New Gold (NGD) M&A Announcement summary

Deal rationale and strategic fit

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

• Positions the combined entity among the top 10 global precious metals producers and top 5 global silver producers, with enhanced scale, asset quality, and jurisdictional diversification.

• Provides shareholders with exposure to a unique mix of gold, silver, and copper, diversifying risk and strengthening the growth pipeline with high-return organic opportunities.

• Combines two companies with similar cultures, aiming for faster value creation, a resilient team, and strong safety and environmental credentials.

• Enhances index inclusion, trading liquidity, and potential for investment-grade credit rating.

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.

• Combined company ownership: 62% Coeur shareholders, 38% New Gold shareholders.

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

• Requires 66 2/3% approval from New Gold shareholders, majority approval from Coeur shareholders, and court approval.

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 and portfolio optimization expected to reduce overall costs and improve margins.

• Double-digit decline in 2026 cost per ounce expected, with free cash flow per share accretion of about 40%.

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