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Coeur Mining, Inc.

For the period ended Mar 19, 2026. Filed Mar 23, 2026.

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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Mar 19, 2026 · Filed Mar 23, 2026

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CDE$15.47+5.7%Stored close · as of Nov 6, 2026
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Introductory Note

As previously announced, on November 2, 2025, Coeur Mining, Inc., a Delaware corporation (“Coeur”), New Gold Inc., a corporation existing under the laws of the Province of British Columbia, Canada (“New Gold”), and 1561611 B.C. LTD., a corporation organized and existing under the laws of the Province of British Columbia, Canada and a wholly-owned subsidiary of Coeur (“Canadian Sub”), entered into an arrangement agreement (the “Arrangement Agreement”) and agreed to a strategic business combination transaction pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). On March 20,2026 (the “Closing Date”), pursuant to the terms and conditions set forth in the Arrangement Agreement, Coeur (through the Canadian Sub) acquired all of the issued and outstanding common shares of New Gold (each, a “New Gold Common Share”) pursuant to a Plan of Arrangement with New Gold becoming a wholly-owned subsidiary of Coeur.

The foregoing descriptions of the Arrangement and Arrangement Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Arrangement Agreement, which is included as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Coeur on November 3, 2025 and is incorporated by reference herein.

Item 1.01Entry into a Material Definitive Agreement.

On March 20,2026, Coeur entered into a Credit Agreement (the “Credit Agreement”) by and among Coeur, as borrower, certain subsidiaries of Coeur, as guarantors, the lenders party thereto and National Bank of Canada, as administrative agent. The Credit Agreement replaced Coeur’s existing credit agreement dated as of September 29, 2017, by and among Coeur, as borrower, certain subsidiaries of Coeur, as guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent, as amended.

The Credit Agreement provides for a$1,000,000,000 senior secured revolving credit facility (the “Facility”), which may be increased by up to$250,000,000 in incremental loans and commitments subject to the terms of the Credit Agreement. The proceeds of the Facility will be used to finance working capital and general corporate purposes of Coeur and its subsidiaries.

The Facility has a term offive years. The loans under the Facility will bear interest at a rate equal to either a base rate plus a margin ranging from 0.450% to 1.500%, Term SOFR plus a margin ranging from 1.450% to 2.500%, or Daily Simple SOFR plus a margin ranging from 1.450% to 2.500%, in each case as selected by Coeur, with such margin determined in accordance with a pricing grid based upon Coeur’s consolidated net leverage ratio as of the end of the applicable period. Subject to no event of default, upon Coeur receiving at leasttwo of the following debt ratings: BBB- (or better) from S&P, Baa3 (or better) from Moody’s, or BBB- (or better) from Fitch (the “Collateral Release Event”) and theone-time election of Coeur (the “Margin Election”), the applicable margin will instead be determined based upon Coeur’s debt ratings from S&P, Moody’s and Fitch, and will range from 0.125% to 1.000% for Base Rate Loans and from 1.125% to 2.000% for Term SOFR Loans and Daily SOFR Loans.

Coeur is required to pay a commitment fee on thedaily unused portion of the Facility. Prior to the Collateral Release Event and the Margin Election, the commitment fee ranges from 0.200% to 0.350%per annum, determined in accordance with a pricing grid based upon Coeur’s consolidated net leverage ratio. Following the Collateral Release Event and the Margin Election, the commitment fee ranges from 0.110% to 0.250%per annum, determined in accordance with a pricing grid based upon Coeur’s debt ratings. Coeur will also pay customary letter of credit fees and other fees under the Credit Agreement.

Voluntary prepayments of the loans under the Credit Agreement are permitted without premium or penalty. Other than a requirement that Coeur prepay outstanding loans and/or cash collateralize letter of credit obligations to the extent that the total revolving outstandings exceed the aggregate revolving commitments then in effect, the Credit Agreement does not require mandatory prepayments of the loans prior to maturity. Amounts repaid may be subsequently reborrowed subject to the terms of the Credit Agreement.

The Facility is secured by a pledge of the shares of certain of Coeur’s domestic and Canadian subsidiaries. Upon the occurrence of the Collateral Release Event, and provided no event of default has occurred and is continuing, the equity pledge will be released and the Facility will be unsecured.

The Credit Agreement contains representations and warranties and affirmative and negative covenants that are usual and customary, including representations, warranties, and covenants that, among other things, restrict the ability of Coeur and its subsidiaries to incur additional debt, incur or permit liens on assets, make investments and acquisitions, consolidate or merge with any other company, engage in asset sales and make dividends and distributions. The Credit Agreement also contains representations, warranties, and covenants that, among other things, require compliance with environmental laws and maintenance of mining rights. The Credit Agreement also contains financial covenants consisting of (i) prior to the Collateral Release Event and the Margin Election, a consolidated net leverage ratio not to exceed 3.50 to 1.00 and a consolidated interest coverage ratio of not less than 3.00 to 1.00, and (ii) following the Collateral Release Event and the Margin Election, a net debt to capital ratio not to exceed 60%.

