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• | our Annual Report on Form 10-K for the year ended December 31, 2024 (including the portions of our Proxy Statement for our 2024 annual meeting of stockholders incorporated by reference therein); |
• | our Current Reports on Form 8-K filed on January 31, 2025, February 7, 2025 (Items 1.01, 5.02 and 5.07 only), February 14, 2025 (Items 2.01, 3.02, 3.03, 5.02 and 5.03 only) and February 19, 2025 and our Current Report on Form 8-K/A filed on March 26, 2025; and |
• | the description of our common stock contained in our Current Report on Form 8-K12B filed on May 16, 2013, as updated by Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 22, 2023, and as subsequently amended or updated. |
• | the risk that anticipated production, cost, expenditure and expense levels at Las Chispas, Palmarejo, Rochester, Wharf and Kensington are not attained; |
• | the risks and hazards inherent in the mining business (including risks inherent in developing and expanding large-scale mining projects, environmental hazards, industrial accidents, weather or geologically-related conditions); |
• | changes in the market prices of gold and silver and a sustained lower price or higher treatment and refining charge environment; |
• | the impact of geopolitical conditions, pandemics or epidemics, climate change, extreme weather events and other macro conditions, including disruptions to operations, the need for heightened health and safety protocols, inflation, and disruptions to our vendors, suppliers and the communities where we operate; |
• | the uncertainties inherent in Coeur’s production, exploration and development activities, including 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 us or our subsidiaries or third parties); |
• | the risk of adverse outcomes in litigation; |
• | the uncertainties inherent in the estimation of gold, silver, zinc and lead mineral reserves and resources; |
• | impacts from Coeur’s future acquisition of new mining properties or businesses; |
• | the loss of access or insolvency of any third-party refiner or smelter to whom Coeur markets its production; |
• | inflationary pressures; |
• | continued access to financing sources; |
• | government orders that may require temporary suspension of operations at one or more of our sites and effects on our suppliers or the refiners and smelters to whom the Company markets its production and on the communities where we operate; |
• | 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; and |
• | our ability to raise additional financing necessary to conduct our business, make payments or refinance our debt. |
Shares Beneficially Owned Prior to the Offering | Number of Shares Being Registered for Resale | Shares Beneficially Owned After the Offering | |||||||||||||
Shares | Percentage | Shares | Percentage | ||||||||||||
Name of Selling Stockholders | |||||||||||||||
Maverix Metals Inc. and Maverix Metals (Nevada) Inc.(2) | 595,267 | (1) | 595,267 | — | — | ||||||||||
(1) | Represents less than 1% |
(2) | The shares reported in the table above are jointly beneficially owned and offered by Maverix Metals Inc. and Maverix Metals (Nevada) Inc. (together, Maverix). It is anticipated that Maverix or its affiliates may offer for sale the shares covered by this prospectus supplement. |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | short sales; |
• | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
• | a combination of any such methods of sale; and |
• | any other method permitted pursuant to applicable law. |

• | common stock; |
• | preferred stock; |
• | debt securities, which may be senior or subordinated and secured or unsecured; |
• | warrants entitling the holders to purchase common stock, preferred stock or debt securities; |
• | depositary shares; |
• | purchase contracts; and |
• | units. |
• | the type and amount of securities that we propose to sell; |
• | the initial public offering price of the securities; |
• | the names of any underwriters or agents through or to which we will sell the securities; |
• | any compensation of those underwriters or agents; and |
• | information about any securities exchanges or automated quotation systems on which the securities will be listed or traded. |
• | our Annual Report on Form 10-K for the year ended December 31, 2023 (including the portions of our Proxy Statement for our 2024 annual meeting of stockholders incorporated by reference therein); |
• | our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024; |
• | our Current Reports on Form 8-K filed with the SEC on February 27, 2024, March 29, 2024, April 8, 2024, May 16, 2024, July 11, 2024, September 19, 2024, September 27, 2024 and October 4, 2024; |
• | the infomation appearing under the heading “Unaudited Pro Forma Condensed Combined Financial Information” on pages 26 through 39 of our Definitive Proxy Statement filed witht the SEC on December 30, 2024; and |
• | the description of our common stock contained in our Current Report on Form 8-K12B filed on May 16, 2013, as updated by Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 22, 2023, and as subsequently amended or updated. |
• | Exhibit 99.2 of SilverCrest’s Annual Report on Form 40-F for the fiscal year ended December 31, 2023, filed with the SEC on March 11, 2024; and |
• | Exhibit 99.1 of SilverCrest’s Current Report on Form 6-K furnished to, or filed with, the SEC on November 12, 2024. |
• | the risk that anticipated production, cost, expenditure and expense levels at Palmarejo, Rochester, Wharf and Kensington are not attained; |
