Ssr Mining and Alacer GOLD Announce at-Market Merger of Equals to Create a Free Cash Flow Focused, Diversified GOLD Producer All Dollar Figures IN US Dollars

Page 1

News Release 20-12

May 11, 2020

SSR MINING AND ALACER GOLD ANNOUNCE AT-MARKET

MERGER OF EQUALS TO CREATE A FREE CASH FLOW FOCUSED,

DIVERSIFIED GOLD PRODUCER

All dollar figures in US dollars unless otherwise stated

VANCOUVER, BC & TORONTO, ON – SSR Mining Inc. (NASDAQ: SSRM and TSX: SSRM)

(“SSR Mining ”) and Alacer Gold Corp. (TSX: ASR and ASX: AQG ) (“Alacer ”) are pleased to

announce that they have entered into a definitive agreement (the “Agreement”) to combine in an

at-market merger of equals pursuant to a plan of arrangement under the Business Corporations

Act (Yukon) (the “Transaction”).

The combined entity will continue as SSR Mining Inc. and will be headquartered in Denver,

Colorado with a corporate office in Vancouver, B.C. and will be led by Rod Antal as President &

CEO and Michael Anglin as Chairman. Following the completion of the Transaction , the new

board of directors will be comprised of five directors from each of the current SSR Mining and

Alacer boards of directors for a total of 10 directors, including the CEO.

Pursuant to the Transaction, Alacer shareholders will receive 0.3246 SSR Mining shares for each

Alacer share held (the “Exchange Ratio”). The Exchange Ratio, together with c losing prices for

both SSR Mining and Alacer common shares on the Toronto Stock Exchange on May 8, 2020,

implies consideration of C$8.19 per Alacer common share and a combined market capitalization

of approximately $4.0 billion. At closing, SSR Mining and Alacer shareholders will collectively own

approximately 57% and 43% of SSR Mining, respectively, on an issued and outstanding share

basis.

Transaction Highlights

 Diversified Operating Platform:

 Creates a diversified portfolio of high quality, long life operating assets across four

jurisdictions

 Consensus1 forward-looking 3-year average annual production profile of ~780 koz

AuEq at ~$900/oz AISC2

1 Derived from consolidated analyst consensus estimates for SSR Mining and Alacer sourced from Capital IQ. Refer to

section entitled “Analyst consensus forecasts” at the end of this press release for additional information.

2 All-in Sustaining Costs (AISC) is a Non -GAAP Measure with no standardized definition under IFRS. For further

information and a detailed reconciliation to IFRS, please see the “Non-GAAP Measures” section of Alacer’s most recent

MD&A.

Page 2

 Experienced Leadership Team:

 Combines management with shared track records of creating value through

exploration, construction, and operations

 Brings together expertise in open pit, underground, pressure oxidation , heap leach,

and flotation operations

 Free Cash Flow Leader:

 Based on consensus estimates3, the combined entity is expected to generate peer

leading average annual pro forma free cash flow 4 of ~$450 million (2020E-2022E),

well ahead of a peer group annual average of $275 million

 Financial Strength:

 Strong balance sheet with consolidated cash5 and marketable securities of

~$700 million to support growth pipeline and facilitate capital returns evaluation

 Organic Growth Potential:

 Three significant district scale land packages in USA, Canada, and Turkey

 Attractive growth portfolio of low capital intensity greenfield and brownfield

opportunities

 Track record of resource conversion, successful greenfield and brownfield

exploration, and project construction

 Enhanced Market Presence:

 Attractive trading liquidity across multiple global exchanges to drive enhanced capital

markets presence and investor relevance

Paul Benson, President and CEO of SSR Mining said, “The zero-premium merger of SSR Mining

and Alacer creates an exciting leading intermediate gold producer with exceptional financial

strength, robust margins, strong cash flow generation, and long mine lives that will be run by

highly experienced management with a track record of value creation. Consistent with our long-

standing strategy of growth through a combination of organic development and M&A, the new

SSR Mining will be well positioned to build on the strong foundation of both companies to continue

growing and delivering value for all shareholders.”

