SSR Mining : Proxy Statement

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April 12, 2024

Dear Shareholder:

We are pleased to invite you to the Annual and Special Meeting of the Shareholders of SSR Mining Inc., which will be held virtually on May 23, 2024 at 10:00 a.m. MDT (Denver).

We will be meeting in May with the Çöpler incident still very much our central focus. Our deepest sympathies and condolences are with the families, friends, colleagues and communities impacted by the incident.

While our Çöpler operations remain suspended and remediation efforts are underway, we continue to remain focused on the rest of the Company's operations. Every day, our people work tirelessly to continue to build a leading free cash flow- generative mining company that operates responsibly and sustainably. The talent, dedication, resilience, and ingenuity of our employees working towards this goal has shone through every step of the way.

We see that in efforts our people are making with the remediation at Çöpler, and we see it in the efforts made every day at each of our facilities. Over the last few months, what continues is the commitment to our core company values - People and Culture, Sustainability, Health, Safety and Risk, Business Excellence, Innovation and Growth. The strength of our values have never been more important as they underpin everything we do and support us in establishing the healthy, dynamic work culture necessary to achieve our vision, a culture where every employee feels safe, valued and empowered to make a positive impact at work.

The Annual and Special Meeting provides us with a valuable opportunity to consider matters of importance to the Company with Shareholders, and we look forward to your participation. The accompanying Notice of Annual and Special Meeting of Shareholders and Proxy Statement describes the business to be conducted at the meeting and provides information on SSR Mining Inc.'s approach to executive compensation and governance practices. We invest significant time and effort to ensure our compensation programs are competitive in the market and appropriately aligned with the achievement of business results and long-term Shareholder interests. Annually, we conduct a Shareholder outreach program and the disclosures contained in the accompanying Proxy Statement reflect feedback received during our outreach efforts.

Your participation in the affairs of the Company is important to us and we encourage you to vote your Shares.

If you have any questions about the information contained in this Proxy Statement or require assistance in voting your Shares, please contact Laurel Hill Advisory Group, our proxy solicitation agent, by calling toll-free at 1-877-452-7184 (for Shareholders in Canada or the United States) or 1-416-304-0211 (for Shareholders outside North America) or by e-mail at [e-mail]. If you are a holder of SSR Mining Inc.'s CHESS depositary interests in Australia, you can contact Laurel Hill Advisory Group by calling toll-free at 1-800-861-409 or by e-mail at [e-mail].

The Board of Directors and management look forward to your participation at the Annual and Special Meeting and thank you for your continued support.

Sincerely,

/s/ Rod Antal		/s/ A.E. Michael Anglin
Rod Antal		A.E. Michael Anglin
Executive Chairman		Lead Independent Director

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Date and Time:	May 23, 2024, 10:00 a.m. MDT (Denver)
Place:	The Annual and Special Meeting will be held as a virtual meeting via live webcast on the
	Internet. Because the meeting is completely virtual and being conducted via the Internet,
	shareholders will not be able to attend the meeting in person. You will be able to attend the
	Annual and Special Meeting, vote and submit your questions on the day of the meeting via the
	Internet by visiting https://meetnow.global/M2MZMTZ and entering the control number included
	on your proxy card.
Items of Business:	• To elect the directors named in this Proxy Statement, each to serve until the next annual
	meeting of shareholders and until their respective successors are elected and qualified,
	or until their earlier resignation or removal;

• To approve on an advisory (non-binding) basis, the compensation of the Company's named executive officers disclosed in this Proxy Statement;
• To approve, ratify and confirm the Company's 2024 Share Compensation Plan, as more particularly described and set forth in this Proxy Statement;
• To ratify the appointment of PricewaterhouseCoopers LLP, United States as our independent registered public accounting firm for fiscal year ending December 31, 2024;
• To transact other business that may properly come before the Annual and Special Meeting, or any adjournments or postponements thereof.