• | the risks and hazards inherent in the mining business (including risks inherent in developing and expanding large-scale mining projects, environmental hazards, industrial accidents, weather or geologically related conditions); |
• | changes in the market prices of gold and silver and a sustained lower price or higher treatment and refining charge environment; |
• | the impact of geopolitical conditions, pandemics or epidemics, climate change, extreme weather events and other macro conditions, including disruptions to operations, the need for heightened health and safety protocols, inflation, and disruptions to our vendors, suppliers and the communities where we operate; |
• | the uncertainties inherent in Coeur’s production, exploration and development activities, including 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 us or our subsidiaries or third parties); |
• | the risk of adverse outcomes in litigation; |
• | the uncertainties inherent in the estimation of gold, silver, zinc and lead mineral reserves and resources; |
• | impacts from Coeur’s future acquisition of new mining properties or businesses; |
• | the risk that the planned acquisition of SilverCrest Metals Inc. will not occur or achieve the expected benefits to the Company; |
• | the loss of access or insolvency of any third-party refiner or smelter to whom Coeur markets its production; |
• | inflationary pressures; |
• | continued access to financing sources; |
• | government orders that may require temporary suspension of operations at one or more of our sites and effects on our suppliers or the refiners and smelters to whom the Company markets its production and on the communities where we operate; |
• | 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; and |
• | our ability to raise additional financing necessary to conduct our business, make payments or refinance our debt. |
• | prior to that time, either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder is approved by the board of directors of the corporation; |
• | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding voting stock of the corporation, excluding for this purpose shares owned by persons who are directors and also officers of the corporation and by specified employee benefit plans; or |
• | at or after such time the business combination is approved by the board of directors of the corporation and by the affirmative vote, and not by written consent, of at least 662∕3% of the outstanding voting stock that is not owned by the interested stockholder. |
• | any merger or consolidation involving the corporation and the interested stockholder; |
• | any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; |
• | any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder, subject to limited exceptions; |
• | any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or |
• | the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
(1) | the title of the debt securities; |
(2) | any limit upon the aggregate principal amount of the debt securities; |
(3) | the price at which we will issue the debt securities; |
(4) | if other than 100% of the principal amount, the portion of their principal amount payable upon maturity of the debt securities; |
(5) | the date or dates on which the principal of the debt securities will be payable (or method of determination thereof); |
(6) | the rate or rates (or method of determination thereof) at which the debt securities will bear interest (including any interest rates applicable to overdue payments), if any, the date or dates from which any such interest will accrue and on which such interest will be payable, the record dates for the determination of the holders to whom interest is payable, and the dates on which any other amounts, if any, will be payable; |
(7) | if other than as set forth herein, the place or places where the principal of, premium and other amounts, if any, and interest, if any, on the debt securities will be payable; |
(8) | the price or prices at which, the period or periods within which and the terms and conditions upon which debt securities may be redeemed, in whole or in part, at our option; |
(9) | our obligation, if any, to redeem, repurchase or repay debt securities, whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which securities of the series shall be redeemed, purchased or repaid, in whole or in part; |
(10) | the denominations in which the debt securities shall be issuable; |
(11) | the form of such debt securities, including such legends as required by law or as we deem necessary or appropriate, and the form of temporary global security that may be issued; |
(12) | whether the debt securities are convertible into other securities of the Company and, if so, the terms and conditions of such conversion; |
(13) | whether there are any authentication agents, paying agents, transfer agents or registrars with respect to the debt securities; |
(14) | whether the debt securities will be represented in whole or in part by one or more global notes registered in the name of a depository or its nominee; |
(15) | the ranking of such debt securities as senior debt securities or subordinated debt securities; |
(16) | if other than U.S. dollars, the currency or currencies (including composite currencies or currency units) in which the debt securities may be purchased and in which payments on the debt securities will be made (which currencies may be different for payments of principal, premium or other amounts, if any, and/or interest, if any); |
