As filed with the Securities and Exchange Commission on September 15, 2020

Registration No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

SSR Mining Inc.

(Exact name of registrant as specified in its charter)

 

 

 

British Columbia   Not applicable
(State or other jurisdiction
of incorporation or organization)
  (I.R.S. Employer
Identification Number)

Suite 800 – 1055 Dunsmuir Street

PO Box 49088

Vancouver, British Columbia

Canada V7X 1G4

  Not applicable
(Address of Principal Executive Offices)   (Zip Code)

SSR Mining Inc. 2020 Share Compensation Plan

(Full title of the plan)

 

 

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

(302) 738-6680

(Name, address and telephone number, including area code, of agent for service)

 

 

with copies to:

 

Gregory J. Martin
Senior Vice President and
Chief Financial Officer

SSR Mining Inc.

Suite 800 – 1055 Dunsmuir Street

PO Box 49088, Bentall Postal Station

Vancouver, B.C. V7X 1G4

Canada

(604) 689-3846

 

Daniel M. Miller

Dorsey & Whitney LLP

Suite 1070, 1095 West Pender Street

Vancouver, B.C. V6E 2M6

Canada

(604) 630-5199

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b- 2 of the Exchange Act.

 

 

Large accelerated filer

  

 

Accelerated filer

 

 

Non-accelerated filer

  

☐(Do not check if a smaller reporting company)

 

Smaller reporting company

 

      

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 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of securities to be registered   Amount to be
registered(1)
  Proposed maximum
offering price per
share(2)
  Proposed maximum
aggregate offering
price
  Amount of
registration fee

Common Shares, without par value

  1,500,000   $19.83   $29,745,000   $3,861

 

 

 

(1)

Consists of Common Shares (without par value) issuable pursuant to exercise of options or vesting of awards available for grant under the 2020 Share Compensation Plan. Also includes such indeterminate number of common shares of the registrant as may be issued to prevent dilution resulting from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933.

(2)

Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee on the basis of the average of the high and low sales price per share of the common shares of SSR Mining Inc. on the NASDAQ Global Market on September 8, 2020.

 

 

 


PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information required by Item 1 of Form S-8 and the statement of availability of registrant information and any other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under the Securities Act of 1933, as amended. In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the United States Securities and Exchange Commission, or the “Commission”, either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. SSR Mining Inc., or the “Registrant”, will maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant will furnish to the Commission or its staff a copy of any or all of the documents included in such file.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated into this registration statement by reference:

 

   

The Registrant’s Annual Report on Form 40-F for the fiscal year ended December 31, 2019, filed with the Commission on March 19, 2020;

 

   

The Registrant’s Report on Form 6-K furnished to the Commission on February 19, 2020;

 

   

The Registrant’s Report on Form 6-K containing materials related to the Registrant’s annual and special meeting of shareholders, furnished to the Commission on April 6, 2020;

 

   

Exhibits 99.1 and 99.2 to the Registrant’s Report on Form 6-K containing quarterly financial statements and management’s discussion and analysis of results of operations, furnished to the Commission on May 15, 2020;

 

   

The Registrant’s Report on Form 6-K containing a Material Change Report, furnished to the Commission on May 21, 2020;

 

   

The Registrant’s Report on Form 6-K containing materials related to the Registrant’s special meeting of shareholders, furnished to the Commission on June 9, 2020

 

   

Exhibits 99.1 and 99.2 to the Registrant’s Report on Form 6-K containing quarterly financial statements and management’ discussion and analysis of results of operations, furnished to the Commission on August 6, 2020;

 

   

The description of the Registrant’s common shares contained in its Registration Statement on Form 20-F filed with the Commission on July 13, 1995 under Section 12 of the Exchange Act, and all amendments and reports filed for the purpose of updating such description; and

 

   

All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2019.

Each document filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of any post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. In addition, any information circular, unaudited interim consolidated financial statements, management’s discussion and analysis, material change reports (excluding confidential material change reports) or business acquisition reports subsequently filed by the registrant with securities commissions or similar authorities in the relevant provinces and territories of Canada after the date of this registration statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement from the applicable Report on Form 6-K on which such document is furnished to the Commission. In addition, any Form 6-K furnished by the registrant during such period or portions thereof, in each case that are identified in such Form 6-K as being incorporated by reference into this registration statement, shall be deemed to be incorporated by reference into and to be part of this registration statement from the date of filing of each such document.


