Annual Report (foreign Private Issuer) (40-f)
March 19 2020 - 5:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
(Check One)
[ ] Registration statement
pursuant to Section 12 of the Securities Exchange Act of 1934
or
[X] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2019
Commission File Number 001-35455
SSR MINING INC.
(Exact
name of Registrant as specified in its charter)
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British Columbia
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1311
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Not applicable
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(Province or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial Classification
Code Number (if applicable))
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(I.R.S. Employer Identification
Number (if applicable))
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Suite 800 1055 Dunsmuir Street
PO Box 49088, Bentall Postal Station
Vancouver, British Columbia
Canada V7X 1G4
(604) 689-3846
(Address and telephone number of Registrants principal executive offices)
CT Corporation System, 111 8th Avenue, New York, NY 10011
(212) 894-8940
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each class
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Trading Symbol
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Name of each exchange on which
registered
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Common Shares without par value
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SSRM
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The Nasdaq Stock Market LLC
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Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act. None
For annual reports, indicate by check mark the information
filed with this Form:
☒ Annual Information
Form ☒ Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period
covered by the annual report: 123,084,234
Indicate by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes
☒ No
☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
12b-2 of the Exchange Act.
Emerging growth company
☐
If an emerging growth company that prepares its financial
statements in accordance with U.S. GAAP, 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.
☐
The Annual Report on Form 40-F shall
be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933, as amended: Form S-8 (File No. 333-219848, 333-185498, 333-196116 and 333-198092).
3
FORM 40-F
Principal Documents
The following
documents, filed as Exhibits 99.1, 99.2 and 99.3 to this Annual Report on Form 40-F, are incorporated herein by reference:
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(a)
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Annual Information Form for the fiscal year ended December 31, 2019;
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(b)
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Managements Discussion and Analysis for the fiscal year ended December 31, 2019; and
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(c)
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Consolidated Financial Statements for the fiscal year ended December 31, 2019.
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Cautionary Note Regarding Differences in United States and Canadian Reporting Practices
SSR Mining Inc. (SSR Mining or the Company) is permitted, under a multijurisdictional disclosure system adopted by the
United States and Canada, to prepare this Annual Report on Form 40-F in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company prepares its financial
statements, which are filed with this Annual Report on Form 40-F, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. They may not be
comparable to financial statements of United States companies.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Annual Report on Form 40-F constitute forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. See Introductory Notes Cautionary Notice Regarding Forward-Looking Statements in SSR Minings Annual Information Form for the
fiscal year ended December 31, 2019, filed as Exhibit 99.1 to this Annual Report on Form 40-F, and Cautionary Notes Regarding Forward-Looking Statements and Mineral Reserves and Mineral Resources
Estimates in Section 13 of SSR Minings Managements Discussion and Analysis for the fiscal year ended December 31, 2019, filed as Exhibit 99.2 to this Annual Report on Form 40-F.
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ADDITIONAL DISCLOSURE
Certifications and Disclosure Regarding Controls and Procedures.
(a)
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Certifications. See Exhibits 99.5, 99.6, 99.7 and 99.8 to this Annual Report on Form 40-F.
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(b)
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Disclosure Controls and Procedures. As of the end of SSR Minings fiscal year ended
December 31, 2019, an evaluation of the effectiveness of SSR Minings disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) was carried out by SSR Minings management, with the participation of its principal executive officer and
principal financial officer. Based upon the results of that evaluation, SSR Minings principal executive officer and principal financial officer have concluded that as of the end of that fiscal year, SSR Minings disclosure controls and
procedures were effective to ensure that information required to be disclosed by SSR Mining in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in
Securities and Exchange Commission (the Commission) rules and forms and (ii) accumulated and communicated to SSR Minings management, including its principal executive officer and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure.
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It should be noted that while SSR Minings
principal executive officer and principal financial officer believe that SSR Minings disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that SSR Minings disclosure
controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the
control system are met.
(c)
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Managements Annual Report on Internal Control Over Financial Reporting. The required disclosure
is included under the heading Internal Control over Financial Reporting and Disclosure Controls and Procedures in Section 12 of SSR Minings Managements Discussion and Analysis for the fiscal year ended December 31,
2019, filed as Exhibit 99.2 to this Annual Report on Form 40-F.
