ssrm-20230413

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )


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SSR MINING INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)


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SSR Mining Inc.

2023 Proxy Statement

6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237

www.ssrmining.com

April 14, 2023

Dear Shareholder:

We are pleased to invite you to the Annual Meeting of the Shareholders of SSR Mining Inc., which will be held virtually on May 25, 2023 at 10:00 a.m. MDT (Denver).

The Annual Meeting provides us with a valuable opportunity to consider matters of importance to the Company with Shareholders (as defined below), and we look forward to your participation. The accompanying Notice of Annual Meeting of Shareholders and proxy statement (the “Proxy Statement”) describes the business to be conducted at the meeting and provides information on SSR Mining Inc.’s approach to executive compensation and governance practices. We invest significant time and effort to ensure our compensation programs are competitive in the market and appropriately aligned with the achievement of business results and long-term Shareholder interests. Annually, we conduct a robust Shareholder outreach program and the disclosures contained in the accompanying Proxy Statement reflect feedback received during our outreach program.

Your participation in the affairs of the Company is important to us and we encourage you to vote your Shares.

If you have any questions about the information contained in this Proxy Statement or require assistance in voting your Shares, please contact Laurel Hill Advisory Group, our proxy solicitation agent, by calling toll-free at 1-877-452-7184 (for Shareholders in Canada or the United States) or 1-416-304-0211 (for Shareholders outside North America) or by e-mail at assistance@laurelhill.com. If you are a holder of SSR Mining Inc.’s CHESS depositary interests in Australia, you can contact Laurel Hill by calling toll-free at 1-800-861-409 or by e-mail at assistance@laurelhill.com.

The Board and management look forward to your participation at the Annual Meeting and thank you for your continued support.

Sincerely,

/s/ Rod Antal

Rod Antal

President & Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


Date and Time:			May 25, 2023, 10:00 a.m. MDT (Denver) .
Place:			The Annual Meeting will be held as a virtual meeting via live webcast on the Internet. Because the meeting is completely virtual and being conducted via the Internet, shareholders will not be able to attend the meeting in person. You will be able to attend the Annual Meeting, vote and submit your questions on the day of the meeting via the Internet by visiting 'https://meetnow.global/MWX2WMC and entering the control number included on your proxy card. .
Items of Business:			•Elect the directors named in this Proxy Statement, each to serve until the next annual meeting of shareholders and until their respective successors are elected and qualified, or until their earlier resignation or removal; •To approve on an advisory (non-binding) basis, the compensation of the Company’s named executive officers disclosed in this Proxy Statement; •To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year ending December 31, 2023; and •To transact other business that may properly come before the Annual Meeting, or any adjournments or postponements thereof. .
Record Date:			The Board of Directors set March 28, 2023 as the record date for the Annual Meeting (the “Record Date”). Only shareholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. .
Voting:			Your vote is very important. Whether or not you plan to attend the Annual Meeting virtually, we encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible. You can vote your shares electronically via the Internet, by telephone or by completing and returning the proxy card or voting instruction card if you requested paper proxy materials. Voting instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Company is sending out proxy-related materials to Shareholders using the notice-and-access mechanism that came into effect on February 11, 2013 under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer. Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials (such as proxy statements and annual financial statements) online rather than mailing paper copies of such materials to Shareholders. Our annual report on Form 10-K for the year ended December 31, 2022 and the 2023 Proxy Statement are available free of charge at www.ssrmining.com, and the Company's page on EDGAR (www.sec.gov/edgar.shtml) and on SEDAR (www.SEDAR.com). You can also request copies of these documents by contacting the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”), by telephone at 1-866-962-0498.

By order of the Board of Directors,

/s/ Michael J. Sparks

Michael J. Sparks

Chief Legal and Administrative Officer and Secretary

April 14, 2023

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS CDI VOTING PROCESS

The 2023 Annual and Special Meeting (the “Meeting”) of holders of common shares (“Shareholders”) of SSR Mining Inc. (the “Company”) will be held virtually on May 25, 2023 at 10:00 a.m. MDT (Denver). The Meeting provides Shareholders with an opportunity to participate directly in the affairs of the Company. Please see the accompanying Notice of Annual and Special Meeting for further details.

As the common shares of the Company are listed on the Australian Securities Exchange (the “ASX”) in the form of CHESS Depositary Interests (“CDIs”), the Company would like to remind CDI holders of the particular requirements and restrictions that their votes will be subject to. Each CDI represents a beneficial interest in one common share of the Company. CDI holders do not actually own direct legal title to common shares, which is held for and on behalf of CDI holders by CHESS Depositary Nominees Pty Ltd. (“CDN”), a wholly owned subsidiary of ASX Limited. This structure exists because the Company is listed on a Canadian exchange with a right to have its securities traded on the ASX by way of CDIs.

This arrangement impacts how CDI holders can record their votes for the matters to be tabled at the Meeting. As CDIs are technically rights to common shares held on behalf of CDI holders by CDN, CDI holders need to provide confirmation of their voting intentions to CDN before the Meeting. CDN will then exercise the votes on behalf of CDI holders. If a CDI holder wishes to vote, they must register their vote with CDN by using the CDI Voting Instruction Form (“VIF”) provided.

CDI holders who have questions about the information contained in this Proxy Statement or require assistance with voting can contact our proxy solicitation agent, Laurel Hill Advisory Group, for assistance by calling toll-free at 1-800-861-409 or by e-mail at assistance@laurelhill.com.

To have a CDI vote counted, CDI holders must return their completed VIF to CDN no later than 12:00 p.m. on May 22, 2023. This deadline has been set to allow CDN sufficient time to collate the votes of CDI holders and submit them to the Company no later than 5:00 p.m. MDT (Denver) on the second business day preceding the date of the Meeting or any adjournment thereof.

