Coeur Mining, Inc. 8-K

What Happened

• Coeur Mining (CDE) confirmed its November 2, 2025 plan of arrangement to combine with New Gold and filed a definitive proxy statement with the SEC on December 22, 2025 for a Coeur special meeting scheduled for January 27, 2026 to approve a charter amendment and issuance of shares to New Gold shareholders. After two shareholder lawsuits (Ryan Carroll v. Coeur, filed Jan 6, 2026; Anthony Malone v. Coeur, filed Jan 8, 2026) and related demand letters alleging proxy disclosure omissions, Coeur said it believes the claims lack merit but voluntarily supplemented its proxy with additional disclosures to address the plaintiffs’ disclosure claims.

Key Details

• Arrangement timeline: agreement dated Nov 2, 2025; definitive proxy filed Dec 22, 2025; Coeur special meeting set for Jan 27, 2026.
• Litigation and demands: two complaints filed in New York (Jan 6 and Jan 8, 2026) seek injunctions, damages and additional disclosures; Coeur denies the allegations but provided supplemental disclosures to moot the claims.
• Supplemental disclosure highlights: revisions to BMO Capital Markets and RBC Capital Markets analyses (examples include BMO NAV multiples for Coeur of 1.45x–2.00x and for New Gold of 0.8x–1.35x; RBCCM used Coeur net debt ≈ $99.0M and adjusted New Gold net debt ≈ $371.0M in certain analyses).
• Financial reference points published in the supplements: Coeur shown at 2.5x Price/NAV, EV/2026E EBITDA 8.2x, Price/2026E Cash Flow 10.0x; New Gold shown at 2.0x Price/NAV, EV/2026E EBITDA 5.4x, Price/2026E Cash Flow 5.2x; implied exchange-ratio reference range from analyst targets ~0.280x–0.674x. Coeur used a closing price of $17.17 as of Oct 31, 2025 for certain per-share calculations; fully diluted ITM shares used: ~798.0M for New Gold and ~647.2M for Coeur.

Why It Matters

• These supplemental disclosures change the valuation detail and assumptions available to Coeur stockholders and New Gold shareholders ahead of the vote, and are intended to address legal challenges that could otherwise seek to block or delay the Arrangement. Investors should review the updated definitive proxy and New Gold’s circular (available on SEC.gov and SEDAR+) because the added details feed into how advisors valued each company and therefore affect the rationale for the exchange terms. Coeur denies liability, and the company cautions that litigation or additional demands could still arise and that the timing or completion of the transaction remains subject to customary closing conditions and approvals.