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Item 1A. Risk Factors

2025-02-19 compared with 2024-02-21 · 170 added, 114 removed, 306 unchanged (48% of the section changed)

The following discussion, together with the other information set forth in this report, presents what management currently believes could be material risk factors and uncertainties that could adversely affect our business, financial condition or operating results.

Other risks and uncertainties, including those not presently known to us or those that we do not believe are material currently may also affect our business and thus the following should not be considered a complete discussion of all risks and uncertainties that the Company may face.

RISKS RELATED TO OUR INDUSTRY

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

During the 12 months ended December 31, 2023, the high and low price for each commodity are set forth in the following table:

The high and low prices for each commodity during the 12 months ended December 31, 2024 are set forth in the following table:

Metal High Price for 2024 Date Low Price for 2024 Date

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 (per ounce) $2,778 October 30, 2024 $1,985 February 14, 2024

Silver (per ounce) $34.51 October 23, 2024 $22.09 February 14, 2024

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

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

In response to lower metal price and/or higher treatment and refining charge environments, we may have to revise our operating plans, including reducing operating costs and capital expenditures, terminating or suspending mining operations at one or more of our properties and discontinuing certain exploration and development plans.

These types of initiatives may not sufficiently offset reductions in revenues, and we may continue to incur losses associated with sustained lower metals prices.

In response to environments of lower metal prices and/or higher treatment and refining charges, we may have to revise our operating plans, including reducing operating costs and capital expenditures, terminating or suspending mining operations at one or more of our properties and discontinuing certain exploration and development plans.

These types of initiatives may not sufficiently offset reductions in revenues, and we may continue to incur losses associated with sustained lower metals prices and/or higher treatment and refining charges.

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.

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Volatility in metals prices may also impact the price of our outstanding securities.

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 5% between April 5, 2023 and April 14, 2023, and then decreased by 5% on April 19, 2023.

Speculation in the market may result in short term volatility in the prices of the metals we produce and 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 5% between May 23, 2024 and May 29, 2024, and then decreased by 6% on June 7, 2024.

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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The mineral reserve and mineral resource figures presented in our public filings are estimates made by our technical personnel and independent mining consultants with whom we contract.

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 estimates are a function of geological and engineering analyses that require us to make assumptions about production costs, recoveries and the

market prices of gold, silver, zinc and lead.

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.

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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 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.

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 being economic to mine 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.

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Any of these adjustments may adversely affect actual operating performance, production, financial condition, results of operations and cash flows.

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 and silver concentrate produced by our mines.

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

We rely on refiners and smelters to refine, process and, in some cases, purchase the gold and silver doré and 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.

We believe our current contractual arrangements are sufficient 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.

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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.

Any delay or loss of access to refiners or smelters may significantly impact our ability to sell doré and concentrate products and generate revenues.

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, 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.

Any delay or loss of access to refiners or smelters may significantly impact our ability to generate revenues by selling doré and concentrate products.

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 partial or total loss 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, that they would offer comparable terms, 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.

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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.

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.

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 acquisition of mining concessions from a subsidiary of Fresnillo plc that are located adjacent to the existing Palmarejo site and the recent acquisition of SilverCrest Metals Inc.

(“SilverCrest”), which operates the Las Chispas mine in Sonora, Mexico (the “SilverCrest Transaction”).

While initial development of our operating 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, 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 Rochester, we completed the POA 11 expansion, 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.

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.

We are completing 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, as well as construction, engineering and other services, at favorable prices and terms, and disputes with third-party providers of materials, equipment or services.

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

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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 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.

In addition, we have acquired mining properties such as the Silvertip exploration property and the recent acquisition of the Las Chispas mine.

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, integrate the operations of the Las Chispas mine 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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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 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, including the SilverCrest Transaction, 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 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.

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.

As a result of the recent SilverCrest Transaction, Coeur’s business has expanded to include the Las Chispas mine in Sonora, Mexico.

The commercial viability of the Las Chispas operation is dependent 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.

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 Lincoln Hill and Silvertip project acquisitions), resulting in dilution of our existing stockholders;

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

• 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 original mill at Silvertip;

• processing facilities may not operate as well as anticipated, and may require significant maintenance, downtime and capital investment, as was the case with 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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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, 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.