The Company appreciates your support and your interest in the Company and looks forward to your continued support. The Company encourages CDI holders to lodge their votes ahead of the Meeting in the manner specified above.

Yours Sincerely,

SSR MINING INC.

/s/ Rod Antal

Rod Antal

President & Chief Executive Officer

iii


TABLE OF CONTENTS

LETTER TO SHAREHOLDERS	i	PROPOSAL No. 2 - Approval, on an Advisory (Non-	29
NOTICE OF ANNUAL MEETING OF	ii	Binding) Basis, of the Compensation of the Company’s
SHAREHOLDERS		Named Executive Officers Disclosed in the 2022 Proxy
CDI VOTING PROCESS	iii	Statement
TABLE OF CONTENTS	iv	REPORT OF THE COMPENSATION & LEADERSHIP	30
BUSINESS OF THE MEETING	1	DEVELOPMENT COMMITTEE
Meeting Format	1	Shareholder Outreach	30
Record Date and Entitlement to Vote	1	Recommendations	30
Items of Business	1	COMPENSATION DISCUSSION AND ANALYSIS	31
Voting Policies	2	Named Executive Officers	31
General Information	2	Compensation Philosophy	32
Annual Report on Form 10-K and Additional	2	Board Oversight and Compensation Governance	33
Information		Compensation-Related Risk	33
ENVIRONMENTAL, HEALTH, SAFETY,	3	Compensation Decision-Making Process	34
SUSTAINABILITY AND COMMUNITY		Elements of Compensation	35
Commitment to Sustainability	3	2022 Compensation Results	38
Sustainability Report	3	Executive Share Ownership Guidelines	40
Environment and Climate Change	3	Employment Agreements	41
Health and Safety	4	EXECUTIVE COMPENSATION TABLES	42
Community Relations	5	Summary Compensation Table	42
HUMAN CAPITAL MANAGEMENT	6	Grants of Plan-Based Awards	43
PROPOSAL No. 1 - Election of Directors	8	Outstanding Equity Awards at Fiscal Year-End	44
NOMINEES FOR ELECTION TO THE BOARD OF	9	Option Exercises and Stock Vested	45
DIRECTORS		Securities Authorized for Issuance under Equity	45
Our Board of Directors	9	Compensation Plan
Skills Composition of the Board	19	Pension Benefits and Nonqualified Deferred	45
CORPORATE GOVERNANCE	20	Compensation Tables
Board Tenure and Term Limits	20	Potential Payments upon Termination or Change in	46
Director Independence	21	Control
Inclusion and Diversity	21	CEO Pay Ratio	48
Director Share Ownership Guidelines	22	Pay Versus Performance	49
Nomination of Directors and Criteria for Board	22	PROPOSAL No. 3 - Ratification of Appointment of	52
Membership		Independent Registered Public Accounting Firm
Board Leadership Structure	23	REPORT OF THE AUDIT COMMITTEE	53
Director Independence and Categorical Standards	23	Risk Management and Conflicts of Interest	53
Performance of the Board	23	Independent External Auditor	53
Director Orientation and Continuing Education	23	Recommendations	55
Board Meetings	24	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL	56
Board and Committee Chair Position Descriptions	24	OWNERS AND MANAGEMENT
Board Committees	25	Certain Beneficial Owners	57
Procedures for Approval of Related Persons	26	CERTAIN RELATIONSHIPS AND RELATED PARTY	58
Transactions		TRANSACTIONS
Anti-Hedging Policy	26	Related Party Transactions	58
Communications with the Board	26	Interest of Certain Persons in Matters to be Acted Upon	58
DIRECTOR COMPENSATION	27	Management Contracts	58


Indebtedness of Officers and Directors	58	VOTING INSTRUCTIONS	63
OTHER MATTERS	58	Registered Shareholder Voting	63
GENERAL VOTING MATTERS	59	Non-Registered Shareholder Voting	64
Voting Rights	59	Canada – Voting Instructions	65
How to Vote	59	Australia – Voting Instructions	66
Revoking a Proxy	60	Appointment of a Third-Party as Proxy	66
Solicitation	60	To Register your Proxyholder	66
Votes Required	60	Deadlines for Voting	67
Quorum	60	Revoking your Proxy	67
Notice-and-Access	61	Revocation of Voting Instruction Forms and Proxies	67
Householding	61	APPENDIX A - Non-GAAP Financial Measures	A-1
Shareholder Proposals for the 2024 Annual Meeting of	61	APPENDIX B - How to Participant in the Meeting	B-1
Shareholders		Online
Future Annual Meeting Business	61	PROXY CARD


BUSINESS OF THE MEETING

The 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of SSR Mining Inc. (“SSR Mining,” the “Company,” “we,” “us” and “our”) will take place on May 25, 2023 at 10:00 a.m. MDT (Denver).

This Proxy Statement references policies, guidelines and other documents of the Company that are located on the Company’s website. The information on our website, including specific documents we reference, are not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the United States Securities and Exchange Commission (the “SEC”) on EDGAR or with Canadian regulatory authorities through SEDAR.

Meeting Format

This year’s Annual Meeting will be a completely virtual meeting of Shareholders through an audio webcast live over the Internet. There will be no physical meeting location. The meeting will only be conducted via an audio webcast. Please go to https://meetnow.global/MWX2WMC to access and participate in the Annual Meeting. Any shareholder may attend and listen live to the webcast of the Annual Meeting over the Internet at such website. Shareholders as of the record date may vote and submit questions while attending the Annual Meeting via the Internet by following the instructions listed on your proxy card. The webcast starts at 10:00 a.m. MDT, on May 25, 2023. We encourage you to access the meeting prior to the start time.

