CDE Coeur Mining Inc

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200 South Wacker Drive, Suite 2100

Chicago, IL 60606

(312) 489-5800

Casey M. Nault

Senior Vice President, General Counsel & Chief ESG Officer and Secretary

200 South Wacker Drive, Suite 2100

Chicago, IL 60606

(312) 489-5800

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mitchell J. Krebs and Casey M. Nault, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments and amendments filed pursuant to Rule 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Coeur Mining, Inc.

200 South Wacker Drive, Suite 2100

Chicago, IL 60606

1.	Objectives

2.	Definitions

2.1	As used in the Plan, the terms set forth below shall have the following respective meanings:

(a)

“Bid” has the meaning set forth in section 8.3;

(b)

“Blackout Period” has the meaning set out in section 8.6;

(c)

“Board” means the board of directors of the Company;

(d)

“Business Day” means a day on which banks are open for business in Vancouver, British Columbia, but does not include a Saturday, Sunday or statutory holiday in the Province of British Columbia;

(e)

“Committee” means the Board or such committee of the Board that the Board may, in accordance with section 3.1 hereof, designate to administer the Plan;

(f)

“Company” means SilverCrest Metals Inc., a corporation existing under the Business Corporations Act (British Columbia);

(g)

“Consultant” means a person, other than an Employee, Executive Officer or Director of the Company or of a subsidiary of the Company, that:

(i)

is engaged to provide services to the Company or a subsidiary of the Company, other than services provided in relation to a distribution of securities;

(ii)

provides the services under a written contract with the Company or a subsidiary of the Company;

(iii)

spends or will spend a significant amount of time and attention on the affairs and business of the Company or a subsidiary of the Company; and

(iv)

has a relationship with the Company or a subsidiary of the Company that enables the person to be knowledgeable about the business and affairs of the Company or a subsidiary of the Company,and includes:

(v)

for an individual Consultant, a corporation of which the individual Consultant is an employee or shareholder, and a partnership of which the individual Consultant is an employee or partner; and

(vi)

for a consultant that is not an individual, an employee, executive officer or director of the Consultant, provided that the individual employee, executive officer or director spends or will spend a significant amount of time and attention on the affairs and business of the Company or a subsidiary of the Company.

(h)

“Date of Grant” means the date an Option is granted by the Committee to the Optionee, subject to any regulatory or other approvals or conditions;

(i)

“Director” means a member of the board of directors of the Company or of a subsidiary of the Company or an individual who performs similar functions for the Company or a subsidiary of the Company;

(j)

“Disinterested Shareholder Approval” means the approval by a majority of the votes cast by all shareholders of the Company at a shareholders’ meeting excluding votes attaching to Shares beneficially owned by Insiders to whom Options may be granted under the Plan and their associates;

(k)

“Employee” means:

(i)

an individual who is considered an employee of the Company or its subsidiary under the Income Tax Act (Canada) (and for whom income tax, employment insurance and CPP deductions must be made at source);

(ii)

an individual who works full-time for the Company or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or

(iii)

an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source;

(l)

“Exchange” means the TSX-V or any other principal stock exchange on which the Shares may be listed from time to time;

(m)

“Executive Officer” means an individual who is (a) a chair, vice-chair or president of the Company or of a subsidiary of the Company, (b) a vice-president in charge of a principal business unit, division or function of the Company or of a subsidiary of the Company, including sales, finance or production, or (c) performing a policy-making function in respect of the Company or a subsidiary of the Company;

(ii)

a director or officer of a company that is an Insider or subsidiary of the Company; or

(iii)

a person that beneficially owns or controls, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all outstanding Shares;

(o)

“Investor Relations Activities” means any activities, by or on behalf of the Company or a shareholder of the Company, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, except for such activities that the TSX-V specifically states to not be Investor Relations Activities;

(p)

“Market Price” in relation to a Share subject to an Option on the Date of Grant of the Option means the last closing price of the Shares on the Exchange before such Date of Grant;

(q)

“Option” means an option to purchase Shares granted under or subject to the terms of the Plan, including the Pre-Plan Options;

(r)

“Option Agreement” means a written agreement between, and executed by, the Company and an Optionee that sets out the terms of an Option held by the Optionee as described in section 9;

(s)

“Option Certificate” means a certificate executed by the Company and delivered to an Optionee that sets out the terms of an Option held by the Optionee as described in section 9;

(t)

“Option Period” means the period during which an Option may be exercised;

(u)

“Optionee” means a person to whom an Option has been granted under the terms of the Plan or who holds an Option that is otherwise subject to the terms of the Plan;

(v)

“Plan” means this Stock Option Plan of the Company, as may be amended from time to time;

(w)

“Shares” means common shares in the capital of the Company;

(x)

“Significant Shareholder” means a person holding securities of a company that carry more than 10% of the voting rights attached to that company’s securities both immediately before and after the transaction in which securities are issued, and who have elected or appointed or have the right to elect or appoint one or more directors or officers of that company; and

(y)

“TSX-V” means the TSX Venture Exchange or any successor stock exchange thereof.

