Any of these factors could have a material adverse effect on its business, expansion, results of operations and financial condition.

Costs at any particular mining location are subject to variation due to a number of factors, such as variable ore grade, changing metallurgy and revisions to mine plans in response to the physical shape and location of the ore body, as well as the age and utilization rates for the mining and processing related facilities and equipment. In addition, costs are affected by the price and availability of input commodities, such as fuel, electricity, labor, chemical reagents, explosives, steel, concrete and mining and processing related equipment and facilities. Commodity costs are, at times, subject to volatile price movements, including increases that could make production at certain operations less profitable. Further, changes in laws and regulations can affect commodity prices, uses and transport.transport including those related to import, exports and tariffs in the jurisdictions in which we operate. Reported costs may also be affected by changes in accounting standards. A material increase in costs at any significant location could have a significant effect on our profitability and operating cash flow.

We could have significant increases in capital and operating costs over the next several years in connection with the development of new projects and in the sustaining and/or expansion of existing mining and processing operations. In addition, it is expected that the Company will incur significant costs related to remediation of the Çöpler Incident and may be exposed to significant claims for loss and damage, which may not be covered by insurance. Costs associated with capital expenditures may increase in the future as a result of factors beyond our control. Increased capital expenditures may have an adverse effect on the profitability of and cash flow generated from existing operations, as well as the economic returns anticipated from new projects.

The Company’s ability to mine, process and sell products is critical to our operations. The Company’s operations depend on the continued availability and delivery of supplies of consumables, including, but not limited to, diesel, tires, sodium cyanide and reagents, and capital items to operate efficiently. In addition to consumables, continuous supplies of energy, water, equipment and labor are critical to the Company’s operations, the costs of which are subject to worldwide supply and demand as well as other factors beyond the Company’s control. Supply chain disruptions, power outages, labor disputes and/or strikes, geopolitical activity, health emergencies in the regions where we operate, weather events and natural disasters could seriously harm the Company’s operations as well as the operations of the Company’s customers and suppliers. Additionally, the uncertainty created by shifting trade and tariff policies can negatively impact the Company’s operations and increase costs. Further, the Company’s suppliers may experience capacity limitations in their own operations or may elect to reduce or eliminate certain product lines, all of which is beyond the Company’s control but could have a material adverse effect on the Company’s operations and revenue.

Our mining operations and development projects require significant amounts of energy, including purchased electricity, diesel fuel, natural gas, propane and coal. Increasing global demand for energy, concerns about nuclear power and the limited growth of new energy sources are affecting the price and supply of energy. A variety of factors, including higher energy usage in emerging market economies, actual and proposed taxation of carbon emissions as well as concerns surrounding continued and new unrest and conflict in the Middle East andEast, Ukraine, Venezuela or other areas, could result in increased demand or limited supply of energy and/or sharply escalating prices. Additionally, changes in energy laws and regulations in various jurisdictions may impact energy dispatch rules and the ability to access energy and sell excess energy. Limitations on energy supply and increased energy prices could negatively impact our operating costs and cash flow.

The Company recognizes the right to clean, safe water and that reliable water supplies are vital for hygiene, sanitation, livelihoods and the health of the environment. Across the globe, water is a shared and regulated resource. Water is also critical to the Company’s business, and the increasing pressure on water resources requires us to consider both current and future conditions in our water management approach. SSRThe MiningCompany operates in areas where watersheds are under stress with limited supply, increasing population and water demand that impact water in various forms. The Company’s management of water-related risks targets the specific areas of operation, as well as considering the physical environment and social and regulatory context. Although each of the Company’s operations currently hashave sufficient water rights, claims and contracts to cover its operational demands, the potential outcome of pending or future legal proceedings or community negotiations relating to water rights, claims, contracts and uses is unknown and unpredictable. Further, laws and regulations may be introduced in certain operational jurisdictions, which could limit the Company’s access to sufficient water resources. Water shortages and excess water may result from weather or environmental changes and climate impacts out of the Company’s control. While the Company has considered and incorporated systems to address the impact of the dry season and climate change as part of its operating plans, there is no assurance that those systems will be sufficient to address all shortages in water supply. Any interruption, or shortage of water supplies and even excess water, could require the Company to curtail or shut down mining production and could prevent the Company from pursuing expansion opportunities, resulting in production and processing delays or stoppages.

Any adverse condition affecting mining or processing conditions at a Company mining property could have a material adverse effect on the Company’sCompany's financial performance and results of operations. The future development of any other properties found to be economically feasible and approved by the Company’s Board of Directors will require the construction and operation of mines, processing plants and related infrastructure. As a result, the Company is and will continue to be subject to all of the risks associated with establishing new mining operations, including:

In addition, developments are prone to material cost overruns versuscompared budget.to what we have budgeted. The capital expenditures and time required to develop new mines, including building mining and processing facilities for new properties, are considerable, and changes in cost or construction schedules can significantly increase both the time and capital required to build the mine. The project development schedules are also dependent on obtaining the governmental approvals and permits necessary for the operation of a mine, which is often beyond the Company’s control. It is not unusual in the mining industry for new mining operations to experience unexpected problems during the start-up phase, resulting in delays and requiring more capital than anticipated. There is no assurance that there will be sufficient availability of funds to finance construction and development activities, particularly if unexpected problems arise.

The Company’s production forecasts are based on full production rates being achieved at all of the Company’s mines.mines on the expected schedule. The Company’s ability to achieve and maintain full production rates at these mines is subject to a number of risks and uncertainties.uncertainties, which are described in this section. Future development activities may not result in the expansion or replacement of current production forecasts with new production forecasts. One or more new projects may be less profitable than anticipated or may not be profitable at all. Any reduction in production forecasts could have a material adverse effect on the Company’s results of operations and financial position.

Although variable depending on location and the governing authority, landLand reclamation, mine closure and remediation requirements are generally imposed by one or more relevant governing authorities on mining companies in order to minimize long-term effects of land disturbance. Such requirements may include requirements to control dispersion of potentially deleterious effluents, and reasonably re-establish pre-disturbance landforms and vegetation.