You may vote by telephone, over the Internet or by completing, signing, dating and returning your proxy card as soon as possible. For more information on how to attend and participate in the Meeting online, please refer to the “General Voting Information” section of this Proxy Statement.

Record Date and Entitlement to Vote

Only holders of the Company’s common shares (the “Shares”) as recorded in our stock register at the close of business on March 28, 2023 (the “Record Date”), may vote at the annual meeting. On March 28, 2023, there were 206,868,001 Shares issued and outstanding. As of the date of this Proxy Statement, the Company has not issued any shares of preferred stock, no Shares have multiple voting rights and there are no non-voting Shares. Each Share is entitled to one vote per share on any matter submitted to a vote of our Shareholders.

Items of Business


		Voting Recommendation
Proposal 1:	Elect the directors named in this Proxy Statement, each to serve until the next annual meeting of shareholders and until their respective successors are elected and qualified, or until their earlier resignation of removal.	FOR each nominee
Proposal 2:	To approve on an advisory (non-binding) basis, the compensation of the Company’s named executive officers disclosed in this Proxy Statement.	FOR
Proposal 3:	To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.	FOR

Aside from the aforementioned voting matters, the Company’s board of directors (“Board of Directors” or the “Board”) knows of no matters to be presented at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, shares represented by all proxies received by the Board will be voted with respect thereto in accordance with the judgment of the persons appointed as proxies.

Voting Policies

Under the Company’s majority voting policy, all general business matters to be considered at the Meeting will each be determined by a majority of votes cast at the Meeting by proxy or in person. General business matters

include the election of each nominee proposed for election as a director of the Company in an uncontested election, the advisory say-on-pay vote, and the ratification of the Company’s auditors, among other general business matters as set forth in the Company’s Articles.

Special business matters to be considered at the Meeting will each be determined by two-thirds of votes cast at the Meeting by proxy or in person. Special business matters include, but are not limited to, approval of mergers or business combinations and approval of amendments to the Company’s Articles.

General Information

Common Shares Outstanding

As of the close of business on March 28, 2023, there were 206,868,001 Shares outstanding. The Shares trade under the symbol “SSRM” on the Toronto Stock Exchange (“TSX”) and the Nasdaq Global Market (“NASDAQ”), and the symbol “SSR” on the Australian Securities Exchange (“ASX”).

Principal Holders of Voting Securities

Based on information available to the Company and to the knowledge of the directors and executive officers of the Company, other than those Shareholders identified in the “Security Ownership of Certain Beneficial Owners and Management” section of this Proxy Statement, no person, firm or Company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of the Company carrying more than 5% of the voting rights attaching to the total number of issued and outstanding Shares of the Company.

Currency

Unless otherwise specified, all dollar amounts herein are expressed in United States dollars. Canadian dollars will be designated as “C$.” The rates of exchange, as reported by the Bank of Canada, on December 31, 2022 and March 28, 2023, were:

December 31, 2022

March 28, 2023

US$

$1.00

$0.74

US$

$1.00

$0.73

C$1.35

C$1.00

C$1.36

C$1.00

Date of Information

Except as otherwise stated, the information contained herein is given as of March 28, 2023.

Annual Report on Form 10-K and Additional Information

A copy of our annual report on Form 10-K for the year ended December 31, 2022, as filed with the SEC, is available to Shareholders without charge upon written request directed to the Corporate Secretary of SSR Mining Inc. at 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237. The Company makes available on or through our website, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after filing. Such filings are also available, free of charge, through the SEC’s EDGAR system and SEDAR.

Additional information relating to SSR Mining is available on our website at www.ssrmining.com, and under the Company’s profile on EDGAR (www.sec.gov/edgar.shtml) and on SEDAR (www.SEDAR.com). Financial and other information of SSR is provided in its audited consolidated financial statements and management’s discussion and analysis for the financial year ended December 31, 2022, and in our annual report of Form 10-K which can be found under our profile on SEDAR and will be sent without charge to any security holder upon request by contacting the Corporate Secretary of SSR Mining Inc. at 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237, or by telephone at (303) 292-1299.


ENVIRONMENTAL, HEALTH, SAFETY, SUSTAINABILITY AND COMMUNITY

Commitment to Sustainability

Our vision is to deliver sustainable value for all stakeholders through responsible mining. People and the environment are our most important resources, and we are committed to safeguarding them both now and for the future. We recognize the catalyst role our operations can play in local communities and commit to leaving a positive legacy. We take a long-term view of our sustainability responsibilities and are committed to having the highest sustainability standards and targets, as well as plans, procedures and metrics in place, to ensure our commitments are met every single day.

At SSR Mining, ultimate responsibility for our sustainability programs and performance sits with the Board of Directors. The Board is supported in this regard by the Environmental, Health, Safety and Sustainability Committee (the “EHS&S Committee”), which oversees, monitors, and reviews our practice and performance in areas of safety, health, community and stakeholder relationships and environmental management (including areas of water management, and climate change). The EHS&S Committee meets formally at least four times a year, with additional meetings held as required. The charter of the EHS&S Committee is available on our website.

Sustainability is also a key responsibility for our executive and site teams. Our approach to sustainability is underpinned by the principle of collective responsibility and a belief that every employee must contribute to achieving our sustainability commitments. To reflect our commitment to sustainability, for employees eligible to receive annual short-term incentive compensation, a material component of the annual short-term incentive compensation performance metrics for the business are linked to the achievement of EHS&S targets across the business.

