Form 8-K

8-K — SSR MINING INC.

Accession: 0000947871-26-000355

Filed: 2026-03-26

Period: 2026-03-24

CIK: 0000921638

SIC: 6795 (MINERAL ROYALTY TRADERS)

Item: Entry into a Material Definitive Agreement

Item: Material Impairments

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ss6114560_8k.htm (Primary)

EX-10.1 — SHARE PURCHASE AGREEMENT (ss6114560_ex1001.htm)

EX-99.1 — NEWS RELEASE (ss6114560_ex9901.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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0000921638

2026-03-24

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

March 24, 2026

SSR Mining Inc.

(Exact name of Registrant as Specified in Its Charter)

British Columbia

(State or Other Jurisdiction of Incorporation)

001-35455

(Commission File Number)

98-0211014

(I.R.S. Employer Identification No.)

6900 E. Layton

Ave., Suite 1300, Denver, Colorado USA 80237

(Address of principal executive offices) (zip code)

(303) 292-1299

(Registrant’s telephone number, including area

code)

Not Applicable

(Former Name or Former Address, if Changed Since Last

Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously

satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Shares without par value

SSRM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act

of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

ITEM 1.01. Entry Into a Material

Definitive Agreement.

On March 3,

2026, SSR Mining Inc., a British Columbia corporation (the “Company”), announced that it had entered into a binding memorandum

of understanding (the “MoU”) with Cengiz Holding A.Ş. (“Cengiz Holding”) to sell its 80% ownership interest

in the Çöpler mine and related properties in Türkiye (collectively, “Çöpler”) for $1.5 billion

(the “Purchase Price”) in cash.

As contemplated

by the MoU, on March 24, 2026, the Company, its wholly owned subsidiary Alacer Gold Corp. S.à r.l. (the “Seller”),

and Cengiz Holding entered into a share purchase agreement (the “Purchase Agreement”) pursuant to which Cengiz Holding agreed

to acquire or have an affiliate acquire all of the issued and outstanding shares of Alacer Gold Madencilik A.Ş., a wholly owned subsidiary

of the Company through which the Company holds its interest in Çöpler, for a purchase price of $1.5 billion (subject to adjustments

for certain cash, indebtedness and net working capital balances as well as for certain other amounts owed to third parties at

the time of the closing) (the “Transaction”). The Transaction excludes the Company’s interests in the Hod Maden development

project. The Purchase Price is payable in U.S. dollars at closing.

The Purchase

Agreement contains representations from the Seller limited to its ownership of Çöpler, its ability to enter into the Purchase

Agreement and related agreements and other matters. The closing of the Transaction is expected to occur on or before July 22, 2026, and

will be subject to receipt of regulatory approval from the Turkish General Directorate of Mining and Petroleum Affairs as well as other

consents and approvals that may be required in connection with the Transaction, and other customary closing conditions. The Purchase Agreement

contains customary termination rights for failure to obtain required consents or material breach by another party. The Purchase Agreement

supersedes the MoU in all respects.

The Purchase

Agreement contemplates the execution of a transition services agreement that will set forth certain services to be provided by the Company

(or an affiliate) to the Çöpler business for a transition period following the closing of the Transaction.

As had been

contemplated by the MoU, Cengiz Holding has deposited an amount of $100 million in escrow, which will be credited against the purchase

price at the closing or refundable (in full or partially) in certain limited circumstances.

The foregoing

description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of

the Purchase Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.06.

Material Impairments.

In connection

with the Transaction described in Item 1.01 of this Current Report on Form 8-K, on March 24, 2026, the Company determined that

it expects to incur a non-cash charge between approximately $310 million and $340 million, as a result of the Purchase Price compared

to the estimate of the current net asset value of the Çöpler mine. The Company expects that the non-cash charge will be recorded

in the quarter ending March 31, 2026. The Çöpler mine will be classified as held for sale in the balance sheet as of

March 31, 2026, and will be treated as a discontinued operation. The estimated non-cash charge reflects the Company’s best

estimate as of the date of this Current Report on Form 8-K; however, the Company continues to evaluate the amount of the charge.

Item 7.01.

Regulation FD Disclosure.

On March 25,

2026, the Company issued a news release announcing the entering into of the Purchase Agreement, a copy of which is furnished as Exhibit

99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information

presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished and shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,

as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific

reference in such a filing.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description of Exhibit

10.1*

Share Purchase Agreement, dated March 24, 2026, among SSR Mining Inc., Alacer Gold Corp. S.à r.l. and Cengiz Holding A.Ş.

99.1

News Release, dated as of March 25, 2026, announcing SSR Mining Inc. entering into a binding share purchase agreement to sell its ownership in the Çöpler mine

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the U.S. Securities and

Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as

amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SSR MINING INC.

By:

/s/ Eric Gunning

Name: Eric Gunning

Title: General Counsel and Corporate Secretary

Dated: March 26, 2026

EX-10.1 — SHARE PURCHASE AGREEMENT

EX-10.1

Filename: ss6114560_ex1001.htm · Sequence: 2

____________________

SHARE PURCHASE AGREEMENT

____________________

by and among

ALACER GOLD CORP. S.À R.L.,

CENGIZ HOLDING A.Ş.

and

SSR MINING INC.

Dated as of March 24, 2026

TABLE OF CONTENTS

Page

Article I

Definitions

Section 1.1 Certain Defined Terms

Section 1.2 Interpretation and Rules of Construction

Article II

Purchase and Sale

Section 2.1 The Sale

Section 2.2 The Purchase Price

Section 2.3 Closing

Section 2.4 Closing Deliveries

Section 2.5 Determination of the Post-Closing Total Financial Adjustment Amount

Article III

Warranties of the Seller

Section 3.1 Organization and Authority of the Seller

Section 3.2 Organization and Existence of the Acquired Companies

Section 3.3 Title; Capitalization of the Acquired Companies

Section 3.4 Brokers

Section 3.5 Anti-Corruption, AML, and Sanctions

Article IV

Warranties of the Purchaser

Section 4.1 Organization and Authority of the Purchaser

Section 4.2 Financing

Section 4.3 Brokers

Section 4.4 Anti-Corruption, AML, and Sanctions.

Article V

Covenants

Section 5.1 Conduct of Business

Section 5.2 Access to Information

Section 5.3 Confidentiality

Section 5.4 Regulatory Approvals

Section 5.5 Retained Names

Section 5.6 Director and Officer Indemnification

Section 5.7 Termination of Related Party Transactions

Section 5.8 Consents

Section 5.9 Retention of Claims

Section 5.10 Services Agreement

Article VI

Conditions to Closing

Section 6.1 Conditions to Obligations of Each Party

Section 6.2 Conditions to Obligations of the Purchaser

Section 6.3 Frustration of Closing Conditions

Article VII

Survival; Exclusion of Liability and Release

Section 7.1 Survival of Warranties and Covenants

Section 7.2 Exclusion of Liability and Release

Article VIII

Termination

Section 8.1 Termination

Section 8.2 Treatment of Escrow Funds Amount

Section 8.3 Effect of Termination

Article IX

Seller Parent Guarantee

Section 9.1 Seller Parent Guarantee

Article X

General Provisions

Section 10.1 Payments

Section 10.2 Expenses

Section 10.3 Notices

Section 10.4 Public Announcements

Section 10.5 Severability

Section 10.6 Entire Agreement

Section 10.7 Assignment

Section 10.8 Amendment

Section 10.9 Waiver

Section 10.10 No Third-Party Beneficiaries

Section 10.11 Governing Law

Section 10.12 Arbitration

Section 10.13 Specific Performance

Section 10.14 Non-Recourse

Section 10.15 Counterparts

SCHEDULES

Schedule 1.1 Acquired Subsidiaries

Schedule 3.3(b) Acquired Subsidiaries Equity Interests

Schedule 5.1 Exceptions to Conduct of Business

Schedule 6.1(a)(i) Required Governmental Consents

Schedule 6.1(a)(ii) Required Third Party Consents

Schedule 10.1 Seller Bank Account

EXHIBITS

Exhibit A Memorandum of Understanding

Exhibit B Total Financial Adjustment Amount Calculation

Form

Exhibit C Form of Assignment and Assumption Agreement

iii

TABLE OF DEFINED TERMS

Accounting

Firm’s Report

Outside

Date

Acquired

Companies

Parties

Acquired

Subsidiaries

Party

Affiliate

Person

Agreement

Post-Closing

Total Financial Adjustment Amount Calculation Form

Alacer

Gold Holdings

Pre-Closing

Period

AML

Purchase

Price

Anagold

Purchased

ATF

Purchaser

Business

Day

Purchaser

AcquireCo

Cengiz

Holding

Purchaser

Covered Persons

Closing

RCS

Closing

Date

Released

Parties

Closing

Payment

Representatives

Company

Resolution

Period

Confidentiality

Agreement

Retained

Affiliates

Contract

Retained

Claims

Çöpler

Incident

Retained

Names

Data

Room

Review

Period

Deposit

Rules

Disclosure

Exceptions

Sale

Disputed

Items

Sanctions

Equity

Interests

Seller

Escrow

Agent

Seller

Covered Persons

Escrow

Agreement

Seller-Determined

Total Financial Adjustment Amount

Escrow

Funds Amount

Services

Agreement

Governmental

Authority

Transfer Agreement

Governmental

Order

SSR

Mining

IFRS

SSR

Signing Representations

Law

Subsidiary

Legal

Proceeding

Tax

Liabilities

Taxes

Lien

Total

Financial Adjustment Amount

MoU

Total

Financial Adjustment Amount Calculation Form

Neutral

Accounting Firm

Unpaid

Pre-Closing Fine Amount

Notice

of Disagreement

Unresolved

Objections

OFAC

Updated

Total Financial Adjustment Amount Calculation Form

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT,

dated as of March 24, 2026 (this “Agreement”), has been entered into by and among Alacer Gold Corp. S.à r.l.,

a limited liability company (société à responsabilité limitée) organized under the laws of the

Grand Duchy of Luxembourg with registered office at 5, Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg, and registered with

the RCS under number B174377 (the “Seller”), Cengiz Holding A.Ş., a joint stock corporation (anonim şirket)

organized under the laws of the Republic of Türkiye (“Cengiz Holding” or the “Purchaser”),

and SSR Mining Inc., a corporation organized under the laws of the Province of British Columbia (“SSR Mining”). The

Purchaser, the Seller and SSR Mining are herein collectively referred to as the “Parties” and each, individually, as

a “Party”.

