What changed in this filing

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Item 1. Business

2022-02-16 compared with 2021-02-17 · 86 added, 89 removed, 86 unchanged (67% of the section changed)

Coeur Mining, Inc.

(“Coeur”, “the Company”, or “we”), founded in 1928, is a precious metals producer with mines located in the United States, Canada and Mexico, and exploration projects in North America.

(“Coeur”, “the Company”, or “we”), founded in 1928, is a precious metals producer with assets located in the United States, Canada, and Mexico.

Our common stock is listed on The New York Stock Exchange under the symbol “CDE”.

Coeur’s strategy is to maximize cash flow by building and maintaining a balanced portfolio of high-quality precious metals assets in low risk jurisdictions through exploration, operational execution and selective acquisitions.

Coeur’s strategy is to be a well-diversified, growing precious metals producer with a focus on generating sustainable, high-quality cash flow and returns from a North American asset base.

Our strategy is guided by our purpose statement, We Pursue a Higher Standard , and three key principles:

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Develop Quality Resources, Growth and Plans;

and Deliver Impactful Results .

We strive to integrate sustainable operations and development into our business decisions and strategic goals.

We proactively conduct our business with a focus on positively impacting the environment, as well as the health and safety, and socioeconomics of our people and the communities in which we operate

and Deliver Impactful Results Through Teamwork .

We conduct our business with a proactive focus on positively impacting the health, safety and socioeconomic status of our people and the communities in which we operate as well as the environment.

Impacts of the COVID-19 Pandemic on our Business

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The processing facility at the Palmarejo complex is fed by the Guadalupe, Independencia and La Nación underground mines.

The Company also has several exploration targets at the Palmarejo property package.

• The Rochester open pit silver-gold mine located in northwestern Nevada, in operation since 1986.

The Company also carries out exploration activities the Palmarejo property package.

• The Rochester open pit heap leach silver-gold mine located in northwestern Nevada, which has been in operation since 1986.

Coeur Rochester commenced a significant expansion project in 2020 (Plan of Operations Amendment No.

11, or “POA 11”) which contemplates construction of a new leach pad, crushing facility, process plant and related infrastructure expected to support an extended mine life.

Coeur Rochester also acquired the Lincoln Hill and related exploration assets adjacent to its Rochester mine in 2019.

11, or “POA 11”) consisting of construction of a new leach pad, crushing facility, process plant and related infrastructure, which is expected to support an extended mine life.

Coeur Rochester also acquired the Lincoln Hill, Gold Ridge, and related exploration assets adjacent to its Rochester mine in 2018.

• The Kensington underground gold mine located north of Juneau, Alaska, which began operations in 2010.

Coeur Alaska is in the process of amending its Plan of Operations (“POA 1”) to increase tailings and waste rock storage capacity to support an expected longer mine life, reflecting positive exploration results, improved metal prices, and ongoing operational efficiencies.

• The Wharf open pit gold mine near Lead, South Dakota, acquired by Coeur in 2015.

• The Silvertip underground silver-zinc-lead mine in northern British Columbia, Canada, acquired by Coeur in 2017.

The Silvertip mine commenced commercial production in 2018.

In February 2020, we announced a temporary suspension of mining and processing activities at Silvertip.

While mining activities are suspended, the Company (i) is investing in exploration to potentially further expand the mineralized material and extend the mine life, and (ii) continues to work to pursue a mill expansion to improve the asset’s cost structure and its ability to deliver sustainable cash flow.

Coeur Alaska is in the process of amending its Plan of Operations (“POA 1”) to increase tailings and waste rock storage capacity to support an expected longer mine life, reflecting positive exploration results, current metal prices, and ongoing operational efficiencies.

• The Wharf open pit heap leach gold mine located near Lead, South Dakota, which was acquired by Coeur in 2015.

• The Silvertip underground silver-zinc-lead development project located in northern British Columbia, Canada, which was acquired by Coeur in 2017.

Silvertip commenced commercial production in 2018.

In February 2020, we announced a suspension of mining and processing activities at Silvertip.

While mining activities are suspended, the Company (i) is investing in exploration to potentially further expand the resource and extend the mine life, and (ii) continues to work to pursue a mill expansion to improve the asset’s cost structure and its ability to deliver sustainable cash flow.