We also expect our suppliers to respect our commitment to sustainability and the principles outlined in our Code of Conduct. We also encourage our major suppliers to be certified to industry best practice standards and require evidence that they have health and safety management plans in place.

Sustainability Report

Annually, the Company publishes an ESG and Sustainability Report that sets out in detail the Company’s environmental, health, safety and sustainability initiatives and policies, including our approach to ESG. A copy of the latest SSR Mining ESG and Sustainability Report can be found on our website at: http://www.ssrmining.com/corporate_responsibility. Shareholders are encouraged to read our full ESG and Sustainability Report for more detailed information.

Environment and Climate Change

Being responsible environmental stewards is a critical part of our business. By using natural resources and energy efficiently, recycling waste, and working to protect biodiversity, we expect to be able to deliver long term value to all stakeholders and leave a positive legacy. Our approach to environmental management is set out in our Environmental and Sustainability Policy, which is available on our website.

We manage our operations in strict compliance with all relevant environmental standards. One way we monitor our environmental performance is by tracking the number of environmental incidents related to our activities, even when they are minor and contained within the mine site. In 2022, we updated the classifications system across the Company, following an incident that occurred at Çöpler. In June 2022, Türkiye's Ministry of Environment, Urbanization and Climate Change (“Ministry of Environment”) temporarily suspended operations at the Çöpler mine site as a result of a leak of leach solution containing a small amount of diluted cyanide. The leak occurred from a pipeline that pumps diluted cyanide solution to Çöpler’s heap leach pad. The Ministry of Environment visited site and ordered remediation and improvement initiatives to be undertaken. SSR completed these

initiatives and received the required regulatory approvals from Türkiye's government authorities in September 2022, at which time all operations were restarted at the Çöpler mine.

At SSR Mining, we are committed to being part of the global solution to the climate change challenge. In 2020, we made a commitment to immediate climate action, releasing a commitment on climate change that sets a net zero operational greenhouse gas emissions goal by 2050. To date, each mine operation site has completed a climate change physical risk assessment. In 2022, we progressed the work of understanding opportunities for emissions reduction potential at each one of our sites and developed an internal assessment and visualization tool will allow us to better support operational decision-making and maintain a focus on the performance of each operation. SSR’s vision to deliver on its Net Zero commitment by 2050 is to deliver the greatest emissions reductions for the most efficient cost and operational strain.

At each site we track our energy data to understand our total consumption of energy, which has a direct correlation to greenhouse gas emissions. In 2022, our total energy use was 4,724,530 GJ and our scope 1 (direct) emissions were 308,333 tonnes of CO2-e, and our scope 2 (indirect) emissions were 92,947 tonnes of CO2-e. Our total scope 1 & 2 emissions for 2022 were 401,280 tonnes of CO2-e.

We also maintain comprehensive water quality monitoring programs to help ensure that we meet all applicable regulatory requirements and disclose our water stewardship performance through the CDP Water Security questionnaire. In 2022, the Company established a group-wide water stewardship strategy based on our active water balance models and watershed-level assessments across all sites. This three-pronged strategy is focused on efficiency, by optimizing our water management to reduce freshwater withdrawal, consumption and discharge; responsibility, by managing and mitigating negative impacts on water quality and quantity; and sustainability, by operating in partnership with our external stakeholders to meet both the needs of today and the future.

Tailings are a common waste product generated by the mining process. We manage our tailings facilities responsibly and in line with international standards and local regulations to meet site specific conditions. In February 2019, the International Council on Mining and Metals (ICMM), the Principles for Responsible Investment (PRI) and the UN Environment Programme began developing the Global Industry Standard on Tailings Management (GISTM). During 2022, we continued to align our operations and practices to the expectations of the GISTM. As we assess our compliance with the GISTM, we will continue to use the ESG and Sustainability Report to disclose information.

Safe and responsible cyanide management is critical to our operations and our social license to operate. We use cyanide in the plants at our gold operations to separate the gold from the ore. Proper and robust cyanide management is essential to prevent risk to both human health and the environment. We strive to adhere to good practice for the safe transportation, storage, use and disposal of cyanide. The foundation of our approach to cyanide management is built on strict operating standards, and governed by legal requirements. It is also informed by industry best practices and the requirements of International Cyanide Management Code (ICMC). Our Marigold mine in Nevada was the first mine certified to ICMC standard and we are committed to aligning and certifying over time all our operations to ICMC standard.

Health and Safety

The Company is committed to the overall health and safety of its employees, contractors, and the communities in which they operate. We believe that our employees and business partners are critical to our success as a business, and we are committed to providing a safe working environment for them. We remain committed to the principle of safe production and firmly believe occupational injuries and illnesses are preventable, and to provide a workplace that fulfills such objectives. Our Health and Safety policy applies to all employees and contractors working across our business. The policy is backed up by robust enterprise and site-specific safety management plans and systems which align with the international best practice standards OHSAS18001 and ISO45001. We regularly assess the safety and health-related risks across each part of our mines. These assessments ensure that we are aware of the specific risks in each part of the mine and inform us that the most appropriate critical controls are in place. Further to this, our safety plans follow a risk mitigation hierarchy of control which includes the identification of risk, assessment of controls and the implementation of controls.

