Coeur Announces Investment in Victoria Gold Corp.
May 10 2021 - 9:22AM
Business Wire
Coeur Mining, Inc. (“Coeur” or the “Company”) (NYSE: CDE)
announced today that it has entered into an agreement to acquire
11,067,714 (approximately 17.8%) of the outstanding undiluted
common shares of Victoria Gold Corp. (“Victoria”) (TSX: VGCX) from
Orion Co-VI Ltd. (“Orion”), at price of C$13.20 per share which
reflects a 5% discount to the trailing 30-day volume weighted price
for the period ending May 7, 2021. In connection with the
transaction, Orion will receive 12,785,485 shares of Coeur common
stock (approximately 4.9% of issued and outstanding shares), based
on the trailing 30-day volume weighted price of $9.17 per share,
for the period ended May 7, 2021, representing aggregate
consideration of approximately $117.2 million. Orion’s sales of
Coeur shares will be subject to certain restrictions. The
transaction is expected to close on or about May 11, 2021, subject
to closing conditions.
“We have long admired the quality of Victoria’s Eagle asset and
its recent success in ramping up operations. This compelling
opportunity to acquire 17.8% ownership interest in Victoria from
Orion is consistent with our stated strategy and capital allocation
framework, and complements our existing portfolio of precious
metals assets in high-quality jurisdictions in North America,”
commented Mitchell J. Krebs, Coeur’s President and Chief Executive
Officer. “We are excited to become a shareholder of Victoria, and
believe this transaction represents an attractive investment for
our stockholders.”
Concurrently, the Company and Orion also entered into an
agreement pursuant to which Orion has agreed, subject to certain
terms and conditions, among other things, to certain transfer
restrictions on its remaining shares in Victoria and to support,
vote in favor of, or deposit all common shares it owns in favor of
an offer, proposal or transaction that is supported by the board of
directors of Victoria that would result in the acquisition by Coeur
of more than 50% of the common shares of Victoria, or all or
substantially all of the assets and properties of Victoria on a
consolidated basis.
An early warning report will be filed by Coeur in accordance
with applicable securities laws. As indicated in such report, in
the future, Coeur may acquire or dispose of common shares or other
securities of Victoria, either on the open market or in private
transactions, depending on a number of factors. Coeur may engage in
discussions with Victoria, and, if and when appropriate, its
representatives, regarding the Company’s investment and possible
strategic alternatives. While no present plans exist in this
regard, Coeur may consider or develop plans and/or make proposals
with respect to potential strategic transactions involving
Victoria’s shares, business or assets.
About Coeur
Coeur Mining, Inc. is a U.S.-based, well-diversified, growing
precious metals producer with five wholly-owned operations: the
Palmarejo gold-silver complex in Mexico, the Rochester silver-gold
mine in Nevada, the Kensington gold mine in Alaska, the Wharf gold
mine in South Dakota, and the Silvertip silver-zinc-lead mine in
British Columbia. In addition, Coeur has interests in several
precious metals exploration projects throughout North America.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this press release, including
any information relating to the proposed investment in Victoria
constitutes forward-looking statements or information within the
meaning of securities legislation of the United States and Canada.
In particular, this press release contains forward-looking
statements including, without limitation, with respect to Coeur’s
acquisition or disposition of securities of Victoria in the future
and Coeur’s interest in Victoria on completion of the transaction
with Orion. Forward-looking statements are necessarily based upon a
number of assumptions, including material assumptions considered
reasonable by Coeur as at the date of this press release in light
of management’s experience and perception of current conditions and
expected developments, and are inherently subject to significant
business, economic, and competitive uncertainties and
contingencies.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause Coeur’s actual
results, performance or achievements to be materially different
from any future results, performance, or achievements expressed or
implied by the forward-looking statements. Such factors include,
among others, the uncertainties and risk factors set out in filings
made from time to time with the United States Securities and
Exchange Commission, and the Canadian Securities regulators,
including, without limitation, Coeur’s most recent reports on Form
10-K and Form 10-Q. Actual results, developments and timetables
could vary significantly from the estimates presented. Readers are
cautioned not to put undue reliance on forward-looking statements
or information. Coeur disclaims any intent or obligation to update
publicly such forward-looking statements or information, whether as
a result of new information, future events or otherwise.
Additionally, Coeur undertakes no obligation to comment on
analyses, expectations or statements made by third parties in
respect of Coeur, its financial or operating results or its
securities.
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version on businesswire.com: https://www.businesswire.com/news/home/20210510005533/en/
Coeur Mining, Inc. 104 S. Michigan Avenue, Suite 900 Chicago,
Illinois 60603 Attention: Paul DePartout, Director, Investor
Relations Phone: (312) 489-5800 www.coeur.com
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