RECITALS

WHEREAS, the Seller is the

owner of 5,866,800 shares (the “Purchased Shares”), par value TL 25 per share, of Alacer Gold Madencilik A.Ş.,

a joint stock corporation (anonim şirket) organized under the laws of the Republic of Türkiye (the “Company”);

WHEREAS, (i) on March 3,

2026, Cengiz Holding, SSR Mining and Alacer Gold Holdings Corp. S.à r.l., a limited liability company (société

à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg with registered office at

5, Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg, and registered with the RCS under number B174136 (the direct parent company

of the Seller) (“Alacer Gold Holdings”), entered into that certain binding Memorandum of Understanding (the “MoU”),

a copy of which is attached as Exhibit A, pursuant to which the Parties agreed that the Seller would sell, transfer and assign

to the Purchaser, and the Purchaser would purchase and acquire from the Seller, the Purchased Shares, and (ii) on March 16,

2026, in accordance with the terms of the MoU, the Purchaser deposited $100,000,000 as a deposit (the “Deposit”) with

respect to the transactions contemplated by the MoU and this Agreement pursuant to an Escrow Agreement, dated as of March 12, 2026

(the “Escrow Agreement”), by and among SSR Mining (an indirect parent company of the Seller), Alacer Gold Holdings,

Cengiz Holding and The Law Debenture Trust Corporation p.l.c. (the “Escrow Agent”); and

WHEREAS, the Parties have

now entered into this Agreement to implement their agreements set forth in the MoU.

NOW, THEREFORE, in consideration

of the foregoing and the warranties, agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby

agree as follows:

Article I

Definitions

Section 1.1

Certain Defined Terms. For purposes of this Agreement, the following terms shall have the following meaning:

“Acquired Companies”

means the Company and the Acquired Subsidiaries.

“Acquired Subsidiaries”

means the entities set forth on Schedule 1.1.

“Affiliate”

means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls,

is controlled by, or is under common control with, such specified Person. The word “control” (including the terms “controlled

by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the

possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of

the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor,

by contract, credit arrangement or otherwise.

“Anagold”

means Anagold Madencilik Sanayi ve Ticaret A.Ş., a joint stock corporation (anonim şirket) organized under the laws

of the Republic of Türkiye and an Acquired Subsidiary.

“Business Day”

means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in London, England,

Istanbul, Turkey, or Luxembourg, Grand Duchy of Luxembourg.

“Contract”

means any written contract, agreement, instrument, license, sublicense, lease, sublease, commitment or purchase order.

“Çöpler

Incident” means the significant slip on the heap leach pad that occurred at the Çöpler gold mine on or about February 13,

2024.

“Data Room”

means the virtual data room entitled “Project Crescent” made available by the Seller on a platform hosted by DFIN Venue.

“Equity Interests”

means, with respect to any Person, (a) any shares of common stock or preferred stock (or any series thereof), any ordinary shares

or preferred shares and any other equity securities, capital stock of such Person or any partnership, limited liability company, membership

or similar interests in such Person, (b) any securities that are directly or indirectly convertible, exchangeable or exercisable

into any such stock, shares, securities or interests, including any option, warrant or other right that would entitle any other Person

to acquire any such stock, shares, securities or interests in such Person or (c) or any right that entitles any other Person to

share in the equity, profits, earnings, losses or gains of such first Person (including stock appreciation, phantom stock, profit participation

or other similar rights), in each case, however described and whether voting or non-voting.

“Escrow Funds Amount”

means the amount of the Deposit plus any interest accrued thereon.

“Governmental Authority”

means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority,

agency or commission or any court or arbitral tribunal.

“Governmental Order”

means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“IFRS”

means the International Financial Reporting Standards as issued by the International Accounting Standards Board and in effect from time

to time.

“Law”

means any statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law) of any Governmental

Authority.

“Legal Proceeding”

means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

“Liabilities”

means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, determined

or determinable, or known or unknown, including those arising under any Contract, Law, Legal Proceeding or Governmental Order.

“Lien”

means any mortgage, pledge, security interest, attachment, encumbrance, lien or charge of any kind or right of others of any similar nature

(excluding any (i) restrictions on transfer of securities imposed by applicable state, national or federal securities Laws and (ii) licenses

or other permissions to use intellectual property rights).

“Neutral Accounting

Firm” means Deloitte & Touche LLP or such other independent, internationally recognized public accounting firm to be mutually

agreed by the Purchaser and the Seller; provided that the team at such accounting firm dedicated to the transactions contemplated

by this Agreement shall be independent from the Purchaser, the Seller and their respective Affiliates.

“Person”

means any individual, corporation, partnership, firm, joint venture, association, joint enterprise, joint-stock company, trust, unincorporated

organization, Governmental Authority or other entity.

“RCS”

means the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg).

“Representatives”

means, with respect to any Person, such Person’s Affiliates and its and their respective directors, officers, employees, agents

and advisors.

“Retained Affiliates”

means each Affiliate of the Seller other than the Acquired Companies.

“Retained Claims”

means that certain outstanding environmental insurance claim made by Anagold against Ray Sigorta AS under the Environmental Liability

Insurance Policy (No. 303-72479040/4-0), which is reinsured by Scor’s Channel Syndicate 2015 pursuant to an Environmental Liability

Reinsurance (UMR BB0509BOWCI2350626), along with related excess environmental liability insurance policies in connection with the Çöpler

Incident (and any rights to pursue such insurance claim under such policies).

“Services Agreement”

means a transition services agreement, in a form mutually acceptable to the Parties, to be entered into at the Closing by and among the

Seller or one or more of its Retained Affiliates, on the one hand, and one or more Acquired Companies, on the other hand, pursuant to

which, following the Closing, to the extent needed, Retained Affiliates will continue to perform certain services to the Acquired Companies.

“Share Transfer

Agreement” means the share transfer agreement, in a customary form reasonably acceptable to the Parties, to be executed at the

Closing by the Seller and the Purchaser for the sole purpose of assigning, transferring and conveying legal title to the Purchased Shares

from the Seller to the Purchaser (provided that such share transfer agreement shall, solely for purposes of acknowledging notice

of its execution, also be countersigned by the Company).

“SSR Signing Representations”

has the meaning ascribed to such term in the MoU.

“Subsidiary”

of any Person means any other Person of which (a) such first Person owns, at the time of determination, either directly or indirectly,

more than fifty percent (50%) of the outstanding voting stock of, or other equity interests in, such other Person, or (b) such first

Person or any Person referred to in clause (a) is a general partner (in the case of a partnership) or managing member (in the case

of a limited liability company).

“Tax”

or “Taxes” means (a) all U.S. and non-U.S. federal, state, local or foreign taxes, duties, levies, customs and

other similar fees, assessments and charges, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer,

franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance,

stamp, occupation, property and estimated taxes, and (b) all interest, penalties, fines, additions to tax or other additions that

may become payable in respect thereof, imposed by any Governmental Authority.

“Total Financial

Adjustment Amount” means, with respect to any particular time, the “Total Financial Adjustment Amount” to be calculated

in accordance with the Total Financial Adjustment Amount Calculation Form (i.e., the sum of all other line items in the right

column) with respect to such time; provided that the Total Financial Adjustment Amount shall be calculated applying the same accounting

principles, and shall include the same type of current assets and current liabilities, as the illustrative calculation of the Total Financial

Adjustment Amount and its components as of February 28, 2026, set forth in the left column of the Total Financial Adjustment Amount

Calculation Form.

“Total Financial

Adjustment Amount Calculation Form” means the form attached as Exhibit B (which sets forth, with respect to the

Acquired Companies, an illustrative calculation of the Total Financial Adjustment Amount and its components as of February 28, 2026,

determined on a consolidated basis).

“Unpaid Pre-Closing

Fine Amount” means an amount equal to the Company’s applicable pro rata portion of any fines, penalties or charges

legally assessed by the Turkish Ministry of Environment against Anagold prior to the Closing Date related to the Çöpler Incident,

in each case, to the extent any such fine or penalty remains unpaid as of the Closing. For purposes of this definition, pro rata

portion shall refer to the percentage of the common ownership interests held by the Company in Anagold.

Section 1.2

Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the

context otherwise requires:

(a)

when a reference is made to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or

an Exhibit or Schedule to, this Agreement unless otherwise indicated;

(b)

the table of contents and headings are for reference purposes only and do not affect in any way the meaning or interpretation

of this Agreement;

(c)

whenever the words “include”, “includes” or “including” are used, they are deemed to

be followed by the words “without limitation”;

(d)

the words “hereof”, “herein” and “hereunder” and words of similar import refer to this

Agreement as a whole and not to any particular provision of this Agreement;

(e)

all defined terms have the defined meanings when used in any certificate or other document made or delivered pursuant hereto,

unless otherwise defined therein;

(f)

the defined terms are applicable to the singular as well as the plural forms of such terms;

(g)

references to a Person are also to its successors and permitted assigns;

(h)

references to any statute shall be deemed to refer to such statute as amended from time to time (including any successor

statute) and to any rules or regulations promulgated thereunder;

(i)

references to “USD” and “$” and unqualified references to “dollars” refer to United

States dollars;

(j)

references to “day” or “days” are to calendar days;

(k)

the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and

(l)

when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant

to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period

is not a Business Day, the period shall end on the immediately following Business Day.

