Coeur Mining Announces Material Agreement, Officer Changes

Ticker: CDE · Form: 8-K · Filed: Feb 7, 2025 · CIK: 215466

Sentiment: neutral

Topics: material-agreement, officer-changes, director-changes, corporate-governance

TL;DR

Coeur Mining inked a big deal & shuffled execs on Feb 5th.

AI Summary

Coeur Mining, Inc. announced on February 5, 2025, that it has entered into a material definitive agreement. The company also reported the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements for these officers. Additionally, matters were submitted to a vote of security holders, and a Regulation FD disclosure was made.

Why It Matters

This filing indicates significant corporate actions, including a new agreement and changes in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — The filing details material agreements and changes in officers and directors, which can introduce uncertainty or signal strategic shifts.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Coeur Mining, Inc.?

The filing states that Coeur Mining, Inc. entered into a material definitive agreement on February 5, 2025, but does not provide specific details about the agreement itself within the provided text.

Who are the specific officers or directors departing or being elected/appointed?

The filing mentions the departure of directors or certain officers, the election of directors, and the appointment of certain officers, as well as compensatory arrangements, but does not name the individuals involved in the provided text.

What matters were submitted to a vote of security holders?

The filing indicates that matters were submitted to a vote of security holders on or before February 5, 2025, but the specific proposals are not detailed in the provided text.

What is the purpose of the Regulation FD disclosure mentioned in the filing?

The filing notes a Regulation FD disclosure was made on February 5, 2025, but the content of this disclosure is not specified in the provided text.

When was Coeur Mining, Inc. incorporated and in which state?

Coeur Mining, Inc. was incorporated in Delaware.

Filing Stats: 1,921 words · 8 min read · ~6 pages · Grade level 12 · Accepted 2025-02-07 08:46:17

Key Financial Figures

Filing Documents

01

Item 1.01 Amendment of Material Agreement. As previously announced, on October 3, 2024, Coeur Mining, Inc., a Delaware corporation ("Coeur"), SilverCrest Metals Inc., a corporation existing under the laws of the Province of British Columbia, Canada ("SilverCrest"), 1504648 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of the Province of British Columbia, Canada and a wholly-owned subsidiary of Coeur ("Canadian Sub"), Coeur Rochester, Inc., a Delaware corporation and a wholly-owned subsidiary of Coeur, and Compaa Minera La Llamarada, S.A. de C.V., a company existing under the laws of Mexico and a wholly-owned subsidiary of SilverCrest, entered into an arrangement agreement (the "Arrangement Agreement") and agreed to a strategic business combination transaction pursuant to a plan of arrangement (the "Plan of Arrangement") under the Business Corporations Act (British Columbia) (the "Arrangement"). On February 5, 2025, the parties entered into an amendment (the "Amendment") to the Plan of Arrangement attached to the Arrangement Agreement. The Amendment provides that certain actions to be taken under the Plan of Arrangement may be taken on a calendar day that is not a business day, The description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Election of N. Eric Fier and Pierre Beaudoin to the Company's Board of Directors Pursuant to the Arrangement Agreement, Coeur agreed to take all actions necessary to provide that, as of and contingent upon the effective time of the Arrangement ("Effective Time"), N. Eric Fier and Pierre Beaudoin shall be appointed to the board of directors of Coeur (the "Coeur Board"). On February 6, 2025, the Coeur Board approved increasing the size of the Coeur Board from eight directors to ten directors and elected Mr. Fier and Mr. Beaudoin to the Coeur Board, both to be effective as of (and contingent upon) the Effective Time, to serve until the 2025 annual general meeting of stockholders of Coeur or until a successor is duly elected and qualified or the office is otherwise vacated. The Coeur Board has determined that each of Mr. Fier and Mr. Beaudoin will qualify as an independent director under the corporate governance standards of the New York Stock Exchange and the applicable rules adopted by the U.S. Securities and Exchange Commission (the "SEC"). The compensation of each of Mr. Fier and Mr. Beaudoin for his respective service as a non-employee director will be consistent with that of Coeur's other non-employee directors. Mr. Fier is a Certified Professional Geologist (USA) and Engineer (Canada) with over 35 years of experience in the international mining industry, including with exploration, acquisition, development and production of numerous mining projects in Guyana, Chile, Brazil, Central America, Mexico and Peru. He has in-depth knowledge of project evaluation and management, reserve estimation and economic analysis, construction, and operations management. Mr. Fier previously worked as Chief Geologist with Pegasus Gold Corp., Senior Engineer & Manager with Newmont Mining Corp. and Project Manager with Eldora

07

Item 5.07. Submission of Matters to a Vote of Security Holders. On February 6, 2025, Coeur held a special meeting of stockholders (the "Special Meeting") in connection with the Arrangement. At the close of business on the record date of the Special Meeting, there were 399,314,953 shares of common stock, par value $0.01 per share, of Coeur issued and outstanding (collectively, the "Coeur Common Stock"), each of which was entitled to one vote with respect to the proposals voted on at the Special Meeting. A total of 273,978,747 shares of Coeur Common Stock, constituting a quorum. The following is a summary of the matters voted on at the Special Meeting based on the final, certified report of the voting results by the independent inspector of elections. The definitive proxy statement related to the Special Meeting that was filed by Coeur with the SEC under cover of Schedule 14A (File No. 001-08641) on December 30, 2024 contains a description of the following proposals considered at the Special Meeting. There were no recorded broker non-votes. Proposal 1: The Charter Amendment Proposal To approve the amendment to the Certificate of Incorporation of Coeur, as amended, to increase the number of authorized shares of Coeur Common Stock from 600,000,000 shares to 900,000,000 shares. The following votes were cast at the Special Meeting (in person or by proxy) and the proposal was approved: For Against Abstain/ Withheld Approval Percentage (1) 270,353,229 3,230,139 395,379 98.81% (1) Percentage of votes cast for the proposal, excluding abstentions and broker non-votes. Proposal 2: The Stock Issuance Proposal To approve the issuance of shares of Coeur Common Stock to SilverCrest shareholders in connection with the Arrangement. The following votes were cast at the Special Meeting (in person or by proxy) and the proposal was approved: For Against Abstain/ Withheld Approval Percentage (1) 271,155,997 2,376,995 445,755 99.13% (1) Percentage of v

01

Item 7.01. Regulation FD Disclosure. on or around February 14, 2025.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit 10.1 Amendment to Plan of Arrangement, dated as of February 5, 2025, by and among Coeur Mining, Inc, SilverCrest Metals Inc., 1504648 B.C. Unlimited Liability Company, Coeur Rochester, Inc., and Compaa Minera La Llamarada, S.A. de C.V.

Forward-Looking Statements and Cautionary Statements

Forward-Looking Statements and Cautionary Statements Certain statements in this document concerning the proposed Arrangement, including any statements regarding the expected timetable for completing the Arrangement, and any other statements regarding Coeur's or SilverCrest's future expectations, beliefs, plans, assumptions or future events that are not historical facts are "forward-looking" statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words "anticipate," "believe," "ensure," "expect," "if," "intend," "estimate," "probable," "project," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "would," "potential," "may," "might," "anticipate," "likely" "plan," "positioned," "strategy," and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the risk that any other condition to Closing (as defined in the Arrangement Agreement) may not be satisfied; the risk that the Closing might be delayed or not occur at all; the risk that either Coeur or SilverCrest may terminate the Arrangement Agreement and either Coeur or SilverCrest is required to pay a termination fee to the other party; the expected listing of shares on the NYSE; the risk of any

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