Record Date:	The Board of Directors set March 28, 2024 as the record date for the Annual and Special
	Meeting (the "Record Date"). Only shareholders of record at the close of business on the
	Record Date are entitled to receive notice of, and to vote at, the Annual and Special Meeting.
Voting:	Your vote is very important. Whether or not you plan to attend the Annual and Special
	Meeting virtually, we encourage you to read the Proxy Statement and submit your proxy or
	voting instructions as soon as possible. You can vote your shares electronically via the
	Internet, by telephone or by completing and returning the proxy card or voting instruction card if
	you requested paper proxy-related materials. Voting instructions are printed on your proxy card
	and included in the accompanying proxy statement. You can revoke a proxy at any time prior to
	its exercise at the Annual and Special Meeting by following the instructions in the Proxy
	Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual and Special Meeting: The Company is sending out proxy-related materials to Shareholders using the notice-and-access mechanism that came into effect on February 11, 2013 under National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer. Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials (such as proxy statements and annual financial statements) online rather than mailing paper copies of such materials to Shareholders. Our annual report on Form 10-K for the year ended December 31, 2023 and the 2024 Proxy Statement are available free of charge at www.ssrmining.com, and the Company's page on EDGAR (www.sec.gov/ edgar.shtml) and SEDAR+ (www.sedarplus.ca). You can also request copies of these documents by contacting the Company's transfer agent, Computershare Investor Services Inc. ("Computershare"), by telephone at 1-866-962-0498.

By order of the Board of Directors,

/s/ Michael J. Sparks

Michael J. Sparks

Corporate Secretary

April 12, 2024

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ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS CDI VOTING PROCESS

The 2024 Annual and Special Meeting (the "Annual Meeting") of holders of common shares ("Shareholders") of SSR Mining Inc. (the "Company") will be held virtually on May 23, 2024 at 10:00 a.m. MDT (Denver). The Annual Meeting provides Shareholders with an opportunity to participate directly in the affairs of the Company. Please see the accompanying Notice of Annual and Special Meeting for further details.

As the common shares of the Company are listed on the Australian Securities Exchange (the "ASX") in the form of CHESS Depositary Interests ("CDIs"), the Company would like to remind CDI holders of the particular requirements and restrictions that their votes will be subject to. Each CDI represents a beneficial interest in one common share of the Company. CDI holders do not actually own direct legal title to common shares, which is held for and on behalf of CDI holders by CHESS Depositary Nominees Pty Ltd. ("CDN"), a wholly owned subsidiary of ASX Limited. This structure exists because the Company is listed on a Canadian exchange with a right to have its securities traded on the ASX by way of CDIs.

This arrangement impacts how CDI holders can record their votes for the matters to be tabled at the Annual Meeting. As CDIs are technically rights to common shares held on behalf of CDI holders by CDN, CDI holders need to provide confirmation of their voting intentions to CDN before the Annual Meeting. CDN will then exercise the votes on behalf of CDI holders. If a CDI holder wishes to vote, they must register their vote with CDN by using the CDI Voting Instruction Form ("VIF") provided.

CDI holders who have questions about the information contained in this Proxy Statement or require assistance with voting can contact our proxy solicitation agent, Laurel Hill Advisory Group, for assistance by calling toll-free at 1-800-861-409 or by e-mail at [e-mail].

To have a CDI vote counted, CDI holders must return their completed VIF to CDN no later than 12:00 p.m. on May 20, 2024. This deadline has been set to allow CDN sufficient time to collate the votes of CDI holders and submit them to the Company no later than 5:00 p.m. MDT (Denver) on the second business day preceding the date of the Annual Meeting or any adjournment thereof.

The Company appreciates your support and your interest in the Company and looks forward to your continued support. The Company encourages CDI holders to lodge their votes ahead of the Annual Meeting in the manner specified above.

Yours Sincerely,

SSR MINING INC.