Article II

Purchase and Sale

Section 2.1

The Sale. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall

sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase, acquire, receive and accept from the Seller,

all of the Purchased Shares (together with any and all rights attached or accruing to the Purchased Shares, including the right to receive

dividends declared, but not paid prior, to the Closing), free and clear of any Liens (the “Sale”).

Section 2.2

The Purchase Price. The amount payable by the Purchaser at the Closing (the “Closing Payment”)

shall be an amount equal to (i) $1,500,000,000, plus (ii) the Seller-Determined Total Financial Adjustment Amount (which

may be a negative amount), minus (iii) the Unpaid Pre-Closing Fine Amount (if any). The purchase price (the “Purchase

Price”) for the Purchased Shares shall be an amount equal to the Closing Payment, as it may be adjusted, with respect to the

Total Financial Adjustment Amount, pursuant to Section 2.5(c).

Section 2.3

Closing.

(a)

The closing (the “Closing”) of the Sale shall take place (i) through the remote exchange of documents

at 8:00 am Central European Daylight Time on the day that is the third (3rd) Business Day following the satisfaction or waiver

of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing,

but subject to the satisfaction or waiver of all such conditions), or (ii) at such other time, date and place as the Seller and the

Purchaser may agree in writing. The date on which the Closing occurs is referred to herein as the “Closing Date”.

(b) No

more than ten (10) days prior to the Closing Date, the Seller shall deliver to the Purchaser an updated version of the Total

Financial Adjustment Amount Calculation Form (the “Updated Total Financial Adjustment Amount Calculation Form”)

setting forth the Seller’s reasonable and good faith determinations of the financial information of the type set forth in

Total Financial Adjustment Amount Calculation Form, including the Total Financial Adjustment Amount (the “Seller-Determined

Total Financial Adjustment Amount”), in each case, updated as of the end of the calendar month immediately prior to the

Closing or to the extent practicable as of the Closing Date. The Updated Total Financial Adjustment Amount Calculation Form (and the

Post-Closing Total Financial Adjustment Amount Calculation Form) shall be in accordance with IFRS (except as specifically noted

otherwise in the Total Financial Adjustment Amount Calculation Form) and shall be prepared using the same accounting principles as

those applied in the illustrative sample calculation in the Total Financial Adjustment Amount Calculation Form. For the avoidance of

doubt, the Parties acknowledge and agree that only certain assets, financial indebtedness and outstanding liabilities to vendors

engaged by the Acquired Companies are included in the Total Adjustment Amount Calculation Form and that the Updated Total Financial

Adjustment Amount Calculation Form (and the Post-Closing Total Financial Adjustment Amount Calculation Form and the calculation of

the Total Financial Adjustment Amount) will not include other items that are required to be disclosed as liabilities under financial

statements (including, without limitation, deferred income and mineral tax liabilities, anticipated reclamation and mine closure

costs or operating lease liabilities and finance lease liabilities necessary for the operation of the Çöpler mine).

Together with the delivery of the Updated Total Financial Adjustment Amount Calculation Form, the Seller shall give notice to the

Purchaser of the Unpaid Pre-Closing Fine Amount (if any) (and, if following such notification and prior to the Closing, the Unpaid

Pre-Closing Fine Amount changes, the Seller shall promptly notify the Purchaser of any such change).

Section 2.4

Closing Deliveries.

(a)

At the Closing, the Purchaser shall deliver to the Seller by wire transfer in immediately available funds an amount equal

to (i) the Closing Payment less (ii) any Escrow Funds Amount received by Alacer Gold Holdings or the Seller pursuant

to Section 2.4(e)(ii).

(b)

At or prior to the Closing, the Seller shall deliver to the Purchaser (or the Purchaser’s designees, as applicable):

(i)

a copy of the executed resolutions of the board of managers of the Seller approving the Sale and the execution by the Seller

of any necessary documents in relation to the sale and transfer of the Purchased Shares in accordance with this Agreement and any other

documents referred to in this Agreement as being required to be executed by the Seller upon Closing;

(ii)

a copy of the executed resolutions of the board of directors of the Company approving the Sale and the execution by the

Company of any necessary documents in relation to the purchase and transfer of the Purchased Shares from the Seller in accordance with

this Agreement and any other documents referred to in this Agreement as being required to be executed by the Company upon Closing;

(iii)

copies of resignation letters from, or other evidence of removal of, any director of any Acquired Company who is an employee

of the Seller or its Retained Affiliates;

(iv)

(A) a copy of the shareholders’ resolutions adopted by the Seller (as the sole shareholder of the Company) (I) acknowledging

and accepting the resignation of, and granting discharge to, each of the directors of the Company and (II) electing, with effect

as of the Closing Date, those persons as new directors of the Company who have been designated by the Purchaser to the Seller at least

three (3) Business Days prior to the Closing, and (B) copies of all applicable documents necessary to designate as directors of the Acquired

Subsidiaries (that the Company is entitled to designate pursuant to the applicable governing documents of such Acquired Subsidiaries)

any persons that are designated by the Purchaser to the Seller at least three (3) Business Days prior to Closing;

(v)

one or more share certificates (nama yazılı pay senedi) representing the Purchased Shares, duly endorsed

by the Seller, to ensure that the Purchaser becomes the legal owner of the Purchased Shares at the Closing;

(vi)

copies of the executed resolutions of the board of directors of the Company that are required to enable the Purchaser to

convene and hold a completion general assembly meeting;

(vii)

all statutory legal and accounting books and records of the Company and the Acquired Subsidiaries other than Tuncpinar Madencilik

Sanayi ve Ticaret A.Ş., including board of directors minutes ledger, general assembly minutes ledger and share ledger;

(viii)

all access credentials, user accounts, authorizations, and control over the Company’s and, to the extent in the possession

or control of the Seller and its Affiliates, the Acquired Subsidiaries’ electronic systems and platforms, including without limitation,

MERSİS, UETS; KEP and tax administration portals;

(ix)

a USB drive containing a copy of all of the contents of the Data Room as of the date falling two (2) Business Days prior

to the date of this Agreement;

(x)

a copy of the Services Agreement, duly executed by all of the parties thereto;

(xi)

a receipt for the Purchase Price received by the Seller; and

(xii)

all other documents as may be required under applicable Law and the Company’s articles of association for the due

completion of the Sale and the full transfer of the Purchased Shares to the Purchaser.

(c)

At the Closing, the Purchaser shall:

(i)

deliver a copy of the corporate approvals of the Purchaser approving the entry into the Agreement and authorizing the Closing

of the Sale and the performance of the Purchaser’s obligations under this Agreement;

(ii)

record the Company’s new shareholding structure in the Company’s share ledger; and

(iii)

procure that the Company duly adopts all necessary board resolutions in connection with the notifications to be made under

Articles 198 and 338 of the Turkish Commercial Code.

(d)

At the Closing, (i) the Seller and the Purchaser shall enter into the Share Transfer Agreement and (ii) the Seller

shall cause the Company to countersign the Share Transfer Agreement solely for purposes of acknowledging notice of its execution.

(e)

Concurrently with the Closing, SSR Mining and Cengiz Holding shall deliver instructions to the Escrow Agent to release the

Escrow Funds Amount to either (i) Cengiz Holding or (ii) if Cengiz Holding elects no later than two (2) Business Days prior

to the Closing by written notice to the Seller, (A) Alacer Gold Holdings, or (B) the Seller, if the Escrow Agreement has been amended

prior to the Closing to add the Seller as a party.

Section 2.5

Determination of the Post-Closing Total Financial Adjustment Amount.

(a)

Within 45 days following the Closing, the Purchaser shall deliver to the Seller a statement setting forth an updated version

of the Total Financial Adjustment Amount Calculation Form (such updated version, the “Post-Closing Total Financial Adjustment

Amount Calculation Form”) setting forth the Purchaser’s reasonable and good faith determinations of the financial information

of the type set forth in Total Financial Adjustment Amount Calculation Form, including the Purchaser’s determination of the Total

Financial

Adjustment Amount, in each case, updated as of the Closing. The Post-Closing Total Financial Adjustment Amount Calculation Form

and its components shall be prepared in a manner consistent with the Total Financial Adjustment Amount Calculation Form and the other

principles set forth in Section 2.3(b). If the Purchaser does not deliver the Post-Closing Total Financial Adjustment Amount

Calculation Form within the aforementioned 45-day period in accordance with this Section 2.5(a), then the Closing Payment

shall be deemed to be the Purchase Price and there will be no adjustment pursuant to this Section 2.5(a).

(b)

The following procedures shall apply with respect to the review of the Post-Closing Total Financial Adjustment Amount Calculation

Form:

(i)

The Seller shall have a period of 30 days following the date of receipt by the Seller of the Post-Closing Total Financial

Adjustment Amount Calculation Form for its review thereof (the “Review Period”). During the Review Period, the Purchaser

shall provide to the Seller and its Representatives reasonable access during normal business hours to relevant personnel and Representatives

of the Purchaser and its Affiliates (including the Acquired Companies), relevant financial information of the Acquired Companies and other

items reasonably requested by the Seller in connection with the Seller’s review of the Post-Closing Total Financial Adjustment Amount

Calculation Form and any dispute with respect thereto as contemplated by this Section 2.5. Notwithstanding anything to the

contrary in the foregoing, if there are any reasonable information requests made by the Seller which are outstanding as of the date that

is five (5) Business Days prior to the date on which the Review Period would expire, the Review Period will automatically extend to the

date that is five (5) Business Days after the last such request is reasonably satisfied.

