SSR Mining Inc. (TSX:SSRM) entered into a definitive agreement to acquire Alacer Gold Corp. (TSX:ASR) in a merger of equals transaction for CAD 2.5 billion on May 10, 2020. Pursuant to the transaction, the shareholders of Alacer will receive 0.3246 shares of SSR Mining for each Alacer share held. 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, including non-solicitation of alternative transactions and a right to match superior proposals. At closing, the shareholders of SSR Mining and Alacer will collectively own approximately 57% and 43% of SSR Mining, respectively, on an issued and outstanding share basis. Following completion of the arrangement, Alacer will be a wholly-owned subsidiary of SSR. The combined entity will continue as SSR Mining Inc. trading on TSX, NASDAQ and planned listing on ASX. The agreement includes a $70 million (CAD 98.3 million) reciprocal termination fee payable under certain circumstances. The combined entity will be led by Rod Antal as President and Chief Executive Officer (CEO) and Michael Anglin as Chairman. Following the completion of the transaction, the new Board of Directors will be comprised of 5 directors from each of the current SSR Mining and Alacer's Boards of Directors for a total of 10 directors, including the Chief Executive Officer. The combined entity will be headquartered in Denver, Colorado with a corporate office in Vancouver, British Columbia.

The transaction is subject to approval of at least 66-2/3% of the votes cast by the shareholders of Alacer at a special meeting, regulatory along with Investment Canada approval, competition law approval in Turkey and court approvals, approval and other customary closing conditions and reciprocal due diligence site visits completed in February/early March 2020. The issuance of shares by SSR Mining under the agreement is also subject to the approval of the majority of votes cast by the shareholders of SSR Mining at a special meeting. The deal is also conditioned on Alacer's shareholders having not have validly exercised dissent rights in connection with the arrangement with respect to more than 10% of the issued and outstanding shares. The TSX and the Nasdaq shall have conditionally approved the listing thereon of the consideration shares, subject only to the customary listing conditions of the TSX and the Nasdaq, as applicable. The special shareholder meetings of Alacer and SSR Mining will be held on July 10, 2020. 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 favor of the transaction. As of June 25, 2020, Institutional Shareholder Services and Glass Lewis & Co. recommended that shareholders of each SSR Mining and Alacer Gold vote in favor of the transaction. National Bank Financial Inc. and TD Securities Inc. have provided fairness opinions to the Board of Directors and the Special Committee of independent directors of SSR Mining, respectively, stating that 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 to the Board of Directors of Alacer stating that the consideration to be received by the shareholders of Alacer under the transaction is fair, from a financial point of view, to shareholders of Alacer. Officers and directors of SSR Mining have entered into voting and support agreements with Alacer agreeing to vote their shares in favor 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 favor of the transaction. SSR Mining and Alacer has obtained an interim order from the Supreme Court of Yukon on June 2, 2020 in connection with the transaction. The Court hearing in respect of the final order is expected to take place on July 15, 2020. As of June 30, 2020 Australian Securities Exchange (the “ASX”) has granted SSR Mining conditional approval to be admitted to the official list of the ASX and SSR Mining CHESS Depositary Interests (CDIs) to be officially quoted on the ASX. Following the closing of the arrangement, it is expected that the new SSR Mining CDIs will initially trade on the ASX on a deferred settlement basis for approximately four to five trading days. Following which SSR Mining CDIs will be issued and trading on a normal settlement basis. As of July 10, 2020, the transaction was approved by the shareholders of Alacer at the special meeting of its shareholders. SSR Mining shareholders approved the issuance of common shares to complete the transaction at SSR Mining's special meeting of shareholders. As of July 17, 2020, the transaction has obtained a final order from the Supreme Court of Yukon approving the transaction. As per filing on September 11, 2020, transaction received the final regulatory clearance required to close the deal. Closing of the transaction is expected in the third quarter of 2020. As per filing on September 11, 2020, the transaction is expected to close on September 16, 2020. The transaction is approximately neutral to NAVPS based on average of street consensus estimates for both companies.

Morten Eisenhardt of National Bank Financial Inc. and TD Securities Inc. acted as fairness opinion providers for SSR Mining. Scotia Capital Inc. and David Shaver and Michael Boyd of CIBC World Markets Inc. acted as fairness opinion providers for Alacer. National Bank Financial Inc. acted as financial advisor and Pavan Jawanda, Kim Brown, Jason Gudofsky, Raj Juneja and Roger Taplin of McCarthy Tétrault LLP and Khaled Abdel-Barr of Lawson Lundell LLP acted as legal advisors to SSR Mining. Rick McCreary and Dorian Cochran of TD Securities Inc. acted as financial advisor to the Special Committee of independent directors of SSR Mining. Don Robertson and Elian Terner of Scotiabank acted as financial advisor and D Arcy Nordick and Mike Devereux, Dean Kraus, Mike Kilby, Alexander Rose, Eliot N. Kolers, Kris Noonan and Natasha VandenHoven of Stikeman Elliott LLP acted as legal advisors to Alacer. Tony Wassaf from Jones Day (Australia) acted as counsel to SSR Mining Inc. in the transaction. Pablo A. Artagaveytia and Leonardo G. Rodríguez of Marval, O'Farrell & Mairal acted as legal advisors to Alacer Gold Corp. Ignacio J. Randle, Alejandro María Massot and Gastón Arcal of Randle Legal acted as legal advisors to SSR Mining Inc. Davis Graham & Stubbs LLP and Robertson Stromberg Pedersen LLP acted as legal advisor to Alacer Gold. Kingsdale Advisors acted as the information agent for both SSR Mining and Alacer and will receive a fee of CAD 0.1 million each from both. Computershare Investor Services Inc. acted as transfer agent for SSR. AST Trust Company (Canada) acted as transfer agent and depositary for Alacer.

SSR Mining Inc. (TSX:SSRM) completed the acquisition of Alacer Gold Corp. (TSX:ASR) in a merger of equals transaction on September 16, 2020. The combined company board consists of Michael Anglin as Chairman, Rod Antal, Thomas Bates, Brian Booth, Edward Dowling, Simon Fish, Alan Krusi, Beverlee Park, Kay Priestly and Elizabeth Wademan. Regarding the executive team, Rod Antal holds the position of President & Chief Executive Officer of SSR Mining and the executive team includes, Stewart Beckman, EVP, Chief Operating Officer, F. Edward Farid, EVP, Chief Corporate Development Officer, Gregory Martin, EVP, Chief Financial Officer, Michael Sparks, EVP, Chief Legal & Administrative Officer. The transaction received all the receipt of all regulatory approvals and the satisfaction of all closing conditions. Richard Steinberg of Fasken Martineau DuMoulin LLP acted as legal advisor to Scotia Capital Inc acted as fairness opinion provider to Alacer Gold Corp.