(17) | if the debt securities will be secured by any collateral, a description of the collateral and the terms and conditions of the security and realization provisions; |
(18) | the provisions relating to any guarantee of the debt securities, including the ranking thereof; |
(19) | the ability, if any, to defer payments of principal, interest, or other amounts; and |
(20) | any other specific terms or conditions of the debt securities, including any additional events of default or covenants provided for with respect to the debt securities, and any terms that may be required by or advisable under applicable laws or regulations. |
(1) | the indebtedness ranking senior to the debt securities being offered; |
(2) | the restrictions, if any, on payments to the holders of the debt securities being offered while a default with respect to the senior indebtedness is continuing; |
(3) | the restrictions, if any, on payments to the holders of the debt securities being offered following an event of default; and |
(4) | the provisions requiring holders of the debt securities being offered to remit some payments to the holders of senior indebtedness. |
(1) | default in the payment of any installment of interest upon any of the debt securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; |
(2) | default in the payment of all or any part of the principal of any of the debt securities of such series as and when the same shall become due and payable either at maturity, upon any redemption or repurchase, by declaration or otherwise; |
(3) | default in the performance, or breach, of any other covenant or warranty contained in the debt securities of such series or set forth in the applicable indenture (other than the failure to comply with any covenant or agreement to file with the trustee information required to be filed with the SEC or a default in the performance or breach of a covenant or warranty included in the applicable indenture solely for the benefit of one or more series of debt securities other than such series) and continuance of such default or breach for a period of 90 days after due notice by the trustee or by the holders of at least 25% in principal amount of the outstanding securities of such series; or |
(4) | certain events of bankruptcy, insolvency or reorganization of the Company and, as specified in the relevant prospectus supplement, certain of our subsidiaries. |
(1) | either (a) the Company is the continuing company or (b) the successor company is a corporation incorporated under the laws of the United States or any state thereof, a member state of the European Union or any political subdivision thereof and expressly assumes the due and punctual payment of the principal of and interest on all the debt securities outstanding under such indenture according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of such indenture to be performed or observed by us; and |
(2) | the Company or such continuing or successor company, as the case may be, is not, immediately after such amalgamation, merger, consolidation, sale, conveyance or lease, in material default in the performance or observance of any such covenant or condition. |
(1) | extend the final maturity date of any debt security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of any interest thereon, or reduce any amount payable on redemption thereof, or impair or affect the right of any holder of debt securities to institute suit for payment thereof or, if the debt securities provide therefor, any right of repayment at the option of the holders of the debt securities, without the consent of the holder of each debt security so affected; |
(2) | reduce the aforesaid percentage of debt securities of such series, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all debt securities of such series so affected; or |
(3) | reduce the amount of principal payable upon acceleration of the maturity date of any original issue discount security. |
• | the names of any underwriters, dealers or agents; |
• | the purchase price of securities from us and, if the purchase price is not payable in U.S. dollars, the currency or composite currency in which the purchase price is payable; |
• | the net proceeds to us from the sale of securities; |
• | any delayed delivery arrangements; |
• | any underwriting discounts, commissions and other items constituting underwriters’ compensation; |
• | any discounts or concessions allowed or reallowed or paid to dealers; and |
• | any commissions paid to agents. |
(1) | Christopher Pascoe, RM SME (Palmarejo Technical Report Summary); |
(2) | Miller O’Prey, P. Geo. (Palmarejo Technical Report Summary); |
(3) | Joseph Ruffini, RM SME (Palmarejo Technical Report Summary); |
(4) | Peter Haarala, RM SME (Palmarejo Technical Report Summary); |
(5) | Christopher Pascoe, RM SME (Rochester Technical Report Summary); |
(6) | Brandon MacDougall, P.E. (Rochester Technical Report Summary); |
(7) | Matthew Bradford, RM SME (Rochester Technical Report Summary); |
(8) | Matthew Hoffer, P.G. (Rochester Technical Report Summary); |
(9) | Christopher Pascoe, RM SME (Kensington Technical Report Summary); |
(10) | Rae Keim, P. Geo (Kensington Technical Report Summary); |
(11) | Peter Haarala, RM SME (Kensington Technical Report Summary); |
(12) | Christopher Pascoe, RM SME (Wharf Technical Report Summary); |
(13) | Tony Auld, RM SME (Wharf Technical Report Summary); |
(14) | Lindsay Chasten, RM SME (Wharf Technical Report Summary); |
(15) | Kenan Sarratt, RM SME (Wharf Technical Report Summary); and |
(16) | John Key, RM SME (Wharf Technical Report Summary). |