DEFM14A: Coeur Mining to Acquire New Gold in All-Stock Merger

Coeur Mining, Inc. will acquire all outstanding common shares of New Gold Inc. in an all-stock transaction, creating a leading North American precious metals producer.

Summary

• Coeur Mining, Inc. (Coeur) will acquire all issued and outstanding common shares of New Gold Inc. (New Gold) through its wholly-owned subsidiary, 1561611 B.C. Ltd. (Canadian Sub).
• Each New Gold common shareholder will receive 0.4959 shares of Coeur common stock for each New Gold common share held, with fractional shares rounded up or down.
• Upon completion, existing Coeur stockholders will own approximately 62% and former New Gold shareholders will own approximately 38% of the combined company.
• The transaction is structured as a plan of arrangement under British Columbia law, requiring approval from the Supreme Court of British Columbia, regulatory bodies, Coeur stockholders, and New Gold shareholders.
• Coeur stockholders are asked to approve two proposals: (1) an amendment to Coeur's Certificate of Incorporation to increase authorized shares from 900,000,000 to 1,300,000,000, and (2) the issuance of Coeur common stock to New Gold shareholders.
• The Coeur Board of Directors unanimously recommends voting FOR both proposals, citing significant potential benefits.
• Directors and certain officers of both Coeur (1.5% of outstanding shares) and New Gold (0.1% of outstanding shares) have entered into voting and support agreements to vote in favor of the Arrangement.
• New Gold equity awards (options, DSUs, PSUs, RSUs) will be cashed out or converted into Revised New Gold RSUs based on the Exchange Ratio, with specific vesting multipliers for PSUs depending on employee continuation status.

Sentiment

Score: 8

Explanation: The filing presents a strong positive outlook on the strategic business combination, emphasizing significant financial and operational benefits, unanimous board support, and favorable financial advisor opinions. While risks are disclosed, they are framed as inherent to such transactions, and the overall tone is confident in the successful integration and future performance of the combined entity.

Positives

• The Arrangement is expected to create the industry's only all North American senior precious metals mining company.
• Projected to increase 2026 EBITDA to approximately $3 billion and free cash flow to approximately $2 billion, leading to a sector-leading free cash flow yield and rapidly growing cash balance.
• New Gold's New Afton underground mine in British Columbia is considered one of Canada's best assets, adding significant free cash flow and multiyear growth.
• Increased cash flow will enable reinvestment in organic growth opportunities, including the K Zone at New Afton and brownfields exploration at Rainy River and existing U.S., Mexico, and Canada operations.
• New Gold's Rainy River mine is expected to provide strong near-term cash flow through continued ramp-up of underground mining and has significant exploration potential.
• The expected material increase in Coeur's market capitalization will enhance its capital markets presence, providing greater trading liquidity and market exposure.
• Acquisition of New Afton and Rainy River mines will increase Coeur's exposure to Tier 1 jurisdictions.
• Increased scale will provide enhanced strategic flexibility for the combined company.
• Aligned organizational cultures between Coeur and New Gold are expected to support a smooth integration process.
• Coeur's internal expertise with similar operating assets and recent successful integration of SilverCrest are anticipated to benefit the combined company.

Negatives

• Coeur stockholders and New Gold shareholders will have significantly reduced ownership in the combined company (62% for Coeur, 38% for New Gold).
• The fixed Exchange Ratio (0.4959 shares) will not adjust for changes in either company's share price, potentially leading to a lower market value for New Gold shareholders at completion.
• The Arrangement is subject to numerous conditions, including regulatory and shareholder approvals, which may not be satisfied or could cause delays, potentially reducing anticipated benefits.
• Termination of the Arrangement Agreement under certain circumstances could result in Coeur paying a termination fee of $413,705,000 or New Gold paying $254,725,000, plus expense reimbursements up to $33,965,000.
• Business relationships of both companies may be disrupted due to uncertainty associated with the Arrangement, potentially impacting operations and financial position.
• Restrictions on Coeur's business activities prior to closing may prevent it from pursuing certain business opportunities.
• The issuance of a significant number of Coeur common shares (approximately 392.6 million) could lead to market overhang and adversely affect Coeur's share price.
• Coeur does not control New Gold until completion, and New Gold's business performance during the interim period could be negatively affected by external factors.
• Significant transaction and integration costs are expected, which may exceed anticipations and not be fully offset by synergies.
• The combined company may be unable to successfully integrate the businesses or realize anticipated benefits, leading to diversion of management attention and operational disruptions.
• The trading price and volume of the combined company's common stock may be volatile post-Arrangement.
• One or more ratings organizations may take actions adversely affecting the combined company's credit ratings, potentially increasing borrowing costs.
• New Gold's public filings are subject to Canadian disclosure standards (NI 43-101), which differ from SEC requirements (Regulation S-K 1300), potentially leading to non-comparable information.
• Unaudited pro forma financial statements and prospective information are based on preliminary estimates and assumptions, and actual results may differ materially.
• The combined company is subject to risks associated with tariffs, trade restrictions, and international trade policy, potentially increasing costs and disrupting supply chains.
• New Gold's Canadian operations are exposed to political and regulatory risks, including potential resistance from local communities and Indigenous groups regarding foreign influence on resource management.