The laws and regulations governing mine closure and reclamation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions. Any additional obligations may cause our financial provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. In addition, regulators are increasingly requesting security in the form of cash collateral, credit, trust arrangements or guarantees to secure the performance of environmental obligations, which could also have an adverse effect on our financial position. For a more detailed description of potential environmental liabilities, see the discussion in Environmental Matters in Notes 76 and 2423 to the Consolidated Financial Statements.

Under the U.S. Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) and its state law equivalents, current or former owners of properties may be held jointly and severally liable for the costs of site cleanup or required to undertake remedial actions in response to unpermitted releases of hazardous substances at such property, in addition to, among other potential consequences, liability to governmental entities for the cost of damages to natural resources, which may be significant. These subject properties are referred to as “superfund” sites. While nonone of our operations are currently so designated, it is possible that certain of our other current or former operations in the U.S.United States could be designated as a superfund site in the future, exposing us to potential liability under CERCLA.

In order for the Company to carry out reclamation, mine closure and remediation obligations imposed on the Company in connection with its exploration, potential development and production activities, the Company must allocate financial resources that might otherwise be spent on further exploration and development programs, including providing the appropriate regulatory authorities with reclamation financial assurance. The amount and nature of the financial assurance are dependent upon a number of factors, including the Company’s financial condition and reclamation cost estimates, and can be difficult to predict, particularly water remediation requirements which may be ongoing and long lasting. Changes to these amounts, as well as the nature of the collateral to be provided, could significantly increase the Company’s costs, making the maintenance and development of existing and new mines less economically feasible. To the extent that the value of the collateral provided to the regulatory authorities is or becomes insufficient to cover the amount of financial assurance the Company is required to post, the Company would be required to replace or supplement the existing security with more expensive forms of security, which might include cash deposits, which would reduce the Company’s cash available for operations and financing activities. There can be no assurance that the Company will be able to maintain or add to the Company’s current level of financial assurance. The Company may not have sufficient capital resources to further supplement the Company’s existing security.

Given the unpredictability of the timing, nature and scope of cybersecurity attacks or other IT disruptions, it is difficult to predict how such disruptions may impact our business. However, cybersecurityCybersecurity attacks or IT disruptions may result in, among other things, production downtimes, operational delays, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks, financial losses from remedial actions and reputational harm. Outages in our operational technology may affect operations related to health and safety and could result in putting lives at risk of harm or death. Furthermore, as artificial intelligence capabilities continue to advance and are increasingly adopted, cybersecurity attacks may become more sophisticated, including through the use of artificial intelligence enabled techniques. In addition, as technologies evolve and cybersecurity attacks continue to become more sophisticated, we may incur significant costs to upgrade or enhance our security measures to protect against such attacks and we may face difficulties in fully anticipating or implementing adequate preventive measures or mitigating potential harm, which could have a material adverse effect on our cash flows, competitive position, financial condition or results of operations. We review our cybersecurity controls against actual and current industry threats and partner with security vendors to assist with protecting our network and data resources through activities such as penetration and vulnerability testing, assessments against current cybersecurity standards, and leveraging industry recommendations from both independent vendors as well as industry partners. Such efforts may incur significant costs and yet prove insufficient to deter future cybersecurity attacks or prevent all security breaches.

Damage to the Company’s reputation can be the result of the actual or perceived occurrence of any number of events, and could include negative publicity. The increased use of social media and other web-based tools to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views regarding the Company and its activities, whether true or not. For example, as a result of the Çöpler Incident, we have observed and we are observingcontinuing to observe increased negative media and social media attention directed at our Company and our operations in Türkiye, which we expect to continue.

In recent years, social media has grown to rival or even dominate traditional media outlets in reach and dissemination of information. This has resulted in an environment of information overload which is frequently infiltrated by fabricated and fraudulent information. Fabricated and fraudulent information articles multiply rapidly and act as narratives that omit or add information to facts. Social media may be the primary source of news and information in certain regions in which the Company conducts business, and traditional media outlets may pick up social media-based stories and further disseminate information beyond social media platforms. In this environment, false or fabricated information about the Company and its business may travel more quickly than the Company can issue or disseminate the truth. Shifts in social attitudes to our operations in a particular jurisdiction or mining generally may increase our exposure to these risks.

The Company does not ultimately have direct control over how it is perceived by others and there is no assurance that the Company would be able to reverse any negative perceptions. Fabricated and fraudulent news articles may be misinterpreted as true and may lead to increased public scrutiny onof the Company. Such increased public scrutiny may also lead to increased governmental or regulatory scrutiny, whether deserved or not, leading to potential reputational damage to the Company.Company and direct financial impacts. Reputational damage, real or perceived, could have a material adverse impact on the Company’s financial performance, financial condition, cash flows and growth prospects, including its ability to recruit employees from local communities and secure or retain the support of local communities and local and national governments. In certain of the regions where we have operating mines, we have been, and could be in the future, targeted by negative publicity campaigns by individuals or groups that may not favor our presence or the existence of our mine. These campaigns can have a negative impact on the morale of our employees and create retention and recruitment issues. These campaigns could have an impact on the local community’s acceptance of our presence and ability to operate, which can have a meaningful impact on the local and national government’s willingness to allow us to continue to operate. Additionally, these campaigns can have an impact on our ability to recruit contractors and on our relationships with our customers and suppliers.

As described above with respect to the Çöpler Incident, although the Company maintains insurance to protect against certain risks in such amounts as it considers reasonable, the Company’s insurance will not cover all of the potential risks associated with a mining company’s operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as loss of title to mineral property, environmental pollution, or other hazards as a result of exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards which may not be insured against or which it may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect uponon its financial performance and results of operations.

An epidemic or pandemicpandemic, such as COVID-19, may result in restrictions, orders, protocols and shutdowns that could negatively impact the Company’s operations.operations, For example, the global response to the COVID-19 pandemic led toincluding significant restrictions on travel, temporary business closures, quarantines, stock market volatility, supplier and vendor uncertainty and a general reduction in global consumer activity. COVID-19These crises have caused and could in the future cause, operational shut downs at the Company’s properties in 2020 and exposed the Company to many of the risks described in this report, includingproperties, operational and supply chain delays and disruptions, labor shortages, social unrest, breach of material contracts and customer agreements, increased insurance premiums and/or taxes, increased supplier and contractor expenses, decreased demand or the inability to sell and deliver precious metals, declines in the price of precious metals, delays in permitting or approvals, governmental disruptions, international economic and political conditions, international or regional consumptive patterns, expectations on inflation or deflation, interest rates, capital markets volatility, or other unknown but potentially significant impacts, including the possibility of a significant protracted economic downturn, including a global recession.

