Coeur Mining (CDE) Proxy Filing summary

Executive summary

• A strategic business combination is proposed where Coeur will acquire all outstanding shares of New Gold, making New Gold a wholly-owned subsidiary via a plan of arrangement under Canadian law, with an exchange ratio of 0.4959 Coeur shares per New Gold share.

• Upon completion, former Coeur shareholders will own about 62% and former New Gold shareholders about 38% of the combined company.

• The transaction is subject to approval by both companies' shareholders, the Supreme Court of British Columbia, and various regulatory bodies, with closing expected in the first half of 2026.

• The Coeur board unanimously recommends voting in favor of the proposals, citing increased scale, enhanced free cash flow, and strategic benefits.

Voting matters and shareholder proposals

• Shareholders are asked to vote on two main proposals: (1) amending Coeur’s certificate of incorporation to increase authorized shares from 900 million to 1.3 billion, and (2) approving the issuance of Coeur shares to New Gold shareholders.

• Approval of both proposals is required for the transaction to proceed; abstentions count toward quorum but not for or against the proposals.

• Voting agreements have been signed by directors and certain officers of both companies, committing them to support the transaction.

Board of directors and corporate governance

• Two New Gold directors, including its CEO, will join the combined company’s board at closing, with the rest of the board comprised of current Coeur directors.

• The combined company will maintain its headquarters in Chicago and continue as a Delaware corporation.