Any statement contained herein, in any amendment hereto or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently-filed amendment to this registration statement or in any document that also is incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Mr. Cameron Chapman, the former General Manager at the Registrant’s Seabee Gold Operation, no longer works for the Registrant. Accordingly, the Registrant is no longer relying upon the work of Mr. Chapman. Mr. Samuel Mah, the Registrant’s Director, Mine Planning, should now be regarded as the expert with respect to the review and approval of the disclosure relating to the Seabee Gold Operation previously attributed to Mr. Chapman in the documents incorporated by reference herein.

Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant is subject to the provisions of the Business Corporations Act (British Columbia) (the “Act”). Under Section 160 of the Act, the Registrant may, subject to Section 163 of the Act, indemnify an individual who:

 

  (a)

is or was a director or officer of the Registrant,

 

  (b)

is or was a director or officer of another corporation (i) at a time when the corporation is or was an affiliate of the Registrant, or (ii) at the request of the Registrant, or

 

  (c)

at the request of the Registrant, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity,

and includes, except in the definition of “eligible proceeding” (as defined below) and except in Sections 163(1)(c) and (d) and 165 of the Act, the heirs and personal or other legal representatives of that individual (each, an “eligible party”), against a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an “eligible proceeding” (an “eligible penalty”) (such eligible proceeding being a proceeding, including any legal proceeding or investigative action, whether current, threatened, pending or completed, in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Registrant or other corporation or entity referenced in the definition of “eligible party” (a) is or may be joined as a party, or (b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding), to which the eligible party is or may be liable and the Registrant may, subject to Section 163 of the Act, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an eligible party in respect of that proceeding.

Under Section 161 of the Act, the Registrant must, subject to Section 163 of the Act, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by the eligible party in respect of that proceeding if the eligible party (a) has not been reimbursed for those expenses, and (b) is wholly successful, on the merits or otherwise, in the outcome of the proceeding or is substantially successful on the merits in the outcome of the proceeding.


Under Section 162 of the Act, the Registrant may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of that proceeding; provided the Registrant must not make such payments if they are prohibited under Section 163 of the Act or if it has not first received from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by Section 163, the eligible party will repay the amounts advanced.

Under Section 163 of the Act, the Registrant must not indemnify an eligible party against eligible penalties to which the eligible party is or may be liable or pay the expenses of an eligible party under Sections 160(b), 161 or 162 of the Act if any of the following circumstances apply:

 

  (a)

if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay expenses was made, the Registrant was prohibited from giving the indemnity or paying the expenses by its memorandum or articles;

 

  (b)

if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, the Registrant is prohibited from giving the indemnity or paying the expenses by its memorandum or articles;

 

  (c)

if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the Registrant or other corporation or entity referenced in the definition of “eligible party”, as the case may be; or

 

  (d)

in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party’s conduct in respect of which the proceeding was brought was lawful.

If an eligible proceeding is brought against an eligible party by or on behalf of the Registrant or by or on behalf of another corporation or entity referenced in the definition of “eligible party”, the Registrant must neither indemnify the eligible party against eligible penalties to which the eligible party is or may be liable in respect of the proceeding, nor pay the expenses of the eligible party under Sections 160(b), 161 or 162 of the Act in respect of the proceeding.

Under Section 164 of the Act, the Supreme Court of British Columbia may, on application of the Registrant or an eligible party, among other things, order the Registrant to indemnify an eligible party against any liability incurred by the eligible party in respect of an eligible proceeding or to pay expenses incurred by an eligible party in respect of an eligible proceeding, despite Sections 160 to 163 (inclusive) of the Act.

Under the Act, the articles of the Registrant may affect the power or obligation of the Registrant to give an indemnity or pay expenses to the extent that the articles prohibit giving the indemnity or paying the expenses. This is subject to the overriding power of the Supreme Court of British Columbia under Section 164 of the Act.

Under the articles of the Registrant, subject to the provisions of the Act, the Registrant must indemnify a director, former director or alternate director of the Registrant and the heirs and legal personal representatives of all such persons against all “eligible penalties” (as such term is defined in the articles) to which such person is or may be liable, and the Registrant must, after the final disposition of an “eligible proceeding” (as such term is defined in the articles), pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Registrant on the terms of the indemnity contained in the Registrant’s articles. The failure of a director, alternate director or officer of the Registrant to comply with the Act or the articles of the Registrant does not invalidate any indemnity to which such person is entitled under the Registrant’s articles.


