Announcement • Feb 14

Coeur Mining, Inc. (NYSE:CDE) completed the acquisition of SilverCrest Metals Inc. (TSX:SIL).

Coeur Mining, Inc. (NYSE:CDE) entered into an agreement to acquire SilverCrest Metals Inc. (TSX:SIL) for $1.7 billion on October 3, 2024. Under the terms of the Agreement, SilverCrest shareholders will receive 1.6022 Coeur common shares for each SilverCrest common share. The exchange ratio implies consideration of $11.34 per SilverCrest common share. Upon completion of the Transaction, existing Coeur stockholders and SilverCrest shareholders will own approximately 63% and 37% of the outstanding common stock of the combined company, respectively. Upon closing of the Transaction, N. Eric Fier and one other current SilverCrest director are expected to join Coeur's board of directors. Additionally, break fees in the amount of $60 million and $100 million are payable by SilverCrest and Coeur, respectively. SilverCrest appointed a special committee of independent directors to consider and make a recommendation with respect to the transaction. The transaction is subject to approval by a British Columbia court, approval by shareholders of SilverCrest and special meeting of SilverCrest shareholders expected to be held around year-end. The special meeting of shareholders of SilverCrest is to be held on February 6, 2025 to approve the transaction. In addition to shareholder and court approvals, the transaction is subject to applicable regulatory approvals, including Mexican antitrust approval, approval of the listing of the Coeur common shares to be issued under the Transaction on the NYSE, and the satisfaction of certain other closing conditions customary for a transaction of this nature. The transaction is subject to the shareholders approval of Coeur Mining and unanimously approved by their board of directors. The Board of Directors of Coeur have unanimously approved the Transaction. The Board of Directors of Coeur recommends that Coeur shareholders vote in favor of the transaction. The Transaction is expected to close in late Q1 2025. As on January 30, 2025 the Mexican Federal Economic Competition Commission has approved the transaction and expected to close on or about February 14, 2025. As on February 6, 2025 the transaction has been approved by the shareholders of SilverCrest Metals. As of February 11, 2025, the deal was approved by the Supreme Court of British Columbia. BMO Capital Markets acted as financial advisor to Coeur. Goldman Sachs & Co. LLC acted as a financial advisor to Coeur. Kari MacKay, Hari Marcovici of Goodmans LLP and Steven Shoemate of Gibson, Dunn & Crutcher LLP are acting as Coeur's legal advisors. Cormark Securities Inc. and Raymond James Ltd. are acting as financial advisors to SilverCrest and Scotiabank acted as financial advisor to the special committee. Jen Hansen, Jay F. King, Jacob Cawker, David Budd, Jennifer Wasylyk, Zahra Nurmohamed, Tera Li Parizeau, Davit Akman, Michelle McKinnon, Jeremy Barretto, Brenda C. Swick, Rajit Mittal and Brenda C. Swick of Cassels Brock & Blackwell LLP, Adam Givertz, Stan Richards, David Tarr, Christopher Cummings, Christian Kurtz, Brian Krause, Rebecca Coccaro, Geoffrey Chepiga, Peter Fisch, William O’Brien, Todd Hahn and Chad de Souza of Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as SilverCrest's legal advisors. Cormark Securities Inc. and Raymond James Ltd. acted fairness opinions provider to the SilverCrest Board of Directors, and Scotiabank acted fairness opinion provider to the SilverCrest special committee. Fried Frank acted as counsel to Goldman Sachs. Goldman Sachs & Co. LLC and BMO Capital Markets acted as fairness opinion provider to Coeur Mining, Inc. MacKenzie Partners, Inc. acted as information agent to Coeur. Coeur will pay MacKenzie an estimated fee of approximately $20,000. Laurel Hill Advisory Group, LLC acted as proxy solicitation agent for SilverCrest for a fee of CAD 115,000 ($79,720.3). Computershare Investor Services Inc. is acting as transfer agent for shares of SilverCrest. Coeur Mining, Inc. (NYSE:CDE) completed the acquisition of SilverCrest Metals Inc. (TSX:SIL) on February 14, 2025. Coeur issued 239,331,799 shares in the transaction. The SilverCrest Shares are expected to be delisted from the Toronto Stock Exchange and the NYSE American within two to three business days following the date hereof. SilverCrest will also apply to cease to be a reporting issuer in the applicable jurisdictions of Canada in which it is currently a reporting issuer.

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Coeur Mining, Inc. (NYSE:CDE) completed the acquisition of SilverCrest Metals Inc. (TSX:SIL).

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