3.	Administration of the Plan

3.1

The Plan shall be administered by the Committee. With respect to Option grants to Directors of the Company, the Board shall serve as the Committee. With respect to any other Options the Board may specifically constitute a committee of two or more Directors of the Company as the Board may designate from time to time to serve as the Committee for the Plan, all of the members of which shall be and remain Directors of the Company. Notwithstanding the foregoing, the Board may resolve to be the Committee to administer the Plan with respect to all of the Plan or certain participants and/or awards made or to be made under the Plan.

3.2

The Committee shall have full and exclusive power to interpret the Plan, to adopt such rules, regulations and guidelines for carrying out the Plan as it may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company and in keeping with the objectives of the Plan, and to reserve and issue Shares issuable pursuant to the exercise of Options. The Committee may, in its discretion but subject to any necessary approvals of any stock exchange or regulatory body having jurisdiction over the securities of the Company, provide for the extension of the exercisability of an Option, accelerate the vesting or exercisability of any Option, eliminate or make less restrictive any restrictions contained in an Option, waive any restriction or other provision of the Plan or an Option or otherwise amend or modify an Option in any manner that is either: (a) not adverse to the Optionee holding such Option; or (b) consented to by such Optionee. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Option in the manner and to the extent the Committee deems necessary or desirable to carry it into effect. Any decision of the Committee in the interpretation and administration of the Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. No member of the Committee shall be liable for anything done or omitted to be done by such member, by any member of the Committee or by any officer of the Company in connection with the performance of any duties under the Plan, except for such member’s own willful misconduct or as expressly provided by statute.

3.3	All administrative costs of the Plan shall be paid by the Company.

4.	Eligibility

4.1

Options may be granted to Employees, Directors, Executive Officers, and Consultants of the Company or of a subsidiary of the Company (and such other persons permitted by the Exchange to be granted Options) who are in the opinion of the Committee in a position to contribute to the success of the Company or any subsidiary of the Company or who, by virtue of their service to the Company or to any subsidiary of the Company (or to any predecessors of the Company or a subsidiary of the Company) are, in the opinion of the Committee, worthy of special recognition. The granting of Options is entirely discretionary and nothing in this Plan shall be deemed to give any person any right to participate in this Plan or to be granted an Option and designation of an Optionee in any year shall not require the designation of such person to receive an Option in any other year. The Committee shall consider such factors as it deems pertinent in selecting participants and in determining the amount and terms of their respective Options.

4.2	For Options granted to Employees or Consultants, the Company and the Optionee are responsible for ensuring and confirming that the Optionee is a bona fide Employee or Consultant, as the case may be.

4.3

Subject to any applicable regulatory approvals, Options may also be granted under the Plan in exchange for outstanding options granted by the Company, any predecessor corporation of the Company or any subsidiary of the Company, whether such outstanding options are granted under the Plan, under any other stock option plan of the Company, any such predecessor corporation or any such subsidiary, or under any stock option agreement with the Company, any such predecessor corporation or any such subsidiary.

4.4

Subject to any applicable regulatory approvals, Options may also be granted under the Plan in substitution for outstanding options of another company in connection with a plan of arrangement or exchange, amalgamation, merger, consolidation, acquisition of property or shares, or other reorganization between or involving such other company and the Company or any of its subsidiaries.

5.	Number of Shares Reserved under the Plan

6.	Number of Optioned Shares per Optionee

(a)

Subject to sections 6(b) and 6(c), an Option may not be granted under the Plan if such Option, together with all of the Company’s previously established and outstanding stock option plans or grants, could result at any time in:

(i)

the grant to Insiders (as a group), within a 12-month period, of an aggregate number of Options exceeding 10% of the issued and outstanding Shares (determined at the Date of Grant); or

(ii)

the aggregate number of Options granted to any one Optionee (and companies wholly owned by that Optionee) within a 12-month period exceeding 5% of the issued and outstanding Shares (determined at the Date of Grant);

(b)

The aggregate number of Shares subject to Options granted to any one Consultant in a 12-month period must not exceed 2% of the issued and outstanding Shares (determined at the Date of Grant);

(c)

The aggregate number of Shares subject to Options granted to all Optionees retained or employed to provide Investor Relations Activities must not exceed 2% of the issued and outstanding Shares in any 12-month period (determined at the Date of Grant); and

(d)

Subject to any longer vesting period as may be set out in the related Option Agreement or Option Certificate, an Option granted to a Consultant performing Investor Relations Activities shall vest in stages over 12 months with no more than 25% of the Shares subject to the Option vesting in any three-month period.

7.

Price

7.1	The exercise price per Share subject to an Option shall be determined by the Committee at the time the Option is granted, provided that the exercise price shall not be less than the Market Price or such other minimum exercise price as may be required or permitted by the Exchange.

7.2

Subject to applicable regulatory requirements and approval, the Committee may, without shareholder approval, reprice the prevailing exercise price of an Option. Any reduction in the exercise price of an Option held by an Optionee who is an Insider at the time of the proposed amendment is, however, subject to Disinterested Shareholder Approval if and as may be required by the Exchange.