Rodney P. Antal, President and CEO of Alacer said, “The combination of Alacer and SSR Mining

will create a diversified portfolio of high quality, long- life mines across four mining- friendly

jurisdictions. Our focus at Alacer over the past several years has been on generating peer-leading

free cash flow – this merger allows us to continue this strategy while diversifying our s ingle

operating asset exposure. In addition, the increased financial strength of the combined business

will allow us to leverage the proven project execution capabilities of the combined management

3 Derived from analyst consensus estimates for SSR Mining and Alacer sourced from Capital IQ . Refer to section

entitled “Analyst consensus forecasts” at the end of this press release for additional information.

4 Free Cash Flow is a Non-GAAP Measure. For further information, please see the “Non- GAAP Measures” section of

Alacer’s most recent MD&A.

5 Consolidated cash is a Non- GAAP Measure and includes cash and cash equivalents, cash that is restricted and

shown as a long- term asset in Alacer’s financial statements and attributable cash held by joint venture partners

accounted for using the equity method. For further information, please see the “Non-GAAP Measures” section of

Alacer’s most recent MD&A.

Page 3

team to continue delivering on the extensive organic growth portfolio and compete for att ractive

assets as they arise. The complementary nature of the assets and the cultural alignment of the

organizations will facilitate an effective integration and allow us to continue to deliver value to our

shareholders.”

Transaction Conditions and Timing

Under the terms of the Agreement, the Transaction will be carried out by way of a court approved

plan of arrangement under the Business Corporations Act (Yukon) and will require the approval

of at least 66 -2/3% of the votes cast by the shareholders of Alacer at a special meeting. The

issuance of shares by SSR Mining under the Agreement is also subject to the approval of the

majority of votes cast by the SSR Mining shareholders at a special meeting.

Completion of the Transaction is also subject to regulatory and court approvals and other

customary closing conditions. The Agreement includes customary provisions, including non -

solicitation of alternative transactions, a right to match superior proposals and a $70 million

reciprocal termination fee payable under certain circumstances.

Officers and directors of SSR Mining have entered into voting and support agreements with Alacer

agreeing to vote their shares in favour of the Transaction. Officers and directors of Alacer have

also entered into voting and support agreements with SSR Mining agreeing to vote their shares

in favour of the Transaction.

Full details of the Transaction will be included in a joint management information circular of both

SSR Mining and Alacer to be delivered to their respective shareholders in the coming weeks .

Subject to receiving requisite court approval, the special shareholder meetings of both companies

are expected to be held in July 2020.

Board of Directors’ Recommendations

The Board of Directors of SSR Mining and the Board of Directors of Alacer have unanimously

approved the Transaction and recommend that shareholders vote in favour of the Transaction.

National Bank Financial Inc. and TD Securities Inc. have provided fairness opinions dated May 9,

2020 to the Board of Directors and the Special Committee of independent directors of SSR Mining,

respectively, stating that, as of the date of such opinions and based upon and subject to the

assumptions, limitations and qualifications stated in such opinions, the consideration to be paid

by SSR Mining to the shareholders of Alacer is fair, from a financial point of view, to SSR Mining.

Scotiabank and CIBC World Markets Inc. have provided fairness opinions dated May 9, 2020 to

the Board of Directors of Alacer stating that, as of the date of such opinions and based upon and

subject to the assumptions, limitations and qualifications stated in such opinions, the

consideration to be received by the shareholders of Alacer under the Transact ion is fair, from a

financial point of view, to shareholders of Alacer.

SSR Mining Update on 2.875% Senior Convertible Notes due 2033

SSR Mining announces that as of March 31, 2020, cash and equivalents totaled $398 million and

the face value of outstanding debt was $230 million. The updated balances reflect the redemption

of outstanding 2.875% Senior Convertible Notes due 2033 (the "2013 Notes”) as first announced

on February 13, 2020. As of March 31, 2020, no 2013 Notes remain outstanding.

Page 4

Advisors and Counsel

National Bank Financial Inc. acted as exclusive financial advisor to SSR Mining and McCarthy

Tétrault LLP and Lawson Lundell LLP acted as legal counsel to SSR Mining. TD Securities Inc.

acted as financial advisor to the Special Committee of independent directors of SSR Mining.

Scotiabank acted as exclusive financial advisor to Alacer and Stikeman Elliott LLP acted as legal

counsel to Alacer. The board of directors of Alacer also retained CIBC World Markets Inc. to

provide a fairness opinion.

