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Item 1A. Risk Factors

2023-02-22 compared with 2022-02-16 · 125 added, 109 removed, 281 unchanged (45% of the section changed)

RISKS RELATED TO OUR INDUSTRY

Our results of operations, cash flows and operating costs are highly dependent upon the market prices of gold and silver, and, if mining and processing operations at Silvertip resume, zinc and lead, and of key input commodities used in our business, which are volatile and beyond our control.

Gold, silver, zinc and lead are actively traded commodities, and their prices are volatile.

Our results of operations, cash flows and operating costs are highly dependent upon the market prices of gold and silver and of key input commodities used in our business, which are volatile and beyond our control.

Gold and silver are actively traded commodities, and their prices are volatile.

During the 12 months ended December 31, 2022, the high and low price for each commodity are set forth in the following table:

Metal High Price for 2022 Date Low Price for 2022 Date

Gold (per ounce) $1,943 January 4, 2021 $1,684 March 30, 2021

Silver (per ounce) $29.59 February 1, 2021 $21.53 September 30, 2021

Zinc (per pound) $1.74 October 15, 2021 $1.15 February 2, 2021

Lead (per pound) $1.13 August 18, 2021 $0.86 March 17, 2021

Gold, silver, zinc and lead prices are affected by many factors beyond the Company’s control, including U.S.

Gold (per ounce) $2,039 March 8, 2022 $1,618 September 28, 2022

Silver (per ounce) $26.18 March 9, 2022 $17.77 September 1, 2022

Gold and silver prices are affected by many factors beyond the Company’s control, including U.S.

dollar strength or weakness, speculation, global currency values, global and regional demand and production, political and economic conditions and other factors.

In addition, Exchange Traded Funds (“ETFs”), which have substantially facilitated the ability of large and small investors to buy and sell precious metals and base metals, have become significant holders of gold, silver, zinc and lead.

Gold and silver prices are also affected by prevailing interest rates and returns on other asset classes, expectations regarding inflation and governmental monetary decisions regarding central bank holdings.

In addition, Exchange Traded Funds (“ETFs”), which have substantially facilitated the ability of large and small investors to buy and sell precious metals, have become significant holders of gold and silver.

Gold and silver prices are also affected by prevailing interest rates and returns on other asset classes, expectations of the future rate of inflation and governmental monetary decisions regarding central bank holdings.

Because we derive a significant portion of our revenues from sales of these metals, our results of operations and cash flows will fluctuate as the prices of these metals change.

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Operating costs at our mines are also affected by the price of input commodities, such as fuel, electricity, labor, chemical reagents, explosives, steel and concrete.

Prices for these input 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.

Prices for these input commodities are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources, inflation (as was the case during 2022), currency fluctuations, consumer or industrial demand and other factors.

An increase in the cost, or decrease in the availability, of input commodities, labor, or equipment, due to factors beyond the Company’s control such as a pandemic or a similar public health threat, may affect the timely conduct and cost of our operations and development projects.

Continued volatility in the prices of commodities and other supplies we purchase could lead to higher costs, which would adversely affect results of operations and cash flows.

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Although our results of operations and cash flow will reflect fluctuations in the prices of the metals we produce, short term volatility in the prices of these metals due to speculation in the market may result in significant changes in the price of our securities, which may not be reflective of our operating performance or financial results.

For example, the price of silver increased 17% between January 27, 2021 and February 1, 2021, and then decreased by 8% on February 2, 2021.

For example, the price of silver increased 14% between September 28, 2022 and October 4, 2022, and then decreased by 13% on October 19, 2022.

This swing in the price of silver was seemingly attributable to a coordinated effort by market participants to drive up the price of silver and did not reflect changes in the underlying fundamentals that typically drive changes in the price of silver, including supply and demand.

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Mineral reserve and mineral resource estimates are a function of geological and engineering analyses that require us to make assumptions about production costs, recoveries and gold, silver, zinc and lead market prices.

Mineral reserve and mineral resource estimation is an imprecise and subjective process.

The accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation, judgment and experience.

While the Company believes that its mineral reserve and resource estimates are developed using well-established practices and with appropriate controls, mineral reserve and mineral resource estimation is an imprecise and subjective process.

The accuracy of these estimates is a function of the quality of available data and of engineering and geological interpretation, judgment and experience.

Assumptions about gold, silver, zinc and lead market prices are subject to great uncertainty as those prices fluctuate widely.

Declines in the market prices of gold, silver, zinc or lead may render mineral

reserves and mineral resources containing relatively lower grades of mineralization uneconomic to exploit, and we may be required to reduce mineral reserve and mineral resource estimates, discontinue development or mining at one or more of our properties or write down assets as impaired.

Should we encounter mineralization or geologic formations at any of our mines or projects different from those predicted, we may adjust our mineral reserve and mineral resource estimates and alter our mining plans.

Declines in the market prices of gold, silver, zinc or lead

may render mineral reserves and mineral resources containing relatively lower grades of mineralization uneconomic to exploit, and we may be required to reduce mineral reserve and mineral resource estimates, discontinue development or mining at one or more of our properties or write down assets as impaired.

Should we encounter mineralization or geologic formations at any of our mines or projects that are different from those predicted, we may adjust our mineral reserve and mineral resource estimates and alter our mining plans.

No assurances can be given that any mineral resource estimate will ultimately be reclassified as proven or probable mineral reserves or that inferred resources will be upgraded to measured or indicated resources.

Updates to our mining plans or new or updated technical or geological information may also impact anticipated metal recovery rates.

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A significant delay or disruption in sales of concentrates or doré as a result of the unexpected disruption in services provided by smelters or refiners or other third parties could have a material adverse effect on our results of operations.

We rely on refiners and smelters to refine and process and, in some cases, purchase, the gold and silver doré and gold, silver, zinc and lead concentrate produced by our mines.

Access to refiners and smelters on economical terms is critical to our ability to sell our products to buyers and generate revenues.

We have existing agreements with refiners and smelters, some of which operate their refining or smelting facilities outside the United States.

We rely on refiners and smelters to refine and process and, in some cases, purchase, the gold and silver doré and gold and silver concentrate produced by our mines.