8.	Term and Exercise of Options

8.1

The Option Period shall be determined by the Committee at the time the Option is granted and may be up to ten years from the Date of Grant, except as the same may be reduced pursuant to the provisions of section 10. Subject to the applicable maximum Option Period provided for in this section 8.1 and subject to applicable regulatory requirements and approvals, the Committee may extend the Option Period for an Option.

8.2	The vesting schedule for each Option shall be determined by the Committee at the time the Option is granted and shall be specified in the Option Agreement or Option Certificate in respect of the Option.

8.3	Notwithstanding the foregoing provision of this section 8:

(a)

if there is a takeover bid or tender offer (the “Bid”) made for all or any of the issued and outstanding Shares, then the Committee may, by resolution, permit all Options outstanding to become immediately exercisable in order to permit the Shares issuable under such Options to be tendered to the Bid. Any such exercise of the Option shall be deemed to occur immediately before the later of the completion of the Bid and the payment of Shares taken up by the offeror under the Bid. For greater certainty, however, if, for any reason:

(i)

the Bid is not completed within the time specified therein; or

(ii)

all of the Shares tendered by the Optionee pursuant to the Bid are not taken up or paid for by the offeror in respect thereof,

(b)

if a Bid is made by an offeror at any time when an Option granted under the Plan remains unexercised, in whole or in part, the Committee may, by resolution and upon notifying each Optionee of full particulars of the Bid, declare all Shares issuable upon the exercise of Options granted under the Plan to be vested and declare that the expiry date for the exercise of all unexercised Options granted under the Plan be accelerated so that all Options will either be exercised or will expire prior to the date upon which Shares must be tendered pursuant to the Bid.

8.4

The vested portion of Options will be exercisable, either all or in part, at any time after vesting. If less than all of the Shares included in the vested portion of any Option are purchased, the remainder may be purchased, subject to the Option’s terms, at any subsequent time prior to the expiration of the Option Period.

8.5

The exercise of any Option will be contingent upon receipt by the Company of payment for the full exercise price of the Shares being purchased in cash by way of certified cheque or bank draft. No Optionee or the legal representatives, legatees or distributees of the Optionee will be, or will be deemed to be, a holder of any Shares subject to an Option under the Plan unless and until certificates or other instruments for such Shares are issued to the Optionee or such other persons under the terms of the Plan.

8.6

If the end of the Option Period (or any earlier expiry date pursuant to section 10) for any Option occurs during, or within 10 Business Days following the end of, a period in which the trading of the Shares is restricted by the policies of the Company or is otherwise restricted by a trading blackout period formally imposed by the Company (each a “Blackout Period”), then the last day of the Option Period (or exercise period) for the Option shall be automatically extended to that date which is 10 Business Days following the end of such Blackout Period (the “Extension Period”); provided that if an additional Blackout Period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Blackout Period so that the last day of the Option Period (or exercise period) for the Option shall be automatically further extended to that date which is 10 Business Days following the end of the last Blackout Period.

8.7

In lieu of exercising an Option in accordance with section 8.5, the Committee may permit an Optionee to elect to receive, without payment by the Optionee of any additional consideration, Shares equal to the value of the Option (or the portion thereof being exercised) by surrender of the Option at the head office of the Company, together with written notice, addressed to the secretary of the Company, reflecting such “cashless” exercise, in which event the Company shall issue to the Optionee a number of whole Shares computed using the following formula:

Y =

The number of Shares in respect of which the cashless exercise election is made;

A =

The market price of one Share on the date of cashless exercise of the Option; and

9.	Option Agreement or Option Certificate

10.	Effect of Termination of Employment or Death

10.1

Options granted under the Plan shall expire on the earlier of: (a) that date which is 90 days after the Optionee last ceases to be an Employee, Director, Executive Officer or Consultant of the Company or a subsidiary of the Company unless an earlier date is provided for in the Option Agreement or Option Certificate with respect to the Optionee’s Option, (b) if the Option was granted to an Optionee who is engaged in Investor Relations Activities, that date which is 30 days after the Optionee last ceases to be engaged in Investor Relations Activities unless an earlier date is provided for in the Option Agreement or Option Certificate with respect to the Optionee’s Option, and (c) the expiry of the Option Period. The Committee may, in its sole discretion, extend the “90 days” referred to in clause (a) and the “30 days” referred to in clause (b) for a specified period up to the expiry of the Option Period, subject to any applicable regulatory approvals.

10.2

Notwithstanding section 10.1, in the event of the death of an Optionee while in service to the Company or a related party of the Company, each outstanding Option held by the Optionee (to the extent then vested and not exercised) shall be exercisable until the earlier of: (a) the expiration of one year following such death unless an earlier date is provided for in the Option Agreement or Option Certificate with respect to the Optionee’s Option, and (b) the expiry of the Option Period of the Option, but only by the person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or by the laws of descent and distribution.