(ii)

If the Seller does not deliver to the Purchaser a written statement (a “Notice of Disagreement”) describing

any objections the Seller has to the Post-Closing Total Financial Adjustment Amount Calculation Form (including reasonable detail of each

item or amount in dispute, along with reasonable detail of the basis therefor) on or before the final day of the Review Period (as it

may be extended), then the Seller shall be deemed to have irrevocably accepted the Post-Closing Total Financial Adjustment Amount Calculation

Form, and the Total Financial Adjustment Amount set forth in the Post-Closing Total Financial Adjustment Amount Calculation Form delivered

to the Seller shall be deemed to be final and binding for purposes of the adjustment contemplated by Section 2.5(c). If the

Seller delivers to the Purchaser a Notice of Disagreement on or before the final day of the Review Period, then only those matters specified

in such Notice of Disagreement shall be deemed to be in dispute (such matters, the “Disputed Items”), and the Purchaser

and the Seller shall consult in good faith to attempt to resolve in writing the Disputed Items within thirty (30) days after the Purchaser’s

receipt of the Notice of Disagreement (the “Resolution Period”). During the Resolution Period, the Purchaser shall

grant the Seller and its Representatives the same access to its Affiliates’ relevant personnel and Representatives and relevant

financial information as during the Review Period. If the Purchaser and the Seller reach a resolution with respect to any Disputed Items

on or before the final day of the Resolution Period, then such resolution on such Disputed Items shall be final and binding among the

Parties, and if the Purchaser and the Seller reach a resolution on all Disputed Items, then the Total Financial Adjustment Amount so agreed

shall be final and binding for purposes of the adjustment contemplated by Section 2.5(c).

(iii)

If the Purchaser and the Seller do not reach a resolution of all Disputed Items by the end of the Resolution Period, then

the Seller and the Purchaser shall retain the Neutral Accounting Firm (including by executing a customary agreement with the Neutral Accounting

Firm in connection with its engagement) and submit any such unresolved Disputed Items (the “Unresolved Objections”)

to the Neutral Accounting Firm for resolution in accordance with this Section 2.5(b)(iii). If the accounting firm designated

in the definition of “Neutral Accounting Firm” declines or does not timely accept its engagement under this Section 2.5(b)(iii),

then each of the Seller and the Purchaser may request that the ICC International Centre for ADR appoints in accordance with the Rules

for the Appointment of Experts and Neutrals of the International Chamber of Commerce another nationally recognized accounting firm to

act as the Neutral Accounting Firm. The Neutral Accounting Firm shall be instructed to, and shall (A) make a final determination

on an expedited basis with respect to each of the Unresolved Objections (and only the Unresolved Objections, except to the extent that

the resolution of an Unresolved Objection has an implication on the determination of another item) that is (I) consistent with the

terms of this Agreement, (II) within the range of the respective positions taken by each of the Seller and the Purchaser, and (III) based

solely on written submissions by the Purchaser and the Seller with respect to the Unresolved Objections to the Neutral Accounting Firm

as soon as reasonably practicable after submission of the Unresolved Objections to the Neutral Accounting Firm, and presentations made

by each of the Purchaser and the Seller to the Neutral Accounting Firm; and (B) prepare and deliver to the Seller and the Purchaser

a written statement setting forth its final determination (and a reasonably detailed description of the basis therefor) with respect to

each Unresolved Objection (the “Accounting Firm’s Report”). The Seller and the Purchaser shall provide the Neutral

Accounting Firm with such financial and other relevant information of the Seller and the Purchaser (and their respective Affiliates) as

the Neutral Accounting Firm shall reasonably request for purposes of making its final determination with respect to the Unresolved Objections,

and the Seller and the Purchaser shall otherwise reasonably cooperate with the Neutral Accounting Firm in connection therewith. All information

(including any written submissions, presentation materials and answers to questions from the Neutral Accounting Firm) and correspondence

submitted by the Seller or the Purchaser to the Neutral Accounting Firm must be concurrently delivered to the other Party. Neither the

Purchaser nor the Seller, nor any of their respective Representatives, shall meet or discuss any substantive matters with the Neutral

Accounting Firm without the other party or its Representatives present or having the opportunity following at least three (3) Business

Days’ advance written notice to be present, either in person or by telephone or videoconference. The Seller and the Purchaser agree

that (x) the Neutral Accounting Firm’s determination with respect to each Unresolved Objection as reflected in the Accounting

Firm’s Report shall be deemed to be final, conclusive and binding among the Parties, (y) the Post-Closing Total Financial Adjustment

Amount Calculation Form, as modified by any changes thereto in accordance with the Accounting Firm’s Report (and, if applicable,

any resolutions on Disputed Items reached by the Parties pursuant to Section 2.5(b)(ii)), shall be deemed to be final, conclusive

and binding for purposes of the adjustment contemplated by Section 2.5(c) and (z) the procedures set forth in this Section 2.5

shall be the sole and exclusive remedy with respect to the final determination of the Total Financial Adjustment Amount. The dispute resolution

by the Neutral Accounting Firm under this Section 2.5(b)(iii) shall constitute an expert determination and shall not constitute

an arbitration.

(iv)

The Seller and the Purchaser shall each (A) pay their own costs and expenses incurred in connection with this Section 2.5

and (B) be responsible for the fees and expenses of the Neutral Accounting Firm in connection with this Section 2.5 on

a pro rata basis based upon the inverse of the degree (measured in Dollars) to which the Neutral Accounting Firm has accepted the

respective positions of the Seller and the Purchaser (which shall be determined by the Neutral Accounting Firm and set forth in the Accounting

Firm’s Report). For purposes of clarity, if the Neutral Accounting Firm determines that it accepted seventy percent (70%) of the

position of the Seller, then the Seller shall be responsible to pay thirty percent (30%) of the fees and expenses of the Neutral Accounting

Firm and the Purchaser shall be responsible to pay the remaining seventy percent (70%) of such fees and expenses.

(c)

Adjustments of the Closing Payment.

(i)

If the Seller-Determined Total Financial Adjustment Amount, as previously determined by the Seller pursuant to Section 2.3(b),

exceeds the Total Financial Adjustment Amount, as finally determined in accordance with the foregoing provisions of this Section 2.5,

by more than $100,000, then, within five (5) Business Days after the final determination of the Total Financial Adjustment Amount pursuant

to this Section 2.5, the Seller shall pay an amount equal to the entire amount by which the Seller-Determined Total Financial

Adjustment Amount exceeds the amount of the Total Financial Adjustment Amount, as finally determined in accordance with the foregoing

provisions of this Section 2.5.

(ii)

If the Total Financial Adjustment Amount, as finally determined in accordance with the foregoing provisions of this Section 2.5,

exceeds the Seller-Determined Total Financial Adjustment Amount, as previously determined by the Seller pursuant to Section 2.3(b),

by more than $100,000, then, within five (5) Business Days after the final determination of the Total Financial Adjustment Amount pursuant

to this Section 2.5, the Purchaser shall pay an amount equal to the entire amount by which the Total Financial Adjustment

Amount, as finally determined in accordance with the foregoing provisions of this Section 2.5, exceeds the Seller-Determined

Total Financial Adjustment Amount.

(iii)

If the Total Financial Adjustment Amount, as finally determined in accordance with the foregoing provisions of this Section 2.5,

neither exceeds the Seller-Determined Total Financial Adjustment Amount, nor falls short of the Seller-Determined Total Financial Adjustment

Amount, by more than $100,000, then there will be no adjustment pursuant to this Section 2.5(c) and the Closing Payment will

be deemed to be the Purchase Price.

Article III

Warranties of the Seller

The Seller hereby warrants

to the Purchaser that the following statements are true and correct as of the date hereof and as of the Closing Date (except to the extent

such warranties are stated to relate to a specified time, date or period, in which case such warranties only need to be true and correct

as of such specified time, date or period):

Section 3.1

Organization and Authority of the Seller. The Seller is a limited liability company (société à

responsabilité limitée) duly organized, validly existing and in good standing under the laws of the Grand Duchy of Luxembourg

and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate

the transactions contemplated hereby. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its

obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite

action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization,

execution and delivery by the Purchaser) this Agreement constitutes legal, valid and binding obligations of the Seller, enforceable against

the Seller in accordance with its terms, except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,

moratorium and other laws of general application affecting enforcement of creditors’ rights generally.

Section 3.2

Organization and Existence of the Acquired Companies. Each Acquired Company is an entity duly organized, validly

existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of

the jurisdiction of its organization.

Section 3.3

Title; Capitalization of the Acquired Companies.

(a)

The Seller has good and valid title to all Purchased Shares, free and clear of all Liens (other than Liens that will be

released at or prior to the Closing). The Purchased Shares constitute all of the Equity Interests in the Company. The Purchased Shares

have been duly authorized, validly issued, fully paid and are non-assessable and have not been issued in violation of any preemptive rights.

There are no voting trusts, irrevocable proxies or other Contracts to which the Seller is a party or is bound with respect to the voting

or consent of any of the Purchased Shares.

(b)

Schedule 3.3(b) sets forth (i) the jurisdiction of organization of each Acquired Subsidiary, (ii) the

issued and outstanding Equity Interests in each Acquired Subsidiary, and (iii) the record and beneficial owner thereof.

Section 3.4

Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission

in connection with the transactions contemplated by this Agreement for which any Acquired Company is responsible.

Section 3.5

Anti-Corruption, AML, and Sanctions. None of the Seller or, to the Seller’s knowledge, any of its Representatives

or any other Person acting for or on behalf of the foregoing (collectively, the “Seller Covered Persons”) is a target

of any sanctions administered or enforced by the United States government, including the Office of Foreign Assets Control (“OFAC”)

of the U.S. Department of the Treasury and the U.S. Department of State, the United Kingdom, the European Union (or any of its member

states) or the United Nations Security Council, or any other relevant sanctions authority with jurisdiction over the Seller (collectively,

“Sanctions”). The operations of the Seller have been conducted in compliance in all material respects with applicable

Sanctions, anti-corruption, anti-money laundering (“AML”) and anti-terrorism financing (“ATF”) Laws

of all jurisdictions in which it operates. Neither the Seller nor, to the Seller’s knowledge, any Seller Covered Person has offered,

promised, given, or authorized the offer, promise, or giving, of any compensation, payment or anything of value, directly or indirectly,

to any Person, including any government official, for the purpose of influencing or inducing any act or decision in connection with the

transactions contemplated by this Agreement, in each case, in violation of applicable anti-corruption laws, including the U.S. Foreign

Corrupt Practices Act.

