SSR Mining Inc. Files 8-K: Material Definitive Agreement

TL;DR

SSR Mining signed a big deal, details TBD.

AI Summary

On December 6, 2024, SSR Mining Inc. entered into a material definitive agreement. The filing does not provide specific details on the agreement's nature or any associated dollar amounts. This is a current report filed under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant new agreement for SSR Mining Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty regarding its potential impact.

Key Players & Entities

• SSR Mining Inc. (company) — Registrant
• December 6, 2024 (date) — Date of earliest event reported
• 0000947871-24-001004 (filing_id) — Accession Number
• 6900 E. Layton Ave., Suite 1300, Denver, Colorado USA 80237 (address) — Principal executive offices

FAQ

Key Financial Figures

• $275 m — provides for a purchase price of up to $275 million, consisting of (i) a $100 million
• $100 million — up to $275 million, consisting of (i) a $100 million cash payment to be paid on the date of
• $175 million — d on the date of closing and (ii) up to $175 million in additional milestone-based payments
• $87.5 million — espect to the milestone-based payments, $87.5 million is payable upon final approval of Amend
• $500 m — aggregate closure costs at CC&V exceed $500 million, Holdings will be responsible for

Filing Documents

• ss4218869_8k.htm (8-K) — 41KB
• ss4218869_ex1001.htm (EX-10.01) — 644KB
• ss4218869_ex9901.htm (EX-99.1) — 89KB
• image_001.jpg (GRAPHIC) — 5KB
• image_002.jpg (GRAPHIC) — 66KB
• image_003.jpg (GRAPHIC) — 54KB
• image_004.jpg (GRAPHIC) — 26KB
• 0000947871-24-001004.txt ( ) — 1306KB
• ssrm-20241206.xsd (EX-101.SCH) — 3KB
• ssrm-20241206_lab.xml (EX-101.LAB) — 33KB
• ssrm-20241206_pre.xml (EX-101.PRE) — 22KB
• ss4218869_8k_htm.xml (XML) — 4KB

01. Entry Into a Material

ITEM 1.01. Entry Into a Material Definitive Agreement. On December 6, 2024, SSR Mining, Inc., a British Columbia corporation (the "Company") entered into a Share Purchase Agreement (the "Purchase Agreement") by and among the Company, as guarantor, SSR US Holdings Inc., its wholly owned subsidiary and a Nevada corporation ("Holdings"), and Newmont Corporation, a Delaware corporation (the "Seller"). The Purchase Agreement provides, among other things, that, subject to the terms and conditions set forth therein, Holdings will purchase from the Seller all of the issued and outstanding shares of capital stock of Newmont CC&V Mining Corporation, the ultimate owner of the Cripple Creek & Victor Gold Mine ("CC&V") and a Delaware corporation (the "Transaction") . The obligations of Holdings are guaranteed by the Company pursuant to the terms of the Purchase Agreement. The Purchase Agreement provides for a purchase price of up to $275 million, consisting of (i) a $100 million cash payment to be paid on the date of closing and (ii) up to $175 million in additional milestone-based payments in cash, all subject to certain customary pre- and post-closing adjustments. With respect to the milestone-based payments, $87.5 million is payable upon final approval of Amendment 14 (as defined in the Purchase Agreement) with respect to the application to amend the CC&V Cresson permit and up to an additional $87.5 million is payable upon obtaining regulatory relief relating to flow-related permitting requirements for the Carlton Tunnel (as defined in the Purchase Agreement). Additionally, upon completion of an updated regulator-approved closure plan and in the event aggregate closure costs at CC&V exceed $500 million, Holdings will be responsible for funding 10% of the incremental closure costs while the Seller 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 Purchase Agreement contains c

01

ITEM 7.01. Regulation FD Disclosure. On December 6. 2024, the Company issued a news release announcing the Transaction, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. T he information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Information and Statements Except for statements of historical fact relating to us, certain statements contained in this report constitute forward-looking information, future oriented financial information, or financial outlooks (collectively "forward-looking information") within the meaning of applicable securities laws. Forward-looking information may be contained in this document and our other public filings. Forward-looking information relates to statements concerning our outlook and anticipated events or results and, in some cases, can be identified by terminology such as "may", "will", "could", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "projects", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Forward-looking information and statements in this report are based on certain key expectations and assumptions made by us. Although we believe that the expectations and assumptions on which such forward-looking information and statements are based are reasonable, undue reliance should not be placed on the forward-looking informatio

01. Financial Statements and Exhibits

ITEM 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibit 10.1* Share Purchase Agreement, dated as of December 6, 2024, by and among SSR Mining Inc.SSR US Holdings Inc. and Newmont Corporation. 99.1 News Release, dated as of December 6, 2024, announcing the acquisition of the Cripple Creek & Victor Gold Mine from Newmont Corporation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Information in this exhibit identified by [***] is confidential and has been excluded because it (i) is not material and (ii) is the type of information that the registrant treats as private or confidential. Additionally, pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments have been omitted from this exhibit and such information will be furnished by the registrant on a supplemental basis to the Securities and Exchange Commission upon request. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SSR Mining Inc. By: /s/ Michael J. Sparks Name: Michael. J. Sparks Title: Executive Vice President and Chief Financial Officer Dated: December 12, 2024

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View this 8-K filing on SEC EDGAR