10.3

Notwithstanding the foregoing provisions of this section 10 and subject to any applicable regulatory approvals, the Committee may, in its discretion, provide for the extension of the exercisability of an Option for any period that is not beyond the applicable expiry date of the Option, accelerate the vesting or exercisability of an Option, eliminate or make less restrictive any restrictions governing an Option, waive any restriction or other provision of this Plan or an Option or otherwise amend or modify the Option in any manner that is either, (a) not adverse to such Optionee, or (b) consented to by such Optionee.

11.	Adjustment in Shares Subject to the Plan

11.1

The exercise price for and the number of Shares covered by an Option will be adjusted, with respect to the then unexercised portion of the Option, by the Committee from time to time (on the basis of such advice as the Committee considers appropriate, including, if considered appropriate by the Committee, a certificate of the auditor of the Company) in the event and in accordance with the provisions and rules set out in this section 11. Any dispute that arises at any time with respect to any adjustment pursuant to such provisions and rules will be conclusively determined by the Committee, and any such determination will be binding on the Company, the Optionee and all other affected parties.

(a)

If a dividend is declared upon the Shares, payable in Shares (other than in lieu of dividends paid in the ordinary course), the number of Shares then subject to any Option shall be adjusted by adding to each such Share the number of Shares which would be distributable thereon if such Share had been outstanding on the date fixed for determining shareholders entitled to receive such stock dividend.

(b)

If the outstanding Shares are changed into or exchanged for a different number or kind of Shares or other securities of the Company or of another corporation, whether through an arrangement, amalgamation or other similar procedure or otherwise, or a share recapitalization, subdivision or consolidation, then there shall be substituted for each Share subject to any Option the number and kind of Shares or other securities of the Company or another corporation into which each outstanding Share shall be so changed or for which each such Share shall be exchanged.

(c)

If there is any change, other than as specified above in this section 11, in the number or kind of outstanding Shares or of any securities into which such Shares shall have been changed or for which they shall have been exchanged, then, if the Committee, in its sole discretion, determines that such change equitably requires an adjustment to be made in the number or kind of Shares then subject to any Option, an equitable adjustment shall be made in the number or kind of Shares, such adjustment shall be made by the Committee and be effective and binding for all purposes.

(d)

If the Company distributes by way of a dividend, or otherwise, to all or substantially all holders of Shares, property, evidences of indebtedness or shares or other securities of the Company (other than Shares) or rights, options or warrants to acquire Shares or securities convertible into or exchangeable for Shares or other securities or property of the Company, other than as a dividend in the ordinary course, then, if the Committee, in its sole discretion, determines that such action equitably requires an adjustment in the exercise price of the Option or number of Shares subject to any Option, or both, such adjustment shall be made by the Committee and shall be effective and binding for all purposes.

11.2

In the case of any such substitution or adjustment as provided for in this section 11, the exercise price in respect of each Option for each Share covered thereby prior to such substitution or adjustment will be proportionately and appropriately varied, such variation shall generally require that the number of Shares or securities covered by the Option after the relevant event multiplied by the varied option exercise price be equal to the number of Shares covered by the Option prior to the relevant event multiplied by the original exercise price of the Option.

11.3	No adjustment or substitution provided for in this section 11 shall require the Company to issue a fractional share in respect of any Option. Fractional shares shall be eliminated.

11.4

The grant of an Option shall not affect in any way the right or power of the Company to effect adjustments, reclassifications, reorganizations, arrangements or changes of its capital or business structure, or to amalgamate, merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of its business or assets.

12.	Non-Assignability

13.	Employment

14.	Record Keeping

(a)

the name and address of each Optionee;

(b)

the number of Shares subject to Options granted to each Optionee, the number of Shares issued to each Optionee upon the exercise of Options, and the number of Shares subject to Options remaining outstanding;

(c)

a copy of each outstanding Option Agreement or Option Certificate; and

(d)

such other information as the Committee may determine.

15.	Regulatory Approvals

15.1

The Plan is subject to the approval of regulatory authorities having, or which may have, jurisdiction over the securities of the Company, and the Board is authorized to amend the text thereof from time to time in order to comply with any changes thereto required by such applicable regulatory authorities.

15.2

The obligation of the Company to issue and deliver Shares in accordance with the Plan is subject to the approval of any governmental authority having jurisdiction or any stock exchange or stock quotation system on which the Shares are listed for trading or quoted which may be required in connection with the authorization, issuance or sale of such Shares by the Company. If any Shares cannot be issued to any Optionee for any reason including, without limitation, the failure to obtain such approval, then the obligation of the Company to issue such Shares shall terminate and any exercise price for an Option paid to the Company shall be returned to the Optionee.

16.	Hold Periods, Securities Regulation and Tax Withholding

16.1

If and for so long as the Shares are listed on the TSX-V and in addition to any resale restrictions under applicable securities laws, for Options: (a) having an exercise price per Share that is less than the Market Price; or (b) granted to an Optionee who is a Director, Executive Officer or Significant Shareholder of the Company, any Shares issued on the exercise of such Options will be subject to a four-month hold period commencing on the particular Date of Grant of the Option, and certificates or other instruments for the Shares will bear a restrictive legend setting out any such applicable hold period.