Article IV

Warranties of the Purchaser

The Purchaser hereby warrants

to the Seller that the following statements are true and correct as of the date hereof and as of the Closing Date (except to the extent

such warranties are stated to relate to a specified time, date or period, in which case such warranties only need to be true and correct

as of such specified time, date or period):

Section 4.1

Organization and Authority of the Purchaser. The Purchaser is duly organized, validly existing and in good standing

under the laws of its jurisdiction of organization and has all necessary company power and authority to enter into this Agreement, to

carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Purchaser

of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions

contemplated hereby have been duly authorized by all requisite company action on the part of the Purchaser. This Agreement has been duly

executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes

legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as limited

by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

affecting enforcement of creditors’ rights generally.

Section 4.2

Financing. The Purchaser will have, at the Closing, cash sufficient to consummate the transactions contemplated by

this Agreement, including to pay the Purchase Price and any and all fees and expenses of the Purchaser related to the transactions contemplated

by this Agreement and to satisfy all of the other payment obligations of the Purchaser contemplated hereunder.

Section 4.3

Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission

in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser or any

of its Representatives.

Section 4.4

Anti-Corruption, AML, and Sanctions. None of the Purchaser or, to the Purchaser’s knowledge, any of its Representatives

or any other Person acting for or on behalf of the foregoing (collectively, the “Purchaser Covered Persons”) is a target

of any Sanctions. The operations of the Purchaser have been conducted in compliance in all material respects with applicable Sanctions,

anti-corruption, AML and ATF Laws of all jurisdictions in which it operates and no portion of the Purchase Price is derived from any activity

in violation of applicable Sanctions, anticorruption, AML or ATF Laws. Neither the Purchaser nor, to the Purchaser’s knowledge,

any Purchaser Covered Person has offered, promised, given, or authorized the offer, promise, or giving, of any compensation, payment or

anything of value, directly or indirectly, to any Person, including any government official, for the purpose of influencing or inducing

any act or decision in connection with the transactions contemplated by this Agreement, in each case, in violation of applicable anti-corruption

laws, including the U.S. Foreign Corrupt Practices Act.

Article V

Covenants

Section 5.1

Conduct of Business. From the date hereof and until the earlier of the Closing Date and the date on which this Agreement

is terminated pursuant to Article VIII (the “Pre-Closing Period”), except (w) as contemplated by this

Agreement (including Section 5.7), (x) as set forth in Schedule 5.1, (y) as required by applicable Law

or (z) as consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed):

(a)

the Seller shall cause the Acquired Companies to operate their business in the ordinary course of business (it being understood

that mining operations at the Çöpler gold mine have been suspended and only remediation and care and maintenance work has

been conducted at the Çöpler gold mine since the Çöpler Incident); provided that no action or inaction

by an Acquired Company with respect to any matters specifically addressed by any clause of Section 5.1(b) shall be deemed

a breach of this Section 5.1(a) unless such action or inaction would constitute a breach of such clause of Section 5.1(b);

and

(b)

the Seller shall not, and shall cause the Acquired Companies not to:

(i)

issue, split, combine, recapitalize, subdivide or reclassify any Equity Interests in any Acquired Company;

(ii)

adopt any amendments to the organizational documents of any Acquired Company;

(iii)

materially breach the terms of any licenses or permits of the Acquired Companies in a manner materially detrimental to the

Acquired Companies;

(iv)

merge or consolidate with any other Person, or restructure, reorganize or adopt a plan or agreement of liquidation, dissolution,

merger, consolidation or other reorganization;

(v)

enter into, modify or terminate any material contract or any contract affecting a material part of its business, other than

any contract involving aggregate payments of less than $100,000 over the remaining life of such contract;

(vi)

create a Lien in respect of any of the material assets of the Acquired Companies or give any guarantees or indemnities in

favor of a third party;

(vii)

hire or dismiss any key operational employees;

(viii)

borrow money or incur any indebtedness (other than shareholder loans that will be repaid or capitalized prior to the Closing

in accordance with Section 5.7);

(ix)

grant any loan, advance or capital contribution to any other Person;

(x)

initiate, discharge or settle any litigation, arbitration or dispute in which any Acquired Company is involved as a plaintiff

or defendant for an amount in excess of $100,000;

(xi)

declare, make or pay any dividend or other distribution;

(xii)

sell or acquire any material assets or business;

(xiii)

except with respect to the Taxes or any Tax return of any consolidated group of which the Company and the Seller are members

prior to the Closing: (I) make any material Tax election; (II) settle or compromise any material claim or assessment relating

to Taxes; (III) change (or request to change) any method of accounting; or (IV) consent to any extension or waiver of the limitation

period applicable to any material Tax claim or assessment (other than an extension or waiver arising as a result of obtaining an extension

of time to file a Tax return); or

(xiv)

agree or commit to take any of the actions specified in this Section 5.1(b).

Section 5.2

Access to Information.

(a)

During the Pre-Closing Period, the Seller shall, and shall cause the Acquired Companies and its and their Representatives

to, (i) afford the Purchaser and its Representatives reasonable access to the offices, properties and books and records of the Acquired

Companies and (ii) furnish to the Purchaser such additional financial and operating data and other information regarding the Acquired

Companies (or copies thereof) as the Purchaser may from time to time reasonably request; provided that any such access or furnishing

of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Seller’s

or the Acquired Companies’ personnel and in such a manner as not to interfere with the normal operations of the Acquired Companies.

Notwithstanding the foregoing, the Seller shall not be required to disclose or cause to be disclosed any information to the Purchaser

if such disclosure would, in the Seller’s reasonable discretion, (A) cause significant competitive harm to the Acquired Companies

if the Sale is not consummated, (B) jeopardize any attorney-client or other legal privilege or (C) contravene any applicable

Laws (including any antitrust, data privacy or data security Law) or Contract (clauses (A) through clause (C), the “Disclosure

Exceptions”).

(b)

In order to facilitate the resolution of any claims made against or by the Seller (or any of its Retained Affiliates) relating

to any Acquired Company or their business, Taxes or for any other legitimate business purpose, for a period of five (5) years after the

Closing, the Purchaser shall (i) cause the retention of the books and records relating to the Acquired Companies relating to periods

prior to the Closing, and (ii) upon reasonable notice, subject to the execution of a confidentiality undertaking by the Seller that

is reasonably acceptable to the Purchaser, afford the Representatives of the Seller reasonable access (including the right to make, at

the Seller’s expense, photocopies), during normal business hours, to such books and records. Notwithstanding the foregoing, the

Purchaser shall not be required to disclose any information to any Seller if such disclosure is subject to a Disclosure Exception; provided

that, if the Purchaser does not provide or cause to be provided access or information in reliance on a Disclosure Exception, then the

Purchaser shall (I) promptly provide written notice to the Seller stating that it is withholding information in reliance thereon

and (II) take reasonable actions or implement disclosure arrangements in order to make information available to the Seller or a Representative

of the Seller to the extent reasonably possible, taking into account the applicable Disclosure Exception.

Section 5.3

Confidentiality. The terms of the letter agreement, dated as of February 28, 2026 (the “Confidentiality

Agreement”), by and between SSR Mining and Cengiz Holding, are hereby incorporated herein by reference and shall continue in

full force and effect until the consummation of the Closing, at which time such Confidentiality Agreement (other than Sections 5,

9 and 10 and the “Miscellaneous” provisions of the Confidentiality Agreement) and the obligations of the Purchaser under this

Section 5.3 shall automatically terminate in respect of the portion of the Confidential Information (as defined in the Confidentiality

Agreement) exclusively related to the Acquired Companies or the transactions contemplated by this Agreement. If this Agreement is, for

any reason, terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect.

Section 5.4

Regulatory Approvals.

(a)

The Purchaser shall timely seek, and use commercially reasonable efforts to obtain, all consents of Governmental Authorities

that are required for the consummation of the Sale (which shall not include, for the avoidance of doubt, any approval of the issuance

of any permit or license related to the operations of the Çöpler mine following the Closing). In furtherance and not in limitation

of the foregoing, the Purchaser shall, and shall cause its applicable Affiliates to, within 10 days following the date of this Agreement,

make all appropriate filings with the Turkish General Directorate of Mining and Petroleum Affairs necessary to seek approval of the Sale

under the Turkish Mining Law. The Seller shall use commercially reasonable efforts to cooperate with and assist the Purchaser to obtain

such consents of Governmental Authorities by timely providing all such information, records and documents relating to the Acquired Companies

that the Seller possesses and as are reasonably required from time to time for such purposes. The Purchaser shall pay all fees payable

to any Governmental Authority in connection with any consent of a Governmental Authority needed for the consummation of the Sale. Each

Party shall (and shall cause its Representatives to) comply with applicable Law in obtaining any such consents.

(b)

Each Party shall (i) keep the other Party apprised of the content and status of any communications with, and communications

from, any Governmental Authority with respect to the transactions contemplated hereby, including promptly notifying the other Party of

any communication it or any of its Affiliates receives from any Governmental Authority relating to any review or investigation of the

transactions contemplated hereby and (ii) permit the other Party to review in advance (and to consider any comments made by the other

Party in relation to) any proposed communication by such Party to any Governmental Authority relating to such matters. Subject to the

Confidentiality Agreement, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing

such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable

waiting periods. Subject to the Confidentiality Agreement, the Parties shall provide each other with copies of all correspondence, filings

or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff,

on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement; provided, however,

that materials may be redacted (A) to remove references concerning the valuation of the Acquired Companies, (B) as necessary

to comply with contractual arrangements, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality

concerns.

