mick
3月前
looks good/ Chicago, Illinois – October 4, 2024 – Coeur Mining, Inc. (“Coeur”) (NYSE: CDE) and SilverCrest Metals
Inc. (“SilverCrest”) (TSX: SIL; NYSE American: SILV) announce that they have entered into a definitive
agreement (the “Agreement”) whereby, a wholly-owned subsidiary of Coeur will acquire all of the issued
and outstanding shares of SilverCrest pursuant to a court-approved plan of arrangement (the “Transaction”).
Under the terms of the Agreement, SilverCrest shareholders will receive 1.6022 Coeur common shares for
each SilverCrest common share (the “Exchange Ratio”). The Exchange Ratio implies consideration of
$11.34 per SilverCrest common share, based on the closing price of Coeur common shares on the New
York Stock Exchange (“NYSE”) on October 3, 2024. This represents an 18% premium based on 20-day
volume-weighted average prices of Coeur and SilverCrest each as at October 3, 2024 on the NYSE and
NYSE American, respectively, and a 22% premium to the October 3, 2024 closing price of SilverCrest on
the NYSE American. This implies a total equity value of approximately $1.7 billion based on SilverCrest’s
common shares outstanding. Upon completion of the Transaction, existing Coeur stockholders and
SilverCrest shareholders will own approximately 63% and 37% of the outstanding common stock of the
combined company, respectively.
Transaction Highlights
• Creates a Leading Global Silver Company – Together with Coeur’s growing silver production
from its recently expanded Rochester mine in Nevada and its Palmarejo underground mine in
northern Mexico, the addition of Las Chispas is expected to generate peer-leading 2025 silver
production of approximately 21 million ounces from five North American operations, with
approximately 56% of revenue generated from U.S.-based mines and approximately 40% of revenue
from silver. In addition to the peer-leading silver production, the combined company is expected to
produce approximately 432,000 ounces of gold next year1
.
• Adds World-Class Las Chispas Operation to Coeur’s Portfolio – SilverCrest’s Las Chispas
underground mine in Sonora, Mexico is one of the world’s highest-grade, lowest cost, and highestmargin silver and gold operations. Las Chispas commenced production in late 2022 and has
delivered strong operational and financial results in 2023, selling approximately 10.25 million silver
equivalent ounces at average cash costs of $7.73 per ounce.
• Significant and Immediate Addition to Coeur’s Rising Free Cash Flow – The combined
company is expected to generate approximately $700 million of EBITDA1
and $350 million of free
cash flow1
in 2025 at lower overall costs and higher overall margins.
• Dramatically Accelerates Coeur’s Deleveraging Initiatives – The combination of SilverCrest’s
strong balance sheet consisting of total treasury assets of $122 million (cash and equivalents position
of $98 million and $24 million of bullion) and no debt and its strong cash flow profile are expected
2
to accelerate Coeur’s debt reduction initiative and result in an immediate 40% expected reduction
in Coeur’s leverage ratio upon closing.
• Bolsters Coeur Board by Adding Two SilverCrest Directors – Upon closing, current SilverCrest
Chief Executive Officer and Director, N. Eric Fier and one other current SilverCrest Director will
join Coeur’s board of directors, adding extensive and relevant experience to an already distinguished
board of directors.
• Continued Commitment to ESG Leadership – A shared commitment to ESG with a specific focus
on water usage, emissions, community and workforce development, and leading governance
practices.
"The acquisition of SilverCrest creates a leading global silver company by adding low-cost silver and gold
production and significant free cash flow to our rapidly growing production and cash flow driven by the
recent expansion of our Rochester silver and gold mine in Nevada,” said Mitchell J. Krebs, Chairman,
President and Chief Executive Officer of Coeur. “Together with SilverCrest’s large and growing cash
balance and no debt, our balance sheet is expected to be materially strengthened on day one. This immediate
deleveraging, along with the significant combined expected free cash flow, will allow for rapid debt
repayment and investment in other organic growth opportunities while offering shareholders an
unparalleled re-rating opportunity. With over 15 years of experience operating our Palmarejo underground
silver and gold operation next door in Chihuahua, we look forward to adding the high-quality Las Chispas
mine to create a leading global silver company at a time when the demand for silver in renewable energy
and a wide range of electrification end uses is rapidly rising.”
N. Eric Fier, Chief Executive Officer, and Director of SilverCrest said, “I’m exceptionally proud of what
the SilverCrest team has accomplished over the past nine years taking Las Chispas from discovery to
production and creating one of the world’s premier silver operations. Our operational consistency since
declaring commercial production in late 2022 is a testament not only to the asset quality, but also our
outstanding team and strong stakeholder relationships. I feel confident that the Coeur team will extend this
track record of success at Las Chispas and believe this transaction is the best opportunity for shareholders
to not only receive an immediate premium, but also have the opportunity to become meaningful owners of
a growing, multi-asset, U.S.-based, NYSE-listed silver and gold company with tremendous upside potential.
I am excited to continue to be involved as an ongoing Director of Coeur.”
