Coeur Mining Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Leadership Update, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): March 19, 2026

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Coeur Mining, Inc.

(Exact name of registrant as specified in its charter)

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200 South Wacker Drive

Suite 2100

Chicago, Illinois 60606

(Address of Principal Executive Offices)

 

(312) 489-5800

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

          

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging Growth Company  ☐

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Introductory Note

 

As previously announced, on November 2, 2025, Coeur Mining, Inc., a Delaware corporation (“Coeur”), New Gold Inc., a corporation existing under the laws of the Province of British Columbia, Canada (“New Gold”), and 1561611 B.C. LTD., a corporation organized and existing under the laws of the Province of British Columbia, Canada and a wholly-owned subsidiary of Coeur (“Canadian Sub”), entered into an arrangement agreement (the “Arrangement Agreement”) and agreed to a strategic business combination transaction pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). On March 20, 2026 (the “Closing Date”), pursuant to the terms and conditions set forth in the Arrangement Agreement, Coeur (through the Canadian Sub) acquired all of the issued and outstanding common shares of New Gold (each, a “New Gold Common Share”) pursuant to a Plan of Arrangement with New Gold becoming a wholly-owned subsidiary of Coeur.

 

The foregoing descriptions of the Arrangement and Arrangement Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Arrangement Agreement, which is included as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Coeur on November 3, 2025 and is incorporated by reference herein.

 

 

On March 20, 2026, Coeur entered into a Credit Agreement (the “Credit Agreement”) by and among Coeur, as borrower, certain subsidiaries of Coeur, as guarantors, the lenders party thereto and National Bank of Canada, as administrative agent. The Credit Agreement replaced Coeur’s existing credit agreement dated as of September 29, 2017, by and among Coeur, as borrower, certain subsidiaries of Coeur, as guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent, as amended.

 

The Credit Agreement provides for a $1,000,000,000 senior secured revolving credit facility (the “Facility”), which may be increased by up to $250,000,000 in incremental loans and commitments subject to the terms of the Credit Agreement. The proceeds of the Facility will be used to finance working capital and general corporate purposes of Coeur and its subsidiaries.

 

The Facility has a term of five years. The loans under the Facility will bear interest at a rate equal to either a base rate plus a margin ranging from 0.450% to 1.500%, Term SOFR plus a margin ranging from 1.450% to 2.500%, or Daily Simple SOFR plus a margin ranging from 1.450% to 2.500%, in each case as selected by Coeur, with such margin determined in accordance with a pricing grid based upon Coeur’s consolidated net leverage ratio as of the end of the applicable period. Subject to no event of default, upon Coeur receiving at least two of the following debt ratings: BBB- (or better) from S&P, Baa3 (or better) from Moody’s, or BBB- (or better) from Fitch (the “Collateral Release Event”) and the one-time election of Coeur (the “Margin Election”), the applicable margin will instead be determined based upon Coeur’s debt ratings from S&P, Moody’s and Fitch, and will range from 0.125% to 1.000% for Base Rate Loans and from 1.125% to 2.000% for Term SOFR Loans and Daily SOFR Loans.

 

Coeur is required to pay a commitment fee on the daily unused portion of the Facility. Prior to the Collateral Release Event and the Margin Election, the commitment fee ranges from 0.200% to 0.350% per annum, determined in accordance with a pricing grid based upon Coeur’s consolidated net leverage ratio. Following the Collateral Release Event and the Margin Election, the commitment fee ranges from 0.110% to 0.250% per annum, determined in accordance with a pricing grid based upon Coeur’s debt ratings. Coeur will also pay customary letter of credit fees and other fees under the Credit Agreement.

 

Voluntary prepayments of the loans under the Credit Agreement are permitted without premium or penalty. Other than a requirement that Coeur prepay outstanding loans and/or cash collateralize letter of credit obligations to the extent that the total revolving outstandings exceed the aggregate revolving commitments then in effect, the Credit Agreement does not require mandatory prepayments of the loans prior to maturity. Amounts repaid may be subsequently reborrowed subject to the terms of the Credit Agreement.

 

The Facility is secured by a pledge of the shares of certain of Coeur’s domestic and Canadian subsidiaries. Upon the occurrence of the Collateral Release Event, and provided no event of default has occurred and is continuing, the equity pledge will be released and the Facility will be unsecured.