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(d)
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Attestation Report of the Registered Public Accounting Firm. The required disclosure is included in
the Report of Independent Registered Public Accounting Firm that accompanies SSR Minings Consolidated Financial Statements for the fiscal year ended December 31, 2019, filed as Exhibit 99.3 to this Annual Report on Form 40-F.
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(e)
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Changes in Internal Control Over Financial Reporting. During the fiscal year ended December 31,
2019, there were no changes in SSR Minings internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, SSR Minings internal control over financial reporting.
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Notices Pursuant to Regulation BTR.
None.
Audit Committee
Financial Expert.
SSR Minings board of directors has determined that each of Beverlee F. Park and Richard D. Paterson, members
of SSR Minings audit committee, qualifies as an audit committee financial expert (as such term is defined under Item 8(a) of General Instruction B to Form 40-F) and is independent
as that term is defined under listing standards of the Nasdaq Global Market (Nasdaq).
Code of Ethics.
In November 2019, SSR Mining adopted a new code of ethics (as that term is defined under Item 9(a) of General Instruction B to
Form 40-F), entitled the Code of Business Conduct and Ethics (the Code of Conduct), that applies to its principal executive officer, principal financial officer and other senior
financial officers performing similar functions. The Code of Conduct, which replaced SSR Minings prior Code of Business Conduct and Ethics, is available for viewing on SSR Minings website at www.ssrmining.com. The Code of Conduct has also been filed as Exhibit 99.26 to this Annual Report on Form 40-F.
Since the adoption of the Code of Conduct, no amendments were made to and no
waivers, including implicit waivers, were granted from any provision of the Code of Conduct.
SSR Mining intends to disclose and summarize
any amendment to, or waiver from, any provision of the Code of Conduct that is required to be disclosed and summarized, on its website at www.ssrmining.com.
Principal Accountant Fees and Services.
The required disclosure is included under the heading Audit Committee External Auditor Service Fees in SSR Minings
Annual Information Form for the fiscal year ended December 31, 2019, filed as Exhibit 99.1 to this Annual Report on Form 40-F.
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Pre-Approval Policies and Procedures.
The required disclosure is included under the heading Audit Committee Pre-Approval
Policies and Procedures in SSR Minings Annual Information Form for the fiscal year ended December 31, 2019, filed as Exhibit 99.1 to this Annual Report on Form 40-F.
Off-Balance Sheet Arrangements.
SSR Mining does not have any off-balance sheet arrangements that have or are reasonably likely to have
a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Tabular Disclosure of Contractual Obligations.
The following table summarizes our financial liabilities, operating and capital commitments, shown in contractual undiscounted cash flows, at
December 31, 2019:
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Payments due by period (as at December 31, 2019)
(expressed in thousands of U.S. dollars)
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Contractual obligations
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Less than
one year
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1-3 years
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3-5 years
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After 5 years
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Total
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$
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$
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$
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$
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$
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Accounts payable and accrued liabilities
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92,018
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92,018
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Moratorium liability
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3,537
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4,348
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1,235
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9,120
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Convertible notes (principal portion)
(i)
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115,000
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230,000
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345,000
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Interest payments on convertible
notes(i)
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7,403
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5,750
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17,250
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8,625
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39,028
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Reclamation and closure costs
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9,556
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2,964
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2,730
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115,438
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130,688
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Operating expenditure commitments
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6,539
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655
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1,462
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2,440
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11,096
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Capital expenditure commitments
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13,311
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13,311
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Total contractual obligations
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247,364
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13,717
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22,677
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356,503
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640,261
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(i)
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On March 19, 2019, we issued $230 million of unsecured convertible senior notes due 2039 (the
2019 Notes) and used the net proceeds to repurchase $150 million of our 2.875% convertible senior notes due 2033 (the 2013 Notes). The 2019 Notes mature in 2039 but are redeemable in part or in full at the option of the
holder on April 1 at each of 2026, 2029, and 2034, or upon fundamental corporate changes. They are also redeemable by us in part or in full on and after April 1, 2026. The 2019 Notes bear interest of 2.50% per annum and are convertible
into common shares upon specified events at a fixed conversion price of $18.48 per common share. At December 30, 2019, holders of our 2013 Notes had the right to surrender their 2013 Notes for purchase by us at their option (the Put
Option) pursuant to the terms of the Indenture governing the 2013 Notes (the 2013 Indenture) any time before January 31, 2020. On January 31, 2020, as of the expiration of the Put Option, $49,000 aggregate principal
amount of the 2013 Notes were validly surrendered for purchase. On February 13, 2020, we provided notice of redemption to call the remaining outstanding 2013 Notes. We will redeem all of our outstanding 2013 Notes on March 30, 2020
totaling an aggregate principal amount of $114,947,000 at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest, unless any of the outstanding 2013 Notes are converted into common
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shares in accordance with the terms of the 2013 Indenture. Following the redemption of the 2013 Notes, no 2013 Notes will remain outstanding.