Access to refiners and smelters on economic terms is critical to our ability to sell our products to buyers and generate revenues.

We have existing agreements with refiners and smelters, some of whom operate their refining or smelting facilities outside the United States.

We believe we currently have contractual arrangements with a sufficient number of refiners and smelters so that the loss of any one refiner or smelter would not significantly or materially impact our operations or our ability to generate revenues.

Nevertheless, services provided by a refiner or smelter may be disrupted by new or increased tariffs, duties or other cross-border trade barriers, shipping delays, the bankruptcy or insolvency of one or more refiners or smelters or the inability to agree on acceptable commercial or legal terms with a refiner or smelter.

Such an event or events may disrupt an existing relationship with a refiner or smelter or result in the inability to create (or the necessity to terminate) a contractual relationship with a refiner or smelter, which may leave us with limited, uneconomical or no access to refining or smelting services for short or long periods of time.

Such an event or events may disrupt an existing relationship with a refiner or smelter or result in the inability to create (or the necessity to terminate) a contractual relationship with a refiner or smelter, which may leave us with limited, uneconomic or no access to refining or smelting services for short or long periods of time.

Epidemics, pandemics or natural disasters may also impact refiners, smelters or other third parties with whom we have contractual arrangements or have an indirect effect on our ability to obtain refining, smelting or other third-party services.

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We maintain insurance policies that protect against property loss and business interruption in amounts that we believe are reasonable taking into account the nature of, and risks related to, our business and operations as well as the cost of policy premiums.

Such insurance is, however, subject to certain exclusions, and there is no guarantee that we will receive insurance proceeds with respect to a particular event or loss.

Such insurance is, however, subject to certain exclusions and potential claims could exceed policy limits.

There is no guarantee that we will receive insurance proceeds with respect to a particular event or loss.

Insurance fully covering many environmental risks, including potential liability for pollution or other hazards as a result of disposal of waste products occurring from exploration and production, is not generally available.

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Our future growth will depend upon our ability to expand existing mines and develop and start-up new mines, either through exploration at existing properties or by acquisition of other mining companies or properties.

Because mines have limited lives based on proven and probable mineral reserves, our ability to achieve significant additional growth in revenues and cash flows will depend upon success in further developing and expanding existing properties and the opportunistic acquisition or development and start-up of new mining properties, such as the Silvertip development property, the Sterling/Crown project and the Lincoln Hill project and related assets.

Because mines have limited lives based on proven and probable mineral reserves, our ability to achieve significant additional growth in revenues and cash flows will depend upon our success in further developing and expanding existing properties and the opportunistic acquisition or development and start-up of exploration projects or new mining properties, such as the Silvertip exploration property and the Lincoln Hill project and related assets.

While initial development of the Palmarejo, Rochester, and Kensington mines has been substantially completed, development work continues to expand these mines while leveraging existing infrastructure.

Palmarejo completed open pit mining several years ago and evolved to be an underground-only operation, developing new underground mining operations.

At Rochester, a crushing circuit using high pressure grinding roll (“HPGR”) technology was commissioned in 2019, and, in 2020, we obtained permitting for, and began construction of POA 11, which is a significant additional expansion, including the

construction of a new leach pad, a crushing facility equipped with two HPGR units and a prescreen, processing facilities and related infrastructure to support the extension of Rochester’s mine life.

At Kensington, we completed development and commenced commercial production from a new deposit in 2018 and are currently seeking to amend our operating permit to allow for an additional 10 years of mine life by providing for expanded tailings and waste rock storage, increased mill throughput, enhanced infrastructure and other benefits (“POA 1”).

Our ability to timely complete these and future mine expansion and mine life extension projects is dependent on numerous factors, many of which are outside of our control, including, among others, availability of funding on acceptable terms, timing of receipt of permits and approvals from regulatory authorities, extreme weather events, obtaining materials and equipment and construction, engineering and other services at favorable prices and terms, and disputes with third-party providers of materials, equipment or services.

The construction services related to POA 11 will be performed by contractors, which creates a risk of delays or additional costs to the project resulting from, among other factors:

Rochester, a crushing circuit using high pressure grinding roll (“HPGR”) technology was commissioned in 2019, and, in 2020, we obtained permitting for, and began construction of POA 11, which is a significant additional expansion expected to be completed in mid-2023, including the construction of a new leach pad, a crushing facility equipped with two HPGR units and a prescreen, processing facilities and related infrastructure to support the extension of Rochester’s mine life.

At Kensington, we completed development and commenced commercial production from a new deposit in 2018 and amended our operating permit to allow for an additional 10 years of mine life by providing for expanded tailings and waste rock storage, increased mill throughput, enhanced infrastructure and other benefits (“POA 1”).

Our ability to timely complete these and future mine expansion and mine life extension projects is dependent on numerous factors, many of which are outside of our control, including, among others, availability of funding on acceptable terms, timing of receipt of permits and approvals from regulatory authorities, obtaining materials and equipment and construction, engineering and other services at favorable prices and terms, and disputes with third-party providers of materials, equipment or services.

The construction services related to POA 11 are being performed by contractors, which creates a risk of delays or additional costs to the project resulting from, among other factors:

inability to negotiate contracts with favorable pricing and terms;

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However, achieving results in line with those estimates is subject to risks and uncertainties such as variability in grade, recovery rates and cost inputs.

In 2021, Rochester experienced lower than expected silver recovery rates from its HPGR-crushed ore, which negatively impacted production, costs and cash flow.

We cannot provide assurance that we will be able to successfully expand or extend the lives of existing mining operations, and a completed project may not yield the anticipated operational or financial benefit, such as expected availability, throughput, metal recovery rates, concentrate quality, unit costs, operating margin and/or cash flows, any of which may have a material negative impact on returns on invested capital, operating costs or cash flows.

In addition, we acquired several mining properties in recent years, namely, the Sterling/Crown project, the Lincoln Hill project and related assets and the Silvertip development property.

We cannot guarantee that we will be able to successfully develop and start-up new mining properties, restart mining and processing activities at the Silvertip development property or acquire additional mining properties on favorable economic terms or at all.

For example, in 2022, Rochester experienced lower than expected silver recovery rates from its HPGR-crushed ore, which negatively impacted production, costs and cash flow.

