Coeur Mining (CDE) investor relations material

Executive summary

• A strategic business combination is proposed where Coeur Mining, through a Canadian subsidiary, will acquire all outstanding shares of New Gold, making New Gold a wholly-owned subsidiary via a court-approved plan of arrangement under Canadian law.

• New Gold shareholders will receive 0.4959 shares of Coeur common stock for each New Gold share, resulting in former Coeur shareholders owning about 62% and former New Gold shareholders about 38% of the combined company.

• The transaction is subject to approval by both companies' shareholders, the Supreme Court of British Columbia, and various regulatory authorities, with closing expected in the first half of 2026.

• The Coeur board unanimously recommends voting in favor of the proposals, citing strategic benefits such as increased scale, enhanced free cash flow, and exposure to Tier 1 jurisdictions.

Voting matters and shareholder proposals

• Shareholders are asked to vote on two key proposals: (1) amending Coeur’s certificate of incorporation to increase authorized shares from 900 million to 1.3 billion, and (2) approving the issuance of Coeur shares to New Gold shareholders.

• Approval of the stock issuance requires a majority of votes cast, while the charter amendment requires more votes for than against.

• Voting agreements have been signed by directors and certain officers of both companies, committing them to support the transaction and not exercise dissent rights.

Board of directors and corporate governance

• Upon closing, two New Gold directors, including its CEO, will join the Coeur board, which will expand to include these members at the next annual meeting.

• The current Coeur management team is expected to continue in their roles post-transaction.