# financial statements, including the notes thereto (the "Unaudited Pro Forma Financial Statements") have been prepared based

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Original source: https://www.sec.gov/Archives/edgar/data/921638/000094787126000674/ss6513309_ex9901.htm
EGM generated: 2026-09-30
Company: SSR Mining Inc. (SSRM)

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## Extracted Document Text

# ss6513309 ex9901

Source: https://www.sec.gov/Archives/edgar/data/921638/000094787126000674/ss6513309_ex9901.htm
Fetched: 2026-09-30T00:31:24.538+00:00
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## Content

EX-99.1 CHARTER
2
ss6513309_ex9901.htm
SSR Mining Inc.
Unaudited Pro Forma Condensed Consolidated Financial Statements
On June 24, 2026 (the “Closing Date”),
SSR Mining Inc., a British Columbia corporation (“SSR Mining” or the “Company”), through its wholly owned subsidiary
Alacer Gold Corp. S.à r.l. a limited liability company ( société à responsabilité limitée )
organized under the laws of the Grand Duchy of Luxembourg (“Alacer Gold”), completed its previously announced divestiture
of its 80% ownership interest in the Çöpler mine and related properties in Türkiye (collectively, “Çöpler”)
to Cengiz Holding A.Ş. (“Cengiz Holding”) pursuant to a share purchase agreement, dated as of March 24, 2026 (the “Share
Purchase Agreement”), entered into by the Company, Alacer Gold and Cengiz Holding, pursuant to which Cengiz Holding agreed to acquire
or have an affiliate acquire all of the issued and outstanding shares of Alacer Gold Madencilik A.Ş., a wholly owned subsidiary of
the Company through which the Company holds its interest in Çöpler and related properties, for a purchase price of $1.5 billion
(subject to adjustments for certain cash, indebtedness and net working capital balances as well as for certain other amounts owed to third
parties at the time of the closing) (the “Transaction”).
In connection with the closing of the
Transaction, the Company and Alacer Gold entered into an Assignment and Assumption Agreement dated as of June 24 ,
2026 (the “Assignment Agreement”) with Cengiz Holding and İkonik Maden A.Ş., a joint stock corporation ( anonim
şirket ) organized under the laws of the Republic of Türkiye (the “Assignee”), pursuant to which Cengiz Holding
assigned certain of its rights and obligations under the Share Purchase Agreement to the Assignee.
The unaudited pro forma condensed consolidated
financial statements, including the notes thereto (the "Unaudited Pro Forma Financial Statements") have been prepared based
on the historical consolidated financial statements of SSR Mining and are intended to give effect to the Transaction as of the dates and
for the periods presented.
The unaudited pro forma condensed consolidated
balance sheet is as of March 31, 2026 after giving effect to the Transaction as if it had occurred on March 31, 2026. The unaudited pro
forma condensed consolidated statement of operations is for the years ended December 31, 2025, 2024 and 2023, after giving effect to the
Transaction as if it had occurred on January 1, 2023, reflecting the removal of the financial results of Çöpler for all periods
presented. Following the date of the Share Purchase Agreement, SSR Mining began reporting the results of Çöpler as discontinued
operations in the first quarter of 2026 and the assets and liabilities of Çöpler were reported as held for sale as of March
31, 2026 under generally accepted accounting principles (“GAAP”) in the United States. Accordingly, no unaudited pro forma
condensed income statement for the three months ended March 31, 2026 is included herein. The Unaudited Pro Forma Financial Statements
should be read in conjunction with the historical consolidated financial statements and notes thereto of the Company contained in its
Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2026 and Annual Report on Form 10-K for the year ended December
31, 2025.
The Unaudited Pro Forma Financial Statements
have been prepared based upon the best available information and management estimates and are subject to assumptions and adjustments described
below and in the accompanying notes to the Unaudited Pro Forma Financial Statements. They are not intended to be a complete presentation
of the Company’s financial position or results of operations had the Transaction occurred as of and for the periods indicated. In
addition, the Unaudited Pro Forma Financial Statements are not necessarily indicative of the Company’s future results of operations
or financial condition had the Transaction been completed on the dates assumed. The actual financial position and results of operations
may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The pro forma adjustments are based
on currently available information and assumptions management believes are, under the circumstances and given the information available
at this time, reasonable.
The Unaudited Pro Forma Financial Statements
are provided for illustrative purposes only as required by Form 8-K and have been prepared in accordance with Article 11 of Regulation
S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,”
using the assumptions set forth in the notes to the Unaudited Pro Forma Financial Statements. The information has been adjusted to include
