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Item 1A. Risk Factors

2024-02-21 compared with 2023-02-22 · 106 added, 92 removed, 314 unchanged (39% of the section changed)

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Metal High Price for 2023 Date Low Price for 2023 Date

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 (per ounce) $2,078 December 28, 2023 $1,809 February 27, 2023

Silver (per ounce) $26.03 April 14, 2023 $20.09 March 10, 2023

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

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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.

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

A period of significant and sustained lower prices would materially and adversely affect our results of operations and cash flows.

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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 (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.

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.

An increase in the cost, or decrease in the availability, of input commodities, labor, or equipment, due to factors beyond the Company’s control 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 14% between September 28, 2022 and October 4, 2022, and then decreased by 13% on October 19, 2022.

For example, the price of silver increased 5% between April 5, 2023 and April 14, 2023, and then decreased by 5% on April 19, 2023.

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.

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.

While the Company believes that its mineral reserve and mineral 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.

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.

No assurances can be given that all mineral reserves will be mined, as mineralized material that may qualify as reserves under applicable standards by virtue of having positive economics may not generate attractive enough returns to be included in our mine plans, due to factors such as the impact of the gold stream at Palmarejo.

As a result, we may elect not to mine portions of the mineralized material reported as reserves.

In addition, 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 default by a refiner or smelter on its contractual obligations to us or an insolvency event or bankruptcy filing by a refiner or smelter may result in the loss of all or part of our doré or concentrate in the possession of the refiner or smelter, and such a loss likely would not be insured by our insurance policies.

We cannot ensure that alternative refiners or smelters would be available or offer comparable terms if the need for them were to arise or that it would not experience delays or disruptions in sales that would materially and adversely affect results of operations.

We cannot ensure that alternative refiners or smelters would be available, that they would offer comparable terms if the need for them were to arise, or that we would not experience delays or disruptions in sales that would materially and adversely affect results of operations.

There are significant hazards associated with mining activities, some of which may not be fully covered by insurance.

The mining business is subject to risks and hazards, including environmental hazards, industrial accidents, the encountering of unusual or unexpected geological formations, cave-ins, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions or machine failure.

The mining business is subject to risks and hazards, including environmental hazards, industrial accidents, the encountering of unusual or unexpected geological formations, geotechnical failures, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions or machine failure.

These occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, reduced production and delays in mining, asset write-downs, monetary losses and possible legal liability.

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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 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.

as the expected acquisition of mining concessions from a subsidiary of Fresnillo plc that are located adjacent to the existing Palmarejo site.

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.

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”).

At Rochester, we completed construction of and are in the process of commissioning and ramping up POA 11, which is a significant additional expansion that includes a three-stage crushing facility, a new leach pad, and a new Merrill-Crowe processing facility and related infrastructure to support the extension of Rochester’s mine life.

Of note, we continue to use the existing refinery at Rochester to produce doré from both the old and the new Merrill-Crowe processing facility.

At Kensington, we 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”).

We are in the midst of a multi-year exploration and underground mine development program to extend the mine life.

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:

Construction services performed by contractors create a risk of delays or additional costs resulting from, among other factors:

inability to negotiate contracts with favorable pricing and terms;

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and insolvency or other financial difficulty encountered by a contractor which results in a delay in services or termination of a contract with the contractor.

Expected project benefits are based on estimates of a variety of key factors, including mineral reserves and resources, grade, recovery rates, and operating costs among others.

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

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.

Expected benefits from the Rochester expansion are based on estimates of a variety of key factors, including mineral reserves and resources, grade, recovery rates, the ability of processing infrastructure such as the refinery to meet higher throughput rates, and operating costs among others.

However, achieving results in line with those estimates is subject to risks and uncertainties such as variability in grade, recovery rates and cost inputs and any inability of infrastructure to accommodate higher throughput.

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.

In addition, we have acquired mining properties such as 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.

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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.

There can be no assurance that the anticipated benefits of past acquisitions 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.

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

• processing facilities may not operate as well as anticipated, and may require significant maintenance, downtime and capital investment, such as the mill at Silvertip;

• processing facilities may not operate as well as anticipated, and may require significant maintenance, downtime and capital investment, such as the original mill at Silvertip;

• 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;

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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.

In connection with these dispositions, the Company has provided representations, 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.

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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.

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

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

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Mineral exploration involves many risks and is frequently unproductive.

Even if mineral deposits are found, those deposits may be insufficient in quantity and quality to return a profit from production, or it may take a number of years until production is possible, during which time the economic viability of the project may change.

Even if mineral deposits are found, those deposits may be insufficient in quantity or quality to return a profit from production, or it may take a number of years until production is possible, during which time the economic viability of the project may change.

Few properties that are explored are ultimately developed into producing mines.