/s/ Rod Antal

Rod Antal

Executive Chairman

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TABLE OF CONTENTS

LETTER TO SHAREHOLDERS	i	PROPOSAL No. 3 - Approval and adoption of the Company's	30
NOTICE OF ANNUAL AND SPECIAL MEETING OF	ii	2024 Share Compensation Plan
SHAREHOLDERS			REPORT OF THE COMPENSATION & LEADERSHIP	33
CDI VOTING PROCESS	iii	DEVELOPMENT COMMITTEE
TABLE OF CONTENTS	iv	Shareholder Outreach	33
BUSINESS OF THE MEETING	1		Recommendations	33
Meeting Format	1		COMPENSATION DISCUSSION AND ANALYSIS	34
Record Date and Entitlement to Vote	1		Compensation Philosophy	34
Items of Business	1		Named Executive Officers	35
Voting Policies	2		Board Oversight and Compensation Governance	36
General Information	2		Compensation-Related Risk	37
Annual Report on Form 10-K and Additional Information	2		Compensation Decision-Making Process	37
Shareholder Engagement	3		Elements of Compensation	39
Communications with the Board	3		2023 Compensation Results	42
ENVIRONMENTAL, HEALTH, SAFETY,	4		Executive Share Ownership Guidelines	45
SUSTAINABILITY AND COMMUNITY			Employment Agreements	45
Commitment to Sustainability	4		EXECUTIVE COMPENSATION TABLES	46
Sustainability Report	4		Summary Compensation Table	46
Environment	4		Grants of Plan-Based Awards	47
Health and Safety	5		Outstanding Equity Awards at Fiscal Year-End	48
Community Relations	6		Option Exercises and Stock Vested	49
HUMAN CAPITAL MANAGEMENT	7		Securities Authorized for Issuance under Equity	49
PROPOSAL No. 1 - Election of Directors	9		Compensation Plan
ELECTION OF DIRECTORS	10		Pension Benefits and Nonqualified Deferred Compensation	49
Our Board of Directors	10		Tables
Board Leadership Structure	10		Potential Payments upon Termination or Change in Control	50
Lead Independent Director	10		CEO Pay Ratio	53
Skills Composition of the Board	11		Pay Versus Performance	53
CORPORATE GOVERNANCE	19		PROPOSAL No. 4 - Ratification of Appointment of	56
Board Tenure and Term Limits	19		Independent Registered Public Accounting Firm
Director Independence	20		REPORT OF THE AUDIT COMMITTEE	57
Criteria for Board Membership and Succession Planning	20		Risk Management and Conflicts of Interest	57
Inclusion and Diversity	21		Independent External Auditor	57
Performance of the Board	22		Recommendations	59
Director Orientation and Continuing Education	22		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL	60
Board Meetings	23		OWNERS AND MANAGEMENT
Board and Committee Chair Position Descriptions	23		Certain Beneficial Owners	61
Board Committees	23		CERTAIN RELATIONSHIPS AND RELATED PARTY	62
Bankruptcies; Corporate Cease Trade Orders	25		TRANSACTIONS
Procedures for Approval of Related Persons Transactions	26		Related Party Transactions	62
Delinquent Section 16 Reports	26		Interest of Certain Persons in Matters to be Acted Upon	62
Anti-Hedging Policy	26		Management Contracts	62
Ethics & Compliance Training	26		Indebtedness of Officers and Directors	62
DIRECTOR COMPENSATION	27		OTHER MATTERS	62
Non-Executive Director Share Ownership Guidelines	28		FORWARD-LOOKING INFORMATION	63
PROPOSAL No. 2 - Approval, on an Advisory (Non-Binding)	29		GENERAL VOTING MATTERS	64
Basis, of the Compensation of the Company's Named			Voting Rights	64
Executive Officers Disclosed in the 2024 Proxy Statement			How to Vote	64