Our number-one objective, above anything else, is to reduce harm and the incidents that hurt our employees and business partners. It is clear by our performance in 2022 that we have more work to do. Puna suffered a fatality in January 2022, when a vehicle contracted to transport mine personnel home at the end of a work rotation left a public road approximately 20 kilometers from the mine. While this incident did not occur on our operations, it took place while people were in our care, and as such, we treated it as our own. A full investigation was carried out following the incident to identify the root case and any necessary corrective actions. Following the investigation, key changes were made to the transport of personnel during the rainy season. The safety performance at our operations also saw a decline this year. Our Total Recordable Injury Frequency Rate (TRIFR) per million hours worked, increased from 2.47 in 2021 to 3.97 in 2022. To improve performance and realign with our targets we developed and began implementation of a revised safety plan to influence continuous improvement in safety performance for future years. Key aspects of the plan include employee engagement, embedding our Integrated Management System, developing a three-year strategy, developing and implementing a risk management framework, and improving incident reporting and investigations. Further details of the plan can be found in the ESG and Sustainability Report.

We also recognize that there is more to ensuring worker and community health and well-being than simply working to prevent injuries. We are taking a proactive approach to health through environmental, biological and medical monitoring and quantifying occupational exposure risk. Our goal is to minimize health risks to employees, business partners, visitors and communities.

Community Relations

We recognize the important role our operations can play as catalysts for social and economic development in the communities we operate in and beyond. All our operations support a wide range of community development initiatives, which are based on the local socioeconomic environment and community needs. Our approach to community investment is set out in our ESG and Sustainability Policy. We support local social and economic development in three key ways: hiring from the local community, prioritizing local suppliers, and supporting community projects and initiatives. In 2022, we continued our practice of direct investment in the local community infrastructure where we operate and in related social programs.

For local communities, employment opportunities are a primary benefit of our presence. Hiring workers from the communities nearest our mines and the countries we operate in is one of the most important contributions we make to social and economic development. We strive to maximize local hiring at all our operations. We also provide skills development programs for our workers, contractors, and local communities to help them develop the skills needed to work at the mine.

Each year we contribute to the development of our local communities by making direct investments in community infrastructure and social programs. We provide scholarships to local community members around our Çöpler mine, supporting students ranging from vocational high school students to one pursuing a Master’s degree. Marigold has provided both financial support to the University of Nevada, Reno, and individual scholarships to dependents of Marigold employees and students from local communities. Through the Colorado School of Mines, we also provide annual Women in Mining Scholarships to support a female mine engineering student to advance her career. At Seabee, we fund a breakfast program in the Gorden Deny School in the nearby town of La Ronge, providing a nutritious breakfast in an inclusive caring environment for students. In rural Jujuy near our Puna Operations, we partner with local schools to improve educational outcomes and, since 2012, we have supported the renovation of six local schools. In collaboration with the Argentina Ministry of Education we helped to create a program to enable community members, including our employees, to complete their secondary education.

Alongside the direct investments noted above, at our operations in Argentina and Türkiye we have dedicated Social Development Funds. These funds aim to support sustainable projects in the local communities to help diversify economic activity in the local area and reduce reliance on the mine. At our the Çöpler mine in Türkiye, the Social Development Fund provides financial support to local entrepreneurs so they can set up or grow their own businesses. Projects are selected based on a set of development priorities agreed in consultation with the community and aligned with local development plans and priorities. The Company contributes a portion of the profits from gold produced annually by the Çöpler mine, thereby linking the benefits we share with the community to our success as a company. Our Puna Operations in Argentina also partnered with the local regional government to invest in local communities through a Social Development Fund. This innovative partnership

between the mine and the host communities aims to promote financial inclusion and create opportunities for local entrepreneurs and support a wide-range of social and community development projects. Management of the fund is participatory in nature, and the board of directors consists of representatives of local communities to evaluate, approve and deliver financing for the projects.

In 2022, the Company launched a suite of inclusion initiatives at the Company’s corporate office in Denver, which included a variety of in-person events and long-term initiatives designed to celebrate diversity and inclusion and create more opportunities for employees to come together. The program kicked off with a combination of cultural heritage events, volunteer events, and community engagement initiatives.

HUMAN CAPITAL MANAGEMENT

People are our core strength. More than any other factor, our success depends on their capabilities and commitment. We are focused on attracting and retaining experienced and skilled talent with a culture that puts safety at its core and supports people to reach their potential.

We believe that transparent communication with workers and unions is critical to the effective execution of our operations. We do not impose restrictions on union representation, and we respect the rights of freedom of association and collective bargaining. In total, 37% of our workforce are union members and have collective bargaining agreements in place. In 2022, we enjoyed positive labor relations across all sites. As an example, at our Çöpler mine we invite union and workforce representatives to attend site level EHS&S committee meetings on a regular basis.

In 2022, the Company undertook several initiatives designed to positively impact its workforce. For its United States-based workforce, the Company adopted a revised U.S. Parental Leave Policy for Births and Adoptions. Under the revised policy, eligible employees are entitled to six consecutive weeks of fully paid parental leave in a rolling 12-month period. In addition, mothers who have given birth are entitled to an additional six to eight weeks of fully paid leave, as determined by the applicable health care provider, under the Company’s Short-Term Disability Policy. The Company also undertook a comprehensive redesign of its global performance management review process to ensure employees across our operations are being evaluated on a consistent and standardized basis.

The Company recognizes that a workforce composed of many individuals with a mix of skills, experience, perspectives, backgrounds and characteristics leads to a more robust understanding of opportunities, issues and risks, and to stronger decision-making. Given the broad geographic footprint of the Company’s operations, we benefit from a meaningfully diverse workforce. The Company and the Board of Directors are committed to establishing measurable diversity objectives and assessing on an annual basis the achievement against these objectives, including the representation of women at all levels of the organization. The Company has adopted a Diversity Policy which requires the Company to establish specific diversity initiatives, programs and targets and the Compensation and Leadership Development Committee (the “CLD Committee”) oversees diversity initiatives across the Company. We recognize the industry-wide challenge of attracting women into the mining industry. However, in accordance with our policies we actively seek to increase the number of women we employ at our operations.