In connection with dispositions, the Company may provide representations, warranties and indemnities customary for such transactions, as was the case with the Company’s sale of its interest in the Crown, Sterling and La Preciosa projects.

There is 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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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 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.

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.

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

These projects can take several months or years to complete, are complex and require significant capital expenditures, as demonstrated by the recently completed POA 11 expansion at Rochester.

These projects are subject to significant risks described in this Item 1A, any of which may have a material negative impact on returns on invested capital, operating costs or cash flows.

Mineral exploration involves many risks and is frequently unproductive.

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The commercial viability of a mineral deposit, once developed, depends on a number of factors, including:

the particular attributes of the deposit, such as size, grade and proximity to infrastructure;

the particular attributes of the deposit, including size, grade and proximity to infrastructure;

government regulations, including taxes, royalties and land tenure;

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and issuance and maintenance of necessary permits.

Factors that affect adequacy of infrastructure include:

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.

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.

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

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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 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.

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, sanctions or tariffs, 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.

Additionally, recent economic tensions involving jurisdictions in which we operate or from which we source goods have resulted in proposals to implement or actual implementation of tariffs and other trade barriers that could result in disruptions to supply chains or lead to increased costs to obtain necessary supplies.

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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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.

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 our 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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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, 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.

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 or punitive 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 17 -- 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 a prior royalty agreement covering gold production at Palmarejo, 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.

In addition, recent amendments to mining, water and environmental laws in Mexico, and recent government actions under the prior Mexican administration 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 main operating permit at Palmarejo expires in October 2025.

We filed a routine application to extend the permit in the ordinary course, which the environmental authorities under the prior administration did not act upon, consistent with prior administration policy.

Since President Claudia Sheinbaum took office on October 1, 2024, we have seen indications of a return to normal processing of permits, and we are engaging with the government to gain approval for the extension of the permit, but there can be no assurance as to whether or when we will receive it.

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.

or foreign jurisdictions, as well as other actions taken in potential trade disputes, which could have a material adverse effect on our business, financial condition, or future prospects.

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.

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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, greater risks to our personnel, and greater risks to the supply of goods and services to our operations and our 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 property, greater risks to the transport of materials to refineries, and greater risks to the supply of services and goods to our operations, including specialized equipment.

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.

Furthermore, with the completion of the SilverCrest Transaction, the Company’s exposure to such risks is expected to increase due to the addition of the Las Chispas operation in Mexico.

In addition, acts of civil disobedience are not uncommon in certain 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.

Such acts of civil disobedience often occur without 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 doré, gold doré, gold concentrate, and silver concentrate in U.S.

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

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

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Our ongoing and future success depends on developing and maintaining productive relationships with the communities surrounding our operations, including indigenous peoples who may have rights or may assert rights to certain of our properties, and other stakeholders in our operating locations.

We believe our operations can provide valuable benefits to surrounding communities, in terms of direct employment, training and skills development and other benefits associated with ongoing payment of taxes.

We believe our operations can provide valuable benefits to surrounding communities, including through direct employment, training and skills development and other benefits associated with ongoing payment of taxes.

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.

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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.

Notwithstanding our ongoing efforts, local communities and stakeholders could 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.

Any such occurrences could materially and adversely affect our financial condition, results of operations and cash flows.

Our mining assets are subject to geotechnical and hydrological risks, and a related incident could materially and adversely impact our production, profitability and financial condition and the value of our common stock.

In addition, the growing use of social media to generate, publish and discuss community news and issues and to connect with others has made it significantly easier, among other things, for individuals and groups to share their opinions of our business and our activities, whether true or not.

We do not have direct control over how we are perceived by others and any resulting loss of reputation could have a material adverse effect on our business, financial position and results of operations.

Our mining assets are subject to geotechnical and hydrological risks which could impact the structural integrity of our mines, stockpiles, leach pads and tailings storage facilities.

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Geotechnical and hydrological instabilities can be difficult to predict and are often affected by risks and hazards outside of our control, such as severe weather and considerable rainfall, which may lead to periodic floods, mudslides, wall instability and seismic activity, which may result in slippage of material.

The occurrence of significant leach pad failures at third-party sites in recent years may result in the introduction of additional laws and regulations, which could result in additional operational and compliance costs for our sites.