In response to a public health crisis, governments may introduce new, or modify existing, laws, regulations, decrees or other orders, all of which could impact the Company’s suppliers, local communities, customers, and other stakeholders and negatively impact our business. There is no assurance that the operations at any or all of the Company’s mines will not be the subject of new or additional restrictions, protocols, suspensions or closures, in whole or in part, in the future, which could have a material adverse effect on the Company’s business. Additionally, it is difficult to predict the long-term impact on the local economies where the Company’s properties are located or the global economy as a resultsresult of an epidemic or pandemic, which couldcould, in turnturn, materially adversely affect our operations, financial results and/or liquidity position. In particular, slowed or delayed government processes, including permitting, could have a negative impact on the growth of our business.

The Company maintains its cash and cash equivalents primarily in USD. The Company’s revenues are in USD, while certain of the Company’s costs will be incurred in other currencies. Any appreciation in the currencies of Türkiye, Canada, Argentina, or any other country in which the Company carries out exploration or development activities against the USD may increase the Company’s costs of carrying on operations in such countries. In addition, any fluctuation in the exchange rate of the TRY, CAD, 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 ofin currency prices generally may result in volatility.

From time to time, countries in which the Company operates may adopt measures to restrict the availability of the local currency or the repatriation of capital across borders or enact tax rate changes designed to restrict fund movement across borders. These measures are imposed by governments or central banks, in some cases during times of economic instability, to prevent the removal of capital or the sudden devaluation of local currencies or to maintain in-country foreign currency reserves. In addition, many emerging markets countries require consents or reporting processes before local currency earnings can be converted into USD or other currencies and/or such earnings can be repatriated or otherwise transferred outside of the operating jurisdiction. These measures may have a number of negative effects on SSRthe Mining,Company, reducing the immediately available capital that we could otherwise deploy for investment opportunities or the payment of expenses. In addition, measures that restrict the availability of the local currency or impose a requirement to operate in the local currency may create other practical difficulties for SSR Mining.us. As a result, the Company’s financial performance and forecasts may be significantly impacted by changes in foreign exchange rates.

Precious metals prices, foreign currency rates, and costs of materials and consumables associated with exploration, development and mining activities are subject to frequent, unpredictable and substantial volatility which is beyond the Company’s control. The Company may engage in various hedging activities consistent with its hedging standards. Hedging activities are intended to mitigate exposure to fluctuations in foreign currencies, materials and consumables. Certain precious metals hedging strategies may protect athe companyCompany against lower prices, but they may also limit the price that can be realized on precious metal that is subject to forward sales and call options where the market price of gold exceeds the gold price in a forward sale or call option contract. Similarly, hedges of foreign currencies, materials and consumables may protect athe companyCompany against adverse currency variances and rising costs but may result in losses if currency rates and costs move counter to a company’s hedge position. Hedging activities may be uneconomic due to numerous factors and no assurances can be made that hedging will effectively mitigate risks as intended.

U.S. and global markets have, from time to time, experienced significant dislocations and liquidity disruptions impacting volatility and pricing in the capital markets. Additional financing may not be commercially available when needed or, if available, the terms of such financing may not be favorable to us and, if raised by offering equity securities, any additional financing may involve substantial dilution to existing shareholders. In the event of lower gold, silver, copper, zinc or lead prices, unanticipated operating or financial challenges, or new funding limitations, the Company’s ability to pursue new business opportunities, invest in existing and new projects, fund our ongoing business activities, retire or service all outstanding debt, repurchase shares and pay dividends could be significantly constrained. In addition, the Company’s joint venture partners may not have sufficient funds or borrowing ability to make their expected capital commitments to such joint ventures. In the caseevent that such joint venture partners do not make their economic commitments, the Company may be prevented from pursuing certain development opportunities or may assume additional financial obligations, which may require new sources of capital.

The impact or magnitude of these risks may not be immediately identifiable or quantifiable, and liabilities may arise at any time, including, but not limited to, fines, monetary damages or settlement costs or liabilities related to compliance with applicable laws. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations. Additionally, these risks could result in damage to, or destruction of, mineral properties, production facilities or other properties, environmental damage, delays in mining, increased cost of sales, asset write downs, monetary losses and possible legal liability, sanctions or penalties, occupational illness or health issues, personnel injury or death, and loss of life, and/or facility and workforce evacuation, such as what we are or may experience as a result of the Çöpler Incident. The Company may not be able to obtain insurance to cover these risks at economically feasible premiums, or at all. The Company may suffer a material adverse effect on its business if it incurs losses related to any significant events that are not covered by the Company’s insurance policies.

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable roads, ice roads, bridges, port and/or rail transportation, power sources, water supply and access to key consumables are important determinants for capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration, development or exploitation of the Company’s projects. If adequate infrastructure is not available in a timely manner, the Company cannot assure that the exploitation or development of its projects will be commenced or completed on a timely basis, or at all, or that the resulting operations will achieve the anticipated production volume, or that the construction costs and operating costs associated with the exploitation and/or development of the Company’s projects will not be higher than anticipated. In addition, extreme weather phenomena, sabotage, vandalism,vandalism or government, non-governmental organization andorganization, community or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations and profitability.

Greater scrutiny onof multinational companies to contribute to sustainable outcomes in the places where they operate,operate has led to a proliferation of standards, reporting initiatives and expectations focused on environmental stewardship, social performance, community engagement and transparency. Extractive industries, and mining in particular, have seen significant increases in community and other stakeholder expectations and attention. TheseMining businessescompanies, like us, are increasingly required to meaningfully engage with impacted communities and interested stakeholders; to understand, avoid or mitigate negative impacts while optimizing economic development and employment opportunities associated with their operations. The expectation is for mining companies to recognize the impact their operations can have on the communities in which they operate and develop strategies and identify targets to address the actual or perceived impact to create shared value for shareholders, employees, governments, local communities and host countries. Such expectations tend to be particularly focused on companies whose activities are perceived to have high environmental impacts, like mining companies. Following the Çöpler Incident, we have been and continue to be in discussions with the government of Türkiye, local government officials and impacted community members regarding remediation efforts. There is no assurance that any of these efforts will satisfy members of the community and other interested stakeholders.