 

The Credit Agreement contains representations and warranties and affirmative and negative covenants that are usual and customary, including representations, warranties, and covenants that, among other things, restrict the ability of Coeur and its subsidiaries to incur additional debt, incur or permit liens on assets, make investments and acquisitions, consolidate or merge with any other company, engage in asset sales and make dividends and distributions. The Credit Agreement also contains representations, warranties, and covenants that, among other things, require compliance with environmental laws and maintenance of mining rights. The Credit Agreement also contains financial covenants consisting of (i) prior to the Collateral Release Event and the Margin Election, a consolidated net leverage ratio not to exceed 3.50 to 1.00 and a consolidated interest coverage ratio of not less than 3.00 to 1.00, and (ii) following the Collateral Release Event and the Margin Election, a net debt to capital ratio not to exceed 60%.

Obligations under the Credit Agreement may be accelerated upon the occurrence of certain customary events of default (subject to grace periods and cure rights, as appropriate), including among others: nonpayment of principal, interest or fees; breach of the affirmative, negative or financial covenants; breach of the representations or warranties in any material respect; events of default with respect to other material indebtedness; bankruptcy or insolvency; material judgments entered against Coeur or any of its restricted subsidiaries that are not promptly paid or stayed; termination of or default under any material contract or license relating to the New Afton Mine, the Rainy River Mine, the Las Chispas Mine, the Palmarejo Mine, the Rochester Mine, the Kensington Mine, or the Wharf Mine that could reasonably be expected to result in a material adverse effect; invalidity or unenforceability of the Credit Agreement or other documents associated with the Credit Agreement; and a change of control of Coeur.

 

A copy of the Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of the Credit Agreement is a summary only and is qualified in its entirety by the terms of the Credit Agreement.

 

 

The information set forth in the Introductory Note and under Item 3.02 and Item 5.03 of this Current Report on Form 8-K are incorporated by reference in its entirety into this Item 2.01.

 

At the effective time of the Arrangement (the “Effective Time”), among other things:

 

 

 

 

 

 

 

 

The information disclosed under Item 2.01 is incorporated into this Item 3.02 in its entirety. The securities issued pursuant to the Arrangement Agreement, consisting of approximately 393 million shares of Coeur Common Stock were issued in reliance upon Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”).

 

 

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item 3.03.

 

 

As previously announced on February 17, 2026, Coeur’s Board of Directors (the “Coeur Board”) approved the appointment of Mr. Patrick Godin and Ms. Marilyn Schonberner to the Coeur Board, effective at, and contingent upon, the completion of the Arrangement. Effective as of the Closing Date, Mr. Godin and Ms. Schonberner have been appointed to the Coeur Board and Ms. Schonberner has been appointed to the Audit Committee of the Board.

 

 

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item 5.03.

 

On March 19, 2026, Coeur’s certificate of incorporation was amended in connection with the Arrangement and in accordance with the terms of the Arrangement Agreement in the form attached hereto as Exhibit 3.1 (the “Certificate of Incorporation Amendment”), to increase the number of authorized shares of Coeur Common Stock from 900,000,000 shares to 1,300,000,000 shares, such share authorization having been approved at Coeur’s special meeting of stockholders held on January 27, 2026.

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Incorporation Amendment, which is filed as Exhibit 3.1 hereto and incorporated by reference herein.

 

 

Press Release

 

On March 23, 2026, Coeur issued a press release (the “Press Release”) announcing the completion of the Arrangement, issuing updated reserves and resources estimates for the New Afton and Rainy River properties acquired in the Arrangement, and issuing updated production, cost and expense guidance for 2026. The Press Release also announced that the Coeur Board had authorized an expanded $750 million share repurchase program, which incorporates and supersedes the previous plan announced on May 27, 2025, effective through March 19, 2029. The Press Release also announced that the Coeur Board had approved an updated financial policy, under which Coeur anticipates paying a semi-annual dividend of $0.02 per share of Coeur Common Stock, beginning in the second quarter of 2026.  A copy of the press release is attached as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

Exchange Offer

 

On March 23, 2026, Coeur issued a press release announcing that it has commenced an offer to exchange (the “Exchange Offer”) any and all of the outstanding $400,000,000 in aggregate principal amount of 6.875% Senior Notes due 2032 (the “Existing Notes”) issued by New Gold Inc. for new 6.875% Senior Notes due 2032 to be issued by Coeur (the “New Notes”) and cash consideration. The Exchange Offer is being made on the terms and subject to the conditions set forth in the exchange offer and consent solicitation statement dated March 23, 2026 (the “Exchange Offer Memorandum and Consent Solicitation Statement”). The Exchange Offer will expire at 5:00 p.m., New York City time, on April 20, 2026, unless extended or terminated (such date and time, as the same may be extended, the “Expiration Date”). For each $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York time, on April 3, 2026, unless extended or terminated (such date and time, as the same may be extended, the “Early Participation Date”), Eligible Holders of Existing Notes will be eligible to receive the total consideration (the “Total Consideration”), which includes early participation cash consideration of $2.00 in cash (the “Early Participation Cash Consideration”) and an early participation premium, payable in additional principal amount of New Notes, of $50 (the “Early Participation Premium”). 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 (the “Exchange Consideration”).

