Mr. Jeff Wilhoit reports
COEUR MINING, INC. ANNOUNCES COMMENCEMENT OF EXCHANGE OFFER AND CONSENT SOLICITATION FOR NEW GOLD SENIOR NOTES
Coeur Mining Inc. has commenced a private exchange offer to certain eligible holders for any and all of the $400-million (U.S.) aggregate principal amount outstanding 6.875 per cent senior notes due 2032 (Cusip: 644535 AJ5/C62944 AE0; ISIN: US644535AJ57/USC62944AE04) (the existing notes) issued by New Gold Inc. for up to $400-million (U.S.) aggregate principal amount of new notes to be issued by Coeur and cash.
In conjunction with the exchange offer, Coeur is concurrently soliciting consents to adopt certain proposed amendments to the indenture governing the existing notes to, among other things, eliminate from the existing notes indenture (i) substantially all of the restrictive covenants and (ii) certain of the events which may lead to an event of default. The proposed amendments require the consent of the holders of not less than a majority in principal amount of the existing notes outstanding. If the requisite consent is obtained, any remaining existing notes not tendered and exchanged for new notes will be governed by the amended indenture. The exchange offer and the consent solicitation are subject to the same conditions, and any waiver of a condition by Coeur with respect to the exchange offer will automatically waive such condition with respect to the consent solicitation, as applicable.
As previously announced, Coeur has completed the acquisition of all of the issued and outstanding shares of New Gold. The consummation of the transaction constitutes a change of control under the existing notes indenture. Accordingly, pursuant to the existing terms of the existing notes indenture, New Gold would be obliged to, within 30 days of the consummation of the transaction, make an offer to repurchase all outstanding existing notes at a purchase price equal to 101 per cent of the principal amount of the existing notes, plus accrued and unpaid interest, if any to, but excluding, the date of repurchase, in connection with the consummation of the transaction. However, if the exchange offer is consummated and the proposed amendments are adopted, Coeur will no longer be obliged to make the change of control offer.
The attached table sets forth the early participation cash consideration (as defined herein), exchange consideration (as defined herein), early participation premium (as defined herein) and total consideration (as defined herein) for the existing notes.
The exchange offer and consent solicitation is being made pursuant to the terms and subject to the conditions set forth in the exchange offer memorandum and consent solicitation statement dated March 23, 2026. The exchange offer will expire at 5 p.m. New York time on April 20, 2026, unless extended or terminated by Coeur. Eligible holders of existing notes who validly exchange and have not validly withdrawn their existing notes at or prior to 5 p.m. New York time on April 3, 2026, unless extended or terminated, will be eligible to receive the early participation premium (as defined herein). Eligible holders may not deliver a consent in the consent solicitation without tendering existing notes in the exchange offer. Tenders of existing notes may be validly withdrawn at any time prior to 5 p.m. New York time on April 3, 2026; however, a valid withdrawal of the tendered existing notes after the consent revocation deadline will not be deemed a revocation of the related consent and such consent will continue to be deemed delivered. Tenders of existing notes after the withdrawal deadline will be irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law. A consent may not be withdrawn after the earlier of (i) 5 p.m. New York time, on April 3, 2026, unless extended or terminated, and (ii) the date the supplemental indenture to the existing notes indenture implementing the proposed amendments is executed (the earlier of (i) and (ii), the "consent revocation deadline"). The consent solicitation will expire at the early participation date. The settlement date for the exchange offer will be promptly after the expiration date and is expected to occur no earlier than the second business day after the expiration date, on or about April 22, 2026, unless extended or terminated by Coeur, subject to customary closing conditions, including regulatory approvals.
For each $1,000 principal amount of existing notes validly tendered and not validly withdrawn at or prior to the early participation date, eligible holders of existing notes will be eligible to receive the total consideration set out in the table above, which includes early participation cash consideration of $2.00 in cash and an early participation premium, payable in additional principal amount of new notes, of $50. To be eligible to receive the total consideration, eligible holders must have validly tendered and not withdrawn their existing notes at or prior to the early participation date and beneficially own such existing notes at the expiration date. For the avoidance of doubt, unless the exchange offer is amended, in no event will any holder of existing notes receive more than $1,000 aggregate principal amount of new notes for each $1,000 aggregate principal amount of existing notes accepted for exchange.
