United States securities and exchange commission logo
May 2, 2022
Alison White
Chief Financial Officer
SSR Mining Inc.
7001 E. Belleview Avenue, Suite 800
Denver, CO 80237
Re: SSR Mining Inc.
Form 10-K for the
fiscal year ended December 31, 2021
Filed February 23,
2022
File No. 001-35455
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Form 8-K
Filed February 23,
2022
File No. 001-35455
Dear Ms. White:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2021
Item 2. Properties, page 43
1. Summary disclosure
should include a summary of all properties including material and
non-material properties
pursuant to Item 1303(a) of Regulation S-K. In a section
identified as "Summary
Disclosure" please revise to include the required information
under Item 1303(b) of
Regulation S-K for all properties.
2. Please revise your
individual property disclosure to include the following information for
each material property
pursuant to Item 1304(b) of Regulation S-K:
The location,
accurate to within one mile, using an easily recognizable coordinate
Alison White
FirstName LastNameAlison White
SSR Mining Inc.
Comapany
May 2, 2022NameSSR Mining Inc.
May 2,
Page 2 2022 Page 2
FirstName LastName
system.
The total cost for or book value of the property and its
associated plant and
equipment.
3. Resource and reserve disclosure is required for each material property
pursuant to Item
1304(d)(1) of Regulation S-K. Please include this information with
your individual
property disclosure or include a reference from within your individual
property disclosure
identifying where this information is located.
4. We note your disclosure on page 71 that your pler reserve is
reported on a 100% basis.
Please ensure all disclosure of mineral resources and reserves is only
for the portion of
resources or reserves attributable to your interest in the property as
required by Item
1303(b)(3)(iii) of Regulation S-K.
5. Please revise to include the disclosure required under Item 1304(e) of
Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 112
6. We note that you exclude fair value adjustments on acquired assets
related to the
acquisition of Alacer's inventories and mineral properties. Please
tell us in greater detail
how you determined that these are appropriate non-GAAP adjustments.
This comment
should also be applied to the presentation within your earnings
release filed on Form 8-
K.
Item 15. Exhibits
96.1, 96.2, 96.3, and 96.4, page 171
7. We note that your qualified person(s) has included language at the
beginning of each
technical report under the "Important Notice" heading that appears to
disclaim certain
information in the technical reports. For example, your qualified
person states that
information and data supplied has been assumed to be accurate and
complete. Another
statement under this heading indicates that the qualified person does
not warrant the
accuracy of estimates and approximations, and estimates and
approximations will be
prone to fluctuations. In order to comply with Item 1302(a)(1) of
Regulation S-K
disclosure of exploration results, mineral resources, and mineral
reserves must be based
on and accurately reflect information and supporting documentation
prepared by a
qualified person. Information should be reviewed and accepted by the
qualified person
and disclaimers are not permitted notwithstanding the specific
exceptions in which a
qualified person may rely. Please revise.
8. We note that you have combined a feasibility study and an initial
assessment into a single
technical report summary for your property in Turkey. Pursuant to the
definitions in Item
1300 of Regulation S-K an initial assessment and a feasibility study
are two different
types of technical studies and therefore should not be combined. Each
study must must
include the minimum sections identified under Item 601(96)(iii) of
Regulation S-K.
Alison White
FirstName LastNameAlison White
SSR Mining Inc.
Comapany
May 2, 2022NameSSR Mining Inc.
May 2,
Page 3 2022 Page 3
FirstName LastName
Please revise accordingly.
9. We note several instances in your technical reports referencing work
completed by other
individuals that have not been identified as qualified persons in the
technical report. For
example, page 92 of the Marigold technical report states that SSR has
prepared the
mineral resource estimate for Marigold and page 95 of the Puna
technical report states that
the Chinchillas mineral resource was developed by independent
consultant company Red
Pennant Geoscience. In order to comply with Item 1302 (a)(1) of
Regulation S-K,
disclosure of exploration results, mineral resources, and mineral
reserves must be based
on and accurately reflect information and supporting documentation
prepared by a
qualified person. A qualified person must review and accept this
information and provide
a statement to this effect in the particular section of the technical
report summary. Please
revise your technical reports as necessary.
10. Please revise your technical reports to include the following
information as required
by Item 601 (96)(iii) of Regulation S-K or, in the alternative, tell
us where this
information is located:
For pler Item 601 (96)(iii)(B)(8)(iv), (9)(iii), (10)(v),
(11)(vii), and (17)(vi).
For Marigold Item 601 (96)(iii)(B)(9)(iii), (10)(v), (11)(iii),
(11)(vii), (17)(vi), and
(18)(i) (accuracy level).
For Puna Item 601 (96)(iii)(B)(8)(iv) (for Pirquitas),
(9)(iii), (10)(v), (17)(vi), and
(18)(i) (accuracy level).
For Seabee Item 601 (96)(iii)(B)(8)(iv), (9)(iii), (10)(v),
(11)(iii), (11)(vii), (17)(vi),
and (18)(i) (accuracy level).
11. Please revise the "Reliance on Information Provided by the Registrant"
section of your
technical reports to identify the particular portions of the technical
report summary that
were prepared in reliance on information provided by the registrant
and the extent of the
reliance as required by Item 1302 (f)(2)(ii).
Form 8-K filed February 23, 2022
Exhibit 99.1
Fourth Quarter and Full Year 2021 Highlights, page 2
12. We note that you provide a full-year 2022 guidance range for All-in
Sustaining Costs
("AISC"). Given the lack of similar quantitative reconciliation
between the GAAP and
non-GAAP information, please clarify how your presentation satisfies
the requirements
outlined within Item 10(e)(1)(i)(A) of Regulation S-K. Reference is
also made to Question
102.10 of the Compliance and Disclosure Interpretations for Non-GAAP
Financial
Measures.
Alison White
SSR Mining Inc.
May 2, 2022
Page 4
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Jeffrey Lewis, Staff Accountant, at (202) 551-6216 or
Shannon
Menjivar, Accounting Branch Chief, at (202) 551-3856 if you have questions
regarding
comments on the financial statements and related matters. Please contact John
Coleman at (202)
551-3610 or Craig Arakawa at (202) 551-3650 with any other questions.
FirstName LastNameAlison White Sincerely,
Comapany NameSSR Mining Inc.
Division of
Corporation Finance
May 2, 2022 Page 4 Office of Real Estate
& Construction
FirstName LastName