Section 5.5

Retained Names. Within 120 days following the Closing Date, the Purchaser shall cause (a) the Acquired Companies

to cease and discontinue any and all use of the names “Alacer” or “SSR Mining” and all other marks that may be

confusingly similar thereto (collectively, the “Retained Names”) and (b) any Acquired Company whose company name

contains a Retained Name to be renamed to a company name that does not contain a Retained Name. The Seller hereby grants to each Acquired

Company a limited, non-exclusive, non-transferable, non-sublicensable and royalty-free license to use the Retained Names solely during

such 120-day period and solely as such Retained Names were used by the Acquired Companies immediately prior to the Closing.

Section 5.6

Director and Officer Indemnification.

(a)

The Purchaser agrees that all rights to indemnification, Liability limitation and exculpation now existing in favor of the

directors, officers, employees and agents of any Acquired Company (as provided in the applicable Acquired Company’s organizational

documents in effect as of the date of this Agreement or any indemnification, Liability limitation or exculpation agreement between an

Acquired Company and any of its directors, officers, employees or agents) with respect to any matters occurring prior to the Closing,

shall survive the transactions contemplated by this Agreement and shall continue in full force and effect following the Closing. Following

the Closing, the Purchaser shall cause the Acquired Companies to perform all such indemnification obligations (including advancements

of indemnification, if and to the extent applicable) and the Purchaser hereby guarantees the payment and performance by the Acquired Companies

of such obligations.

(b)

If, following the Closing, the Purchaser, any Acquired Company or any of their respective successors or assigns proposes

to (i) consolidate with or merge into any other Person, and the Purchaser, such Acquired Company or successor or assign (as applicable)

shall not be the continuing or surviving corporation or entity in such proposed transaction or (ii) transfer all or substantially

all of its properties or assets to any Person, then, in each case, proper provision shall be made (to the extent that such indemnification,

Liability limitations or exculpation obligations do not become binding on the successor or assignee by operation of Law) prior to or concurrently

with the consummation of such transaction so that the successors and assigns of the Purchaser, such Acquired Company or any prior successor

or assign of the Purchaser or such Acquired Company, as the case may be, shall, from and after the consummation of such transaction, honor

the indemnification, Liability limitations and exculpation obligations set forth in this Section 5.6.

Section 5.7

Termination of Related Party Transactions. Prior to the Closing, the Seller shall cause all Contracts and all other

transactions between an Acquired Company, on the one hand, and the Seller or any of its Retained Affiliates, on the other hand, to be

terminated and settled and all Liabilities of any Acquired Company thereunder to be fully discharged as of no later than immediately prior

to the Closing (it being understood that any existing shareholder loan obligations and other inter-company payable owed by an Acquired

Company to the Seller or any of its Retained Affiliates in the amount of currently approximately $471 million are intended to be discharged

through conversions into equity no later than immediately prior to the Closing). The Purchaser acknowledges and agrees that the Acquired

Companies owe indebtedness to Aktifbank (a bank affiliated with Lidya Madencilik Sanayi ve Ticaret A.Ş.), which indebtedness will

not be paid off or discharged prior to the Closing.

Section 5.8

Consents. The Purchaser acknowledges that certain consents to the transactions contemplated by this Agreement may

be required from parties to Contracts to which an Acquired Company is a party and such consents may not have been obtained. Prior to the

Closing, the Seller shall, and shall cause the Acquired Companies to, seek, and use commercially reasonable efforts to obtain, any such

consents; provided, however, that nothing in this Section 5.8 shall require the Seller or any Acquired Company

to (a) expend any money to obtain any such consent, (b) commence any Legal Proceeding or arbitration, or (c) offer or grant

any accommodation (financial or otherwise) to any third party. The Purchaser agrees and acknowledges that the Seller shall have no Liability

whatsoever to the Purchaser (and the Purchaser shall not be entitled to assert any claims) arising out of or relating to the failure to

obtain any consents that may have been or may be required in connection with the transactions contemplated by this Agreement or because

of the default, acceleration or termination of any such contract, lease, license or other agreement as a result thereof.

Section 5.9

Retention of Claims. The Parties acknowledge and agree that the Retained Claims shall not form part of the Purchaser’s

acquisition of the Acquired Companies and all recoveries arising out of the Retained Claims shall be for the benefit of the Seller and

its Retained Affiliates. The Parties further acknowledge and agree that (a) to the extent any Acquired Company has any right to the

Retained Claims, the Seller shall use commercially reasonable efforts to transfer any such right to the Seller or a Retained Affiliate

prior to the Closing and obtain any necessary insurer consents or acknowledgments for such transfer, (b) the Seller or a Retained

Affiliate shall prosecute the Retained Claims for the benefit of the Seller and its Retained Affiliates at their own expense, (c) the

Purchaser shall, at the Seller’s expense, reasonably cooperate with the Seller (or its applicable Retained Affiliate) to enable

the Seller (or its applicable Retained Affiliate) to efficiently prosecute the Retained Claims (including by granting the Seller access

to relevant books and records or by granting access to, and making available, employees of the Acquired Companies as witnesses), (d) in

the event

the aforementioned transfer of the Retained Claims is not completed prior to the Closing or is determined to be legally invalid,

the Purchaser shall reasonably cooperate with the Seller to enable the Seller (or its applicable Retained Affiliate) to prosecute the

Retained Claims on behalf of Anagold, and (e) in case any insurance proceeds are paid out to Anagold or any of its Affiliates, the

Purchaser shall cause to be paid over such insurance proceeds to the Seller or its applicable Retained Affiliate as promptly as reasonably

practicable.

Section 5.10

Services Agreement. Within ten (10) Business Days after the date of this Agreement, the Seller shall prepare and

deliver to the Purchaser a draft of the Services Agreement with respect to the transition services to be provided by the Seller or one

or more of its Retained Affiliates to one or more of the Acquired Companies (which draft shall also identify the contemplated parties

thereto). Thereafter and prior to the Closing, the Parties shall negotiate the terms of the Services Agreement in good faith; provided

that (a) the Services Agreement shall only cover services that were provided by the Seller and its Retained Affiliates to the Acquired

Companies during the 12-month period prior to the Closing (and in no greater volume than provided during such period), that are reasonably

necessary for the Acquired Companies to continue to conduct their business after the Closing substantially in the form conducted prior

to the Closing (except that no tax or legal advice or any service that would require the consent of a Governmental Authority or that would

be prohibited by Law shall be provided under the Services Agreement) and that cannot readily be replaced otherwise, (b) the fees

to be paid by the Acquired Companies for the services under the Services Agreement shall be the Seller’s and its Retained Affiliates’

cost of providing such services plus 10% (with related third-party expenses being passed through to the Acquired Companies) to be billed

from time to time (but no more than monthly) in arrears, (c) the services provided under the Services Agreement shall not exceed a six

month duration, unless otherwise agreed by the Seller, and such services may be terminated, in whole or in part, prior to the end of the

contemplated term by the Purchaser upon providing a reasonable notice to the Seller, and (d) the Services Agreement and its terms

shall be in a form customary for transition services provided in connection with M&A transactions (including with respect to customary

indemnities and liability limitations).

Article VI

Conditions to Closing

Section 6.1

Conditions to Obligations of Each Party. The respective obligations of each Party hereunder to consummate the Sale

shall be subject to the fulfillment (or, if legally permissible, mutual written waiver by the Seller and the Purchaser), prior to or at

the Closing, of the following condition:

(a)

The (i) governmental consents described on Schedule 6.1(a)(i) and (ii) the third-party consents set

forth on Schedule 6.1(a)(ii) shall have been obtained.

(b)

No Governmental Order or Law that prohibits the consummation of the Sale shall be in effect.

Section 6.2

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the Sale shall be subject

to the fulfillment (or written waiver by the Purchaser), prior to or at the Closing, of the following condition: the SSR Signing Representations

shall be true and correct in all material respects as of the Closing Date with the same force and effect as if made on and as of the Closing

Date (except to the extent that any such SSR Signing Representation in Section 4.2(e) or 4.2(g) of the MoU was made of an earlier

date, in which case such SSR Signing Representation only needs to have been true and correct, in all material respects, as of such earlier

date).

Section 6.3

Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in this Article VI

to be satisfied if such failure was caused by such Party’s failure to comply with or use the efforts required pursuant to this Agreement

to cause the Closing to occur.

Article VII

Survival; Exclusion of Liability and Release

Section 7.1

Survival of Warranties and Covenants.

(a)

None of the SSR Signing Representations shall survive the Closing for any purpose and, following the Closing, there shall

be no Liability on the part of the Seller or its Representatives with respect to the SSR Signing Representations.

(b)

After the Closing, there shall be no Liability on the part of, nor shall any claim be made by, any Party or any of their

respective Representatives in respect of any covenant or agreement to be performed prior to the Closing. The covenants and agreements

that contemplate actions (or inaction) to be taken (or not taken) after the Closing shall survive in accordance with their terms.

Section 7.2

Exclusion of Liability and Release.

(a)

The Purchaser (i) acknowledges and agrees that other than the warranties expressly made by the Seller in Article III,

none of the Seller, any of the Seller’s Representatives or any other Person has made or makes any warranty, written or oral, express

or implied, at law or in equity, with respect to the Acquired Companies or their operations, assets, condition (financial or otherwise)

or prospects, including any warranty as to (A) merchantability or fitness for a particular use or purpose, (B) the operation

or probable success or profitability of the Acquired Companies or their business following the Closing, (C) any projections, estimates

or budgets of future revenues, future results of operations, or (D) the accuracy or completeness of any information regarding the

Acquired Companies or their business made available to the Purchaser and its Representatives in connection with this Agreement or its

investigation of the Acquired Companies or their business, (ii) confirms that it conducted its own independent investigation, review

and analysis of the Acquired Companies and their business, (iii) warrants that it is not relying on any warranties or other information

or material made available to the Purchaser other than the warranties set forth in Article III, and (iv) agrees that

it will have no right or remedy (and the Seller and its Representatives will have no Liability whatsoever) arising out of, and it expressly

disclaims any reliance upon, any warranty or other statement made by, on behalf of or relating to the Seller, any of its Representatives

or the Acquired Companies, except in the case of actual and deliberate fraud by the Seller with respect to the warranties made by the

Seller in Article III.