Despite the Company’s commitment to on-goingongoing engagement with communities and other interested stakeholders, no assurances can be provided that increasedchanges stakeholderor increases in expectations and the publicity of these expectations will not result in interest from activists who seek a more rapid or more significant response to thethese interests, which can involve a range of matters, including perceived environmental risksrisks. andThe opportunitiesoutcome facedof bythese theefforts Companycan orresult in adverse financial and operational impacts to theour business, including, without limitation, operational disruption, increased costs, increased investment obligations and increased taxes and royalties payable to governments.

Governments in many jurisdictions, including in some parts of Türkiye, Canada, the United States, and Argentina must consult with, or may require the Company to consult with, indigenous peoples with respect to grants of mineral rights and the issuance or amendment of project authorizations and permits, pursuant to various international and national laws, codes, resolutions, conventions and guidelines, such as the International Labour Organization Convention 169. Consultationguidelines and other rights of indigenous peoples may require accommodation including undertakings regarding employment, royalty payments and other matters. This may affect the Company’s ability to acquire effective mineral titles, permits or licenses in these jurisdictions within a reasonable time, and may affect the timetable and costs of development and operation of the Company’s mineral properties in these jurisdictions. In addition, the risk of unforeseen title claims by indigenous peoples could affect existing operations and development projects. These legal requirements may also affect the Company’s ability to expand or transfer existing operations or to develop new projects.

Civil disobedience in certain of the countries where the Company’s mineralmining propertiesoperations are located could adversely affect its business.

ActsOpposition to our mining operations, which could take the form of acts of civil disobediencedisobedience, are common in certain of the countries where the Company’s properties are located. In recent years, many mining companies have been the targets of actions to restrict their legally granted access to mining concessions or property. The evolving expectations related to human rights, indigenous rights, and environmental protections may result in opposition to our current and future operations, the development of new projects and mines, and exploration activities. Such opposition may take the form of legal or administrative proceedings or manifestationsother actions, such as physical protests, roadblocks or other forms of public expressionexpression, including social and other media campaigns, against our activities, any of which may have a negative impact on our local or global reputation and operations. Such acts of opposition and/or civil disobedience often occur with no warning and can result in significant direct and indirect costs and delays in operations. Opposition by community and activist groups to our operations may require modification of, or preclude the operation or development of, our projects and mines or may require us to enter into agreements with such groups or local governments, which may cause increased costs and significant delays to the advancement of our projects. There can be no assurance that the Company will not face disruptions to site access in the future.

In addition, SSRthe MiningCompany has operational and closed tailings impoundments in a variety of climatic and topographic settings. The failure of tailings dam and storage facilities, slopes or pit walls, heap leach pads, and other impoundments at our mining sites could cause severe, and in some cases catastrophic, property and environmental damage and loss of life. Geotechnical, heap leach or tailings storage facility failures could result in limited or restricted access to mine sites, suspension of operations, government investigations, increased monitoring costs, remediation costs and other impacts, which could result in a material adverse effect on our results of operations and financial position. Recognizing this risk, while SSRthe MiningCompany continues to review its existing practices, there can be no assurance that these events will not occur.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“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-generally accepted accounting principles (“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 II, Item 7. Management’s Discussion and Analysis herein. This item should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in this annual report.

SSR Mining is a precious metals mining company with fourfive producing assetsoperations 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.

On DecemberFebruary 6,28, 2024,2025 (“Acquisition Date”), the Company enteredacquired intoall an agreement to acquireof the issued and outstanding common shares of Cripple Creek &and Victor Gold MineMining Company ("“CC&V"”) in Colorado from Newmont Corporation for $100.0 million cashin paymentupfront consideration and up to $175.0 million in cash milestonein additional milestone-based payments payable in connection with the approval to amend the permit application to extend the life of mine and obtaining regulatory relief relating to flow related permitting requirements. See Note 3 of the Consolidated Financial Statements for additional details related to the CC&V acquisition.

* NM: Not meaningful (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.

(4)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average Londonclosing Bullion Market Association (“LBMA”)commodity prices for the period. The Company does not include by-products in the gold equivalent ounce calculations. Gold equivalent ounces sold may not re-calculate based on amounts presented in this table due to rounding.

ForRevenue the year ended December 31, 2024, revenue decreasedincreased by $431.3$634.0 million, or 30.2%,63.7%, to $995.6 million as compared to $1,426.9$1,629.6 million for the year ended December 31, 2023.2025, as compared to $995.6 million for the year ended December 31, 2024. The decreaseincrease was mainlyprimarily due to a 52.3% decrease in gold ounces sold, or $596.9 million, and a 2.8% decrease in silver ounces sold, or $6.4 million, partially offset by a 22.0%48.0% increase in average realized gold price, or $120.1$379.2 million, and a 27.8%45.7% increase in realized silver price, or $61.1$128.8 million, and an 18.8% increase in gold ounces sold, or $124.8 million. The decreaseincrease in gold ounces sold was primarily relatedattributable to the acquisition of CC&V, partially offset by fewer gold ounces sold at Marigold and Seabee and 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 decreasedincreased by $290.1$139.3 million, or 36.1%,27.1%, to $653.3 million for the year ended December 31, 2025, as compared to $514.0 million for the year ended December 31, 2024, as compared to $804.1 million for the year ended December 31, 2023.2024. The decreaseincrease was primarily due to 52.3%the fewer ouncesacquisition of goldCC&V soldand comparedhigher tocost 2023,of primarilysales relatedat Marigold, Seabee, and Puna, partially offset by a decrease in cost of sales at Çöpler due 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 (“DD&A”) expense decreased by $83.8$14.0 million, or 39.2%,10.8%, to $116.2 million for the year ended December 31, 2025 as compared to $130.2 million for the year ended December 31, 2024 as compared to $214.0 million for the year ended December 31, 2023,2024, primarily due to fewer gold equivalent ounces sold.sold at Seabee and the suspension of operations at Çöpler following the Çöpler Incident, partially offset by the acquisition of CC&V.