As of December 31, 2022, the Company employed approximately 2,500 full-time employees and 2,050 contract employees throughout the United States, Canada, Peru, Argentina and Türkiye. As of December 31, 2022, 20% of the executive officers of the Company were women, approximately 45% of employees at the Company’s corporate office were women (excluding executives) and approximately 14% of the employees across the business were women.

The table below summarizes the total full-time workforce of the Company by location and gender:

In addition to gender diversity, the Company maintains self-reported ethnicity information for our United States-based and Canadian-based workforce:


2022 US Workforce Ethnicity Self-Disclosure
Hispanic or Latino	White	American Indian or Alaska Native	Asian	Black or African American	Two or More Races	Prefer Not to Answer
48	475	11	8	4	9	9


2022 Canada Workforce Ethnicity Self-Disclosure
Hispanic or Latino	Non-Indigenous & Non-Visible Minority	Indigenous	Asian	Black	Native Hawaiian or Other Pacific Islander	Other	Two or More Races	Prefer Not to Answer
5	121	110	11	2	1	65	9	79

The Company also reports employment data in annual U.S. Equal Employment Opportunity Commission EEO-1 reports for our U.S.-based workforce; however, the U.S. EEO-1 reports represent only a small portion of our global workforce.

Additional information regarding human capital management can be found in the Company’s ESG and Sustainability Report, which can be found on our website at: http://www.ssrmining.com/corporate_responsibility.

PROPOSAL No. 1

Election of Directors

Shareholders are asked to elect and/or re-elect nine (9) directors. All nominees have established their eligibility and willingness to serve as directors. The Board has determined that, at the present time, there will be nine (9) directors. For more information on the nominees, please refer to the “Nominees for Election to the Board of Directors” section of this Proxy Statement. Nominees will, subject to the by-laws of the Company and applicable corporate law, hold office until the next annual meeting of Shareholders or until their successors are elected or appointed in accordance with the by-laws of the Company or applicable corporate law.

Majority Voting Policy

The Company’s majority voting policy states that any nominee proposed for election as a director of the Company in an uncontested election must be elected by a majority of the votes cast. If a director is not elected by at least a majority, such director must immediately tender his or her resignation to the Chairman of the Board. The Corporate Governance and Nominating Committee will consider such resignation and will make a recommendation to the Board and, absent exceptional circumstances, the Board will accept the resignation of such nominee. Within 90 days of the meeting, the Board will issue a press release disclosing the Board’s decision to accept or reject the nominee’s resignation. If the Board determines not to accept the nominee’s resignation, the press release will fully state the reasons for that decision. The nominee will not participate in any Committee or Board deliberations regarding their resignation offer.

The Board recommends that Shareholders vote FOR each of the proposed nominees (or for substitute nominees in the event of contingencies not known at present). Unless otherwise instructed, the persons designated on the proxy card intend to vote FOR the proposed nominees (or for substitute nominees in the event of contingencies not known at present).


NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

Our Board of Directors

The following pages set out information about the nominees for election as directors, including the specific experience, and qualifications that led to the Board’s conclusion that the person should serve as a director of the Company. The following individuals are proposed for election to the Board:


u			A.E. Michael Anglin, Chairman of the Board

u			Rod Antal, President and Chief Executive Officer

u			Thomas R. Bates, Jr., Chair of the Compensation and Leadership Development Committee

u			Brian R. Booth

u			Simon A. Fish, Chair of the Corporate Governance and Nominating Committee

u			Leigh Ann Fisher

u			Alan P. Krusi, Chair of the Environmental, Health, Safety and Sustainability Committee

u			Kay Priestly, Chair of the Audit Committee

u			Karen Swager

The following profiles summarize each nominee’s applicable skills, overall Board and committee attendance in 2022, and the the value of their at-risk holdings as of December 31, 2022. While each of the Board members generally attend all committee meetings, the nominee profiles reflect only their required attendance. The overall skills and composition of the nominees is presented in tabular form at the end of this “Nominees for Election to the Board of Directors” section of this Proxy Statement.

A.E. Michael Anglin

Mr. Anglin was appointed to the Board of Directors of SSR Mining in August 2008 and is Chairman of the Board and a member of the Corporate Governance and Nominating Committee. Mr. Anglin has also served on the board of Antofagasta PLC, a major Chilean copper producer, since April of 2019. Mr. Anglin spent 22 years with BHP Billiton Ltd., most recently serving as Vice President Operations and Chief Operating Officer of the Base Metals Group based in Santiago, Chile, before retiring in 2008. Mr. Anglin graduated with a Bachelor of Science (Honours) degree in Mining Engineering from the Royal School of Mines, Imperial College, London in 1977 and attained a Master of Science degree from the Imperial College in London in 1985.

Chairman of the Board

Director Skills

u Mergers & Acquisitions

u International

Director Since: 2008

u Strategic Leadership

u Sustainability & ESG

u Industry Knowledge

Independent

Board and Committee Membership

Attendance(1)

Age: 67

Board of Directors

10/10

Corporate Governance and Nominating Committee

6/6

Berkeley, California, USA

Environmental, Health, Safety and Sustainability Committee

5/5

Overall Attendance

100%

Voting Results

Other Public Company Board

Year

For

Withheld

Antofagasta plc

2022

95.68%

4.32%

Tulla Resources PLC

Share Ownership Guidelines as of December 31, 2022

Common Shares

DSUs

Total of Common Shares and DSUs

Market Value of Common Shares and DSUs(2)

44,306

215,418

259,724

$4,069,875

Minimum Value Required

In Compliance with Share Ownership Guidelines

480,000

Yes

____________________

(1) Mr. Anglin was appointed to the Environmental, Health, Safety and Sustainability Committee effective April 1, 2022.