Some of these risks may be heightened further by the remote location of our operations.

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 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.

In response to several recent tailings dam failures at third-party 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.

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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.

Geotechnical or hydrological failures could result in limited or restricted access to mine sites, suspension of operations, government investigations, lawsuits filed by parties who suffer injuries or property damage from such events, increased monitoring costs, remediation costs, loss of mineral reserves and resources and other impacts, which could have a material adverse effect on our results of operations and financial position as well as the value of our common stock.

Geotechnical or hydrological failures could result in limited or restricted access to mine sites, suspension of operations, government investigations, fines and penalties, lawsuits filed by parties who suffer injuries or property damage from such events, increased monitoring costs, remediation costs, loss of mineral reserves and resources and other impacts, which could have a material adverse effect on our results of operations and financial position as well as the value of our common stock.

Our estimates of future production, costs, expenditures and financial results are imprecise, depend upon subjective factors, may not be realized in actual production and such estimates speak only as of their respective dates.

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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.

Estimates and projections are made by our management and technical personnel and are qualified by, and subject to the assumptions contained or referenced 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 dorés 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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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, 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.

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

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

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 our existing operations, such as the Rochester expansion, as well as provide greater certainty in our planning and budgeting process.

As of December 31, 2024, no forward contracts remained outstanding but the Company did acquire existing zero cost collar hedges for 1,600 ounces of gold and 200,000 ounces of silver on February 14, 2025 as part of its acquisition of SilverCrest.

These hedges settle monthly through March, 2025.

See Note 13 — Derivative Financial Instruments & Hedging Activities in the notes to the Consolidated Financial Statements.

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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 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.

On February 20, 2024, the closing price of gold and silver was $2,029 and $23.06 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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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.

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, other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information, and 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, operational technology and network disruptions.

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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 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.

ESG factors, including climate-related initiatives such as GHG emissions targets and climate risk management, are a metric used by many 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, and have adopted specific, objective goals such as continuing to improve our industry-leading safety record, reducing the net intensity of our GHG emissions across the Company, advancing our commitment to an inclusive culture to attract and retain the workforce we need today and in the future, strengthening community relations and protecting 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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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.

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.

If a significant portion of our workforce becomes unable

to work or travel to our operations due to illness or 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.

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, 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.

Public health threats and related government restrictions, including potential closure of national borders, may disrupt the supply of raw goods, equipment, supplies and services upon which our operations rely.

To the extent any pandemic or other public health threat adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this Item 1A, such as those relating to our operations and indebtedness and financing.

Because of the highly uncertain and dynamic nature of events pandemics and other public health threats, it is not possible to estimate the full potential impact on our business.

However, these effects could have a material impact on our business and results of operations or financial condition.

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

We may experience labor disputes, work stoppages or other disruptions in production that could adversely affect our business and results of operations.

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We compete with other mining companies to attract and retain key executives, skilled labor, contractors and other employees.

We may be unable to continue to attract and retain skilled and experienced employees, which could have an adverse effect on our competitive position or adversely impact our results of operations or financial condition.

We may be unable to continue to attract and retain skilled and experienced employees and contractors, which could have an adverse effect on our competitive position or adversely impact our results of operations or financial condition.

Continuation of our mining operations is dependent on the availability of sufficient and affordable water supplies.

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Water shortages may also result from weather or environmental and climate impacts outside of our control.

Shortages in water supply could result in production and processing interruptions.

Shortages in water supply could result in interruptions to production and processing activities.

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 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.

Laws and regulations may be introduced in the 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.

We have accrued deferred tax assets in various jurisdictions from past operating losses, however, we may not be able to utilize part or all of these assets in the future.

We have accrued deferred tax assets in various jurisdictions from past operating losses, but may not be able to utilize part or all of these assets in the future.

We recognize the expected future tax benefit from these assets only if it is considered more likely than not that the tax benefit will be realized.

Otherwise, a valuation allowance is applied against deferred tax assets that are not more likely than not to be utilized.

Assessing the recoverability of deferred tax assets requires management to make significant estimates related to expectations of future taxable income, including application of existing tax laws in each jurisdiction, assumptions about future metals prices, the macroeconomic environment and results of our operations.