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Revoking a Proxy	65		Non-Registered Shareholder Voting	69
Solicitation	65		Canada - Voting Instructions	70
Votes Required	65		Australia - Voting Instructions	70
Quorum	66		Appointment of a Third-Party as Proxy	71
Notice-and-Access	66		To Register your Proxyholder	71
Householding	66		Deadlines for Voting	72
Shareholder Proposals for the 2025 Annual Meeting of	66		Revoking your Proxy	72
Shareholders			Revocation of Voting Instruction Forms and Proxies	72
Future Annual Meeting Business	66		Additional Questions or Issues related to Voting your Shares	72
Voting Results	67		APPENDIX A - Non-GAAP Financial Measures	A-1
VOTING INSTRUCTIONS	68		APPENDIX B - Share Comp Plan	B-1
Registered Shareholder Voting	68		APPENDIX C - How to Participant in the Meeting Online	C-1
			PROXY CARD

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BUSINESS OF THE MEETING

The 2024 Annual and Special Meeting (the "Annual Meeting") of holders of common shares ("Shareholders") of SSR Mining Inc. ("SSR Mining," the "Company," "we," "us" and "our") will take place on May 23, 2024 at 10:00 a.m. MDT (Denver).

This Proxy Statement references policies, guidelines and other documents of the Company that are located on the Company's website. The information on our website, including specific documents we reference, are not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the United States Securities and Exchange Commission (the "SEC") on EDGAR or with Canadian regulatory authorities through SEDAR+.

Meeting Format

The Annual Meeting will be a completely virtual meeting of Shareholders through an audio webcast live over the Internet. There will be no physical meeting location. The Annual Meeting will only be conducted via an audio webcast. Please go to https://meetnow.global/M2MZMTZ to access and participate in the Annual Meeting. Any Shareholder may attend and listen live to the webcast of the Annual Meeting over the Internet at such website. Shareholders as of the record date may vote and submit questions while attending the Annual Meeting via the Internet by following the instructions listed on your proxy card. The webcast starts at 10:00 a.m. MDT, on May 23, 2024. We encourage you to access the Annual Meeting prior to the start time.

You may vote by telephone, over the Internet or by completing, signing, dating and returning your proxy card as soon as possible. For more information on how to attend and participate in the Annual Meeting online, please refer to the "General Voting Matters" and "Voting Instructions" sections of this Proxy Statement.

Shareholders or duly appointed proxyholders may submit questions during the Annual Meeting via the virtual meeting interface. Any questions regarding procedural matters or directly related to the motions before the Annual Meeting will be addressed after the presentation of all business items. All other questions will be addressed during the question and answer period at the conclusion of the formal part of the Annual Meeting. Specific instructions for accessing the webcast, submitting questions, or for technical support, please refer to "Appendix C: How to Participate in the Meeting Online" attached to this Proxy Statement.

Record Date and Entitlement to Vote

Only holders of the Company's common shares (the "Shares") as recorded in our stock register at the close of business on March 28, 2024 (the "Record Date"), may vote at the Annual Meeting. On March 28, 2024, there were 202,089,818 Shares issued and outstanding. As of the date of this Proxy Statement, the Company has not issued any shares of preferred stock, no Shares have multiple voting rights and there are no non-voting Shares. Each Share is entitled to one vote per Share on any matter submitted to a vote of our Shareholders.

Items of Business

		Voting
		Recommendation
Proposal 1:	To elect the directors named in this Proxy Statement, each to serve until the next	FOR each
	annual meeting of shareholders and until their respective successors are elected	nominee
	and qualified, or until their earlier resignation of removal.
Proposal 2:	To approve on an advisory (non-binding) basis, the compensation of the	FOR
	Company's named executive officers disclosed in this Proxy Statement.
Proposal 3:	To approve, ratify and confirm the Company's 2024 Share Compensation Plan,	FOR
	as more particularly described and set forth in this Proxy Statement.
Proposal 4:	To ratify the appointment of PricewaterhouseCoopers LLP, United States as the	FOR
	Company's independent registered public accounting firm for the fiscal year
	ending December 31, 2024.