For each $1,000 principal amount of existing notes validly tendered and not validly withdrawn after the early participation date and on or prior to the expiration date, eligible holders of existing notes will be eligible to receive $950 principal amount of new notes. To be eligible to receive the exchange consideration, eligible holders must validly tender (and not validly withdraw) their existing notes at or prior to the expiration date. An eligible holder that validly tenders existing notes and delivers (and does not validly revoke) a consent prior to the early participation date but withdraws such existing notes after the early participation date but prior to the expiration date will receive the early participation cash consideration, even if such eligible holder is no longer the beneficial owner of such existing notes on the expiration date.
No accrued and unpaid interest is payable upon exchange of any existing notes in the exchange offer and consent solicitation. The interest rate, interest payment dates, maturity and redemption terms of the new notes to be issued by Coeur in the exchange offer will be the same as those of the existing notes to be exchanged. The first interest payment on the new notes will include the accrued and unpaid interest from the date of the last interest payment made under the existing notes indenture on the existing notes in exchange therefor so that a tendering eligible holder will receive the same interest payment it would have received had its existing notes not been tendered in the exchange offer and consent solicitation; provided that the amount of accrued and unpaid interest shall only be equal to the accrued and unpaid interest on the principal amount of existing notes equal to the aggregate principal amount of new notes an eligible holder receives, which may be less than the principal amount of corresponding existing notes tendered for exchange if such holder tenders (and does not subsequently withdraw) its existing notes after the early participation date.
Tenders of existing notes in the exchange offer may be validly withdrawn at any time prior to the expiration date. The exchange offer is subject to the satisfaction or waiver of a number of conditions as set forth in the exchange offer memorandum and consent solicitation statement, together with cash on hand, if needed, in an amount sufficient to effect the repurchase of all the existing notes validly exchanged and accepted for purchase pursuant to the exchange offer. The company may amend, extend or terminate the exchange offer in its sole discretion and subject to applicable law.
RBC Capital Markets LLC is acting as the dealer manager for the exchange offer. The information agent and exchange agent is Global Bondholder Services Corp. Copies of the exchange offer memorandum, the notice of delivery and related exchange offering materials are available by contacting Global Bondholder Services at 855-654-2015 or by e-mail at contact@gbsc-usa.com. Questions regarding the exchange offer should be directed to RBC Capital Markets LLC at 877-381-2099 (toll-free) or 212-618-7843 (collect) or by e-mail at liability.management@rbccm.com.
Documents relating to the exchange offer and consent solicitation will only be distributed to eligible holders of existing notes who complete and return an eligibility certificate, available on-line, confirming that they are either a qualified institutional buyer under Rule 144A or not a U.S. person and outside the United states under Regulation S for purposes of applicable securities laws, and a non-U.S. qualified offeree (as defined in the exchange offer memorandum and consent solicitation statement). Additionally, in order to participate in the exchange offer and consent solicitation, eligible holders located or resident in Canada are required to complete, sign, and submit to the information agent and exchange agent a Canadian eligibility certification, which is available from the information agent and exchange agent. The complete terms and conditions of the exchange offer and consent solicitation are described in the exchange offer memorandum and consent solicitation statement, copies of which may be obtained by contacting Global Bondholder Services, the exchange agent and information agent in connection with the exchange offer and consent solicitation, at 855-654-2015 (toll-free) or (212) 430-3774 (banks and brokers), or by e-mail at contact@gbsc-usa.com.
About Coeur
Mining Inc.
Coeur Mining is a U.S.-based, well-diversified, growing precious metals producer with seven wholly owned operations: the new Afton gold-copper mine in British Columbia, Canada, the Rainy River gold-silver mine in Ontario, Canada, the Las Chispas silver-gold mine in Sonora, Mexico, the Palmarejo gold-silver mine in Chihuahua, Mexico, the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska and the Wharf gold mine in South Dakota. In addition, the company wholly owns the Silvertip polymetallic critical minerals exploration project in British Columbia, Canada.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.