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Identification of the Audit Committee.
SSR Mining has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.
The members of the audit committee are Beverlee F. Park (Chair), Gustavo A. Herrero, Richard D. Paterson and Steven P. Reid.
Mine
Safety Disclosure.
Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the DoddFrank
Act) requires that the Company disclose in this Annual Report on Form 40-F certain information about the Companys U.S. mining operations, including the number of certain types of violations and
orders issued under the Federal Mine Safety and Health Act of 1977 by the U.S. Labor Departments Mine Safety and Health Administration. Information concerning such safety information related to the Companys U.S. mining operations or
other regulatory matters required by Section 1503(a) of the Financial Reform Act for the year ended December 31, 2019 is included as Exhibit 99.4 to this Annual Report on Form 40-F, which is
incorporated herein by reference.
Nasdaq Global Market Disclosure.
SSR Mining is subject to a variety of corporate governance guidelines and requirements enacted by Canadian securities regulators, the Toronto
Stock Exchange, Nasdaq and the Commission, and those mandated by the U.S. Sarbanes Oxley Act of 2002 and the DoddFrank Act.
SSR
Minings common shares are listed on Nasdaq. Nasdaq Marketplace Rule 5615(a)(3) permits a foreign private issuer, such as SSR Mining, to follow its home country practice in lieu of most of the requirements of the 5600 Series of the Nasdaq
Marketplace Rules. In order to claim such an exemption, SSR Mining must disclose the significant differences between its corporate governance practices and those required to be followed by U.S. domestic issuers under Nasdaqs corporate
governance requirements. Nasdaq Marketplace Rule 5635 requires shareholder approval of most equity compensation plans and material revisions to such plans. SSR Mining does not follow this Nasdaq Marketplace Rule. Instead, SSR Mining complies with
the applicable Toronto Stock Exchange rules which only require that the creation of, or certain material amendments to, equity compensation plans require shareholder approval.
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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking.
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the
Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the
obligation to file an Annual Report on Form 40-F arises; or transactions in said securities.
B.
Consent to Service of Process.
The Registrant has filed a
Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.
Any change to the name or address of the agent for service of process of the Registrant shall be communicated promptly to the
Commission by an amendment to the Form F-X referencing the file number of the Registrant.
9
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on
Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 18, 2020.
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SSR Mining Inc.
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By:
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/s/ Paul Benson
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Name:
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Paul Benson
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Title:
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President & Chief Executive Officer
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By:
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/s/ Gregory J. Martin
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Name:
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Gregory J. Martin
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Title:
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Senior Vice President & Chief Financial Officer
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10
EXHIBIT INDEX
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Exhibit
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Description
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99.1
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Annual Information Form for the fiscal year ended December 31, 2019
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99.2
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Managements Discussion and Analysis for the fiscal year ended December 31, 2019
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99.3
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Consolidated Financial Statements for the fiscal year ended December 31, 2019
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99.4
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Mine Safety Information Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act
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99.5
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Certification of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of
1934
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99.6
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Certification of Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of
1934
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99.7
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
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99.8
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
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99.9
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Consent of PricewaterhouseCoopers LLP, Chartered Professional Accountants
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99.10
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Consent of F. Carl Edmunds
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99.11
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Consent of Samuel Mah
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99.12
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Consent of Trevor J. Yeomans
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99.13
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Consent of James N. Carver
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99.14
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Consent of Greg Gibson
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99.15
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Consent of Jeremy W. Johnson
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99.16
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Consent of Karthik
Rathnam
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99.17
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Consent of Thomas
Rice
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99.18
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Consent of Cameron Chapman
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99.19
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Consent of Kevin Fitzpatrick
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99.20
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Consent of Jeff Kulas
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99.21
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Consent of Robert Gill
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99.22
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Consent of Michael Selby
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99.23
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Consent of Dominic Chartier
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99.24
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Consent of Mark Liskowich
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99.25
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Consent of Glen Cole
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99.26
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Code of Business Conduct and Ethics
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99.27
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