Coeur Mining, Inc. 10-Q

Item 1A. Risk Factors Item 1A -- Risk Factors of the 2023 10-K sets forth information relating to important risks and uncertainties that could materially adversely affect the Company’s business, financial condition or operating results. Those risk factors have been supplemented and updated in the Company’s Form 10-Q for the quarter ended March 31, 2024 (the “Q1 2024 10-Q”), in the Company’s Form 10-Q for the quarter ended June 30, 2024 (the “Q2 2024 10-Q”) and in this Form 10-Q. Except as supplemented and updated in the Q1 2024 10-Q, Q2 2024 10-Q and below, the risk factors set forth in the 2023 10-K remain current . Additional risks and uncertainties that the Company does not presently know or that it currently deems immaterial also may impair our business operations. Risks Relating to the Proposed Acquisition of SilverCrest Metals Inc. As disclosed in this Form 10-Q, including in Part 1, Item 1, Note 6 – Property, Plant and Equipment and Mining Properties, Net and Part I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Company entered into an definitive agreement (the “Arrangement Agreement”) on October 3, 2024 whereby, a wholly-owned subsidiary of Coeur will acquire all of the issued and outstanding shares of SilverCrest Metals Inc. (“SilverCrest”) pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the “Transaction”). There can be no assurance that the Transaction will be completed as expected, in a timely manner or at all. As described below, the Transaction could subject us to significant risks. The Transaction is subject to a number of conditions which may delay its consummation and could result in additional expenditures of money and resources or reduce the anticipated benefits, or result in termination of the Arrangement Agreement and Coeur having to pay a termination fee. The Transaction is conditional upon, among other closing conditions, approval of the plan of arrangement by a British Columbia court, approval by shareholders of both Coeur and SilverCrest, including by Coeur’s stockholders to amend Coeur’s certificate of incorporation to increase the authorized stock of the Coeur and to approve the issuance of Coeur common stock to be exchanged as consideration for SilverCrest’s outstanding stock, and approval of the listing of the Coeur common shares to be issued under the Transaction on the NYSE. Additionally, the Transaction is subject to applicable regulatory approvals, including approval by Mexico’s antitrust authority, the Federal Economic Competition Commission (“COFECE”). Many of the conditions to completion of the Transaction are not within our control and we cannot predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to the outside date set out in the Arrangement Agreement, it is possible that the Arrangement Agreement may be terminated. Although Coeur and SilverCrest have, subject to certain limitations, agreed to use reasonable best efforts to complete the Transaction promptly, these and other conditions may fail to be satisfied. In addition, completion of the Transaction may take longer and could cost more than we expect. The requirements for obtaining the required regulatory approvals and clearances could delay the completion of the Transaction for a significant period of time or prevent them from occurring. Any delay in completing the Transaction may adversely affect the benefits that Coeur expects to achieve if the Transaction and the integration of businesses were to be completed within the expected timeframe. Each of Coeur and SilverCrest have certain rights to terminate the Transaction in certain circumstances, including if any closing conditions are not satisfied prior to the outside date set out in the Arrangement Agreement. Although the Arrangement Agreement contains customary deal protection provisions, a change in recommendation by either Coeur’s Board of Directors, the SilverCrest Board of Directors, or both, including as the result of receiving a superior proposal as defined in the Arrangement Agreement, may result in the Transaction not being consummated. The Arrangement Agreement provides that, upon termination of the Arrangement Agreement under certain circumstances, Coeur would be required to pay SilverCrest a termination fee of $100 million and reimburse SilverCrest for expenses incurred in connection with the Transaction. Failure to complete the Transaction in a timely manner, or at all, and payment of relevant termination fees, if applicable, could negatively impact Coeur’s business and negatively impact the trading price of Coeur’s common stock. Coeur and SilverCrest may be the targets of legal claims, securities class actions, derivative lawsuits and other claims and negative publicity related to the Transaction. 47 Coeur and SilverCrest may be the target of lawsuits that could delay or prevent the Transaction from being consummated or result in significant additional costs. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into an agreement to acquire a public company or to be acquired. Third parties may also attempt to bring claims against Coeur or SilverCrest in an attempt to delay or block the consummation of the Transaction or to seek other remedy, including additional monetary compensation. Even if the lawsuits are unsuccessful or meritless, significant financial resources and attention from management can be required to defend against these claims and proceedings may result in a delay to closing the Transaction. Such proceedings, among other events, could also subject the Company to negative press coverage or public scrutiny that could impact the ability of Coeur and SilverCrest to consummate the Transaction, as well as negatively impacting the Company’s existing business performance and operations. Lawsuits that may be brought against Coeur, SilverCrest or their respective directors which could seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Arrangement Agreement already implemented and to otherwise enjoin the parties from consummating the Transaction. One of the conditions to the closing of the Transaction is that no law (including injunction or judgements) is in effect that makes the Transaction illegal or enjoins or prohibits Coeur or SilverCrest from consummating the Transaction. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Transaction, that injunction may delay or prevent the Transaction from being completed within the expected timeframe or at all, which may adversely affect Coeur’s and SilverCrest’s respective business, financial position, results of operations and cash flows. In addition, political and public attitudes towards the Transaction could result in negative press coverage and other adverse public statements affecting Coeur or SilverCrest. There is an increasing level of public concern relating to the perceived effect of mining activities on indigenous communities. Local communities and stakeholders could become dissatisfied with our activities or with change in personnel following the Transaction. Adverse press coverage and other adverse statements could lead to investigations by regulators, legislators and law enforcement officials or in legal claims or otherwise negatively impact the ability of the combined company to take advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on the combined company’s business, financial condition and results of operations. The issuance of a significant number of shares of Coeur common stock and a resulting "market overhang" could adversely affect the market price of our shares after completion of the Transaction. At consummation of the Transaction, Coeur will issue shares of its common stock as consideration for the exchange of SilverCrest’s outstanding shares. The increase to the number of outstanding shares of Coeur’s common stock may impact the marketplace’s view of Coeur’s common stock and may lead to adverse changes in the stock’s trading volume and trading price. Conversely, failure to consummate the Transaction may also result in changes to the marketplace’s perception of our business and future strategy that adversely impact our stock’s trading volume and trading price. Coeur is expected to incur significant transaction costs in connection with the Transaction, which may exceed those anticipated by Coeur. Coeur expects to continue to incur costs related to the Transaction, as well as additional integration costs if the Transaction is completed. Such fees and expenses include, but are not limited to, financial advisor fees, legal fees, tax and accounting fees, filing and regulatory fees, soliciting fees, and other advisory services fees. Certain of these fees will be incurred regardless of whether the Transaction is completed, while additional fees will be incurred after closing of the Transaction, including for the integration of SilverCrest into Coeur. The timing and amount of fees and expenses to be incurred for the Transaction and post-closing integration of the companies is difficult to predict and may vary significantly from our initial projections. The combined company may be unable to integrate the businesses of Coeur and SilverCrest successfully or realize the anticipated benefits of the Transaction. The Company has entered into the Arrangement Agreement with the expectation that the Transaction will result in certain benefits for the combined company. These anticipated benefits are dependent, in part, on the successful integration of SilverCrest into Coeur, which is a complex process that includes strategic decisions on, among other factors, business strategy, staffing, and system integration. Coeur will not have the ability to exercise control over SilverCrest or its operations until the Transaction is completed. SilverCrest’s business and results of operations may be adversely impacted by events that are outside of our control prior to the completion of the Transaction and may adversely impact integration efforts or the financial results of the combined company after the Transaction is completed. The combined company’s performance may be adversely impacted if post-closing integration efforts are not able to be achieved in a timely manner or if the efficiencies and benefits contemplated are not able to be realized. Additionally, management focus on integration matters could result in less attention on the Company’s existing operations that could impact the performance of the Company’s existing business. 48 SilverCrest’s public filings are subject to Canadian disclosure standards, which differ from SEC disclosure requirements. Coeur and SilverCrest report financial results and mineral reserve and mineral resource estimates under different reporting standards. Coeur prepares its financial statements in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”), while SilverCrest prepares its financial statements in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board (“IFRS Accounting Standards”). Coeur’s mineral reserve and mineral resource estimates have been prepared in accordance with Item 1300 of SEC Regulation S-K, while SilverCrest’s mineral reserve and mineral resource estimates have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). These varying standards embody different approaches and definitions that could require adjustments, reclassifications, or other different treatment as SilverCrest’s financial statements and mineral reserve and mineral resource estimates are conformed to the standards applicable to the Company, including U.S. GAAP and Item 1300 of SEC Regulation S-K. Furthermore, we have not been involved in the preparation of SilverCrest’s financial statements or its mineral reserve and mineral resource estimates. Although Coeur and its advisors have conducted due diligence on SilverCrest, there can be no guarantee that Coeur is aware of all relevant information, including all potential liabilities of SilverCrest. Consummation of the Transaction and integration of SilverCrest may pose special risks, including one-time write-offs and unanticipated costs. Mineral reserve and resource estimates may be subject to adjustments that differ from the Company’s current expectations and be impacted by a number of factors, including different engineering and geological interpretations and judgements and different pricing assumptions. As a result, it is possible that certain benefits expected from the combination of Coeur and SilverCrest may not be realized. The combined company will be an international company and will be exposed to political and social risks associated with its foreign operations. The Company’s operations in Mexico currently expose us to certain economic and operational risks as disclosed in Item 1A – Risk Factors of the 2023 10-K. However, upon consummation of the Transaction, the Company’s exposure to those risks will increase due to the addition of SilverCrest’s operation in Mexico. Increased exposure to currency exchange movements, local economic conditions, local security concerns, and social and political risks associated with foreign operations could result in significant negative impacts on the Company, including