What changed in this filing

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Item 1A. Risk Factors

2026-02-18 compared with 2025-02-19 · 143 added, 105 removed, 371 unchanged (40% of the section changed)

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Metal High Price for 2025 Date Low Price for 2025 Date

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 (per ounce) $4,449 December 23, 2025 $2,633 January 6, 2025

Silver (per ounce) $74.84 December 30, 2025 $29.41 January 2, 2025

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

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

Additionally, with the upcoming acquisition of New Gold, our results of operations and cash flows will fluctuate as the prices of copper changes.

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

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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.

For example, the price of silver increased 11% between October 3, 2025 and October 16, 2025, and then decreased by 9% on October 29, 2025.

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 the

market prices of gold, silver, zinc and lead.

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

For example, a fire recently occurred in the Wharf mine crushing facility, which disabled the facility and necessitated the use of temporary crushers pending repairs.

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

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

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

There is no guarantee that we will receive insurance proceeds with respect to a particular event or loss, such as the claims we plan to submit related to the Wharf fire incident.

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

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

Because mines have limited lives based on proven and probable mineral reserves, our ability to achieve significant additional growth in revenues and cash flows will depend upon 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”).

(“SilverCrest”) in February 2025, which operates the Las Chispas mine in Sonora, Mexico (the “SilverCrest Transaction”) and the expected integration of two Canadian mines, New Afton and Rainy River, as part of Coeur’s upcoming acquisition of New Gold.

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 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 completing a multi-year exploration and underground mine development program to extend the mine life.

At Rochester, we completed the POA 11 expansion in 2024, 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 in 2022 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 recently completed a multi-year exploration and underground mine development program to extend Kensington’s 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.

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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 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.

In addition, we have acquired mining properties such as the Silvertip exploration property and the Las Chispas mine and expect to add the New Afton and Rainy River mines as part of the New Gold Transaction.

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 New Afton and Rainy River mines following the contemplated New Gold Transaction 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, including the SilverCrest Transaction, 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 and the anticipated New Gold 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 a result of the recent SilverCrest Transaction, Coeur’s business has expanded to include the Las Chispas mine in Sonora, Mexico.

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 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.

While the precise impact of these factors is uncertain, their convergence may render the Las Chispas mine economically unfeasible, potentially leading to closure.

Further, with the completion of the New Gold Transaction, Coeur’s presence in Canada is expected to grow with the two Canadian operations of the New Afton gold-copper mine and Rainy River gold mine.

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

• a significant change in macroeconomic conditions, including commodity prices, treatment and refining charges or stock prices after we have committed to complete the transaction and established the purchase price or exchange ratio;

• 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 acquisition of the Lincoln Hill and Silvertip projects and the SilverCrest Transaction), resulting in dilution of our existing stockholders;

• additional debt incurred or issued to fund some or all of acquisition consideration, resulting in increased interest expense and other borrowing costs;

• issuance of equity securities as acquisition consideration (which occurred in the SilverCrest Transaction and is expected to occur in the New Gold Transaction), resulting in ownership dilution of our existing stockholders;

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

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

We cannot predict the impact of future acquisitions on the price of our common stock or assure that we will be able to obtain necessary acquisition or development financing on acceptable terms or at all.

We cannot predict the impact of future acquisitions on the price of our common stock or ensure that we will be able to obtain necessary acquisition or development financing on acceptable terms or at all.

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.

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.

In connection with dispositions, the Company may provide representations, warranties and indemnities customary for such transactions.

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.

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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 planned POA 1 mine life extension at Kensington and future development of the Silvertip exploration project.

Our plans include several significant projects to construct or upgrade mining and processing facilities at our existing mining operations or exploration properties, as well as the anticipated integration of the New Afton and Rainy River mines following the completion of the New Gold Transaction.

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.

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

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

The commercial viability of a mineral deposit, once developed, depends on a

number of factors, including:

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

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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.

Recently, the continued Russian invasion of Ukraine and the conflict in the Middle East 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 proposed 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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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.

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 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 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.

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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.

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.

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

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.

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 and information about our business and 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.

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Waste rock in the form of tailings generated as a by-product of processed ore is produced at the Kensington and Palmarejo mines.

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

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.

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

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

In response to several recent tailings facility 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 facilities and operational practices to characterize our risk profile.

