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Item 1A. Risk Factors

2026-05-06 compared with 2025-10-29 · 234 added, 4 removed, 2 unchanged (99% of the section changed)

Item 1A -- Risk Factors of the 2024 10-K sets forth information relating to important risks and uncertainties that could materially adversely affect the Company’s business, financial condition or operating results.

Those risk factors have been supplemented and updated in the Company’s Form 10-Q for the quarter ended March 31, 2025 (the “Q1 2025 10-Q”) and in the Company’s Form 10-Q for the quarter ended June 30, 2025 (the “Q2 2025 10-Q”).

Except as supplemented and updated in the Q1 2025 10-Q and Q2 2025 10-Q, the risk factors set forth in the 2024 10-K remain current.

Additional risks and uncertainties that the Company does not presently know about or that it currently deems immaterial also may impair our business operations.

Item 1A – Risk factors of the 2025 10-K sets forth information relating to important risks and uncertainties that could materially adversely affect the Company’s business, financial conditions or operating results.

Those risk factors have been supplemented and updated in this Form 10-Q.

Except as supplemented and updated below, the risk factors set forth in the most recent Form 10-K remain current.

Additional risks and uncertainties that the Company does not presently know or that it currently deems immaterial also may impair our business operations.

RISKS RELATED TO OUR INDUSTRY

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

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

The high and low prices for each commodity during the 12 months ended December 31, 2025 are set forth in the following table:

Metal High Price for 2025 Date Low Price for 2025 Date

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

Copper (per pound) $5.68 December 30, 2025 $3.87 April 9, 2025

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

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

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

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

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

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

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.

Prices for these input commodities are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources, inflation, currency fluctuations, consumer or industrial demand and other factors.

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

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

The estimation of mineral reserves and mineral resources is imprecise and depends upon subjective factors.

Estimated mineral reserves and mineral resources may not be realized in actual production.

Our results of operations and financial position may be adversely affected by inaccurate estimates.

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, copper, 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.

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

Assumptions about gold, silver, copper, zinc, and

lead market prices are subject to great uncertainty as those prices fluctuate widely.

Declines in the market prices of gold, silver, copper, 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 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 streams at Palmarejo and Rainy River.

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

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

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

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

RISKS RELATED TO OUR OPERATIONS

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, the acquisition of SilverCrest Metals Inc.

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

While initial development of our operating mines has been substantially completed, development work continues to expand these mines while leveraging existing infrastructure.

For example, with the completion of the New Gold Transaction, work continues to progress New Afton’s K-Zone, where a maiden resource was recently declared.

Likewise, work at Rainy River continues to ramp up underground mining activities and supplement existing open pit operations.

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 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.

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

inability to negotiate contracts with favorable pricing and terms;

delays in performance of the services;

failure of a contractor to comply with applicable laws and regulations;

termination of a contract by a contractor before completion of the services;

failure by a contractor to obtain necessary equipment or materials;

mismanagement by a contractor of its workforce;

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

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

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

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

Further, 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, or acquire additional mining properties on favorable economic terms or at all.

Moreover, as a result of the Mineral Claim Consultation Framework in British Columbia, staking and registering additional mineral claims in British Columbia may become more difficult and there is the risk that claims may not be granted or may be subject to additional requirements, which

could adversely affect the Company’s ability to acquire and maintain mineral tenure, advance exploration programs and plan or finance development activities in British Columbia.

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

Any transactions that we contemplate or pursue would involve risks and uncertainties and would be subject to competition from other mining companies.

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

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

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

There can be no assurance that the anticipated benefits of past acquisitions, including the SilverCrest Transaction and the recently completed 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 SilverCrest Transaction, Coeur’s business 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 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 has grown with the two Canadian operations of the New Afton gold-copper mine and Rainy River gold mine.

Integration of New Gold and these operations is a complex process that includes strategic decisions on, among other factors, business strategy, staffing and system integration.

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.

Further, the commercial viability of each operation depends on several factors, including but not limited to, metal prices, operating costs, the accuracy of mineral reserve and mineral resource estimates, the ability to achieve and maintain production rates and governmental regulations.

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, resulting in increased interest expense and other borrowing costs;

• issuance of equity securities as acquisition consideration (which occurred in the SilverCrest Transaction and the New Gold Transaction), resulting in ownership 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, 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;

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

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

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.

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.

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

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 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 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 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 gold doré, gold concentrate, silver doré, silver concentrate and copper concentrate, in U.S.

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

Currency exchange movements could also adversely affect our results of operations.

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, as well as the value of our common stock.

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.

No assurances can be given that unanticipated adverse geotechnical and hydrological conditions, such as landslides, pit wall failures, underground cave-ins, fracturing, convergence, subsidence or tailings dam instability will not occur in the future or that such events will be detected in advance.