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Factors that affect adequacy of infrastructure include:

reliability of roads, bridges, power sources and water supply;

unusual or infrequent weather phenomena;

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

reliability of roads, bridges, power sources and water supply, unusual or infrequent weather phenomena, sabotage, and government or other interference in the maintenance or provision of such infrastructure.

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 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.

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

Exploration project items such as estimates of mineral resources and mineral 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.

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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.

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

Recently, the Russian invasion of Ukraine and the Israel-Hamas conflict have 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.

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Such write- downs may adversely affect our results of operations and financial condition.

We review our long-lived assets for recoverability pursuant to the Financial Accounting Standard Board’s Accounting Standards Codification Section 360.

We review our long-lived assets for recoverability pursuant to the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification Section 360.

Under that standard, we review the recoverability of our long-lived assets, such as our mining properties, upon a triggering event.

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Impairment, measured by comparing an asset’s carrying value to its fair value, must be recognized when the carrying value of the asset exceeds these cash flows.

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.

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

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.

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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 is generated by operations outside the United States.

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

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 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.

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, aggressive or punitive tax audits, policy-driven interference with or moratoriums on processing of permit applications or granting water or mineral concessions, erection of trade barriers, including tariffs and duties, claims by governmental entities or indigenous communities, changes to mining and related laws impacting current and future operations, 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 18 -- Commitments and Contingencies to the Consolidated Financial Statements, we are currently engaged in efforts to recover amounts unduly paid to the Mexican government that are 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 unduly paid VAT receivable and intends to rigorously continue its recovery efforts, based on the continued failure to recover the receivable and unfavorable Mexican court decisions, the Company determined to write down the carrying value of the receivable of $26.0 million at September 2021.

In addition, recent amendments to mining, water and environmental laws in Mexico, and government actions intended to slow or halt the normal processing of permits and granting of water or mineral concessions, could impose additional restrictions on our ability to obtain and maintain mining and water rights and operate in Mexico, among other potentially adverse provisions.

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.

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In addition, our rights under local law may be less secure in countries where judicial systems are susceptible to manipulation and intimidation by government agencies, non-governmental organizations or civic groups.

Any of these developments could require us to curtail or terminate operations at our mines, incur significant costs to renegotiate contracts, meet newly-imposed environmental or other standards, pay greater royalties or higher prices for labor or services and recognize higher taxes, or experience significant delays or obstacles in the recovery of VAT or income tax refunds owed, which could materially and adversely affect financial condition, results of operations and cash flows.

Any of these developments could require us to curtail or terminate operations at our mines, incur significant costs to renegotiate contracts, meet newly-imposed environmental or other standards, pay greater royalties or higher prices for labor or services and recognize higher taxes, address aggressive or punitive tax audit assessments including through litigation, or experience significant delays or obstacles in the recovery of VAT or income tax refunds owed, which could materially and adversely affect financial condition, results of operations and cash flows.

Our operations outside the United States also expose us to economic and operational risks.

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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 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 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, greater risks to our personnel, and greater risks to the supply of goods and services to our operations and our property.

These conditions, including security concerns in certain communities surrounding the Palmarejo complex 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 of 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.

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 concentrate in U.S.

We sell silver doré, 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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Waste rock in the form of tailings generated as a by-product of processed ore is produced at the Kensington and Palmarejo Mines.

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

We place tailings into engineered containments, underground as structural backfill, and as thickened tailing, into a former open pit.

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.

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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 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.

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.

We have in the past, and may in the future, 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.

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.

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 as well as provide greater certainty in our planning and budgeting process.

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

See Note 15 — Derivative Financial Instruments in the notes to the Consolidated Financial Statements.

We entered into price risk management contracts on 2021, 2022, 2023 and 2024 gold and silver sales.

We determined to implement these contracts to provide for a minimum level of revenue from the sales of the covered gold and silver 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 the Rochester expansion as well as provide greater certainty in our planning and budgeting process.

As of December 31, 2023, contracts with respect to 94,950 ounces of gold and 3.1 million ounces of silver were outstanding.

See Note 14 — Derivative Financial Instruments & Hedging Activities in the notes to the Consolidated Financial Statements.

The use of derivative instruments can expose us to risk of an opportunity loss and may also result in significant mark-to-market fair value adjustments, which may require us to post cash or other collateral or have a material adverse impact on reported financial results.

Our exposure may be particularly acute for our derivative instruments accounted for as cash flow hedges because those contracts are cash net settled on a monthly basis.

The ceiling on the gold ounces covered by the price risk management contracts described above, representing the highest price we could realize for those ounces under outstanding contracts, averages approximately $1,957 per ounce for 2023 production.

The ceiling on the gold and silver ounces covered by the price risk management contracts described above, representing the highest price we could realize for those ounces under outstanding contracts, averages $2,076 and $25.16 per ounce, respectively, for the first half of 2024 production.