General and administrative expense for the year ended December 31, 20242025 was $62.9$107.8 million as compared to $67.5$62.9 million for the year ended December 31, 2023,2024, aan decreaseincrease of $4.6$44.9 million mainlyprimarily due to lowera $38.3 million increase in share based compensation expense attributable to higher share prices in 2025 and a $5.2 million increase in employee compensation expense.

Exploration and evaluation costs decreasedfor bythe $8.4year ended December 31, 2025 were $37.1 million as compared to $41.8 million for the year ended December 31, 2024 as compared to $50.2 million for the year ended December 31, 2023.2024. Exploration and evaluation costs were lowerdecreased due to reduced exploration drilling activity during 20242025 as compared to 2023.2024. ExplorationDuring 2025, exploration and evaluation costs were primarily related to the Sterling project at Marigold, explorationdrilling activities for the Cortaderas project at Puna, and surface exploration for the Porky Westmine area at Seabee and Amisk projectsCortaderas at Seabee.Puna.

Reclamation and remediation costs for the year ended December 31, 20242025 were $296.9$88.9 million as compared to $8.7$296.9 million for the year ended December 31, 2023.2024. ReclamationFor andthe remediationyear costsended increasedDecember by31, $288.2 million mainly due to2025, reclamation and remediation costs were primarily due to the Company revising its estimate related to the Çöpler heap leach pad during the second quarter of 2025. The revision in estimate reflects the Company's advancement of engineering designs for the construction of the permanent storage facility and closure studies for the heap leach pad, refer to Note 6 to the Consolidated Financial Statements for further details. For the year ended December 31, 2024, reclamation and remediation costs were primarily related to the Çöpler Incident.

Care and maintenance costs for the year ended December 31, 20242025 were $151.8 million as compared to $120.3 million.million for the year ended December 31, 2024. Care and maintenance expense incurred during 20242025 represents direct costs, excluding costs not associated with environmental reclamation and remediation costsremediation, of $61.6$90.7 million and depreciation of $47.1$60.0 million due to the ongoing suspension of operations at Çöpler in addition to direct costs, excluding costs associated with environmental reclamation and remediation, of $9.4$0.2 million and depreciation of $2.2$0.8 million during the approximate two week suspension of operations at Seabee during the thirdsecond quarter of 2024 due to forest fires in the vicinity of the mine.2025.

Other operating expenses (income), net for the year ended December 31, 20242025 were $37.2$13.1 million as compared to $1.3$37.2 million for the year ended December 31, 2023.2024. The expenseschange incurred in 2024is primarily relatedue to $31.8the receipt of $44.4 million of insurance proceeds associated with the Çöpler Incident during 2025 and $24.8 million lower contingencies and expenses incurred related to the Çöpler Incident andin $7.72025 as compared to 2024, partially offset by $22.2 million of othertransaction taxes,and offsetintegration bycosts related to CC&V incurred in 2025, a $3.2$20.5 million loss resulting from the change in fair value of contingent consideration during 2025, and a $6.0 million change in loss (gain) on the sale and disposal of assets primarily attributable to the divestiture of San Luis. The expenses incurred during 2023 were primarily related to the loss on the sale of assets of $0.8 million and transaction and integration costs of $0.4 million.assets.

Interest expense for the year ended December 31, 20242025 was $13.0$14.6 million as compared to $16.6$13.0 million for the year ended December 31, 2023.2024. The decreaseincrease was primarily due to lowerhigher outstanding related party debt balances outstanding during 2024 following the full repayment of the Term Loan in the third quarter 2023.2025.

Foreign exchange loss for the year ended December 31, 20242025 was $9.7$30.1 million compared to a loss of $105.7$9.7 million for the year ended December 31, 2023.2024. During the year ended December 31, 2024,2025, the decreasechange in foreign exchange loss was mainly due to the weakening of the ARS against the USD and its impact on ARS-denominated assets at Puna in 2023 compared to 2024. During the fourth quarter of 2023, the Argentine government implemented measures to address the current economic situation including increasing the ARS exchange rate by more than 50.0% following the presidential elections and permitting the conversion of a portion of export proceeds at the market rate. The ARS exchange rate devaluation of 50.0% resulted in a foreign exchange loss of approximately $64.4 million in the fourth quarter of December 31, 2023. Additionally, the Company utilized blue chip swaps to convert a portion of the ARS to USD and to manage currency risk.assets.

Income and mining tax expense for the year ended December 31, 20242025 was $33.3$80.2 million as compared to a benefit of $82.5$33.3 million for the year ended December 31, 2023.2024. The increase in income tax expense was primarily a result of a $151.3 million increase in the Company’s valuation allowance, primarily due to thehigher effectsoperating of the Çöpler Incident. The increaseincome in income tax expense compared to the prior period was2025, partially offset by thelower absenceadditions of a one-time deferred tax charge of $68.9 million in 2023, following an increase into the corporatevaluation tax rate in Türkiye.allowance.

(1)Operations at Çöpler were suspended on February 13, 2024 following the Çöpler Incident and have not restarted. As a result, operating data for the year ended December 31, 2025 are null.

Operations were suspended following the Çöpler Incident on February 13, 2024 and resulted in a decrease in gold production and gold sold of 87.2% and 86.5% respectively.2024. Care and maintenance expense of $108.7$150.8 million was recorded which represents direct costs, excluding costs not associated with the environmental reclamation and remediation costsremediation, and depreciation.

Gold production decreased 39.6%8.8% due to lower gradefewer ore tonnes stacked, partially offset by morehigher oregold tonnesgrade stacked. Revenue decreasedincreased by $129.2$131.5 millionmillion, or 24.0%,32.2%, of which $211.0$165.0 million was the result of fewer gold ounces sold partially offset by a $81.8 million increase due to higher average realized gold price in 2024. Cost of sales decreased by $44.8 million, or 15.5%, due to fewer gold ounces sold,2025, partially offset by higher$33.4 mining costsmillion as a result of more tonnes mined, as well as higher royalty expense due to higherfewer gold prices.ounces sold. Cost of sales remained consistent period over period. Cost of sales per ounce of gold sold and cash costs per ounce of gold sold increased 39.2%12.2% and 39.1%,12.1%, respectively, due to lowerhigher graderoyalty oreexpense stacked.resulting from higher average realized gold prices during 2025 and fewer ounces sold. AISC per ounce of gold sold increased 26.8%12.1% due to higher cash costs per ounce of gold sold, partially offset by lower sustaining capital expenditures compared to 2023, which reflected the purchase of four haul trucks.sold.