Conference Call and Webcast

SSR Mining and Alacer will hold a joint conference call and webcast on May 11, 2020 at 5:30am

PDT / 8:30am EDT / 10:30pm AEST to discuss the Transaction. Participants may dial in using

the numbers below (no access code is needed).

Toll-free in U.S. and Canada: +1 (855) 327-6838

All other callers: +1 (604) 235-2082

Webcast: http://services.choruscall.ca/links/ssrmining20200511.html

The conference call will be available for playback for two weeks by dialing t oll-free in U.S. and

Canada: +1 (855) 669-9658, replay code 4566. All other callers: +1 (412) 317-0088, replay code

4566.

About SSR Mining

SSR Mining Inc. is a Canadian-based precious metals producer with three operations, including

the Marigold gold mine in Nevada, U.S., the Seabee Gold Operation in Saskatchewan, Canada

and Puna Operations in Jujuy, Argentina. SSR Mining also has two feasibility stage projects and

a portfolio of exploration properties in North and South America. SSR Mining is committed to

delivering safe production through relentless emphasis on Operational Excellence. SSR Mining

is also focused on growing production and Mineral Reserves through the exploration and

acquisition of assets for accretive growth, while maintaining financial strength.

About Alacer

Alacer is a leading low -cost intermediate gold producer whose primary focus is to leverage its

cornerstone Çöpler Gold Mine and strong balance sheet as foundations to continue its organic

multi-mine growth strategy, maximize free cash flow, and therefore create maximum value for

shareholders. The Çöpler Gold Mine is located in east -central Turkey in the Erzincan Province,

approximately 1,100 kilometers (“km”) southeast from Istanbul and 550km east from Ankara,

Turkey’s capital city.

Page 5

SSR Mining Contacts

Paul Benson, President, CEO & Director

W. John DeCooman, Jr., Senior Vice President, Business Development and Strategy

SSR Mining Inc.

Vancouver, BC

E-Mail: [email protected]

Alacer Contacts

Rodney P. Antal, President, CEO & Director

F. Edward Farid, SVP, Business Development & Investor Relations

Lisa Maestas, Director, Investor Relations

Alacer Gold Corp.

Denver, CO

E-Mail: [email protected]

Cautionary Note Regarding Forward-Looking Information and Statements:

Except for statements of historical fact relating to Alacer or SSR Mining, certain statements

contained in this press release constitute forward- looking information, future oriented financial

information, or financial outlooks (collectively “forward-looking information”) within the meaning of

Canadian securities laws. Forward- looking information may be contained in this document and

other public filings of Alacer or SSR Mining. Forward- looking information relates to statements

concerning Alacer’s or SSR Mining’s outlook, anticipated events or results, statements as to

Alacer and SSR Mining management expectations with respect to the Transaction and the

combined company and in some cases, can be identified by terminology such as “may”, “will”,

“could”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “projects”, “predict”,

“potential”, “continue” or other similar expressions concerning matters that are not historical facts.

This press release also contains forward-looking statements regarding the anticipated completion

of the Transaction and timing thereof. Forward-looking statements in this press release are based

on certain key expectations and assumptions made by Alacer and SSR Mining, including

expectations and assumptions concerning the receipt, in a timely manner, of regulatory and stock

exchange approvals in respect of the Transaction. Although Alacer and SSR Mining believe that

the expectations and assumptions on which such forward- looking statements are based are

reasonable, undue reliance should not be placed on the forward-looking statements because

Alacer and SSR Mining can give no assurance that they will prove to be correct. Forward-looking

statements are subject to various risks and uncertainties which could cause actual results and

experience to differ materially from the anticipated results or expectations expressed in this press

release. The key risks and uncertainties include, but are not limited to governmental and

regulatory requirements and actions by governmental authorities, including changes in

government policy, government ownership requirements, changes in environmental, tax and

other laws or regulations and the interpretation thereof; developments with respect to the COVID-

19 pandemic, including the duration, severity and scope of the pandemic and pot ential impacts

on mining operations; and other risk factors detailed from time to time in Alacer and SSR Mining

reports filed with the Canadian securities regulatory authorities. There are also risks that are

inherent in the nature of the Transaction, incl uding failure to obtain any required regulatory and

other approvals (or to do so in a timely manner). The anticipated timeline for completion of the

Transaction may change for a number of reasons, including the inability to secure necessary

regulatory, stock exchange or other approvals in the time assumed, developments with respect

Page 6

to the COVID -19 pandemic or the need for additional time to satisfy the conditions to the

completion of the Transaction. As a result of the foregoing, readers should not place undue

reliance on the forward-looking statements contained in this press release concerning the timing

of the Transaction.