(2) Assumes a market value of $15.67 for each share, which is the close price on the Nasdaq as of December 30, 2022.

Rod Antal

Mr. Antal was appointed President and Chief Executive Officer and a member of the Board of SSR Mining following the merger with Alacer Gold in September 2020. Prior to the merger, Mr. Antal held the position of President and Chief Executive Officer with Alacer Gold since August 2013 and prior to that, he served as Alacer Gold’s Chief Financial Officer from May 2012 to August 2013. Mr. Antal has over 30 years of global mining experience in various mineral and metal businesses, including precious metals. This experience spans both corporate roles and at various mine operating sites. Mr. Antal began his mining career working for Placer Dome in Papua New Guinea and then nearly 15 years within the Rio Tinto Group where he held various senior management positions.

President and CEO

Director Skills

u Corporate Finance

u Industry Knowledge

Director Since: 2020

u Mergers & Acquisitions

u International

u Strategic Leadership

Age: 57

Board and Committee Membership

Attendance

Denver, Colorado, USA

Board of Directors

10/10

Overall Attendance

100%

Voting Results

Other Public Company Boards

Year

For

Withheld

None

2022

99.84%

0.16%

Share Ownership Guidelines as of December 31, 2022(1)

Common Shares

RSUs

PSUs(2)

Total Shares Held

Market Value of Shares Held(3)

647,333

124,781

135,907

908,021

$14,228,681

Minimum Value Required

In Compliance with Share Ownership Guidelines

$5,000,000

Yes

____________________

(1) As an executive director, Mr. Antal does not receive compensation for serving on the Board and is not subject to the Share Ownership Guidelines for non-executive directors. Therefore, Mr. Antal’s share ownership reflects his holdings as an executive.

(2) Pursuant to our Share Ownership Guidelines for executives, 50% of granted PSUs are included in the calculation to meet the guidelines.

(3) Assumes a market value of $15.67 for each share, which is the close price on the Nasdaq as of December 30, 2022.

Thomas R. Bates, Jr.

Mr. Bates was appointed to the Board of Directors of SSR Mining in September 2020 and is Chair of the Compensation and Leadership Development Committee and a member of the Audit Committee. Mr. Bates was a Director at Alacer Gold from April 2014 to September 2020 and has over 40 years of experience in oil service management and operations. Mr. Bates is currently an adjunct professor and a member of the Board of the Ralph Lowe Energy Institute at the Neeley School of Business at Texas Christian University, a position he has held since 2011. He spent 15 years at Schlumberger in both domestic and international locations, was CEO of Weatherford-Enterra from 1997 to 1998, served as President of the Discovery Group of Baker Hughes from 1998 to 2000, and was later the Managing Director and Senior Advisor for 12 years at Lime Rock Partners, an energy focused private equity investment firm, from 2001 to 2012. Mr. Bates has served on the Board of Directors at Tetra Technologies, Inc. since 2011 and Vantage Drilling International since 2016.

Chair of the Compensation and Leadership Development Committee

Director Skills

u Corporate Finance

u Risk Management

u Financial Reporting

u International

Director Since: 2020

u Mergers & Acquisitions

u Human Capital Management

u Strategic Leadership

Independent

Board and Committee Membership

Attendance

Age: 73

Board of Directors

10/10

Audit Committee

5/5

Fort Worth, Texas, USA

Compensation and Leadership Development Committee

6/6

Overall Attendance

100%

Voting Results

Other Public Company Boards

Year

For

Withheld

Tetra Technologies, Inc.

2022

99.01%

0.99%

Vantage Drilling International

Share Ownership Guidelines as of December 31, 2022

Common Shares

DSUs

Total of Common Shares and DSUs

Market Value of Common Shares and DSUs(1)

26,230

83,942

110,172

$1,726,395

Minimum Value Required

In Compliance with Share Ownership Guidelines

360,000

Yes

____________________

(1) Assumes a market value of $15.67 for each share, which is the close price on the Nasdaq as of December 30, 2022.

Brian R. Booth

Mr. Booth was appointed to the Board of Directors of SSR Mining in May 2016 and is a member of the Audit Committee and the Environmental, Health, Safety and Sustainability Committee. Mr. Booth is retired from Element29 Resources Inc. where he was the President, CEO and a director, roles in which he served since 2019, and he has served as a director on numerous public and private mining companies for over 15 years. Prior to joining Element29, he was President, CEO and a director of Pembrook Copper Corp. from 2008 to 2018 and LakeShore Gold Corp from 2005 to 2008. Previous to that, Mr. Booth held various exploration management positions at Inco Limited over a 23-year career, including Manager of Exploration - North America and Europe, Manager of Global Nickel Exploration and Managing Director PT Ingold for Australasia. Mr. Booth holds a B.Sc. in Geological Sciences from McGill University (1983) and was awarded an honorary lifetime membership in the Indonesian Mining Association for service as Assistant Chairman of the Professional Division.

Director Since: 2016

Director Skills

u Mergers & Acquisitions

u International

Independent

u Strategic Leadership

u Sustainability & ESG

u Industry Knowledge

Age: 63

Board and Committee Membership

Attendance

West Vancouver, BC, Canada

Board of Directors

10/10

Audit Committee

5/5

Environmental, Health, Safety and Sustainability Committee

6/6

Overall Attendance

100%

Voting Results

Other Public Company Boards

Year

For

Withheld

GFG Resources Inc.