In addition, the Company has interests in several precious metals exploration projects throughout North America, including the wholly-owned Crown and Sterling projects in southern Nevada and the La Preciosa project in Mexico, other mineral interests, strategic equity investments, among other items, which are included in “Other” for segment reporting purposes.

For additional information see Note 3 - Segment Reporting in the notes to the Consolidated Financial Statements.

The Company has entered into an agreement to sell the La Preciosa project, which is expected to close in the first quarter of 2022.

At December 31, 2021 the La Preciosa project is classified as held for sale.

For additional information see Note 3 - Segment Reporting and Note 22 - Assets and Liabilities Held for Sale in the notes to the Consolidated Financial Statements.

Metals Prices and Hedging Activities

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For additional information see “Item 1A – Risk Factors”, “Item 7A.

Quantitative and Qualitative Disclosures About Market Risk” and Note 17 – Derivative Financial Instruments in the notes to the Consolidated Financial Statements for additional detail.

Quantitative and Qualitative Disclosures About Market Risk” and Note 16 – Derivative Financial Instruments in the notes to the Consolidated Financial Statements.

Metal Processing, Marketing and Sales

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We purchase materials and supplies from third parties to conduct our business, including electricity, fuel, chemical reagents, explosives, steel and concrete.

Prices for these commodities are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources, currency fluctuations, consumer or industrial demand and other factors .

Prices for these commodities are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources, inflation, currency fluctuations, consumer or industrial demand and other factors .

For most of these commodities, we have existing alternate sources of supply or alternate sources of supply are readily available.

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GOVERNMENT REGULATION

Our business is subject to extensive federal, state, local and foreign laws governing the protection of the environment, prospecting, development, production, closure, taxes, labor standards, occupational health, mine safety, toxic substances, protection of endangered, protected or other specified species and other matters.

Our business is subject to extensive federal, state, local and foreign laws governing the protection of the environment, prospecting, development, production, mine closure, taxes, labor standards, occupational health, mine safety, toxic substances, protection of endangered, protected or other specified species and other matters.

The costs to comply with such regulatory requirements are substantial and possible future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in the development and continued operation of our properties, the extent of which cannot be predicted.

Capital expenditures for environmental compliance in 2021 are currently expected to range from $8.2 million to $9.2 million.

Expenditures for environmental compliance in 2022 are expected to range from $8.5 million to $9.5 million.

We have reviewed and considered current federal legislation relating to climate change and do not believe the legislation to have a material effect on our operations.

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federal and state permitting laws and regulations.

Mexico, where the Palmarejo complex and the La Preciosa project are located, and Canada, where the Silvertip mine is located, have all adopted laws and guidelines for environmental permitting that are similar to those in effect in the United States.

Mexico, where the Palmarejo complex and the La Preciosa project are located, and Canada, where the Silvertip development property is located, have all adopted laws and guidelines for environmental permitting that are similar to those in effect in the United States.

The permitting process in each jurisdiction requires, among other things, a thorough study to determine the baseline condition of the mining site and surrounding area, an environmental impact analysis, and proposed mitigation measures to minimize and offset the environmental impact of mining operations.

We have received all permits required to operate and carry out the current scope of activities at the Palmarejo complex, Rochester, Kensington, Wharf and Silvertip mines, and have received all permits necessary for the exploration activities currently being conducted at our other properties.

We are in the process of amending existing permits at our Kensington mine, and the Crown and Sterling projects to support future planned activities.

We have received all permits required to operate and carry out the current scope of activities at the Palmarejo complex, Rochester, Kensington and Wharf mines, and the Silvertip development property, and have received all permits necessary for the exploration activities currently being conducted at our other properties.

We are in the process of amending existing permits at our Palmarejo complex, Wharf mine, Kensington mine, and the Crown and Sterling projects to support future planned activities.

If we pursue an expansion at Silvertip, it will require new or amended permits.

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All of the jurisdictions where we operate impose federal, state and/or provincial requirements for maintaining mining claims (United States), mining concessions (Mexico) and mineral claims and mining leases (British Columbia), including fees, reporting, and/or evidence of work, among other requirements.

Our failure to comply with any of these requirements could result in the loss of our ability to conduct mining activities in a particular location, which could have a material adverse impact on our business.