Such forward-looking information and statements are based on a number of material factors and

assumptions, including, but not limited in any manner to, those disclosed in any other of Alacer’s

or SSR Mining’s filings, and include the inherent speculative nature of exploration results; the

ability to explore; communications with local stakeholders; maintaining community and

governmental relations; status of negotiations of joint ventures; weather conditions at Alacer’s or

SSR Mining’s operations; commodity p rices; the ultimate determination of and realization of

mineral reserves; existence or realization of mineral resources; the development approach;

availability and receipt of required approvals, titles, licenses and permits; sufficient working capital

to develop and operate the mines and implement development plans; access to adequate

services and supplies; foreign currency exchange rates; interest rates; access to capital markets

and associated cost of funds; availability of a qualified work force; ability to negotiate, finalize, and

execute relevant agreements; lack of social opposition to the mines or facilities; lack of legal

challenges with respect to the property of Alacer or SSR Mining; the timing and amount of future

production; the ability to meet production, cost, and capital expenditure targets; timing and ability

to produce studies and analyses; capital and operating expenditures; economic conditions;

availability of sufficient financing; the ultimate ability to mine, process, and sell mineral products

on economically favorable terms; and any and all other timing, exploration, development,

operational, financial, budgetary, economic, legal, social, geopolitical, regulatory and political

factors that may influence future events or conditions. While we consider these factors and

assumptions to be reasonable based on information currently available to us, they may prove to

be incorrect.

You should not place undue reliance on forward- looking information and statements. Forward -

looking information and s tatements are only predictions based on our current expectations and

our projections about future events. Actual results may vary from such forward-looking information

for a variety of reasons including, but not limited to, risks and uncertainties disclosed in Alacer’s

filings on its website at www.alacergold.com, on SEDAR at www.sedar.com and on the ASX at

www.asx.com.au and SSR Mining’s filings on its website at www.ssrmining.com,on SEDAR at

www.sedar.com and on EDGAR at www.sec.gov, and other unforeseen events or circumstances.

Other than as required by law, Alacer and SSR Mining do not intend, and undertake no obligation

to update any forward-looking information to reflect, among other things, new information or future

events.

Non-GAAP Measures

This news release includes certain terms or performance measures commonly used in the mining

industry that are not defined under International Financial Reporting Standards ("IFRS"), including

free cash flow. Non-IFRS financial measures do not have any standardized meaning prescribed

under IFRS and, therefore, they may not be comparable to similar measures reported by other

companies. Each of SSR Mining and Alacer believe that, in addition to conventional measures

prepared in accordance with IFRS, certain inves tors use this information to evaluate business

performance. The data presented is intended to provide additional information and should not be

considered in isolation or as a substitute for measures of performance prepared in accordance

with IFRS. These non -IFRS measures should be read in conjunction wit h each company’s

consolidated financial statements. For additional information, readers should refer to non-GAAP

financial measures disclosure in each company’s recent filings with the Canadian securities

Page 7

regulatory authoriti es on SEDAR at http://www.sedar.com as well as the joint management

information circular that will be delivered to shareholders of both companies.

Analyst consensus forecasts

This press release contains information summarizing consolidated analyst consensus forecasts,

sourced from Capital IQ (wwww.capitaliq.com) as at May 8, 2020. The Capital IQ data is based

on analyst estimates from Bank of America Securities, BMO Capital Markets, Canaccord Genuity,

CIBC Capital Markets, Cormark Securities Inc., Credit Suisse, Macquarie, National Bank

Financial, PI Financial Corp., RBC Capital Markets, Scotiabank, Stifel Canada, and UBS AG.

This information is intended to provide an “order of magnitude” indication for comparison purposes

only, and is not intended to be, and should not be treated as, a forecast , estimate or guidance

being made, adopted, confirmed or endorsed by the combined entity or either of Alacer or SSR

Mining.