The purpose of the Arrangement is to effect the combination of the businesses of SSR and Alacer. Pursuant to the Arrangement Agreement, SSR and Alacer have agreed to complete the Arrangement pursuant to which, among other things, SSR will acquire all of the issued and outstanding Alacer Common Shares (other than Alacer Common Shares held by an Alacer Dissenting Shareholder, which will be repurchased for cancellation by Alacer). Upon completion of the Arrangement, Alacer will be a wholly-owned Subsidiary of SSR.

After careful consideration, including a thorough review of the Arrangement Agreement, the Alacer Fairness Opinions, as well as a thorough review of other matters, including those discussed in the Circular, the Alacer Board has unanimously determined that the Arrangement is in the best interests of Alacer, that the Exchange Ratio and the Consideration to be received by the Alacer Shareholders pursuant to the Arrangement are fair, from a financial point of view, to the Alacer Shareholders and has approved the transactions contemplated by the Arrangement Agreement.

Yes, the SSR Board has unanimously approved the Arrangement and unanimously recommends that the SSR Shareholders vote FOR the SSR Share Resolution and FOR the SSR Board Resolution.

Alacer has entered into SSR Voting Agreements with officers and directors of SSR, pursuant to which the SSR Supporting Shareholders have agreed, subject to the terms and conditions of the SSR Voting Agreements, to vote their SSR Common Shares in favour of the SSR Share Resolution to approve the issuance of SSR Common Shares in connection with the Arrangement. As at the SSR Record Date, the SSR Supporting Shareholders collectively beneficially owned or exercised control or direction over 228,355 SSR Common Shares, representing approximately 0.19% of the outstanding SSR Common Shares.

Based on the number of SSR Common Shares and the number of Alacer Common Shares outstanding on the date hereof (on a non-diluted basis), Alacer estimates that, upon such completion, former SSR Shareholders will own approximately 57% of the issued and outstanding SSR Common Shares and Former Alacer Shareholders will own approximately 43% of the issued and outstanding SSR Common Shares (on a non-diluted basis).

The SSR Share Resolution approves the issuance of up to 96,873,955 SSR Common Shares to Alacer Shareholders (including Alacer RSU Participants) pursuant to the Plan of Arrangement, which represents 79% of the number of SSR Common Shares issued and outstanding as of June 1, 2020. No SSR Common Shares will be issued, or are issuable, to Alacer PSU Participants or the holders of the Alacer DSUs in connection with the Arrangement. See “Information Concerning Alacer – Description of Capital Structure – Share Incentive Plans” in the Circular.

The TSX will generally not require further SSR Shareholder approval for the issuance of up to an additional 24,218,489 SSR Common Shares, such number being 25% of the number of SSR Common Shares approved for issuance pursuant to the SSR Share Resolution.

The obligations of SSR and Alacer to consummate the Arrangement and the other transactions contemplated by the Arrangement Agreement are subject to a number of conditions, including, among others, approval of the Alacer Arrangement Resolution by the required vote of Alacer Common Shares at the Alacer Meeting, approval of the SSR Share Resolution by the required vote of SSR Shareholders at the SSR Meeting, approval of the Court, conditional approval of the listing of the SSR Common Shares to be issued in connection with the Arrangement on the TSX and Nasdaq will have completed its review of the listing of such SSR Common Shares, as well as obtaining various regulatory approvals.

In order to become effective, the SSR Share Resolution must be approved by an affirmative vote of a simple majority of the votes cast on the SSR Share Resolution by SSR Shareholders virtually present or represented by proxy at the SSR Meeting.

If approved, the Arrangement will become effective at the Effective Time, which is expected to be at 12:01 a.m. (Vancouver time) on the Effective Date, which is expected to be in the third quarter of 2020.

SSR and Alacer intend to issue a press release once all the necessary approvals have been received and conditions to the completion of the Arrangement have been satisfied or waived.

Following completion of the Arrangement, Alacer will be a wholly-owned Subsidiary of SSR.

Following consummation of the Arrangement, the Combined Company will have two corporate offices, one in Denver, Colorado and one in Vancouver, British Columbia.

You are entitled to vote if you were a holder of SSR Common Shares as of the close of business on June 1, 2020, the SSR Record Date. Each holder of SSR Common Shares as of the SSR Record Date is entitled to one vote per SSR Common Share held on all matters to come before the SSR Meeting.