(b)

Effective as of the Closing, the Purchaser, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally

releases and forever discharges the Seller and its Retained Affiliates and its and their respective officers, directors and employees

(collectively, the “Released Parties”) from, and agrees not to, and to cause its Affiliates (including the Acquired

Companies) not to, assert any claim or bring any Legal Proceeding against any Released Party with respect to any Liability (whether at

law or in equity or granted by statute) arising out of, relating to, or accruing from (i) the organization, management or operation

of an Acquired Company or their business relating to any matter, occurrence, action or activity on or prior to the Closing (including

the Çöpler Incident), (ii) any covenant required to be performed by the Seller prior to the Closing, (iii) any inaccuracy

or breach of any warranty in this Agreement, or (iv) any information (whether written or oral), documents or materials furnished

in connection with the Sale; provided, however, that nothing contained in this Agreement shall release, waive, discharge,

relinquish or otherwise affect claims (A) against the Seller for actual and deliberate fraud by the Seller with respect to the warranties

made by the Seller in Article III, or (B) claims under this Agreement (to the extent such claims survive the Closing

pursuant to the terms hereof).

Article VIII

Termination

Section 8.1

Termination. This Agreement may be terminated at any time prior to the Closing:

(a)

by either Party, if the Closing shall not have occurred on or before July 22, 2026 (the “Outside Date”);

provided, however, that the right to terminate this Agreement under this Section 8.1(a) shall not be available

to any Party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the

failure of the Closing to occur on or prior to such date;

(b)

by either Party in the event that any Governmental Order restraining, enjoining or otherwise prohibiting the transactions

contemplated by this Agreement shall have become final and non-appealable;

(c)

by the Seller, upon written notice to the Purchaser, if the Purchaser shall have materially breached any of its warranties,

covenants or other agreements contained in this Agreement, which breach (i) cannot be cured within 21 days or (ii) if capable

of being cured within 21 days, shall not have been cured by the earlier of the Outside Date and 21 days after the giving of written notice

by the Seller to the Purchaser specifying such breach; provided, however, that the Seller shall not have the right to terminate

this Agreement pursuant to this Section 8.1(c) if the Seller is then in material breach of any of its warranties, covenants

or other agreements contained in this Agreement;

(d)

by the Purchaser, upon written notice to the Seller, if the Seller shall have materially breached any of its warranties,

covenants or other agreements contained in this Agreement, which breach (i) cannot be cured within 21 days or (ii) if capable

of being cured within 21 days, shall not have been cured by the earlier of the Outside Date and 21 days after the giving of written notice

by the Purchaser to the Seller specifying such breach; provided, however, that the Purchaser shall not have the right to

terminate this Agreement pursuant to this Section 8.1(d) if the Purchaser is then in material breach of any of its warranties,

covenants or other agreements contained in this Agreement; or

(e)

by the mutual written consent of the Seller and the Purchaser.

Section 8.2

Treatment of Escrow Funds Amount. Notwithstanding anything to the contrary herein:

(a)

if this Agreement is validly terminated by either Party pursuant to Section 8.1(a) solely as the result of the

failure to obtain the consent set forth in item #1 of Schedule 6.1(a)(ii), then Cengiz Holding shall be entitled to the full

amount of the Escrow Funds Amount and, within five (5) Business Days thereof, SSR Mining and Cengiz Holding shall deliver instructions

to the Escrow Agent to release the Escrow Funds Amount accordingly;

(b)

if this Agreement is validly terminated by the Purchaser pursuant to Section 8.1(d), then (i) Cengiz Holding

shall be entitled to the full amount of the Escrow Funds Amount and, within five (5) Business Days thereof, SSR Mining and Cengiz Holding

shall deliver instructions to the Escrow Agent to release the Escrow Funds Amount accordingly, and (ii) within five (5) Business

Days thereof, the Seller shall pay Cengiz Holding liquidated damages in the amount of $50,000,000 (the Parties acknowledging that such

amount represents a genuine pre-estimate of the Purchaser’s loss caused by the failure to complete the transactions contemplated

by this Agreement); or

(c)

if this Agreement is validly terminated under any other circumstances, then Cengiz Holding and either: (i) Alacer Gold Holdings,

or (ii) the Seller, if the Escrow Agreement has been amended prior to the Closing to add the Seller as a party, shall each be entitled

to 50% of the Escrow Funds Amount and, within five (5) Business Days thereof, SSR Mining and Cengiz Holding shall instruct the Escrow

Agent to release the Escrow Funds Amount accordingly (and the Parties acknowledge and agree that such 50% of the Escrow Funds Amount released

to the Seller (or Alacer Gold Holdings, as the case may be) represents a genuine pre-estimate of the Seller’s loss caused by the

failure to complete the transactions contemplated by this Agreement).

Section 8.3

Effect of Termination. In the event of termination of this Agreement in accordance with Section 8.1,

this Agreement shall forthwith become void and there shall be no Liability on the part of any Party; provided that (a) the

provisions set forth in Article I, Section 5.3, Section 7.1(a), Section 7.2(a), Section 8.2,

this Section 8.3 and Article X shall remain in effect, and (b) nothing herein shall relieve any Party from

Liability for any breach of this Agreement occurring prior to such termination (except that full or partial receipt of the Escrow Funds

Amount by a Party (or its relevant Affiliate) in accordance with Section 8.2 (and, in the case of Section 8.2(b),

receipt by Cengiz Holding of the payment of $50,000,000) shall be the sole and exclusive remedy (whether based in contract, tort or strict

liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable

Laws or otherwise) of such Party (and its Affiliates) in the circumstances under which such Party (or its relevant Affiliate) is entitled

to full or partial disbursement of the Escrow Funds Amount pursuant to Section 8.2 (and, in the case of Section 8.2(b),

receipt by Cengiz Holding of the payment of $50,000,000)).

Article IX

Seller Parent Guarantee

Section 9.1

Seller Parent Guarantee. As a material inducement to the Purchaser to enter into this Agreement and in recognition

of the substantial direct and indirect benefits to accrue to SSR Mining as a result of the transactions contemplated by this Agreement,

SSR Mining hereby absolutely, irrevocably and unconditionally guarantees to the Purchaser the due and punctual performance by the Seller

of the Seller’s obligations under this Agreement. SSR Mining’s liabilities hereunder are absolute, unconditional, irrevocable

and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the terms and conditions of this

Agreement that may be agreed to by the Seller hereto in accordance with the terms of this Agreement. SSR Mining agrees that its obligations

hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure or delay on the part

of the Purchaser to assert any claim or demand or to enforce any right or remedy against the Seller or (b) any insolvency, bankruptcy,

reorganization or other similar proceeding instituted by or against the Seller. Notwithstanding anything to the contrary contained in

this Section 9.1 or otherwise, the Purchaser hereby agrees that SSR Mining shall have all defenses to its obligations under

this guarantee that would be available to the Seller in respect of this Agreement, whether pursuant to the terms of this Agreement or

pursuant to any applicable Law in connection therewith.

Article X

General Provisions

Section 10.1

Payments. Any payments to be made by any Party under this Agreement shall be made by irrevocable wire transfer on

the relevant due date with value on that date in immediately available funds and without any deduction for costs or charges to the bank

account set forth on Schedule 10.1 or such bank account hereafter designated by the recipient Party at least two (2) Business

Days before the relevant payment becomes due and payable.

Section 10.2

Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements

of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement

shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 10.3

Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given

when delivered personally by hand or by overnight courier or other delivery method or when sent by electronic mail transmission (provided

that, in the case of electronic mail transmission, either receipt of such electronic mail is acknowledged by the applicable recipient

or a confirmatory hardcopy is sent without undue delay by an internationally recognized courier service), in each case, to the following

physical and electronic mail addresses (or to such other physical and electronic mail address as a Party may have specified by notice

pursuant to this provision):

(a)

If to the Seller or SSR:

SSR Mining Inc.

6900 E. Layton Avenue, Ste. 1300

Denver, CO 80237

United States of America

Attn: General Counsel

E-Mail: eric.gunning@ssrmining.com

With a copy (which shall not constitute notice) to:

Allen Overy Shearman Sterling US LLP

599 Lexington Avenue

New York, NY 10022

United States of America

Attn: George Karafotias and Cody Wright

E-Mail: gkarafotias@aoshearman.com; and

cody.wright@aoshearman.com

(b)

If to the Purchaser or Cengiz Holding:

Cengiz Holding Anonim Şirketi

Altunizade Mahallesi Kısıklı Caddesi No.37

Üsküdar/İstanbul

Türkiye

Attn: Asım Akbaş

E-Mail: asim.akbas@cengiz.com.tr

With a copy (which shall not constitute notice) to:

Cengiz Holding Anonim Şirketi

Altunizade Mahallesi Kısıklı Caddesi No.37

Üsküdar/İstanbul

Türkiye

Attn: Mehmet Gokhan Kartal, Legal Director

E-Mail: MehmetGokhan.Kartal@cengiz.com.tr

Section 10.4

Public Announcements.

(a)

Each of the Parties shall, and shall cause its Representatives to, (i) keep the existence and contents of this Agreement,

the negotiations between the Parties, any documents shared or created in relation to the Sale, and information relating to or supplied

by the other Party (or any of the other Party’s Representatives), strictly confidential and, (ii) except as required by Law

or regulation or applicable stock exchange rules, not disclose them to any person other than such Party’s Representatives as well

as such Party’s financiers, insurers and potential financiers and insurers (and then only on the basis that it is treated as strictly

confidential). For the avoidance of doubt, the Parties acknowledge that SSR Mining may disclose the execution of this Agreement and the

material terms and conditions set forth herein through a public filing to be made with the SEC and the Canadian Securities Administrators

via SEDAR+, which may include the public filing of a description of the terms and a copy of this Agreement.

