8-K - SSRM - Equibles

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR15(d)

OF THE SECURITIES EXCHANGEACT OF 1934

Date of Report (Date of earliest event reported):

January 13, 2022

SSR Mining Inc.

(Exact name of Registrantas Specified in Its Charter)

British Columbia

(State or Other Jurisdiction of Incorporation)

001-35455

(Commission File Number)

98-0211014

(I.R.S. Employer Identification No.)

7001

E. Belleview Ave., Suite 800, Denver, Colorado USA 80237

1055Dunsmuir Street, Suite 800, PO Box 49088, Vancouver, British Columbia Canada V7X 1G4

(Address of principal executive offices) (zip code)

(303) 292-1299

(604) 689-3846

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares without par value	SSRM	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01. OTHER EVENTS

On January 13, 2022, SSR Mining Inc., a British Columbia corporation, issued a news release announcing the sale of its Pitarrilla Project for total consideration of up to US$127 million. A copy of the news release is furnished as Exhibit 99.1 to this report.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	News Release, dated January 13, 2022, announcing the sale of its Pitarrilla Project for total consideration of up to US$127 million
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 Legal & Administrative Officer

Dated: January 13, 2022

Exhibit 99.1

News Release

January 13, 2022

SSrmining ANNOUNCES THE SALE OF ITS PITARRILLA PROJECTFOR TOTAL CONSIDERATION OF up to US$127 MILLION

DENVER - SSR Mining Inc. (NASDAQ/TSX: SSRM; ASX: SSR) (“SSR Mining” or the “Company”) announced today that it has entered into a definitive agreement to sell its Pitarrilla project in Durango, Mexico to Endeavour Silver Corp. (TSX: EDR; NYSE: EXK) (“Endeavour Silver”) for total consideration of up to US$127 million (the “Transaction”).

Total consideration consists of US$35 million in cash, US$35 million in Endeavour Silver shares (with the number of shares to be issued based on the 10-day volume weighted average trading price preceding the date of the share purchase agreement), and a 1.25% net smelter return royalty on the Pitarrilla property currently estimated by SSR Mining to be valued at up to US$57 million (based on the “NI 43-101 Technical Report on the Pitarrilla Project, Durango State, Mexico”, dated December 14, 2012 ^1^). In addition, Endeavour Silver has committed to incur a minimum of US$10 million in exploration expenditures on the Pitarrilla project over a five-year period following closing of the Transaction.

The cash and equity components of the consideration totaling US$70 million will be paid upon closing of the Transaction. On closing, SSR Mining will hold approximately 5% of the outstanding shares of Endeavour Silver, which will be subject to a hold period of four months and one day following the date of closing. Closing of the Transaction remains subject to TSX and NYSE regulatory approvals and the approval of the Mexican Federal Economic Competition Commission, as well as customary closing conditions for a transaction of this kind and is expected to occur in the first half of 2022.

The Transaction is expected to be accretive to SSR Mining on an NAV per share basis, based on street consensus estimates. In addition, the cash and equity components of the consideration received exceed the net book value of the Pitarrilla project. With this transaction, SSR Mining continues to deliver on its goal of portfolio rationalization, realizing value for shareholders by monetizing non-core assets. Together with the sale of our non-core royalty portfolio in the third quarter of 2021 and ongoing rationalization of non-core equity positions, SSR Mining has realized in excess of US$235 million in aggregate consideration over the past 7 months.

Pitarrilla is a silver, lead, and zinc project located in the State of Durango, Mexico. Endeavour Silver is a mid-tier precious metals mining company that operates two high-grade, underground, silver-gold mines in Mexico. Endeavour Silver is currently advancing the Terronera mine project towards a development decision, pending financing and final permits, and exploring its portfolio of exploration and development projects in Mexico, Chile and the United States.