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

Silver production increaseddecreased 8.4%6.5% due to morelower mill feed grade, partially offset by higher ore tonnes milled. Silver sold decreased 2.8% due to the timing of concentrate sales attributable to transportation delays at the end of 2024, which resulted in a buildup of finished goods inventory. Revenue increased by $48.6$129.0 million, or 17.2%,39%, of which $61.8$128.8 million was a result of higher average realized silver and zinc prices, partially offset by $3.0 million as a result of lower average realized lead price and $10.0$0.6 million was due to lower volume of silver concentrate sold. Cost of salessales, decreased by $7.9 million, or 4.8%, due to a lower strip ratio and fewer silver ounces sold. Costcost of sales per ounce of silver sold and cash costs per ounce of silver sold remained consistent period over period. Cash costsAISC per ounce of silver sold decreased 7.9%8.5% due to the decrease in cost of sales per ounce of silver sold discussed above and lower treatment and refining charges. AISC per ounce of silver sold increased 1.2% due to higher sustaining capital and lease related expenditures and lower reclamation cost accretion and amortization.

The Company manages its liquidity risk through planning, budgeting and forecasting process,processes, which isare reviewed and updated on a regular basis, to help determine the funding requirements to support its currentongoing operations, expansion and development plans,activities, remediation and bycare managingand maintenance expenditures at Çöpler, contingent consideration payments, as well as to support its capital structure.structure strategy. In assessing capital structure, the Company considers shareholders’ equity, the 2019 Notes, and the Second Amended Credit Agreement. The Company may take various actions to maintain or adjust its capital structure, including issuing equity or debt, repaying outstanding indebtedness, divesting non-core assets, or repurchasing shares.

AtAs of December 31, 2024,2025, the Company had $387.9$534.8 million of cash and cash equivalents, aan decreaseincrease of $104.6$147.0 million from December 31, 2023.2024. Refer to the Cash Flows section below for additional detail of the Company’s cash flow activities. The Company held $349.0$486.2 million of its cash and cash equivalents balance in USD. Additionally, the Company held cash and cash equivalents of $26.9$38.6 million, $9.0$7.9 million and $2.4$2.1 million in ARS, CAD and TRY, respectively.

For further information,information on the Company's debt, see Note 2019 to the Consolidated Financial Statements.

During the yearyears ended December 31, 2023,2025 and 2024, the Company declared andno paid cash dividends of $0.28 per common share in the aggregate amount of $57.7 million.dividends.

During the year ended December 31, 2024, and prior to the Çöpler Incident, the Company purchased 1,117,100 of its outstanding common shares at an average share price of $8.79 per share for total consideration of $9.8 million.$9,824,828. No shares have been repurchased since the Çöpler Incident.

SSR Mining is a precious metals mining company with four operations located in the United States, Canada, and Argentina. The Company is primarily engaged in the operation, acquisition, exploration and development of precious metal resource properties located in the Americas. The Company produces gold doré as well as copper, silver, lead and zinc concentrates. The Company’s properties include the Marigold Mine (“Marigold”) in Nevada, USA, the Cripple Creek & Victor Gold Mine (“CC&V”) in Colorado, USA, the Seabee Gold Operation (“Seabee”) in Saskatchewan, Canada, and the Puna Operations (“Puna”) in Jujuy, Argentina. The Company also has development projects, including the Hod Maden project (“Hod Maden”) in Türkiye,projects that it seeks to advance, as market and project conditions permit.

Refer to the “Consolidated Results of Operations”, “Results of Operations”, “Liquidity and Capital Resources” and “Non-GAAP Financial Measures” for information for the threesix months ended MarchJune 31,30, 2026.

A summary of the Company's consolidated financial and operating results for the three and six months ended MarchJune 31,30, 2026 and 2025 are presented below (in thousands):

* NM: Not meaningful (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.

Revenue increased by $265.2$38.3 million, or 83.7%,9.5%, to $581.8 million, for the three months ended March 31, 2026 as compared to $316.6$443.8 million for the three months ended MarchJune 31,30, 2026 as compared to $405.5 million for the three months ended June 30, 2025. The increase was primarily due to a 62.5%28.9% increase in average realized gold price, or $153.9$71.3 million, a 182.7%110.7% increase in realized silver price, or $108.8$58.7 million, andpartially offset by an 8.0%18.5% increasedecrease in gold ounces sold, or $18.2$56.1 million, partially offset byand a 22.8%40.6% decrease in silver ounces sold, or $17.5$36.2 million. The increasedecrease in gold ounces sold was attributable to the inclusion of CC&V for the full quarter, partially offset by fewer gold ounces sold at MarigoldCC&V and Marigold, partially offset by higher gold ounces sold at Seabee. For a discussion of revenue by segment, refer to the Results of Operations below.

Cost of sales increased by $58.5$10.7 million, or 42.8%,6.6%, to $195.1$173.7 million for the three months ended MarchJune 31,30, 2026,2026 as compared to $136.6$162.9 million for the three months ended MarchJune 31,30, 2025. The increase was primarily due to the inclusion of CC&V for the full quarter and higher cost of sales at MarigoldSeabee and Puna, partially offset by lower cost of sales at Seabee.CC&V. For a discussion of cost of sales by segment, refer to the Results of Operations below.

Depreciation, depletion, and amortization wasincreased consistentby $4.8 million, or 18.5%, to $31.1 million for the three months ended MarchJune 31,30, 2026,2026 as compared to $26.2 million for the three months ended MarchJune 31,30, 2025.2025, primarily due to higher depletion expense as a result of a 51.7% increase in gold ounces sold at Seabee.

General and administrative expense for the three months ended MarchJune 31,30, 2026 was $38.5$27.6 million as compared to $23.9$26.6 million for the three months ended MarchJune 31,30, 2025. General and administrative expenses increased primarily due to ana $11.0$1.2 million increase in sharesoftware based compensation expense attributable to higher share prices in 2026, a $2.0 million increase in contractorslicensing and outsiderelated servicesservice expense, and $1.1 million increase in employee compensation expense.costs.

