8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 4, 2022

Coeur Mining, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-8641	82-0109423
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

104 S. Michigan

Suite 900

Chicago, Illinois 60603

(Address of Principal Executive Offices)

(312) 489-5800

(Registrant's telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (par value $.01 per share)	CDE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Completion of Acquisition or Disposition of Assets.

On November 4, 2022, Coeur Mining, Inc. (the “Company” or “Coeur”) closed on the previously announced sale of its wholly-owned subsidiary Coeur Sterling, Inc., a Nevada corporation (“Sterling”), pursuant to a Stock Purchase Agreement (the “Purchase Agreement”), dated as of September 18, 2022, by and among the Company, AngloGold Ashanti (U.S.A.) Holdings Inc., a Delaware corporation (“Buyer”), AngloGold Ashanti USA Incorporated, a Delaware corporation (“Buyer Guarantor”), Sterling Intermediate Holdco, Inc., a Delaware corporation (“Seller”) and Sterling. The purchase price of the transaction payable to Seller, subject to customary purchase price adjustments as set forth in the Purchase Agreement, was approximately $150 million, in addition to the right to an additional payment of $50 million should Buyer, its affiliates or its successors report gold resources in the Sterling/Crown exploration property near Beatty, Nevada (including any in-situ ounces mined after the closing ) equal to or greater than 3,500,000 gold ounces, subject to certain additional terms and conditions detailed in the Purchase Agreement. Net proceeds received by Seller at closing was approximately $150.2 million in cash, which the Company intends to use to reduce debt.

The foregoing information is a summary of the transactions described above and, as such, is not complete, and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on September 19, 2022, and is incorporated herein by reference.

Item 8.01. Other Events.

On November 4, 2022, the Company issued a press release announcing the closing of the transactions contemplated by the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this current report and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d)    List of Exhibits

Exhibit No.	Description
Exhibit 99.1	Press Release dated November 4, 2022, issued by Coeur Mining, Inc.
Exhibit 104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COEUR MINING, INC.
Date: November 4, 2022	By: /s/ Thomas S. Whelan
	Name: Thomas S. Whelan Title: Senior Vice President and Chief Financial Officer

EX-99.1

NEWS RELEASE             

Coeur Completes Sale of Southern Nevada Holdings for Upfront Cash Consideration of $150 million

Chicago, Illinois – November 4, 2022 – Coeur Mining, Inc. (“Coeur” or the “Company”) (NYSE: CDE) today announced the closing of the transaction to sell its Crown and Sterling holdings (“Crown Sterling”) to a subsidiary of AngloGold Ashanti Limited (“AngloGold”) (NYSE: AU). Under the terms of the previously announced transaction, Coeur received cash consideration of $150 million at closing. The Company will receive an additional deferred cash consideration of $50 million upon Crown Sterling attaining a total resource of at least 3.5 million gold ounces. The Crown Sterling holdings comprise approximately 35,500 net acres and are located adjacent to AngloGold’s existing gold projects in Nye County, Nevada.

The sale of Crown Sterling is consistent with Coeur’s strategy of monetizing non-core assets and prioritizing high-return growth from its North American asset portfolio, including the expansion project at the Rochester mine in Nevada, which is expected to be completed mid-next year.

Gibson, Dunn & Crutcher LLP acted as legal counsel to Coeur.

About Coeur

Coeur Mining, Inc. is a U.S.-based, well-diversified, growing precious metals producer with four wholly-owned operations: the Palmarejo gold-silver complex in Mexico, the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska and the Wharf gold mine in South Dakota. In addition, The Company wholly-owns the Silvertip silver-zinc-lead development project in British Columbia and has interests in several precious metals exploration projects throughout North America.

Cautionary Statements

This news release contains forward-looking statements within the meaning of securities legislation in the United States and

Canada, including statements regarding the sale of Crown Sterling (including anticipated deferred consideration) and the Company’s Rochester expansion project. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the risk that the transaction does not close on a timely basis or at all, the risk that anticipated deferred consideration does not become payable, the risks and hazards inherent in the mining business (including risks inherent in developing large-scale mining projects, environmental hazards, industrial accidents, weather or geologically-related conditions), changes in the market price of gold and a sustained lower price or higher treatment and refining charge environment, risks relating to permitting and regulatory delays (including the impact of government shutdowns), ground conditions, grade and recovery variability, any future labor disputes or work stoppages (involving the Company and its subsidiaries or third parties), the uncertainties inherent in the estimation of mineral reserves or mineral resources, the potential effects of the COVID-19 pandemic, including impacts to workforce, materials and equipment availability, inflationary pressures, continued access to financing sources, government orders that may require temporary suspension of operations and effects on suppliers or the refiners and smelters, the effects of environmental and other governmental regulations and government shut-downs, the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries, as well as other uncertainties and risk factors set out in filings made from time to time with the United States Securities and Exchange Commission, and the Canadian securities regulators, including, without limitation, Coeur’s most recent reports on Form 10-K and Form 10-Q. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. Coeur disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Coeur undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Coeur, its financial or operating results or its securities. This does not constitute an offer of any securities for sale.

For Additional Information

Coeur Mining, Inc.

104 S. Michigan Avenue, Suite 900

Chicago, Illinois 60603

Attention: Jeff Wilhoit, Director, Investor Relations

Phone: (312) 489-5800

www.coeur.com

Source: Coeur Mining

XML

Cover Document	Nov. 04, 2022
Cover [Abstract]
Entity Central Index Key	0000215466
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock (par value $.01 per share)
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Document Period End Date	Nov. 04, 2022
Entity Registrant Name	Coeur Mining, Inc.
Entity File Number	1-8641
Entity Tax Identification Number	82-0109423
Entity Address, Address Line One	104 S. Michigan
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60603
City Area Code	312
Local Phone Number	489-5800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Trading Symbol	CDE
Security Exchange Name	NYSE
Amendment Flag	false