We cannot provide assurance that we will be able to successfully expand or extend the lives of existing mining operations, and a completed project may not yield the anticipated operational or financial benefits, such as expected availability, throughput, metal recovery rates, concentrate quality, unit costs, operating margin and/or cash flows, any of which may have a material negative impact on returns on invested capital, operating costs or cash flows.

In addition, we acquired several mining properties in recent years, namely, the Lincoln Hill project and related assets and the Silvertip exploration property.

We cannot guarantee that we will be able to successfully develop and start-up new mining properties, restart mining and processing activities at the Silvertip exploration property or acquire additional mining properties on favorable economic terms or at all.

We regularly evaluate and engage in discussions or negotiations regarding acquisition opportunities.

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There can be no assurance with respect to the timing, likelihood or business effect of any possible transaction.

Our operations may be further disrupted, and our financial results may be adversely affected by the COVID-19 pandemic.

COVID-19, which was declared a pandemic by the World Health Organization on March 11, 2020, poses a material risk to our business and operations.

If a significant portion of our workforce becomes unable to work or travel to our operations due to illness or state or federal government restrictions (including travel restrictions and “shelter-in-place” and similar orders restricting certain activities that may be issued or extended by authorities), we may be forced to reduce or suspend operations at one or more of our mines, which could reduce production, limit exploration activities and development projects and impact liquidity and financial results.

In addition, we have implemented several initiatives to protect the health and safety of our employees, contractors and communities during this pandemic, including COVID-19 testing, site access symptom checks, contact tracing technology and procuring additional disinfectant and sanitation products and personal protective equipment for our employees, among others, some of which have and may result in additional costs to us.

Illnesses or government restrictions, including the closure of national borders, related to COVID-19 also may disrupt the supply of raw goods, equipment, supplies and services upon which our operations rely.

We also continue to monitor legislative initiatives in the U.S., Mexico and Canada related to COVID-19 to determine their potential impacts or benefits (if any) to our business.

Third parties with whom we conduct business, including the refiners and smelters that, process and, in some cases, purchase the gold and silver doré and gold, silver, zinc and lead concentrate produced by our mines, are also subject to these risks and may be required to reduce or suspend operations, which could impact our ability to conduct our operations, advance exploration, development and expansion projects, sell our products and generate revenues.

We may be subject to litigation if one or more employees or contractors contract COVID-19 at work or litigation initiated by stockholders who view decisions by the Board of Directors or management as inconsistent with duties to the Company under Delaware law or who may assert claims under federal securities laws.

We understand that, as indicated by sharp increases in average premiums for director and officer insurance policies in recent months, insurers expect increased litigation relating to COVID-19.

The jurisdictions in which we operate have and may in the future continue to encounter financial difficulties resulting from one or both of lower tax revenue and new and increased costs related to COVID-19.

As a result, national, state or local

governments may seek to raise existing taxes or introduce new taxes that affect our business, which may adversely affect our business and financial results.

For example, in Nevada, where the Rochester mine, Sterling/Crown project and Lincoln Hill project are located, in response to a significant loss of tourism and gaming revenue during 2020, in June 2021 the Governor signed into law a new excise tax on gross proceeds derived from mining gold and silver.

To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section as well as those contained in the 2020 10-K, such as those relating to our operations and indebtedness and financing.

Because of the highly uncertain and dynamic nature of events relating to the COVID-19 pandemic, it is not currently possible to estimate the full impact of the pandemic on our business.

However, these effects could have a material impact on our operations, and we will continue to monitor the COVID-19 situation closely.

We may be unable to successfully integrate and may not realize the expected benefits of recent or future acquisitions.

There can be no assurance that the anticipated benefits of recent acquisitions (including the Silvertip development property and the Sterling/Crown and Lincoln Hill projects) or any future acquisition, will be realized on the originally anticipated timeline or at all.

We may be unable to successfully integrate, may not realize the expected benefits of recent or future acquisitions or may face risks associated with divestitures.

We regularly explore opportunities to selectively acquire other businesses or assets or to divest ourselves of all or part of certain assets in support of our growth plans and strategic objectives.

There can be no assurance that the anticipated benefits of past acquisitions (including the Silvertip exploration property and Lincoln Hill project) or any future acquisition, will be realized on the originally anticipated timeline or at all.

The success and the ability to realize the anticipated benefits of any acquisition will depend upon our ability to effectively manage the integration, performance and operations of entities or properties we acquire.

The process of managing acquired businesses or assets may involve unforeseen challenges and may require a disproportionate amount of our resources, which may divert focus and resources from other strategic opportunities and/or from operational matters during this process.

As an example, the ramp up of the Silvertip development property, acquired in late 2017, was slower and less profitable than originally anticipated, due primarily to more significant mill availability and maintenance challenges than were anticipated at the time Silvertip was acquired.

As an example, the ramp up of the Silvertip exploration property, acquired in late 2017, was slower and less profitable than originally anticipated, due primarily to more significant mill availability and maintenance challenges than were anticipated at the time Silvertip was acquired, as well as deteriorating zinc and lead market conditions.

In addition to the above, any acquisition would be accompanied by risks, including:

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• additional debt incurred or issued to fund some or all of acquisition consideration (as was the case with Silvertip and Wharf), resulting in increased interest expense and other borrowing costs;

• issuance of equity securities as acquisition consideration (which occurred in the Sterling/Crown, Lincoln Hill and Silvertip project acquisitions), resulting in dilution of our existing stockholders;

• issuance of equity securities as acquisition consideration (which occurred in the Lincoln Hill and Silvertip project acquisitions), resulting in dilution of our existing stockholders;

• a material ore body may prove to be below our expectations;

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• difficulties integrating and assimilating the operations and personnel of any acquired companies and supporting expanded operations, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization;

• difficulties or loss of social license to operate resulting from failure of efforts to establish positive relationships and/or agreements with local communities or local indigenous people;

• difficulties or loss of social license to operate resulting from failure of efforts to establish positive relationships and/or agreements with local communities or local indigenous peoples;

• the acquired business or assets may have significant liabilities, such as environmental liabilities, or significant capital expenditures that we failed to discover or have underestimated.