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, New Afton, Palmarejo and Rainy River mines.

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 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.

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.

We have in the past, and may in the future, provide estimates and projections of our future production, costs, expenditures and financial results.

Any such information is forward-looking.

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 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, and copper, 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.

Actual results and experience may differ materially from these assumptions.

Any production, cost, expenditure or financial results estimates speak only as of the date on which they are made, and we disclaim any intent or obligation to update such estimates, whether as a result of new information, future events or otherwise.

Accordingly, these forward-looking statements should be considered in the context in which they are made, and undue reliance should not be placed on them.

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

We have in the past, and may in the future, enter into price risk management contracts to protect against fluctuations in the price of gold, and silver, and copper, 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 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.

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.

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

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

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

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

RISKS RELATED TO APPLICABLE LAWS AND REGULATIONS

We are subject to significant governmental regulations, including the U.S.

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

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

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

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

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

Mine Safety and Health Administration (“MSHA”).

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

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

Similar inspections are conducted at the Silvertip exploration property and New Afton Mine in British Columbia, Canada by the British Columbia Ministry of Mining

and Critical Minerals, in Ontario at the Rainy River Mine by the Ministry of Labour, Immigration, Training and Skills Development and Ministry of Mines, 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.

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

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

Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.

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

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

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

Any failure to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending completion of the required remedy.

The environmental standards that ultimately may be imposed at a mine site affect the cost of remediation and could exceed the financial accruals that we have made for such remediation.

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.

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

Substantial costs and liabilities, including for restoring the environment after the closure of mines, are inherent in our operations.

We cannot assure that any such law, regulation, enforcement or private claim would not have a material adverse effect on our financial condition, results of operations or cash flows.

Some of the mining waste from our U.S.

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

If the EPA were to repeal this exemption and designate these mining wastes as hazardous under RCRA, we would be required to 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 designated by the U.S.

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 mercury from our Rochester operation.

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

mining facility, that facility could be designated as a “Superfund” site under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”).

Under CERCLA, any present owner or operator of a Superfund site or the owner or operator at the time of contamination may be held jointly and severally liable regardless of fault and may be forced to undertake extensive remedial cleanup action or to pay for the cleanup efforts.

The owner or operator also may be liable to federal, state and tribal/indigenous governmental entities for the cost of damages to natural resources, which could be substantial.

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

Airborne emissions are subject to controls under air pollution statutes implementing the Clean Air Act in the U.S.

and are regulated under the Environmental Management Act in British Columbia (Canada), the Environmental Protection Act in

Ontario (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 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.

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

In addition, U.S.

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

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

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

In the normal course of our business, we are required to obtain, renew and amend 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 the main operating permit at Palmarejo.

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

The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority, the ability to obtain consents from relevant third parties in certain situations, and government and third-party sentiment towards the mining industry generally.

We may not be able to obtain, renew or amend permits that are necessary to our operations, or the cost and time required to obtain, renew or amend 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 have a material adverse effect on our revenues and future growth.

Any delay in obtaining, renewing or amending 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.

Private parties, including 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.

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 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.

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

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

The causes of potential future claims cannot be known, especially considering the complex activities and significant expenditures associated with mining activities, which may lead to various claims and may arise from, among other things, business activities, environmental laws, land use, royalty interest, contractor engagements, labor and employment matters, volatility in the stock price or alleged failures to comply with disclosure obligations.

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.

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

Our inability to enforce our rights and the enforcement of rights on a prejudicial basis by foreign courts or arbitral panels could have an adverse effect on our results of operations and financial position.

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.

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 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 approximately 239 million Coeur common shares.

Similarly, as part of the New Gold Transaction, we issued 0.4959 shares of Coeur common stock in exchange for each share of issued and outstanding common stock of New Gold, resulting in the issuance of approximately 393 million 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 and New Gold shareholders who received Coeur common stock in the 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 impact of the SilverCrest and New Gold Transactions 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 following the completion an acquisition may differ from its financial position before the completion of an acquisition, and the results of Coeur’s operations and cash flows following the completion of an acquisition may be affected by factors different from those affecting its financial position or results of operations and cash flows prior to an acquisition, 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 an acquisition is likely to be different from the performance of Coeur common stock prior to an acquisition, including the SilverCrest and New Gold Transactions.

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.

Any series of preferred stock could contain dividend rights, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences or other rights superior to the rights of holders of our common stock.

If we issue additional equity securities, the price of our common stock may be materially and adversely affected.

Holders of our common stock may not receive dividends.

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.

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 is 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.

Mine Safety Disclosures

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What changed 10-Q

Item 1A. Risk Factors