Exploration and evaluation costs for the three months ended MarchJune 31,30, 2026 were $5.3$9.0 million compared to $6.0$6.1 million for the three months ended MarchJune 31,30, 2025. Exploration and evaluation costs for the six months ended June 30, 2026 were lower$14.3 million compared to $12.0 million for the six months ended June 30, 2025. Exploration and evaluation costs increased primarily due to reducedan explorationincrease and evaluation activities at Seabee related to the Porky project, partially offset by increased exploration and evaluation camp costs andin drilling activities at the Melina and Cortaderas areas at Puna in 2026 as compared to 2025.

Reclamation and remediation costs for the three months ended MarchJune 31,30, 2026 were $6.5$7.1 million as compared to $3.7$6.3 million for the three months ended MarchJune 31,30, 2025. Reclamation and remediation costs increased by $2.8$0.8 million primarily due to higher reclamation accretionstudy expense at CC&V as a result of its inclusion for the full quarter in 2026 compared to 2025.V.

OtherCare operatingand expensemaintenance (income), netcosts for the three and six months ended MarchJune 31,30, 2026 were $5.8 millionnil as compared to $9.0$1.0 million for the three and six months ended MarchJune 31,30, 2025. The change is primarily due to $6.8 million higher transactionCare and integrationmaintenance costsexpense associatedincurred withduring the acquisition of CC&V in the firstsecond quarter of 2025,2025 partiallyrepresents offset by a $2.9$0.2 million increaseof indirect loss on salecosts and disposal$0.8 million of assets.depreciation incurred during the temporary suspension of operations at Seabee.

Other incomeoperating (expense)expense, net for the three months ended MarchJune 31,30, 2026 was $7.9$3.6 million as compared to $6.3$8.2 million for the three months ended MarchJune 31,30, 2025. The increasechange was primarily due to a $2.5$5.0 million increasedecrease in CC&V transaction and integration costs and a $1.2 million change in the fair value of marketablecontingent securities and a higher interest income of $0.2 million, partially offset by a decrease in the gain on marketable securities sales of $1.5 million.consideration.

Foreign exchange gain (loss) for the three months ended March 31, 2026 was a $2.9 million gain compared to a $(5.6) million loss for the three months ended MarchJune 31,30, 2026 was $18.3 million compared to $10.2 million for the three months ended June 30, 2025. Foreign exchange loss for the six months ended June 30, 2026 was $12.6 million compared to $14.8 million for the six months ended June 30, 2025. During the three and six months ended MarchJune 31,30, 2026, the foreign exchange gainloss was primarily due to the strengtheningweakening of the ARS against the USD and its impact on ARS-denominated assets.

Income and mining tax expense from continuing operations for the three months ended MarchJune 31,30, 2026 was $59.8$48.3 million as compared to $16.4an expense of $29.3 million for the three months ended MarchJune 31,30, 2025. The changeincrease in income tax expense was primarily due to higher withholding taxes on distributions and higher quarter-to-date operating income compared to 2025,2025. partiallyThe offsetCompany's by greater deferredeffective tax benefitsrate increased to 26.1% from 18.2% for excessthe percentagethree depletionmonths ended June 30, 2026 and foreign2025, derivedrespectively, deductionprimarily eligibledue income.to higher withholding taxes on distributions in 2026.

Net loss from discontinued operations for the three months ended MarchJune 31,30, 2026 was $365.3$44.6 million compared to a $34.7$51.6 million loss for the three months ended MarchJune 31,30, 2025. The increasedecrease in net loss from discontinued operations was primarily due to decreases in reclamation and remediation costs of $62.9 million and care and maintenance expense of $13.5 million, partially offset by a $42.7 million decrease in other operating income, a write-down of $338.2$0.8 million related to adjusting the Çöpler disposal group to fair value less costs to sell.sell, Referand toa Note$9.1 4million ofdecrease thein Condensedincome Consolidatedand Financialmining Statementstax for further details.benefit.

Gold production wasdecreased consistent13.5% periodprimarily overdue period.to lower gold grade stacked, partially offset by more ore tonnes stacked. Revenue increased by $70.5$8.6 million, or 60.1%,7.2%, primarilyof which an increase of $28.1 million was due to a higher average realized gold price.price, partially offset by a decrease of $19.6 million due to fewer gold ounces sold. Cost of sales increased by $12.9$2.5 million, or 22.0%,4.4%, primarily due to higher royaltysurface mining costs as a result of increased spending on parts and labor maintenance costs, and increased royalty expense resulting from higher realized gold price.prices during 2026. Cost of sales per ounce of gold sold and cash costs per ounce of gold sold increased 24.8%25.0% and 24.7%,24.8%, respectively, due to higher royalty expense resulting from higher average realizedfewer gold pricesounces duringsold 2026.as a result of lower gold grade stacked. AISC per ounce of gold sold increased by 34.0% primarily54.0% due to higher cash costs per gold ounce of gold sold and higher sustaining capital expenditures.expenditures related to the purchase of asset components and a haul truck in 2026.

(1)The operating data presented for 2025 represents the period from February 28, 2025 to MarchJune 31,30, 2025, the period for which the Company was entitled to the economic benefits of CC&V following the acquisition.

Gold production increaseddecreased 239.5%37.1% primarily due to athe full quartertiming of productionleach in 2026 compared to 2025.recoveries. Revenue increaseddecreased by $151.6$20.9 million, or 434.7%,13.9%, of which ana increasedecrease of $84.7$51.1 million was due to morefewer gold ounces soldsold, andpartially $66.8offset by an increase of $30.2 million was due to a higher average realized gold price. Cost of sales increaseddecreased by $36.8$5.5 million, or 204.7%,11.0%, is primarily due to afewer fullgold quarterounces of production in 2026 compared to 2025.sold. Cost of sales per ounce of gold sold and cash costs per ounce of gold sold decreasedincreased 10.0%39.9% and 12.7%,29.4%, respectively, primarily due to higher surface mining costs as a result of higher labor costs and increased spending on maintenance parts and supplies, and fewer gold gradeounces stacked.sold. AISC per ounce of gold sold decreasedincreased by 6.5% primarily49.0% due to lowerhigher cash costs per ounce of gold sold, partially offset byand higher sustaining capital expenditures.expenditures related to land purchases adjacent to the mine and site improvements in 2026.