16.2

Where necessary to effect exemption from registration or distribution of the Shares under securities laws applicable to the securities of the Company, an Optionee shall be required, upon the acquisition of any Shares upon the exercise of Options, to acquire such Shares with investment intent (i.e. for investment purposes) and not with a view to their distribution, and to present to the Committee an undertaking to that effect in a form acceptable to the Committee. The Committee may cause a legend or legends to be placed upon any certificates or other instruments for the Shares to make appropriate reference to applicable resale restrictions. The Committee may take such other action or require such other action or agreement by such Optionee as may from time to time be necessary to comply with applicable securities laws. This provision shall in no way obligate the Company to undertake the registration or qualification of any Options or the underlying Shares under any securities laws applicable to the securities of the Company.

16.3

The Committee and the Company may take all such measures as they deem appropriate to ensure that the Company’s obligations under the withholding provisions under income tax laws applicable to the Company and other provisions of applicable laws are satisfied with respect to the issuance of Shares pursuant to the Plan or the grant or exercise of Options under the Plan.

16.4	Issuance, transfer or delivery of certificates or other instruments for Shares purchased pursuant to the Plan may be delayed, at the discretion of the Committee, until the Committee is satisfied that the applicable requirements of securities and income tax laws have been met.

17.	Amendment and Termination of Plan

(a)

any amendment pertaining to the vesting provisions of each Option;

(b)

any amendment to the terms of the Plan relating to the effect of termination, cessation of employment, disability or death of an Optionee on the right to exercise Options;

(c)

any amendment as may be necessary or desirable to bring the Plan into compliance with securities, corporate or tax laws and the rules and policies of any stock exchange upon which the Shares are from time to time listed;

(d)

any amendment of a “housekeeping” nature including, but not limited to, amendments of a clerical, grammatical or typographical nature;

(e)

any amendment with respect to the administration of the Plan;

(f)

any amendment to correct any defect, supply any information or reconcile any inconsistency in the Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan;

(g)

any amendment to the termination provisions of the Plan or any Option, other than an amendment extending the expiry date of such Option beyond its original expiry date;

(h)

any amendment to the class of eligible persons that may participate under the Plan; and

(i)

any other amendments, whether fundamental or otherwise, not requiring shareholder approval under applicable law or the rules, regulations and policies of any stock exchange on which the Company’s shares are listed and of all securities commissions or similar securities regulatory authorities having jurisdiction over the Company.

(a)

persons eligible to be granted Options under the Plan;

(b)

the percentage of Shares that may be reserved under the Plan for issuance pursuant to the exercise of stock options;

(c)

the limitations under the Plan on the number of Options that may be granted to any one person or any category of persons (such as, for example, Insiders);

(d)

the method for determining the exercise price of Options;

(e)

the maximum term of Options; and

(f)

the expiry and termination provisions applicable to Options.

18.	No Representation or Warranty

19.	General Provisions

19.1

Nothing contained in the Plan shall prevent the Company or any subsidiary of the Company from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the issuance of securities of the Company (subject to shareholder approval if such approval is required by applicable securities regulatory authorities) and such arrangements may be either generally applicable or applicable only in specific cases.

19.2

The validity, construction and effect of the Plan and any rules and regulations relating to the Plan and any Option Agreement or Option Certificate, and all determinations made and actions taken pursuant hereto shall be governed by and determined in accordance with the laws of the Province of British Columbia, Canada.

19.3

If any provision of the Plan or any Option is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any person or Option, or would disqualify the Plan or any Option under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Option, such provision shall be stricken as to such jurisdiction, person or Option and the remainder of the Plan and any such Option shall remain in full force and effect.

19.4	Neither the Plan nor any Option shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any subsidiary of the Company and an Optionee or any other person.

19.5	Headings are given to the sections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

20.	Effectiveness of the Plan

Exhibit 99.2

1.	Introduction and Interpretation

1.1

Purpose

1.2	Definitions

(a)

"Administrative Agreement" has the meaning set forth in section 2.2(a);

(b)

"affiliate" has the meanings set forth in the Securities Act;

(c)

"Aggregate Insider Limit" has the meaning set forth in section 4.5(a);

(d)

"Applicable Law" means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder, and Stock Exchange Rules;

(e)

"Approval Date" has the meaning set forth in section 4.1(b);

(f)

"Blackout Period" means a period of time during which the Optionee cannot exercise an Option, or sell Shares, due to applicable policies of the Company in respect of insider trading, which period includes, without limitation, up to 48 hours after the Company has disseminated a news release with material information concerning the business and affairs of the Company;

(g)

"Board" means the board of directors of the Company as constituted from time to time;

(h)

"Business Day" any day that is not a Saturday, Sunday or holiday (as defined in the Interpretation Act (British Columbia)) in Vancouver, British Columbia;

(i)

"Change of Control" includes:

(i)

the acquisition whether directly or indirectly, by a person or company, or any persons or companies acting jointly or in concert (as determined in accordance with the Securities Act and the rules and regulations thereunder) of voting securities of the Company which, together with any other voting securities of the Company held by such person or company or persons or companies, constitute, in the aggregate, more than 50% of all outstanding voting securities of the Company;

(ii)

an amalgamation, arrangement or other form of business combination of the Company with another company which results in the holders of voting securities of that other company holding, in the aggregate, 50% or more of all outstanding voting securities of the Company (including a merged or successor company) resulting from the business combination;

(iii)

the sale, lease or exchange of all or substantially all of the property of the Company to another person, other than in the ordinary course of business of the Company or to a related entity; or

(iv)

any other transaction that is deemed to be a "Change of Control" for the purposes of this Plan by the Board in its sole discretion.