Benefits to Coeur Stockholders
• Pro forma Coeur is positioned to be a leading global silver company, with expected 2025 production
of approximately 21 million ounces of silver, accounting for approximately 40% of pro forma
Coeur’s expected total 2025 revenue. In addition, combined 2025 gold production is expected to
reach approximately 432,000 ounces, equal to approximately 55 million silver equivalent ounces2
in total
• Exposure to a high-grade, low-cost, underground primary silver mine with strong operational track
record and compelling exploration potential
mick
3月前
looks good/ Chicago, Illinois – October 4, 2024 – Coeur Mining, Inc. (“Coeur”) (NYSE: CDE) and SilverCrest Metals
Inc. (“SilverCrest”) (TSX: SIL; NYSE American: SILV) announce that they have entered into a definitive
agreement (the “Agreement”) whereby, a wholly-owned subsidiary of Coeur will acquire all of the issued
and outstanding shares of SilverCrest pursuant to a court-approved plan of arrangement (the “Transaction”).
Under the terms of the Agreement, SilverCrest shareholders will receive 1.6022 Coeur common shares for
each SilverCrest common share (the “Exchange Ratio”). The Exchange Ratio implies consideration of
$11.34 per SilverCrest common share, based on the closing price of Coeur common shares on the New
York Stock Exchange (“NYSE”) on October 3, 2024. This represents an 18% premium based on 20-day
volume-weighted average prices of Coeur and SilverCrest each as at October 3, 2024 on the NYSE and
NYSE American, respectively, and a 22% premium to the October 3, 2024 closing price of SilverCrest on
the NYSE American. This implies a total equity value of approximately $1.7 billion based on SilverCrest’s
common shares outstanding. Upon completion of the Transaction, existing Coeur stockholders and
SilverCrest shareholders will own approximately 63% and 37% of the outstanding common stock of the
combined company, respectively.
Transaction Highlights
• Creates a Leading Global Silver Company – Together with Coeur’s growing silver production
from its recently expanded Rochester mine in Nevada and its Palmarejo underground mine in
northern Mexico, the addition of Las Chispas is expected to generate peer-leading 2025 silver
production of approximately 21 million ounces from five North American operations, with
approximately 56% of revenue generated from U.S.-based mines and approximately 40% of revenue
from silver. In addition to the peer-leading silver production, the combined company is expected to
produce approximately 432,000 ounces of gold next year1
.
• Adds World-Class Las Chispas Operation to Coeur’s Portfolio – SilverCrest’s Las Chispas
underground mine in Sonora, Mexico is one of the world’s highest-grade, lowest cost, and highestmargin silver and gold operations. Las Chispas commenced production in late 2022 and has
delivered strong operational and financial results in 2023, selling approximately 10.25 million silver
equivalent ounces at average cash costs of $7.73 per ounce.
• Significant and Immediate Addition to Coeur’s Rising Free Cash Flow – The combined
company is expected to generate approximately $700 million of EBITDA1
and $350 million of free
cash flow1
in 2025 at lower overall costs and higher overall margins.
• Dramatically Accelerates Coeur’s Deleveraging Initiatives – The combination of SilverCrest’s
strong balance sheet consisting of total treasury assets of $122 million (cash and equivalents position
of $98 million and $24 million of bullion) and no debt and its strong cash flow profile are expected
2
to accelerate Coeur’s debt reduction initiative and result in an immediate 40% expected reduction
in Coeur’s leverage ratio upon closing.
• Bolsters Coeur Board by Adding Two SilverCrest Directors – Upon closing, current SilverCrest
Chief Executive Officer and Director, N. Eric Fier and one other current SilverCrest Director will
join Coeur’s board of directors, adding extensive and relevant experience to an already distinguished
board of directors.
• Continued Commitment to ESG Leadership – A shared commitment to ESG with a specific focus
on water usage, emissions, community and workforce development, and leading governance
practices.
"The acquisition of SilverCrest creates a leading global silver company by adding low-cost silver and gold
production and significant free cash flow to our rapidly growing production and cash flow driven by the
recent expansion of our Rochester silver and gold mine in Nevada,” said Mitchell J. Krebs, Chairman,
President and Chief Executive Officer of Coeur. “Together with SilverCrest’s large and growing cash
balance and no debt, our balance sheet is expected to be materially strengthened on day one. This immediate
deleveraging, along with the significant combined expected free cash flow, will allow for rapid debt
repayment and investment in other organic growth opportunities while offering shareholders an
unparalleled re-rating opportunity. With over 15 years of experience operating our Palmarejo underground
silver and gold operation next door in Chihuahua, we look forward to adding the high-quality Las Chispas
mine to create a leading global silver company at a time when the demand for silver in renewable energy
and a wide range of electrification end uses is rapidly rising.”
N. Eric Fier, Chief Executive Officer, and Director of SilverCrest said, “I’m exceptionally proud of what
the SilverCrest team has accomplished over the past nine years taking Las Chispas from discovery to
production and creating one of the world’s premier silver operations. Our operational consistency since
declaring commercial production in late 2022 is a testament not only to the asset quality, but also our
outstanding team and strong stakeholder relationships. I feel confident that the Coeur team will extend this
track record of success at Las Chispas and believe this transaction is the best opportunity for shareholders
to not only receive an immediate premium, but also have the opportunity to become meaningful owners of
a growing, multi-asset, U.S.-based, NYSE-listed silver and gold company with tremendous upside potential.
I am excited to continue to be involved as an ongoing Director of Coeur.”
Benefits to Coeur Stockholders
• Pro forma Coeur is positioned to be a leading global silver company, with expected 2025 production
of approximately 21 million ounces of silver, accounting for approximately 40% of pro forma
Coeur’s expected total 2025 revenue. In addition, combined 2025 gold production is expected to
reach approximately 432,000 ounces, equal to approximately 55 million silver equivalent ounces2
in total
• Exposure to a high-grade, low-cost, underground primary silver mine with strong operational track
record and compelling exploration potential
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