(b)

Each of the Seller and SSR Mining, on the one hand, and the Purchaser and Cengiz Holding, on the other hand, shall be liable

and indemnify and hold harmless the other for the losses and damages that it has caused the other (or their Affiliates) to suffer as a

result or consequence of such first Party’s failure to comply with its confidentiality obligations under this Section 10.4.

Section 10.5

Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced

by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so

long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse

to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties

shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an

acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest

extent possible.

Section 10.6

Entire Agreement. This Agreement, the Escrow Agreement and the Confidentiality Agreement constitute the entire agreement

of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings (including the

MoU), both written and oral, among the Parties or any of their Affiliates with respect to the subject matter hereof and thereof.

Section 10.7

Assignment. Except as provided in this Section 10.7, no Party shall assign, transfer, declare a trust

over, charge, or otherwise dispose of or deal with this Agreement or any part hereof, or any of its rights or obligations hereunder, without

the prior written consent of the other Parties. It is understood and agreed that Cengiz Holding intends that an Affiliate of Cengiz Holding

(the “Purchaser AcquireCo”) will acquire the Purchased Shares and pay the Purchase Price, and, following delivery by

the Purchaser to the Seller of customary “know your customer” / AML information with respect to the Purchaser AcquireCo, Cengiz

Holding may assign certain rights and obligations under this Agreement as the Purchaser (but not, for the avoidance of doubt, those rights

and obligations specifically identified as rights and obligations of “Cengiz Holding” hereunder) to the Purchaser AcquireCo

prior to the Closing by delivering an executed “Assignment and Assumption Agreement” in substantially the form attached hereto

as Exhibit D.

Section 10.8

Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or

on behalf of, all of the Parties, or (b) by a waiver in accordance with Section 10.9.

Section 10.9

Waiver. Any term or condition of this Agreement may be waived at any time by the Party or Parties that is or that

are entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or

on behalf of the Party or Parties waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in

any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement

any future occasion. No failure or delay on the part of any Party in the exercise of any right hereunder shall impair such right or

be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single

or partial exercise of any such right preclude other or further exercise thereof or of any other rights. All remedies, either under this

Agreement or by law or otherwise afforded, will be cumulative and not alternative.

Section 10.10

No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the Parties

and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any

other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified

period, under or by reason of this Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

Section 10.11

Governing Law. This Agreement, all contractual and non-contractual obligations and all claims arising out of, or

relating to, this Agreement or the transactions contemplated by this Agreement shall be governed by, and construed in accordance with,

the Laws of England & Wales.

Section 10.12

Arbitration. Any and all disputes arising out of, relating to, or in connection with this Agreement or its validity

or termination shall be finally resolved by arbitration conducted in accordance with the Rules of Arbitration of the International Chamber

of Commerce (the “Rules”). The arbitral tribunal shall consist of three arbitrators. Each side shall nominate its arbitrator

in accordance with the Rules. The two party-nominated arbitrators shall nominate the third arbitrator within 30 days of the date on which

the second arbitrator is confirmed. In the event either party fails to nominate an arbitrator or the two party-nominated arbitrators fail

to nominate the third arbitrator, the appointments shall be made by the ICC in accordance with the Rules. The seat of the arbitration

shall be London, England. The procedural law governing the arbitration and this arbitration agreement shall be the laws of England &

Wales. The language of the arbitral proceedings shall be English. To the extent permitted, the parties waive their right of appeal. Judgment

on the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof.

Section 10.13

Specific Performance. The Parties hereby expressly recognize and acknowledge that immediate, extensive and irreparable

damage would result, no adequate remedy at law would exist and damages would be difficult to determine if any provision of this Agreement

is not performed in accordance with its specific terms or is otherwise breached. Each Party further acknowledges that a breach or violation

of this Agreement cannot be sufficiently remedied by money damages alone and, accordingly, each Party shall be entitled, without the need

to post a bond or other security, in addition to damages and any other remedies provided at law or in equity, to specific performance,

injunctive and other equitable relief to enforce or prevent any violation. Each Party agrees not to oppose the granting of such equitable

relief, and to waive, and to cause its representatives to waive, any requirement for the securing or posting of any bond in connection

with such remedy.

Section 10.14

Non-Recourse. This Agreement may only be enforced against, and any Legal Proceeding based upon, arising out of, or

related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that

are expressly named as parties hereto and then, except as set forth in Article IX, only with respect to the specific obligations

set forth herein with respect to such Party. No past, present or future director, officer, employee, incorporator, manager, member, partner,

stockholder, Affiliate, agent, attorney or other representative of any Party or of any Affiliate of any Party, or any of their successors

or permitted assigns, shall have any Liability for any obligations or Liabilities of any Party under this Agreement or for any Legal Proceeding

based on, in respect of or by reason of the transactions contemplated hereby.

Section 10.15

Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission)

in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be

an original, but all of which taken together shall constitute one and the same agreement.

[REMAINDER OF PAGE INTENTIONALLY

LEFT BLANK]

IN WITNESS WHEREOF, the Parties

have caused this Agreement to be executed as of the date first written above.

ALACER GOLD CORP. S.À R.L.

By: /s/ Eric Gunning

Name: Eric Gunning

Title: Class A Manager

SSR MINING INC.

By: /s/ Michael Sparks

Name: Michael Sparks

Title: EVP, Chief Financial Officer

CENGIZ HOLDING A.Ş.

By: /s/ Mehmet Cengiz

Name: Mehmet Cengiz

Title: Chairman

[Signature Page to the Share Purchase Agreement]

Schedule 1.1

Acquired

Subsidiaries

Schedule 3.3(b)

Acquired

Subsidiaries Equity Interests

Schedule 5.1

Exceptions

to Conduct of Business

Schedule 6.1(a)(i)

Required

Governmental Consents

Schedule 6.1(a)(ii)

Required

Third Party Consents

Schedule 10.1

Seller

Bank Account

EXHIBIT A

MEMORANDUM OF UNDERSTANDING

EXHIBIT B

TOTAL FINANCIAL ADJUSTMENT AMOUNT CALCULATION

FORM

EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

EX-99.1 — NEWS RELEASE

EX-99.1

Filename: ss6114560_ex9901.htm · Sequence: 3

News Release

March 25, 2026

SSR MINING PROVIDES UPDATE ON ÇÖPLER

MINE SALE

DENVER - SSR Mining Inc. (Nasdaq/TSX: SSRM) ("SSR

Mining" or the “Company") is pleased to announce the signing of a definitive share purchase agreement (the “Agreement”)

with Cengiz Holding A.S. (“Cengiz”) for the sale of its 80% ownership stake in the Çöpler mine and related properties

in Türkiye (collectively, “Çöpler”) for $1.5 billion in cash (the “Transaction”). The Agreement

was contemplated by and is aligned with all key terms in the previously announced memorandum of understanding with Cengiz, as disclosed

in the Company’s press release on March 4, 2026.

The closing of the Transaction will be subject to receipt

of regulatory approval from the Turkish General Directorate of Mining and Petroleum Affairs, as well as other consents and approvals that

may be required in connection with the Transaction, and other customary closing conditions. The Transaction is expected to close in the

third quarter of 2026.

About SSR Mining

SSR Mining is listed under the ticker symbol SSRM on

the Nasdaq and the TSX.

For more information, please visit: www.ssrmining.com.

E-Mail: invest@ssrmining.com

Phone: +1 (888) 338-0046

Cautionary Note Regarding Forward-Looking

Information and Statements:

Except for statements of historical fact relating

to us, certain statements contained in this news release constitute forward -looking information, future oriented financial information,

or financial outlooks (collectively “forward-looking information”) within the meaning of applicable securities laws. Forward-looking

information may be contained in this document and our other public filings. Forward-looking information relates to statements concerning

our outlook and anticipated events or results and, in some cases, can be identified by terminology such as “may”, “will”,

“could”, “should”, “expect”, “plan”, “anticipate”, “believe”,

“intend”, “estimate”, “projects”, “predict”, “potential”, “continue”

or other similar expressions concerning matters that are not historical facts.

Forward-looking information and statements in this

news release are based on certain key expectations and assumptions made by us. Although we believe that the expectations and assumptions

on which such forward-looking information and statements are based are reasonable, undue reliance should not be placed on the forward-looking

information and statements because we can give no assurance that they will prove to be correct. Forward-looking information and statements

are subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated

results or expectations expressed in this news release.

Forward-looking information and statements in this

news release are subject to a number of risks and other considerations including, among other things: our ability to successfully close

the Transaction within the time periods anticipated, or at all; our ability to obtain necessary regulatory and other approvals or consents

for the Transaction that may be required; changes in local, national and global political and economic conditions; governmental and regulatory

requirements and actions by governmental authorities, including changes in government policy, government ownership requirements; our ability

to generate free cash flow and return capital to shareholders, including via share repurchases or dividends; our review of strategic plans

regarding our operations in Türkiye; maintaining community and governmental relations; status of negotiations of current and future

joint ventures and their governance and operations; foreign currency exchange rates; interest rates; access to capital markets and associated

cost of funds; and any and all other timing, exploration, development, operational, financial, budgetary, economic, legal, social, geopolitical,

regulatory and political factors that may influence future events or conditions.

The above list is not exhaustive of the factors

that may affect any of the Company’s forward-looking information. You should not place undue reliance on forward-looking information

and statements. Forward-looking information and statements are only predictions based on our current expectations and our projections

about future events. Actual results may vary from such forward-looking information for a variety of reasons including, but not limited

to, risks and uncertainties described above and those disclosed in our filings that we make on SEDAR+ at www.sedarplus.ca,

and on EDGAR at www.sec.gov and other unforeseen events or circumstances. Other than as required

by law, we do not intend, and undertake no obligation to update any forward-looking information to reflect, among other things, new information

or future events. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and

is not a part of, this document.

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