Acquisitions (Notes)

3 Months Ended

Mar. 31, 2025

ACQUISITIONS

On October 3, 2024, the Company entered into a definitive agreement (the “Agreement”) whereby, a wholly-owned subsidiary of Coeur would acquire all of the issued and outstanding shares of SilverCrest Metals Inc. (“SilverCrest”) pursuant to a court-approved plan of arrangement (the “Transaction”). Under the terms of the Agreement, SilverCrest shareholders received 1.6022 Coeur common shares for each SilverCrest common share (the “Exchange Ratio”).

On February 14, 2025, the Company completed the closing of the Transaction after receiving regulatory approval on February 3, 2025 followed by shareholder approval on February 6, 2025. Coeur acquired all of the issued and outstanding shares of SilverCrest in exchange for 239,331,799 common shares. Based on the closing price of Coeur common shares on the NYSE on February 14, 2025, the implied total equity value was approximately $1.58 billion based on SilverCrest’s common shares outstanding and the Exchange Ratio.

The Company retained an independent appraiser to assist with the determination of the preliminary fair value of assets acquired and liabilities assumed. In accordance with the acquisition method of accounting, the purchase price of SilverCrest has been allocated to the acquired assets and assumed liabilities based on their estimated acquisition date fair values. The fair value estimates were based on income, market and cost valuation methods. The excess of the total consideration over the estimated fair value of the amounts initially assigned to the identifiable assets acquired and liabilities assumed has been recorded as goodwill, which is not deductible for income tax purposes and was assigned to the Las Chispas segment. The goodwill balance is comprised of amounts attributable to the assembled workforce, potential strategic and financial benefits, including the financial flexibility to execute capital priorities, and new book to tax basis differences of assets acquired and liabilities assumed. The acquisition of SilverCrest increased the Company’s gold and other metal reserves and expanded our footprint in a jurisdiction where the Company has significant experience.

As of March 31, 2025, the Company had not yet fully completed the analysis to assign fair values to all assets acquired and liabilities assumed, and therefore the purchase price allocation for SilverCrest is preliminary. At March 31, 2025, remaining items to finalize include the fair value of property plant and mine development, goodwill, reclamation, unrecognized tax benefits, and deferred income tax assets and liabilities. The preliminary purchase price allocation will be subject to further refinement as the Company continues to refine its estimates and assumptions based on information available at the acquisition date. These refinements may result in material changes to the estimated fair value of assets acquired and liabilities assumed. The purchase price allocation adjustments can be made throughout the end of Coeur’s measurement period, which is not to exceed one year from the acquisition date. Prior to the closing of the Transaction, the Company entered into a loan with SilverCrest through which Coeur Rochester, Inc., a subsidiary of the Company, owed $72.3 million related to the purchase of bullion and metal inventory from SilverCrest that was in effect settled on the date of the Transaction. The acquired bullion and metal inventory was sold during Q1 2025 for proceeds of $72.0 million. The proceeds are included in the operating cash flows for the first quarter and the $0.3 million loss was recorded in Fair value adjustments, net. Total transaction costs were $17.5 million with $8.9 million incurred in the three months ended March 31, 2025. These transaction costs are included in Pre-development, reclamation, and other on the Condensed Consolidated Statements of Comprehensive Income (loss) and are reflected in pro forma earnings in the table below for the three months ended March 31, 2024.

The following table summarizes the preliminary purchase price allocation for the Transaction as of March 31, 2025:


(Amounts in thousands, except shares and share price amounts)
Common shares issued (239,331,799 at $6.61)	$	1,581,983
Fair value of replacement stock-based compensation awarded(1)	8,566
Fair value of Coeur payable to SilverCrest repurchased	(72,311)
Total purchase price	$	1,518,238
Assets:
Cash and cash equivalents	$	103,441
Short-term receivables	22,996
Inventory	153,826



Prepaid expenses and other	15,213
Property, plant and equipment and mining properties	1,005,828
Other	5,596
Total Assets	$	1,306,900
Liabilities:
Accounts payable	16,774
Accrued liabilities and other	24,866
Debt	846
Reclamation	8,644
Deferred tax liabilities (2)	286,225
Other long-term liabilities	18,354
Total liabilities	$	355,709

Net identifiable assets acquired	$	951,191
Goodwill	567,047
Net assets acquired	$	1,518,238

(1) As of March 31, 2025, 0.2 million common shares were issued related to the exercise of 0.6 million replacement options.

(2) Deferred income tax liabilities represent the future tax expense associated with the differences between the preliminary fair value allocated to assets (excluding goodwill) and liabilities and a tax basis increase to the preliminary fair value of the assets acquired in Mexico and the historical carryover tax basis of assets and liabilities in all other jurisdictions. No deferred tax liability is recognized for the basis difference inherent in the preliminary fair value allocated to goodwill.

Pro Forma Financial Information

SilverCrest contributed revenue of $58.0 million and net income of $2.9 million from February 15, 2025 to March 31, 2025. The following unaudited pro forma financial information presents consolidated results assuming the Transaction occurred on January 1, 2024.


	Three Months Ended
	March 31, 2025		March 31, 2024
Revenue	$	415,039	$	276,706
Net income (loss)	$	47,577	$	(66,395)

These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of SilverCrest to reflect the additional depreciation, depletion and amortization that would have been recognized assuming the fair value adjustments to property, plant, and equipment, and mining properties had been applied from January 1, 2024, with the consequential tax effects.