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Unprofitable acquisitions, or additional liabilities, indebtedness or issuances of securities in connection with such acquisitions or any future mine development, may negatively affect our results of operations.

The Company recently sold its interests in the Crown, Sterling and La Preciosa projects.

In connection with these dispositions, the Company has provided representations and warranties and indemnities customary for transactions of these types.

There may be a risk that the Company may incur liability in the future associated with assets it no longer owns or in which it has a reduced interest.

Significant investment risks and operational costs are associated with exploration and development activities.

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Our ability to sustain or increase current production levels depends in part on successful exploration and development of new ore bodies and expansion of existing mining operations.

Substantial expenditures are required to establish ore reserves, to extract metals from ores and, in the case of new properties, to construct mining and processing facilities.

Our plans include several significant projects to construct or upgrade mining and processing facilities at our existing mining operations, including the POA 11 expansion project at Rochester and the POA 1 planned mine life extension at Kensington, and future plans to develop the Sterling/Crown and Lincoln Hill projects.

These projects can take up to several

months or years to complete, are complex and require significant capital expenditures.

Substantial expenditures are required to establish mineral reserves, to extract metals from ore and, in the case of new properties, to construct mining and processing facilities.

Our plans include several significant projects to construct or upgrade mining and processing facilities at our existing mining operations or exploration properties, including the POA 11 expansion project at Rochester and the POA 1 planned mine life extension at Kensington, and future plans to develop the Silvertip and Lincoln Hill projects.

These projects can take up to several months or years to complete, are complex and require significant capital expenditures.

These projects are subject to significant risks described in this Item, any of which may have a material negative impact on returns on invested capital, operating costs or cash flows.

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and government or other interference in the maintenance or provision of such infrastructure.

All of these factors are highly cyclical.

The exact effect of these factors cannot be accurately predicted, but the combination may result in not receiving an adequate return on invested capital.

In addition, exploration projects, such as the Sterling/Crown and Lincoln Hill projects may have no operating history upon which to base estimates of future operating costs and capital requirements.

Exploration project items such as estimates of reserves, metal recoveries and cash operating costs are to a large extent based upon the interpretation of geologic data, obtained from a limited number of drill holes and other sampling techniques, and feasibility studies.

In addition, exploration projects, such as the Silvertip or Lincoln Hill projects may have little or no operating history upon which to base estimates of future operating costs and capital requirements.

Exploration project items such as estimates of resources and reserves, metal recoveries and cash operating costs are to a large extent based upon the interpretation of geologic data, obtained from a limited number of drill holes and other sampling techniques, and feasibility studies.

Estimates of operating costs are then derived based upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, expected recovery rates of metals from the ore, comparable facility and equipment costs, anticipated climate conditions and other factors.

As a result, actual operating costs and economic returns of any and all exploration projects may materially differ from the costs and returns estimated, and accordingly, our financial condition, results of operations and cash flows may be negatively affected.

The Company may be affected by global supply chain disruptions.

The Company may face supply chain disruptions as a result of macroeconomic matters outside of the Company’s control or ability to mitigate, such as natural disasters, transportation disruptions, economic instability, and global pandemics, among others.

Most recently, the Russian invasion of Ukraine has resulted in losses of life, displacement of people, and

political and economic disruptions on a global scale.

There may be unforeseen impacts from these events globally on commodity prices, liquidity and credit or supply chains, and the Company continues to monitor them closely.

We may be required to write down certain long-lived assets, due to metal prices, operational challenges or other factors.

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We conduct a review of the financial performance of our mines in connection with the preparation of our financial statements for each reported period and determine whether any triggering events are indicated.

For example, during the fourth quarter of 2019, we performed a comprehensive analysis of the Silvertip property and determined that indicators of impairment existed, and we ultimately concluded that the carrying value of the long-lived assets for the Silvertip property was impaired, and a non-cash impairment charge of $250.8 million was recorded during the fourth quarter of 2019.

If there are further significant and sustained declines in relevant metal prices, or if we fail to control production and operating costs or realize the mineable ore reserves at its mining properties, we may terminate or suspend mining operations at one or more of its properties.

If there are significant and sustained declines in relevant metal prices, or if we fail to control production and operating costs or realize the mineable ore reserves at its mining properties, we may terminate or suspend mining operations at one or more properties.

These events could require a further write-down of the carrying value of our assets.

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Coeur is an international company and is exposed to political and social risks associated with its foreign operations.

A significant portion of our revenues are generated by operations outside the United States.

A significant portion of our revenues is generated by operations outside the United States.

Exploration, development, production and closure activities in many countries are potentially subject to heightened political and social risks that are beyond our control and could result in increased costs, capacity constraints and potential disruptions to our business.

These risks include the possible unilateral cancellation or forced renegotiation of contracts in which we, directly or indirectly, may have an interest, unfavorable changes in foreign laws and regulations, royalty and tax increases (including taxes associated with the import or export of goods), risks associated with the value-added tax (“VAT”) and income tax refund recovery and collection process, erection of trade barriers, including tariffs and duties, claims by governmental entities or indigenous communities, expropriation or nationalization of property and other risks arising out of foreign sovereignty over areas in which our operations are conducted.

As an example, as disclosed in Note 20 -- Commitments and Contingencies to the Consolidated

Financial Statements, we are currently engaged in efforts to recover VAT paid to the Mexican government that is owed to Coeur associated with Coeur Mexicana’s prior royalty agreement, including through ongoing litigation and potential international arbitration.

While the Company believes that it remains legally entitled to be refunded the full amount of the VAT receivable and intends to rigorously continue its VAT recovery efforts, based on the continued failure to recover the VAT receivable and recent unfavorable Mexican court decisions, the Company determined to write down the carrying value of the VAT receivable of $26.0 million at September 2021.

The right to import and export gold, silver, zinc and lead may depend on obtaining certain licenses and quotas, which could be delayed or denied at the discretion of the relevant regulatory authorities, or could become subject to new taxes, tariffs or duties imposed by U.S.

As an example, as disclosed in Note 19 -- Commitments and Contingencies to the Consolidated Financial Statements, we are currently engaged in efforts to recover VAT paid to the Mexican government that is owed to Coeur associated with Coeur Mexicana’s prior royalty agreement, including through international arbitration.