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Aside from the aforementioned voting matters, the Company's board of directors ("Board of Directors" or the "Board") knows of no matters to be presented at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, Shares represented by all proxies received by the Board will be voted with respect thereto in accordance with the judgment of the persons appointed as proxies.

Voting Policies

Under the Company's majority voting policy, all general business matters to be considered at the Annual Meeting will each be determined by a majority of votes cast at the Annual Meeting by proxy or in person. General business matters include the election of each nominee proposed for election as a director of the Company in an uncontested election, the advisory say-on-pay vote, and the ratification of the Company's auditors, among other general business matters as set forth in the Company's articles.

Special business matters to be considered at the Annual Meeting will each be determined by two-thirds of votes cast at the Annual Meeting by proxy or in person. Special business matters include, but are not limited to, approval of mergers or business combinations and approval of amendments to the Company's articles.

General Information

Common Shares Outstanding

As of the close of business on March 28, 2024, there were 202,089,818 Shares outstanding. The Shares trade under the symbol "SSRM" on the Toronto Stock Exchange ("TSX") and the Nasdaq Stock Exchange ("NASDAQ"), and under the symbol "SSR" on the Australian Securities Exchange ("ASX").

Principal Holders of Voting Securities

Based on information available to the Company and to the knowledge of the directors and executive officers of the Company, other than those Shareholders identified in the "Security Ownership of Certain Beneficial Owners and Management" section of this Proxy Statement, no person, firm or Company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of the Company carrying more than 5% of the voting rights attaching to the total number of issued and outstanding Shares of the Company.

Currency

Unless otherwise specified, all dollar amounts herein are expressed in United States dollars. Canadian dollars will be designated as "C$." The rates of exchange, as reported by the Bank of Canada, on December 31, 2023 and March 28, 2024, were:

	December 29, 2023				March 28, 2024
US$	$1.00	$0.76		US$	$1.00	$0.74
C$	C$1.32	C$1.00		C$	C$1.36	C$1.00

Date of Information

Except as otherwise stated, the information contained herein is given as of March 28, 2024.

Annual Report on Form 10-K and Additional Information

A copy of our annual report on Form 10-K for the year ended December 31, 2023, as filed with the SEC, is available to Shareholders without charge upon written request directed to the Corporate Secretary of SSR Mining Inc. at 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237. The Company makes available on or through our website, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") as soon as reasonably practicable after filing. Such

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filings are also available, free of charge, through the SEC's EDGAR system and on the Company's profile on SEDAR+.

Additional information relating to SSR Mining is available on our website at www.ssrmining.com, and under the Company's profile on EDGAR (www.sec.gov/edgar.shtml) and on SEDAR+ (www.sedarplus.ca). Financial and other information of SSR Mining is provided in its audited consolidated financial statements and management's discussion and analysis for the financial year ended December 31, 2023, and in our annual report of Form 10-K which can be found under our profile on SEDAR+ and will be sent without charge to any security holder upon request by contacting the Corporate Secretary of SSR Mining Inc. at 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237, or by telephone at [phone].

Shareholder Engagement

Shareholder outreach is conducted at least annually in an effort to maintain an open and ongoing dialogue with our Shareholders and understand their expectations. Following the publishing of our proxy statement and prior to the annual meeting, we regularly engage directly with Shareholders to discuss our compensation methodology and/or other subjects.

Shareholder outreach is generally conducted by the chair of our Compensation and Leadership Development Committee (the "Compensation Committee") and our Chief Legal and Administrative Officer, but other members of management and our independent directors participate in these meetings as appropriate to the subject matter of the discussion. In 2023, we engaged with a number of Shareholders who responded to our invitation and discussions generally focused on our compensation programs, governance and diversity. The feedback gathered in these meetings was brought back to the Board for consideration.

