New Gold (NGD) M&A Announcement summary

Deal rationale and strategic fit

• Creates the only all-North American senior precious metals mining company with seven operations and a $20 billion market capitalization, focused on gold, silver, and copper in the U.S., Canada, and Mexico.

• Enhances scale, diversification, and sector profile, positioning the combined entity among the top 10 global precious metals companies and top 5 silver producers.

• Provides exposure to a unique mix of gold, silver, and copper, with a balanced asset base and no single mine exceeding 25% of NAV.

• Strengthens management and board with key additions from both companies, fostering a resilient and experienced leadership team.

• Accelerates investment in high-return organic growth and exploration opportunities, particularly in Canada.

Financial terms and conditions

• New Gold shareholders receive 0.4959 Coeur shares per New Gold share, implying $8.51 per share and a 16% premium to the October 31, 2025, closing price.

• Total equity value of the deal is approximately $7 billion, with a pro forma combined equity market capitalization of $20 billion.

• Upon closing, Coeur and New Gold shareholders will own approximately 62% and 38% of the combined company, respectively.

• Break fees of $414 million (Coeur) and $255 million (New Gold) apply if the deal is terminated under certain circumstances.

• Shareholder meetings for approval are expected in Q1 2026, with closing anticipated in the first half of 2026.

Synergies and expected cost savings

• Transaction is highly accretive on all key per share metrics, including net asset value, operating cash flow, and free cash flow.

• Expected to generate $3 billion EBITDA and $2 billion free cash flow in 2026 at lower costs and higher margins.

• Addition of low-cost Canadian mines expected to reduce overall costs and improve margins.

• Enhanced operational synergies, including unlocking potential at New Afton and Rainy River, and reducing overall costs through portfolio optimization.

• Focus is on creating a higher quality, more resilient business rather than traditional cost synergies.