2022

99.58%

0.42%

Peninsula Energy Limited

Share Ownership Guidelines as of December 31, 2022

Common Shares

DSUs

Total of Common Shares and DSUs

Market Value of Common Shares and DSUs(1)

18,724

51,104

69,828

$1,094,205

Minimum Value Required

In Compliance with Share Ownership Guidelines

300,000

Yes

____________________

(1) Assumes a market value of $15.67 for each share, which is the close price on the Nasdaq as of December 30, 2022.

Simon A. Fish

Mr. Fish is a corporate director. He was appointed to the Board of Directors of SSR Mining in 2018. He serves as Chair of the Corporate Governance and Nominating Committee and a member of the Compensation and Leadership Development Committee. He has more than 30 years of experience as a senior executive in the mining, energy and financial services sectors. He is currently Chair of the BMO Climate Institute. He serves as director of Heritage Environmental Services Inc., and Alexa Translations A.I. Previously, he served as Executive Vice-President & Chief Legal Officer at Bank of Montreal (2008-2020), Vale Base Metals (2005-2008) and Shell Canada Limited (2002-2005). Prior to that, he held various senior positions within the Royal Dutch Shell group of companies in the UK, the Netherlands, South Africa and Canada. Earlier in his career, Mr. Fish practiced corporate and securities law with Dechert LLP, an international law firm.

Chair of the Corporate Governance and Nominating Committee

Director Skills

u Mergers & Acquisitions

u International

u Strategic Leadership

u Sustainability & ESG

Director Since: 2018

u Risk Management

u Industry Knowledge

Independent

Board and Committee Membership

Attendance

Board of Directors

10/10

Age: 62

Compensation and Leadership Development Committee

6/6

Corporate Governance and Nominating Committee

6/6

Wellington, ON, Canada

Overall Attendance

100%

Voting Results

Other Public Company Boards

Year

For

Withheld

None

2022

87.25%

12.75%

Share Ownership Guidelines as of December 31, 2022

Common Shares

DSUs

Total of Common Shares and DSUs

Market Value of Common Shares and DSUs(1)

Nil

63,055

$988,072

Minimum Value Required

In Compliance with Share Ownership Guidelines

345,000

Yes

____________________

(1) Assumes a market value of $15.67 for each share, which is the close price on the Nasdaq as of December 30, 2022.

Leigh Ann Fisher

Ms. Fisher was appointed to the Board of Director of SSR Mining in March 2022. Ms. Fisher served as Executive Vice President and Chief Administrative Officer of Alcoa Corporation from 2016 until her retirement in 2020. As Chief Administrative Officer, Ms. Fisher had responsibility for Human Resources, Procurement, Information Technology and Automation Solutions, Global Shared Services and Business Process Optimization. She was a member of the Alcoa Executive Team, responsible for setting strategic direction for the company. From 2013 to 2016, Ms. Fisher held the role of Chief Financial Officer for Alcoa's Global Primary Products Group, responsible for managing finance and business analysis for Alcoa’s worldwide primary products system. Throughout her 31 year career with Alcoa, Ms. Fisher held finance and leadership roles in all Alcoa business groups, as well as corporate finance.

Director Since: 2022

Director Skills

u Corporate Finance

u Risk Management

Independent

u Financial Reporting

u Industry Knowledge

u Strategic Leadership

u Human Capital Management

Age: 56

Board and Committee Membership

Attendance(1)

Louisville, Tennessee,

Board of Directors

8/8

USA

Audit Committee

4/4

Compensation and Leadership Development Committee

5/5

Overall Attendance

100%

Voting Results

Other Public Company Boards

Year

For

Withheld

None

2022

99.75%

0.25%

Share Ownership Guidelines as of December 31, 2022

Common Shares

DSUs

Total of Common Shares and DSUs

Market Value of Common Shares and DSUs(1)

Nil

7,696

$120,596

Minimum Value Required

In Compliance with Share Ownership Guidelines

$300,000

Yes(2)

____________________

(1) Assumes a market value of $15.67 for each share, which is the close price on the Nasdaq as of December 30, 2022.

(2) Ms. Fisher has until March 3, 2027, five (5) years from the date of her election, to meet the Share Ownership Guidelines.

Alan P. Krusi

Mr. Krusi was appointed to the Board of Directors of SSR Mining in September 2020. He is Chair of the Environmental, Health, Safety and Sustainability Committee and a member of the Corporate Governance and Nominating Committee. Mr. Krusi was a Director at Alacer Gold from September 2014 to September 2020. He has nearly four decades of management experience in the engineering and construction industries. Mr. Krusi began his career as a project geologist with Dames & Moore where he gained significant experience and international exposure as lead project engineer and geologist in Latin America and Asia from 1977 to 1983. Throughout his career, Mr. Krusi managed a number of successively larger engineering and consulting businesses, culminating as CEO of Earth Tech, Inc, a global water and environmental services firm with operations in 13 countries, from 2002 to 2008. Most recently, Mr. Krusi was President, Strategic Development at AECOM from 2008 to 2015, where he oversaw the firm's M&A activities and served on the executive committee. Mr. Krusi has served on the Board of Directors of Comfort Systems USA since 2008 and Granite Construction since 2018.

Chair of the Environmental, Health, Safety and Sustainability Committee

Director Skills

u Mergers & Acquisitions

u Sustainability & ESG

u Strategic Leadership

u Technical Innovation / Information Security

Director Since: 2020

u International

Independent

Board and Committee Membership

Attendance

Board of Directors

10/10

Age: 68

Environmental, Health, Safety and Sustainability Committee

6/6

Corporate Governance and Nominating Committee

5/6

Maple Valley, Washington, USA

Overall Attendance

95%

Voting Results

Other Public Company Boards

Year

SEC Form DEF 14A filed by SSR Mining Inc.