Under the articles of the Registrant, the Registrant may purchase and maintain insurance for the benefit of any person (or such person’s heirs or legal personal representatives) who is or was: (a) a director, alternate director, officer, employee or agent of the Registrant; (b) a director, alternate director, officer, employee or agent of any corporation at a time when that corporation was an affiliate of the Registrant; (c) at the request of the Registrant, a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity; or (d) at the request of the Registrant, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity, against any liability incurred by him or her as a director, alternative director, officer, employee or agent or person who holds or held such equivalent position.

The Registrant has entered into indemnity agreements with each of its executive officers and directors, which agreements provide for indemnification of the executive officer or director against certain judgments, penalties, fines, damages, including costs, charges and expenses, that the executive officer or director may incur in such capacity.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

 

Exhibit
No.

  

Description

4.1    Memorandum, Articles and Certificate of Incorporation (incorporated by reference to Exhibit 1.1 to the Registrant’s Registration Statement on Form 20-F (File No. 0-26424), filed on July 13, 1995). (P)
4.2    Notice of Articles and Articles filed under the Business Corporations Act (British Columbia) (incorporated by reference to Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F (File No. 0-26424), filed on March 31, 2006).
4.3    SSR Mining Inc. 2020 Share Compensation Plan
5.1    Opinion of Lawson Lundell LLP
23.1    Consent of PricewaterhouseCoopers LLP
23.2    Consent of Lawson Lundell LLP (included in Exhibit 5.1)
23.3    Consent of F. Carl Edmunds
23.4    Consent of Samuel Mah
23.5    Consent of Trevor J. Yeomans
23.6    Consent of James N. Carver
23.7    Consent of Greg Gibson
23.8    Consent of Jeremy W. Johnson
23.9    Consent of Karthik Rathnam
23.10    Consent of Thomas Rice
23.11    Consent of Glen Cole
23.12    Consent of Jeffrey Kulas
23.13    Consent of Kevin Fitzpatrick
23.14    Consent of Robert Gill
23.15    Consent of Michael Selby
23.16    Consent of Dominic Chartier
23.17    Consent of Mark Liskowich
24.1    Powers of Attorney (included on the signature pages to this registration statement)

 

(P)

Paper exhibits


Item 9. Undertakings.

 

(a)

The undersigned registrant hereby undertakes:

(1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)     to include any prospectus required by section 10(a)(3) of the Securities Act;

(ii)   to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to this registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided, that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements


(b)    The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, British Columbia, Canada on September 15, 2020.

 

SSR MINING INC.

By:

 

/s/ Paul Benson

 

Name: Paul Benson

 

Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Paul Benson and Gregory J. Martin, and each of them (with full power to act alone), as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacity, in connection with this registration statement, including to sign and file in the name and on behalf of the undersigned as director or officer of the registrant any and all amendments or supplements (including any and all stickers and post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission and any applicable securities exchange, securities self-regulatory body or other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them (with full power to act alone), full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on September 15, 2020:

 

Signature

  

Title

/s/ Paul Benson

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

Paul Benson

/s/ Gregory J. Martin

  

Senior Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Gregory J. Martin

/s/ A.E. Michael Anglin

  

Director

A.E. Michael Anglin

/s/ Simon A. Fish

  

Director

Simon A. Fish

/s/ Beverlee F. Park

  

Director

Beverlee F. Park

/s/ Gustavo A. Herrero

  

Director

Gustavo A. Herrero

/s/ Steven P. Reid

  

Director

Steven P. Reid

/s/ Brian R. Booth

  

Director

Brian R. Booth

/s/ Elizabeth A. Wademan

  

Director

Elizabeth A. Wademan


AUTHORIZED REPRESENTATIVE

Pursuant to the requirements to Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement solely in the capacity of the duly authorized representative of SSR Mining Inc. in the United States on September 14, 2020.

 

PUGLISI & ASSOCIATES

By:

 

/s/ Donald J. Puglisi

 

Name: Donald J. Puglisi

 

Title: Managing Director

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