The Arrangement is expected to create a leading intermediate gold producer with a diversified portfolio of high quality, long life operating assets across four jurisdictions. Based solely on analyst consensus estimates, the Combined Company would be estimated to produce an average of 780,000 gold equivalent ounces at ~$900/oz AISC over the next three years.

The Combined Company will be led by board and management with shared track records of creating value through discovery, project development, and operations. The combined skill sets of management would include expertise in open pit and underground mining operations and pressure oxidation, heap leach, and flotation processing operations. The Combined Company will be led by Michael Anglin (current SSR Chairman) as Chairman and Rodney Antal (Current Alacer President and CEO) as President and CEO. The board will have a total of 10 directors as set out elsewhere in the Circular.

Based solely on analyst consensus estimates, the Combined Company is currently forecasted to generate average annual pro forma free cash flow of ~$450M (2020E-2022E), well ahead of the peer group annual average of $275M (2020E-2022E).

The Combined Company would be in a strong financial position with a strong balance sheet with consolidated cash and marketable securities, as at March 31, 2020, in excess of $700 million and net cash of more than $200 million to help finance growth and facilitate capital return evaluation.

The Combined Company would control high quality mining assets in the United States, Canada, and Turkey, each situated within a significant district scale land package. The Combined Company would have multiple attractive greenfield and brownfield opportunities to which to allocate capital. Shareholders of the Combined Company may benefit from the successful track records of both SSR and Alacer with respect to mineral resource conversion, greenfield and brownfield exploration, and project construction.

The Combined Company would have attractive trading liquidity across multiple global exchanges to drive enhanced capital markets presence and investor relevance.

The Exchange Ratio was based on closing market prices for both SSR and Alacer on the TSX on May 8, 2020. This at-market exchange ratio of 0.3246 of an SSR Common Share for every Alacer Common Share is in line with the average market-based exchange from December 8, 2019 to May 8, 2020 of 0.3000, implying an at-market transaction consistent with recent time periods.

Through ownership of SSR Common Shares, both companies’ shareholders will continue to participate in the opportunities associated with the Combined Company’s assets and properties. If the Arrangement is completed, SSR Shareholders will hold approximately 57% and Alacer Shareholders will hold approximately 43% of the issued and outstanding shares of SSR (on a non-diluted basis).