Coeur Mining (CDE) M&A Announcement summary

Deal rationale and strategic fit

• Creates a leading global silver company with over 21 million ounces of expected silver and 432,000 ounces of gold production in 2025 from five North American assets.

• Adds the high-grade, low-cost Las Chispas mine, enhancing asset quality, cash flow, and geographic diversification.

• Positions the combined entity for peer-leading production, improved cost profile, and significant free cash flow growth.

• Leverages Coeur's expertise in underground mining and exploration to unlock further value at Las Chispas.

• Shared commitment to ESG, focusing on water usage, emissions, community, workforce development, and governance.

Financial terms and conditions

• SilverCrest shareholders receive 1.6022 Coeur shares per SilverCrest share, implying $11.34 per share and an 18% premium to 20-day VWAP, 22% premium to prior close, and a $1.7 billion equity value.

• Pro forma ownership: 63% Coeur shareholders, 37% SilverCrest shareholders.

• Pro forma market capitalization of approximately $4.5 billion.

• Break fees: $100 million (Coeur) and $60 million (SilverCrest) under certain circumstances.

• Coeur to acquire all outstanding SilverCrest shares via a Plan of Arrangement.

Synergies and expected cost savings

• Combined company expected to generate $700 million EBITDA and $350 million free cash flow in 2025 at lower costs and higher margins.

• Immediate 40% reduction in Coeur's leverage ratio upon closing, accelerating deleveraging.

• Enhanced financial strength enables continued investment in organic growth and exploration.

• Combined expertise in underground mining and regional operations expected to enhance both Las Chispas and Palmarejo.

• Opportunity to leverage best practices and infrastructure between neighboring assets.