Coeur Mining (CDE) M&A Announcement summary

Deal rationale and strategic fit

• The acquisition creates a leading global silver company with a balanced portfolio of five North American assets and expected 2025 production of 21 million ounces of silver and 432,000 ounces of gold, enhancing scale, diversification, and cash flow.

• Addition of the high-grade, low-cost Las Chispas mine supplements existing operations and leverages Coeur's expertise in underground mining and exploration.

• The combined company is positioned as a peer leader in silver production, market capitalization, and ESG practices, with significant exposure to precious metals and a strong U.S. revenue base.

• The transaction provides SilverCrest shareholders with an immediate premium, exposure to a larger, more diversified platform, and enhanced trading liquidity.

• The deal accelerates strategic priorities, offering greater scale, lower costs, and a stronger balance sheet.

Financial terms and conditions

• SilverCrest shareholders will receive 1.6022 Coeur shares per SilverCrest share, implying $11.34 per share and an 18% premium to the 20-day VWAP and a 22% premium to the prior closing price, with a total equity value of approximately $1.7 billion.

• Upon closing, Coeur and SilverCrest shareholders will own about 63% and 37% of the combined company, respectively.

• Pro forma market capitalization is approximately $4.5 billion.

• Break fees: $100 million (Coeur) and $60 million (SilverCrest), with reciprocal expense reimbursement in certain circumstances.

• Expected 2025 EBITDA and free cash flow will increase by 35% and 33%, respectively, with combined company expected to generate $700 million EBITDA and $350 million free cash flow in 2025.

Synergies and expected cost savings

• Operational synergies are anticipated between Las Chispas and Palmarejo, leveraging expertise in underground mining, processing, and health and safety.

• Combined company expects a 40% reduction in leverage ratio on day one, accelerating deleveraging initiatives.

• Potential for throughput improvements, best practice sharing, and improved cost and margin profile across operations.

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