If you are a holder of SSR Common Shares, you are voting to:

1. approve the issuance of SSR Common Shares in connection with a plan of arrangement pursuant to section 195 of the YBCA involving SSR, Alacer and the shareholders of Alacer, pursuant to the requirements of the TSX and Nasdaq; and
2. to set the number of directors at ten, conditional on the completion of the Arrangement.

If you attend the SSR Meeting online, you may vote on the business matters as you choose. If you have completed and returned a proxy form, the persons named in the proxy form will have discretionary authority to vote on amendments or variations to the business matters identified in the SSR Notice of Meeting, and on other matters that may properly come before the SSR Meeting. As of the date of the Circular, SSR’s management is not aware of any amendments, variations or additional matters to come before the SSR Meeting.

You are a registered shareholder if your SSR Common Shares are registered in your name. Your SSR Common Shares are represented by a share certificate or direct registration statement.

A list of registered SSR Shareholders is available on request after June 1, 2020, by contacting the Corporate Secretary of SSR at 604-484-8212 or toll free at 1-888-338-0046.

You are a beneficial shareholder if your SSR Common Shares are held in an account in the name of a nominee (bank, trust company, securities broker or other nominee). Your SSR Common Shares are not represented by a share certificate but are recorded on an electronic system.

The two ways you can vote your SSR Common Shares if you are a registered shareholder are:

1. by proxy either over the internet, by telephone, fax, mail, or personal delivery; or
2. by voting online at the SSR Meeting (which is being held virtually).

SSR Registered Shareholders and duly appointed proxy holders will be able to attend, participate and vote at the SSR Meeting online at https://web.lumiagm.com/210935442. Such persons may then enter the SSR Meeting by clicking “I have a login” and entering a Username and Password before the start of the SSR Meeting.

• SSR Registered Shareholders: The control number located on the form of proxy or in the email notification that you received is the Username. The Password to the SSR Meeting is “ssr2020” (case sensitive). If, as a registered shareholder, you are using your control number to log-in to the SSR Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies for the SSR Meeting and will be provided the opportunity to vote by online ballot on the matters put forth at the SSR Meeting. If you do not wish to revoke a previously submitted proxy, you will not be able to participate at the SSR Meeting online.
• Duly appointed proxy holders: Computershare will provide the proxy holder with a Username by email after the voting deadline has passed. The Password to the SSR Meeting is “ssr2020” (case sensitive).

See “General Proxy Matters of SSR” in the Circular.

If you are a beneficial shareholder, you will have received voting instructions from your nominee.

Yes. To vote virtually at the SSR Meeting, print your own name (or the name of the person that you want to attend and vote on your behalf) in the space provided on the proxy form or the voting instruction form sent to you by your nominee and return it by following the instructions included. In doing so you are instructing your nominee to appoint you (or another person that you want to attend and vote on your behalf) as a proxyholder. To register a proxyholder, you MUST visit http://www.computershare.com/ssrmining by 9:00 a.m. (Vancouver time) on July 8, 2020 and provide Computershare with the required proxy holder contact information, so that Computershare may provide the proxy holder with a Username via email. Without a Username, proxy holders will not be able to attend, participate or vote at the SSR Meeting.

If you do not appoint yourself (or another person that you want to attend and vote on your behalf) as a proxyholder and comply with all of the requirements set out in the Circular relating to that appointment and registration, you will be able to attend the SSR Meeting as a guest but will not be able to vote or ask questions at the SSR Meeting.

Should you hold some shares as a registered shareholder and others as a beneficial shareholder, you will have to use both voting methods described above.

The management of SSR is soliciting your proxy.

SSR solicits proxies primarily by mail. SSR employees or agents might also use telephone or other forms of contact. In addition, SSR has engaged Kingsdale Advisors to act as its strategic shareholder advisor and proxy solicitation agent with respect to the matters to be considered at the SSR Meeting. SSR bears all costs of solicitation. SSR Shareholders who have questions about the information in the Circular or need assistance with voting may contact Kingsdale Advisors by telephone at 1-888-518-1557 (toll-free in North America) or 416-867-2272 (for collect calls outside of North America) or by email at contactus@kingsdaleadvisors.com.