We also offer a variety of other forums and opportunities to interact and communicate with our Shareholders, including our quarterly earnings calls, investor meetings, industry conferences, press releases, regulatory filings, the Proxy Statement, the Annual Meeting, and a direct investor relations phone line.

Communications with the Board

The Board welcomes engagement with our Shareholders. Our Shareholders or other non-affiliated persons may communicate with our Board or individual directors by mail addressed to the Board or an individual director c/o SSR Mining Inc., 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237, Attn: Chief Legal and Administrative Officer. Communications from our Shareholders will be forwarded to the Board or the appropriate director on a timely basis. While all Board members are not required to attend the Annual Meeting, at least one Board member will be in attendance at the Annual Meeting to discuss any concerns and answer any questions from Shareholders. Mr. Anglin, Mr. Antal, Mr. Bates, Mr. Booth, Mr. Fish, Ms. Fisher, and Ms. Priestly attended our 2023 annual meeting of Shareholders.

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ENVIRONMENTAL, HEALTH, SAFETY,

SUSTAINABILITY AND COMMUNITY

On February 13, 2024, the Company suspended all operations at its Çöpler property as a result of a significant slip on the heap lead pad (the "Çöpler Incident"). Containment and remediation efforts are ongoing, which are being directed by the Turkish government and supported by the Company. The heap leach processing used at the Çöpler mine incorporates a number of chemical properties, including sodium cyanide and other reagents. The Turkish government is conducting environmental monitoring of surface water, groundwater, soil and air quality in the region with respect to potential contamination. Public comments from the Turkish government indicate that, to date, the testing results have been negative with respect to potential contamination in the locations being monitored. These results are preliminary and additional testing will be conducted in the surrounding area. For further information about the Çöpler Incident, see the Company's Annual Report on For m10-K filed with the SEC on February 27, 2024.

Commitment to Sustainability

Our vision is to deliver sustainable value for all stakeholders through responsible mining. People and the environment are our most important resources, and we are committed to safeguarding them both now and for the future. We recognize the catalyst role our operations can play in local communities and commit to leaving a positive legacy. We take a long-term view of our sustainability responsibilities and are committed to having strong sustainability standards and targets, as well as plans, procedures and metrics in place, to ensure our commitments are met.

At SSR Mining, ultimate responsibility for our sustainability programs and performance sits with the Board of Directors. The Board is supported in this regard by the Technical, Safety and Sustainability Committee (the "TSS Committee"), which monitors and reviews our practice and performance in areas of safety, community and environmental management (including water management and climate change). The TSS Committee meets formally at least four times a year, with additional meetings held as required. The charter of the TSS Committee is available on our website.

Sustainability is also a key responsibility for our executive and site teams. Our approach to sustainability is underpinned by the principle of collective responsibility and a belief that every employee must contribute to achieving our sustainability commitments. To reflect our commitment to sustainability, for employees eligible to receive annual short-term incentive compensation, a material component of the annual short-term incentive compensation performance metrics for the business are linked to the achievement of environmental, health, safety and sustainability ("EHS&S") targets across the business.

We also expect our suppliers to respect our commitment to sustainability and the principles outlined in our Code of Conduct, a copy of which is available on the Company's website at www.ssrmining.com. We also encourage our major suppliers to be certified to industry best practice standards and require evidence that they have health and safety management plans in place.

Sustainability Report

The Company publishes an ESG and Sustainability Report that sets out in detail the Company's EHS&S initiatives and policies, including our approach to ESG. A copy of the latest SSR Mining ESG and Sustainability Report can be found on our website at: http://www.ssrmining.com/corporate_responsibility. Shareholders are encouraged to read our full ESG and Sustainability Report for more detailed information.

Environment

Being responsible environmental stewards is a critical part of our business. By using natural resources, water and energy efficiently, recycling waste, and working to protect biodiversity, we expect to be able to deliver long term

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