(k)

"Company" means SilverCrest Metals Inc. and its successors and assigns, and any reference in the Plan to action by the Company means action by or under the authority of the Board or the Committee;

(1)

"Consultant" means a person, other than an Employee, Executive Officer, or director of the Company or of a related entity of the Company, that

(i)

is engaged to provide services to the Company or a related entity of the Company, other than services provided in relation to a distribution,

(ii)

provides the services under a written contract with the Company or a related entity of the Company, and

(iii)

spends or will spend a significant amount of time and attention on the affairs and business of the Company or a related entity of the Company

(iv)

for an individual Consultant, a corporation of which the individual Consultant is an Employee or shareholder, and a partnership of which the individual Consultant is an Employee or partner, and

(v)

for a Consultant that is not an individual, an Employee, Executive Officer, or director of the Consultant, provided that the individual Employee, Executive Officer, or director spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer;

(m)

"Effective Date" means June 15, 2022;

(n)

"Eligible Person" means any director of the Company, Executive Officer, Employee, Consultant or other personnel of the Company (including any Subsidiary of the Company);

(o)

"Employee" means:

(i)

an individual who is considered an employee of the Corporation or its Subsidiary under the Income Tax Act (Canada) (and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source);

(ii)

an individual who works full-time for the Corporation or its Subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source; or

(iii)

an individual who works for the Corporation or its Subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source;

(p)

"Exchange" means, collectively, the TSX, any successor thereto and any other stock exchange (including NYSE American), inter-dealer quotation network or other organized trading facility through which the Shares trade or are quoted from time to time;

(q)

"Executive Officer" means an individual who is (a) a chair or vice-chair of the Company (unless such individual acts in either position on a part-time or non-executive basis), (b) president of the Company or of a Subsidiary of the Company, (c) a vice-president in charge of a principal business unit, division or function of the Company or of a Subsidiary of the Company, including sales, finance or production, or (d) performing a policy-making function in respect of the Company or a Subsidiary of the Company;

(r)

"Exercise Price" means the price per Share at which the Optionee is entitled to purchase the underlying Share or Shares in the Corporation, subject to any adjustments pursuant to section 7.2;

(s)

"Expiry Date" means the date designated by the Board at the time of grant on which the Option expires and is of no further force and effect, except in accordance with the provisions related to a Blackout Period described in section 4.1(c);

(t)

"Individual Limit" has the meaning set forth in section 4.4;

(u)

"Insider" means an "insider" as defined in the TSX Company Manual, as amended from time to time;

(v)

"Long-Term Disability" means a circumstance whereby the Company is able and elects, either under the terms of an employment contract or at common law, to terminate or consider frustrated the employment of an Optionee due to the Optionee's long-term disability;

(w)

"Market Price" means, with respect to any particular date, the last closing price of the Shares on the TSX preceding the relevant date;

(x)

"Non-Employee Director" means a director of the Company who, at the relevant time, is not: (i) an Employee of the Company; (ii) an Executive Officer of the Company, or (iii) a Consultant to the Company;

(y)

"Notice of Grant of Options" means a written notice from the Company to the Optionee evidencing a grant of Options made pursuant to the Plan;

(z)

"Option" means an option to purchase a Share granted under the Plan, including the Pre-Plan Options;

1.3	Construction and Interpretation

(a)

In this Plan, all references to the masculine include the feminine; references to the singular shall include the plural and vice versa, as the context shall require.

(b)

The headings of all in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan. References to "section" mean a section contained in the Plan unless expressly stated otherwise.

(c)

In this Plan, "including" and "includes" mean including or includes, as the case may be, without limitation. The words "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to the Plan as a whole and not to any particular section or other part hereof.

(d)

Whenever the Board or, where applicable, the Committee or any sub-delegate of the Committee is to exercise discretion in the administration of the terms and conditions of this Plan, the term "discretion" means the sole and absolute discretion of the Board, the Committee or sub-delegate of the Committee, as the case may be.

(e)

Unless otherwise specified, all references to money amounts are to Canadian currency.