By properly completing and returning a proxy form, you are authorizing the persons named in that form to attend the SSR Meeting and to vote your SSR Common Shares. You can use the applicable enclosed proxy form, or any other proper proxy form, to appoint your proxyholder.

The SSR Common Shares represented by your proxy must be voted as you instruct in the proxy form. If you properly complete and return your proxy but do not specify how you wish the votes cast, your proxyholder will vote your SSR Common Shares as they see fit. Unless you provide contrary instructions, SSR Common Shares represented by proxies that management receives will be voted FOR the SSR Share Resolution and FOR the SSR Board Resolution.

Yes, you have the right to appoint another person of your choice. They do not need to be an SSR Shareholder to attend and act on your behalf at the SSR Meeting. To appoint someone who is not named in the enclosed proxy forms, strike out those printed names appearing on the proxy form and print in the space provided the name of the person you choose. You must also register the third party proxy holder by visiting http://www.computershare.com/ssrmining by 9:00 a.m. (Vancouver time) on July 8, 2020 and provide Computershare with the required proxy holder contact information, so that Computershare may provide the proxy holder with a Username via email. Without a Username, proxy holders will not be able to attend, participate or vote at the SSR Meeting.

NOTE: It is important for you to ensure that any other person you appoint will attend the SSR Meeting, that this person is registered in advance as described above, and that this person knows you have appointed them for your vote to count.

If your SSR Common Shares are registered in more than one name, all registered persons must sign the proxy form. If your SSR Common Shares are registered in a company’s name or any name other than your own, you may be required to provide documents proving your authorization to sign the proxy form for that company or name. For any questions about the proper supporting documents, contact Computershare before submitting your proxy form.

Yes. If you are a registered shareholder and have returned a proxy form, you may revoke it by:

1. completing and signing another proxy form with a later date and delivering it to Computershare before 9:00 a.m. (Vancouver time) at least two days (excluding Saturdays, Sundays and holidays) before the SSR Meeting or any adjournment or postponement of the SSR Meeting;
2. delivering an instrument in writing revoking the original proxy or voting instruction, signed by you or your authorized representative, to:
   • Computershare at any time up to and including the last Business Day preceding the day of the SSR Meeting or any adjournment or postponement thereof; or
   • the Chairman of the SSR Meeting prior to the commencement of the SSR Meeting on the day of the SSR Meeting or any adjournment or postponement thereof; or
3. in any other manner permitted by law.

If, as a registered shareholder, you are using your control number to log-in to the SSR Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies for the SSR Meeting and will be provided the opportunity to vote by online ballot on the matters put forth at the SSR Meeting. If you do not wish to revoke a previously submitted proxy, you will not be able to participate at the SSR Meeting online.

If you are a non-registered shareholder, contact your nominee.

See “General Proxy Matters of SSR” in the Circular.

As of the SSR Record Date, there were 123,320,657 SSR Common Shares outstanding. Each holder of SSR Common Shares as of the SSR Record Date is entitled to one vote per SSR Common Share held on all matters to come before the SSR Meeting.

To the knowledge of the directors and officers of SSR, as at the SSR Record Date, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, shares in aggregate entitled to more than 10% of the votes which may be cast at the meeting except as follows: Van Eck Associates Corporation (14,962,561 (12.13%)).

Yes. Completion of the proposed Arrangement is also conditional upon approval by Alacer Shareholders of the Alacer Arrangement Resolution at the Alacer Meeting which is scheduled to be held on July 10, 2020. Q. What if I have other questions? A. If you have any questions regarding the SSR Meeting, please contact Computershare at 1-800- 564-6253 (toll free in Canada and the United States) between the hours of 8:30 a.m. and 8:00 p.m. (Toronto time) or 514-982-7555 (international direct dial) or the strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by telephone at 1-888-518-1557 (tollfree in North America) or 416-867-2272 (for collect calls outside of North America) or by email at contactus@kingsdaleadvisors.com.

If you have any questions regarding the SSR Meeting, please contact Computershare at 1-800- 564-6253 (toll free in Canada and the United States) between the hours of 8:30 a.m. and 8:00 p.m. (Toronto time) or 514-982-7555 (international direct dial) or the strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by telephone at 1-888-518-1557 (tollfree in North America) or 416-867-2272 (for collect calls outside of North America) or by email at contactus@kingsdaleadvisors.com.