Risks

• Shareholders of New Gold may not approve the Arrangement.
• Stockholders of Coeur may not approve the Stock Issuance Proposal or the Charter Amendment Proposal.
• Any other condition to the completion of the Arrangement may not be satisfied, or completion might be delayed or not occur at all.
• Either Coeur or New Gold may terminate the Arrangement Agreement and be required to pay a termination fee to the other party.
• Regulatory approvals (Mexico Antitrust Approval, Competition Act Approval, ICA Approval) required to complete the Arrangement may be delayed, impose burdensome conditions, or not be obtained.
• The Arrangement may not be accretive, and may be dilutive, to Coeur's earnings per share, negatively affecting Coeur Common Stock market price.
• Coeur and New Gold may incur significant transaction and other costs in excess of those anticipated.
• Potential adverse reactions or changes to business or employee relationships of Coeur or New Gold due to the announcement or completion of the Arrangement.
• The ultimate timing, outcome, and results of integrating the operations of Coeur and New Gold are uncertain.
• The ability of the combined company to realize anticipated synergies in the timeframe expected or at all is not guaranteed.
• Changes in capital markets and the ability of the combined company to finance operations in the manner expected.
• The unaudited pro forma condensed combined financial statements and other financial forecasts may not be predictive of actual results.
• The Arrangement and its announcement, pendency, or failure to complete could adversely affect Coeur Common Stock price, business, financial results, operations, or employee/business relationships.
• Disruption of management time from ongoing business operations due to the Arrangement.
• Operating costs and business disruption may be greater than expected following the public announcement or consummation.
• Coeur or New Gold may not receive the required stock exchange approvals of the Arrangement.
• Risk of litigation relating to the proposed Arrangement, including demand letters from purported stockholders alleging disclosure violations.
• Risks to Coeur's and New Gold's business generally, including changes in governmental regulations or enforcement practices, effects of commodity prices, life of mine estimates, timing and amount of estimated future production, and risks of mining activities.
• Risk that New Gold may have liabilities not known to Coeur.
• The Arrangement Agreement contains restrictions on Coeur's ability to pursue certain transactions during its pendency without New Gold's consent.
• Potential payments to New Gold shareholders who exercise dissent rights could adversely affect the combined company's financial condition or prevent completion if exceeding 5% of outstanding shares.

Future Outlook

The combined company is expected to become the industry's only all North American senior precious metals mining company, with projected 2026 EBITDA of approximately $3 billion and free cash flow of approximately $2 billion. This is anticipated to result in a sector-leading free cash flow yield and a rapidly growing cash balance, enabling reinvestment in organic growth opportunities across its expanded portfolio. The acquisition is expected to increase Coeur's exposure to Tier 1 jurisdictions and provide enhanced strategic flexibility. The Arrangement is currently expected to close in the first half of 2026, subject to various approvals and conditions.

Management Comments

• Mitchell J. Krebs, Chairman, President & Chief Executive Officer of Coeur, strongly supports the proposed Arrangement and the Charter Amendment, joining the board in unanimously recommending a FOR vote for each proposal.
• The Coeur Board evaluated the Arrangement in consultation with Coeur's senior management and legal and financial advisors and unanimously determined it advisable and in the best interests of Coeur and its stockholders.

Industry Context

This strategic business combination aims to create a unique, all North American senior precious metals mining company, distinguishing it within the global mining sector. The acquisition of New Gold's assets, particularly the New Afton copper-gold mine and Rainy River gold mine, is expected to significantly enhance Coeur's portfolio by adding substantial free cash flow and multiyear growth, increasing exposure to Tier 1 jurisdictions, and boosting overall market capitalization and liquidity. This move reflects a trend towards consolidation and geographical focus within the precious metals industry, particularly in stable mining regions like North America, to leverage operational scale and diversified metal exposure (gold, silver, copper).