Our failure to comply with any of these requirements could

result in the loss of our ability to conduct mining activities in a particular location, which could have a material adverse impact on our business.

HUMAN CAPITAL MANAGEMENT

Effective human capital management at Coeur is critical to achieving our strategic goals.

We seek to recruit and retain employees at all levels who embody our purpose statement, We Pursue a Higher Standard, through safe and ethical conduct.

At December 31, 2020, we had approximately 1,959 employees (1,016 in the U.S., 93 in Canada and 850 in Mexico), none of whom were represented by a collective bargaining agreement.

Succession Planning

From our operations to the boardroom, we conduct robust succession planning throughout the organization annually, by employing specific talent diagnostics and skill development needs.

High potential performers and diversity discussions along with action plans are reviewed with leadership on a quarterly basis.

Our Board of Directors (the “Board”) oversees the recruitment, development, and retention of our senior executives.

Significant focus is placed on succession planning both for key executive roles and also deeper into the organization.

In-depth discussions occur multiple times per year in meetings of the Board, Compensation and Leadership Development Committee and Nominating and Corporate Governance Committee, including in executive sessions to foster candid conversations.

Directors have regular and direct exposure to senior leadership and high-potential employees during Board and committee meetings and through other informal meetings and events held during the year.

We aim to be an employer of choice by promoting safety first, proactively developing our people and fostering a diverse and inclusive culture.

At December 31, 2021, we had approximately 2,105 employees (1,081 in the U.S., 101 in Canada and 923 in Mexico).

Approximately 65% of the employees of Coeur Mexicana are represented by a collective bargaining agreement.

Culture Assessment

We are focused on regular evaluation of our culture.

In 2019, we invited all employees to participate in a culture assessment by completing an anonymous survey, and we plan to conduct another assessment in 2021.

Employee participation in 2019 exceeded industry benchmarks and feedback was reviewed by the management team and our Board of Directors.

In 2019 and again in 2021, we invited all employees to participate in a culture assessment by completing an anonymous survey.

Employee participation in 2021 was over 93%, which exceeded industry benchmarks.

Feedback was reviewed by the management team and our Board of Directors.

The management team also reviewed the results with employees at each of our operations through facilitated discussions to gain additional insight into the feedback.

We developed site-specific action plans to address feedback and monitor progress in the future.

The results of the assessment confirmed our belief that we have an ethical, safe and proud workforce and also highlighted areas for improvement.

We have developed strategies to address these areas for improvement.

Employee Development

We periodically solicit feedback on each member of our executive team through 360 assessments, which measure inclusivity amongst other leadership principles.

We believe this feedback is important to maintaining a strong culture by effectively assessing leadership performance and development, increasing accountability, facilitating succession planning and identifying areas for improvement and change.

We provide opportunities for employees to participate in IMPACT Training, an intensive 18-month-long training program we created for front-line supervisors throughout our organizational structure to focus on leadership development and mining as a business.

Through IMPACT training, we have invested over 15,250 cumulative hours of leadership training and personal development in almost 100 employees.

The results of the assessment confirmed our belief that we have an ethical, safe, engaged and proud workforce and also highlighted areas for improvement that are now being addressed.

We seek to recruit and retain employees at all levels who embody our purpose statement, We Pursue a Higher Standard , through safe and ethical conduct.

Our strong culture of teamwork and our reputation as a responsible company and an engaged community member motivates new employee referrals.

We have also created a series of partnership programs in local communities to provide internships, scholarships and apprenticeships to build a pipeline of potential employees in the next generation.

Diversity & Inclusion

Our President & CEO, Mitchell Krebs, is the first and only precious metals mining CEO to sign the CEO ACTION for Diversity & Inclusion pledge.

This pledge highlights Coeur’s continuing commitment to fostering a diverse and inclusive workforce, evidenced by programs such as Coeur Heroes , which has provided over 87 career opportunities to current and former U.S.

This pledge highlights Coeur’s continuing commitment to fostering a diverse and inclusive workforce, evidenced by programs such as Coeur Heroes , which has provided approximately 100 career opportunities to current and former U.S.

Military personnel.

Fifty percent of our independent Board members have indicated that they are diverse.

While we continue to increase our overall female population, 66% of our females are in manager or higher level positions.