While the Company believes that it remains legally entitled to be refunded the full amount of the VAT receivable and intends to rigorously continue its VAT recovery efforts, based on the continued failure to recover the VAT receivable and unfavorable Mexican court decisions, the Company determined to write down the carrying value of the VAT receivable of $26.0 million at September 2021.

The right to import and export gold and silver may depend on obtaining certain licenses and quotas, which could be delayed or denied at the discretion of the relevant regulatory authorities, or could become subject to new taxes, tariffs or duties imposed by U.S.

or foreign jurisdictions, which could have a material adverse effect on our business, financial condition, or future prospects.

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Local economic conditions, as well as epidemics, pandemics or natural disasters, can cause shortages of skilled workers and supplies, increase costs and adversely affect the security of operations.

In addition, higher incidences of criminal activity and violence in the area of some of our foreign operations, including drug cartel-related violence in Mexico, could adversely affect our ability to operate in an optimal fashion and may impose greater risks of theft and greater risks as to personnel and property security.

These conditions could lead to lower productivity and higher costs, which would adversely affect results of operations and cash flows.

In addition, higher incidences of criminal activity and violence in the area of some of our foreign operations, including drug cartel-related violence in Mexico, could adversely affect our ability to operate in an optimal fashion and may impose greater risks of extortion and theft and greater risks to our personnel, supply of goods and services to our operations and our property.

These conditions, including security concerns in certain communities surrounding the Palmarejo complex in 2022 impacting third party deliveries of supplies to Palmarejo, could adversely impact our operations and lead to lower productivity and higher costs, which would adversely affect results of operations and cash flows.

In addition, acts of civil disobedience are not uncommon in areas in Mexico where our operations or projects are located.

In recent years, many mining companies have been the targets of actions to restrict their legally-entitled access to mining concessions or property.

In recent years, many mining companies have been the targets of actions to restrict their legally entitled access to

mining concessions or property.

Such acts of civil disobedience often occur with no warning and can result in significant direct and indirect costs.

We cannot provide assurance that there will be no disruptions to site access in the future, which could adversely affect our business.

We sell silver and gold doré, gold concentrate, and silver, zinc and lead concentrates in U.S.

We sell silver and gold doré, gold concentrate, and silver concentrate in U.S.

dollars, but we conduct operations outside the United States in local currency.

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In addition, we seek to maintain our partnerships and relationships with local communities, including indigenous peoples, and stakeholders in a variety of ways, including in-kind contributions, volunteer time, sponsorships and donations.

There is an increasing level of public concern relating to the perceived effect of mining activities on indigenous communities.

Evolving expectations related to human rights, indigenous interests and environmental protection may result in opposition to the Company’s current or future activities.

Notwithstanding our ongoing efforts, local communities and stakeholders can become dissatisfied with our activities or the level of benefits provided, which may result in legal or administrative proceedings, civil unrest, protests, direct action or campaigns against us or our operations.

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We place tailings into engineered containments, underground as structural backfill, and as a dry stack material.

In response to several recent tailings dam failures unrelated to our operations that have involved loss of life and resulted in severe property and environmental ecosystem damage, we completed a comprehensive review of our tailings dams

and operational practices to characterize our risk profile.

We concluded that our tailings dams represent a low exposure risk profile for several reasons, including that our tailings dams were constructed using construction methods recognized in the industry as the most stable tailings dam design using high strength and chemically stable rock in construction.

Our dams are continuously monitored and inspected by internal resources as well as third-party industry qualified experts.

The significant dam failure events that have occurred in recent years may lead to regulatory governance changes stemming from updated laws, regulation or guidance, which could result in increased operational and compliance costs if we need to make changes to existing facilities.

The significant dam failure events at third party locations that have occurred in recent years may lead to regulatory governance changes stemming from updated laws, regulation or guidance, which could result in increased operational and compliance costs if we need to make changes to existing facilities.

The failure of a tailings dam or tailings storage facility at one of our mine sites could result in severe, and in some cases catastrophic, property and environmental damage and loss of life.

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Neither our independent registered public accounting firm nor any other independent expert or outside party compiles or examines these forward-looking statements and, accordingly, do not express any opinion or any other form of assurance on these estimates and projections.

Estimates and projections are made by our management and technical personnel and are qualified by, and subject to the assumptions contained or referred in the filing, release or presentation in which they are made, including assumptions about the availability, accessibility, sufficiency and quality of mineralization, recovery rates, our costs of production, the market prices of gold, silver, zinc and lead, our ability to sustain and increase production levels, the ability to produce and sell marketable concentrates and doré and related treatment and refining charges, the sufficiency of our infrastructure, the performance of our personnel and equipment, our ability to maintain and obtain mining interests and permits, the state of government and community relations, and our compliance with existing and future laws and regulations.

Estimates and projections are made by our management and technical personnel and are qualified by, and subject to the assumptions contained or referred in the filing, release or presentation in which they are made, including assumptions about the availability, accessibility, sufficiency and quality of mineralization, recovery rates, our costs of production, the market prices of gold and silver, our ability to sustain and increase production levels, the ability to produce and sell marketable concentrates and doré and related treatment and refining charges, the sufficiency of our infrastructure, the performance of our personnel and equipment, our ability to maintain and obtain mining interests and permits, the state of government and community relations, and our

compliance with existing and future laws and regulations.

We sometimes state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of the suggested ranges.

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Our use of derivative contracts to protect against market price volatility exposes us to risk of opportunity loss, mark-to-market fair value adjustments, potential cash collateral calls and exposure to counterparty credit risk.

From time-to-time, we have in the past and in the future may enter into price risk management contracts to protect against fluctuations in the price of gold, silver, zinc and lead, foreign currency rates and changes in the prices of fuel and other input costs.

We have in the past and in the future may enter into price risk management contracts to protect against fluctuations in the price of gold and silver, foreign currency rates and changes in the prices of fuel and other input costs.

These contracts could include forward sales or purchase contracts, futures contracts, purchased or sold put and call options and other derivative instruments.

In 2019, 2020 and 2021, we entered into price risk management contracts on a total of 483,700 ounces of expected gold production for 2020, 2021 and 2022 after a significant increase in gold prices during 2019 and 2020.