Comparison to Industry Standards

• BMO Capital Markets' analysis of Coeur's selected public companies (Endeavour Silver Corp., First Majestic Silver Corp., Hecla Mining Company, Pan American Silver Corp.) showed estimated net asset value per share multiples ranging from 1.09x to 2.06x (median 1.57x), calendar year 2026 estimated cash flow per share multiples from 7.8x to 13.8x (median 8.7x), and calendar year 2026 estimated EBITDA multiples from 5.8x to 10.2x (median 7.0x). Coeur's implied per share equity value reference ranges were $9.79-$13.51 (NAV), $14.38-$20.31 (CFPS), and $12.36-$16.53 (EBITDA).
• BMO Capital Markets' analysis of New Gold's selected public companies (Alamos Gold Inc., B2Gold Corp., Eldorado Gold Corporation, Equinox Gold Corporation, IAMGOLD Corporation, OceanaGold Corporation, Orla Mining Ltd., SSR Mining Inc.) showed estimated net asset value per share multiples ranging from 0.66x to 1.10x (median 0.83x), calendar year 2026 estimated cash flow per share multiples from 3.8x to 7.5x (median 4.7x), and calendar year 2026 estimated EBITDA multiples from 3.0x to 6.8x (median 4.1x). New Gold's implied per share equity value reference ranges were $2.94-$4.97 (NAV), $5.11-$7.84 (CFPS), and $4.60-$6.04 (EBITDA).
• BMO Capital Markets' implied exchange ratio reference ranges based on selected public companies were 0.218x-0.508x (NAV), 0.252x-0.545x (CFPS), and 0.278x-0.489x (EBITDA), compared to the fixed Exchange Ratio of 0.4959x.
• RBC Capital Markets' selected public companies analysis for New Gold (Equinox Gold Corp., IAMGOLD Corporation, B2Gold Corp., OceanaGold Corporation, SSR Mining Inc., Orla Mining Ltd., Wesdome Gold Mines Ltd.) showed Price/NAV multiples of 0.7x-1.0x, EV/2026E EBITDA multiples of 3.0x-4.9x, and Price/2026E Cash Flow multiples of 3.8x-6.2x. New Gold's implied per-share values were $2.58-$3.68 (Price/NAV), $3.87-$6.61 (EV/2026E EBITDA), and $5.32-$8.68 (Price/2026E Cash Flow).
• RBC Capital Markets' selected public companies analysis for Coeur (Fresnillo plc, Pan American Silver Corp., Hecla Mining Company, First Majestic Silver Corp.) showed Price/NAV multiples of 1.1x-2.0x, EV/2026E EBITDA multiples of 6.9x-11.1x, and Price/2026E Cash Flow multiples of 7.7x-13.5x. Coeur's implied per-share values were $7.43-$13.51 (Price/NAV), $14.44-$23.33 (EV/2026E EBITDA), and $13.22-$23.18 (Price/2026E Cash Flow).
• RBC Capital Markets' implied exchange ratio reference ranges based on selected public companies were 0.1908x-0.4956x (Price/NAV), 0.1659x-0.4579x (EV/2026E EBITDA), and 0.2294x-0.6564x (Price/2026E Cash Flow), compared to the fixed Exchange Ratio of 0.4959x.
• RBC Capital Markets' selected precedent transactions analysis (e.g., Gold Fields/Gold Road, Newmont/Newcrest, Pan American/Agnico Eagle/Yamana) showed implied Price/NAV multiples of 1.0x-1.3x, EV/NTM EBITDA multiples of 5.8x-9.8x, and Price/NTM Cash Flow multiples of 6.4x-11.0x. The Arrangement's implied multiples for New Gold were 2.3x (Price/NAV) and 6.2x (EV/NTM EBITDA, Price/NTM Cash Flow) at a 5% real discount rate, and 2.8x (Price/NAV) at WACC.
• One-day premiums paid in selected precedent transactions ranged from 18% to 43%, implying values from $8.66 to $10.50 per New Gold Common Share, compared to the Implied Per Share Offer Price of $8.51.

