SilverCrest Metals Receives Court Approval for Arrangement with Coeur Mining

Rhea-AI Summary

SilverCrest Metals has received final court approval from the Supreme Court of British Columbia for its planned arrangement with Coeur Mining. Under the arrangement, Coeur will acquire all outstanding SilverCrest shares, with shareholders receiving 1.6022 Coeur common shares for each SilverCrest share held.

The transaction is expected to close around February 14, 2025. Following the closing, SilverCrest shares will be delisted from both the Toronto Stock Exchange and NYSE American. The company will then cease to be a reporting issuer in Canada and will deregister its shares under the U.S. Securities Exchange Act of 1934.

Positive

• Court approval received for the merger arrangement
• SilverCrest shareholders will receive 1.6022 Coeur shares for each share held
• Clear timeline with expected closing date of February 14, 2025

Negative

• Delisting from TSX and NYSE American exchanges
• Loss of independent trading status as public company

Insights

M&A and Mining Industry Expert

The British Columbia Supreme Court's approval marks the final important regulatory milestone for the SilverCrest-Coeur merger, setting the stage for a significant consolidation in the precious metals sector. The share exchange ratio of 1.6022 Coeur shares for each SilverCrest share reflects a carefully structured deal that aims to preserve shareholder value while enabling operational synergies.

This merger exemplifies the ongoing trend of consolidation in the precious metals mining sector, driven by the need for operational scale and cost efficiencies. For SilverCrest shareholders, the transition to Coeur stock ownership offers exposure to a larger, more diversified mining portfolio with enhanced liquidity and market presence. The imminent delisting from both the TSX and NYSE American, followed by the cessation of reporting obligations, signals the final phase of SilverCrest's corporate transformation.

The court approval and rapid progression toward the February 14 closing date demonstrate strong regulatory and shareholder support for the transaction. This efficiency in execution minimizes interim period risks and provides clarity for market participants. The merger's completion will create a stronger entity better positioned to navigate market cycles and capitalize on growth opportunities in the precious metals space.

TSX: SIL | NYSE American: SILV

VANCOUVER, BC, Feb. 11, 2025 /PRNewswire/ - SilverCrest Metals Inc. ("SilverCrest" or the "Company") is pleased to announce that the Supreme Court of British Columbia has granted the final order in connection with the Company's plan of arrangement (the "Arrangement") with Coeur Mining, Inc. ("Coeur"), whereby Coeur will, among other things, indirectly acquire all of the issued and outstanding SilverCrest shares. Pursuant to the Arrangement, SilverCrest shareholders will receive 1.6022 shares of Coeur common stock for each SilverCrest common share held.

Subject to obtaining all required approvals and the satisfaction or waiver of all required conditions, the Arrangement is expected to close on or about February 14, 2025. Following closing of the Arrangement, the SilverCrest shares are expected to be de-listed from the Toronto Stock Exchange and the NYSE American (the "De-Listing"). Following the De-Listing, it is anticipated that SilverCrest will apply to cease to be a reporting issuer under applicable Canadian securities laws and will deregister the SilverCrest shares under the U.S. Securities Exchange Act of 1934, as amended.

For a more detailed description of the Arrangement, please refer to SilverCrest's management information circular dated January 8, 2025 (the "Circular"), available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, and on SilverCrest's website at www.silvercrestmetals.com/transaction.

ABOUT SILVERCREST METALS INC.

SilverCrest is a Canadian precious metals producer headquartered in Vancouver, BC.  The Company's principal focus is its Las Chispas Operation in Sonora, Mexico.  Silvercrest has an ongoing initiative to increase its asset base by expanding current resources and reserves, acquiring, discovering, and developing high value precious metals projects and ultimately operating multiple silver-gold mines in the Americas.  The Company is led by a proven management team in all aspects of the precious metal mining sector, including taking projects through discovery, finance, on time and on budget construction, and production.

Forward-Looking Statements

This news release contains "forward-looking statements" and "forward-looking information" (collectively "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation. The words "potential", "expected" and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. These include, without limitation, statements with respect to: statements regarding SilverCrest and the combined company's plans and expectations with respect to the proposed Arrangement and the anticipated impact of the proposed Arrangement on the combined company's results of operations, financial position, growth opportunities and competitive position, and the expected timing of completion of the Arrangement.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the risk that any other condition to closing of the Arrangement may not be satisfied; the risk that the closing of the Arrangement might be delayed or not occur at all; the risk that the either Coeur or SilverCrest may terminate the Arrangement Agreement and either Coeur or SilverCrest is required to pay a termination fee to the other party; potential adverse reactions or changes to business or employee relationships of Coeur or SilverCrest, including those resulting from the announcement or completion of the Arrangement; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Coeur and SilverCrest; the effects of the business combination of Coeur and SilverCrest, including the combined company's future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; the risk that Coeur or SilverCrest may not receive the required stock exchange approvals of the Arrangement; the expected listing of shares on the NYSE; the risk of any litigation relating to the proposed Arrangement; the risk of changes in governmental regulations or enforcement practices; the effects of commodity prices, life of mine estimates; the timing and amount of estimated future production; the risks of mining activities; and the fact that operating costs and business disruption may be greater than expected following the public announcement or consummation of the Arrangement. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for the combined company's operations, gold and silver market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.

Additional factors that could cause results to differ materially from those described above can be found in the Circular and SilverCrest's annual information form for the year ended December 31, 2023, which are filed with the SEC and on SEDAR+ and available from SilverCrest's website at www.silvercrestmetals.com under the "Investors" tab, and in other documents SilverCrest files with the SEC or on SEDAR+. All forward-looking statements speak only as of the date they are made and are based on information available at that time. SilverCrest does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

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SOURCE SilverCrest Metals Inc.

FAQ

What is the exchange ratio for SilverCrest Metals (SILV) shares in the Coeur Mining merger?

SilverCrest shareholders will receive 1.6022 shares of Coeur Mining common stock for each SilverCrest share held.

When will the SilverCrest Metals (SILV) merger with Coeur Mining close?

The merger arrangement is expected to close on or about February 14, 2025.

What happens to SILV shares after the Coeur Mining merger?

SilverCrest shares will be delisted from both the Toronto Stock Exchange and NYSE American following the merger closure.

Has the SilverCrest Metals (SILV) merger received all necessary approvals?

The Supreme Court of British Columbia has granted final approval, but the arrangement remains subject to obtaining all required approvals and satisfaction of conditions.

Will SILV continue to be a reporting issuer after the Coeur Mining merger?

No, SilverCrest plans to cease being a reporting issuer in Canada and will deregister its shares under the U.S. Securities Exchange Act of 1934.