^1^ The estimated value of the net smelterreturn royalty is based on the present value of net smelter returns of the Pitarrilla property from the “NI 43-101 Technical Reporton the Pitarrilla Project, Durango State, Mexico”, dated December 14, 2012, which is available on Company’swebsite at www.ssrmining.com, discounted at a rate of 5%. The estimated value assumes a silver price of US$25/oz, a lead priceof US$0.90/lb, and a zinc price of US$0.95/lb. The assumptions underlying the estimated value of the Pitarrilla project net smelter returnroyalty, including those supporting the Technical Report on the Pitarrilla Project and future metal prices, represent estimates and actualroyalties received by SSR Mining in connection with the Transaction may differ from projected amounts.

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Qualified Person

The scientific and technical data contained in this news release relating to the Pitarrilla project has been reviewed and approved by Karthik Rathnam, MAusIMM (CP), and a qualified person under National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43- 101”). Mr. Rathnam is SSR Mining’s Resource Manager, Corporate.

Advisors and Counsel

RBC Capital Markets acted as exclusive financial advisor to SSR Mining while Stikeman Elliott LLP acted as legal counsel.

About SSR Mining

SSR Mining Inc. is a leading, free cash flow focused intermediate gold company with four producing assets located in the USA, Turkey, Canada, and Argentina, combined with a global pipeline of high-quality development and exploration assets in the USA, Turkey, Mexico, Peru, and Canada. In 2020, the four operating assets produced approximately 711,000 gold-equivalent ounces. SSR Mining is listed under the ticker symbol SSRM on the NASDAQ and the TSX, and SSR on the ASX.

SSR Mining Contacts

F. Edward Farid, Executive Vice President, Chief Corporate Development Officer

Alex Hunchak, Director, Corporate Development and Investor Relations

SSR Mining Inc.

E-Mail: invest@ssrmining.com

Phone: +1 (416) 306-5789

To receive SSR Mining's news releasesby e-mail, please register using the SSR Mining website at www.ssrmining.com.

SOURCE: SSR Mining Inc.

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CautionaryNote Regarding Forward-Looking Information

Except forstatements of historical fact relating to the Company, certain statements contained in this press release constitute forward-looking information,future oriented financial information, or financial outlooks (collectively “forward-looking information”) within the meaningof applicable securities laws. Forward-looking information may be contained in this document and the Company’s other public filings.Forward-looking information relates to statements concerning the Company’s outlook and anticipated events or results and, in somecases, 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 historicalfacts.

Forward-lookinginformation in this press release is based on certain key expectations and assumptions made by the Company. Although the Company believesthat the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not beplaced on the forward-looking information because the Company can give no assurance that they will prove to be correct. Forward-lookinginformation is subject to various risks and uncertainties which could cause actual results and experience to differ materially from theanticipated results or expectations expressed in this press release. The key risks and uncertainties include, but are not limited to:local and global political and economic conditions; governmental and regulatory requirements and actions by governmental authorities,including changes in government policy, government ownership requirements, changes in environmental, tax and other laws or regulationsand the interpretation thereof; developments with respect to COVID-19 pandemic, including the duration, severity and scope of the pandemicand potential impacts on mining operations; and other risk factors detailed from time to time in the Company’s reports filed withthe Securities and Exchange Commission on EDGAR and the Canadian securities regulatory authorities on SEDAR.