We determined to implement these contracts to provide for a minimum level of revenue from the sales of the covered gold ounces in order to mitigate the risk of not being able to fund all or a portion of the costs of several significant projects at existing operations such as POA 11.

We entered into price risk management contracts on 2021, 2022 and 2023 gold sales after a significant increase in gold prices during 2019 and 2020.

As of December 31, 2022, contracts with respect to 130,500 ounces of gold were outstanding.

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The price ceiling may be lower than actual spot gold prices at the time of sale under those contracts.

On February 14, 2022, the closing price of gold was $1,866 per ounce.

In early 2023, the Company added 49,998 ounces of gold forward contracts and 3.2 million ounces of silver forward contracts that settle monthly through December 2023.

Taking into account the additional gold and silver hedges added in early 2023 the weighted average fixed price on the forward contracts is $1,961 per ounce of gold and $24.55 per ounce of silver.

On February 22, 2023, the closing price of gold and silver was $1,836 and $21.86 per ounce, respectively.

We are exposed to credit risk with contract counterparties, including, but not limited to, sales contracts and derivative contracts.

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We are dependent upon information technology systems, which are subject to cybersecurity incidents, disruption, damage, failure and other risks associated with implementation and integration.

Our information technology systems used in our operations are subject to disruption, damage or failure from a variety of sources, including, without limitation, computer viruses, security breaches, cyberattacks, natural disasters and defects in

Cybersecurity incidents, in particular, are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data or machines and equipment, and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information, the corruption of data or the disabling, misuse or malfunction of machines and equipment.

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Various measures have been implemented to manage the risks related to the system implementation and modification, but system modification failures could have a material adverse effect on our business, financial position and results of operations.

Although the Company has not experienced any material loss to date relating to cybersecurity, there can be no assurance that the Company will not incur such loss in the future.

We may be expected to continue enhancing our ESG practices to meet evolving and inconsistent standards.

ESG factors, including climate-related initiatives such as GHG emissions targets and climate risk management, are increasingly becoming a metric for institutional shareholders to review and assess the performance of the Company and a significant factor in their investment decisions.

We believe we have established ourselves as a leader among peers in ESG and

continued to advance our ESG initiatives in 2022, including publishing our 2021 ESG Report, which included specific, objective goals to continue to improve our industry leading safety record, reduce the net intensity of our GHG emissions across the Company, build on our commitment to Diversity, Equity and Inclusion and protect critical habitat.

However, there are no assurances that our efforts will be sufficient or meet the standards set by ESG analysts or institutional or other investors.

Our operations may be disrupted, and our financial results may be adversely affected by an outbreak of infectious disease or pandemic.

An outbreak of infectious disease, pandemic or a similar public health threat, such as the COVID-19 pandemic, and the response thereto, could adversely impact our business and operations.

While we have implemented several initiatives to protect the health and safety of our employees, contractors and communities to date, some of which have and may result in additional costs to us, there can be no assurance that the Company will remain unaffected by potential future health crises.

Illnesses or government restrictions, including potential closure of national borders, related to COVID-19 or a similar public health threat may disrupt the supply of raw goods, equipment, supplies and services upon which our operations rely.

Third parties with whom we conduct business, including the refiners and smelters that process and, in some cases, purchase the doré and concentrate produced by our mines, are also subject to these risks and may be required to reduce or suspend operations, which could impact our ability to conduct our operations, advance exploration, development and expansion projects, sell our products and generate revenues.

To the extent the COVID-19 or any other pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section as well as those contained in the 2021 10-K, such as those relating to our operations and indebtedness and financing.

Because of the highly uncertain and dynamic nature of events relating to the COVID-19 or similar pandemic, it is not currently possible to estimate the full impact of the pandemic on our business.

However, these effects could have a material impact on our operations, and we will continue to monitor such situations closely.

Our business depends on good relations with, and the retention and hiring of, employees.

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The loss of some or all water rights, ongoing litigation to enforce existing water rights, ongoing shortages of water to which we have rights and/or significantly higher costs to obtain sufficient quantities of water could result in our inability to maintain production at current or expected levels, require us to curtail or shut down mining operations and could prevent us from pursuing expansion or development opportunities, which could adversely affect our results of operations and financial condition.

Laws and regulations may be introduced in some jurisdictions in which we operate which could also limit access to sufficient water resources, adversely affecting our existing operations or our expansion or development plans.

Laws and regulations may be introduced in some jurisdictions in which

we operate which could also limit access to sufficient water resources, adversely affecting our existing operations or our expansion or development plans.

We may not be able to recognize the benefits of deferred tax assets.

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Our ability to make scheduled debt payments on outstanding indebtedness will depend on future results of operations and cash flows.

Our results of operations and cash flows, in part, are subject to economic factors beyond our control, including the market prices of gold, silver, zinc and lead, among other factors described in this Item.

Our results of operations and cash flows, in part, are subject to economic factors beyond our control, including the market prices of gold and silver, among other factors described in this Item.

Although we have been successful in repaying or refinancing debt historically, there can be no assurance that we can continue to do so.

We may not be able to generate enough cash flow to meet obligations and commitments under outstanding debt instruments.

If our cash flows from operations are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures, dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness.

We cannot predict whether we would be able to refinance debt, issue equity or debt securities or dispose of assets to raise funds on a timely basis or on satisfactory terms.

If and to the extent liquidity resources are insufficient to support short- and long-term expenditures, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures, dispose of material assets or operations, incur additional debt or equity capital or restructure or refinance our indebtedness.

We cannot predict whether we would be able to refinance debt, issue equity or debt securities or dispose of assets to raise funds on a timely basis or on satisfactory terms, which could have a material adverse impact on the Company.

In a rising interest rate environment, the costs of borrowing additional funds or refinancing outstanding indebtedness would also be expected to increase.