to its future results of operations. The trading price and volume of Coeur common stock may be volatile following the Transaction. The trading price and volume of Coeur common stock may be volatile following completion of the Transaction. The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock following combination of the companies. As a result, you may suffer a loss on your investment. Following the Transaction, many factors may impair the market for Coeur common stock and the ability of investors to sell shares at an attractive price and could also cause the market price and demand for Coeur common stock to fluctuate substantially, which may negatively affect the price and liquidity of Coeur common stock. Many of these factors and conditions are beyond the control of Coeur or its stockholders. The consummation of the Transaction may result in one or more ratings organizations taking actions which may adversely affect Coeur's business, financial condition and operating results, as well as the market price of our common stock. Rating organizations regularly analyze the financial performance and condition of companies and may reevaluate Coeur’s credit ratings following the consummation of the Transaction. Factors that may impact Coeur's credit ratings following consummation of the Transaction include debt levels, planned asset purchases or sales and near-term and long-term production growth, opportunities, liquidity, asset quality, cost structure, product mix and commodity pricing levels. If a ratings downgrade were to occur in connection with the Transaction, Coeur could experience higher borrowing costs in the future and more restrictive covenants which would reduce profitability and diminish operational flexibility. We cannot provide assurance that any of our current ratings will remain in effect following the consummation of the Transaction for any given period of time or that a rating will not be lowered by a rating agency if, in its judgment, circumstances so warrant. The market price of our common stock may decline if large amounts of our common stock are sold following the Transaction and may be affected by factors different from those that historically have affected or currently affect the market price of our common stock. The market price of our common stock may fluctuate significantly following completion of the Transaction and holders of our common stock could lose some or all of the value of their investment. If the Transaction is consummated, Coeur will issue shares of Coeur common stock to former SilverCrest shareholders. The Arrangement Agreement contains no restrictions on the ability of former SilverCrest shareholders to sell or otherwise dispose of such shares following completion of the Transaction. Former SilverCrest shareholders may decide not to hold the shares of Coeur common stock that they receive in 49 the Transaction, and Coeur’s historic stockholders may decide to reduce their investment in Coeur as a result of the changes to Coeur’s investment profile as a result of the Transaction. These sales of our common stock (or the perception that these sales may occur) could have the effect of depressing the market price for our common stock. In addition, Coeur’s financial position after completion of the Transaction may differ from its financial position before the completion of the Transaction, and the results of Coeur’s operations and cash flows after the completion of the Transaction may be affected by factors different from those currently affecting its financial position or results of operations and cash flows, all of which could adversely affect the market price of Coeur common stock. Accordingly, the market price and performance of Coeur common stock is likely to be different from the performance of Coeur common stock prior to the Transaction. Furthermore, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, Coeur common stock, regardless of our actual operating performance. The Las Chispas mine may become economically unfeasible. As a result of the Transaction, Coeur’s business will be expanded to include the Las Chispas mine at 84656 Arizpe, Sonora, Mexico. There are risks inherent in operating a precious metals mine. The commercial viability of the Las Chsiaps operation hinges on various elements, including mining and processing costs, deposit characteristics such as size, grade, and infrastructure accessibility, as well as the cyclical nature of metal prices and governmental regulations. Factors such as weather events, permit issues, infrastructure failures, and community-related concerns also pose threats to Las Chispas. While the precise impact of these factors is uncertain, their convergence could render the Las Chispas mine economically unfeasible, potentially leading to closure. The pendency of the Transaction may cause disruptions in our business, which could have an adverse effect on our business, financial condition or results of operations. Parties with which we and SilverCrest do business may experience uncertainty associated with the Transaction, including with respect to current or future business relationships with us, SilverCrest or the combined company. Our and SilverCrest’s relationships may be subject to disruption as customers, suppliers and other persons with whom we and SilverCrest have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us or SilverCrest, as applicable, or consider entering into business relationships with parties other than us or SilverCrest. In addition, our current and prospective associates may experience uncertainty about their future roles, which might adversely affect our ability to attract and retain key personnel and key management and other employees may be difficult to retain or may become distracted from day-to-day operations because matters related to the Transaction may require substantial commitments of their time and resources. These disruptions could have an adverse effect on the results of operations, cash flows and financial position of Coeur, SilverCrest or the combined company following the completion of the Transaction, including an adverse effect on our ability to realize the expected benefits of the Transaction. The risk, and adverse effect, of any disruption could be exacerbated by a delay in the completion of the Transaction or the termination of the Arrangement Agreement. Item 4. Mine Safety Disclosures Information pertaining to mine safety matters is reported in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act in Exhibit 95.1 attached to this Form 10-Q.