estimated Transaction accounting adjustments, which reflect the application of the accounting required by U.S. GAAP.
SSR Mining Inc.
Unaudited Pro Forma Condensed Consolidated
Statement of Operations
Year Ended December 31, 2025
( In thousands, except per share)
As Reported
Çöpler Discontinued Operations (a)
Other Transaction Adjustments
Pro Forma SSR Mining Continuing Operations
Revenue
$	1,629,637	
$	—	
$	—	
$	1,629,637	
Operating costs and expenses:
Cost of sales (1)
	653,303	
	—	
	—	
	653,303	
Depreciation, depletion, and amortization
	116,178	
	—	
	—	
	116,178	
General and administrative expense
	107,823	
	—	
	—	
	107,823	
Exploration and evaluation
	37,131	
	(4,005)
	—	
	33,126	
Reclamation and remediation costs
	88,924	
	(65,940)
	—	
	22,984	
Care and maintenance
	151,769	
	(150,757)
	—	
	1,012	
Other operating expense (income), net
	13,067	
	33,326	
	—	
	46,393	
Operating income (loss)
	461,442	
	187,376	
	—	
	648,818	
Other income (expense):
Interest expense
	(14,575)
	6,521	
	—	
	(8,054)
Other income (expense)
	26,346	
	628	
	(3,064)	
e
	23,910	
Foreign exchange gain (loss)
	(30,065)
	(193)
	—	
	(30,258)
Total other income
	(18,294)
	6,956	
	(3,064)	
	(14,402)
Income (loss) before income and mining taxes
	443,148	
	194,332	
	(3,064)	
	634,416	
Income and mining tax benefit (expense)
	(80,245)
	(19,231)
	766	
b
	(98,710)
Equity income (loss) of affiliates
	(486)
	486	
	—	
	—	
Net income (loss)
	362,417	
	175,587	
	(2,298)	
	535,706	
Net loss (income) attributable to non-controlling interest
	33,337	
	(39,577)
	—	
	(6,240)
Net income (loss) attributable to SSR Mining shareholders
$	395,754	
$	136,010	
$	(2,298)	
$	529,466	
Weighted-average common shares
Basic
	202,745	
c
	202,745	
Diluted
	217,026	
c
	217,026	
Net income (loss) per share attributable to SSR Mining shareholders
Basic
$	1.95	
c
$	2.61	
Diluted
$	1.85	
c
$	2.46	
(1) Excludes depreciation, depletion, and
amortization.
SSR Mining Inc.
Unaudited Pro Forma Condensed Consolidated
Statement of Operations
Year Ended December 31, 2024
( In thousands, except per share)
As Reported
Çöpler Discontinued Operations (a)
Pro Forma SSR Mining Continuing Operations
Revenue
$	995,618	
$	(64,298)
$	931,320	
Operating costs and expenses:
Cost of sales (1)
	514,032	
	(36,215)
	477,817	
Depreciation, depletion, and amortization
	130,192	
	(13,130)
	117,062	
General and administrative expense
	62,885	
	—	
	62,885	
Exploration and evaluation
	41,804	
	(2,790)
	39,014	
Reclamation and remediation costs
	296,871	
	(274,877)
	21,994	
Impairment charges of long-lived and other assets
	114,599	
	(114,230)
	369	
Care and maintenance
	120,280	
	(108,675)
	11,605	
Other operating expense (income), net
	37,240	
	(36,951)
	289	
Operating income (loss)
	(322,285)
	522,570	
	200,285	
Other income (expense):
Interest expense
	(13,028)
	6,709	
	(6,319)
Other income (expense)
	26,270	
	(183)
	26,087	
Foreign exchange gain (loss)
	(9,691)
	(169)
	(9,860)
Total other income (expense)
	3,551	
	6,357	
	9,908	
Income (loss) before income and mining taxes
	(318,734)
	528,927	
	210,193	
Income and mining tax benefit (expense)
	(33,302)
	(4,952)
	(38,254)
Equity income (loss) of affiliates
	(546)
	546	
	—	
Net income (loss)
	(352,582)
	524,521	
	171,939	
Net loss (income) attributable to non-controlling interest
	91,305	
	(104,493)
	(13,188)
Net income (loss) attributable to SSR Mining shareholders
$	(261,277)
$	420,028	
$	158,751	
Weighted-average common shares
Basic
	202,258	
c
	202,258	
Diluted
	202,258	
c
	215,519	
Net income (loss) per share attributable to SSR Mining shareholders
Basic
$	(1.29)
c
$	0.78	
Diluted
$	(1.29)
c
$	0.76	
(1) Excludes depreciation, depletion, and
amortization.
SSR Mining Inc.
Unaudited Pro Forma Condensed Consolidated
Statement of Operations
Year Ended December 31, 2023
( In thousands, except per share)
As Reported
Çöpler Discontinued Operations (a)
Pro Forma SSR Mining Continuing Operations
Revenue
$	1,426,927	
$	(442,417)
$	984,510	
Operating costs and expenses:
Cost of sales (1)
	804,147	
	(268,628)
	535,519	
Depreciation, depletion, and amortization
	214,012	
	(93,808)
	120,204	
General and administrative expense
	67,457	
	(5,489)
	61,968	
Exploration and evaluation
	50,185	
	(8,749)
	41,436	
Reclamation and remediation costs
	8,698	
	(1,709)
	6,989	
Impairment charges of long-lived and other assets
	361,612	
	(353,322)
	8,290	
Impairment charges of goodwill
	49,786	
	—	
	49,786	
Other operating expense (income), net
	1,274	
	(512)
	762	
Operating income (loss)
	(130,244)
	289,800	
	159,556	
Other income (expense):
Interest expense
	(16,616)
	9,048	
	(7,568)
Other income (expense)
	50,151	
	(2,247)
	47,904	
Foreign exchange gain (loss)
	(105,699)
	10,404	
	(95,295)
Total other income (expense)
	(72,164)
	17,205	
	(54,959)
Income (loss) before income and mining taxes
	(202,408)
	307,005	
	104,597	
Income and mining tax benefit (expense)
	82,534	
	(88,511)
	(5,977)
Equity income (loss) of affiliates
	(351)
	351	
	—	
Net income (loss)
	(120,225)
	218,845	
	98,620	
Net loss (income) attributable to non-controlling interest
	22,218	
	(45,265)
	(23,047)
Net income (loss) attributable to SSR Mining shareholders
$	(98,007)
$	173,580	
$	75,573	
Weighted-average common shares
Basic
	204,714	
c
	204,714	
Diluted
	204,714	
c
	204,717	
Net income (loss) per share attributable to SSR Mining shareholders
Ba

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