Partnerships with organizations like the National Society of Black Engineers and Women in Mining at their U.S.

Fifty percent of our independent Board members have indicated that they are diverse, 12% of our employees are female, up from 10% in 2020.

While we continue to work to increase our overall female population, 66% of our female employees are supervisor or higher-level positions.

In the US and Canada approximately 21% of our workforce is non-white, up from 18% in 2020, Partnerships with organizations like the National Society of Black Engineers and Women in Mining at their U.S.

university chapters are providing further avenues for recruiting diverse talent.

Employee Development

We periodically solicit feedback on each member of our executive team through 360 assessments.

We provide opportunities for employees to participate in IMPACT Training, an intensive one-year training program we created for front-line supervisors throughout our organizational structure to focus on leadership development and mining as a business.

Through IMPACT training, we have invested over 16,412 cumulative hours of leadership training and personal development in almost 189 employees.

Succession Planning

We conduct robust succession planning throughout the organization annually, by employing specific talent diagnostics and skills development.

High potential performers and diversity discussions, along with action plans, are reviewed with leadership on a quarterly basis.

Our Board of Directors (the “Board”) oversees the recruitment, development, and retention of our senior executives.

Significant focus is placed on succession planning both for key executive roles and also deeper into the organization.

Directors have regular and direct exposure to senior leadership and high-potential employees during Board and committee meetings and through other informal meetings and events held during the year.

Investing in local communities extends beyond financial support.

Since 2018, we have hired an average of 60% of our new hires from local communities.

During 2020, we provided over 45 apprenticeships, over 140 scholarships and worked with organizations such as By the Hand Club in Chicago and The Lowry Foundation in Winnemucca, NV to educate youth in our communities about career opportunities in mining.

During 2021, we provided over 100 apprenticeships and internships and worked with organizations such as By the Hand Club in Chicago to educate youth in our communities about career opportunities in mining.

Providing career opportunities to local community members and participating in community initiatives creates a closer connection between our operations and local stakeholders and communities.

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Over 93% of U.S.

employees are enrolled in our medical benefit

plan, and over 90% of U.S.

employees are enrolled in our medical benefit plan, and over 90% of U.S.

employees contribute to our 401(k) plan.

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We were a leader in the mining industry by providing domestic partner benefits in 2017 and participation has increased 125% since introduction.

In addition, we have engaged a third-party mental health care provider for innovative care and counseling resources throughout our footprint.

This resource leverages technology and clinical best practices to assist our employees and their families gain fast access to highly effective quality care when needed most.

We are also developing a Total Worker Health program, which is expected to be implemented by the end of 2022, that integrates protection from work-related safety and health hazards with promotion of injury and illness-prevention efforts to advance worker well-being both physically and mentally.

RESPONSIBILITY

At Coeur, we strive for best-in-class environmental performance.

We work to protect our environment through an approach of sustainable production and a focus on best practices.

At Coeur, we strive for best-in-class environmental performance while meeting the needs of today and respecting the needs of future generations.

As a precious metals producer, we have the unique opportunity to supply the raw materials that play a key role in the clean energy transition.

We work to protect our environment through an approach of responsible production and a focus on best practices.

On an ongoing basis, we conduct site-specific environmental risk reviews and utilize a set of key performance indicators (“KPIs”) to evaluate performance results by mine.

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Comprehensive environmental management plans in conjunction with topic-specific plans, such as waste management and storm water protection, at each site provide guidance on how to implement our environmental initiatives and meet or exceed regulatory standards.

We recognize that the climate is changing, which may adversely affect our business and the communities where we operate over the long-term.

To that end, we continually assess the extent of these risks and search for opportunities within our business to reduce or offset risk.

As part of our commitment to responsible business, we are taking action to manage our climate-related risks as well as the potential impact we have on climate.

For example, we are:

• developing plans to reduce energy use and emissions, which we plan to implement starting in 2021;

• increasing recycling and beneficial reuse of water at our operations and using water-efficient processes to reduce use and maintain robust monitoring programs to protect existing water resources;

• assessing overall risk including a planned scenario analysis to be conducted in 2021;

• enhancing our climate-related reporting and disclosures.

We recognize that the climate is changing, which may adversely affect the environment, our business and the communities where we operate over the long-term.

