| Item 1.01. |
Entry into a Material Definitive Agreement.
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Stock Purchase Agreement
On September 18, 2022, Coeur Mining, Inc. (the “Company” or “Coeur”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) among the Company, AngloGold Ashanti (U.S.A.) Holdings Inc., a Delaware
corporation (“Buyer”), AngloGold Ashanti USA Incorporated, a Delaware corporation (“Buyer Guarantor”), Sterling Intermediate
Holdco, Inc., a Delaware corporation (“Seller”) and Coeur Sterling, Inc., a Nevada corporation and a wholly-owned subsidiary of Seller (the “Sterling”).
The Purchase Agreement provides for the sale by the Seller of 100% of the issued and outstanding shares of Sterling, a subsidiary of Coeur that operates the Sterling/Crown exploration property near Beatty, Nevada, to the Buyer (the “Transaction”) in exchange for: (A) a cash payment of $150,000,000 at the closing of the Transaction, subject to a customary purchase price adjustment and (B) the right to an additional payment
of $50,000,000 should Buyer, its affiliates or its successors report gold resources in the Sterling/Crown properties (including any in-situ ounces mined after the closing of
the Transaction) equal to or greater than 3,500,000 gold ounces, subject to certain additional terms and conditions detailed in the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties and covenants, and certain covenants provide that Seller will agree to provide
an indemnity to Buyer for breaches or inaccuracies of its representations, warranties, covenants, and certain other obligations of Seller and Sterling, subject to the processes and limitations set forth in the Purchase Agreement.
The closing of the Transaction remains subject to closing conditions, including, (i) the absence of any law or injunction or other order (whether
preliminary or permanent) that has the effect of making the consummation of the Transaction illegal or otherwise prohibiting consummation of the Transaction and (ii) the absence of any action brought by any governmental entity demanding the entry of
such an order that would (x) reasonably be expected to be granted and (y) would reasonably be expected to result in the Transaction being rescinded if entered after the closing of the Transaction. Each party’s obligation to complete the Transaction
is also subject to certain additional conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other parties and (ii) performance in all material respects by the other parties of their
obligations under the Purchase Agreement. The Buyer’s obligation to complete the Transaction is also subject to (i) the absence of a material adverse effect with respect to Sterling, (ii) Sterling curing certain title defects, (iii) the release of
the deed of trust held by the Company’s creditors against the Sterling/Crown properties and (iv) the absence of a material adverse effect with respect to Sterling. Buyer may also terminate the Purchase Agreement during a specified period following
the completion of due diligence if Buyer reasonably determines that there exists potential material liability or loss associated with certain unpatented mining claims that will be transferred from Sterling to a subsidiary of Coeur prior to closing.
The foregoing descriptions of the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the copy of the
Purchase Agreement, which is attached as Exhibit 2.1 hereto and is incorporated herein by reference.
The Purchase Agreement has been attached as an exhibit to provide investors and security holders with information regarding its terms. It is not
intended to provide any other factual information about Coeur or any of its respective affiliates or businesses. The representations, warranties, covenants and agreements contained in the Purchase Agreement were made only for the purposes of such
agreement and as of specified dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of
allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to
investors. Investors and security holders are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual
state of facts or condition of Coeur or any of its affiliates or businesses.