Obligations under the Credit Agreement may be accelerated upon the occurrence of certain customary events of default (subject to grace periods and cure rights, as appropriate), including among others: nonpayment of principal, interest or fees; breach of the affirmative, negative or financial covenants; breach of the representations or warranties in any material respect; events of default with respect to other material indebtedness; bankruptcy or insolvency; material judgments entered against Coeur or any of its restricted subsidiaries that are not promptly paid or stayed; termination of or default under any material contract or license relating to the New Afton Mine, the Rainy River Mine, the Las Chispas Mine, the Palmarejo Mine, the Rochester Mine, the Kensington Mine, or the Wharf Mine that could reasonably be expected to result in a material adverse effect; invalidity or unenforceability of the Credit Agreement or other documents associated with the Credit Agreement; and a change of control of Coeur.

A copy of the Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of the Credit Agreement is a summary only and is qualified in its entirety by the terms of the Credit Agreement.

Item 2.01.Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and under Item 3.02 and Item 5.03 of this Current Report on Form 8-K are incorporated by reference in its entirety into this Item 2.01.

At the effective time of the Arrangement (the “Effective Time”), among other things:

•each New Gold shareholder (other than in respect to New Gold Common Shares held by Coeur or Canadian Sub, and New Gold shareholders who validly exercised dissent rights in connection with the Arrangement) received 0.4959 shares of common stock (the “Exchange Ratio”), par value $0.01 per share, of Coeur (the “Coeur Common Stock”), in exchange for each New Gold Common Share they held;
•each option to purchase New Gold Common Shares (a “New Gold Option”) outstanding immediately prior to the Effective Time was fully vested and cancelled in exchange for an amount equal to (a) the product of (i) the number of New Gold common shares for which such New Gold Options may be exercised, and (ii) the volume weighted average share price of the New Gold Common Shares on the Toronto Stock Exchange (during continuous trading hours) for the five trading days ending on the third business day prior to the Closing Date, less (b) its exercise price;
•all deferred share units of New Gold (“New Gold DSUs”) were fully vested in exchange for a cash payment from New Gold, calculated in accordance with the terms of the deferred share unit plan of New Gold effective May 6, 2010 (except that the calculation of the amounts payable was determined as of the third business day prior to the Closing Date);
•all performance share units of New Gold (“New Gold PSUs”) were fully vested in exchange for a cash payment from New Gold, calculated in accordance with the terms of the long term incentive plan of New Gold effective February 19, 2025 (the “LTIP”) (except that the calculation of the amounts payable was determined as at the third business day prior to the Closing Date) immediately prior to the Effective Time provided that (A) the vesting multiplier applicable to all calculation periods ending on or prior to the third business day prior to the Closing Date for each New Gold PSU was determined based on the terms of the LTIP and (B) the vesting multiplier applicable to all calculation periods ending after the third business day prior to the Closing Date for each New Gold PSU was (i) 100%, in the case of New Gold employees who were employed by Coeur, New Gold or any of their respective subsidiaries following the Effective Time (“Continuing Employees”); or (ii) 150%, in the case of New Gold employees whose employment with New Gold or any of its subsidiaries was terminated at or immediately prior to the Effective Time (“Non-Continuing Employees”);
•all restricted share units of New Gold (“New Gold RSUs”) were treated as follows:
•New Gold RSUs held by Non-Continuing Employees (“Accelerated RSUs”) were fully vested pursuant to, and redeemed for cash in accordance with, the terms of the LTIP (except that the calculation of the amounts payable was determined as of the third business day prior to the Closing Date); and
•New Gold RSUs held by Continuing Employees were (1) amended by multiplying each such New Gold RSU by the Exchange Ratio, and thereafter, the holder thereof was entitled to the number of New Gold RSUs as is equal to the product of such amendment (the “Revised New Gold RSUs”); (2) upon the vesting of such Revised New Gold RSUs following the Effective Time, each such Revised New Gold RSU entitled the holder thereof to receive a payment in cash, in accordance with the terms of the LTIP, with reference to the trading price of the Coeur Shares rather than the New Gold Shares, and (3) such Revised New Gold RSUs remained outstanding and governed by the terms of the LTIP and any document evidencing the New Gold RSUs (subject to amendments as contemplated in the Arrangement Agreement).
Item 3.02.Unregistered Sales of Equity Securities.

The information disclosed under Item 2.01 is incorporated into this Item 3.02 in its entirety. The securities issued pursuant to the Arrangement Agreement, consisting of approximately 393 million shares of Coeur Common Stock were issued in reliance upon Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”).

Item 3.03.Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item 3.03.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced on February 17, 2026, Coeur’s Board of Directors (the “Coeur Board”) approved the appointment of Mr. Patrick Godin and Ms. Marilyn Schonberner to the Coeur Board, effective at, and contingent upon, the completion of the Arrangement. Effective as of the Closing Date, Mr. Godin and Ms. Schonberner have been appointed to the Coeur Board and Ms. Schonberner has been appointed to the Audit Committee of the Board.

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item 5.03.

On March 19, 2026, Coeur’s certificate of incorporation was amended in connection with the Arrangement and in accordance with the terms of the Arrangement Agreement in the form attached hereto as Exhibit 3.1 (the “Certificate of Incorporation Amendment”), to increase the number of authorized shares of Coeur Common Stock from 900,000,000 shares to 1,300,000,000 shares, such share authorization having been approved at Coeur’s special meeting of stockholders held on January 27, 2026.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Incorporation Amendment, which is filed as Exhibit 3.1 hereto and incorporated by reference herein.

Item 7.01.Regulation FD Disclosure.
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