SSR Mining Comments on Proxy Statement

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(SSR, 16.May.2024) — On15 May 2024, SSR Mining Inc. (Nasdaq/TSX: SSRM; ASX: SSR) filed an amendment to the company’s Proxy Statement dated 12 Apr. for its Annual and Special Meeting of Shareholders to be held on 23 May.

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 and on the company’s profile on EDGAR at, on SEDAR+ at, and on the ASX at

SSR 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 23 May 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.


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