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

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 20, 2024, the closing price of gold and silver was $2,029 and $23.06 per ounce, respectively.

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In the event of nonperformance in connection with a contract, we could be exposed to a loss of value for that contract.

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 design.

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

The information technology and operational technology used in our business and 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 design.

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.

Various measures have been implemented to manage our risks related to information technology systems and network disruptions.

However, given the unpredictability of the timing, nature and scope of information or operational technology disruptions, we could potentially be subject to production downtimes, operational delays, operating accidents, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks or financial losses from remedial actions, any of which could have a material adverse effect on cash flows, financial condition or results of operations.

Various measures have been implemented to manage our risks related to information technology, operational technology and network disruptions.

However, given the unpredictability of the timing, nature and scope of information or operational technology disruptions, we could potentially be subject to production downtimes, operational delays, operating accidents, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems, equipment and networks or financial losses from remedial actions, any of which could have a material adverse effect on cash flows, financial condition or results of operations.

We may also incur large expenditures to recover data, to repair or replace networks or information or to protect against similar future events.

We could also be adversely affected by system or network disruptions if new or upgraded information technology systems are defective, not installed properly or not properly integrated into operations.

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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 carry cybersecurity insurance;

however, it may not be sufficient to cover losses arising from cybersecurity incidents that may occur.

There has been heightened legislative and regulatory focus on data privacy and cybersecurity in the U.S and elsewhere.

We may be required to comply with a fast-evolving set of legal requirements in this area, including substantive data privacy and cybersecurity standards.

This regulatory environment may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks.

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.

ESG factors, including climate-related initiatives such as GHG emissions targets and climate risk management, are increasingly becoming a metric for institutional investors 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 as highlighted in our 2022 ESG Report, which included specific, objective goals to continue to improve our industry-leading safety record, continue reducing the net intensity of our GHG emissions across the Company, advance our commitment to Diversity, Equity and Inclusion, strengthen community relations 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.

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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.

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, 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.

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Continuous production and mine development is dependent on our ability to acquire and maintain water rights and claims and to defeat claims adverse to current water uses in legal proceedings.

For example, in January 2024, the Supreme Court of Justice of the Nation issued a ruling that invalidated certain non-material surface water rights previously utilized at Palmarejo.

Although each of our operating mines currently has sufficient water rights and claims to cover its operational demands, we cannot predict the potential outcome of pending or future legal proceedings relating to enforcement of water rights, claims and uses, or potential pressure from other users of water, government agencies and officials, and/or non-governmental organizations to limit the amount of water made available to or used for mining activities, regardless of legally valid water rights.

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In addition, the scarcity of water in certain regions could result in increased costs to obtain sufficient quantities of water to conduct our operations.

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.

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 or 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.

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

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There can be no assurance that any rating currently assigned by Standard & Poor’s Rating Services or Moody’s Investors Service to us or our debt securities will remain unchanged for any given period of time or that a rating will not be lowered if, in that rating agency’s judgment, future circumstances relating to the basis of the rating so warrant.

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.

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 or 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.

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Mine Safety and Health Act, the Health, Safety and Reclamation Code for Mines under the British Columbia Mines Act and Relevant Sections of the Mexican Official Regulations, and related costs and delays associated with compliance may negatively affect our business.

Mining activities are subject to extensive federal, state, local and foreign laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation, taxes, labor standards and occupational health and safety laws and regulations, including mine safety, toxic substances and other matters.

Mining activities are subject to extensive federal, state, local and foreign laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation, taxes, labor standards and occupational health and safety, including mine safety, toxic substances and other matters.

The costs associated with compliance with such laws and regulations are substantial.

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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.

Recent amendments to mining, water and environmental laws in Mexico, and the subsequent corresponding regulations thereto, could impose additional restrictions on our ability to obtain and maintain mining and water rights and operate in Mexico, among other potentially adverse provisions.

Legal actions challenging the validity and implementation of these recent amendments have been filed by various groups and the proceedings remain ongoing.

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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The potential exposure may be significant and could have a material adverse effect on our financial condition and results of operations.

Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of prior and current operations, including operations conducted by other mining companies many years ago at sites located on properties that we currently or formerly owned.

These lawsuits could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions.

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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.

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.

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.

However, we are unable to predict the scope, nature and timing of any new or increased

environmental laws and regulations and therefore cannot predict the ultimate impact of such laws and regulations on our business or financial results.

We continue to monitor existing and proposed laws and regulations in the jurisdictions in which we operate to consider actions we may take to potentially mitigate any unfavorable impact of such laws or regulations.

In addition, U.S.

environmental conservation efforts could result in the withdrawal of certain federal lands from mineral entry under the Mining Law, which could have the effect of restricting our current or future planned activities involving our unpatented mining claims on the affected public lands.

environmental conservation efforts could result in the withdrawal of certain federal lands from mineral entry under relevant mining law, which could have the effect of restricting our current or future planned activities involving our unpatented mining claims on the affected public lands.