 

In conjunction with the Exchange Offer, Coeur is concurrently soliciting consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Existing Notes (the “Existing Notes Indenture”) to, among other things, eliminate from the Existing Notes Indenture (i) substantially all of the restrictive covenants, (ii) certain of the events which may lead to an “Event of Default”, (iii) the restrictions on New Gold consolidating with or merging into another person or conveying, transferring or leasing all or any of its properties and assets to any person, (iv) the reporting covenant, and (v) the obligation to offer to exchange the Existing Notes upon certain change of control transactions (including the Transaction, as defined below) (collectively, the “Proposed Amendments”). The Proposed Amendments require the consent of the holders of not less than a majority in principal amount of the Existing Notes outstanding (the “Requisite Consent”). 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 “Transaction”). 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% 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 (the “Change of Control Offer”). 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.

 

A copy of the press release is attached as Exhibit 99.2 and is incorporated into this Item 7.01 by reference.

 

The information in this Item 7.01 (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

 

 

On March 23, 2026, Coeur issued a technical report summary for its New Afton Mine (the “New Afton Report”). The New Afton Report is filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.

 

On March 23, 2026, Coeur issued a technical report summary for its Rainy River Mine (the “Rainy River Report”). The Rainy River Report is filed as Exhibit 99.4 to this Current Report on Form 8-K and incorporated herein by reference.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This current report on Form 8-K contains numerous forward-looking statements within the meaning of securities legislation in the United States and Canada, including statements relating to, but not limited to, any statements concerning the results, effects, benefits, and synergies of the Arrangement, future opportunities for the combined company, future financial performance and condition, guidance, any statements regarding the expected timetable for the Exchange Offer and the Consent Solicitation, the expected results of the Exchange Offer, the effects of, and expected timeline for the adoption of, the Proposed Amendments, whether the New Gold Change of Control Offer will be made, and any other statements regarding Coeur’s or New Gold’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely,” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include, but are not limited to, statements regarding the form and results of the Exchange Offer and the Consent Solicitation; Coeur’s or New Gold’s plans and expectations with respect to the acquisition of New Gold pursuant to the Arrangement,  the anticipated impact of the Arrangement on the combined company’s results of operations, financial position, growth opportunities and competitive position, and related strategies, plans and integration. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995 or “forward-looking information” within the meaning of applicable Canadian securities laws.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the possibility that Eligible Holders of New Gold may not tender the Existing Notes in the Exchange Offer and may not deliver their consents in the Consent Solicitation; the risk that any other condition to closing of the Exchange Offer and the Consent Solicitation may not be satisfied; the risk that the closing of the Exchange Offer and the Consent Solicitation might be delayed or not occur at all; Coeur’s ability to comply with covenants in New Gold’s Existing Notes and Existing Notes Indenture; Coeur’s ability to obtain amendments to the covenants in the Existing Notes and Existing Notes Indenture; potential adverse reactions or changes to business or employee relationships of Coeur or New Gold, including those resulting from the announcement or completion of the Exchange Offer; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Coeur and New Gold; the effects of the business combination of Coeur and New Gold, including the combined company’s future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; the risk of any litigation relating to the Transaction; the risk of changes in governmental regulations or enforcement practices; the effects of commodity prices, life of mine estimates; the timing and amount of estimated future production; the risks of mining activities; and the fact that operating costs and business disruption may be greater than expected. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for the combined company’s operations, gold, silver and copper market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.

 

Additional factors that could cause results to differ materially from those described above can be found in the Exchange Offer Memorandum and Consent Solicitation Statement under “Risk Factors,” in Coeur’s Annual Report on Form 10-K for the year ended December 31, 2025, which is on file with the SEC and available from Coeur’s website at www.coeur.com under the “Investors” tab, and in other documents Coeur’s files with the SEC and in New Gold’s annual information form for the year ended December 31, 2024, which is on file with the SEC and on SEDAR+ and available from New Gold’s website at www.newgold.com under the “Investors” tab, and in other documents New Gold files with the SEC or on SEDAR+.

 

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Coeur nor New Gold assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. This report does not constitute an offer of any securities for sale.

 

 

 

The financial statements required by this item are not being filed herewith. They will be filed with the SEC by amendment as soon as practicable, but not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

 

 

The pro forma financial information required by this item is not being filed herewith. It will be filed with the SEC by amendment as soon as practicable, but not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.