1.4	Effective Date

2.	Plan Administration

2.1	Administration

(a)

the authority to grant Options;

(b)

to determine the number of Shares subject by each Option;

(c)

to determine the Exercise Price of each Option, subject to the provisions of this Plan;

(d)

to determine the Eligible Persons to whom, and the time or times at which, Options shall be granted;

(e)

to determine the time or times when Options will be granted, vested and exercisable (including any determination to accelerate the vesting of any Options granted hereunder) and determine the Expiry Date of an Option;

(f)

to determine if the Shares that are issuable on the exercise of an Option will be subject to any restrictions upon the exercise of such Option;

(g)

to establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of the Plan;

(h)

to interpret and construe the Plan and to determine all questions arising out of the Plan and any Option granted pursuant to the Plan (and any such interpretation, construction or determination made by the Committee shall be final, binding and conclusive for all purposes on the Company and the Optionee);

(i)

to determine and prescribe the terms and provisions of Notices of Grant of Options (which need not be identical) provided in connection with grants of Options and the form of documents or processes in respect of the exercise of Options;

2.2	Agreements

(a)

The Company may enter into an agreement or agreements with a person or corporation to perform the duties of the Plan Administrator as set out in this Plan (each, an "Administrative Agreement").

(b)

The Company shall have the right at any time and from time to time, to remove from office the Plan Administrator under the Plan and to appoint another Plan Administrator in its stead in accordance with the terms of the relevant Administrative Agreement.

2.3	Shares Subject to Plan

2.4	Conditions to Grant or Exercise

(a)

represented, warranted and agreed in form and substance satisfactory to the Company that the Optionee is acquiring and will acquire such Option and the Shares to be issued upon the exercise thereof or, as the case may be, is acquiring such Shares, for the Optionee's own account, for investment and not with a view to or in connection with any distribution, that the Optionee has had access to such information as is necessary to enable evaluation of the merits and risks of such investment and that the Optionee is able to bear the economic risk of holding such Shares for an indefinite period;

(b)

provided certain representations, warranties and certifications to the Company to satisfy the requirements of applicable securities laws;

(c)

agreed to restrictions on transfer in form and substance satisfactory to the Company and to an endorsement on any option agreement or certificate representing the Shares making appropriate reference to such restrictions; and

(d)

agreed to indemnify the Company in connection with the foregoing.

2.5	Additional Requirements

3.	Plan Participation

3.1	Eligibility

3.2	Participation

3.3	Pre-Plan Options

3.4	Option Grants for Transactions

4.	Grant of Options

4.1	Grant of Options

(a)

the Expiry Date of an Option shall be no later than the date which is ten years from the date of grant of such Option;

(b)

the date of grant of an Option shall be either the date on which such Option was approved by the Committee (the "Approval Date"), or, if the Approval Date was not a Business Day, then the Business Day immediately following the Approval Date, or, if the Approval Date occurred during a Blackout Period applicable to the relevant Optionee, then the Business Day immediately following the expiry of the Blackout Period applicable to the relevant Optionee; and

(c)

notwithstanding section 4.1(a), if the Expiry Date of an Option occurs during a Blackout Period applicable to the relevant Optionee, or within ten Business Days after the expiry of a Blackout Period applicable to the relevant Optionee, then the Expiry Date for the Option shall be the date that is the tenth Business Day after the expiry of the Blackout Period.

4.2	Notice of Grant of Options

4.3	Exercise Price

4.4	Restrictions on Number of Options to Individual Optionee

4.5	Restrictions on Number of Options to Insiders and Non-Employee Directors

(a)

the number of Shares issuable to Insiders as a group, at any time, under the Plan, or when combined with all of the other Security Based Compensation Arrangements adopted by the Company, shall not exceed 10% of the number of issued and outstanding Shares (on a non-diluted basis) at the date of grant of the Option (the "Aggregate Insider Limit");

(b)

the number of Shares that may be issued to Insiders as a group, within any one-year period, under the Plan, or when combined with all of the other Security Based Compensation Arrangements adopted by the Company, shall not exceed the Aggregate Insider Limit;

(c)

the number of Shares that may be issued to any one Insider under the Plan, or when combined with all of the other Security Based Compensation Arrangements adopted by the Company, shall not exceed the Individual Limit; and

(d)

the Plan will limit the aggregate annual value of Options that may be granted to each Non-Employee Director under the Plan and any other Security Based Compensation Arrangements established or maintained by the Company so that such value does not exceed $150,000 per Non-Employee Director per financial year of the Company, of which no more than $100,000 may be in the form of Options. The value of each Option shall be determined by the valuation method used by the Company, as disclosed in the Company's last publicly filed financial statements before the grant of the Option.

5.	Exercise of Options

5.1

Exercise

Notwithstanding the above, the Company may implement (or cause to have implemented) such systems and procedures (including systems and procedures operated by the Plan Administrator) from time to time to facilitate the exercise of Options pursuant to this Plan and shall provide Optionees with all necessary details regarding such systems and procedures to facilitate the exercise of Options from time to time in accordance with their terms.

(a)

completion of such registration or other qualification of such Shares or obtaining approval of such governmental or regulatory authority as the Company shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;

(b)

the admission of such Shares to listing on any stock exchange on which the Shares may then be listed;

(c)

the receipt from the Optionee of such representations, warranties, agreements and undertakings, as the Company determines is necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction; and

(d)

the satisfaction of any conditions on exercise prescribed pursuant to the provisions hereof.

