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): February 27, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (312 ) 489-5800
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 3.02. |
Unregistered Sales of Equity Securities.
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Private Placement Offering
On February 26, 2024, Coeur Mining, Inc. (the “Company”) arranged for a private placement offering (the “Offering”) of an aggregate of 7,704,725 shares
of common stock, par value $0.01 per share, to be issued as “flow-through shares,” as defined in subsection 66(15) of the Income Tax Act (Canada) (the “FT Shares”), pursuant to subscription agreements to be entered into between the Company and
certain Canadian accredited investors. No underwriting discounts or commissions are expected to be paid in connection with the Offering. The proceeds of the Offering will be used by the Company for certain qualifying “Canadian Exploration
Expenditures” (as such term is defined in the Income Tax Act (Canada)) and the Offering is expected to close on or about March 8, 2024.
The FT shares will only be offered and sold outside the United States pursuant to Regulation S and/or Regulation D of the Securities Act of 1933, as
amended (the “Securities Act”). The FT Shares will not be registered under the Securities Act or any U.S. state securities laws, and may not be offered or sold in the U.S. or to, or for the account or benefit of, U.S. persons absent registration or
any applicable exemption from the registration requirements of the Securities Act and applicable U.S. state securities laws.
| Item 8.01. |
Other Events.
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On February 26, 2024, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
| Item 9.01. |
Financial Statements and Exhibits.
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List of Exhibits
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Exhibit No.
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Description
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Press Release, dated February 26, 2024.
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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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.
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COEUR MINING, INC.
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By: /s/ Thomas S. Whelan
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Name: Thomas S. Whelan
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Title: Senior Vice President and Chief Financial Officer
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DATED: February 27,
2024