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• limit our ability to obtain additional financing, repurchase outstanding equity or issue debt securities;

• require us to meet certain financial covenants consisting of a consolidated net leverage ratio and a consolidated interest coverage ratio;

• require us to meet certain financial covenants including a senior secured leverage ratio, a consolidated net leverage ratio and a consolidated interest coverage ratio;

• require a portion of our cash flows to be dedicated to debt service payments instead of other purposes, which reduces the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;

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If we are unable to maintain our outstanding debt and financial ratios at levels acceptable to the credit rating agencies, or should our business prospects or financial results deteriorate, including as a result of declines in gold and silver prices or other factors beyond our control, our ratings could be downgraded by the rating agencies.

A downgrade by the rating agencies could adversely affect the

value of our outstanding debt securities, our existing debt, and our ability to obtain new financing on favorable terms, if at all, increase borrowing costs, and may result in increased collateral requirements under our existing surety bond portfolio, which in turn may adversely affect our results of operations and financial position.

A downgrade by the rating agencies could adversely affect the value of our outstanding debt securities, our existing debt, and our ability to obtain new financing on favorable terms, if at all, increase borrowing costs, and may result in increased collateral requirements under our existing surety bond portfolio, which in turn may adversely affect our results of operations and financial position.

RISKS RELATED TO APPLICABLE LAWS AND REGULATIONS

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Changes in existing laws, possible future laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspensions of operations and delays in the development of new properties.

surface and underground mines like the Kensington, Rochester and Wharf mines and Sterling/Crown project are frequently inspected by the U.S.

Mine Safety and Health Administration (“MSHA”), which inspections often lead to notices of violation.

Recently, MSHA has been conducting more frequent and more comprehensive inspections of mining operations in general.

Similar inspections are conducted in British Columbia, Canada, at the Silvertip development property and in Mexico at the Palmarejo complex by the British Columbia Ministry of Energy, Mines and Petroleum Resources and the Mexican Secretaria del Trabajo y Prevision Social (Secretary of Labor and Social Safety), respectively.

surface and underground mines like the Kensington, Rochester and Wharf mines are regularly inspected by the U.S.

Mine Safety and Health Administration (“MSHA”).

These inspections may lead to written citations or violation notices, which are reported in Exhibit 95.1 to this Report.

Recently, MSHA has been conducting more comprehensive inspections of mining operations in general, focusing on miner health and critical safety hazards.

Similar inspections are conducted in British Columbia, Canada, at the Silvertip exploration property and in Mexico at the Palmarejo complex by the British Columbia Ministry of Energy, Mines and Petroleum Resources and the Mexican Secretaria del Trabajo y Prevision Social (Secretary of Labor and Social Safety), respectively.

Failure to comply with applicable laws, regulations and permitting requirements may result in temporary or extended shutdowns, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, which may require corrective measures including the payment of fines or penalties, capital expenditures, installation of additional equipment or remedial actions, any of which could have a material, adverse effect on our business and results of operations.

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Environmental regulations mandate, among other things, the maintenance of air and water quality standards, land development and land reclamation, and set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste.

Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their officers, directors and employees.

Environmental legislation and environmental justice provisions are evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their officers, directors and employees.

We may incur environmental costs that could have a material adverse effect on financial condition and results of operations.

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mines currently are exempt to a limited extent from the extensive set of EPA regulations governing hazardous waste under the Resource Conservation and Recovery Act (“RCRA”).

If the EPA were to repeal this exemption, and designate these mining wastes as hazardous under RCRA, we would be required to expend additional amounts on the handling of such wastes and to make significant expenditures to construct hazardous waste storage or disposal facilities.

Under the Mercury Export Ban Act of 2008 (“MEBA”), incidental elemental mercury generated at our Rochester mine as part of the processing of ore may not be exported outside of the United States and is required to be stored in a storage facility designated by the U.S.

If the EPA were to repeal this exemption, and designate these mining wastes as hazardous under RCRA, we would be required to make significant expenditures to manage the waste and to construct hazardous waste storage or disposal facilities.

Department of Energy (“DOE”).

Near the end of 2019, the DOE designated a facility and issued a long-term management and storage fee rule;

however, the facility designation process and fee was subjected to legal challenges by us and other third parties.

Following legal challenges by Coeur and others, the DOE agreed to vacate the 2019 rule and commence a new rule making process in 2021.

The future rule could result in material cost being incurred to ship

and store Coeur Rochester's mercury.

The DOE is undergoing processes to designate such a facility and to establish storage and handling fees, which is not yet final.

The outcome could result in material cost being incurred to ship and store Coeur Rochester's mercury.

In addition, if any of these wastes causes contamination in or damage to the environment at a U.S.

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Additional regulations or requirements also are imposed on our tailings and waste disposal areas in Alaska under the federal Clean Water Act (“CWA”), in Nevada under the Nevada Water Pollution Control Law which implements the CWA, in South Dakota under the South Dakota Water Pollution Control Act and the Administrative Rules of the State of South Dakota, in British Columbia (Canada) under the Health, Safety and Reclamation Code for Mines in British Columbia, the British Columbia Environmental Management Act and the Canadian Metal and Diamond Mining Effluent Regulations, and in Mexico under the General Law of Ecological Balance and Protection of the Environment (the "GLEBPE") and the regulations under the GLEBPE related to environmental protection in impact assessment matters.

In addition, proposed CERCLA regulations requiring mining companies to obtain supplemental financial assurance could, if adopted, have a material adverse effect on results of operations and cash flows.

Airborne emissions are subject to controls under air pollution statutes implementing the Clean Air Act in Nevada, Alaska and South Dakota, and are regulated under the Environmental Management Act in British Columbia (Canada) and the GLEBPE and the regulations under GLEBPE related to prevention and control of the pollution of the atmosphere in Mexico.

Airborne emissions are subject to controls under air pollution statutes implementing the Clean Air Act in the U.S., and are regulated under the Environmental Management Act in British Columbia (Canada) and the GLEBPE and the regulations under GLEBPE related to prevention and control of the pollution of the atmosphere in Mexico.

In addition, there are numerous legislative and regulatory initiatives related to climate change, reductions in greenhouse gas emissions, or energy policy and adoption of these initiatives through legislative actions or administrative policy could have a material adverse effect on results of operations and cash flows.

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Our ability to obtain necessary government permits to expand operations or begin new operations may be materially affected by third-party activists.

