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0000921638
A1
0000921638
2026-06-24
2026-06-24
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 24, 2026
SSR Mining Inc.
(Exact name of Registrant as 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.)
6900
E. Layton Ave., Suite 1300, Denver, Colorado USA 80237
(Address of principal executive offices) (zip
code)
(303) 292-1299
(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 2.01 Completion of Acquisition or Disposition
of Assets
On June 24, 2026, SSR Mining Inc. (the “Company”)
completed the previously announced sale of its ownership stake in the Çöpler mine and related properties in Türkiye to
Cengiz Holding A.Ş. and affiliates for a purchase price of approximately $1.49 billion in cash, after giving effect to various working
capital adjustments (the “Transaction”). The Transaction was consummated pursuant to the terms and conditions of the Share
Purchase Agreement, dated as of March 24, 2026, between SSR Mining and the Cengiz Holding A.Ş.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro forma financial information
The following unaudited pro forma financial information
of the Company is filed as Exhibit 99.1 to this Current Report 8-K and is incorporated herein by reference:
| • | Unaudited Pro Forma Condensed Consolidated Statement of Operations for the years ended December 31, 2025,
2024 and 2023. |
| • | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2026. |
| • | Notes to the Unaudited Pro Forma Consolidated Financial Statements. |
(d) Exhibits
| Exhibit Number |
|
Description of Exhibit |
| 99.1 |
|
Unaudited Pro Forma Condensed Consolidated Financial Statements |
| 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/ Eric Gunning |
| |
|
Name: |
|
Eric Gunning |
| |
|
Title: |
|
Senior Vice President,
General Counsel and Corporate Secretary |
Dated: June 30, 2026
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 |
|
|
|
|
|
|
|
| Basic |
$ (0.48) |
|
|
|
c |
|
$ 0.37 |
| Diluted |
$ (0.48) |
|
|
|
c |
|
$ 0.37 |
(1) Excludes depreciation, depletion, and
amortization.
SSR Mining Inc.
Unaudited Pro Forma Condensed Consolidated
Balance Sheet
As of March 31, 2026
(In thousands, except share and per share)
| |
As Reported |
|
Çöpler Discontinued Operations (a) |
|
Other Transaction Adjustments |
|
|
Pro Forma SSR Mining Continuing Operations |
| ASSETS |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
$ 634,086 |
|
$ — |
|
$ 1,494,279 |
d |
|
$ 2,128,365 |
| Marketable securities |
40,270 |
|
— |
|
— |
|
|
40,270 |
| Trade and other receivables |
138,633 |
|
— |
|
— |
|
|
138,633 |
| Inventories |
522,949 |
|
— |
|
— |
|
|
522,949 |
| Prepaids and other current assets |
49,137 |
|
— |
|
— |
|
|
49,137 |
| Prepaids, related party |
23,856 |
|
— |
|
— |
|
|
23,856 |
| Assets held for sale |
2,259,953 |
|
(2,259,953) |
|
— |
|
|
— |
| Total current assets |
$ 3,668,884 |
|
$ (2,259,953) |
|
$ 1,494,279 |
|
|
$ 2,903,210 |
| |
|
|
|
|
|
|
|
|
| Mineral properties, plant and equipment, net |
1,885,346 |
|
— |
|
— |
|
|
1,885,346 |
| Inventories |
327,075 |
|
— |
|
— |
|
|
327,075 |
| Deferred income tax assets |
4,567 |
|
— |
|
— |
|
|
4,567 |
| Other non-current assets |
60,862 |
|
— |
|
— |
|
|
60,862 |
| Total assets |
5,946,734 |
|
(2,259,953) |
|
1,494,279 |
|
|
5,181,060 |
| |
|
|
|
|
|
|
|
|
| LIABILITIES |
|
|
|
|
|
|
|
|
| Accounts payable |
$ 36,604 |
|
$ — |
|
$ — |
|
|
$ 36,604 |
| Accrued liabilities and other |
228,370 |
|
— |
|
3,064 |
e |
|
231,434 |
| Reclamation and remediation liabilities |
7,895 |
|
— |
|
— |
|
|
7,895 |
| Finance lease liabilities |
91 |
|
— |
|
— |
|
|
91 |
| Liabilities held for sale |
415,713 |
|
(415,713) |
|
— |
|
|
— |
| Total current liabilities |
688,673 |
|
(415,713) |
|
3,064 |
|
|
276,024 |
| |
|
|
|
|
|
|
|
|
| Debt, related party |
66,119 |
|
— |
|
— |
|
|
66,119 |
| Reclamation and remediation liabilities |
396,826 |
|
— |
|
— |
|
|
396,826 |
| Deferred income tax liabilities |
206,995 |
|
— |
|
— |
|
|
206,995 |
| Contingent consideration liabilities |
107,249 |
|
— |
|
— |
|
|