5.2	Net Settlement of Options

5.3	Blackout Period

6.	Termination of Employment

6.1	No Right to Exercise after Termination

6.2	Termination Other than for Retirement, Long-Term Disability, Death or Just Cause

6.3	Termination Due to Retirement or Long-Term Disability

6.4	Death of the Optionee

6.5	No Right of Transfer

6.6	Transfer Not Termination for Plan Purposes

6.7	Change in Employment

6.8	Deemed Non-Interruption of Engagement

7.	Business Combinations and Certain Adjustments

7.1	Business Combinations

(a)

each exercisable Option then held by the Optionee shall remain exercisable for a period of 90 days or such other period of time that the Committee determines from the date of such termination of employment, but not later than the end of the Expiry Date, and thereafter any such Option shall expire; and

(b)

each non-exercisable Option then held by the Optionee shall become exercisable upon such termination of employment and shall remain exercisable for a period of 90 days or such other period of time that the Committee determines from the date of such termination of employment, but not later than the end of the Expiry Date, and thereafter any such Option shall expire.

7.2	Adjustments

7.3	Other Adjustments

8.	Amendment or Termination of the Plan

8.1	Amendment and Termination of the Plan

(a)

ensuring compliance with Applicable Law;

(b)

amendments of a "housekeeping" nature, which include amendments to eliminate any ambiguity or correct or supplement any provision contained herein which may be incorrect or incompatible with any other provision hereof;

(c)

a change to provisions on transferability of Options for normal estate settlement purposes;

(d)

a change in the process by which an Optionee who wishes to exercise an Option can do so, including the required form of payment for the Shares being purchased, the form of exercise notice and the place where such payments and notices must be delivered;

(e)

changing the vesting and exercise provisions of the Plan or any Option in a manner which does not entail an extension beyond the original Expiry Date for any applicable Option, including to provide for accelerated vesting and early exercise of any Options deemed necessary or advisable in the Board's discretion; and

(f)

changing the termination provisions of the Plan or any Option which does not entail an extension beyond the original Expiry Date for that Option.

8.2	Amendments Requiring Shareholder Approval

(a)

increase the maximum number of Shares issuable;

(b)

make any amendment that would reduce the Exercise Price of an outstanding Option (including a cancellation and reissue of an Option or other entitlements);

(c)

make any amendments to the Non-Employee Director participation limits set forth in section 4.5(d) hereof;

(d)

extend the Expiry Date of any Option granted under the Plan beyond the Expiry Date of the Option determined at the date of grant in accordance with the Plan, except as provided for in section 4.1 with respect to an Expiry Date that occurs during a Blackout Period;

(e)

changing the categories of individuals contained in the definition of "Eligible Person" who are eligible to participate in the Plan, including where such change may introduce, re-introduce, broaden or increase the participation of Non-Employee Directors under the Plan;

(f)

amend the Plan to permit the transfer or assignment of Options, except to permit a transfer to a family member, an entity controlled by the holder of the Options or a family member, a charity or for normal estate planning or estate settlement purposes; or

(g)

any amendments to the plan amendment provisions of this Plan,

8.3	No Adverse Effect

8.4	No Amendment to Section 8

9.	Accounts, Notices and Miscellaneous Provisions

9.1	Accounts and Statements

9.2

Notices

(a)

delivering it personally to the Optionee or the person claiming or deriving rights to the Optionee, as the case may be;

(b)

mailing it, postage paid (provided that the postal service is then in operation) or delivering it to the address which is maintained for the Optionee in the Company's personnel records; or

(c)

facsimile, e-mail or other similar means of electronic communication.

9.3

Address

9.4	Date of Delivery

9.5	Shareholder and Regulatory Approval

9.6	Withholding Taxes

9.7	No Right of Ownership

9.8	No Right of Continued Employment

9.9

Expenses

9.10	Governing Law

9.11	Severability

(1)

In addition to covering the number of shares of common stock, par value $0.01 per shares (the “Common Stock”) of Coeur Mining, Inc. (the “Registrant”) stated above, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall cover any additional shares of the Registrant’s Common Stock that become issuable under the SilverCrest Stock Option Plan, effective August 24, 2015, as amended (the “Legacy Plan”), or the SilverCrest Stock Option Plan, effective June 15, 2022, as amended (the “New Plan”), which were assumed by the Registrant in connection with the acquisition of SilverCrest Metals Inc., by reason of an event such as any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act based upon the average of the high and low prices of the Common Stock on the New York Stock Exchange on March 4, 2025, which was $5.12.

(3)

Represents 1,705,961 shares of the Registrant’s Common Stock issuable in connection with stock options awarded under the Legacy Plan that were assumed by and converted into stock options of the Registrant on February 14, 2025 in connection with the Registrant’s acquisition of SilverCrest Metals Inc.

(4)	Represents 1,782,176 shares of the Registrant’s Common Stock issuable in connection with stock options awarded under the New Plan that were assumed by and converted into stock options of the Registrant on February 14, 2025 in connection with the Registrant’s acquisition of SilverCrest Metals Inc.