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

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

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

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

The failure of a tailings 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, 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.

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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

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 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.

The Company acquired existing zero cost collar hedges for 1,600 ounces of gold and 200,000 ounces of silver on February 14, 2025 as part of the SilverCrest Transaction.

These hedges settled monthly through March 2025.

As of December 31, 2025, no forward contracts remained outstanding.

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

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

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

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

We are dependent upon information technology and operational technology, including technology that incorporates artificial intelligence (“AI”), which are subject to cybersecurity incidents, disruption, damage, failure and other risks associated with implementation and integration.

The information technology and operational technology used in our business and operations are subject to disruption, damage or failure from a variety of sources, including, without limitation, malicious AI usage or misuse of AI, 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, 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.

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

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

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

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

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

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

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

ESG factors, including climate-related initiatives such as GHG emissions targets and climate risk management, are 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.

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

Environmental sustainability factors, including water stewardship, biodiversity and 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 this area and continued to advance our sustainability 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 third-party analysts or institutional or other investors.

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

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

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.

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.

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

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

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

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

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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.

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

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 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.

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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.

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.

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

Factors that may impact Coeur's credit ratings with the consummation of the New Gold 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.

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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 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).

Similar inspections are conducted at the Silvertip exploration property in British Columbia, Canada by the British Columbia Ministry of Mining and Critical Minerals, 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 on properties that we currently or previously owned.

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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and are regulated under the Environmental Management Act in British Columbia (Canada) and the GLEBPE and the regulations under GLEBPE related to prevention and control of the pollution of the atmosphere in Mexico.

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

In addition, there are numerous legislative and regulatory initiatives related to climate change, reductions in GHG 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.

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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 expanding the current tailings impoundment facility.

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

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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.

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

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

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

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

Obtaining the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and often involving public hearings and costly undertakings.

Obtaining the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and often involving public

hearings and costly undertakings.

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.

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

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

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

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

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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.

In Mexico, while mineral rights are administered by the federal government through federally issued mining concessions, federally recognized agrarian communities called ejidos control surface or surface access rights to the land.

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

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

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

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

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

We are subject to tax laws in the United States, Mexico, Canada and other foreign jurisdictions.

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.

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RISKS RELATED TO 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.

We have the ability to issue additional equity securities, including in connection with an acquisition of other companies, including the anticipated New Gold 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.

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.

For example, in our 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.

Similarly, as part of the New Gold Transaction, we expect to issue 0.4959 shares of Coeur common stock in exchange for each share of issued and outstanding common stock of New Gold, resulting in the expected issuance of approximately 392,610,973 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.

Additionally, former SilverCrest shareholders who received Coeur common stock in the SilverCrest Transaction and New Gold shareholders who may receive Coeur common stock in the contemplated New Gold 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 and New Gold Transactions’ 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.

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

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).

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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We have not historically declared cash dividends on our common stock.

Holders of our common stock are entitled to receive only such dividends as our Board of Directors may declare out of funds legally available for such payments.

Holders of our common stock are entitled to receive only such dividends as our Board may declare out of funds legally available for such payments.

We are incorporated in Delaware and governed by the Delaware General Corporation Law.

Delaware law allows a corporation to pay dividends only out of surplus, as determined under Delaware law or, if there is no surplus, out of net profits for the fiscal year in which the dividend was declared and for the preceding fiscal year.

Delaware law allows a corporation to pay dividends only

out of surplus, as determined under Delaware law or, if there is no surplus, out of net profits for the fiscal year in which the dividend was declared and for the preceding fiscal year.

Under Delaware law, however, we cannot pay dividends out of net profits if, after we pay the dividend, our capital would be less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.

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.

RISKS RELATED TO THE 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 completed the SilverCrest Transaction in February 2025.

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

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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.

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As a result, it is possible that certain benefits expected from the combination of Coeur and SilverCrest may not be realized.

RISKS RELATED TO THE ANTICIPATED ACQUISITION OF NEW GOLD 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 has entered into an definitive agreement (the “Arrangement Agreement”) whereby, a wholly-owned subsidiary of Coeur intends to acquire all of the issued and outstanding shares of New Gold Inc.

(“New Gold”) pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the “New Gold Transaction”).

As described below, the New Gold Transaction could subject us to significant risks.