107,249 |
| Other non-current liabilities |
52,109 |
|
— |
|
— |
|
|
52,109 |
| Total liabilities |
1,517,971 |
|
(415,713) |
|
3,064 |
|
|
1,105,322 |
|
|
|
|
|
|
|
|
|
| EQUITY |
|
|
|
|
|
|
|
|
| Common shares – unlimited authorized common shares with no par value; 216,512 shares issued and outstanding as of March 31, 2026 |
3,228,315 |
|
— |
|
— |
|
|
3,228,315 |
| Retained earnings |
402,669 |
|
(1,491,437) |
|
1,491,215 |
d |
|
402,447 |
| SSR Mining’s shareholders’ equity |
3,630,984 |
|
(1,491,437) |
|
1,491,215 |
|
|
3,630,762 |
| Non-controlling interest |
797,779 |
|
(352,803) |
|
— |
|
|
444,976 |
| Total equity |
4,428,763 |
|
(1,844,240) |
|
1,491,215 |
|
|
4,075,738 |
| Total liabilities and equity |
$ 5,946,734 |
|
$ (2,259,953) |
|
$ 1,494,279 |
|
|
$ 5,181,060 |
Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements
(In thousands, except share and per share)
The following items resulted in transaction
adjustments in the Unaudited Pro Forma Financial Statements:
- Reflects the removal of operations, assets, liabilities,
and non-controlling interests associated with the Transaction that were previously presented in the Company’s historical consolidated
financial statements.
- Reflects the impact of the transaction adjustments
at the applicable statutory income tax rate of 25.0%.
- Represents the pro forma condensed consolidated basic
and diluted earnings per share for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands, except per share data):
| |
For the year ended December 31, |
| |
2025 |
|
2024 |
|
2023 |
| Pro forma net income (loss) attributable to SSR Mining shareholders from continuing operations |
$ 529,466 |
|
$ 158,751 |
|
$ 75,573 |
| Interest saving on 2019 Notes, net of tax |
4,977 |
|
4,968 |
|
— |
| Pro forma net income (loss) used in the calculation of diluted net income per share from continuing operations |
$ 534,443 |
|
$ 163,719 |
|
$ 75,573 |
| |
|
|
|
|
|
| Pro forma basic weighted average SSR Mining shares outstanding |
202,745 |
|
202,258 |
|
204,714 |
| Restricted share units |
1,300 |
|
340 |
|
3 |
| 2019 Notes |
12,981 |
|
12,921 |
|
— |
| Pro forma diluted weighted average SSR Mining shares outstanding |
217,026 |
|
215,519 |
|
204,717 |
| |
|
|
|
|
|
| Pro forma basic earnings (loss) per share from continuing operations |
$ 2.61 |
|
$ 0.78 |
|
$ 0.37 |
| Pro forma diluted earnings (loss) per share from continuing operations |
$ 2.46 |
|
$ 0.76 |
|
$ 0.37 |
- Reflects the estimated loss on the Transaction had
the Transaction closed as of March 31, 2026. The actual loss on the Transaction will be based on the balance sheet information as of the
Closing Date and may differ materially. Further, the purchase price is subject to adjustment based on net working capital balances as
of the Closing Date.
| Cash proceeds from sale |
$ |
1,500,000 |
| Estimated net working capital adjustment |
|
(5,721) |
| Pro forma cash proceeds, net |
$ |
1,494,279 |
| Net assets disposed of at March 31, 20261 |
|
(1,844,240) |
| Non-controlling interest at March 31, 2026 |
|
352,803 |
| Estimated transaction costs |
|
(5,000) |
| Estimated loss on the Transaction1 |
$ |
(2,158) |
(1) During the three months ended
March 31, 2026, the Company recorded a $338.2 million write-down of Çöpler to fair value less costs to sell as of March 31,
2026, which is reflected in the historical condensed consolidated financial statements.
Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements
(In thousands, except share and per share)
- Reflects the estimated transaction costs that are expected to be incurred in connection with the Transaction. These costs consist
primarily of legal, accounting, financial advisory, valuation, and other professional fees. Total transaction costs of approximately
$5.0 million have been reflected in the estimated loss on the Transaction. Of these costs, approximately $1.9 million had been
incurred during the first quarter of 2026, while the remaining $3.1 million represents estimated costs that are expected to be
incurred at or around the time of completion of the Transaction.