In the normal course of our business, we are required to obtain and renew governmental permits for exploration, operations and expansion of existing operations and for the development of new projects, such as the permits recently obtained for POA 11 at Rochester and the permitting effort currently underway for POA 1 at Kensington.

In the normal course of our business, we are required to obtain and renew governmental permits for exploration, operations and expansion of existing operations and for the development of new projects, such as the permits recently obtained for POA 11 at Rochester, POA 1 at Kensington and at Palmarejo to allow the deposit of future tailings into the legacy open pit rather than expand the current tailings impoundment facility.

Obtaining and renewing governmental permits is a complex and time-consuming process.

The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority.

We may not be able to obtain or renew permits that are necessary to our operations or the cost and time required to obtain or renew permits may exceed our expectations.

Any unexpected delays or costs associated with the permitting process could delay the development or impede the operation of a mine, which in turn could materially adversely affect our revenues and future growth.

For example, we experienced prolonged delays by the Mexican federal environmental authority, SEMARNAT, in approving the permit described above to deposit future tailings into the legacy open pit at Palmarejo.

As has been publicized in media coverage, we understand that other mining projects in Mexico are also experiencing permitting delays or, in certain circumstances, denials of permits.

Any delay in obtaining a permit may require us to revise mine plans or curtail expected production, which could materially adversely affect

results of operations and cash flow.

In addition, key permits and approvals may be revoked or suspended or may be changed in a manner that adversely affects our operations.

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Our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely impacted by real or perceived detrimental events associated with our activities or those of other mining companies affecting the environment, human health and safety of communities in which we operate.

If future permitting applications or amendments are not approved on a timely basis or at all, or if the permitting process is delayed for any reason, including to address public comments, our plans for continued operations and future growth could be materially adversely affected, which could have a material adverse effect on our financial condition and results of operations.

Our business is subject to anti-bribery laws, a breach or violation of which could lead to civil and criminal fines and penalties, loss of licenses or permits and reputational harm.

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Violations of these laws, or allegations of such violations, could lead to civil and criminal fines and penalties, litigation, and loss of operating licenses or permits, and may damage our reputation, which could have a material adverse effect on our business, financial position and results of operations.

Our Code of Business Conduct and Ethics and other corporate policies mandate compliance with these anti-bribery laws;

Our Code of Business Conduct and Ethics and other corporate policies mandate compliance with these anti-bribery laws and we provide training and education on these topics to our employees;

however, there can be no assurance that our internal control policies and procedures always will protect us from recklessness, fraudulent behavior, dishonesty or other inappropriate acts or violations of laws committed by our affiliates, employees or agents.

We are subject to litigation and may be subject to additional litigation in the future.

We are currently, and may in the future become, subject to other litigation, arbitration or proceedings with other parties.

We are currently, and may in the future become, subject to other litigation, arbitration (including the current NAFTA arbitration matter involving recovery of Mexican VAT) or proceedings with other parties.

If decided adversely to us, these legal proceedings, or others that could be brought against us in the future, could have a material adverse effect on our financial position or prospects.

We are currently engaged in litigation with a third party regarding the terms of a royalty impacting a portion of the Kensington mine property.

While we believe our claims and counter-claims in this matter are valid, litigation matters are inherently uncertain and there is no guarantee that we will be successful in defending ourselves or that our assessment of the materiality and the likely outcome of this matter will be consistent with the ultimate resolution of the matter.

Responding to disputes, even those that are without merit or ultimately decided in our favor, may require us to incur significant expense, devote significant resources, and may generate adverse publicity, which could materially and adversely affect our business.

In the event of a dispute arising at our foreign operations, we may be subject to the exclusive jurisdiction of foreign courts or arbitral panels or may not be successful in subjecting foreign persons to the jurisdiction of courts or arbitral panels in the United States.

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An ejido may sell or lease lands directly to a private entity.

While we have agreements or are in the process of negotiating agreements with the ejidos that impact all of our projects in Mexico, some of these agreements may be subject to renegotiation or legal challenges.

While we have agreements or are in the process of negotiating

agreements with the ejidos that impact all of our projects in Mexico, some of these agreements may be subject to renegotiation or legal challenges.

The Company’s effective tax rate could be volatile and materially change as a result of changes in tax laws, mix of earnings and other factors.

We are subject to tax laws in the United States and numerous foreign jurisdictions.

We are subject to tax laws in the United States and several foreign jurisdictions.

President Biden’s administration (the “Administration”) has called for changes to fiscal and tax policies, which may include comprehensive tax reform.

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If any or all of these (or similar) proposals are enacted into law, in whole or in part, they could have a negative impact on the Company’s effective tax rate.

Additionally, the jurisdictions in which we operate have and may in the future continue to encounter financial difficulties resulting from one or both of lower tax revenue and new and increased costs related to continuing to manage COVID-19 or remedy its impact.

National, state or local governments may seek to raise existing taxes or introduce new taxes which may adversely affect our business and financial results.

Currently, the Company incurs losses in certain countries where it does not receive a financial statement benefit, and the Company operates in countries which have different statutory rates.

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In addition, new tax legislation in certain jurisdictions where we operate could negatively affect us.

derived from mining gold and silver.

For example, in Nevada, where the Rochester mine and Lincoln Hill project are located, in response to a significant loss of tourism and gaming revenue during 2020, in June 2021 the Governor signed into law a new excise tax on gross proceeds derived from mining gold and silver.

In addition, there have been recent proposals by elected officials in Mexico for even more significant increases in mining taxes, although it is unclear whether those proposals will result in legislation.

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The issuance of additional equity securities or securities convertible into equity securities, whether to acquire new companies or businesses or for other strategic benefits, would result in dilution of our existing stockholders’ equity ownership.

In March 2022 and December 2022, the Company completed $100.0 million and $50.0 million “at the market” offerings of its common stock, par value $0.01 per share, respectively, and sold a tota l of 36.8 million shares of common stock at an average price of $4.07 per share.

We are authorized to issue, without stockholder approval, 10.0 million shares of preferred stock in one or more series, to establish the number of shares to be included in each series and to fix the designation, powers, preferences and relative participating, optional, conversion and other special rights of the shares of each series as well as the qualification, limitations or restrictions on each series.

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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 1A. Risk Factors