Gold production decreasedincreased 75.8%52.9% primarily due to 66.7% lowerhigher mill feedthroughput gradein and2026 fewercompared oreto tonnes2025 milled.as a result of the temporary suspension of operations in 2025. Revenue decreasedincreased by $47.9$30.8 million, or 62.7%,89.1%, of which $58.3$17.9 million of the decrease was due to fewermore gold ounces sold,sold partiallyand offset by an increase of $10.4$12.9 million was due to higher average realized gold price. Cost of sales decreasedincreased by $1.9$8.5 million, or 8.1%,46.2%, due to fewerhigher gold ounces sold, partially offset by higher cost per ounce.sold. Cost of sales per ounce of gold sold and cash costs per ounce of gold sold increasedwere byconsistent 289.0%for the three months ended June 30, 2026 and 289.4%, respectively, primarily due to higher milling costs per tonne and lower mill feed grade.2025. AISC per ounce of gold sold increaseddecreased 340.5%12.9% due to higher cash costs per ounce of gold soldounces and sustaining capital expenditures.sold.

(1)Effective January 1, 2026, the Company calculates gold equivalent ounces using a fixed silver-to-gold ratio of 63:1. In prior periods, gold equivalent ounces were calculated by multiplying the silver ounces by the ratio of the silver price to the gold price, using the average closing commodity prices for the period. The Company does not include by-products in the gold equivalent ounce calculations. Gold equivalent ounces sold may not recalculate based on amounts presented in this table due to rounding.

Silver production decreased 30.6%41.7% primarily due to lower silver mill feed grade, partially offset by more ore tonnes milled.grade. Revenue increased by $91.0$19.9 million, or 103.1%,19.4%, of which $108.8$58.7 million was due to a higher average realized silver price,price $1.8and $1.7 million was due to higher average realized lead price, $0.6 million was due to higher volume of zinc concentrate sold, partially offset by $17.5$36.2 million due to fewer silver ounces sold and $2.8$4.5 million due to lower volume of lead concentrate sold. Cost of sales increased by $10.7$5.2 millionmillion, primarilyor 13.7%, due to morehigher materiallabor minedcosts andas milled.a result of inflationary increases in wage rates. Cost of sales per ounce of silver sold and cash costs per ounce of silver sold increased by 67.1%91.4% and 82.1%,123.4%, respectively, primarily due to afewer plannedsilver higherounces strip ratio and lower mill feed grade.sold. AISC per ounce of silver sold increased by 75.8%134.8% primarily due to higher cash costcosts per ounce of silver sold and higher sustaining capital expenditures.expenditures related to increased spend on asset components.

Operations remained suspended following the incident at Çöpler on February 13, 2024, as described in the Form 10-K. Accordingly, there were no sales for the three and six months ended MarchJune 31,30, 2026 and 2025. Care and maintenance expense recorded for the three months ended March 31, 2026 and 2025 of $36.6 million and $35.8 million, respectively, represents direct costs, excluding costs associated with environmental reclamation and remediation and depreciation.

The Company manages its liquidity through planning, budgeting and forecasting processes, which are reviewed and updated on a regular basis, to help determine the funding requirements to support its ongoing operations, expansion and development activities, remediation and care and maintenance expenditures at Çöpler, contingent consideration payments, as well as to support its capital structure strategy. In assessing capital structure, the Company considers shareholders’ equity and the Second Amended Credit Agreement. The Company may take various actions to maintain or adjust its capital structure, including issuing equity or debt, repaying outstanding indebtedness, divesting non-core assets, or repurchasing shares.

Borrowings under the Second Amended Credit Agreement are subject to the Company’s compliance with certain financial covenants, including interest coverage and net leverage ratios, as well as customary quarterly representations and warranties, which are assessed on a trailing twelve-month basis. As of MarchJune 31,30, 2026, the Company was in compliance with its covenants. The obligations under the Second Amended Credit Agreement are guaranteed by the Company’s material subsidiaries, including pledges of equity interests in such subsidiaries, and secured by certain assets of the Company. Such guarantees and pledges exclude the Çöpler disposal group.

As of MarchJune 31,30, 2026, the Company had $634.1$1,783.0 million of cash and cash equivalents,equivalents and had no outstanding borrowings under the Second Amended Credit Agreement. Each of the Company’s mines operate independently and do not rely on cash flows from, or operational synergies with, other operations. The Company believes that its cash and cash equivalents, available borrowing capacity under the Second Amended Credit Agreement and anticipated cash flows from operations will be sufficient to sustain the operational needs of the Company for the next twelve months.

At MarchJune 31,30, 2026, the Company had $634.1$1,783.0 million of cash and cash equivalents, an increase of $109.3$1,267.5 million from December 31, 2025. Refer to the Cash Flows section below for additional detail of the Company’s cash flow activities. The Company held $497.0$1,742.5 million of its cash and cash equivalents balance in USD. Additionally, the Company held cash and cash equivalents of $123.4 million, $13.2$33.3 million and $0.2$7.2 million in ARS, CADARS and TRY,CAD, respectively.

During the threefirst monthsquarter ended March 31,of 2026, holders of $229.8 million aggregate principal amount of the 2019 Notes elected to convert their holdings into approximately 13.1 million common shares, and the Company paid $2.6 million in cash for accrued interest and fractional shares. The Company also redeemed the remaining $0.2 million of principal in cash. As of March 31, 2026, no amounts remained outstanding and the Company has discharged itsThe obligations under the 2019 Notes.Notes are fully discharged. See Note 16 to the Condensed Consolidated Financial Statement for additional details related to debt.

The following table summarizes the Company'sCompany’s cash flow activity from continuing operations for threethe six months ended MarchJune 3130:

CashNet cash provided by operating activities from continuing operations

For the threesix months ended MarchJune 31,30, 2026, net cash provided by operating activities from continuing operations was $299.6$420.5 million compared to $116.7$269.9 million for the threesix months ended MarchJune 31,30, 2025. The change in net cash provided by operating activities from continuing operations is primarily due to an increase in revenues attributable to 62.5%44.4% higher average realized gold price and a 182.7%147.4% higher average realized silver price in 2026 as compared to 2025.

CashNet cash provided by (used in) financinginvesting activities from continuing operations