We are required to obtain and renew governmental permits in order to conduct operations, a process which is often costly and time-consuming.

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, 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.

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 the Rochester expansion, 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.

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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.

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.

Any unexpected delays or costs associated with the permitting process could impede or delay the development or 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, and we continue to experience prolonged delays in the routine renewal of various operating permits at Palmarejo.

As has been publicized in media coverage, we understand that other mining projects in Mexico are also experiencing extended permitting delays or, in certain circumstances, denials of permits, due to anti-mining policies of the current Mexican Administration.

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.

For example, we recently received a notice of revocation of our permit to operate back-up generators at Palmarejo.

We are appealing the revocation and have been granted the right to continue operating the back-up generators during the course of the appeal.

We are also applying for a new permit in case our appeal is not successful, but there can be no assurance that the revocation of the prior permit will not have an adverse impact on Palmarejo’s operating and financial results.

Private parties such as environmental activists frequently attempt to intervene in the permitting process and to persuade regulators to deny necessary permits or seek to overturn permits that have been issued.

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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 (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, and may in the future become, subject to other litigation, arbitration (including the current NAFTA arbitration matter involving recovery of amounts unduly paid as VAT in Mexico) or proceedings with other parties.

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.

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Disputes regarding our mining claims, concessions or surface rights to land in the vicinity of our mining projects could adversely impact operations.

The validity of mining or exploration claims, concessions or rights, which constitute most of our property holdings, is often uncertain and may be contested.

We have used commercially reasonable efforts, in accordance with industry standards, to investigate our title or claims to our various properties, however, no assurance can be given that applicable governments will not revoke or significantly alter the conditions of the applicable exploration and mining claims, concessions or rights or that such exploration and mining claims, concessions or rights will not be challenged by third parties.

The validity of exploration or mining claims, concessions or rights, which constitute most of our property holdings, is often uncertain and may be contested.

We have used commercially reasonable efforts, in accordance with industry standards, to investigate our title or claims to our various properties, however, no assurance can be given that applicable governments will not revoke or significantly alter the conditions of the applicable exploration or mining claims, concessions or rights or that such exploration or mining claims, concessions or rights will not be challenged by third parties.

Although we have attempted to acquire satisfactory title to undeveloped properties, in accordance with mining industry practice, we do not generally obtain title opinions until a decision is made to develop a property.

As a result, some titles, particularly titles to undeveloped properties may be defective.

Defective title to any of our exploration and mining claims, concessions or rights could result in litigation, insurance claims and potential losses affecting our business as a whole.

There may be challenges to the title of any of the claims comprising our projects that, if successful, could impair development and operations.

As a result, some titles may be defective, particularly titles to undeveloped properties.

Defective title to any of our exploration or mining claims, concessions or rights could result in litigation, insurance claims and potential losses affecting our business as a whole.

There may be challenges to the title of any of the claims, concessions or rights comprising our projects that, if successful, could impair development and operations.

A defect could result in us losing all or a portion of our right, title, estate and interest in and to the properties to which the title defect relates.

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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.

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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.

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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 2023, an inter-agency working group led by the U.S.

Interior Department recommended implementing a fee on certain domestic hardrock mineral production equivalent to 4-8% of net proceeds.

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.

It is difficult to predict whether proposed changes to tax laws in the jurisdictions where we operate will be passed and if passed, the impact of those changes on the Company.

It is difficult to predict whether proposed changes to tax laws in the jurisdictions where we

operate will be passed and if passed, the impact of those changes on the Company.

Any additional taxes imposed on us could adversely affect our financial condition.

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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.

In 2023, the Company completed two “at the market” offerings with an aggregate value of $150.0 million of its common stock, par value $0.01 per share, and sold a total of 54,561,436 shares of common stock at an average price of $2.75 per share.

The Company also agreed to exchange an aggregate $76.0 million principal amount of its 5.125% Senior Notes (the “Senior Notes”) for an aggregate 25.2 million shares of its common stock, par value $0.01 per share, pursuant to 12 privately-negotiated agreements in 2023, with such issuance of common stock made pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933, as amended.

In 2023, the Company also entered into subscription agreements with certain Canadian accredited investors for a private placement offering of an aggregate 5,276,154 share of common stock, par value $0.01 per shares, to be issued as “flow-through shares,” as defined in subsection 66(15) of the Income Tax Act (Canada) and granted an over-allotment option of up to 3,000,000 additional flow through shares, which was exercised in full.

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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Our ability to pay dividends will be subject to our future earnings, capital requirements and financial condition, as well as our compliance with covenants related to existing or future indebtedness and would only be declared in the discretion of our Board of Directors.

Unresolved Staff Comments

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