Forward-lookinginformation in this press release include statements concerning, among other things: the estimated value of the Pitarrillaproject net smelter return royalty, forecasts; outlook; closing of the Transaction; timing of production;production, cost, operating and capital expenditure guidance; the Company’s intention to return excess attributable free cash flowto shareholders; the timing and implementation of the Company’s dividend policy; the implementation of any share buyback programand the amount thereof; statements regarding plans or expectations for the declaration of future dividends and the amount thereof; futurecash costs and all in sustaining costs (“AISC”) per ounce of gold, silver and other metals sold; the prices of gold, silverand other metals; Mineral Resources, Mineral Reserves, realization of Mineral Reserves, and the existence or realization of Mineral Resourceestimates; the Company’s ability to discover new areas of mineralization; the timing and extent of capital investment at the Company’soperations; the timing and extent of capitalized stripping at the Company’s operations; the timing of production and productionlevels and the results of the Company’s exploration and development programs; current financial resources being sufficient to carryout plans, commitments and business requirements for the next twelve months; movements in commodity prices not impacting the value ofany financial instruments; estimated production rates for gold, silver and other metals produced by the Company; the estimated cost ofsustaining capital; availability of sufficient financing; receipt of regulatory approvals; the timing of studies, announcements, and analysis;the timing of construction and development of proposed mines and process facilities; ongoing or future development plans and capital replacement;estimates of expected or anticipated economic returns from the Company’s mining projects, including future sales of metals, concentrateor other products produced by the Company and the timing thereof; the Company’s plans and expectations for its properties and operations;and all other timing, exploration, development, operational, financial, budgetary, economic, legal, social, environmental, regulatory,and political matters that may influence or be influenced by future events or conditions.

Such forward-lookinginformation is based on a number of material factors and assumptions, including, but not limited in any manner to, those disclosed inany other of the Company’s filings on EDGAR and SEDAR, and include: the inherent speculative nature of exploration results; theability to explore; communications with local stakeholders; maintaining community and governmental relations; status of negotiations andpotential transactions, including joint ventures; weather conditions at the Company’s operations; commodity prices; the ultimatedetermination of and realization of Mineral Reserves; existence or realization of Mineral Resources; the development approach; availabilityand receipt of required approvals, titles, licenses and permits; sufficient working capital to develop and operate the mines and implementdevelopment plans; access to adequate services and supplies; foreign currency exchange rates; interest rates; access to capital marketsand associated cost of funds; availability of a qualified work force; ability to negotiate, finalize, and execute relevant agreements;lack of social opposition to the Company’s mines or facilities; lack of legal challenges with respect to the Company’s properties;the timing and amount of future production; the ability to meet production, cost, and capital expenditure targets; timing and abilityto produce studies and analyses; capital and operating expenditures; economic conditions; availability of sufficient financing; the ultimateability to mine, process, and sell mineral products on economically favorable terms; and any and all other timing, exploration, development,operational, financial, budgetary, economic, legal, social, geopolitical, regulatory and political factors that may influence future eventsor conditions. While the Company considers these factors and assumptions to be reasonable based on information currently available tothe Company, they may prove to be incorrect.

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The above listis not exhaustive of the factors that may affect any of the Company’s forward-looking information. You should not place undue relianceon forward-looking information. Forward-looking information is only a prediction based on the Company’s current expectations andthe Company’s projections about future events. Actual results may vary from such forward-looking information for a variety of reasonsincluding, but not limited to, risks and uncertainties disclosed in the Company’s filings on the Company’s website at www.ssrmining.com,on SEDAR at www.sedar.com, on EDGAR at www.sec.gov and on the ASX at www.asx.com.au and other unforeseen events or circumstances. Otherthan as required by law, the Company does not intend, and undertake no obligation to update any forward-looking information to reflect,among other things, new information or future events.

All referencesto “$” in this press release are to U.S. dollars unless otherwise stated.

This pressrelease includes terms that comply with reporting standards in Canada under NI 43-101, which is a rule developed by the Canadian SecuritiesAdministrators that establishes standards for public disclosures an issuer makes of scientific and technical information concerning mineralprojects. The estimated value of the net smelter return royalty included in this press release is based on the present valueof net smelter returns of the Pitarrilla property included in the NI 43-101 Technical Reporton the Pitarrilla Project, Durango State, Mexico, dated December 14, 2012 (the “Pitarrilla Report”), which is available onCompany’s website at www.ssrmining.com. The Pitarrilla Report and the estimate included inthis press release are made in accordance with NI 43-101. The standards in NI 43-101 differ significantly from the requirements of theSEC Accordingly, estimates set forth in this press release may not be comparable with information made in accordance with U.S. standards.

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