Management Changes

Corporate Governance

Legal Proceedings

• After filing its Preliminary Proxy Statement on December 3, 2025, Coeur received demand letters from purported stockholders alleging violations of Sections 14(a) and 20(a) of the Exchange Act in connection with the disclosures relating to the Arrangement.
• The demands assert that Coeur's disclosures were incomplete and misleading.
• Coeur does not believe the allegations are meritorious and intends to defend against them vigorously.

Related Party Transactions

• Directors and certain officers of Coeur (collectively holding approximately 1.5% of outstanding Coeur Common Stock) have entered into Coeur Voting Agreements with New Gold.
• Directors and certain officers of New Gold (collectively holding approximately 0.1% of outstanding New Gold Common Shares) have entered into New Gold Voting Agreements with Coeur.
• These Voting Agreements commit signatories to vote their shares in favor of the Arrangement-related proposals and against inconsistent matters, and not to exercise dissent rights.

Stakeholder Impact

• **Shareholders (Coeur)**: Will experience dilution, owning approximately 62% of the combined company, but are expected to benefit from increased scale, diversified metals mix, higher EBITDA and free cash flow, and enhanced strategic flexibility. They will vote on the share issuance and charter amendment.
• **Shareholders (New Gold)**: Will become Coeur stockholders, owning approximately 38% of the combined company, receiving 0.4959 Coeur shares per New Gold share. They will benefit from the strategic rationale of the combined entity but will have reduced individual influence. Dissenting shareholders have appraisal rights.
• **Employees (New Gold)**: Equity awards will be cashed out or converted. Continuing employees will receive retention awards. Employment terms and benefits are expected to be honored, but some employees may be designated as Non-Continuing Employees, leading to termination.
• **Management (Coeur & New Gold)**: Current Coeur management team will continue. New Gold's CEO and one other director will join Coeur's board, integrating leadership and expertise.
• **Customers, Suppliers, Business Partners**: May experience uncertainty associated with the Arrangement, potentially leading to delays in new relationships or renegotiation of existing ones, which could disrupt business operations.
• **Regulatory Authorities**: The transaction requires multiple regulatory approvals (Mexico, Canada), indicating scrutiny and potential conditions or delays.
• **Local Communities & Indigenous Groups**: New Gold's Canadian operations are exposed to political and regulatory risks related to foreign influence on resource management and environmental stewardship, requiring transparent relationships and proactive engagement.

Next Steps

• Coeur stockholders to attend and vote at a special meeting on January 27, 2026, to approve the Charter Amendment Proposal and the Stock Issuance Proposal.
• New Gold shareholders to hold a separate meeting to approve the Arrangement resolution.
• Obtain Final Order from the Supreme Court of British Columbia approving the Arrangement.
• Obtain regulatory approvals, including Mexico Antitrust Approval, Competition Act Approval, and ICA Approval.
• Obtain stock exchange listing approvals for Coeur Common Stock on the NYSE and TSX.
• The Arrangement is expected to close in the first half of 2026.
• New Gold Common Shares to be delisted from the TSX and NYSE American following completion.
• Coeur will apply to have New Gold cease to be a reporting issuer in Canada and the United States.
• Coeur will submit an application to list its shares of Coeur Common Stock on the TSX.
• Two New Gold directors (Patrick Godin and one other) will be appointed to the Coeur Board at the Effective Time and nominated for election at the next annual general meeting.

Key Dates

Recommendation

The proposed acquisition of New Gold by Coeur Mining is a highly strategic move that is expected to create a leading North American precious metals producer with significantly enhanced scale, diversified metal exposure (gold, silver, copper), and robust financial metrics. The projected increase in 2026 EBITDA to $3 billion and free cash flow to $2 billion, coupled with a sector-leading free cash flow yield, positions the combined entity for strong financial performance and the ability to reinvest in organic growth. The addition of New Gold's high-quality assets, particularly the New Afton and Rainy River mines in Tier 1 jurisdictions, strengthens the portfolio and provides multiyear growth. While integration risks and potential delays exist, the unanimous board recommendation, favorable fairness opinions from financial advisors, and the long-term strategic benefits outweigh these concerns. The increased market capitalization and liquidity are also positive factors for investors. This transaction is transformative and sets the combined company on a path for substantial value creation.

Keywords

Precious Metals, Gold Mining, Silver Mining, Copper Mining, Merger, Acquisition, SEC Filing, Proxy Statement, Coeur Mining, New Gold, Mining Industry, North America, Strategic Combination, Shareholder Vote, Corporate Governance, Risk Factors, Financial Performance, EBITDA, Free Cash Flow, Regulatory Approvals