To that end, we are assessing the extent of these risks and potential opportunities and are taking action to manage our climate-related risks as well as the potential impact we have on climate.

For example, we:

• published an initial greenhouse gas (“GHG”) emissions intensity reduction target in 2021;

• established a Climate Working Group in 2021 to lead climate strategy, including disclosure in-line with the Task Force on Climate-related Financial Disclosures (“TCFD”), overseeing scenario analysis and incorporating results in business planning and strategy;

• are planning to build on our initial scenario analysis completed in 2021 with site-specific analysis and financial modeling;

• are planning to tie a meaningful portion of the regular performance share grant in 2022 to achievement of the Company's GHG emissions net intensity reduction goal;

• are enhancing our climate-related reporting and disclosures.

AVAILABLE INFORMATION

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These filings are also available at http://www.sec.gov.

Copies of our Corporate Governance Guidelines, charters of the key committees of the Board of Directors (Audit, Compensation and Leadership Development, Executive, Nominating and Corporate Governance, and Environmental, Health, Safety, and Corporate Responsibility Committees) and our Code of Business Conduct and Ethics, applicable to the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, among others, are also available on our website.

Safety, and Corporate Responsibility Committees) and our Code of Business Conduct and Ethics, applicable to the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, among others, are also available on our website.

Information contained on our website is not a part of this report.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This report contains numerous forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) relating to our gold, silver, zinc and lead mining business, including anticipated mineral reserve and mineralized material estimates, exploration efforts and expenditures, drilling, development, expansion initiatives at the Rochester, Kensington and Silvertip mines, development of the Sterling/Crown and Lincoln Hill projects, expectations about timing of deliveries against the Kensington prepayment, permitting, mill expansion and exploration plans and expectations for Silvertip, estimated production, costs, capital expenditures, expenses, recoveries, metals prices, sufficiency of assets, ability to discharge liabilities, liquidity management, financing needs, environmental compliance expenditures, environmental, social and governance (ESG) initiatives, risk management strategies, including hedging, capital discipline, cash flow maximization, mine life and other strategic initiatives.

This report contains numerous forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) relating to our mining business, including anticipated mineral reserve and resource estimates, exploration efforts and expenditures, development, expansion initiatives at Rochester, Kensington and Silvertip, development of the Sterling/Crown and Lincoln Hill projects, expectations about timing of deliveries against the Kensington prepayment, permitting, mill expansion and exploration plans and expectations for Silvertip, estimated production, costs, capital expenditures, expenses, recoveries, metals prices, sufficiency of assets, ability to discharge liabilities, liquidity management, financing needs, environmental compliance expenditures, environmental, social and governance (“ESG”) and human capital management initiatives, risk management strategies, including hedging, capital resources and use, cash flow maximization, mine life and other strategic initiatives.

Such forward-looking statements are identified by the use of words such as “believes,” “intends,” “expects,” “hopes,” “may,” “should,” “plan,” “projected,” “contemplates,” “anticipates” or similar words and involve known and unknown risks, uncertainties and other factors which may cause Our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

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(iv) changes in the market prices of gold, silver, zinc and lead and treatment and refining charges of gold, silver, zinc and lead, and a sustained lower price or higher treatment and refining charge environment;

(v) the impact of the COVID-19 pandemic, including disruptions to operations, the need for heightened health and safety protocols to minimize exposure and transmission risk, and disruptions to our vendors, suppliers and the communities where we operate;

(vi) the uncertainties inherent in our production, exploratory and developmental activities, including risks relating to permitting and regulatory delays (including the impact of government shutdowns), ground conditions and grade variability;

(v) the impact of the COVID-19 pandemic, including disruptions to operations, the need for heightened health and safety protocols to minimize exposure and transmission risk, inflation, and disruptions to our vendors, suppliers and the communities where we operate;

(vii) any future labor disputes or work stoppages (involving us or our subsidiaries or third parties);

(viii) the uncertainties inherent in the estimation of gold, silver, zinc and lead mineral reserves and mineralized material;

(viii) the uncertainties inherent in the estimation of gold, silver, zinc and lead mineral reserves and resources;

(ix) changes that could result from any future acquisition of new mining properties or businesses;

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CAUTIONARY NOTE REGARDING DISCLOSURE OF MINERAL PROPERTIES

Reserves, Resources and Mineralized Material

Coeur Mining, Inc.

is subject to the reporting requirements of the Exchange Act and applicable Canadian securities laws, and as a result we report our mineral reserves according to two different standards.

Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).

The definitions of NI 43-101 are adopted from those given by the Canadian Institute of Mining, Metallurgy and Petroleum.

reporting requirements, however, are governed by Securities and Exchange Commission (“SEC”) Industry Guide 7 (“Guide 7”).

Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody different approaches and definitions.

Under Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made.

In our public filings in Canada and in certain other announcements not filed with the SEC, we disclose measured, indicated and inferred resources, each as defined in NI 43-101, in addition to our mineral reserves.

investors are cautioned that, while the terms “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources” are recognized and required by Canadian securities laws, Guide 7 does not recognize them.

investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into Guide 7 compliant reserves.

Mineral Reserves and Resources

We are subject to the reporting requirements of the Exchange Act and applicable Canadian securities laws, and as a result we report our mineral reserves and mineral resources according to two different standards.

reporting requirements, are governed by Item 1300 of Regulation S-K (“S-K 1300”), as issued by the U.S.

Securities and Exchange Commission (“SEC”).

Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), as adopted from the definitions provided by the Canadian Institute of Mining, Metallurgy and Petroleum.

Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but the standards embody slightly different approaches and definitions.

In our public filings in the U.S.

and Canada and in certain other announcements not filed with the SEC, we disclose proven and probable reserves and measured, indicated and inferred resources, each as defined in S-K 1300.

The estimation of measured resources and indicated resources involve greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves, and therefore investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into S-K 1300-compliant reserves.

The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources, and therefore it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category.

Therefore, investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically.

In this Form 10-K and in our other filings with the SEC, we modify our estimates made in compliance with NI 43-101 to conform to Guide 7 for reporting in the United States.

In this Form 10-K, we use the term “mineralized material” to describe

mineralization in mineral deposits that do not constitute “reserves” under U.S.

“Mineralized material” is substantially equivalent to measured and indicated mineral resources (exclusive of reserves) as disclosed for reporting purposes in Canada, except that the SEC only permits issuers to report “mineralized material” in tonnage and average grade without reference to contained ounces.

We provide disclosure of mineralized material to allow a means of comparing our projects to those of other companies in the mining industry, many of which are Canadian and report pursuant to NI 43-101, and to comply with applicable disclosure requirements.

We caution you not to assume that all or any part of mineralized material will ever be converted into Guide 7 compliant reserves.

Beginning with our Annual Report on Form 10-K for the fiscal year ending December 31, 2021, we will need to comply with Subpart 1300 of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”) in lieu of disclosure under Industry Guide 7.

These new rules are more closely aligned to NI 43-101 requirements, including the required disclosure of mineral resource and exploration results, as well as requiring technical reports be filed with the SEC for material properties, among other requirements.

Technical Reports and Qualified Persons

As required by Canadian securities laws, we hereby notify Canadian investors that the scientific and technical information concerning our mineral projects in this Form 10-K have been reviewed and approved by a “qualified person” under NI 43-101, namely our Director, Technical Services, Christopher Pascoe.

For a description of the key assumptions, parameters and methods used to estimate mineral reserves included in this Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, Canadian investors may view technical reports prepared for each of our properties as filed on SEDAR at http://www.sedar.com.

Neither the technical reports nor the statements of any qualified person filed with the Canadian securities regulatory authorities are included in, incorporated by reference in or made a part of this Form 10-K.

Because the definitions and standards of NI 43-101 differ from those of Guide 7, investors are cautioned that information contained in reports prepared pursuant to NI 43-101, like the technical reports, may not be comparable to similar information that we disclose in this Form 10-K or the other reports we file with the SEC.

Technical Report Summaries and Qualified Persons

The scientific and technical information concerning our mineral projects in this Form 10-K have been reviewed and approved by “qualified persons” under S-K 1300, including our Director, Technical Services, Christopher Pascoe.

For a description of the key assumptions, parameters and methods used to estimate mineral reserves and mineral resources included in this Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the Technical Report Summaries for each of the Company’s material properties which are included as exhibits to, and incorporated by reference into, this Report.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business