Assessing the recoverability of deferred tax assets requires management to make

significant estimates related to expectations of future taxable income, including application of existing tax laws in each jurisdiction, assumptions about future metals prices, the macroeconomic environment and results of our operations.

To the extent that future cash flows and taxable income differ significantly from estimates, our ability to realize deferred tax assets could be impacted.

Additionally, future changes in tax laws could limit our ability to obtain the future benefits represented by our deferred tax assets and annual limitations may impact the timeframe over which the net operating loss carryforwards can be used, potentially impacting cash tax liabilities in a future period.

Additionally, future changes in tax laws or changed interpretations or applications of relevant laws by government agencies – even if contrary to existing legal precedent or punitive in nature – could limit our ability to realize the future benefits represented by our deferred tax assets and annual limitations may impact the timeframe over which the net operating loss carryforwards can be used, potentially impacting cash tax liabilities in a future period.

RISKS RELATED TO INDEBTEDNESS AND FINANCING

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

The agreements governing our outstanding indebtedness restrict our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due.

The agreements governing our outstanding indebtedness restrict our ability to dispose of certain assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due.

We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

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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 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.

For example, rating agencies may reevaluate Coeur’s credit ratings following the consummation of the SilverCrest Transaction.

Factors that may impact Coeur's credit ratings following consummation of the SilverCrest 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.

Likewise, 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, may 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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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.

Similar inspections are conducted in British Columbia, Canada, at the Silvertip exploration property by the British Columbia Ministry of Mining and Critical Minerals and in Mexico at the Palmarejo complex and Las Chispas mine by the Mexican Secretaria del Trabajo y Prevision Social (Secretary of Labor and Social Safety).

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.

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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 previously owned.

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 on properties that we currently or previously owned.

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

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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.

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 facility capable for long-term mercury management designated by the U.S.

Department of Energy (“DOE”).

Department of Energy (“DOE”) for long-term mercury management.

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.

The outcome could result in material cost being incurred to ship and store mercury from our Rochester operation.

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

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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.

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.

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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 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 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.

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 have a material adverse effect on our revenues and future growth.

For example, as noted above, we are working through a prolonged delay in the routine renewal of our main operating permit at Palmarejo,

which expires in October 2025.

As has been publicized in media coverage, we understand that other mining projects in Mexico have also experienced extended permitting delays or, in certain circumstances, denials of permits, due to anti-mining policies of the prior Mexican administration which just ended on October 1, 2024.

Our early engagements with the new Mexican administration indicate normal processing of permits may be resuming, but there can be no assurance as to when or whether the Palmarejo permit extension will be granted.

Any delay in obtaining a permit may require us to revise mine plans or curtail expected production, which could have a material adverse effect on 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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These third-party actions can materially increase the costs and cause delays in the permitting process and could cause us to not proceed with the development or expansion of a mine.

In addition, our ability to successfully obtain key permits and approvals to explore for, develop, operate and expand mines and to conduct our operations will likely depend on our ability to develop, operate, expand and close mines in a manner that is consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law.

In addition, our ability to successfully obtain key permits and approvals to explore for minerals and to develop, operate and expand mines, as well as to conduct our operations, will likely depend on our ability to develop, operate, expand and close mines in a manner that is consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law.

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.

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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.

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.

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.

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.

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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.

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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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.

The Administration has previously proposed an increase in the U.S.

corporate income tax rate from 21% to 28%, doubling the rate of tax on certain earnings of foreign subsidiaries, a 15% minimum tax on worldwide book income, and other various tax law changes.

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 or remedy the impacts of COVID-19 or other pandemics or public health threats.

Changes in fiscal and tax policies, including new tax legislation and reform to existing policy, may have a significant negative impact on the Company’s effective tax rate.

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

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.

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

For example, in Nevada, where the Rochester mine is located, in response to a significant loss of tourism and gaming revenue as a result of the COVID-19 pandemic, in June 2021, the Governor signed into law a new excise tax on gross proceeds derived from mining gold and silver.

In late 2024, Mexico raised taxes (which are labeled as fees) on EBITDA and revenues from gold and silver.

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

Any additional taxes imposed on us would adversely affect our financial condition, perhaps materially.

