Coeur Mining, New Gold to merge in $7B transaction

Coeur Mining (CDE) and New Gold (NGD) announced that they have entered into a definitive agreement whereby a wholly-owned subsidiary of Coeur will acquire all of the issued and outstanding shares of New Gold, pursuant to a court-approved plan of arrangement. Under the terms of the Arrangement Agreement, New Gold shareholders will receive 0.4959 shares of Coeur common stock for each New Gold common share. The Exchange Ratio implies consideration of $8.51 per New Gold common share, based on the closing price of Coeur shares of common stock on the New York Stock Exchange on October 31, 2025. This represents a 16% premium to the October 31, 2025 closing price of New Gold on the NYSE American. In the aggregate, this implies a total equity value of approximately $7B based on New Gold’s common shares outstanding and a pro forma combined equity market capitalization of approximately $20B. Upon completion of the Transaction, existing Coeur stockholders and New Gold shareholders will own approximately 62% and 38% of the outstanding common stock of the combined company, respectively. In addition to respective Coeur and New Gold court and shareholder approvals, the Transaction is subject to applicable regulatory approvals, approval of the listing of Coeur shares of common stock to be issued under the Transaction on the NYSE and TSX, and the satisfaction of certain other closing conditions customary for a transaction of this nature. Subject to the satisfaction of such conditions, the Transaction is expected to close in H1 2026. The Arrangement Agreement includes customary deal protections, including reciprocal fiduciary-out provisions, non-solicitation covenants, and the right to match any superior proposals. Additionally, break fees in the amount of approximately $414 million and approximately $255 million are payable by Coeur and New Gold, respectively, and a reciprocal expense reimbursement fee is payable by one party to the other party in certain circumstances if the Transaction is not completed. Following completion of the Transaction, New Gold common shares are expected to be de-listed from the TSX and the NYSE American.