The New Gold Transaction is subject to a number of conditions which may not be satisfied or waived, 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 New Gold Transaction is conditional upon, among other closing conditions, approval by the Canadian government under the Investment Canada Act.

This and other conditions to completion of the New Gold Transaction are not within our control and we cannot be certain 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 New Gold have, subject to certain limitations, agreed to use reasonable best efforts to complete the New Gold Transaction promptly, these and other conditions may fail to be satisfied.

In addition, completion of the New Gold 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 New Gold Transaction for a significant period of time or prevent them from occurring.

Any delay in completing the New Gold Transaction may adversely affect the benefits that Coeur expects to achieve if the New Gold Transaction and the integration of businesses were to be completed within the expected timeframe.

Each of Coeur and New Gold has certain rights to terminate the New Gold 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 New Gold Board of Directors, or both, including as the result of receiving a superior proposal as defined in the Arrangement Agreement, may result in the New Gold Transaction not being consummated.

The Arrangement Agreement provides that, upon termination of the Arrangement Agreement under certain circumstances, Coeur would be required to pay New Gold a termination fee of $413 million and reimburse New Gold for expenses incurred in connection with the New Gold Transaction.

Failure to complete the New Gold 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 New Gold may be the targets of legal claims, securities class actions, derivative lawsuits and other claims and negative publicity related to the New Gold Transaction.

Coeur and New Gold may be the target of lawsuits that could delay or prevent the New Gold 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 New Gold in an attempt to delay or block the consummation of the New Gold Transaction or to seek other remedies, 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 New Gold 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 New Gold to consummate the New Gold Transaction, as well as negatively impacting the Company’s existing business performance and operations.

Lawsuits that may be brought against Coeur, New Gold 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 New Gold Transaction is that no law (including injunction or judgments) is in effect that makes the New Gold Transaction illegal or enjoins or prohibits Coeur or New Gold from consummating the New Gold Transaction.

Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the New Gold Transaction, that injunction may delay or prevent the New Gold Transaction from being completed within the expected timeframe or at all, which may adversely affect Coeur’s and New Gold respective business, financial position, results of operations and cash flows.

In addition, political and public attitudes towards the New Gold Transaction may result in negative press coverage and other adverse public statements affecting Coeur or New Gold.

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.

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

Coeur expects to continue to incur costs related to the New Gold Transaction, as well as additional integration costs if the New Gold 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 New Gold Transaction is completed, while additional fees will be incurred after closing of the New Gold Transaction, including for the integration of New Gold into Coeur.

The timing and amount of fees and expenses to be incurred for the New Gold 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 New Gold successfully or realize the anticipated benefits of the New Gold Transaction.

The Company has entered into the Arrangement Agreement with the expectation that the New Gold Transaction will result in certain benefits for the combined company.

These anticipated benefits are dependent, in part, on the successful integration of New Gold 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 New Gold or its operations until the New Gold Transaction is completed.

New Gold’s business and results of operations may be adversely impacted by events that are outside of our control prior to the completion of the New Gold Transaction and may adversely impact integration efforts or the financial results of the combined company after the New Gold 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.

New Gold’s public filings are subject to Canadian disclosure standards, which differ from SEC disclosure requirements.

Coeur and New Gold report financial results and mineral reserve and mineral resource estimates under different reporting standards.

Coeur prepares its financial statements in accordance with U.S.

GAAP, while New Gold prepares its financial statements in accordance with 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 New Gold’s mineral reserve and mineral resource estimates have been prepared in accordance with NI 43-101.

These varying standards embody different approaches and definitions that could require adjustments, reclassifications, or other different treatment as New Gold’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.

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

Consummation of the New Gold Transaction and integration of New Gold 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 New Gold may not be realized.

The pendency of the New Gold 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 New Gold do business may experience uncertainty associated with the New Gold Transaction, including with respect to current or future business relationships with us, New Gold or the combined company.

Our and New Gold’s relationships may be subject to disruption as customers, suppliers and other persons with whom we and New Gold 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 New Gold, as applicable, or consider entering into business relationships with parties other than us or New Gold.

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 New Gold 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, New Gold or the combined company following the completion of the New Gold Transaction, including an adverse effect on our ability to realize the expected benefits of the New Gold Transaction.

The risk, and adverse effect, of any disruption could be exacerbated by a delay in the completion of the New Gold Transaction or the termination of the Arrangement Agreement.

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