RISKS RELATED TO OUR COMMON STOCK

We have the ability to issue additional equity securities, including in connection with an acquisition of other companies, which would lead to dilution of our issued and outstanding common stock and may materially and adversely affect the price of our common stock.

We have the ability to issue additional equity securities, including in connection with an acquisition of other companies, including the SilverCrest Transaction, which would lead to dilution of our issued and outstanding common stock and may materially and adversely affect the price of our common stock.

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 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.

For example, in our recent acquisition of SilverCrest we issued 1.6022 shares of Coeur common stock in exchange for each share of issued and outstanding common stock of SilverCrest, resulting in the issuance of 239,331,799 Coeur common 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.

Additionally, former SilverCrest shareholders who received Coeur common stock in the SilverCrest Transaction may choose to sell or otherwise dispose of such shares, or Coeur’s historic stockholders may decide to reduce their investment in Coeur as a result of the SilverCrest Transaction’s impact to Coeur’s overall investment profile.

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 with the completion of the SilverCrest Transaction may differ from its financial position before the completion of the SilverCrest Transaction, and the results of Coeur’s operations and cash flows following the completion of the SilverCrest Transaction may be affected by factors different from those affecting its financial position or results of operations and cash flows prior to the SilverCrest Transaction, all of which could adversely affect the market price of Coeur common stock.

Accordingly, the market price and performance of Coeur common stock subsequent to the acquisition is likely to be different from the performance of Coeur common stock prior to the SilverCrest Transaction.

Other issuances of Coeur common stock may also adversely affect the price of our common stock.

In 2024, the Company completed the exchange of $5.9 million principal amount of its 5.125% Senior Notes (the “Senior Notes”) plus accrued interest for 1.8 million shares of its common stock, par value $0.01 per share, pursuant to a privately-negotiated agreement 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 2024, the Company also entered into subscription agreements with

certain Canadian accredited investors for a private placement offering of an aggregate 7.7 million shares 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).

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.

RISKS RELATED TO THE RECENT ACQUISITION OF SILVERCREST METALS INC.

As disclosed in this Form 10-K, including in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Company recently completed the SilverCrest Transaction.

As described in this Section and below, the SilverCrest Transaction could subject us to significant risks.

Coeur and SilverCrest may be the targets of legal claims, securities class actions, derivative lawsuits and other claims and negative publicity related to the SilverCrest Transaction.

Coeur and SilverCrest may be the target of lawsuits that could result in significant additional costs related to the SilverCrest Transaction.

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 and may seek 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 significant additional costs or challenges.

Such proceedings, among other events, could also subject the Company to negative press coverage or public scrutiny that could impact the Company’s existing business performance and operations and its integration of the Las Chispas operation.

Coeur is expected to incur significant transaction costs in connection with the SilverCrest Transaction, which may exceed those anticipated by Coeur.

Coeur has incurred and expects to continue incurring costs related to the SilverCrest Transaction, including integration costs.

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 after closing of the SilverCrest Transaction, including for the integration of SilverCrest into Coeur.

The timing and amount of fees and expenses incurred for the SilverCrest 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 SilverCrest Transaction.

The Company completed the SilverCrest Transaction with the expectation that it 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 did not have the ability to exercise control over SilverCrest before the completion of the SilverCrest Transaction and future operating and financial results for the Las Chispas mine may be adversely impacted by events that were outside of our control prior to the completion of the SilverCrest Transaction.

Performance may also 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 other operations, which could impact the overall performance of the Company.

Parties with which we and SilverCrest conducted business prior to the closing of the SilverCrest Transaction may be subject to disruption as a result of the SilverCrest Transaction.

Customers, suppliers and other persons with whom we and

SilverCrest conducted business before consummation of the SilverCrest Transaction may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us.

In addition, our employees and contractors may experience uncertainty about their respective roles with Coeur, which might adversely affect our ability to attract and retain key personnel.

Key management and other employees may also be difficult to retain or may become distracted from day-to-day operations because matters related to integration of the Las Chispas operation 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, including an adverse effect on our ability to realize the expected benefits of the SilverCrest Transaction.

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 prior to completion of the SilverCrest Transaction.

Although Coeur and its advisors conducted due diligence on SilverCrest, there can be no guarantee that Coeur is aware of all relevant information, including all potential liabilities of SilverCrest.

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.

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