SSR Mining Provides Update on Proxy Statement

Rhea-AI Summary

On May 15, 2024, SSR Mining filed an amendment to its Proxy Statement for the Annual and Special Meeting on May 23, 2024. The amendment targets Proposal No. 3, updating the definition of 'Change of Control' in SSR Mining's 2024 Share Compensation Plan. Specifically, it removes subclause (vi), which allowed a majority of Incumbent Directors to determine a Change of Control. This change follows recommendations from proxy advisors. Other agenda items remain unaffected. The amendment reduces some discretionary power from the Incumbent Directors to clarify the change of control criteria. The updated Plan limits the issuance of shares to insiders to 3.75% of outstanding shares annually and caps the total shares issuable under the Plan at 5 million. Share units can be granted until May 23, 2027, subject to Toronto Stock Exchange's conditional approval. For more details, visit the SSR Mining website or the company's profiles on EDGAR, SEDAR+, and ASX.

Positive

• Amendment clarifies 'Change of Control,' reducing discretionary power.
• Share issuance to insiders capped at 3.75% of outstanding shares annually.
• Total shares issuable under the Plan capped at 5 million.
• Plan allows share unit grants until May 23, 2027.
• Plan subject to conditional approval by Toronto Stock Exchange.

Negative

• Amended definition of 'Change of Control' may limit strategic flexibility.
• Conditional approval from Toronto Stock Exchange could delay implementation.

DENVER--(BUSINESS WIRE)-- On May 15, 2024, SSR Mining Inc. (Nasdaq/TSX: SSRM; ASX: SSR) (“SSR Mining” or the “Company”) filed an amendment (the “Amendment”) to the Company’s Proxy Statement dated April 12, 2024 (the “Proxy Statement”) for its Annual and Special Meeting of Shareholders to be held on May 23, 2024 (the "Annual and Special Meeting").

The purpose of the Amendment is to supplement and amend Proposal No. 3 of the Proxy Statement, specifically, to amend the definition of “Change of Control” included in Section 2.1(k) of the Company’s 2024 Share Compensation Plan (the “Plan”) by deleting subclause (vi) of the definition based on the recommendation of certain proxy advisors following their review of the Plan presented in the Proxy Statement. Subclause (vi) of the definition of Change of Control permitted a majority of Incumbent Directors (as defined in the Plan) of the Company to determine that a Change of Control has occurred. None of the other agenda items presented in the Proxy Statement are affected by the amendment.

A copy of the Amendment is available on the Company’s website at www.ssrmining.com and on the Company’s profile on EDGAR at www.sec.gov, on SEDAR+ at www.sedarplus.ca, and on the ASX at www.asx.com.au.

The Company also notes the following with respect to the Plan:

• The maximum number of Common Shares (as defined in the Plan) issued to Insiders (as defined in the Plan) within any one (1) year period, and issuable to Insiders in the aggregate under all of the Company's security based compensation arrangements (referred to as the "Aggregate Plans" in the Plan), will not exceed 3.75% of the total number of Outstanding Common Shares (as defined in the Plan).
• The maximum number of shares issuable under the Plan will not exceed 5,000,000 common shares.
• The Company shall have the authority to continue granting share units under the Plan until May 23, 2027, which is the date that is three (3) years from the date of the Annual and Special Meeting.

The Plan, as amended, remains subject to the conditional approval of the Toronto Stock Exchange.

About SSR Mining

SSR Mining is listed under the ticker symbol SSRM on the Nasdaq and the TSX, and SSR on the ASX.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240516078096/en/

SSR Mining Inc.

E-Mail: invest@ssrmining.com

Phone: +1 (888) 338-0046

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

Source: SSR Mining Inc.

FAQ

What is the purpose of SSR Mining's amendment to the Proxy Statement filed on May 15, 2024?

The amendment updates the definition of 'Change of Control' in the 2024 Share Compensation Plan to remove subclause (vi), following proxy advisors' recommendations.

How does the amendment to the 2024 Share Compensation Plan affect the definition of 'Change of Control'?

The amendment removes the subclause that allowed Incumbent Directors to determine a Change of Control.

What is the maximum percentage of shares issuable to insiders under SSR Mining's 2024 Share Compensation Plan?

The maximum shares issuable to insiders is capped at 3.75% of outstanding shares annually.

How many shares can be issued under SSR Mining's 2024 Share Compensation Plan?

The total number of shares issuable under the Plan is capped at 5 million.

Until when can share units be granted under SSR Mining's 2024 Share Compensation Plan?

Share units can be granted until May 23, 2027.

What is the ticker symbol for SSR Mining on Nasdaq?

The ticker symbol for SSR Mining on Nasdaq is SSRM.

Is the amended 2024 Share Compensation Plan immediately effective?

No, the amended Plan is subject to conditional approval by the Toronto Stock Exchange.